R2012-141 AUTHORIZING CITY MANAGER TO EXECUTE A CONTRACT WITH MIDAMERICAN ENERGY COMPANY

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CONFIDENTIAL RETAIL NATURAL GAS SUPPLIER AGREEMENT This Retail Natural Gas Supplier Agreement is entered into by MidAmerican Energy Company C MidAmerican")and Decatur(City of)IL("Customer")and shall be effective as of the later date set forth under the parties' signatures below("Effective Date"). This Retail Natural Gas Supplier Agreement,together with any written supplements thereto and all Schedules shall form a single integrated agreement(the"Agreement")between MidAmerican and Customer. Customer acknowledges and agrees that it understands and accepts the terms,conditions and risks of this Agreement and it is entering into this Agreement for its own account based upon its own judgment and not in reliance upon any information,advice or counsel which may or may not have been provided by MidAmerican. CONDITIONS OF AGREEMENT. This Agreement either party upon 45 (forty-five) days' prior written notice; constitutes the entire understanding between MidAmerican and provided, however, that such termination shall not affect or Customer regarding the subject matter hereof. No modification to excuse the performance of either party under any provision of this Agreement will be effective unless evidenced in writing this Agreement that by its terms survives any such termination signed by both parties. This Agreement supersedes all prior and, provided further, that this Agreement shall remain in effect agreements between the parties regarding the subject matter of this with respect to any Schedules representing transactions entered Agreement. This Agreement is intended to govern transactions into prior to the effective date of such termination until both for the purchase and sale of gas and related services to be parties have fulfilled all of their obligations with respect to such entered into between the parties from time to time as evidenced Schedules. by separate Schedules A, B and C, as applicable("Schedules"), ENERGY DELIVERY. Title to gas will pass from setting forth certain commercial and other terms for the purchase and sale of gas. The parties agree that the laws of the state in MidAmerican to Customer at the point of interconnection which Customer is incorporated govern this Agreement unless between the interstate pipeline and the Delivery Company (the otherwise indicated on Schedule A. To the fullest extent "Delivery Points)"). Each party will comply with all applicable permitted by law,each of the parties hereto waives any right it federal and state laws and all applicable industry rules, and transportation tariffs,as amended from time to time. may have to a trial by jury in respect of litigation directly or indirectly arising out of, under or in connection with this BILLING AND PAYMENT. MidAmerican will bill Customer Agreement. Each party further waives any right to monthly for all gas supply and related services as listed on the consolidate any action in which a jury trial has been waived Schedules, plus any applicable taxes, delivery charges, or with any other action in which a jury trial cannot be or has surcharges, penalties, or any increases due to delivery or not been waived. The parties agree that this Agreement is a transportation tariff increases, or Costs as defined by the forward contract under all applicable federal and state Schedules. Customer will pay each monthly bill and interest bankruptcy laws and that they are forward contract merchants shall accrue on overdue payments in accordance with the Illinois with respect thereto. Local Government Prompt Payment Act. Termination of this CUSTOMER RESPONSIBILITIES. Customer agrees to Agreement will not relieve Customer of its liability for payment purchase and receive from MidAmerican 100% of its firm gas of any outstanding amounts due MidAmerican. supply requirements and related services for all the properties EVENTS OF DEFAULT;REMEDIES. If the defaulting party listed on the Schedules. Customer acknowledges that (i) fails to pay any amount, when due, with respect to this MidAmerican may recover all Losses and Costs as described in Agreement;(ii)is subject to a bankruptcy event; (iii)makes any the section entitled Events of Default;Remedies,associated with representation or warranty that is false or misleading in any the removal of any property or account listed on such Schedules. material respect; (iv) fails to provide financial security to the Customer will take such actions as requested by MidAmerican to other party within two (2) business days of the other party's allow for timely enrollment of accounts listed 6n the Schedules demand, when such demand is based on the other party's and authorizes MidAmerican to perform duties on its behalf, reasonable good faith belief that the ability of the defaulting including,but not limited to,submitting customer enrollments to ply to perform its obligations under this Agreement is the local gas delivery company ("Delivery Company") and/or materially impaired; or (v) fails to perform any other material moving any of Customer's properties on or off Delivery obligation imposed upon it by this Agreement; then the non- Company's applicable tariffs, to permit Customer to receive the defaulting party has the right, without notice, to suspend gas at its properties. performance and may terminate this Agreement at any time MIDAMERICAN RESPONSIBILITIES. Subject to the terms during the continuance of such event of default, upon which it of this Agreement, MidAmerican agrees to sell and provide to will calculate in a commercially reasonable manner a settlement Customer 100% of Customer's firm gas supply and related amount equal to its total Losses and Costs,if any,resulting from services for all the properties listed on the Schedules. termination of this Agreement. Costs shall mean brokerage fees, MidAmerican will schedule and deliver gas to the Delivery reservation fees, reasonable attorneys' fees, commissions and Company interconnecting point and the Delivery Company is other similar third-party transaction expenses incurred by a party responsible for delivery of gas to Customer's properties. in terminating, liquidating or entering into new arrangements which replace any obligations assumed by such party due to the TERM. The term of this Agreement shall commence on the termination of this Agreement. Losses shall mean an amount Effective Date and shall remain in effect until terminated by equal to the present value of the economic loss to such party, ID: 524551 1 of3 ContmetNumber:as /�f3 RNGSAIE 6/21/2012-CUSTOM BILL&CONFIDENTIALITY 07-16-2012 ckw