Exhibit
10.35


 


ORIGINAL


AGREEMENT


 


GAS TRANSPORTATION AGREEMENT


 


THIS AGREEMENT is
by and between GREAT PLAINS NATURAL GAS CO., a Division of MDU Resources Group, Inc.
(“Company”), and OTTER TAIL AG ENTERPRISES. LLC (“Customer”) and is
effective 9:00 a.m. CCT on the 1 day of September, 2007.


 


Customer has
entered into agreements to purchase natural gas and have that gas delivered to
a “receipt point” using Shipper/Agent(s) as specified in attached Exhibit “A”
as Shipper/Agent. Customer agrees to notify Company prior to any change in
Shipper/Agent(s) and further agrees to execute a new Exhibit “A” prior to
the change of event.


 


Customer and
Company enter into this Gas Transportation Agreement to have said gas
transported by Company from the “receipt point” to the “delivery point(s)”.


 


WITNESSETH: The parties
hereto, each in consideration of the agreement of the other, agree as follows:


 


1. TERM. This Agreement
will continue in effect for Five (5) year(s) from its effective
date. Upon expiration of the initial term, this Agreement shall continue month
to month thereafter until either party furnishes the other party 30 days prior
written notice of termination.


 


2. RECEIPT POINT, DELIVERY
POINT(S), RATE SCHEDULE. Natural Gas delivered hereunder shall be in
accordance with the Company’s approved rate schedules titled: Small
Interruptible General Gas Transportation Service or Large Interruptible General
Gas Transportation Service.


 


	
  Receipt Point:

  	
  Fergus Falls #11979A

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Delivery Point(s):

  	
  24008 170th
  Ave.

  	
   

  
	
   

  	
  Fergus Falls, MN

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rate Schedule:

  	
  Large
  Interruptible General Gas

  	
   

  
	
   

  	
  Transportation
  Service Rate N82

  	
   

  
						



 


3. RECORD
EXAMINATION. Customer shall have the right at all reasonable times to
examine the books, records and charts of Company, for a two year period
subsequent to the issuance in writing of a dispute invoice, to the extent
necessary to verify the accuracy of any statement, charge or computation made
under or pursuant to any provisions of this Agreement.


 


4. RATE. The rates charged
and services rendered Customer under this Agreement shall be as specified in
applicable Company tariffs as approved by Minnesota Public Utilities Commission.
In the event “Rate”, as specified in attached “Exhibit B” is not executed
by both parties of this Agreement, Customer agrees to pay Company the currently
approved Fixed Distribution Charge of the Rate Schedule specified in Section 2
of this Agreement.


 


Company shall have the right to modify the rates charged and the terms
and conditions hereunder by making unilateral rate filings with the Minnesota
Public Utilities Commission.


 


5. ASSIGNMENT. Customer
agrees that it will not assign this Agreement except upon written consent of
Company.


 


6.  INGRESS AND EGRESS.
Company is hereby granted rights of ingress and egress, at reasonable times,
for operating, inspecting and maintaining any of Company’s facilities on
Customer’s premises.


 


7.  REGULATORY AUTHORITY.
This Agreement is subject to all valid laws, orders, rules and regulations
of any and all duly constituted authorities having jurisdiction over the
subject matter herein and is subject to the receipt of any necessary
authorization for the transportation service contemplated herein.


 


IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date and year below written. 


 


	
  CUSTOMER

  	
  COMPANY

  
	
   

  	
   

  
	
  OTTER TAIL AG ENTERPRISES. LLC

  	
  GREAT PLAINS NATURAL GAS CO.,

  A Division of MDU Resources Group, Inc.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Jerry Larson

  	
   

  	
  By:

  	
  /s/ K. Frank Morehouse

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  K. Frank Morehouse

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Region Manager

  	
   

  
	
  Title:

  	
  President

  	
   

  	
   

  
	
  Dated:

  	
  6/26/06

  	
   

  	
  Dated:

  	
  6/28/06

  	
   

  
									



 






* Please type or print the name below the signature
line.


 

















 


EXHIBIT “A”

GAS TRANSPORTATION AGREEMENT


 


This document is an attachment to the Gas
Transportation Agreement dated 6-26-06 between GREAT PLAINS NATURAL GAS CO. (“Company”)
and OTTER TAIL AG ENTERPRISES, LLC (“Customer”).


 


This Exhibit “A” is effective 9:00 a.m. CCT on the 1 day of September 2007.


 


Customer’s Maximum Interruptible Transportation Quantity: 6000 dk per
day.


 


The Shipper/Agent(s) name is BP Canada Energy Marketing Co.


 


 


Customer hereby authorizes Company to furnish the Shipper/Agent any
information relating to the volume and/or cost of natural gas furnished by
Company for use by Customer. This authorization will remain in effect until a
written notice is received from Customer.


 


Accepted and agreed to this 26 day of June, 2006.


 


CUSTOMER


 


OTTER
TAIL AG ENTERPRISES. LLC


 


	
  By:

  	
  /s/ Jerry Larson

  	
   

  
	
  Title:

  	
  President

  	
   

  
					



 


Accepted and
agreed to this 28th day of June, 2006.


 


COMPANY


 


GREAT
PLAINS NATURAL GAS CO.,


A
Division of MDU Resources Group, Inc.


 


	
  By:

  	
  /s/ K. Frank Morehouse

  	
   

  
	
   

  	
  K. Frank Morehouse

  	
   

  
	
   

  	
  Region Manager

  	
   

  
				



 

















 


EXHIBIT “B”

GAS TRANSPORTATION AGREEMENT


 


This document is an attachment to the Gas Transportation Agreement dated
6-26-06  between GREAT PLAINS
NATURAL GAS CO. (“Company”) and OTTER TAIL AG ENTERPRISES, LLC (“Customer”).


 


 


	
  Rate

  	
   

  	
  Term of Rate

  
	
   

  	
   

  	
   

  
	
  $0.4874 per dk plus $0.027
  per dk CIP Base Rate

  for a distribution rate of $0.5144 per dk plus

  currently effective CIP Tracking Adjustment.***

  	
   

  	
  9-1-2007 to 9-1-2012

  



 






***Note: If the CIP Base Rate is changed during the term of this
contract, the new amount will supersede the current charge of $.027 per dk in
determining the distribution rate before the CIP tracking adjustment.


 


 


***Note:
If the CIP Base Rate is changed during the term of this contract, the new
amount will either be subtracted if negative or added if positive to the total
rate indicated.


 


Accepted
and agreed to this 26 day of June, 2006.


 


CUSTOMER


 


OTTER
TAIL AG ENTERPRISES. LLC


 


	
  By:  

  	
  /s/ Jerry Larson

  	
   

  	
   

  
	
  Title:  

  	
  President

  	
   

  	
   

  
						



 


 


Accepted and agreed to this 28th  day of June, 2006.


 


COMPANY


 


GREAT
PLAINS NATURAL GAS CO.,


A Division of MDU Resources Group. Inc.


 


	
  By: 

  	
  /s/ K.Frank Morehouse

  	
   

  
	
   

  	
  K. Frank Morehouse

  	
   

  
	
   

  	
  Region Manager