HomeMy WebLinkAbout2023-02-06 J01E_06 Water Service Territory Transfer AgrAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: February 6, 2023
AGENDA ITEM:Consideration of approval of a resolution approving Water Service Territory
Transfer Agreement with Xenia Rural Water District
FORMAT:Resolution
SYNOPSIS INCLUDING PRO & CON: The City desires to provide public water supply services to
areas recently annexed into the corporate boundaries of Waukee. These areas include the Apple
property (2017 annexation) and more recently (2020-2021 annexation) several properties along the
west side of N Warrior Lane. The existing 2 Mile Agreement between the City and Xenia allows for
Waukee to service areas annexed into the City with a buy out clause. There are methods outlined in
the 2 Mile Agreement to determine the monetary value of the service territory transfer and for these
two areas this amount has been determined to be $92,443.00.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: The City will pay Xenia
$92,443.00 as determined by the methodology in the 2 Mile Agreement.
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT:
RECOMMENDATION: Approve the resolution.
ATTACHMENTS: I. Resolution
II. Water Service Territory Transfer Agreement
PREPARED BY: Rudy Koester
REVIEWED BY: Rudy Koester RK
PUBLIC NOTICE INFORMATION –
NAME OF PUBLICATION:
DATE OF PUBLICATION:
J1E6
THE CITY OF WAUKEE, IOWA
RESOLUTION 2023-
APPROVING WATER SERVICE TERRITORY TRANSFER AGREEMENT
WITH XENIA RURAL WATER DISTRICT
IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA
WHEREAS, the City of Waukee, Iowa is a duly organized municipality within Dallas
County; AND,
WHEREAS, Xenia has the exclusive right to provide public water supply services to the
territory identified as the Purchase Area on Exhibits A and C of the attached agreement
(hereinafter “the Purchase Area”); AND,
WHEREAS, the City desires to provide public water supply services to the Purchase
Area and Xenia and the City have engage in good faith negotiations regarding
accommodating the City’s request and transitioning said public water supply services in
the Purchase Area from Xenia to the City; AND,
WHEREAS, the City and Xenia have reached agreements regarding the transition
process and desire to memorialize their agreements and understandings regarding such;
AND,
NOW THEREFORE BE IT RESOLVED by the City of Waukee City Council in
session this 6th day of February, 2023, that it hereby approves the Water Service Territory
____________________________
Courtney Clarke, Mayor
Attest:
___________________________________
Rebecca D. Schuett, City Clerk
RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN
Anna Bergman Pierce
R. Charles Bottenberg
Chris Crone
Larry R. Lyon
Ben Sinclair
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WATER SERVICE TERRITORY TRANSFER AGREEMENT
THIS AGREEMENT is entered into between Xenia Rural Water District (“Xenia”) and
the City of Waukee (the “City”) as of the __ day of ____________, 2023.
WHEREAS, Xenia has the exclusive right to provide public water supply services to the
territory identified Purchase Area on Exhibit A (hereinafter “the Purchase Area” which is attached
hereto and by this reference made a part hereof; and
WHEREAS, the City desires to provide public water supply services to the Purchase Area
and Xenia and the City have engaged in good faith negotiations regarding accommodating the
City’s request and transitioning said public water supply services in the Purchase Area from Xenia
to the City; and,
WHEREAS the parties have reached agreements regarding the transition process and desire
to memorialize their agreements and understandings regarding such; and
WHEREAS, this Agreement has no effect on any other agreements entered into between
the City and Xenia.
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein
and for other good and valuable consideration, the parties hereby agree as follows:
1.Definitions. As used in this Agreement, these terms shall have the following
meanings:
A)“Xenia” means Xenia Rural Water District, a rural water district
incorporated in and organized under Chapter 357A of the Iowa Code with its principal
offices currently located at 23998 141st Street, P.O. Box 39, Bouton, IA 50039.
B)“City” means the City of Waukee, Iowa, an Iowa municipal corporation
duly formed and existing pursuant to the laws of the State of Iowa, with its principal office
located at 230 W. Hickman Road, Waukee, Iowa 50263.
