Meter Reading Service Agreement_AquilaTHECrrY OF Dubuque
..--
DUB E ~'~''~~
1
Masterpiece on the Mississippi
2007
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Assignment of Meter Reading Service Agreement between the City of
Dubuque, Iowa and Aquila, Inc.
DATE: July 31, 2008
City Attorney Barry Lindahl is recommending City Council approval of the Assignment of
the Meter Reading Service Agreement by Aquila, Inc. to Black Hills/Iowa Gas Utility
Company, LLC d/b/a Black Hills Energy.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Mic ael C. Van Milligen
MCVM/jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
THE CITY OF
DUB E
Masterpiece on the Mississippi
BARRY LINDA
CITY ATTOR E
MEMORANDUM
To: Mic ael C. Van Milligen
City~,anager
DATE: July 29, 2008
RE: Assignment of Meter Reading Service Agreement between the City of
Dubuque, Iowa and Aquila, Inc.
On May 4, 1989, the City of Dubuque entered into a Meter Reading Service Agreement
with Peoples Natural Gas Company, a predecessor of Aquila, Inc. A copy of the
Agreement is attached.
Black Hills Corporation has recently purchased the assets of Aquila, Inc. Black Hills
Corporation is requesting the City's consent to the Assignment of the Meter Reading
Service Agreement by Aquila, Inc. to Black Hills/Iowa Gas Utility Company, LLC d/b/a
Black Hills Energy. A copy of the proposed Assignment and Assumption Agreement is
also attached. Under the Assignment and Assumption Agreement, Black Hills/Iowa Gas
Utility Company, LLC, awholly-owned subsidiary of Black Hills Corporation, will assume
all of the obligations under the Meter Reading Service Agreement.
Also attached is a proposed form of a Performance Bond to be provided in connection
with the Meter Reading Service Agreement.
I recommend that the Assignment and Assumption Agreement be submitted to the City
Council for consideration and approval. I have added a Consent Form to the
Assignment and Assumption Agreement in the event the City Council approves the
Agreement.
BAL:tIs
Attachment
cc: Ken TeKippe, Finance Director
Kenna J. Hagan, Esq., Black Hills Utility Holdings Inc.
F:\USERS\tsteckle\Lindahl\MemosWlVM_Assig nmentMeterReadingServAgree_Aquila&City_072908.doc
OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944
TELEPHONE (563) 583-4113 / FAx (563) 583-1040 / EMAIL balesq@cityofdubuque.org
i~4~rJl~11~-IAMINrp~
Kenna J. Hagan
Associate Counsel
khagan@blackhillscorp.com
625 Ninth Street
Rapid City, SD 57701
Ph: 605.716.3961
Fax: 605.719.9962
July 28, 2008
Mr. Berry Lindahl
City of Dubuque
50 West 13`~ Street
Dubuque, IA 52001
Re: Assignment of the Meter Reading Service Agreement (the "Agreement")
Dear Mr. Lindahl:
On February 6, 2007, Black Hills Corporation ("BHC'~ entered into an Asset Purchase
Agreement and a Partnership Interests Purchase Agreement (the "Transaction Documents' with
Aquila, Inc. ("Aquila', pursuant to which Aquila transferred its gas utility operations in Iowa,
Kansas and Nebraska and its gas and electric utility operations in Colorado to BHC's wholly-
owned subsidiary, Black Hills Utility Holdings, Inc. ("Black Hills'. Aquila's Missouri utility
operations were transferred, by way of merger, to Great Plains Energy, Inc. The closing of these
transactions occurred on July 14, 2008.
As we discussed, the parties tried to identify all the contracts that required written
consent to assignment and receive those consents prior to closing. This Agreement was
inadvertently missed. I am requesting that the City of Dubuque consent to the assignment of the
Agreement from Aquila to Black Hills/Iowa Gas Utility Company, LLC d/b/a Black Hills
Energy. Black Hills/Iowa Gas Utility Company, LLC is a wholly owned subsidiary of Black
Hills. I am attaching a copy of the original Agreement, dated May 4, 1989. This Agreement was
last renewed for a five year term beginning July 1, 2004.
