Filed by Bowne Pure Compliance



 






Exhibit 10.21



AQUILA, INC. d/b/a AQUILA NETWORKS

LARGE VOLUME TRANSPORTATION

SERVICE AGREEMENT

(Iowa)




This Agreement is entered into effective at the date shown below, by and between Aquila, Inc.,
d/b/a Aquila Networks (“Company”) and Customer, whose name, account numbers and service addresses
are identified in Exhibit A.



Whereas, Customer has obtained or will obtain supplies of natural gas and desires Company to
receive such natural gas and transport and deliver such gas to Customer, and to provide certain
other related services to Customer; and



Whereas, Company is willing to provide natural gas transportation and related services to
Customer, subject to the terms and conditions set forth herein.



Now, therefore, in consideration of the above premises and the covenants contained herein,
Company and Customer agree as follows:



1. Availability: Service under this Agreement is available to any large volume
customer as defined in accordance with Company’s then current rate schedules. Customers with
multiple service locations may include premises served under the Company’s Small Volume and General
Service rate schedules if other premises are served under the Large Volume rate schedules.



2. Character of Service. Service hereunder shall be offered on a non-discriminatory
firm and/or interruptible basis contingent upon adequate system capacity.



3. Confirmation Regarding Interruptible Service. Customers electing interruptible
service hereby confirm the customer has an alternate fuel capability or is willing to discontinue
gas service during periods of curtailment. Customer represents that it meets the service
availability requirements for transportation service under this Agreement.



4. Pipeline Capacity Assignment. Large volume customers who convert to transportation
service may be required to take assignment to pay for, at the option of the Company, firm
interstate natural gas pipeline capacity and supplies designated by Company for a period of up to
one year. Service will be provided on a firm basis only if Customer has arranged firm
transportation for such gas supplies on the interstate pipeline serving Company’s distribution
system.



5. Governing Tariff: Service hereunder is provided by Company pursuant to its
Transportation Rate Schedule, and pursuant to the General Rules, Regulations, Terms and Conditions,
including but not limited to provisions governing pipeline charges, nominations, payment and
penalties, all as contained in Company’s Gas Tariff on file with the Iowa Utilities Board (“IUB”),
as the same may be amended, modified or superseded from time to time (the “Tariff”).


 


 









 






6. Customer Obligations for Firm Service: Customer agrees to provide and maintain the
following:




A. Firm Transportation Rights. Customer represents to Company that it has and will
maintain, or will have and maintain at all relevant times, firm transportation rights on
transporting pipelines upstream of Company’s natural gas distribution system in the
community(ies) of service to deliver on a firm basis all volumes of gas to Company for
Customer’s accounts identified on Exhibit “A” attached hereto. In the event any such firm
transportation rights are terminated or limited in any manner so that Customer is unable to
deliver gas to Company’s natural gas distribution system as required herein, then Customer
shall immediately notify Company in writing sent be facsimile to the fax number provided in
Section 16.




B. Telemetry. Customers must install telemetry equipment acceptable to Company. Customer
must reimburse Company for the cost of all on-site plant investments, including telemetry
equipment, installed by Company to provide transportation service to Customer. The
telemetry equipment and any other improvements shall remain the property of Company and will
be maintained by the Company. Customer shall also provide telephonic access and service to
this telemetry equipment acceptable to Company.




7. Optional Aggregation Service:



3. Charges: Customer shall be responsible for and shall pay to Company the following
charges for the periods indicated or as otherwise applicable:



	 	 	 
	Transportation 

Administration 

Charge:

 
	 	$150 per month per facility for administrative costs
relating to transportation service. Facility shall
include all meters under common ownership behind the same
town border station (TBS).
	 
	 	 
	Customer
Charge:

	 	The applicable sales tariff basic monthly charge for
which Customer would otherwise qualify, subject to change
as may be approved by the IUB from time to time.
	 
	 	 
	Capacity Charge:
	 	If applicable, the amount is set forth in Customer’s
regular sales tariff schedule.
	 
	 	 
	Delivery Charge:

	 	All volumes received by Customer hereunder shall be
charged a rate equal to the tariff volumetric delivery
component of Company’s rate then in effect under its
sales rate schedule for such Customer. In addition,
Customer must pay for all fixed gas costs assigned to
Customer in the regular sales tariff rate. Fixed gas
costs could include, but are not limited to: Daily Firm
Capacity Charges and Annual Cost Adjustment Charges.
Additional costs will be assigned as they are authorized
by the FERC or
the IUB to be charged for transportation services, including but not limited to
take-or-pay costs, TCR costs, and GRI costs. In addition, all volumes
delivered from system gas supply shall be charged the rate set forth in the
appropriate Company’s sales tariff schedule.






 


 









 





	 	 	 
	Optional Services:

	 	The following service, described in
Company’s Tariff areavailable at Customer’s option:
Aggregation Service






Customer has elected and agreed to purchase the optional services designated in
Section...herein, if any. Customer agrees to pay the charges associated therewith according to and
as set forth in Company’s Tariff as amended from time to time. Customer shall, upon request of
Company, execute such agreements as Company deems necessary or appropriate to effectuate the above
services.



