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HomeMy WebLinkAbout2025-04-21 Resolution 2025-185_Natural Gas Utility, Asset Purchase AgreementTHE CITY OF WAUKEE, IOWA RESOLUTION 2025-185 RESOLUTION APPROVING A CONTRACT FOR THE SALE OF THE GAS UTILITY TO MIDAMERICAN ENERGY COMPANY IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal Organization; AND, WHEREAS, the City of Waukee has owned and operated a natural gas utility within the City limits of the City of Waukee since 1966; AND, WHEREAS, the City has complied with the requirements of Iowa Code Section 388.2A (2025) and has submitted to the voters at a special election to be held March 4, 2025 the question of whether the City should be authorized to discontinue and dispose of the municipally -owned gas utility, known as Waukee Municipal Gas Utility, by sale?; AND, WHEREAS, at the Special Election held March 4, 2025, the voters authorized the City to discontinue and dispose of the municipally -owned gas utility, known as Waukee Municipal Gas Utility, by sale; AND WHEREAS, the City has worked with MidAmerican Energy Company and finalized an agreement to move forward with the sale of the Gas Utility to MidAmerican Energy Company. NOW BE IT THEREFORE RESOLVED by the City Council of the City of Waukee that the Asset Purchase Agreement attached hereto should be and the same is hereby approved. BE IT FURTHER RESOLVED that the Mayor is hereby authorized to execute the Asset Purchase Agreement on behalf of the City and any and all other documents necessary to complete the sale in accordance with the Agreement. BE IT FURTHER RESOLVED, that the City Attorney and City staff proceed to work with MidAmerican Energy Company to assist in facilitating and completing the work necessary to effectuate closing. Passed by the City Council of the City of Waukee, Iowa, and approved this the 21st day of April, 2025. nClarke, Mayor Attest: Afria/tibot--- Rebecca D. Schuett, City Clerk RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN R. Charles Bottenberg X Chris Crone X Rob Grove X Anna Bergman Pierce X Ben Sinclair X ASSET PURCHASE AGREEMENT (WAUKEE MUNICIPAL GAS UTILITY) This ASSET PURCHASE AGREEMENT is dated J r/ I ,,'u , 2025 (the "Effective Date") and entered into by and between the City of Wadkee, an Iowa municipality ("Seller"), and MIDAMERICAN ENERGY COMPANY, a/an an Iowa Corporation ("Buyer"). RECITALS A. Seller owns a municipal gas utility distribution system located in the City of Waukee, Iowa, known as Waukee Municipal Gas Utility (the "Utility"). B. Seller has agreed to provide and sell to Buyer, all of Seller's ownership interest in the distribution system and certain other assets oftheUtility (the "Waukee Assets", as further defined herein). Buyer has agreed to accept and purchase from Seller all of Seller's ownership interest in the Waukee Assets. C. Seller and Buyer desire to enter into this Agreement to set forth the terms and conditions under which Seller will sell, and Buyer will purchase, all of Seller's right, title and interest in and to the Waukee Assets. NOW THEREFORE, in consideration of the mutual representations, warranties and agreements set forth herein and for other valuable consideration, the Parties agree as follows: ARTICLE 1 DEFINITIONS 1.1 Definitions. The terms defined in this section, whenever used in this Agreement, shall have the respective meanings indicated below for all purposes of this Agreement. "Agreement" means this Asset Purchase Agreement, including all Exhibits and Schedules hereto. "Ancillary Agreements" means the Bill of Sale and the Assignment and Assumption Agreement. "Assigned Contracts" means as stated in Section 2.1(e). "Assignment and Assumption Agreement" means the Assignment and Assumption Agreement described in Section 5.2(b). "Assumed Liabilities" means as stated in Section 3.1. "Bill of Sale" means the Bill of Sale described in Section 5.2(a). "Books and Records" means as stated in Section 2.1(c). "Business Dav" means any day except Saturday, Sunday or a Federal Reserve Bank holiday. "Buyer" means as stated in the opening paragraph of this Agreement. "Buyer Indemnified Parties" means as stated in Section 11.1. "Buyer's Required Approvals" means, collectively, the declarations, filings and registrations with, notice to, and authorizations, consents and approvals of, all Governmental Authorities or Persons necessary for Buyer to execute and deliver this Agreement and the Ancillary Agreements and for Buyer to consummate the transactions contemplated hereby and thereby, which are listed in Schedule 8.3. "Closing" and "Closing Date" mean as stated in Section 5.1. "Confidential Information" means information relating to the finances, marketing plans, operations, business opportunities, personnel, research and development activities, intellectual property and know-how of the Parties. Confidential Information must be in either written form on documents that are clearly identified on their face as being confidential or unwritten form in conversations that are clearly identified as being confidential at the time of the conversation and are confirmed to be confidential in a writing delivered to the other Party within 48 hours of the conversation. Confidential Information shall not include any information that (a) was in the lawful possession of the receiving Party prior to the execution of this Agreement; (b) has become part of the public domain without any violation of the confidentiality obligations under this Agreement; or (c) is required by law or legal process to be publicly disclosed. "Contracts" means as stated in Section 2.1(e). "Customer Base" means as stated in Section 7.16. "Due Diligence Commencement Date" means as stated in Section 6.1 "Due Diligence Expiration Date" means as stated in Section 6.1. "Encumbrances" means any mortgages, pledges, .liens, security interests, restrictions on transfer, rights of first refusal, conditional and installment sale agreements, activity and use limitations, conservation easements, deed restrictions, easements, encumbrances and charges of any kind. "Environment" means all soil, real property, air, water (including surface waters, streams, ponds, drainage basins and wetlands), groundwater, water body sediments, drinking water, stream sediments and land (including land surface and subsurface strata), including all fish, plant, wildlife and other biota and any other environmental medium or natural resource. "Environmental Claim" means any and all written claims alleging potential Liability, administrative or judicial actions, suits, orders, liens, notices alleging Liability, notices of violation, investigations which have been disclosed to Seller, complaints, requests for information relating to the Release or threatened Release into the Environment of Hazardous Substances, proceedings, or other written communication, whether criminal or civil, relating to any applicable Environmental Law based upon, alleging or claiming any actual or potential: (a) violation of, or Liability under, any Environmental Law; (b) violation of any Environmental Permit; or (c) Liability for investigatory costs, clean-up costs, removal costs, remedial costs, response costs, natural resource damages, property damage, personal injury, fines or penalties arising out of, based on, or related to the presence, Release, or threatened Release into the Environment of any Hazardous Substances at any location related to the Waukee Assets, including any off -site location to which Hazardous Substances or materials containing Hazardous Substances were sent "Environmental Clean-up Site" means any location which is listed or formally proposed for listing on the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability Act Information System, or on any similar state list of site requiring investigation or clean-up, or which is the subject of any action, suit, proceeding or investigation which has been disclosed in writing to Seller for any alleged violation of any Environmental Law, or at which there has been a Release, or, to Seller's Knowledge, a threatened Release, of a Hazardous Substance. "Environmental Laws" means all federal, state and local Laws regarding pollution or protection of the Environment, the conservation and management of land, natural resources and wildlife or human health or the Occupational Safety and Health Act (only as it relates to Hazardous Substances), including Laws regarding Releases or threatened Releases of Hazardous Substances or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, Release, transport, disposal or handling of Hazardous Substances. Environmental Laws include the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 960 I et seq.); Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.); Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.); Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.); Clean Air Act (42 U.S.C. §§ 7401 et seq.); Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.); Oil Pollution Act (33 U.S.C. §§ 2701 et seq.); Emergency Planning and Community Right -to -Know Act (42 U.S.C. §§ 11001 et seq.); and Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) only as it relates to Hazardous Substances. "Environmental Permit" means any federal state or local permits, licenses, approvals, consents, registrations or authorizations required by any Governmental Authority under or in connection with any Environmental Law, including any and all orders, consent orders or binding agreements issued by or entered into by a Governmental Authority under any applicable Enviromnental Law. "Excluded Assets" means as stated in Section 2.2. "Excluded Liabilities" means as stated in Section 3.2. "Escrowed Amount" means as stated in the Escrow Agreement. "Escrow Agent" means Brick Gentry P.C., an Iowa corporation. "Escrow Agreement") means as stated in Section 15.1. "Estimated Purchase Price" means the Purchase Price estimated in good faith immediately prior to the Closing by Seller and Buyer pursuant to Section 4.1, applying the formula set forth in Schedule 4.1, minus the Escrowed Amount. "Final Schedule 2.1 — Waukee Assets" means as stated in Section 4.3(d). "FERC" means the Federal Energy Regulatory Commission. "Franchise" means as stated in Section 10.1(d). "GAAP" means generally accepted accounting principles as accepted by the Financial Accounting Standards Board (FASB) and the Government Accounting Standards Board, as in effect from time to time but excluding, with respect to financial statements, footnote disclosures and other presentation items otherwise required. "Governmental Authority" means any government, state or other political subdivision thereof, including any municipality, township or county, and any entity or agency exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any corporation or other entity owned or controlled by any of the foregoing; provided, however, Governmental Authority shall not mean or include Seller. "Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority. "Hazardous Substances" means: (a) any petroleum, asbestos, and or other equipment that contains polychlorinated biphenyls; and (b) any chemicals, materials or substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "hazardous constituents," "restricted hazardous materials," "extremely hazardous substances," "toxic substances," "contaminants," "pollutants," "toxic pollutants" or "hazardous air pollutants" or words of similar meaning and regulatory effect under any applicable Environmental Law. "Indemnified Party" means any Person asserting a claim for indemnification under any provision of Article 11. "Indemnifying Party" means any Person against whom a claim for indemnification is being asserted under any provision of Article 11. "Infrastructure Boundary Issues" means as defined in Schedule 7.6. "Insurance Policies" means all insurance policies carried by or for the benefit of Seller with respect to the ownership, operation or maintenance of the Waukee Assets, including all liability, property damage and business interruption policies. "IRS" means the United States Internal Revenue Service. "IUB" means the Iowa Utilities Board, to be known as the Iowa Utilities Commission pursuant to Section 369 of Senate File 2385, 90'h General Assembly. "Knowledge" means: (a) actual knowledge or awareness of a circumstance or fact; and (b) knowledge or awareness of a related circumstance or fact that a Party would be expected to have after conducting a reasonable investigation following such Party's receipt of actual knowledge or awareness of a circumstance or fact. "Law" means all laws, rules, regulations, codes, statutes, ordinances, treaties and Governmental Orders. "Liability" or "Liabilities" means any liabilities or obligations, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due. "Loss" or "Losses" means any and all damages, fines, penalties, deficiencies, losses, Liabilities, Taxes and expenses, including interest, court costs, reasonable fees of attorneys, accountants and other experts, and other reasonable expenses of litigation or other proceedings or of any claim, default or assessment. "Material Adverse Effect" means: (a) any material adverse change in, or material adverse effect on, or any circumstance that could reasonably be expected to cause a material adverse change in or material adverse effect on, the Waukee Assets, the Liabilities associated with the Waukee Assets, or the condition or operation of the Waukee Assets; or (b) a material adverse effect on the ability of Seller or Buyer to perform its obligations under this Agreement. "Material Loss" means as stated in Section 9.5(b). "Non -Material Contracts" means those contracts, agreements, personal property leases or other commitments incidental to the operation or maintenance of the Waukee Assets that have been entered into by Seller, in the ordinary course of business prior to the Closing Date which: (a) are either (i) terminable, without penalty or any other termination related Liability, upon notice of 90 days or less by Seller or (ii) have a remaining term of one year or less; or (b) require the payment or delivery of goods or services with a value of less than $100,000 in the case of any individual contract or commitment. "Parties" means Seller and Buyer. "Party" means Seller or Buyer. "Permits" means all permits, licenses, registrations, certificates, franchises and other governmental authorizations, consents and approvals used in or necessary for the ownership and operation of the Waukee Assets as presently conducted or as required by Law, including all Environmental Permits. "Permitted Encumbrances" means: (a) statutory liens for Taxes or other governmental charges or assessments not yet due or delinquent or the validity of which are being contested in good faith; (b) mechanic's, materialmen's, and other similar liens arising or incurred in the ordinary course of business; (e) zoning, entitlement, conservation restriction and other land use and environmental regulations imposed by Governmental Authorities; and (d) easements, restrictions, covenants and other matters of record accepted by Buyer. "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, cooperative, joint-stock company, trust, non - incorporated organization or government or any agency or political subdivision thereof. "Pre _Clpsin Date" means the day immediately preceding the Closing Date. "Prudent Utility Practices" means, at a particular time, any of the practices, methods and acts engaged in or approved by a significant portion of the gas utility industry prior to such time, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known, or which reasonably could have been known, at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Utility Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be a spectrum of possible practices, methods or acts expected to accomplish the desired results, having due regard for, among other things, economic factors, manufacturers' warranties and the requirements of Governmental Authorities and the requirements of this Agreement. "Purchase Price" means as stated in Section 4.1. "Real Property" means as stated in Section 2.1(e). "Real Propel y Interests" means as stated in Section 2.1(d). "Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of a Hazardous Substance into the Environment or within any building, structure, facility or fixture; provided, however, that Release does not include any release that is permissible under applicable Environmental Laws or Environmental Permits. "Remediation" means action of any kind required by any applicable Law or order of a Governmental Authority to address a Release, the threat of a Release, or the presence of Hazardous Substances at the Site or an off -Site location, including the following activities to the extent they relate to or arise from the presence of a Hazardous Substance at the Site or an off -Site location: (a) monitoring, investigation, assessment, treatment, clean-up, containment, removal, mitigation, response or restoration work; (b) obtaining any permits, consents, approvals or authorizations of any Governmental Authority necessary to conduct any such activity; (c) preparing and implementing any plans or studies for any such activity; (d) obtaining a written notice from a Governmental Authority with jurisdiction over the Site or an off -site location under Environmental Laws that no material additional work is required by such Governmental Authority; (e) the use, implementation, application, installation, operation or maintenance of remedial action on the Site or an off -Site location, remedial technologies applied to the surface or subsurface soils, excavation and off -Site treatment or disposal of soils, systems for long-term treatment of surface water or ground water, engineering controls or institutional controls; and (f) any other activities required under Environmental Laws to address the presence or Release of Hazardous Substances at the Site or an off -site location. "Seller" means as stated in the opening paragraph of this Agreement. "Seller Indemnified Parties" means as stated in Section 11.2. "Seller's Agreements" means as stated in Section 7.16. "Seller's Required Approvals" means, collectively, the declarations, filings and registrations with, notices to, and authorizations, consents and approvals of, all Governmental Authorities or Persons necessary for Seller to execute and deliver this Agreement and the Ancillary Agreements and for Seller to consummate the transactions contemplated hereby and thereby, which are listed in Schedule 7.3. "Service Commitments" means as stated in Section 8.8. "Site" means the parcels of land included in the Real Property, including all surface and subsurface elements of such land. "Tax" or "Taxes" means all taxes, charges, fees, levies, penalties or other assessments imposed by any federal, state, local, provincial or foreign taxing authority, including income, gross receipts, excise, real or personal property, sales, transfer, customs, duties, franchise, payroll, withholding, social security, receipts, license, stamp, occupation, employment or other taxes, including any interest, penalties or additions attributable thereto, and any payments to any state, local, provincial or foreign taxing authorities in lieu of any such taxes, charges, fees, levies or assessments. "Transfer Filings" means as stated in Section 10.1(c) of this Agreement. "Transfer Taxes" means any real property transfer, sales, use, value added, stamp, documentary, recording, registration, conveyance, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, duty, securities transactions or similar fees or Taxes or governmental charges as levied by any Governmental Authority in connection with the transactions contemplated by this Agreement, including any payments made in lieu of any such Taxes or governmental charges which become payable in connection with the transactions contemplated by this Agreement. "Voter Approval" means as stated in Section 10.1(b). "Waukee Assets" means as stated in Section 2.1. 