C)“Purchase Area” means area inside the dashed border on Exhibit A which
is attached hereto and incorporated herein by this reference.
D)“Purchase Area Assets” means [a] Xenia’s public water supply system
infrastructure physically located within the Purchase Area, including but not limited to all
Xenia mains, valves, hydrants, meters and appurtenances related thereto physically located
in the Purchase Area and [b] all Xenia property interests and easements in the Purchase
Area incidental and necessary to the operation of Xenia’s public water supply infrastructure
physically located within the Purchase Area and including expressly all Xenia property
interests and easements in which said infrastructure is installed or placed and [c] all of
Xenia’s present and future customers within the Purchase Area and [d] all of Xenia’s right,
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title and interest to exclusively provide public water supply services in and to the Purchase
Area and [e] all other rights, titles and interests of Xenia in and to the Purchase Area except
as expressly permitted to Xenia by the City pursuant to the terms hereof.
2. Statement of Intent. It is the intent of Xenia by the terms of this Agreement to,
on the Closing Date, absolutely and unequivocally transfer and convey to the City all of Xenia’s
right, title and interest in and to the Purchase Area Assets and it is Xenia’s intent by the terms of
this Agreement to, on the Closing Date, absolutely and unequivocally release and relinquish its
right to provide public water supply services to the Purchase Area such that from and after the
Closing Date Xenia shall have no interests therein whatsoever except as permitted to Xenia by the
City pursuant to the terms hereof. It is the intent of both parties [a] that the City shall be deemed
the exclusive and sole provider of public water supply services to the Purchase Area from and after
the Closing Date except as permitted to Xenia by the City pursuant to the terms hereof and [b] that
both shall cooperate to make the physical transfer and transition of the Purchase Area Assets from
Xenia to the City as seamlessly as reasonably possible respecting the interests of one another, the
customers and in accordance with the terms hereof.
3. Transfer of Purchase Area Assets. Xenia agrees to sell, convey, assign and
transfer to the City all of its right, title and interest in and to the Purchase Area Assets all in
accordance with the terms hereof and without any recourse to, or any representations by, Xenia
other than representation by Xenia that:
A) Xenia is the sole owner of the Purchase Area Assets; and
B) Xenia claims the exclusive right to provide water service in the Purchase
Area and has an absolute right to transfer and convey its right to provide public water
supply service within the Purchase Area; and
C) It has not conveyed, assigned, or transferred the Purchase Area Assets, or
its right to provide public water supply services to the Purchase Area, to any other person
or entity; and
D) If not in public right-of-way, Xenia’s public water supply system
infrastructure is physically located within the Purchase Area within easements granted to
Xenia for the purpose of constructing, maintaining and operating Xenia’s public water
supply system and Xenia will convey, assign and transfer its interest in said easements to
the City upon the Closing Date.
E) The Purchase Area Assets to be conveyed pursuant to the terms of this
Agreement will be conveyed to the City free and clear of any liens, mortgages, security
interests or encumbrances of any person or entity claiming by, through or under Xenia; and
F) Xenia’s public water supply system infrastructure physically located within
the Purchase Area constitutes all infrastructure owned and operated by Xenia within the
Purchase Area; and
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G) Xenia will cooperate with the City to give effect to the terms hereof, it being
understood by Xenia and the City that situations may arise which have not been expressly
provided for herein and which are necessary to give full force and effect to the terms and
intent of this Agreement, and each party agrees to act in good faith and in the public interest
to collaboratively resolve such situations.