In addition, BHC will be replacing the performance bond for this Agreement. The form
of the bond is attached. You indicated that both the assignment of the Agreement and the
performance bond need to be approved by the City Council. Please obtain approval from the
City Council for the assignment of the Agreement and for the form of the performance bond and
provide the consent in writing. The bond will be issued once written consent to assignment is
received.
~~
Energy for a Lifetime
www. blackhillscorp.com
Thank you for assistance with this matter. Please do not hesitate to contact me with questions.
Sincerely,
~/~j/k.~
Kenna J. Ha an
Encl. Agreement and form of Performance Bond
Via email: balesgla.cityofdubuque.org
cbrumwell na,cityofdubuque.org
Energy for a Lifetime
www. biackhillscorp. com
..,
?i~S ALtl`, made and ~tertsd into this 4 t~ day of .Ka v , 1989,
by and betw~ PmPL>~5 L GA5 G~ANY, Division of UtiliCbrp United
b'~c. (hereit~afte= referred to as °PboQle~'~) , and the CITY OF AJ~JQUE, Ian
x~efersed to as ") -
~1T•
~~, clsst®et has the need fOt certain suet' meter reading
services ("Seivioes") , as mare specifically d~efirsed het~eisi; and
~. Peoples has the neoes~sy petsor~el and experience to perform
suc3= services; and
S, ~stamer desires to engt~e Peoples to petfo~ the Sezvioes
and Peoples desires to taxiestaloe such pprfa~rmat~oe sexier the terms,
aotsditiot8 and prs~risi~s rw.,vi~+'~rer set forth.
~r , in oousic]et-atierl of the mttual off, pyen,~
°~~~ tha P~~ do Y agree as follows:
1' Peoples shall
• perform far Oustaoer the
follo~ring Sere;case:
..t•.
a. R@ZgitA PBOp1eg~ ~ aild ,YrB sr®t@r argt~r routes t0
ep~timiza eff3,ciercias far jointly reading ttyese meters;
b. migrate an a daily basis tea meter xa~t~es four Peoples
and Glattamez;
c. Aead rn a mthly basis all of Oustr.~er~ s water meters,
to the greatest exGait poes~ble;
d. Prpart daily to Castamer ~ tax~al oorditians existirsg an
'H jng BYet'am (as faa~d in >F~ibit 8) ; and
e. Oeliweur' daily to Customer the w®ter meter imadings.
2 • ~. It1 oorlsidet~atien of the perfot~aarioe of the Sesvic~,
~-r agt~aes to pay to Peoples:
•~ oa~z•oN :1N1 dllfll')d Wdtiti:6 E007, ~E7,•daS
a. A aye-time de~elepment and oorn-etsion fee of
S12,000; and
b. A monthly fee of 32 cis fax ea~di meter with attsid~e r+®ot~e
seed devise scb~aily rsa~d and 32 outs fog all inside meters
sd~ech:led to be read in the gives mQith.
If P~aoples fails to sad ev~,y inside, meter at least six (6) times per
mrtzact year, a credit of 3Z cants pew meter ~t read at least this often
tiu~es six months shall be coedited to the Q:stao~er for ~t2:o~se meters nvt
zmaci, at the erd of eadi ooc~raot year. Brie mthly sesvioe fee and
ar~ual edit shall be adjtxted on eac3~ anRiverFaty date of this agnae~m~ent
to reflect dauxies, if any, in the Oons~maer Prise Index fat all items
(CPI-t~ ctirit~g the previous tselve (i2} match period. Zt:e adjt~-tmmrtts
will be based an ttys t32'I-~T fou:td in tit's U.S. Depattmettt of Labor Huceau of
I$bor Statist:3,+c>s mot7thly report using the 1982-84 = 100 base. 'Ihe
adjusts t fat t11e first, seoo~ld, third, and fa~uth at~iv~ez^.~asy dates wi31.