1.2. Other Definitional and Inteipretive Matters. Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply: a. Exhibits and Schedules. The Exhibits and Schedules to this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. b. Herein. Words such as "herein", "hereinafter", "hereof' and "hereunder" refer to this Agreement as a whole and not merely to a section or subsection in which such words appear unless the context otherwise requires. c. Including. The word "including" or any variation thereof means "including, without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. d. Internal References. Unless otherwise expressly stated, all references in this Agreement to a Section, Schedule or Exhibit are references to a Section, Schedule or Exhibit in or to this Agreement. e. Calculation of Time Period. When calculating the period of time within which, or following which, any act is to be done under this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non -Business Day, the period shall end the next succeeding Business Day. 1.3. Joint Participation. The Parties shall be considered to have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity arises, this Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of authorship of any provision of this Agreement. ARTICLE 2 PURCHASE AND SALE 2.1 Purchase and Sale of Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and accept from Seller, free and clear of all liens and Encumbrances except as expressly set forth herein, and subject to the Permitted Encumbrances, all of Seller's right, title and interest in, to and under the assets specifically identified in Schedule 2.1. Such assets shall be hereinafter collectively referred to as the "Waukee Assets" and shall also include the following: a. All unexpired, transferable warranties and guarantees from third parties with respect to any item of the Waukee Assets, if any. b. All rights in and to any causes of action, claims (including rights under insurance policies to proceeds, refunds or distributions thereunder paid after the Closing Date) and defenses against third parties (including indemnification and contribution) relating to any Assumed Liabilities. c. All equipment repair, maintenance or service records, operating, safety and maintenance manuals, inspection reports, environmental assessments, environment reports and records maintained in compliance with Environmental Laws and regulations, engineering design plans, documents, blueprints and as -built plans, specifications, procedures and other similar items relating primarily to the Waukee Assets, whether existing in hard copy or magnetic or electronic form (collectively, the "Books and Records"). d. All of Seller's interest in and to any right-of-way permits, gas main easements, access permits and leases pertaining to the existing gas utility infrastructure owned by Seller herein identified in Schedule 2.1 (the "Real Property Interests"). Seller shall assign the Real Property Interests: (i) in the case of gas main easements, pursuant to an assignment in the form of Exhibit C (Form of Easement Assignment), and (ii) in the case of infrastructure located in city rights of way and public utility easements, pursuant to an approved franchise ordinate and the right of way permitting ordinance, which may be amended from time to time. e. Certain real property owned by Seller in fee as identified in Schedule 2.1 (the "Real Property"). f. All Contracts (the "Assigned Contracts") identified in Schedules 2.1 and 3.1(d). The term "Contracts" means any purchase orders, contracts, agreements, licenses and leases in which Seller may have an interest or rights relating to the ownership, operation and maintenance of the Waukee Assets which are listed on Schedule 2.1 or which are entered into in the ordinary course of the operation and maintenance of the Waukee Assets after the date hereof. 2.2 Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, Seller shall not sell, assign, transfer, convey or deliver to Buyer, and Buyer shall not purchase and accept, and the Waukee Assets shall not include, Seller's right, title or interest, if any, in or to any assets not listed on Schedule 2.1, including but not limited to the following assets (collectively, the "Excluded Assets"): a. Seller's administrative buildings located at 805 University Avenue, Waukee, Iowa 50263 and 230 W. Hickman Road, Waukee, Iowa 50263. b. Seller's Automated Meter Infrastructure ("AMI") or Automated Meter Reading ("AMR") and any rights the City possesses relative to the location and placement of said infrastructure and equipment on City Property or property owned or controlled by third parties. It is understood that Buyer, upon reasonable request and subject to entering into an agreement and lease acceptable to the City, may be granted separate authority to place Buyer's own AMR or AMI antennae on elevated City infrastructure under the same terms and conditions afforded to any other private party utilizing said City infrastructure. .I• c. Seller's public utility easements, rights of way and property not otherwise specifically identified in section 2.1. d. Seller's operational assets consisting of fleet, field and office equipment and supplies, and other items of tangible personal property used in the operation of the Utility and not listed on Schedule 2.1. e. Cash, cash equivalents, cash collateral accounts, bank deposits, trade credits, accounts and notes receivable (trade or otherwise) of Seller, and any income, sales, payroll or other receivables relating to the Waukee Assets during any period prior to the Closing Date. f. All assets and properties of every kind and description and whenever located owned or held for use by Seller which are not used in, or related to, the Waukee Assets. g. Any rights in and to any causes of action, claims (including rights under insurance policies to proceeds, refunds or distributions thereunder paid after the Closing Date) relating to any Assumed Liabilities, if any, but only to the extent the foregoing relate to any direct, incurred costs and expenses incurred by Seller, which direct, incurred costs and expenses shall be reimbursed to Seller. h. All other real and personal property of Seller not listed in Schedule 2.1. i. Customer deposits collected or held by Seller in accordance with, and subject to, Seller's deposit policy to secure payment on customer accounts as the date of closing. i. All uninstalled gas utility inventory, finished goods, raw materials, supplies, parts, and other inventories, including, but not limited to pipes, valves and meters. ARTICLE 3 ASSUMED LIABILITIES 3.1 Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Buyer shall assume, agree to pay, perform and discharge its pro-rata share, when due, of the following obligations and liabilities of Seller (collectively, the "Assumed Liabilities"): a, All Liabilities in respect of the Assigned Contracts but only to the extent that such Liabilities thereunder are required to be performed after the Closing Date, were incurred in the ordinary course of business, and do not relate to any failure to perform, improper performance, warranty, or other breach, default, or violation by Seller on or prior to the Closing. b. Those Liabilities of Seller set forth on Schedule 3.1(d). 3.2 Excluded Liabilities. Except as expressly provided in Section 3.1, Buyer shall not assume or be liable for any Liabilities of Seller whatsoever, including the following Liabilities of Seller (collectively, the "Excluded Liabilities"): a. Any Liabilities of Seller in respect of any Excluded Assets or any other assets of Seller which are not Waukee Assets. b. Any Liabilities of Seller arising from the ownership, operation, use or maintenance of the Waukee Assets which arise prior to the Closing Date or arise from any event, fact or circumstance occurring or existing prior to the Closing Date, except as provided herein. c. Any Liabilities of Seller for Taxes attributable to the ownership, sale, operation, maintenance or use of the Waukee Assets for taxable periods, or portions thereof, ending prior to the Closing Date or arising from this Agreement or the transactions contemplated hereby. d. Liabilities of Seller to the extent arising from the execution, delivery or performance of this Agreement and the transactions contemplated hereby. e. Any other Liabilities expressly allocated to or retained by Seller in this Agreement. f. All other Liabilities of Seller, except to the extent that such Liabilities constitute Assumed Liabilities. ARTICLE 4 PURCHASE PRICE 4.1 Purchase Price. The aggregate consideration to be paid by Buyer for the Waukee Assets shall be Eighteen Million Seven Hundred Fifty Thousand and No Hundredths Dollars ($18,750,000.00), adjusted as set forth on Schedule 4.1, including but not limited to a true -up adjustment for actual net book value acquired plus a ten percent (10%) premium (the "Purchase Price"); provided, however, that in no event shall the Purchase Price be below Seventeen Million Six Hundred Fifty Thousand and No Hundredths Dollars ($17,650,000.00). The Purchase Price shall be paid byBuyer as set forth in this Article 4. 4.2 Payment. The Purchase Price, computed in accordance with Schedule 4.1, plus the payments provided in Schedule 2.1(Northern Natural Contracts), shall be paid by Buyer to Seller in the following manner: a. At the Closing, Buyer shall transfer and deliver: (i) to Escrow Agent, by wire transfer to an account or accounts designed by Escrow Agent, the Escrowed Amount; and (ii) to Seller, by wire transfer to an account or accounts designated by Seller, the Estimated Purchase Price. All closing payments shall be reflected on a closing statement to be executed by Buyer and Seller at Closing. b. Within three (3) business days of the final determination of the Final Schedule 2.1 — Waukee Assets (as defined Section 4.3(d)) in accordance with Section 4.3 below: (i) Buyer shall deliver to the Seller an amount equal to the Adjustment Amount (as defined in Section 4.3(d)) in the event that the Adjustment Amount is positive; or (ii) Seller shall deliver to Buyer an amount equal to the absolute value of the Adjustment Amount in the event that the Adjustment Amount is negative, to an account that Buyer has designated at least three (3) business days prior to the Closing. 4.3 Final Schedule 2.1 — Waukee Assets; Post -Closing True -Up. The final schedule 2.1 — Waukee Assets shall be determined as follows: a. No later than five (5) business days after Closing, Seller shall deliver to Buyer Final Schedule 2.1 — Waukee Assets as of the Pre -Closing Date, prepared from the books and records of Seller, on a basis consistent with GAAP. The Final Schedule 2.1 — Waukee Assets shall include a listing of every individual asset to be conveyed that includes a detailed description of each asset, along with the asset's acquisition date, original cost, and accumulated depreciation to the date of CIosing. Upon the submission of the Final Schedule 2.1 — Waukee Assets by Seller, Seller and Buyer will work to mutually develop a statement setting forth the Adjustment Amount, if any. b. No later than five (5) business days following the delivery of the Final Schedule 2.1 — Waukee Assets , each of Buyer and Seller may object to any of the information contained in the Final Schedule 2.1 — Waukee Assets that could affect the Purchase Price. Any such objection shall be made in writing and shall state the objecting party's determination of the Adjustment Amount. Failure to object in the manner set forth herein shall be deemed acceptance of the Final Schedule 2.1 — Waukee Assets for all purposes of determining the Adjustment Amount under the terms of this Agreement by the Buyer or Seller, as the case may be. c. In the event of a dispute or disagreement relating to the Final Schedule 2.1 — Waukee Assets or the Adjustment Amount that the parties are unable to resolve, either party may elect to have all such dispute or disagreement resolved by an accounting firm (the "Third Accounting Firm") to be mutually selected by Seller and Buyer or, if no mutual agreement is reached, such accounting firm as is mutually selected by Buyer's accountants and Seller's accountants. The Third Accounting Firm shall make a resolution of Final Schedule 2.1 — Waukee Assets in dispute as of the Pre -Closing Date and the calculation of the Adjustment Amount, which shall be final and binding for purposes of this Article 4. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) days of submission of the Final Schedule 2,1 — Waukee Assets to it and, in any case, as soon as practicable after such submission. The fees and expenses for the services of the Third Accounting Firm shall be shared equally by Buyer and Seller. d. The Waukee Assets as of the Pre -Closing Date as determined in accordance with this Section 4.3 is herein referred to as the "Final Schedule 2.1 — Waukee Assets." The "Adjustment Amount" shall be an amount equal to the difference between the Purchase Price (based on the Final Schedule 2.1- - Waukee Assets) and the Estimated Purchase Price determined as set forth on Schedule 4.1. If the Purchase Price (based on the Final Schedule 2.1— Waukee Assets) exceeds the Estimated Purchase Price, the Adjustment Amount shall be immediately paid to Seller in good funds. If the Purchase Price (based upon the Final Schedule 2.1 — Waukee Assets) is less than the Estimated Purchase Price, the Adjustment Amount shall be immediately paid to Buyer in good funds. ARTICLE 5 CLOSING AND TRANSFER 5.1 Closing. Upon the terms and subject to the conditions of this Agreement, the sale and purchase of the Waukee Assets and the related actions contemplated hereby shall take place at a closing to be held at 10:00 a.m., prevailing Central Time, on November 6, 2025, at Brick Gentry P.C., or at such other time, date or location as the Parties may agree upon in writing (the "Closing"_or the "Closing Date"), which Closing shall be effective for all purposes herein as of 12:01 a.m, prevailing Central Time on the Closing Date. 5.2 Closing Deliveries to Seller. At Closing, Seller shall perform all acts necessary to put Buyer in actual and complete possession and control of the Waukee Assets, including the delivery to Buyer of such instruments of sale, assignment and transfer duly executed and in form and content satisfactory to counsel for Buyer, as are necessary to vest in Buyer good and marketable title to and possession of the Waukee Assets, subject to the Permitted Encumbrances, Without limiting the generality of the foregoing, Seller shall duly execute and/or deliver, as the case may be, the following at Closing: a. A Bill of Sale conveying the Waukee Assets to Buyer, free and clear of any and all Encumbrances, except for the Permitted Encumbrances, in the form attached hereto as Exhibit A (the "Bill of Sale"). b. An Assignment and Assumption Agreement transferring to Buyer all of Seller's rights and obligations under this Agreement (including but not limited to the rights and obligations under the Assigned Contracts), in the form attached hereto as Exhibit B (the "Assignment and Assumption Agreement") and as it pertains to the Northern Natural Gas Contracts assumed by Buyer, those documents required by Northern Natural Gas in the ordinary course of their business operations. c. Copies of Seller's Required Approvals. d. All instruments of transfer reasonably necessary or advisable to transfer to the Buyer all of the Seller's rights to the Permits. e. All instruments, certificates, documents and other filings, if applicable, necessary to release the Waukee Assets from all Encumbrances, except the Permitted Encumbrances. f. Copies certified by the City Clerk of Seller, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by Seller in connection herewith, and the consummation of the transactions contemplated hereby. g. Copies of all Books and Records in Seller's possession or control or to which Seller has access. h. Such other instruments as are reasonably necessary to transfer any rights - of -way, easements, access permits and leases identified in Schedule 2.1. i. Such other instruments as are necessary to transfer the Assigned Contracts identified in Schedule 2.1. 5.3 Buyer's Deliveries. At Closing, Buyer shall duly execute and/or deliver to Seller, as the case may be, the following: a. The Purchase Price, as set forth in Section 41 subject to the Escrowed Amount and Escrow Agreement as described in Section 15.1. b. The Assignment and Assumption Agreement. and as it pertains to the Northern Natural Gas Contracts assumed by Buyer, those documents required by Northern Natural Gas in the ordinary course of their business operations. c. Copies of Buyer's Required Approvals. d. Copies, certified by the appropriate officer of Buyer, of resolutions authorizing the execution and delivery of this Agreement, and all of the agreements and instruments to be executed and delivered by the Buyer in connection herewith, and the consummation of the transactions contemplated hereby. 