4. City Representations and Assurances. City agrees to acquire from Xenia all of
Xenia’s right, title and interest in and to the Purchase Area Assets all in accordance with the terms
hereof and without any recourse to, or any representation by, the City other than representations
by the City that:
A) City agrees to become the owner of the Purchase Area Assets; and
B) City operates a public water supply system and agrees to provide public
water supply services to the Purchase Area with such pressures and at such capacities as are
necessary to meet the needs of all present and future customers of Xenia in the Purchase Area that
become customers of the City pursuant to the terms of this Agreement on the date they become
customers of the City; and
C) City agrees that until a Xenia customer in the Purchase Area is transitioned
to the City’s public water supply system (meaning that until a Xenia customer becomes a City
customer in accordance with the thirty (30) day notice provisions of section 9 hereof), Xenia is
permitted by the City to exclusively provide public water supply services to such customer and
receive all income generated thereby; provided also that Xenia shall remain responsible for the
operation, replacement, maintenance and repair of that part of its former public water supply
system in the Purchase Area needed to provide such public water supply services to such Xenia
customer until the Xenia customer becomes a City customer and Xenia may undertake such
without prior notice to the City; and provided further that the City shall permit and grant Xenia
full and complete access to such easements and / or right-of-way permits as are necessary for Xenia
to provide for such operation, replacement, maintenance and repair and otherwise provide such
public water supply services to said customers; and
D) City agrees that Xenia maintains the right to continue utilizing a water main
in an area that Waukee has taken over the responsibility to provide public water supply services to
if the water main is required to serve Xenia customers that Waukee has not yet taken over.
E) City will cooperate with Xenia to give effect to the terms hereof, it being
understood by the City and Xenia that situations may arise which have not been expressly provided
for herein and which are necessary to give full force and effect to the terms and intent of this
Agreement, and each party agrees to act in good faith and in the public interest to collaboratively
resolve such situations.
5. Pending Closing. Upon approval of Xenia and the City of this agreement, Xenia
shall deliver to the City copies of existing easements containing infrastructure included in the
Purchase Area. Xenia may add any additional customers in the Purchase Area, at Xenia’s sole
cost and expense, without the express written consent of the City, however, any additional
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customers added in the Purchase Area by Xenia shall be subject to the City’s election to serve such
customer in accordance with section 9 of this agreement at no additional cost to the City.
6. Closing Date. The Closing Date shall be a date agreed upon by the parties, but
in no event shall the Closing Date be any later than thirty (30) days from receipt by the City
of notification of the approval of this Agreement by USDA Rural Development.
7. Purchase Price and Compensation Due to Xenia. The City shall pay Xenia on
the Closing Date the sum of $81,047.00 as calculated in Exhibit B and $11,396 as calculated
in Exhibit C. This sum is the only sum that the City will owe Xenia under the terms of this
Agreement (except it is agreed that the City will separately pay for all costs and expenses incurred
in transitioning Xenia customers to being City customers and it is agreed that Xenia customers
will not be charged any connection fees for the connection of their existing service lines to City
water mains).
8. Deliveries by Xenia to City. At closing, Xenia shall deliver to the City a bill of
sale for the Purchase Area Assets including those identified in Exhibit D as “Transferrable Right
Away”, and a separate assignment and conveyance of easements or other related real property
interests containing infrastructure of the Purchase Area in recordable form. Some of the assets can
be transferred right away as all of the current customers served by these assets are within the
Purchase Area. Some of the assets can be transferred at a later date as some of the customers
served by these assets are just outside the Purchase Area. Assets included in the “Transferrable at
a Later Date” are assets that lie in streets where only one side of the street is within the Purchase
Area. Xenia will continue to have responsibility to operate and maintain these assets until the
other side of the street is included in a future purchase agreement. The two groups of assets were
used to calculate the compensation sum in section 7. Total original costs of the assets in the
“Transferrable Right Away” category are included in the purchase price as these assets lie entirely
within the Purchase Area. One-half of the total original costs of the assets in the “Transferrable at
a Later Date” category are included in the purchase price as these assets lie in a street where only
one side of the street is within the Purchase Area. The other half of the total original costs for
these assets will be included in future purchase prices when the other side of the street is included
in a future purchase area. The total cost for service lines is included in the purchase price as only
the services on the side of the street within the purchase area are included in the number of services.