be cala3lated 3s follows:
Year 2
1989 C8I-~T x 32 cents = 1990 sezvioe fee
Year 3 - 199
1990 CPI-U x 1990 service fee =1991 service fee
Year 4 -1991 CPI-U
1991 CPI-iJ x 1991 se=vioe fee =1992 sesviae fee
Year 5 -1493 CPI~J
1992 C~I-~I x 1992 sezviae fee =1993 senrioe fee
S~equettt arsrual adjtts will be calwlated in a similar ,~,a141OT by
m~ltiFlying the then arrtsit service fee (i. e. , the fee as ad ju~-ted by
pacevious dsanc~es in th~a CST-~U) by the c3sange in the
c~s-t7 over trie iaeaiately p~eoedirtq tirelve matths.
c ~a cazz~oN :1N1 dll(li~d Wdtiti:6 EOOl 'El'daS
3 • ,4~• SetefOes shall 1'f0it include, nod eriaa.l the overtime
fee at~/oor the mrnthly service fee be deemed to oampensate Peoples fair
serviAe wank an water meters.
4. ~~
Peoples agrees to Fa'ovide Wstamer with meter readings far water users to
the greatest possible extant. Peoples shall zsnd at a minimtmti alI peters
with autsi,cie reed r~o~te devices no lees than ten ~io~ times pet~oonttact
1+~- but in no case shall agtside reads not be read in two st~oc~eesive
marittys. Peoples shall use its beet efforts to read all fnside meters
(those meters without outside read remote devioas) no less than six times
P~ Y~'• ~`ailure of PBaples to comply with thfs Pasagraph 4 shall
avnstitute mt~p~erfo®anoe of the terms cf this Agreement and tt~e Q3stomer
shall have the optics of negvtiatinq with Pbaples an adjusted fee or
tezmination of this Ar~eemettt by written notice thereof to Ae~oples.
5. PEples shall prvo.~+e ar~d a~a ' ~+: •, fOr tha
benefit of a p~ f~ bord ~ tt~e ~t of $100,000, tihic3~
shall asstn~e the faithful performance of all of Peoples • cbligatiors ta~der
thf s Ac'tt.
6• Ci~stamet shall oontis>ie its efforts
to install artside read remo~t~,es on itside waster meter sets. give
wt's ~~ goal is to install a3tgide read remotes an inside
metals at a rate of 2,000 sash yedr. S11d3 atteictie read remote
installations will be placed as riaar ae possible to the outside gas meter
locations. IA addition, ~etemer shall provide to Pbaples sezvioes and
f nfoa~tian in with ~d~ibit A, Mich 3s att~yed hereto aad by
fi •a ca»•oti ~Ni Hlln~1H wHCti:a cnnz •ez•das
/~
this refere~~ae made a part hereof. If ~tomar, ths~ae and one half yeaxs
fry the ectart of this ~t, has 500 dt more sites wittxut remotie
read devises, Peapeles shall Dave the right to r~egaitiata with OustomQr a
new fee far those noirrem~e sites.
7. of Pavm~~t. 'II~e ~,~ Pee of Ss2. ooa specified ta~dex
P®ragraph 2 shall be due and payable on ~1ily 1. i9g9. ~e monthly service
fee shall be due o=fd payable cn ar befcme the 15th day of the month
follaring the month in r~ht,c3i the Seorvioes pe=gpZ~ and shall be
based on the mLtiet read fee as outlined in 2b. Should Qm~er fail
t;,,,,,lY ~ PaY P~ ~' all of the its on theme invoices, intex~t
thereci~ shall eoarue at the rate of t14~ per month from the
due date until the date of pEtyment. If s~ failure to pay aantixYaes for
~~ ~) '~ ~~ Pa-Y~ ~ ~. Peoples, in addition t+o ar~y other
tidy It ~Y haMe, maY tee ~ p=wide fln:ther Services until such
a®au~t, ir~c,].udirg Wit, is paid.
e • ~- ~~ shall becr~e effective as of the date first
hereirsabove written and shall oantinue in roll farce and effect for a
period of CS) y„a,~ ('the "Cri.9inal ~") • After the expiratia~
of the original Z1etm, this Agte®ent shall be automatically renewed foe'
suasive terms or ,tom (~} y+ear(s) eadz unless either party gives
written r~otioe of c~roel.latian to the ottyer party not less than cue
(1@4) ~ Pear ~ the last ~Y of the original. Z~ezm, or
a suooeseivs term, t~hid~ever the ease may be. Peoples styall },eq~ ~~
water meters purscs~ to this Ar~e®e~nt cn ~y 1, 1989.