5.4 Prorations. Buyer and Seller agree that all of the items normally prorated, including those Iisted below, relating to the use and operation of the Waukee Assets shall be prorated as of 12:01 a.m. on the Closing Date, with Seller entitled to, and responsible for, such items to the extent they relate to any time period prior to 12:01 a.m. on the Closing Date, and Buyer entitled to, and responsible for, such items to the extent they relate to periods commencing as of 12:01 a.m. on the Closing Date: a. Taxes, assessments and other charges, if any, relating to the ownership, use or business of the Waukee Assets. For property listed in Section 2.1(d), Seller shall pay all personal property taxes assessed in the year prior to the year in which the Closing occurs and in any prior year. All personal property taxes assessed for the year in which the Closing occurs shall be prorated to the Closing Date, with Seller responsible for all taxes assessed up to the Closing Date and Buyer responsible for all taxes assessed thereafter. b. All income, rights and credits arising from or relating to the ownership or operation of the Waukee Assets. Each Party shall immediately deliver to the other Party any income, rights and credits received by a Party which are the property of the other Party, as described in this Agreement. The Parties shall cooperate after the Closing Date to fully implement the proration of items as described in this section. 5.5 Time. The Parties acknowledge and agree that time is of the essence in the performance of this Agreement. Each Party's agreement to perform its obligations on the dates set forth in this Agreement, including the Closing Date, are material terms to this Agreement and constitute important consideration and inducement to the Parties without which they would not have agreed to execute and deliver this Agreement. 5.6 Updated Schedules. In the event it is necessary for Buyer or Seller to update any of the Schedules to the Agreement prior to Closing, the Party updating the Schedules shall deliver to the other Party a full and complete set of the Schedules to this Agreement no later than the Closing Date, and such Schedules, if received by the Party on or prior to the Closing Date, shall be deemed to be part of the Schedules delivered in connection with the execution and delivery of this Agreement. Buyer and Seller shall have received and be reasonably satisfied as to the accuracy of any delayed Schedules delivered under this Section 5.6 and the receiving Party shall notify the other Party of any objections to any delayed Schedules within five (5) business days of receipt of such delayed Schedules. ARTICLE 6 DUE DILIGENCE 6.1 Access: Investigation. Beginning on a date that is ten (10) days after the date of Voter Approval (the "Due Diligence Commencement Date") and ending on a date that is ninety (90) days after the Due Diligence Commencement Date (the "Due Diligence Expiration Date"), Buyer shall have the right to investigate and inspect the Waukee Assets and to make such audits, tests, studies, examinations, appraisals and due diligence investigations as deemed necessary or desirable by Buyer, including without limitation a Phase I and Phase II Environmental Site Assessment. Buyer shall make a good faith effort to complete such investigations as soon as reasonably practicable after the Due Diligence Commencement Date, shall periodically apprise Seller of its progress with such investigations, and shall apprise Seller of any findings that Buyer believes might prevent the CIosing. In the event that Buyer is not satisfied, acting reasonably, with the results of the due diligence investigation, Buyer shall be entitled, at its reasonable discretion and in accordance with Section 12, to terminate its obligations under this Agreement any time prior to the Closing. Seller shall furnish to Buyer or its authorized representatives such information and documents concerning the Waukee Assets and their operation, maintenance and performance as Buyer shall reasonably request. Seller shall also use its best efforts, upon reasonable notice, to: (a) give Buyer and its representatives reasonable access to management personnel engaged in the operation of the Waukee Assets and all books, records, and other facilities and properties constituting the Waukee Assets; (b) furnish Buyer with such operating data and other information with respect to the Waukee Assets as Buyer may from time to time reasonably request; and (c) furnish Buyer a copy of each material report, schedule or other document filed with respect to the Waukee Assets with any other Governmental Authority having jurisdiction over the Waukee Assets; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the Waukee Assets; provided, however, Seller need not supply Buyer with information that Seller is legally prohibited from supplying. All information furnished to or obtained by Buyer pursuant to this section or previously provided by Seller shall constitute Confidential Information under this Agreement, except to the extent such information is excluded from the definition of Confidential Information pursuant to the last sentence of the definition thereof. Buyer agrees to return all such information and all copies thereof upon termination of this Agreement. ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF SELLER As further inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Seller represents and warrants to Buyer and agrees as follows: 7. I Organization. Seller is a municipal corporation duly organized, validly existing, and in good standing under the laws of the State of Iowa and has all requisite power and authority to own, lease and operate its properties and to carry on its business as is now being conducted. 7.2 Authorization. Seller has full power and authority to execute and deliver this Agreement and the Ancillary Agreements and, upon the receipt of Seller's Required Approvals, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements have been, and, upon the receipt of Seller's Required Approvals, the consummation of the transactions contemplated hereby and thereby will have been, duly and validly authorized by all- necessary action required on the part of Seller. No other proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or, upon the receipt of Seller's Required Approvals, to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Seller and, at the Closing, the Ancillary Agreements will be duly and validly executed and delivered by Seller, and this Agreement and the Ancillary Agreements shall constitute the legal, valid and binding agreements of Seller. 7.3 Consents and Approvals. Except for Seller's Required Approvals as set forth in Schedule 7.3, the Voter Approval set forth in Section 10.1(b) and the IUB actions and Transfer Filings set forth in Section 10.1(c), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or Person is necessary for the execution and delivery of this Agreement or the Ancillary Agreements by Seller or the consummation by Seller of the transactions contemplated hereby or thereby. 7.4 No Violation. Subject to the receipt of Seller's Required Approvals, neither the execution and delivery of this Agreement or the Ancillary Agreements by Seller nor the consummation of the transactions contemplated hereby or thereby by Seller will (a) conflict with or result in the breach or violation of any provision of the formational or governing documents of Seller; (b) result in a default under, or conflict with the terms of, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Seller is a party or by which Seller, or any of the Waukee Assets, may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained; or (c) violate any Law applicable to Seller, or any of its assets, which violation would have a Material Adverse Effect. 7.5 Reports. To Seller's Knowledge, Seller has properly filed or caused to be properly filed with the applicable state or local utility commissions or regulatory bodies and FERC, as the case may be, all material forms, statements, reports and documents required to be filed with respect to the Waukee Assets under any applicable Laws. 7.6 Title. Seller owns all of the Waukee Assets. Seller has, or at Closing will have, good and valid title to the Waukee Assets, free and clear of all Encumbrances, except: (a) the Permitted Encumbrances and (b) as set forth on Schedule 7.6. 7.7 Insurance. All Insurance Policies are in full force and effect, all premiums with respect thereto covering all periods up to and including the date as of which this representation is being made have been paid, and no written notice of cancellation, non -renewal or termination has been received with respect to any such policies which was not replaced on substantially similar terms prior to the date of such cancellation, 7.8 Legal Proceedings. There are no claims, actions, proceedings or investigations pending or threatened against Seller before any arbitrator, mediator or Governmental Authority that may have a Material Adverse Effect. Seller is not subject to any outstanding Governmental Orders that may materially adversely affect the Waukee Assets. 7.9 Permits. All Permits necessary for the ownership (including by Seller) and operation of the Waukee Assets have been obtained and are in full force and effect, and, to Seller's Knowledge, the Waukee Assets have been, and are being, operated and maintained in full compliance with the Permits. Seller has not received any notification, which remains unresolved, that the Waukee Assets, or any portion thereof, are in violation of any of the Permits. Schedule 7.9 sets forth all Permits applicable to the Waukee Assets that are held by Seller. 7.10 Compliance with Laws. There are no existing violations by Seller of any applicable Laws or Governmental Orders with respect to the Waukee Assets or the operation thereof or which may adversely affect Seller's execution or performance of this Agreement. 7.11 Condition of Assets. The Waukee Assets are in good operating condition, normal wear and tear excepted. Other than the items set forth in the scheduled upgrades relating to the Waukee Assets attached hereto as Schedule 7.11, there are no material upgrades, refurbishments or capital additions or improvements of the Waukee Assets that have been identified as being required or planned, in each case during the twelve (12) month period following the Closing Date, for the Waukee Assets to be operated in the ordinary course after the Closing Date. Except for the representation of Seller set forth in this Section 7.11 above, Seller makes no representations regarding the condition of the Waukee Assets, and Buyer accepts the Waukee Assets as is. 7.12 Tax Matters. Seller has timely and accurately filed any and all returns and reports required to be filed with the IRS or any state or local taxing authority, and has paid any and all Taxes due and payable by Seller, in connection with or relating to Seller's ownership and use of the Waukee Assets. There are no Encumbrances for Taxes upon the Waukee Assets. 7. 1 3 Certain Contracts and Arrangements. Except for: (a) any Assigned Contracts (b) contracts, agreements, personal property leases, commitments, understandings or instruments in which all rights or obligations of Seller will be fully performed or terminated prior to the Closing Date, (c) Non -Material Contracts, and (d) the Ancillary Agreements, Seller is not, as of the date of this Agreement, a party to, or to Seller's Knowledge a beneficiary of, any contract, agreement, personal property lease, commitment, understanding or instrument relating to the ownership or operation of the Waukee Assets. 7,14 Brokerage Fees and Commissions. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller, except for PFM Financial Advisors, LLC. 7.15 Disclosure. No representation or warranty or other statement made by Seller in this Agreement, the Ancillary Agreements, or any other document delivered by or on behalf of Seller in conjunction with this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make any of them, in light of the circumstances under which it was made, not misleading. 7.16 Municipal Gas Utility Customers. To Seller's Knowledge, Seller's customer base for the service area served by the Waukee Assets is as described in Schedule 7.16 ("Customer Base"). 7.17 No FERC Facilities. Seller has not and is not transferring as part of the Waukee Assets any FERC jurisdictional facilities. 7.18 Environmental. Seller has no knowledge of any Environmental Claim, including any pending or threatened, on the real property where the Waukee Assets are located prior to the Closing. ARTICLE 8 REPRESENTATIONS AND WARRANTIES OF BUYER As a further inducement to Seller to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer represents and warrants to Seller and agrees as follows: 8.1 Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Iowa and has all requisite power and authority to own, lease, and operate its properties and to carry on its business as is now being conducted. 8.2 Authorization. Buyer has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action required on the part of Buyer and no other proceedings on the part of Buyer are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Buyer and, at the Closing, the Ancillary Agreements will be duly and validly executed and delivered by Buyer, and this Agreement and the Ancillary Agreements shall constitute the legal, valid and binding agreement of Buyer. 8.3 Consents and Approvals. Except for Buyer's Required Approvals as set forth in Schedule 8.3, and the 1UB actions and Transfer Filings set forth in Section 10.1(c), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or Person is necessary for the execution and delivery of this Agreement or the Ancillary Agreements by Buyer or the consummation by Buyer of the transactions contemplated hereby or thereby. 8.4 No Violation. Subject to the receipt of Buyer's Required Approvals, neither the execution and delivery of this Agreement or the Ancillary Agreements by Buyer nor the consummation of the transactions contemplated hereby or thereby by Buyer will (a) conflict with or result in the breach or violation of any provision of the formational or governing documents of Buyer; (b) result in a default under, or conflict with the terms of, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Buyer is a party or by which Buyer may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained; or (c) violate any Law applicable to Buyer, or any of its assets, which violation would have a Material Adverse Effect. 8.5 Legal Proceedings. There are no claims, actions, proceedings or investigations pending or, to Buyer's Knowledge, threatened against Buyer before any arbitrator, mediator or Governmental Authority which may: (a) have a Buyer Material Adverse Effect; or (b) prohibit the performance by such Buyer of this Agreement or any of the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. Buyer is not subject to any outstanding Governmental Orders which would have a Buyer Material Adverse Effect. 8.6 Brokerage Fees and Commissions. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer. 8.7 Disclosure. No representation or warranty or other statement made by Buyer in this Agreement, the Ancillary Agreements, or any other document delivered by or on behalf of Buyer in conjunction with this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make any of them, in light of the circumstances under which it was made, not misleading. 8.8 Service Commitments. Buyer agrees and acknowledges that the service commitments set forth in Article 13 of this Agreement (the "Service Commitments"), including but not limited to the rate commitments in Section 13.2 are material parts of the total consideration provided by Buyer for the transaction contemplated by this Agreement and were relied upon by Seller for Seller's decision to enter into the transaction and this Agreement. Buyer agrees and acknowledges that its consideration for the transaction and this Agreement include the performance of said Service Commitments subsequent to the Closing Date, and that failure to perform such Service Commitments will constitute a material breach of this Agreement entitling Seller to all remedies available at law or in equity. ARTICLE 9 COVENANTS 9.1 Conduct of Business. From the Effective Date to the Closing Date, except for the regulation of the rights of way and property interest owned or otherwise possessed by Seller, Seller shall take no action that would cause the Waukee Assets not to be operated and maintained in the ordinary course consistent with Prudent Utility Practices and past practices at the Utility and applicable federal, state and local laws which may be amended from time to time. Without limiting the generality of the foregoing, Seller shall not directly do any of the following with respect to the Waukee Assets: a. Except for Permitted Encumbrances, sell, lease (as lessor), pledge, mortgage, encumber, restrict, transfer or otherwise dispose of, or grant any right, or suffer to be imposed any Encumbrance on or with respect to any of the Waukee Assets. b. Enter into any agreement relating to the provision of gas service within the service territory currently served by Seller. This includes but is not limited to entering into new gas purchase or transport agreements that require the purchase of gas beyond the Closing Date without participation and consent by the Buyer. c. Engage in any practice, take any action, fail to take any action, or enter into any transaction through the Closing Date that will result in any material breach of any representation or warranty of Seller hereunder as of the Closing Date. d. Fail to preserve intact the Waukee Assets. e. Fail to comply with any Laws relating to the Waukee Assets. f. Fail to maintain or repair the Waukee Assets in accordance with Prudent Utility Practices and the historical maintenance and repair practices of Waukee Assets. g, Fail to maintain the Insurance Policies on the Waukee Assets. h. Settle any claim or litigation that results in any material obligation imposed on the Waukee Assets that could reasonably be likely to continue past the Closing Date. i. • Agree to enter into any transactions or take any action, as applicable, set forth in the foregoing subsections (a) through (h) above. 