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

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CONFIDENTIAL exclusive of Costs, resulting from termination of this economic hardship nor economic conditions will constitute a Agreement. The settlement amount will be due within five(5) Force Majeure under this Agreement. In the event of a Force business days after the non-defaulting party has notified the Majeure, Customer shall continue to be obligated to make defaulting party of the settlement amount. The non-defaulting payments for all gas supply and related services delivered to and party is obligated to respond and act in a commercially consumed at its properties. reasonable manner and mitigate its damages, liabilities, Losses WARRANTIES. MIDAMERICAN WARRANTS ONLY and Costs. THAT IT HAS THE RIGHT TO SELL ENERGY SERVICES FAILURE OF DELIVERY. MidAmerican will not be liable AND THAT SUCH ENERGY SERVICES ARE FREE FROM for any injury, loss,claim, expense, liability or damage resulting ALL LIENS OF ANY KIND. MIDAMERICAN DISCLAIMS from failure by the Delivery Company, or interstate pipeline to ANY OTHER WARRANTY OF ANY KIND, INCLUDING provide transportation services or properly perform and/or ANY IMPLIED WARRANTY OF MERCHANTABILITY OR timely process any Customer enrollments or transportation FITNESS FOR A PARTICULAR PURPOSE. requests. MidAmerican is not responsible for Costs or penalties FINANCIAL RESPONSIBILITY. Each party agrees to resulting from failure to deliver by the interstate pipeline or Delivery Company. provide financial information reasonably requested by the other party to facilitate credit review. Each party certifies that all NO CONSEQUENTIAL DAMAGES. In no event will either information provided to the other party is truthful and accurate party be liable to the other party or to any third-party, for any and all information obtained from the other party will be kept special, incidental, indirect, consequential, punitive or confidential. exemplary damages or for any damages of a similar nature ASSIGNMENT. Neither party may assign this Agreement arising out of or in connection with this Agreement. without the prior written authorization of the other party, which INDEMNIFICATION AND FORCE MAJEURE. consent will not be unreasonably withheld, conditioned or Each party agrees to indemnify, defend and hold the delayed. Notwithstanding the foregoing, either party may assign other party harmless from and against all third-party claims for this Agreement to the resulting entity of a corporate restructuring damages, liability and expenses relating to or arising out of or other successor in interest and shall provide immediate notice damage to property or injury to persons (including death) of such assignment. resulting from the negligent acts, errors or omissions of a party or its agents. If the parties are held jointly and severably liable CONFIDENTIALITY. This Agreement and its terms are for any claim, damage, liability or expense of any third-party, a confidential and shall not be disclosed to any third party except right of contribution will exist between the parties. as required by law. MidAmerican acknowledges and recognizes If either party is unable, wholly or in part, by Force that the Customer is subject to the provisions of the Freedom of Majeure(as defined below)to carry out its obligations under this Information Act and consents to the Customer complying with Agreement, and upon such party's giving written notice and full said Act. particulars of such Force Majeure to the other party as soon as SEVERABILITY. If any provision(s) of this Agreement is practicable after the occurrence of the cause, the obligations of held to be invalid, illegal or unenforceable the remaining the party giving notice, so far as its obligations are affected by provisions will remain in full force and effect. the Force Majeure, will be suspended during the continuance of NON-WAIVER. Either s failure at any time to require the Force Majeure. Each party shall seek to remedy the Force PAY Y q Majeure with all reasonable dispatch. If a Force Majeure lasts strict performance by the other party of any provision of this for fifteen (15) continuous days, the party not subject to the Agreement will not waive a party's right to demand strict Force Majeure has the option of terminating any affected compliance at any other time. Schedules at any time during the continuance of such Force RECORDED CONVERSATIONS. Phone conversations Majeure. In the event of termination each party shall be entitled to calculate a settlement amount equal to its total Losses and between employees and/or authorized agents of the parties may be Costs, if any,resulting from termination of the affected Schedules recorded on tape or other electronic media to verify customer and such amount shall be due from the other party within five(5) service quality and pricing terms. Unless a party expressly objects business days after the other party has been notified of the to these recordings at the time of the recording, these recordings settlement amount. may be used as evidence in any proceeding or action relating to Force Majeure means any cause(s) not reasonably this Agreement. within the control, and without fault or negligence, of the party TRANSACTIONS. The parties agree that MidAmerican will affected thereby and which by the exercise of reasonable due confirm a transaction by sending a revised Schedule B by diligence by the affected party could not have been prevented, electronic mail or facsimile to Customer. Customer shall including without limitation, acts of God, civil disturbances, respond, within three (3)business days of receipt of the revised labor strike, interruptions caused by governmental or court orders, inability of the Delivery Company to provide Schedule E. The failure of the Customer to confirm the transaction to MidAmerican by the above deadline constitutes transportation services, inability of MidAmerican's transporter Customer's agreement to the terms of the transaction. or supplier to provide natural gas or the curtailment of transportation service or the breakage, accident or failure of interstate pipeline or Delivery Company facilities. Neither ID: 524551 2 of 3 Contract Number.V?s 7073 RNGSAIE 6/21/2012—CUSTOM BILL&CONFIDENTIALITY 07-16-2012 ckw