9 . Irt per#ormirg the Services ~*,_• *~,-,
Peoples shall operate as and have the ata~s of an ~ *~**~~+* contractor,
subje~ only to the general dit~ection of Qistamer regazdi.rg the Se=vi®s
G ~~ G97,7.~aN ~N1 dllfl~)d W~G~:fi F007, .~7,,daS
to ~ zendeaced as aQpnsed to tt~a ~ mettnd of perfarmir~g the services.
10. At~y drawinr~, doams,~hatian,
speeifieatioc~s, points, desic~, ideas or wrier +++f~t'~ an provided by
Peoples to 4~stamer oc attxtvS.~e ebtsirtiad by ouster petta3n~g to the
Sesviaes performed hersax3et are strictly oonfident~,al and pr~aprietary
to Peoples. 43stamer shall not, ~tithait the prior t~t'itten c~tt of
Peoples, ~'~ any such itffo~mstian to a third party os use any suc3~
ir-fo~tioci for its orst b®netit ®meip~t in oo~a~e~tian with the oQexa~tian
of Oust®er'B facilities and equipment pursuant to this Agr~ee~t.
11. Neither Peoples naz shall assicp~t, isi whole
ar in past, any of the riots, obligatioe~ or bsrs'fits of this ~t,
emcept to a parent, affiliate ar Wholly-~a~~ed snbsidiasy, vitl~out the
prior artitt~en consent of the other pa¢tjr. F1or p~ttpases of this
Plssagraph 11, an affiliate. ie de#ir~ed ae a c~party, the emttnllit~g
interest in t~iidi is cait~ed by tt~a parsit of a patty.
12. T*+r~+.~,tf~r~,ti~.,, Peoples sha]1 tie liable to r and shall
save, cisfard and hold t~asmlees Q~st®er for claimB, damages, d®ards,
lames, liabilities, oasts er ~~ ir~cltadirq, vithottt limitation,
t~easariable attaxneys' fees and vthPS oasts and incident to any
suit, ia~ooeedinq ar irHestigation ~ anlr claim ie~zsd or suffered by
cvstamer ari8ing cut of the s~esderir~q of Services by Peoples herau~der,
~ ssr~ claim is the zesult of Peoples' fault.
~ • Neither party shall be liable to the
other for arty special, indir+ec.-t or aangequential domes, irrludin9,
without limitation, lees of p~vfit, loss of producrt, and loss of use,
arfsitq out of the perfooaoar~ce of this ~, irrespec-tiv+e of either
petrty'8 fault or negligame.