9.2 Consents and Approvals. a. Following the execution of this Agreement, Seller shall use its best efforts to make and/or obtain, as is applicable: (i) Seller's Required Approvals (including but not limited to the Voter Approval set forth in Section 10.1 (b) and the IUB actions and Transfer Filings set forth in Section 10.1(c)); (ii) the transfer of any Permits required to consummate the transactions described in this Agreement; and (iii) any other consents, approvals or authorizations advisable to consummate the transactions contemplated by this Agreement. Seller shall consult with Buyer, and keep Buyer informed, regarding all material actions or developments relating to Seller's Required Approvals. All such consents, waivers, approvals and notices will be in writing and in form and substance satisfactory to Buyer, and copies thereof will be provided to Buyer promptly after receipt or making thereof, as is applicable. b. Following the execution of this Agreement, Buyer shall use its best efforts to make and/or obtain, as is applicable: (i) Buyer's Required Approvals (including but not Limited to the IUB actions and Transfer Filings set forth in Section 10.1(c)); (ii) the transfer of any Permits required to consummate the transactions described in this Agreement; and (iii) any other consents, approvals or authorizations advisable to consummate the transactions contemplated by this Agreement. Buyer shall consult with Seller, and keep Seller informed, regarding all material actions or developments relating to Buyer's Required Approvals. All such consents, waivers, approvals and notices will be in writing and in form and substance satisfactory to Seller, and copies thereof will be provided to Seller promptly after receipt or making thereof, as is applicable. c. Seller shall be responsible for all costs associated with Seller's Required Approvals. Buyer shall be responsible for all costs associated with Buyer's Required Approvals. The Parties shall share out-of-pocket costs associated with the transfer of any Permits or the receipt of any other consents, approvals or authorizations described in subsections (a) and (b) above. 9.3 Tax Matters. Buyer shall be responsible for and pay the Transfer Taxes, if any, incurred in connection with the transfer of assets and rights contemplated by this Agreement. Each Party shall be responsible for any other Tax incurred by such Party, if any, as a result of this Agreement and the transactions contemplated hereby. Each Party shall file, if and to the extent required by applicable Law, all necessary Tax returns and reports and other documentation with respect to their respective Tax obligations, if any. 9.4 Notification of Certain Matters. Prior to the Closing Date, Seller shall give notice to Buyer, and Buyer shall give notice to Seller, as promptly as reasonably practicable upon becoming aware of: (a) any fact, change, condition, circumstance, event, occurrence or non- occurrence that has caused or is reasonably likely to cause any representation or warranty in this Agreement made by it to be untrue or inaccurate in any respect at any time after the Effective Date and prior to the Closing; (b) any material failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; (c) the institution of or the threat of institution of any legal proceeding against any of the Parties related to this Agreement or the transactions contemplated hereby; or (d) any circumstance, occurrence or event which has, or may be reasonably expected to have, a Material Adverse Effect. No information provided to a Party pursuant to this section shall limit or otherwise affect the remedies available to such Party under this Agreement, nor shall it affect or impair the representations or warranties of, or the conditions to the obligations of, the Parties. 9,5 Risk of Loss. Prior to the Closing Date, all risk of loss or damage to the Waukee Assets shall be borne by Seller. In the event of condemnation or destruction or damage to the Waukee Assets prior to the Closing Date, the terms of this section shall apply. a. If, before the Closing Date, all or any material portion of the Waukee Assets are taken by eminent domain or are the subject of a pending or, to Seller's Knowledge, contemplated taking which has not been consummated and such taking has resulted in, or such contemplated taking could reasonably be expected to result in, a Material Adverse Effect, Seller shall notify Buyer promptly in writing of this fact. In such event, the Closing Date shall be automatically extended, if necessary, to a date that is ninety (90) days after Seller gives such notice to Buyer. During the ninety (90) day period after Seller gives such notice to Buyer, Buyer and Seller may negotiate alternate terms on which to proceed with the transactions contemplated by this Agreement. If no agreement is reached within ninety (90) days after Seller has notified Buyer of such taking, then any Party shall have the option, in its sole discretion, to terminate this Agreement as to that Patty's obligations hereunder. b. If, before the Closing Date, all or any material portion of the Waukee Assets are damaged or destroyed and such damage or destruction has resulted in a Material Adverse Effect (a "Material Loss"), Seller shall notify Buyer promptly in writing of such Material Loss. In the event of a Material Loss, the Closing Date shall be automatically extended, if necessary, to a date that is thirty (30) days after the date that the Seller determines whether or not to repair or rebuild the damaged assets. If the Seller elects not to rebuild or repair the damaged assets, then this Agreement shall terminate upon the Closing Date (extended as described in the preceding sentence) without any further action by the Parties, unless otherwise agreed in writing by the Parties. If the Seller elects to rebuild or repair the damaged assets, then this Agreement shall not terminate and, instead, the Closing Date shall be extended to a date that is thirty (30) days after the date upon which the reconstruction and repair of the damaged assets has been completed. In the event Seller elects to rebuild or repair the damaged assets, Seller shall promptly notify Buyer when reconstruction and repair of the damaged assets has been completed, and, anything in Section 6.1 notwithstanding, Buyer shall have fifteen (15) days from the date of such notice to investigate and inspect the damaged assets and to make such audits, tests, studies, examinations, appraisals and due diligence investigations as deemed necessary or desirable by Buyer. In the event that Buyer is not satisfied, acting reasonably, with the results of this due diligence investigation, Buyer shall be entitled, at its reasonable discretion and in accordance with Section 12, to terminate its obligations under this Agreement any time prior to the Closing. Buyer's right of due diligence under this subsection is in addition to, and does not limit or waive, Buyer's right of due diligence under Section 6.1. 9.6 Confidential Information. The Parties recognize the proprietary and confidential nature of the Confidential Information which may be exchanged in the course of the performance of this Agreement and, accordingly, undertake to protect and hold in strict confidence any Confidential Information disclosed to a Party by the other Party and to use the Confidential Information only for the purposes of the performance of this Agreement, or as otherwise expressly agreed. In addition, Buyer recognizes the confidentiality of all information which has been or will be provided by Seller prior to the Closing Date, and agrees to not use such information for any purpose other than to evaluate the transaction contemplated herein. Notwithstanding these provisions, the Parties may disclose such information: (a) if required by a Governmental Authority, but only after notifying the other Party regarding such disclosure and using reasonable efforts to obtain a protective order to limit disclosure and recognize the confidentiality of such Confidential Information; (b) as may be required by applicable state open records laws; and (c) as may be required to obtain any regulatory approvals or consent required for the performance of, or exercise of any rights under, this Agreement. 9.7 Expenses. Except to the extent specifically provided herein, whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including the cost of legal, technical and financial consultants and the cost of filing for and prosecuting applications for Buyer's Required Approvals and Seller's Required Approvals, shall be borne by the Party incurring such costs and expenses. 9.8 Post -Closing Maintenance of Records. Following the Closing Date and subject to all applicable Laws, each Party shall have reasonable access to all of the books and records in the possession of the other Party to the extent that such access may reasonably be required by such Party in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Waukee Assets. Such access shall be afforded by the Party in possession of such books and records upon receipt of reasonable advance notice and during normal business hours. If the Party in possession of such books and records shall desire to dispose of any such books and records earlier than three years after the Closing Date, such Party shall, prior to such disposition, give the other Party a reasonable opportunity at such other Parry's expense, to segregate and remove such books and records as such other Party may select. 9.9 Further Assurances; Cooperation. Subject to the terms and conditions of this Agreement, each Party shall use its best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the sale, transfer, conveyance and assignment of the Waukee Assets and the assignment of the Assumed Liabilities or the exclusion of the Excluded Liabilities pursuant to this Agreement and to consummate and make effective the other transactions contemplated by this Agreement and the Ancillary Agreements, including using best efforts to ensure satisfaction of the conditions precedent to each Parry's obligations hereunder and thereunder. 9.10 Post -Closing Actions. After the Closing Date, Seller will execute and deliver such documents to Buyer as Buyer may reasonably request, at Seller's expense, in order to more effectively consummate the transactions contemplated by this Agreement or to more effectively vest in Buyer title to the Waukee Assets, and Buyer will, at Buyer's expense, execute and deliver such documents to Seller as Seller may reasonably request in order to evidence Buyer's assumption of the Assumed Liabilities. 9.11 Public Statements. The Parties shall develop a mutually agreed upon press release or public announcement to be issued with respect to the execution and/or performance of this Agreement. No Party will make or issue any press release or public announcements or statements with respect to this Agreement or the transactions contemplated hereunder without the prior written consent of the other Party, except that such consent shall not be required where such release, announcement or disclosure is required by applicable Law or the rules or regulations of a securities exchange, other self -regulatory authority or governmental agency. 9.12 Assistance; Easements. Seller shall provide Buyer reasonable support and assistance for acquiring all necessary easements, permits, and other required authorizations or approvals for continued use and operation of the Waukee Assets. Any third -party cost and expenses incurred by Seller in providing such support and assistance shall be paid by Buyer. 9.13 Employees and Employee Benefits. a. Commencing on the Closing Date, Buyer shall offer employment to all employees of Seller who are actively working with the Utility. Buyer's obligation to offer employment to any employee subject to this subsection 9.13(a) shall be contingent upon the employee properly completing an application for employment with Buyer, which Buyer will make available to the employee, and the employee's successful completion of Buyer's usual background checks, screenings, and eligibility requirements, including but not limited to eligibility for employment in the United States. b. In the event Buyer hires any employee of Seller who is actively working with the Utility, Seller shall be solely responsible for any compensation or other amounts payable to any such employee of Seller, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with Seller at any time on or prior to the Closing Date and Seller shall pay all such amounts to all entitled persons on or prior to the Closing Date. c. Each employee of Seller who becomes employed by Buyer in connection with the transactions contemplated by this Agreement shall be eligible to receive the salary and benefits maintained for employees of Buyer on substantially similar terms and conditions in the aggregate as are provided to similarly situated employees of Buyer. d. Each employee of Seller who becomes employed by Buyer in connection with the transaction shall be given service credit for the purpose of eligibility under the group health plan and eligibility and vesting only under the qualified retirement plans under the internal revenue code maintained by Buyer for his or her period of service with the Seller prior to the Closing Date; provided, however, that (i) such credit shall be given pursuant to payroll or plan records, at the election of Buyer, in its sole discretion; and (ii) such service crediting is not specifically prohibited by Buyer's qualified retirement plans as of December 31, 2022 and no ability to amend any such prohibition according to the plan documents. ARTICLE 10 CONDITIONS TO CLOSING 10.1 Conditions to Obligations of Each Party. The respective obligation of each Party to consummate the transactions contemplated by this Agreement is subject to the satisfaction or, to the extent permitted by Law, waiver by Buyer and Seller on or prior to the Closing Date (or such other date as described below) of the following conditions: a. No preliminary or permanent injunction or Law or Governmental Order shall be in effect which prohibits the consummation of the transactions contemplated by this Agreement. b. Approval of the authority to discontinue and dispose of the municipally - owned gas utility by sale, by the voters of the City of Waukee, according to the procedures set forth in sections 388.2 and 388.2A of the Iowa Code ("Voter Approval"). "Approval", as used in this subsection "b", includes expiration of the statutory period for challenging the legality of the election or compliance with section 388.2A, as set forth in section 388.2.A(6) of the Iowa Code, without challenge. The parties agree that the Seller received Voter Approval at a special election held March 4, 2025. c. IUB approval of (i) Seller's and Buyer's joint application to discontinue and transfer utility service made in accordance with Iowa Code section 476.20 and 199 Iowa Administrative Code section 7.1(5) and (ii) Buyer's application for reorganization pursuant to sections 476.76 and 476.77 of the Iowa Code and 199 Iowa Administrative Code chapter 32, as well as_any other regulatory filings the IUB requires to complete the sale and transfer of the Waukee Assets from Seller and Buyer and for Buyer to begin gas utility service to Seller's customers (the "Transfer Filings"). d. Grant by the City of Waukee, Iowa to Buyer of a franchise, in a form attached hereto as Exhibit D, to elect, maintain, and operate plants and systems for gasworks within the city pursuant to section 364.2 of the Iowa Code (the "Franchise"). e. The receipt, on or before the Closing Date, or such other date as may be agreed upon in writing by the Parties, of: (i) Seller's Required Approvals; and (ii) Buyer's Required Approvals, each in a form and substance reasonably acceptable to the Parties and on terms that do not adversely modify in any material respect the Permit or other subject matter of the approval at issue, unless approved in writing by the Parties. 10.2 Conditions to Obligations of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or, in Buyer's sole discretion, waiver on or prior to the Closing Date of the following conditions: a. The representations and warranties of Seller in this Agreement shall be true and accurate in all material respects as of the Closing Date as if made at and as of such time, other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period. b. Seller shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Seller on or prior to the Closing Date. c. Buyer shall have received a certificate from an authorized officer of Seller, dated the Closing Date, to the effect that the conditions set forth in Sections 10.2(a) and 10.2(b) have been satisfied by Seller. d. Seller shall have delivered at Closing to Buyer: (i) executed Ancillary Agreements; and (ii) all other closing deliverables required by Section 5.2. e. Buyer shall have completed its due diligence evaluation of the Waukee Assets and shall have received results and findings that are satisfactory to Buyer, in Buyer's reasonable discretion. f. Buyer shall have obtained a copy of all Permits that are required for the ownership and operation of the Waukee Assets after the Closing Date. g. Assignment and assumption from Seller to Buyer of the rights and obligations under the Assigned Contracts. h. Between the date of this Agreement and the Closing Date, there shall not have been any occurrence or event which, individually or in the aggregate, has resulted in or would reasonably be expected to result in any Material Adverse Effect. i. The existence of a franchise ordinance between Buyer and the City of Waukee, Iowa, acting by and through the City Council of the City of Waukee, for purposes of Buyer providing gas service in the City of Waukee, Iowa. 10.3 Conditions to Obligations of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or, in Seller's sole discretion, waiver on or prior to the Closing Date of the following conditions: a. The representations and warranties of Buyer in this Agreement shall be true and accurate in all material respects as of the Closing Date as if made at and as of such time, other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period. b. Buyer shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer on or prior to the Closing Date. c. Seller shall have received certificates from an authorized officer of Buyer, dated the Closing Date, to the effect that the conditions set forth in Sections 10.3(a) and 10.3(b) have been satisfied by Buyer. d. Buyer shall have delivered at Closing to Seller: (i) as applicable, executed Ancillary Agreements; and (ii) all other closing deliverables required by Section 5.3. e. Between the date of this Agreement and the Closing Date, there shall not have been any occurrence or event which, individually or in the aggregate, has resulted in or would reasonably be expected to result in any Material Adverse Effect. 