The remaining assets are not transferrable in the foreseeable future as they are transmission
lines and provide water service well beyond the Purchase area. These assets were not included in
the calculation of the purchase price in section 7. If these assets become transferrable in the future,
an additional compensation sum will need to be calculated for the assets to be transferred at that
time, if the City, in its sole discretion, desires to acquire said transmission lines. The City has no
obligation to acquire or purchase said transmission lines.
In addition, effective on the Closing Date, Xenia shall:
A) Transfer to the City and otherwise relinquish all right, title, interest and
claims to provide public water supply services within the Purchase Area identified on
Exhibit A;
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B) Acknowledge and agree that the City will be entitled solely and exclusively
to provide public water supply services within the Purchase Area identified on Exhibit A
except as permitted to Xenia by the City pursuant to the terms hereof., and
C) Waive and release any and all rights, privileges and benefits possessed by
it in the Purchase Area and Purchase Area Assets including but not limited to those rights,
privileges and benefits under 7 USC 1926(b) or any other law or regulation regardless of
origin except as permitted to Xenia by the City in section 9 of this agreement.
9. Xenia and City Obligations After Closing. After the Closing Date, and without
City approval, Xenia shall maintain the ability to add new customers within the Purchase Area, at
its sole cost and expense, until the new Xenia customer becomes a City customer in accordance
with the procedure hereinafter provided for Xenia’s presently existing customers in the Purchase
Area. Xenia shall continue to provide public water supply services to its existing customers within
the Purchase Area until the City provides a thirty (30) day notice to Xenia of its intention to provide
public water supply services to said customers. Within fifteen (15) days of the City’s delivery of
said notice to Xenia of its intent to so serve, Xenia and the City shall jointly provide written notice
to such customers including the date that the City will commence serving such customers. The
City shall pay all costs and expenses incurred in disconnecting Xenia’s customers from Xenia’s
public water supply system and connecting them to the City’s public water supply system. After
the date specified by the City, Xenia shall not provide public water supply services to the affected
customers in the Purchase Area. The transition of existing Xenia customers to City water service
within the Purchase Area may occur in phases; however the City may elect to serve any existing
Xenia customer within the Purchase Area by providing notice to Xenia as provided in this
paragraph at any time, at no cost to the City. As the transfer of existing Xenia customers occurs
and a portion of the Purchase Area Assets is capped by the City to effectuate the transfer, any time
a cap is inserted and a dead end main is generated to enable Xenia to continue to serve its existing
customers in the Purchase Area, the City will pay the cost to install any flushing hydrants required
to flush newly created dead end mains.
During the period Xenia continues to serve its existing customer(s) within the Purchase
Area or otherwise connected to the Purchase Area Assets, Xenia shall be responsible for the repair
and maintenance of the Purchase Area Assets it utilizes to provide such service, at its sole cost and
expense. In the event Xenia intends to conduct any repair or maintenance to the Purchase Area
Assets it shall coordinate such work so as to not unreasonably interfere with City operations or
work at or near the area Xenia intends to conduct such activity. All such work undertaken by
Xenia shall be done in a good and workmanlike manner and in accordance with industry standards.
10. Default/Remedies. In the event of default, the parties shall be entitled to utilize
any and all remedies at law or in equity available to them (including specific performance or
injunctive relief) and the prevailing party in any such action shall be entitled to recover from the
non-prevailing party all attorney fees, court costs and all other expenses incurred by the prevailing
party in any such action or in otherwise enforcing the terms of this Agreement. The existence of
an adequate remedy at law or in money damages shall not be a defense to an action for specific
performance or injunction.
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11. No Waiver. Xenia retains all of its rights, privileges and benefits possessed and
not herein specifically relinquished by the terms and conditions of this Agreement, including, but
not limited to the rights, privileges and benefits under 7 U.S.C. § 1926(b).
12. General Provisions. This Agreement is binding on the successors and assigns of
each party. This instrument constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior statements, representations, promises and
agreements, oral or written. No addition to or change in the terms of this Agreement shall be
binding upon the parties unless it is expressed in a writing signed by the parties. All notices
required by this Agreement shall be in writing and sent by certified mail return receipt and shall
be deemed given as of the date of such mailing or will be delivered by personal service and shall
be deemed given as of the date of such service.