Q ~~ R97.7.•oN 1N1 'dllfl~ld Wd9~:6 EOOl ~g7~daS
14. F~osve r;a;e~e. Any delays in or failure of perfoneanoe by
either pasty ta>xeto of its duties hesaaY]er (ot2~ tt~ the payrassyt of
morieyf , shall not oonst~~tutQ default oor give rise to any claims far
if aid to tlye extant eu~ delays ar failias of petto~noa are
coed by omaZ~er~oes beyarid tisa cantzol o! the party isswlved, irrluding
but rct 13mitesi to, acts of God or t2;e public enemy; iatiors of
facilities, o~lisnoe with any law, proclameation, regulation, ordirraroe
or i r,e~riY-t-i o[1 of any o~ unit the~of, includitg ItYi,idn
nations, having ar assertisg jia~.ediction; acts of ~: rebellion or
saloa~tage cr damsage resultitsj these$•om: fires: Roods; explae~ians;
accidents: riots ~ sttilaes; de~.ay by vendors in the delivery of materials
and >;p~Yt; de3ay by cocYtrac~rs iss P~f~xJ
hark: ar any vttyer caousee, t~sther ar not of the same class
ar kind as those epecificmlly t°mmea above, vhicl~ ate ~ within the
reasonable oontzvl of t2~e patty involved and whirls, by the aaeztise of
s~easoe~ble dilic~essoe, the patty .involved ie unable to prevent oz over~vame,
provided, hQwevex', that such party etsaa,l give na~tioe togethP~ with full
particulat8 of suds caa~ees or in writing as by telegraph to
the athPS patty ad soon as pacacticable after the and the
cages or shall as far as possible be remedied With all
n3asanabl.e diligent di~atrn by the PAY ~~~J sum in arcler to put
itself in a position to e~rty out its obligation wades this Agte®ttt.
1s• A11 reatioee pe~rtsininq to this Agreement shall be in
writing, and if to Wstamer, eha~ll be sufficient if seat by r~ogistered
- •~ cazz•oti
~NI dllfli~d WdRb;fi EOOI •EZ•dag
mail to Nstomer at the following address:
~~
1315 Oanttal A~t~e
D~gt~e, IA 52001
Ate: A~lic Works Dirac,-toy
and if tc l~eop].es, shall be suffiefent it sent by regist~d mail to
Peoples at the following address:
Peoples Nabtttal Gas Oq~pany
1815 Capitol Avenge
Qmat~a, I~ 6810Z
Attn: Tim Conr~ly
Either patty nay c#~arge its address far putpoees of this Parac~aph by
~~~4 '~ other party hereto vrittert notice of the new address fn the
meu7oet set forth above.
16. I~lidity of Ptwisicn. POOgZes sand Wst®er agree that if any
term or prevision of this Agtm~nt is held by any court to be illecla], or
u~ifOZVeable, the tmmati2us~g terms,pcvvisiar~s, ~••i~ a and ebl.igatirns
shall Hier bs affected and shall remain in full force and effect.
• 17. ~. Zhis agraewent shall be vaat=ued and enforced in
aaao2danoe with the laws of the state of Iowa.
18. ~. No tsiver by ~Y PAY of any one or morE defaults
by the other in performance of any of the provisions of this Agre~t:t
shall opesate or be ooriettued as a tra•iver of any other existing or futiu+e
deefault or defaults, tityether o! a Ii)oe ar a different ~itact~:r.
ls. ~ This kpreema~rt, inclu~dii~ all e~ibits, sets
forth the entfre of the patties and super all prior
mss, oaomesicatians, xepr+eserci~atioi•:s as ~sxanti ee, w!•iet2r~• a~a]. or
wMtten, by any officer, eIDployee ar representative of either party.
Zo. No modification or amoet~ment of this Agent small
be biJ•dirq ups: either pasty unless in vritirg and si~~ed by both parties.
a •~ ca» •c~ ~ti~ d~in~d wdati:a ~nnz •cz•aac
21. P~oplas shall halve,the right to use
Cttstamer as a refe=s:oe and to arrange visits to ors facilities,
with Q1~~s ~~ IQro~-1~ and Cdr by P•31 users of
services simflar to the Setvioes pLC~tided by p~pl~ der this Ate.
22 . At:y acrd all oanpcter p~y~
liaer~es, doamreastatim, proaedsaee and 3rot~vctlan deValaped an3 used by
. ~ in prbvidi~ the 5gcvices are at~d e~hall min the sole p~op~{y
of peoples. C'ustcmer shall gave ro rights t~atsoe~ret to such property.
Dd Wi'li~S the parties have cav.~ed ttv.s to be
executed by their qtly aaitharjZed offfoat~s as of the daY at:d Year first
above w~'itten.