10.4 Waiver of Conditions. The Parties acknowledge and agree that in the event one or more conditions to Closing described in this Article 10 are not satisfied, but the Party or Parties waive such condition(s) and close on the transactions contemplated by this Agreement, such waiver shall not in any way terminate, alter, qualify or otherwise effect any representations, warranties, covenants or agreements with respect thereto by the Party charged with the obligation to satisfy such condition, unless otherwise expressly agreed in writing by the Parties through a signed amendment to this Agreement. For the avoidance of doubt the terms of this section shall apply only in the event the transactions contemplated by this Agreement close as described in this Agreement, and shall not apply in the event the transactions fail to close, in which case the terms of Article 12 shall apply. Without limiting the generality of the foregoing, and notwithstanding any other terms in this Agreement to the contrary, the following shall apply: a. Seller shall be solely responsible for the delivery of Seller's Required Approvals and shall indemnify Buyer pursuant to the terms of Article 11 against any Losses or Liabilities, following the Closing, which relate to or arise from Seller's Required Approvals or any failure to obtain, or any defect in, Seller's Required Approvals, or any claim relating thereto or associated therewith. b. Buyer shall be solely responsible for the delivery of Buyer's Required Approvals and shall indemnify Seller pursuant to the terms of Article 11 against any Losses or Liabilities, following the Closing, which relate to or arise from Buyer's Required Approvals or any failure to obtain, or any defect in, Buyer's Required Approvals, or any claim relating thereto or associated therewith. ARTICLE 11 INDEMNIFICATION 11.1 Indemnification by Seller. Seller shall indemnify, defend and hold harmless Buyer, and its respective agents, representatives, officers, successors, and assigns ("Buyer Indemnified Parties") from and against any Losses and Liabilities arising from or related to: (a) the inaccuracy or breach of any representation or warranty of Seller contained in this Agreement; (b) any breach or failure of Seller to perform any covenant or agreement of Seller in this Agreement; (c) the Excluded Liabilities; (d) any event, fact or circumstance occurring or existing prior to the Closing Date that relates to the Waukee Assets and does not constitute an Assumed Liability; (e) any violation of any Law caused in whole or in part, or engaged in, by Seller; and (f) the successful enforcement of the indemnification rights of Buyer pursuant to this Article 11, 11,2 Indemnification by Buyer. Buyer shall indemnify, defend and hold harmless Seller and its agents, representatives, elected officials, board members, officers, successors and assigns ("Seller Indemnified Parties") from and against any Losses and Liabilities arising from or related to: (a) the inaccuracy or breach of any representation or warranty of Buyer contained in this Agreement; (b) any breach or failure of Buyer to perform any covenant or agreement of Buyer in this Agreement; (c) the Assumed Liabilities; (d) all Liabilities with respect to the ownership, operation, use or maintenance of the Waukee Assets on or after the Closing Date, except for the Excluded Liabilities; (e) any violation of any Law caused in whole or in part, or engaged in, by Buyer; and (f) the successful enforcement of the indemnification rights of Seller pursuant to this Article 11. 11.3 Procedure for Third Party Indemnity Claims. In the event that any written claim or demand for which an Indemnifying Party may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly deliver a notice of such claim (including a copy of any related written third -party demand, claim or complaint) to the Indemnifying Party. In the event of such a claim, the Indemnifying Party shall be entitled to participate therein and, to the extent it desires, to assume the defense thereof, and, after notice from the Indemnifying Party to the Indemnified Party of such election to so assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the defense against any such claim. The Indemnified Party shall have the right to participate at its own expense in the defense of such claim. Neither the Indemnifying Party nor the Indemnified Party shall admit liability to, or settle, compromise or discharge any such claim, without the prior consent of the other Party, which consent shall not be unreasonably withheld or delayed. In the event the Indemnifying Party elects not to defend such claim, the Indemnified Party shall have the right to defend against such claim as it deems appropriate at the cost and expense of the Indemnifying Party, and the Indemnifying Party shall have the right to participate in such defense at its own expense. No failure of the Indemnified Party to defend a claim shall relieve the Indemnifying Party of its indemnity obligations set forth herein. ARTICLE 12 TERMINATION 12.1 Automatic Termination. This Agreement shall terminate following: a. A Material Loss if Seller elects not to repair or rebuild the Waukee Assets, as more particularly described in Section 9.5(b) above. b. A failure to obtain Voter Approval as set forth in Section 10.1(b). c. A failure to obtain all required approvals for the Transfer Filings as set forth in Section 10.1(c). 12.2 Elective Termination. This Agreement may be terminated at any time prior to the Closing: a. By the mutual written consent of Seller and Buyer, b. By Seller or Buyer, if: (i) any Governmental Order prohibiting the consummation of the transactions contemplated by this Agreement shall have been issued and made final or non -appealable; (ii) the Waukee Assets are subject to a condemnation event as described in Section 9.5(a) and any Party elects to terminate this Agreement as described in such section; or (iii) the Closing shall not have occurred on or before the Closing Date due to the failure of a condition to Closing described in Article l0 above or some other reason; provided, that the right to terminate this Agreement under this subsection (b) shall not be available to a Party whose failure to fulfill an obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Closing Date. c. By Buyer, if there has been a material violation or breach by Seller of any covenant, representation, or warranty in this Agreement or any Ancillary Agreement and such violation or breach: (i) is not cured by the earlier of the Closing Date or thirty (30) days after receipt by Seller of written notice specifying particularly such violation or breach (provided that in the event Seller is attempting in good faith to cure the violation or breach, then the Buyer may not terminate pursuant to this provision unless the violation or breach is not cured by the Closing Date); and (ii) has not been waived by the Buyer, d. By Buyer, if Seller has failed to deliver all of Seller's Required Approvals on or before the Closing Date. e. By Seller, if there has been a material violation or breach by Buyer of any covenant, representation or warranty in this Agreement or any Ancillary Agreement and such violation or breach: (i) is not cured by the earlier of the Closing Date or thirty (30) days after receipt by Buyer of written notice specifying particularly such violation or breach (provided that in the event Buyer is attempting to cure the violation or breach in good faith, then Seller may not terminate pursuant to this provision unless the violation or breach is not cured by the Closing Date); and (ii) has not been waived by Seller. f. By Seller, if Buyer has failed to deliver all of the Buyer's Required Approvals on or before the Closing Date. g• By Buyer, in accordance with Section 6.1 (Access; Investigation). 12.3 Effect of Termination. In the event this Agreement is terminated by Seller or by Buyer pursuant to Section 12,1 or 12.2, then this Agreement shall immediately become void and have no effect, except: (a) the Parties' obligations under Section 9.6 (Confidential Information) (including the obligation to return all Confidential Information), Section 9.7 (Expenses), Section 9.11 (Public Statements), Section 14.5 (Governing Law), and Section 14.6 (Waiver of Jury Trial) shall continue following such termination; and (b) in the event this Agreement is terminated because any Party has breached its obligations under this Agreement or any representation, warranty or covenant set forth herein, then the Party electing to terminate this Agreement shall be entitled to pursue, exercise and enforce any and all other remedies, rights, powers and privileges available at law or in equity. ARTICLE 13 SERVICE COMMITMENTS 13.1 Continuity of Service. It is the Parties intent that the transaction herein shall result in the smooth transition of gas service to Seller's current customers from Seller to Buyer on the Closing Date with the least disruption in service to Seller's current customers. To that end, Seller and Buyer agree to cooperate reasonably and in good faith as permitted by applicable Laws to complete all acts and filings necessary to achieve the conditions to closing set forth in Section 10.1 and to accomplish a smooth transition of service, which efforts shall include but not be limited to all the following: a. To facilitate the IUB's approval of the Transfer Filings described in Section 10.1, subsection "c", Seller shall, to the extent such information is in its possession, provide all information reasonably needed from Seller by Buyer to complete all required petitions, applications or other submissions, including but not limited to responses to any data requests issued during the course of the applicable IUB proceedings, for the Transfer Filings. b. To facilitate grant of permission from the IUB for the Seller to discontinue and transfer utility service described in Section 10.1, subsection "c", Seller and Buyer shall jointly file an application for permission to discontinue service. c. To the extent required under applicable Law, or by mutual agreement, confidential transfer of customer record information reasonably necessary to obtain the approval of the Transfer Filings and permission to discontinue service referenced in Section 10.1, subsection "c", and to facilitate the accurate enrollment of new customer accounts by Seller's current customers with Buyer. This shall include but not be limited to the following customer information associated with each customer account: customer name, name of spouse or other responsible party, business owner names and/or corporate officers or managers, service address, mailing address, phone numbers, email addresses and social security/tax identification number as applicable, to the extent Seller possesses said information. d. Communication to Seller's existing customers, through Seller's pre -closing billing inserts, postings on Seller's website, or other reasonable means advising customers of the winding down and termination of Seller's gas service and the need to, and method for, establishing new customer accounts with Buyer before the transition of services. All information regarding methods for establishing new customer accounts with Buyer shall be subject to Buyer's approval. e. Development of a mutual transition of services plan that reasonably addresses coordination of actions and exchange of records and information necessary for Seller to discontinue and Buyer to assume gas service to Seller's customers, including but not limited to meter audits or other activities reasonably needed to segregate and determine Seller's final billings to Seller's customers and Buyer's initial billings to said customers as new customers of Buyer, maps and other records reasonably needed to complete mapping integration and perform locating obligations required under Iowa Code chapter 480 upon assumption of gas service to Seller's customers, and maintenance schedules and other records reasonably needed to maintain regulatory compliance upon assumption of gas service to Seller's customers. 13.2 Rates. Buyer affirms that Seller's current customers will take service under the applicable rate set forth in Buyer's Iowa Gas Tariff as approved by the IUB, or any applicable successor rate approved by the IUB. For the avoidance of doubt, (i) the rates which will apply to the utility customers of the City of Waukee, Iowa, are part of a larger rate zone which is not unique to the City of Waukee; (ii) Buyer will not apply to IUB for removal of the City of Waukee, or utility customers within Waukee, from the existing rate zone or a reduction in the size of the rate zone in any manner uniquely designed for Buyer to recoup the cost of its acquisition of the Waukee Assets or the consideration paid by Buyer under this Agreement from any residents or ratepayers of the City of Waukee; (iii) Buyer will not apply to IUB for rates unique to utility customers within the City of Waukee unless requested by the City of Waukee; (iv) Buyer will not apply to 1UB for a rate increase uniquely based on its acquisition of the Waukee Assets or the consideration paid by Buyer under this Agreement; and (v) customers located within the City of Waukee shall be treated identically to similarly situated customers in the existing rate zone or any future rate zone who are not located within the City of Waukee, such that location within the City of Waukee shall not be a basis for distinguishing between otherwise similarly situated customers. Anything in the foregoing notwithstanding, this subsection shall not be construed as prohibiting the removal of the City of Waukee from the existing rate zone so long as Buyer's application to IUB for a rate increase applies to Buyer's entire statewide service territory and similarly situated customers in the existing rate zone are treated in an identical manner (including but not limited to customers located within the City of Waukee being treated identically to similarly situated customers in the existing rate zone who are not located within the City of Waukee, such that location within the City of Waukee shall not be a basis for distinguishing between otherwise similarly situated customers), and, this subsection shall not be construed as prohibiting the recovery of such costs if Buyer's application to TUB for a rate increase applies to Buyer's entire statewide service territory. ARTICLE 14 MISCELLANEOUS 14.1 Succession; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party, by operation of lawor otherwise, without the prior written consent of the other Party, nor is this Agreement intended to confer upon any Person other than the Parties any rights, interests, obligations or remedies hereunder. Any assignment in contravention of the foregoing sentence shall be null andvoidand without legal effect. 14.2 Notices. Any notice, demand, request, or communication required or authorized by this Agreement shall be delivered either by hand, facsimile, overnight courier or mailed by certified mail, return receipt requested, with postage prepaid, to: To Seller: Brad Deets Attn: City Administrator City of Waukee, Iowa 230 W. Hickman Road Waukee, Iowa 50263 To Buyer: with copies to: Brick Gentry P.C. Attn: Steve Brick 6701 Westown Parkway, Suite 100 West Des Moines, IA 50266 MidAmerican Energy Company Attn: Jason Lee 3500 104t" St. Urbandale, IA 50322 with copies to: MidAmerican Energy Company Attn: Mark D. Lowe, Senior Vice President and General Counsel F.O. Box 657 Des Moines, IA 50306 The destination and titles of the person to be notified or the address of such person may be changed at any time by written notice. Any such notice, demand, request, or communication shall be deemed delivered on receipt by a Party if delivered by hand or facsimile and on deposit by the sending party if delivered by courier or U.S. mail. Notice to persons to be copied shall not constitute notice delivered to any Party. 14.3 Waiver. At any time prior to the Closing, any Party may: (a) extend the time for the performance of any of the obligations or other acts of the other Party, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement; or (c) waive compliance with any of the covenants, agreements or conditions contained in this Agreement. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby. The waiver by a Party of a breach of any term or provision of the Agreement shall not be construed as a waiver of any subsequent breach. 14.4 Survival. All representations and warranties contained in this Agreement shall survive the execution and performance of this Agreement for the benefit of the Parties for a period of twenty-four (24) months after the Closing Date. To the extent necessary to carry out the terms of this Agreement, the obligations and rights arising from or related to this Agreement shall survive the execution and performance hereof, including, without limitation, the indemnification obligations and rights of Article 11, for a period of twenty-four (24) months after the Closing Date. 14.5 Governing Law. This Agreement shall be governed by and construed in accordance with the law ofthe State oflowa (without giving effect to conflict of law principles) as to all matters, including matters of validity, construction, effect, performance and remedies. 14.6 Waiver of Jury Trial. Each Party acknowledges and agrees that any controversy or dispute which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each Party irrevocably and unconditionally waives any right a Party may have to a trial by jury in respect of any litigation resulting from, arising out of or relating to this Agreement or the transactions contemplated hereby. 14.7 Specific Performance. Each Party acknowledges and agrees that the other Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. Accordingly, each Party agrees that the other Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in addition to any other remedy to which it may be entitled, at law or in equity. 14.8 No Remedy Exclusive. No remedy conferred upon or reserved to the Parties under the terms of this Agreement is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient by the enforcing Party. 