9. Term: This Agreement shall remain in effect for a primary term of one year from
the date service commences hereunder, and thereafter from year to year until canceled by either
party with notice as required in Company’s then current tariffs. Service commencement shall mean
the month and day Customer provides its initial nomination.



10. Pipeline Charges; Capacity Assignment: Any charges that Company incurs from a
pipeline on behalf of Customer will be passed through to Customer.



11. Regulatory Commission Authority: The provisions of this Agreement are subject to
Company’s Tariff, including but not limited to force majeure provisions, all valid legislation with
respect to the subject matter hereof and to all present and future orders, rules, and regulations
of the Iowa Utilities Board (“IUB”) and any other regulatory authorities having jurisdiction over
(a) the transportation of natural gas contemplated hereunder, or (b) the construction and operation
of any facilities required to deliver said natural gas. Customer agrees that Company shall have
the right to unilaterally make and to file with any and all regulatory bodies exercising
jurisdiction, now or in the future, changes in rates or new rates or any other changes to Company’s
Tariff, and that Customer shall be bound by such changes or new rates as are approved by such
regulatory bodies. In the event of any conflict between the terms of this Agreement and the
Tariff, the Tariff shall control.



12. Acknowledgment of Transportation Risks: Customer hereby acknowledges and accepts
the following risks and requirements associated with transporting gas:




	 	(a)	 	the risk that Customer may incur penalties for unauthorized takes balancing and
scheduling charges, and any charges Company incurs from the pipeline on behalf of
Customer; and

	 
	 	(b)	 	The risk that Customer must stop using gas when notified by Company or by
Customer’s gas supplier of any interruption affecting Customer’s gas supply or
transportation service.





 


 









 












13. Indemnification: In addition to indemnifications included above, Customer (the
“Indemnifying Party”) will indemnify, hold harmless and defend Company and its officers, directors,
shareholders, agents, employees, and representatives (collectively, the “Indemnified
Party”) from all claims, liabilities, fines, interest, costs, expenses and damages (including
reasonable attorneys’ fees) incurred by the Indemnified Party (collectively the “Indemnified
Losses”), for any damage, injury, death, loss or destruction of any kind to persons or property, to
the extent the damage, injury, death, loss or destruction arises out of or is related to the
conduct, negligence, willful misconduct, misrepresentation, or other breach of this Agreement on
the party of the Indemnifying Party or any of its representatives, agents, employees or
contractors.



14. Assignment: Customer may not assign this Agreement, in whole or in part, or
delegate any of its obligations under this Agreement without the prior written consent of Company.



15. Entire Agreement: This Agreement and Company’s Tariff constitute the entire
agreement of the parties with respect to the subject matter hereof, and supersedes and replaces all
other prior or contemporaneous agreements between the parties regarding such subject matter.



16. Notices: Notices required or otherwise given under this Agreement, except notices
specifically allowed to be provided by facsimile, shall be given in writing and mailed by first
class mail to the other party at the addresses provided below:



	 	 	 
	Company:                                      
                    

	 	Customer:                                      
                    
	Aquila, Inc.

	 	Company: Central Iowa Energy, LLC
	d/b/a Aquila Networks

	 	Attention: Derek Winkel
	Attention: Matt O’Reilly

	 	Address: 3426 E 28th St. N
	PO Box 68, 1414 W. Broadway

	 	Newton, IA 50208
	Council Bluffs, IA 51501

	 	Telephone: 641-791-1010
	 

	 	Fax: 641-791-1192
	Telephone: (712) 325-3001
	 	 
	OR
	 	 
	Aquila Gas Supply Services
	 	 
	1815 Capital Ave.
	 	 
	Omaha, NE 68102
	 	 
	Telephone: (800) 454-8652
	 	 






17. Customer Elections




Election of Interruptible and Firm Units

Daily Interruptible Units MMBtu

Daily Firm Units: 0 (Zero) MMBtu




Election of Optional Services

Aggregation Service                     


 


 









 







The parties have executed this Agreement effective the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Aquila, Inc., d/b/a
Aquila Networks	 	 	 	Central Iowa
Energy	 	 
	 	 	 	 	(Print customer name)	 	 
	 
	By: 

Name:

	 	/s/ Matthew G. O’Reilly
 

Matthew G. O’Reilly
	 	 	 	By

Name:
	 	/s/ Derek Winkel
 

Derek Winkel
	 	 
	Title:

	 	Customers Relations Mgr.
	 	 	 	Title:
	 	General Manager	 	 
	Date:

	 	8/27/07
	 	 	 	Date:
	 	8/29/07	 	 





 


 









 








EXHIBIT A



Control Group:    
               
               
               
               
               
              
              
              




     
  
  
  
  
(name of entity with common ownership of multiple premises)




	 	 	 	 	 	 	 
	Account No.

	 	Customer Name
	 	Premise Address
	 	Peak Usage
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	1455836477

	 	Central Iowa Energy
	 	3426 E. 28th St. N., Newton, IA
	 	450 Mcf/d







 


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