P~PlES AA'1[Il?AL CIS Syr
Divisicer of t?tilf0orp Ultited Inc.
n /~
Title:
TFffi Q7.Y OF IIJ~UEr I~
a •a r.o»•n~i stir H~rna7H wHati:a r.nnz •cz•dac
EXHxHIT nA~~
6ERVICEB TO 8L PBRFORIKBD BY CV6TOMER
1. When additional water accounts are added to Customer's
system, Customer will endeavor to sequence the new accounts
in the correct billing cycle and reading route.
2. Provide for storing Peoples' cycle, route, and sequence
numbers on Customer's billing system water accounts.
3. Customer artd Peoples will co-test the programs. Estimated
completion date is June 1, 1989.
4. Program acceptance download of the metex data and do
parallel testing. Estimated completion date is within the
month of June, 1989.
5. Provide updated corrected meter sequence numbers when
returned from ITRON DCO file. Estimated completion date is
May 1, 1989.
ni ~a ca~z~ou ~NI bllflbd W~9~~6 £OOZ '£b'aaS
BXKIBIT "B"
UHTJSIIl1L CONDITIONS TO 8E REPORTED TO C[~STOIiER
1. Evidence of bypassing of metering equipment.
2. Broken register.
3. Broken seal.
4. Evidence of tampering with metering equipment.
5. Broken wires to remove read devices, if evident.
6. Damage to outside remote read device.
7. Unattached outside remote read device.
8. Faded numerals on remote read device.
9. inoperative remote read device.
10. Any other evidence o! inordinate conditions existing in the
metering system.
~ ~ ~ a r.o» ~ o~i 7N I dl I Ned Wb'9~~ 6 £OOl ' EZ' daS
EXECUTION COPY
Assignment and Assumution Agreement
(Iowa Gas)
This Assignment and Assumption Agreement ("Agreement"), is made as of July 14~',
2008 by and between Aquila, Inc., a Delaware corporation ("Seller"), and Black Hi11s1Iowa Gas
Utility Company, LLC, a Delaware limited liability company ("Black Hills Iowa"). Unless
otherwise indicated, capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Asset Purchase Agreement (as defined below).
WHEREAS, Seller has entered into an Agreement and Plan of Merger dated February b,
2007 (the; "Mer er Agreement"} among Seller, Great Plains Energy Incorporated, a Missouri
corporation ("Parent"), Gregory Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Parent ("Mer er Sub"), and Black Hills Corporation, a South Dakota corporation
("Beer"), which,' among other things, provides for the merger of Merger Sub with and into
Seller immediately after the Closing.
WHEREAS, Buyer, Seller, Parent and Merger Sub, entered into that certain Asset
Purchase Agreement, dated February 6, 2007 (as amended and supplemented to the date hereof,
the "Asset Purchase Agreement"}, pursuant to which, among other things, Buyer agreed to
assume from Seller the Assumed Obligations, and Seller agreed to assign to Buyer all of Seller's
rights to the Purchased Assets.
WHEREAS, Buyer formed Black Hills Iowa to assume the Assumed Obligations
principally relating to Seller's natural gas utility operations in Iowa (the "Iowa Gas Assumed
Obli ations"), and to accept all of Seller's rights to the Purchased Assets principally relating to
such operations (the "Iowa Gas Purchased Assets").
NOW, THEREFORE, pursuant and subject to the terms of the Asset Purchase Agreement
and in consideration of the mutual covenants set forth below and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Black
Hills Iowa agree as follows:
1. Seller hereby assigns and transfers all of the Iowa Gas Assumed Obligations and
all of Seller's rights to the Iowa Gas Purchased Assets to Black Hills Iowa, and Black Hills Iowa
hereby accepts such assignment and hereby assumes and agrees to pay, perform, and discharge
when due all of the Iowa Gas Assumed Obligations; provided, however, that notwithstanding
anything herein to the contrary, the Iowa Gas Assumed Obligations and the Iowa Gas Purchased
Assets do not include the Assumed Obligations or the Purchased Assets assigned and transferred
on the date hereof by Seller to Black Hills Utility Holdings, Inc.