14.9 Fees and Costs. In the event a Party initiates any litigation or proceeding to enforce or protect its rights under this Agreement, the Party substantially prevailing in any such litigation or proceeding shall be entitled, in addition to all other relief, to reasonable attorneys' fees, out-of- pocket costs, and disbursements relating to such litigation or proceeding. 14.10 Relationship of Parties. Nothing in this Agreement creates or is intended to create an association, trust, partnership, joint venture or other entity or similar legal relationship among the Parties, or impose a trust, partnership or fiduciary duty, obligation or liability on or with respect to the Parties. Except as expressly provided herein, no Party is or shall act as or be the agent or representative of the other Party. 14.11 Severability. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be illegal or unenforceable, such provision shall be deemed separate and independent, and the remainder of this Agreement shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shalt negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 14.12 Entire Agreement: Amendment. This Agreement, together with the Ancillary Agreements and Exhibits and Schedules, constitutes the entire agreement between the Parties relating to the transaction described herein and supersedes all prior oral or written understandings. No amendment, addition to, or modification of any provision hereof shall be binding upon the Parties, and no Party shall be deemed to have waived any provision or any remedy available to it, unless such amendment, addition, modification or waiver is in writing and signed by a duly authorized officer of the applicable Party or Parties. 14.13 Counterparts. This Agreement may be executed in two or more counterparts and by different parties on separate counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original. ARTICLE 15 ESCROW 15.1 Escrow. The Parties agree that Seller shall be responsible for resolving the Infrastructure Boundary Issues as defined in Schedule 7.6. If any Infrastructure Boundary Issues remain at closing, the Parties agree Seller may use the Escrowed Amount for the costs associated with resolving the Infrastructure Boundary Issues; however, Seller will remain responsible for all costs associated with resolving the Infrastructure Boundary Issues regardless of the Escrowed Amount and regardless of whether the Escrowed Amount has been exhausted. In the event Seller defaults on its obligation to resolve the Infrastructure Boundary Issues, Buyer may use any remaining Escrowed Amount for the costs associated with resolving the Infrastructure Boundary Issues, but any such use of the Escrowed Amount by Buyer shall only be an offset to, and shall not preclude, Buyer's rights to recover costs or damages for a default under this Agreement. The Escrowed Amount shall be distributed to the Parties (or any third parties, if applicable) pursuant to that certain Escrow Agreement dated , 2025 by and among Seller, Buyer and Brick Gentry P.C., as escrow agent (the "Escrow Agreement"), and used to pay any claims, Iosues and other liabilities arising out of, resulting from, or relating to any Infrastructure Boundary Issues as defined in Schedule 7.6. [Signature page follows.] IN WITNESS WHEREOF, the Parties have caused this Asset Purchase Agreement to be duly executed and effective as to each of them as of A p" 1 y , 2025. SELLER: CITY OF WAUKEE, IOWA By: Courtney Clarke, Mayor ATTEST: By: Rebecca Schuett, City Clerk BUYER: MIDAMERICAN ENERGY COMPANY Schedule 2.1- Waukee Assets Equipment & Vehicles - Description: Acquisition Date 2 - TIMBERLINE TR650 SQUEEZE OFF TOOL 07/06/2015 BALL VALVE 6 INCH 10/22/2014 Gas Odormeter 01/01/1991 RADIO DETECTION RECEIVER 10/08/2014 RADIODETECTION LOCATOR 01/07/2020 Squeeze Off Tool 02/07/2002 TIMBERLINE T650 SQUEEZE -OFF TOOL 12/27/2019 Waukee Assets: Real Property and Real Property Interests: Real Property (TBS): A tract of land out of the Southeast Quarter (SE%) of Section 29, Township 79 North, Range 26 West, in Dallas County, Iowa, described by metes and bounds as follows: Beginning at a point in the west right of way line of a County Road that is 293.5 feet North and 40 feet West of the Southeast comer of Section Twenty -Nine (29); thence West 100 feet; thence Northern 153.2 feet to the Southwesterly right of way line of the property owned by the City of Waukee (formerly Chicago Great Western Railway); thence Southeasterly 127.8 feet along said Southwesterly right of way line to the West right of way line of said County Road; thence South 75 feet along the West right of way line of said County Road to the point of beginning. Note: The East line of the Southeast Quarter (SE%) of Section Twenty -Nine (29) is assumed to bear due North and South. The Real Property was acquired by Seller by Quit Claim Deed filed March 7, 2024, with the Dallas County, Iowa Recorder, as Document No. 2024-03039. Real Property Interests The Real Property Interests are identified as follows: Public Utility Easements/Rights-of-Ways: The Seller will assign and/or otherwise grant to Buyer a Utility permit for installed gas infrastructure located in city right of way and public utility easements, as more specifically identified on Utility Permit UP25-0107 approved February 5, 2025 attached hereto, pursuant to an approved franchise ordinace and subject to the requirements of the right of way permitting ordinances of the City, which may be amended from time to time. Gas Main Easements: The City will assign to Buyer its existing interest in certain gas main easements containing existing gas utility infrastructure, as more specifically identified below. Northern Natural Contracts At closing, Seller will assign Buyer its interest in the Northern Natural Gas Company ("Northern") contracts listed in Schedule 3.1(d) ("Northern Contracts"). As part of Seller's normal operations, Seller replenishes the natural gas stored under contract number 22328 ("Storage Contract") during the summer months to assure maximum availability of stored gas for usage in the following heating season. At closing, in addition to the Purchase Price, Buyer will purchase from Seller the natural gas stored pursuant to the Storage Contract at the actual purchase cost of the natural gas paid by the Seller to its supplier at the time of injection, except that Buyer shall not be required to pay a per dekatherm price higher than the monthly bidweek spot gas price reported by Platts' Inside FERC's Gas Market Report First of Month publication for Northern, demarc delivery ("Index Price") applicable to the month of physical injection. After the Effective Date, Seller shall notify Buyer of the natural gas purchase cost paid to its supplier within 15 days after purchase price approval is granted by Seller to their agent. As market conditions warrant, Seller may notify Buyer that its monthly purchase cost is expected to exceed the Index Price and Buyer may, at Buyer's sole discretion, approve and agree to pay a cost at closing that exceeds the Index Price, or, within two business days of receiving notification by Seller of a purchase cost that is expected to exceed the Index Price, provide a quote for natural gas to Seller at a price Buyer will agree to pay at closing. In addition to the actual cost of natural gas, Buyer agrees to reimburse Seller for certain charges or fees incurred on the Storage Contract for the net injection volume from June 1, 2025 through October 31, 2025. Such reimbursable charges shall include: 1) FDD reservation charges at Northern's maximum tariff rate in effect for each injection month, 2) FDD capacity charges at Northern's maximum tariff rate in effect for each injection month, 3) FDD injection charges for the net injection volume each month at Northern's tariff rate in effect for each injection month, 4) FDD storage fuel charges for the net injection volume each month at Northern's tariff rate in effect for each injection month, 5) FDD URR charges for the net injection volume each month at Northern's tariff rate in effect for each injection month. Buyer will not reimburse Seller for other charges or fees incurred on the Storage Contract that are in addition to the required costs to inject natural gas for winter withdrawal, such non - reimbursable charges shall include: 1) Annual Rollover charges 2) Withdrawal charges 3) Overrun charges 4) Penalties 5) Any other charge incurred for balancing Seller's daily or monthly natural gas demand or any other purpose except injections to storage for winter withdrawal. If, at closing, Seller's stored gas volume is less than the total net injection from June 1, 2025, through October 31, 2025, then the purchase price, including Seller's actual purchase cost and reimbursement for Storage Contract charges or fees, will be adjusted based on "first in, first out" accounting treatment. In the event Northern files a Federal Energy Regulatory Commission rate case prior to closing, and refunds are due to Northern shippers, the Parties agree to offset any amount owed to Seller by Buyer at closing, or refund after closing, the difference between interim rates and FERC approved maximum tariff rates. Gas Main Easements Parcel ID Easement Type Book Page 1229300008 Gas Line Easement 2003 17456 1229300009 Gas Line Easement 2003 17456 1229400014 Gas Line Easement 2003 17456 1232300003 Gas Main Easement 2018 23344 1232300012 Gas Main Easement 2019 1266 1220400005 Gas Main Easement 2020 33800 1501226001 Public Gas Main Easement 2024 ` 2026 1220200008 Gas Main Easement 2023 12477 1220200010 Gas Main Easement 2023 12480 1219200006 Gas Main Easement 2023 6897 1219100002 Gas Main Easement 2023 13382 1219100005 Gas Main Easement 2023 13382 1222200002 ' Gas Main Easement 2021 7640 1609277006 Public Gas Main Easement 1609277003 Public Gas Main Easement 122748002 Gas Main Easement 2019 153 122748001 Gas Main Easement 2019 153 1227451002 Gas Main Easement 2019 153 1227454003 Gas Main Easement 2019 153 1227428085 Gas Main Easement 2018 17881 1235210004 Gas Main Easement 1235355001 Gas Main Easement 2022 23694 1605200053 Gas Main Easement 2021 28535 1605250002 Gas Main Easement 2021 8819 1605250003 Gas Main Easement 2021 ` 8820 1605250004 Gas Main Easement 2021 8821 1603305010 Gas Main Easement 2022 20390 1234277002 Gas Main Easement 2024 3336 1228452003 Gas Main Easement 2021 3140 1228452002 Gas Main Easement 2021 3140 1228452004 Gas Main Easement 2021 3140 1228452005 Gas Main Easement 2021 3140 1228452006 Gas Main Easement 2021 3140 1228452007 Gas Main Easement 2021 3140 1228452008 Gas Main Easement 2021 3140 1228452009 Gas Main Easement 2021 3140 1228452010 Gas Main Easement 2021 3140 1228452011 Gas Main Easement 2021 3140 1228452013 Gas Main Easement 2021 3140 1228452014 Gas Main Easement 2021 3140 1228455016 Gas Main Easement 2021 3140 1228454016 Gas Main Easement 2021 3140 1228454017 Gas Main Easement 2021 3140 1228400032 Gas Main Easement 2021 3140 1228480003 Gas Main Easement 2021 3141 1228400040 Gas Main Easement 2021 3140 1221301077 Gas Main Easement 2022 24791 1221376022 Gas Main Easement 2021 31320 1232290104 `` Gas Main Easement 2022 22362 1232457055 Gas Main Easement 2024 5326 General description of Installed Gas Infrastructure Distribution Mains Pipe Diameter Pipe Material Total Length (ft) 2" PE 458,346 2" Steel 33,828 3" PE 13,572 3" Steel 47 4" PE 293,205 4" Steel 10,123 6" PE 74,904 6" Steel 19,373 10" PE 21,960 10" Steel 24 8" Steel 75,808 Distribution Main Valves Valve Diameter Type Total (EA) 2" Steel 28 2" PE 159 3" PE 6 4" Steel 3 4" PE 130 6" Steel 11 6" PE 20 8" Steel 5 10" Steel 5 10" PE 5 Service Lines (ava. service line Iength is approximately 75 ft Pipe Diameter Pipe Material Total (EA) 1" or less Steel 515 1" or less PE 7,676 1" to 2" PE 168 greater than 2" PE 5 2" Steel 2 Service Line Valves Valve Diameter Type Total (EA) 1 " or less PE 26 2" PE 101 4" PE 3 Excess Flow Valves Valve Diameter Type Total (EA) 1 /2" PE 4,470 1" PE 64 2" PE 23 District Reeulator Stations [State Plane Zone 1402 - Iowa South Station ID Northing Easting 1 588885.73 1533267.87 2 588467.02 1540266.82 3 585857.19 1547805.33 4 585689.69 1539018.84 5 588786.74 1528135.72 6 585965.63 1544088.34 7 585923.01 1544092.73 8 598352.76 1544055.74 9 575058.86 1535624.69 10 583420.55 1528147.9 Town Boarder Stations (State Plane Zone 1402 - Iowa South Station ID Northing Easting 1 600965.71 1522758.56 2 647912.49 1552053.896 Schedule 3.1(d) Assumed Liabilities Contract No. Contracted Party Contract Type ::.; i :: _ Start Date End Date 132472 Northern Natural Gas Co. Firm Throughput Service; TFX Rate Schedule 11/1/2017 10/31/2037 131011 Northern Natural Gas Co. Firm Through s ut Service; TFX Rate Schedule 4/1/2022 3/31/2027 103319 Northern Natural Gas Co. Firm Throughput Service; TFX Rate Schedule 4/1/2022 3/31/2027 113373 Northern Natura l Gas Co. Firm Throughput Service; TFX Rate Schedute 11/1/2023 10/31/2027 122802 Northern Natural Gas Co. Firm Through • ut Service; TF Rate Schedule 11/1/2022 10/31/2027 111748 Northern Natural Gas Co. Firm Throughput Service; TF Rate Schedule 11/1/2022 10/31/2027 21562 Northern Natural Gas Co. Firm Throu:hputService; TF Rate Schedule 11/1/2022 10/31/2027 22328 Northern Natural Gas Co. Firm Deferred Delivery Service; FDD Rate Schedule 6/1/2024 5/31/2028 Schedule 4.1 Purchase Price Formula Example Original Cost: Original Cost of all assets included in Schedule 2.1 Less: Accumulated Depreciation related to the assets included in Schedule 2.1 Equals: Net book value of the identified assets Multiple by Premium Percent: Ten percent (10%) as stated in Article 4 Add: Net book value of assets calculated above Equals: Purchase Price Schedule 7.3 Seller's Required Approvals Approval of the voters required under Iowa Code Chapter 388 was obtained via election on March 4, 2025. Approval by the IUB or its successor including a joint application with Buyer for discontinuation of service pursuant to Iowa Code section 476.20. Seller is not aware of any other declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or Person is necessary for the execution and delivery of this Agreement or the Ancillary Agreements by Seller or the consummation by Seller of the transactions contemplated under this Agreement. However, Seller will cooperate in securing any other necessary approvals. Schedule 7.6 Exceptions to Title (Waukee Assets) Real Property With respect to the Real Property owned by Seller in fee as identified on Schedule 2.1, the Real Property was acquired by Seller pursuant to a Quit Claim Deed filed March 7, 2024 with the Dallas County, Iowa Recorder, as Document No. 2024-03039. The Real Property shall be transferred to Buyer in its "as is" "where is" condition, and Seller makes no warranty or representation of any kind, oral or written, express or implied, regarding the title, condition, merchantability or fitness for a particular purpose, or environmental condition of the Real Property (and the Quit Claim Deed transferring the Real Property from Seller to Buyer will include such similar language). From and after the date of Closing, Seller shall have no responsbility or liability for the Real Property whatsoever, whether arising before or after the date of Closing. Real Property Interests With respect to the Real Property Interests owned by Seller as identified on Schedule 2.1, the Real Property Interests shall be transferred to Buyer in their "as is" "where is" condition, and Seller makes no warranty or representation of any kind, oral or written, express or implied, regarding the title, condition, merchantability or fitness for a particular purpose, or environmental condition of the Real Property Interests. From and after the date of Closing, Seller shall have no responsibility or liability for the Real Property Interests. Real Estate with Infrastructure Boundary Issues Attached hereto as Exhibit 1 are parcels of real estate that contain gas utility infrastructure owned by Seller that are located outside of Seller's existing: (a) rights -of -way, (b) right-of-way permits, (c) gas main easements, (d) access permits or (e) leases pertaining to the existing gas utility infrastructure owned by Seller prior to Closing (the "Infrastructure Boundary Issues"). Seller shall work diligently between the Effective Date and Closing to resolve the Infrastructure Boundary Issues. Any Infrastructure Boundary Issues not resolved prior to Closing shall be resolved by Seller in accordance with the provisions of Article 15 of the Agreement and the Escrow Agreement. Exhibit 1 (to Schedule 7.6) Infrastructure Boundary Issues [Please see attached.] A B C 1 Parcel IL) Parcel Owner Address 2 1229300008 Dallas County 3 1229300009 Dallas County 4 1229400014 Dallas County 5 1229326001 Redwood Waukee Hickman Road IA PI, LLC 350 NW 17Ih Stint 6 1229327001 Redwood Waukee Hickman Road IA Pt, LLC 355 NW 174h Street 7 1232300003 Marco Properties, LLC 8 1232300012 Prairie Village ofIowa, LLC 9 1221200005 BRCKA, DAVID JOHN & RITA ANNE TIRS 1800 N WARRIOR LANE 10 1221200007 -)G ENDEAVORS, LLC . 1700 N WARRIOR LN 11 1221200008 MILLER, HENRY & REBECCA JIRS 1761 V AVE 12 1221476004 30RM ANN, 10HN A & GAIL A JTIOS 1150 N WARRIOR LN ' . . 13 1221476003 nORMANN, JOHN A & GAIL A JTRS 1000 N WARRIOR IN 14 1221477003 DEANDA, MIGUEL F & BLAZANIN, JANET 1 JTRS 600 NW LITTLE WALNUT CREEK DR 15 1228226041 City of Waukee PRAIRIE ROSE PLAT 6 OUTLOT Z /EX PRAIRIE ROSE PLAT 2/ 16 1229400/113 SANEMAH ENTERPRISES NC :. )45 MEADOWBROOK AVE 17 1228300042 D & L ESTATES LLC 545 W HICKMAN RD 18 1228300040 [3RODEM:CK. MICHAEL J REVOCABLE TRUST U/A/D 0I/14'zort 19 1228300027C1RODERICK, JOHN E 10 NW 4TH ST 20 1228400011 BRODERICK, TIMOTHY P LIVING TRUST BRODERICK, TIMOTHY P TRUSTEE 395 W HICKMAN RI) 21 1233126001 RPIV, LLC IS 6TII ST 22 1233126026 MANIELLE DEVELOPMENT, LC €00 HICKMAN RD .: ' 23 1233126004 1RELSFORD PROPERTIES LLC 440 W HICKMAN RD 24 1233128002 SH-530 LAUREL ST, LLC 530 LAUREL ST 25 1233128004 WESTSIDR PROPERTIES, LLC 2405111 ST 26 1233128005 WPSTSJDE PROPERTIES, LLC .;.40 ST1I ST 27 1233201034 WAUKEE LIBERTY PARK HALL I.LC 364 w HICKMAN RD 28 1233201010 LEMAR, ALEXANDER JORDAN : : . . 385 LAUREL ST . ' 29 1233201032 WAUKEE LIBERTY PARK MALL U.0 264 W HICKMAN RD 30 1233207000 ...... ... YAUKEE PROFESSIONAL PLAZA D NAUKEE PROFESSIONAL PLAZA II ASSOC PLAT SEE OK 2004 PG 17312 .. 31 1233205031 r:ARDN ER, PAMELA S & ERIC JTRS 165 ASHLAND CT 32 1233205030 gl1ORE, JORDAN 155 ASHLAND CT . 33 1228300005 kRJS PROPERTIES, LLC 125 NW 10711 ST 34 1232282021 WRING CREST TOWNHOMES 1, LLC ... 35 1233160005 JENSEN, DANIEL & KRISTINE LIVING TRUST UJA 06/26/2023 625 7TH ST 36 1233401001 SILGENBERG, DALE E & CAROL J JIRS . 125 NORTHVIEW DR 37 1233255033 PARK, SCOTT A 715 2ND ST 38 I233278001IEARTLAND COOP 39 1233278003 NULL, CHARLES II TRUST STULL. C11ARLES H TRUSTEE 40 ASHHWORTH DR 40 12334310163TACY, CHERYL AA'Ns _ 25 BEL AIRE DR 41 12334310171.SCCLURE, MATHEW T 15 BEL AIRE OR 42 1233453011 'AYAN, OUMARO & RUTH 3110 ... 1090 2ND ST CT 43 1234300003 \VAUKF.E COMMUNITY SCHOOL DISTRICT F 44 1604I01000;BFI.ORENCEDR PARKVIBW COMMONS 45 1604108000 /EMERALD POINTE CONDOMINIUM ASSOCIATION, INC F.MERALO POINT CONDOS 46 1604103000BRIGHTON PARK CONDO - - 'BRIGHTON PARK CONDO 47 1604107026 3F1RALD D GRUBB INC Rosenkranz Dr to 3106 V AVE 48 1604110004 3ERALD 0 GRUBB INC . LA Grant to505SEPLEASANTVJEWDR 49 1604129002'P.RRY'S HOMES INC 805 SE PLEASANTVIEW DR to 1755 SE WATERS EDGE DR 50 1605285016 SALE DEVELOPMENT CO LLC HALE DEVELOPMENT CO LLC - 51 1605284025 -TALE DEVELOPMENT CO LLC HALE DEVELOPMENT CO LLC 52 1604335001 THE ESTATES OF WAUKEE, A VINTAGE COOPERATIVE COMMUNITY 100 SE ESKER RIDGE DR 53 1604361093 AUNTIE TOWNIIOMES AT KETTLESTONE OWNERS ASSOCIATION LAUNCH TOWNHOM ES AT KP-TTLESTONE OUTLOT Z 54 1608226004 -ARLSON, KENNET1I ETAL l[mter Hollow DR 55 1605451007 POUR SEASONS PROI'ERTIPOS, INC Ashworth south of campgrounds 56 CHRISTENSEN, 1605451006 RICHARD K 11 REVOCABLE TRUST 1/2INT CHRISTENSEN, JEBORAII K REVOCABLE TRUST 1t21NT •North , of 3176 ASHWORTHI RD 57 1605378009 )ALLAS COUNTY, IOWA PTTANGLEW00DS ACRES PLAT 2 LOT A (ASHIWORTH ROW) 58 1605378008'1ALLAS COUNTY, IOWA 7T TANGLEWOODS ACRES PLAT 2 LOT A (UTB ROW) 59 1608100023 DAVIS, CORAL D REVOCABLE TRUST 31168 ASHWORTH RD 60 1608100024 PIERSON, KIMBERLY A & DAMON JTRS 32047 UTE AVE 61 1608300015 ANDERSON FOUR, LLC PARCEL 17.5 SW SW LYO N 01'1-80 -west of Kum tad GO 62 160812600611NNEOAN, STEVEN LIVING TRUST U/A 10/04/2023 345 ARROWHEAD DR 63 1608178001 MAIM, ALAN H JR & TARA M JIRS 375 ARROWHEAD DR 64 1609200010 AP GPP, LC Noah of se kettlesione blvd, west of GPP 65 1609200002 5ESERET TRUST COMPANY AS TRUSTEE, OF TRUST NUMBER 02-50899 Aeross the road cast of 1150 SE ASHWORTtI RD 66 1234100015 Trailer Park 250 SE LAUREL STREET 67 1234126003 WAUKEE LAND, LLC 400E HICKMAN RD •. 68 1234126004 BLOUNTREAL ESTATE PARTNERSHIP, LC DO E HICKMAN RD 69 1234202001 WESTGATETOWNHOMES ASSOCIATION WESTGATE TOWNHOMES LOTA 70 1234226005 HURDWAUKEELLC 1030E HICKMAN RD 71 1234229002 HURD WAUKEE LLC I50 SE ALICES RD 72 1227477003 JOHNSON DEVELOPMENT LC 155E HICKMAN RD 73 1227451002 WEBSTER CITY MHC, LC 651 NE VENTURE DR . • • • 74 1227228075 VILLAGE AT SHADOW CREEK PLAT 1 TOWNHOMES ASSOC VILLAGE AT SHADOW CREEK PLAT.', OUTLOT Z 75 1227227016 SHADOW CREEK 11, LLC 120 NB ALICES RD 76 1227227015 CASEY'S MARKETING COMPANY 370 NE ALICES RD 77 1227207000 SOMERSET OAKS APARTMENTS . . ' ' SOMERSET OAKS APARTMENTS BLDUS 1- 191c UNITS 1-100 . 78 1227328022 IIROOKRJ000 TOWNHOMES PLAT 1 OWNERS ASSOCIATION »ROOKRIOGETOWNHOMES PLAT IOUTLOT Z (COMMON AREA) :,'..: '. 79 1228207004 PRAIRIE ROSE PLAT 2 STREET LOTS A & $ Warrior and Douglas Intemeclioo 80 1234411025 WILLOW BROOK TOWNHOMES ASSOCIATION '' '•.. WILLOW BROOK PLAT 1 LOT Y 81 1234405070 WILLOW BROOK TOWNHOMES ASSOCIATION . ' .. '- ' " 'WILLOW BROOK PLAT 1 LOT Y :.' 82 1235210007 CITY OF WAUKEE LEGACY POINTE AT WAUKEE PLAT 1 LOTS A & D 83 1235100001 AMERCO REAL ESTATE COMPANY 1100E HICKMAN RD . . . 84 1235100009 STIVERS IOWA REAL ESTATE LLC - _ 1450E HICKMAN RD 85 1235210004 ATERRA 20, 1535 SE GOLDEN HARVEST DR WAUKEE, LLC 1535 SE ((OLDEN HARVEST DR 86 1235210001 ATERRA 20,1535 SE GOLDEN HARVEST DR WAUKEE, LLC 1515 SE ELACKTHORNE DR 87 1235210020 LONG DIRT INVESTMENTS, LLC '- .' '' ". - - - -. .", `..: - East of 1535 SE BLACKTHORNS DR 88 1235210027 FARMER, FRED&JOYCEREVOCABLE TRUST 8)20/2019 -• • 1599SEDLACKTI(ORNEDR 89 1235210026 IORGENSEN, GENO C 1593 SE BLACKTHORNS DR 90 1235210025 SWEARINGEN,VICKILLIVING TRUST :. • ,...:..,. -. 1589SE8LACKTHORNEDR 91 1235210024 BROWN, PATRICIA ANNETTE & LASTUVKA, CAROL ELISE JTRS ' ' 1583 SE DLACKTHORNE DR 92 1235210023 COONEY, NICOLE M & THOMAS FIRS ' ... . 1579 SE BLACKTHORNS DR 93 1235210022 VON HARZ, JOHN THOMAS III & KELI JTRS ' 1573 SE ELACKTHORNE DR 94 /23521002i CAFFREY, COLLIN D 1569S8ELACKTITORNEDR 95 1235210029 LEGACY POINTE VILLA OWNERS ASSOCIATION, INC ' 'vest of 1569 SE BLACKTHORNS DR 96 1235210030 MALLARI, ANITA 1572 SE BLACKTHORNS DR 97 1235210031 SPRINGER, GARY& CONNIE FIRS 1578 SE ELACKTHORNE DR 98 1235210032 PALMER, JODY L & RONALD A JTRS . ', : + • 1582 SE BLACKTHORNS DR 99 1235210033 MOLYNEUX, SHANE AARON 1588 SE DLACKTHORNE DR 100 1235210034 HUNTINGTON, GLEN D TRUST 7/30/2007 ' ' ' ' ' 1592 SE BLACKTHORNS DR 101 1235210035 ECKSTAEDT, THOMAS LIVING TRUST U/A 12f02 2020 1598 SE BLACKTHORNS DR 102 1235426009 ) K PARTNERS . . " .. North of1775 SE HAWTHORNS RIDGE DR103 1235428017 MARDIS, LA1JRIE L REVOCABLE TRUST 07/232021 ' 1775 SE HAWTHORNE RIDGE DR .. • -." 104 1235430002 ) K PARTNERS ... .. '..' . ' : • . ' HAWTHORNE RIDGE PLAT 2 LOT D . -- • " . 105 1235430003 I & K PARTNERS & STEPHEN R GRUBB HAWTHORNE RIDGE PLAT 1 LOTS A, B, C, & D MBX LOT E! ... 106 1235478021 JK PARTNERS AMENDED HAWTHORNE R11006 PLAT 3 LOTS(STREET) 107 1604226002 WAUKBE INVESTMENTS I LLC = .- 1190 SE UNI VERSIf Y.AVE . .. . 108 16(14226003 WAUKEE INVESTMENTS 1 LLC 1200 SE UNIVERSITY AVE - . 109 1235353000 WINHALL AT WILLIAMS POINTE LLC WINHALL AT WILLIAMS POINTE CONDOS SEEBK 2012 PO 23676 110 1235304000 WILLIAMS POINTE CONDOMINIUMS - . . _ WILLIAMS POINTS CONDOS SE8 8K 2005 PG 6440 ' 111 1235355001 MDC COAST 22, LLC 945 SE ALICES RD 112 1235354003 KOENIG PROPERTIES, LLC ' 1175 SE UNIVERSITY AVE 113 1235354006 TSG PROPERTIES UNIVERSITY, LLC 1165 SO UNIVERSITY AVE 114 1236401007 SOUTHFORK HOMEOWNERS ASSOCIATION INC Bond on dim cut side 115 1603305010 MAPLE GROVE PLACE LLC MAPLE GROVE PLACE LLC 116 1604481002 KTL VENUE, LLC 1832 GRAND PRAIRIE PARKWAY 117 1604483006 THE QUARTER AT WAUKEE, LLC 2898 GRAND PRAIRIE PKWY 118 1604481004 WAUKEE HOTEL, LLC 2848 GRAND PRAIRIE PARKWAY 119 1604480009 KTL VENUE, LLC 1938 GRAND PRAIRIE PKW Y 120 1603501003 Waco Railroad crossing ''osth of 3069 WACO PL 121 1236301002 WAUKEE COMMUNITY SCHOOL DISTRICT 605SEB00NEDR 122 1604107025 GERALD D GRUBB INC '0outb of 505 SE PRAIRIE CREEK DR 123 1229100006 DALLAS COUNTY, IOWA North of 255 NW SUNRISE DR 124 1229300004 WAUKEE T AVENUE, LLC Hickman and T aPe NE Comer 125 1223100010 CITY OF CL1VE ',Vest of4460 NW 169TH ST 126 1234278002 MLY REAL ESTATE, LLC 140 SE ALICES RD 127 1234277002 WAUKEE TOWNE CENTER, LLC 1050 SE LAUREL ST 128 1221301077 COURTYARDS AT PARKSIDE ASSOCIATION COURTYARDS AT PAAKSIDS PLAT 2 OUTLOT Z 129 1221376022 COURTYARDS AT PARKSIDE ASSOCIATION COURTYARDS AT PARKSIDB PLAT 1 OUTLOT Z 130 1604301005 DALLAS COUNTY, IOWA West of 2900 SE LA GRANT PARKWAY 131 1234215017 WESTGATE PARTNERSHIP West of 175 SE DOGWOOD LN 132 1234215017 WESTGATE PARTNERSHIP West of 175 SE PEACHTREE DR 133 1604226003 WAUKEE INVESTMENTS! LLC 1200 SE UNIVERSITYAVE 134 1604226002 WAUKEE INVESTMENTS 1 LLC 1190 SE UNIVERSITY AVE 135 1604226001 WAUKEE INVESTMENTS I LLC 1160 SE UNIVERSITY AVE 136 1232240104 SPRINGCREST TOWNHOMES WAUKEE 2, LLC [SPRING CREST TOWNHOMES PLAT 3 OUTLOT X 137 1232457055 PRAIRIE VILLAGE OF IOWA, LLC North of University between, 1111. and 171h st 138 1233351003 City of Waukee t05 UNIVERSITY Ave 139 1233376004 City of Waukee Cemetery 140 1605100001 City of Waukee Month of Cemetery U 141 1605100020 City of Waukee 1505 6T11 ST 142 1229200009 City of Waukee .. Yorih of 600 NW 10th St 143 1228126001 City of Waukee loa NW 10TH ST Triumph 144 1229100008 City of Waukee .. 115 NW20T11 STI. 145 1233201030 City of Waukee ).30W HICKMAN RD 146 1233207000 City of Waukee South of230 W HICKMAN RD 147 1233431018 City of Waukee CORENE ACRES PLAT 1 LOT 51 148 1233432009 City of Waukee .: : 10BELAIREDR" 149 1234306004 City of Waukee 1255S WARRIOR LANE ." 150 1604401008 City oflVaokee "Wigan Lod OPP Pond 151 1235402015 City of Waukee IS55 SE LEGACY P01NTE 13LVD 152 1235210007 City oflVaukeeorlh of 655 SE Legacy Pointe 153 1229400018 City of Waukee NW Corner of Hickman & 10th 154 1229900016 City of Waukee Bike trail ow of 101h ... . 155 1228300037 City of Waukee Hike Trail loth and Hickman 156 1233100002 City of Waukee Bike True west of 6th St : 157 1234300007 City of Waukee 'Warrior and Ashworth ".. .. 158 1235305001 City of Waukee pRS 6&7 on, SEAliees north of Olson ." Schedule 7.9 Permits City of Waukee Right of Way permits for infrastructure located within City Right of Way and Public Utility Easements held by the City, will be issued to the City prior to closing. These Permits will be assigned to buyer at closing. The City is not transferring or selling its Automated Meter Infrastructure ("AMP') or Automated Meter Reading ("AMR") and such assets are specifically excluded from this sale. Buyer will need to determine its needs relative to Automated Meter Reading infrastructure and secure the necessary permits, property interest and leases for its gas meter reading undertakings. The following additional permits are applicable to the Waukee Assets: Permit Name Permit Number Issuer Utility Permit 2601-09 Dallas Country Road Department Pipeline Permit 1247 Iowa Utilities Board Schedule 7.11 Waukee Assets — Scheduled Upgrades None Schedule 7.16 Customer Base The Customer base is always being updated. The Owner or tenant of every residential, commercial, educational and industrial building that obtains gas service within the City Limits of the City of Waukee is a customer either completely or utilizing gas system for transportation services. New buildings are being built continually and the owners/tenants of those buildings that obtain gas service become new customers. A customer list reflecting the customer base at closing will be provided. Schedule 8.3 Buyer's Required Approvals Approval by the IUB or its successor including: I) a joint application with Seller for discontinuation of service pursuant to Iowa Code section 476.20 and 2) Buyer's application for reorganization pursuant to Iowa Code section 476.77. Exhibit A Form of Bill of Sale Follows BILL OF SALE For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City of Waukee, County of Dallas, State of Iowa, an Iowa municipality ("Seller"), hereby sells, assigns, conveys, and transfers to , a/an ("Buyer"), all of its right, title and interest in and to the Waukee Assets as defined in the Asset Purchase Agreement dated as of , 2025, by and between Seller and Buyer ("Asset Purchase Agreement"). EXCEPT AS SET FORTH IN THE ASSET PURCHASE AGREEMENT, SELLER HEREBY SELLS, TRANSFERS AND ASSIGNS THE PURCHASED ASSETS IN "AS IS" CONDITION. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE IN REGARD TO THE PURCHASED ASSETS ARE HEREBY EXCLUDED. THERE ARE NO WARRANTIES OF FITNESS WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. Words and phrases herein, including acknowledgment hereof, shall be construed as in the singular or plural number, and as the appropriate gender, according to the context. [Remainder of Page Left Intentionally Blank; Signature Page Follows] IN WITNESS WHEREOF, Seller has duly executed this Bill of Sale as of , 2025. SELLER: BUYER: [BUYER NAME] CITY OF WAUKEE, IOWA By: By: Courtney Clarke, Mayor Name: Title: ATTEST: By: Brad Deets, City Administrator Exhibit B Form of Assignment and Assumption Agreement Follows ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), dated , 2025 ("Effective Date"), is entered into by and between the City of Waukee, County of Dallas, State of Iowa, an Iowa municipality ("Seller"), and , a/an ("Buyer"). RECITALS A. Seller and Buyer are parties to an Asset Purchase Agreement dated 2025 (the "Purchase Agreement"), pursuant to which Seller agreed to sell to Buyer, and Buyer agreed to purchase from Seller, all of Seller's right, tittle and interest in and to certain assets, properties and rights as further described in Section 2.1 of the Purchase Agreement (the "Waukee Assets," as more particularly described in the Purchase Agreement). Capitalized terms used but not defined herein have the meanings given to them in the Purchase Agreement. B. Pursuant to the terms of the Purchase Agreement, Seller has agreed to transfer and assign to Buyer, and Buyer has agreed to accept and assume from Seller, certain rights and liabilities of Seller associated with the Waukee Assets, subject to the terms and conditions of the Purchase Agreement. AGREEMENT In consideration of the recitals and the mutual promises, representations, warranties, covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Assignment. Effective as of 12:01 a.m. prevailing Central Time on the Closing Date, Seller hereby assigns, sells, transfers and sets over to Buyer, and Buyer accepts from Seller, all of Seller's right, title, benefits, privileges and interest in and to all of the Waukee Assets as described in Section 2.1 of the Purchase Agreement. Seller does not assign, sell, transfer or set over to Buyer, and Buyer does not accept from Seller, any of the Excluded Assets described in Section 2.2 of the Purchase Agreement. 2. Assumption. Effective as of 12:01 a.m. prevailing Central Time on the Closing Date, Seller hereby assigns, sells, transfers and sets over to Buyer, and Buyer accepts and assumes from Seller, all of Seller's burdens, obligations and liabilities arising under the Assumed Liabilities described in Section 3.1 of the Purchase Agreement. Seller does not assign, transfer or set over to Buyer, and Buyer does not accept or assume from Seller, any of the Excluded Liabilities described in Section 3.2 of the Purchase Agreement, all of which remain the sole responsibility of Seller. 3. Purchase Agreement Controls. This Agreement is made pursuant to the Purchase Agreement and is subject to all of the agreements, terms and conditions contained therein, all of which are incorporated herein by this reference. The Parties acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement are not superseded hereby but remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms of this Agreement, the terms of the Purchase Agreement shall govern. Nothing in this Agreement, express or implied, is intended or shall be construed to expand or defeat, impair or limit in any way the rights, obligations, claims or remedies of the Parties as set forth in the Purchase Agreement. 4. No Third -Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and nothing herein, express or implied, shall give or be construed to give any person or entity, other than the parties hereto, any legal or equitable rights hereunder. 5. Severability. If any provision of this Agreement is held invalid, unenforceable or void, the remainder of the Agreement shall not be affected thereby and shall continue in full force and effect. 6. Amendment. No amendment, modification, termination, waiver, cancellation or replacement of this Agreement shall be valid unless made in writing signed by the parties hereto. 7. Bindin! Effect. This Agreement shall be binding upon and inure to the benefit of and shall be enforceable by the parties hereto, their respective heirs, successors and permitted assigns. 8. Waiver. Failure of either party for any reason to insist upon compliance by the other party with any provision in this Agreement shall not be construed as or constitute a waiver thereof and shall in no manner affect their right at a later time to enforce the same. 9. Governing Law. This Agreement shall be construed under the laws of the State of Iowa, without giving effect to any choice or conflict of law provision or rule. 10. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. [Remainder of page intentionally blank; Signature page follows] IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date (as defined herein). SELLER: BUYER: [BUYER NAME) CITY OF WAUKEE, IOWA By: By: Courtney Clarke, Mayor Name: Title: ATTEST: By: Brad Deets, City Administrator Exhibit C Form of Easement Assignment Follows ASSIGNMENT This ASSIGNMENT ("Assignment") is made by and between the City of Waukee, County of Dallas, State of Iowa, an Iowa municipality ("Assignor"), and , a/an ("Assignee"). Pursuant to the Asset Purchase Agreement by and between Assignor and Assignee dated as of , 2025 (the "Asset Purchase Agreement"), Assignor hereby assigns to Assignee all of Assignor's right, title and interest in and to the gas main easements, Utility permit(s) and other permit(s) identified in Schedule 2,1 of the Asset Purchase Agreement and identified on Exhibit A attached hereto and incorporated herein by reference (collectively, the "Easements"). Subject to any limitations contained herein or in the Easements, this Assignment, and the rights, obligations and interests assigned hereby, shall be perpetual and shall run with the lands described within the Easements, and shall be binding upon and inure to the benefit of Assignor and Assignee and any parent company or affiliate of Assignor or Assignee, and each and all of their respective successors and assigns. This Assignment shall be construed in accordance with the Law of the State of Iowa. Assignee hereby accepts this assignment of Easements and agrees to be bound by the terms and conditions of said Easements and agrees to assume all obligations and responsibilities of Assignor pursuant to such Easements on the date hereof. This Assignment is being executed and delivered pursuant to the Asset Purchase Agreement and is subject to the terms, conditions and limitations thereof. This Assignment may be executed in one or more counterparts, all of which when taken together, shall constitute one and the same instrument. This Assignment is made, executed and delivered pursuant to the above -referenced Asset Purchase Agreement. IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be effective as of the day of , 2025. ASSIGNOR: ASSIGNEE: [NAME] CITY OF WAUKEE, IOWA By: By: Courtney Clarke, Mayor Name: _ Title: ATTEST: By: Brad Deets, City Administrator STATE OF IOWA; COUNTY OF DALLAS This instrument was acknowledged before me on 2025, by Courtney Clarke as Mayor of the City of Waukee, Iowa. Notary Public in and for the State of Iowa STATE OF IOWA; COUNTY OF DALLAS This instrument was acknowledged before me on 2025, by Brad Deets as City Administrator of the City of Waukee, Iowa. STATE OF IOWA; COUNTY OF Notary Public in and for the State of Iowa This instrument was acknowledged before me on 2025, by as of Notary Public in and for the State of Iowa Attachment A to Assignment