2. Seller and Black Hills Iowa agree, on behalf of themselves and their respective
successors and assigns, to do, execute, acknowledge, and deliver, or to cause to be done,
executed, acknowledged, and delivered, all such further acts, documents, and instruments that
may reasonably be required to give full effect to the intent of this Agreement.
3. This Agreement is being delivered pursuant to the Asset Purchase Agreement and
will be construed consistently therewith. This Agreement is not intended to, and does not, in any
manner enhance, diminish, or otherwise modify the rights and obligations of the Parties under
KC-1585575-1
EXECUTION COPY
the Asset Purchase Agreement. To the extent that any provision of this Agreement conflicts or is
inconsistent with the terms of the Asset Purchase Agreement, the terms of the Asset Purchase
Agreement will govern.
4. This Agreement maybe executed in multiple counterparts (each of which will be
deemed an original, but all of which together will constitute one and the same instrument), and
may be delivered by facsimile transmission, with originals to follow by overnight courier or
certified mail {return receipt requested).
5. This Agreement and all of the provisions hereof will be binding upon and inure to
the benefit of Black Hills-Iowa and Seller and their respective successors and permitted assigns.
[Signature Page Follows)
KC-1585575-i
EXECUTION COPY
IN WITNESS WHEREOF, Seller and Black Hills Iowa have caused this Agreement to be
signed by their respective duly authorized officers as of the date first above written.
Aquila, Inc.
By:
Name: 'chard C. Green
Title: President, Chief Executive Officer and
Chairman of the Board of Directors
Black Hills/Iowa Gas Utility Company, LLC
By:
Title: ~ . V1c 2 ~~~ i ~I~,k a~.~ C~ev~,va.Q ~s e,Q
KC-1585575-1
CITY'S CONSENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT
The City of Dubuque, Iowa, hereby consent to the foregoing Assignment and
Assumption Agreement upon the terms and conditions set forth therein.
Dated: August 4, 2008
CITY OF DUBUQUE, IOWA
By: Roy D. Buol. Mayor
Attest:
Jeanne F. Schneider, City Clerk
Bond No.
PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESNETS, That we, Black Hills/Iowa Gas Utility Company, LLC
625 Ninth Street, Rapid City, SD 5T101
(hereinafter called "Principlal") as Principal, and Safe Co Insurance Company of American
(hereinafter called "Obligee") as Obligee, in the penal sum of One Hundred Thousand and NO/100 0100,000-00)- - - - - - - -
DOLLARS, good and lawful money of fhe United States of America, for the payment of which, well and truly #o be made, we
do bind ourselves, our heirs, administrators, executors, successors, and assigns, jointly and severally, firmly by these
presents.
WHEREAS the above bounden Principal has entered into a certain written Contract with the above named
Obligee, effective the day of ,and terminating the
day Of ,for reading water meters and transfering the information to the City of Dubuque, Iowa.
which Contract is hereby referred to and made a part hereof as fully and to the extent as if copies at length were attached
herein, except that nothing said therein shall alter, enlarge, expend or otherwise modify the term of the bond as set .out
below.
NOW, THEREFORE, if the Principal shall comply with and faithfully perform the terms of the Contract, then this
bond shalt be null and vaid, otherwise to be in full force and effect. This bond is executed by the Surety and accepted by the
obligee subject to the following express condition:
Notwithstanding the provisions of the contract, the term of the bond shall apply from ,
until ,and maybe extended by the Surety by Continuation Certificate.
However, neither nonrenewal by the Surety, nor the failure or inability of the Principal to file a replacement bond in the event
of nonrenewal, shall itself constitute a loss to the obligee recoverable under this bond or any renewal or continuation thereof.
Surety`s liability under fhis bond and all continuation certificates issued in connection therewith shall not be cumulative and
shall in no event exceed the amount as set forth in this bond or in any additions, riders, or endorsements properly issued by
the Surety as supplements thereto.
Sealed with our seals and dafed this day of
WITNESS:
As to Principal -
gy:
As to Surety
Attorney-in-Fact
S-3974/GEEF 2/98