List of Gas Easements and Utility Permits Exhibit D Form of Franchise Follows ORDINANCE NO. AN ORDINANCE GRANTING TO MIDAMERICAN ENERGY COMPANY, ITS SUCCESSORS AND ASSIGNS, THE RIGHT AND FRANCHISE TO ACQUIRE, CONSTRUCT, ERECT, MAINTAIN AND OPERATE IN THE CITY OF WAUKEE, IOWA AN NATURAL GAS SYSTEM AND FACILITIES AND TO FURNISH AND SELL NATURAL GAS TO THE CITY AND ITS INHABITANTS FOR A PERIOD OF 25 YEARS. BE IT ORDAINED by the City Council of the City of Waukee, Iowa: Section 1. There is hereby granted to MidAmerican Energy Company, an Iowa corporation, and to its successors and assigns, hereinafter called "Company", the right and franchise to acquire, construct, erect, maintain and operate in the City of Waukee, Iowa, hereinafter called the "City," a system for the transmission and distribution of natural gas along, under and upon the streets, avenues, alleys and public places to serve customers within the City, and to furnish and sell natural gas to the City and its inhabitants. This franchise shall be effective for a twenty-five (25) year period from and after the effective date of this ordinance, provided however, the City may reevaluate the franchise ordinance every five years, commencing with the 10th year, by providing Company written notice at least 120 days prior to 10, 15, and 20th anniversaries of the ordinance. If such a request to re-evaluate or amend the ordinance is made by the City and the parties are unable to agree to amend the ordinance within 90 days or by a mutually agreed upon date, then the City may elect to terminate or continue this franchise upon the expiration of the re- evaluation period. If the City does not seek such re-evaluation by means of a written notice to the Company at least 120 days prior to the expiration of year 10, 15, or 20th anniversaries, as provided herein, this franchise will continue without change. Section 2. The rights and privileges hereby granted are subject to the restrictions and limitations of Chapter 364 of the Code of Iowa 2023. Section 3. The Company shall furnish reasonable, adequate and efficient natural gas service to the residents of the City and shall maintain its systems in reasonable repair and working order and provide adequate facilities for such maintenance. The Company's equipment, including all distribution facilities, shall be installed in accordance with good engineering practices and shall be located, erected, constructed, reconstructed, replaced, removed, repaired, maintained and operated in accordance with the rules and regulations of the Iowa Utilities Board, Commission, or its successor, and any other governmental regulatory body with jurisdiction, so as not to endanger or interfere with the lives of persons, or to unnecessarily hinder or obstruct pedestrian or vehicular traffic to public ways, places and structures. The erection, installation, construction, replacement, removal, repair, maintenance, and operation of the natural gas system shall be in accordance with all applicable laws, regulations and codes of the State and all applicable ordinances, regulations and codes of the City. Section 4. The Company shall have the right to erect, install and maintain all necessary distribution facilities, gas mains, service lines, pipes and equipment for the distribution of natural gas in, on, over or under any public right of way, easement, street or alley in the City, but all said equipment and facilities shall be placed as not to interfere with the construction of any water pipes, drains or sewers, or the flow of water therefrom, or streets, sidewalks or other public infrastructure which have been or may hereafter be located by authority of the City, and further providing the same shall be placed in accordance with this franchise and any regulations the City may from time to time adopt or amend regarding the placement of facilities or structures of utilities, and other right-of-way users facilities or structures, in the right-of-way. Section 5. This franchise shall not be exclusive and shall not restrict in any manner the right of the City Council or any other governing body of the City, in the exercise of any regulatory power which it may now have, or hereafter be authorized or permitted, by the laws of the State of Iowa. Section 6. Annually, and more frequently if necessary at the request of either party, the City and the Company shall meet to review and plan for the next 12 months of infrastructure construction, replacement, enhancements or maintenance within the City. Where possible, following the procedures and standards applicable to the growth and development of the City, the parties will develop plans to facilitate the placing of gas facilities in conjunction with City projects in the public right of ways. Section 7. The Company shall, at its cost and expense, locate and relocate its installations in, on, over or under any public right of way, easement, street or alley in the City as the City may at any time reasonably require for the purposes of facilitating the expansion, construction, reconstruction, maintenance or repair of a street, road or alley, or any other public improvement. The Company shall not be required to relocate its facilities at Company expense if said relocation is for the sole benefit of a non -government entity if the City has not required the public improvement to be performed or installed by said non -governmental entity. The relocation required hereunder shall be completed by the Company no later than ninety (90) days following written notice by the City to the Company of the construction start date for any such expansion, construction, reconstruction, maintenance or repair of a street, road or alley, or any other public improvement. The City may prohibit Company's expansion of use of the right-of-way if there is insufficient space to accommodate the expanded use and the City has provided a reasonable alternative location to the Company. Section 8. In making excavations in any streets, avenues, alleys and public places for the excavation of conduits or the for the installation, maintenance or repair of gas pipes, conduits, or apparatus, the Company shall not unreasonably obstruct the use of the streets, and shall replace the surface, restoring the original condition as nearly as practicable and provided such other requirements imposed by the City's ordinances or regulations existing now or in the future. Section 9. Upon reasonable request the Company shall provide the City, on a project specific basis, information indicating the horizontal location, relative to boundaries of the right of way, of all equipment which it owns or over which it has control that is located in City right of way, including documents, maps and other information in paper or electronic or other forms ("Information"). At the request of the Company, any information requested with respect to the location or type of equipment which the Company maintains or plans to install in the right-of-way, which qualifies as trade -secret Information under Iowa Code Section 550.1 et seq., shall be treated as a trade -secret Information in accordance with Iowa Code Section 22.1 et seq., pertaining to examination of public records, or which qualifies to be kept confidential under any provision of Iowa Code Section 22.1 et seq. The Company and City recognize that some or all of the Information provided may, under current Iowa law, constitute public records, but that nonetheless, some Information provided may be considered to be confidential under state or federal law or both. Therefore, the City shall not release any Information with respect to the facilities which the Company owns or controls in the right of way which may constitute a trade secret or which may otherwise be protected from public disclosure by state or federal law. The City shall provide the Company written notice of a request to release Information to allow the Company to determine if the Information sought is confidential. The Company shall respond to the City within 10 business days of receiving the City's written notice request. If requested by the Company, the City shall not release any such data except by court order, provided, however, the City reserves the right to disagree with the Company determination that the information is confidential, in which case the Company shall be given notice in order that the Company may seek injunctive relief. In the event the City agrees the information is confidential, or that a court determination is required to determine if the Information is confidential, the City shall defend or bring necessary court actions, provided, however, that in the event the City refuses to release records, or the City itself brings an action to determine if records are confidential, the City may tender the defense or prosecution of such legal actions to the Company and the Company shall accept such tender. Section 10. This ordinance is intended to be and shall be construed as consistent with the reservation of local authority contained in the Twenty Fifth Amendment to the Iowa Constitution granting municipalities home rule powers. To such end any limitation on the power of the City is to be strictly construed and the City reserves to itself the right to exercise all power and authority to regulate and control its local affairs, and all ordinances and regulations of the City shall be enforceable against the Company. Section 11. The Company shall indemnify and save harmless the City from any and all claims, suits, losses, damages, costs or expenses, on account of injury or damage to any person or property, caused or occasioned in whole or in part, by the Company's negligence in construction, reconstruction, excavation, operation or maintenance of the gas facilities authorized by this franchise; provided, however, that the Company shall not be obligated to defend, indemnify and save harmless the City for any costs or damages arising from the negligence of the City, its officers, employees or agents. Section 12. The Company shall construct, operate and maintain its facilities in accordance with the applicable regulations of the Iowa Utilities Board or its successors, and any and all other applicable Federal, State and Local laws or regulations. Section 13. During the term of this franchise, the Company shall furnish natural gas in the quantity and quality consistent with applicable Iowa laws and regulations. Section 14. In consideration of the right to construct and maintain such gas facilities and equipment along, upon, across and under the streets, highways, avenues, alleys, bridges and public places of the City the City reserves the right to impose upon the Company and, by its acceptance of this franchise, it agrees that there shall be collected from Company's customers within the corporate limits of the City and remitted by the Company to the City, a franchise fee in an amount equal to a percentage of the gross receipts derived by the Company from the transmission or distribution of natural gas to customers within the corporate limits of the City (excluding, however, the sale of natural gas to the City), or assessed or charged in any other manner the City deems appropriate and consistent with applicable laws as may be changed from time to time, as may be established by the City by separate ordinance imposing such a Franchise Fee duly enacted by the City in the manner required by applicable Iowa Law. The City shall give the Company 90 days written notice of the effective date of any franchise fee imposed by the City on the customers of the Company located with in the corporate limits of the City. In the event that a Franchise Fee is imposed by the City: A. The franchise fee shall be remitted by the Company to the City on or before the last business day of the month following the close of the calendar quarter in which the franchise fee is charged. B. The Company will use its best efforts to commence collection of franchise fees on or before the first Company billing cycle of the first calendar month following ninety (90) days of receipt of Information required of the City to implement the franchise fee, including the City's documentation of customer classes subject to or exempted from City -imposed franchise fee, if any. C. City shall be solely responsible for identifying customer classes subject to or exempt from paying the City imposed franchise fee. D. The Company shall have no obligation to collect franchise fees from customers in annexed areas until and unless such ordinances have been provided to the Company by certified mail. The Company will use its best efforts to commence collecting franchise fees in the annexed areas no later than sixty (60) days after receiving annexation ordinances from the City. E. Company shall not, under any circumstances be required to return or refund any franchise fees that have been collected from customers and remitted to the City. F. With respect to the distribution or transportation by the Company of natural gas sold to the customer by a third -party supplier of the commodity, the percentage of gross receipts shall be applied to the customer's full cost of gas delivered within the City, including all costs of acquisition, ownership, and transportation whereof, wherever incurred. In determining the amount of the fee, the Company may presume that the customer's commodity cost of gas is the same as if the gas were sold by the Company, unless a different cost is provided by Customer to Company. Section 15. The Company shall have the power to condemn private property for the purpose of providing natural gas pursuant to this franchise to the extent necessary to serve a public use and in a reasonable relationship to an overall plan of distributing natural gas pursuant to this franchise in the public interest upon approval of the City Council. The Company must establish the necessity for each taking of private property, and when so established, the City Council may approve the condemnation of the private property by resolution. Any such exercise of the eminent domain powers shall be conducted in accordance with the Waukee Municipal Code and Iowa Law. In the exercise of eminent domain powers pursuant to this provision, the Company shall be responsible for any amounts awarded. In the event the City incurs expenses related to the Company's exercise of the eminent domain power granted in this ordinance, in addition to the normal costs of internal processing of its request to receive and its exercise of eminent domain powers, the Company will reimburse the City for its reasonable extra expenses. Section 16. Before finalizing plans for any construction, expansion, modification or relocation of its facilities, the Company shall submit copies of the plan to the City. Said plans shall comply with federal state and local laws and ordinances and applicable design standards. The Company shall not use any method of construction in connection with any work undertaken by Company which may result in the cutting of any pavement unless the method is first approved in writing by the City Engineer. Plans submitted upon and after the effective date of this franchise shall identify Company Facilities proposed to be located in the right of way and those that would be located on property owned in fee by the Company or on private easements. In the event of an emergency situation, the Company is authorized to proceed with excavation and repair prior to submitting plans to the City and receiving City approval, however, any such excavation or repair must be completed in accordance with all applicable standards and policies of the City applicable to such work and all property, pavement and appurtenances effected by said work restored as near as practicable to it original condition. The Company shall notify the City as soon as possible either during or after the repair has been completed. Nothing herein shall be construed to effect or otherwise modify the Company's relocation responsibilities as provided herein. Section 17. This Franchise is for the purpose specified herein and for no other purpose. This Franchise does not authorize Company to utilize its facilities in the provision of communication, data, media or any other purpose not specified herein within the Rights of Way. In the event that Company desires to utilize its facilities for another purpose or purposes, Company agrees that it must obtain authorization from the City under this franchise prior to such use. Section 18. This franchise shall apply to and bind the City and the Company, their successors and assigns; provided that any assignment by the Company or successor to the Company, shall be subject to the approval of the City Council by resolution, which shall not be unreasonably withheld. The City shall have 60 days from the effective date of the assignment, or designation of successor in interest, to adopt the resolution. If the City fails to adopt a resolution affirming or rejecting the assignment during the 60 day period the assignment or successor in interest shall be deemed approved. Section 19. This franchise is limited to natural gas service. No other services shall be provided to the public by the Company pursuant to this franchise. Section 20. If any section, provision, or part of this ordinance shall be adjudged to be invalid or unconstitutional, such adjudication shall not affect the validity of the ordinance as a whole or any section, provision, or part thereof not adjudged invalid or unconstitutional. Section 21. This ordinance and the rights and privileges herein granted shall become effective and binding upon Company's commencement of gas service pursuant to the Asset Purchase Agreement by and between the Company and the City which shall be the date on which the last of the following occurs, whichever is later: 1) approval and publication of this ordinance in accordance with Iowa law and acceptance by the Company; 2) Iowa Utility Board approval of discontinuation and transfer of service by the City to Company, and 3) satisfaction of all contingencies set forth in the Asset Purchase Agreement. PASSED AND APPROVED BY THE COUNCIL this day of , 2025. CITY OF WAUKEE, IOWA By: Courtney Clark, Mayor ATTEST: Rebecca D. Schuett, City Clerk I, Rebecca D. Schuett, City Clerk of the City of Waukee, Iowa, hereby certify that the above and foregoing is a true copy of Ordinance No. , passed by the City Council at a meeting held , 2025, and signed by the Mayor , 2025, and published as provided by law on , 2025. Rebecca D. Schuett, City Clerk (OFFICIAL SEAL)