13. Approval of USDA. This Agreement is subject to the approval of the United States
Department of Agriculture and shall not be deemed effective until such approval has been
obtained. In the event the United States Department of Agriculture does not approve this
Agreement, then same shall be deemed void and of no force and effect.
In witness whereof, the parties, acting under authority of their respective governing bodies,
have caused this Agreement to be executed in three (3) counter parts, each of which shall be
deemed to be an original.
[Signature pages follow.]
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CITY OF WAUKEE, IOWA
By:_____________________________________
Courtney Clarke, Mayor
Attest:_____________________________________
Rebecca D. Schuett, City Clerk
STATE OF IOWA )
) SS.
COUNTY OF DALLAS )
On this _____ day of __________________, 2023 before me, the undersigned, a
Notary Public in and for the State of Iowa, personally appeared Courtney Clarke and Rebecca D.
Schuett, to me personally known, and who, being by me duly sworn, did say that they are the
Mayor and City Clerk, respectively, of the City of Waukee, Iowa; that the seal affixed to
the foregoing instrument is the official seal of said City, and that the instrument was signed and
sealed on behalf of the City, by authority of its City Council, and that Courtney Clarke and
Rebecca D. Schuett acknowledged the execution of the instrument to be their voluntary act and
deed and the voluntary act and deed of the City, by it and them voluntarily executed.
________________________________
Notary Public in and for the State of Iowa
My Commission expires __________
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XENIA RURAL WATER DISTRICT
By:______________________________________
Dan Lovett, its Chair
By:______________________________________
Peter Jensen, its Secretary
STATE OF IOWA )
) SS.
COUNTY OF ___________ )
On this ________ day of ___________________, 2023, before me the undersigned, a
Notary Public in and for the aforesaid State, personally appeared Dan Lovett and Peter Jensen, to
me personally known, and who, being by me duly sworn, did say that they are the Chair and the
Secretary of Xenia Rural Water District, that said instrument was signed on behalf of said rural
water district by authority of its Board of Directors; and, that Dan Lovett and Peter Jensen, as said
officers of such rural water district acknowledged the execution of the instrument to be their
voluntary act and deed and the voluntary act and deed of Xenia, by it and them voluntarily
executed.
________________________________
Notary Public in and for the State of Iowa
My Commission expires __________
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THIS AGREEMENT IS APPROVED on behalf of the United States of America
Department of Agriculture this ________ day of ________________, 2023.
UNITED STATES OF AMERICA
DEPARTMENT OF AGRICULTURE
_______________________________________
By: Kate Sand, Community Programs Director
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Assets that are entirely within the purchase area. Total cost of all assets included in the purchase price.
Size/Length/Original Original Purchase
Loation Asset Type Number Unit Cost Total Cost Price
T Avenue Water Main 2.5"8,170 1.63$ 13,317$ 13,317$
Casing 4"318 2.83$ 900$ 900$
Gate Valve 2.5"3 280$ 840$ 840$
Hydrant Flush 2 320$ 640$ 640$
Service Short 4 2,000$ 8,000$ 8,000$
Long 4 2,700$ 10,800$ 10,800$
Hickman Rd Water Main 3"1,710 2.26$ 3,865$ 3,865$
Gate Valve 3"1 300$ 300$ 300$
Hydrant Flush 1 320$ 320$ 320$
Service Short 1 2,000$ 2,000$ 2,000$
Subtotal 40,982$
Assets along streets with only one side in purchase area. One-half of total cost for assets is included in this
purchase price. Other half of asset costs will be included in future purchase prices when the other side of the
street is within a purchase area. The total original cost for service lines is included in the purchase price as
only the services on the side of the street within the purchase area are included in the number of services.
280th Street Water Main 2.5"2,158 1.63$ 3,518$ 1,758.77$
3"2,001 2.26$ 4,522$ 2,261.13$
Gate Valve 3"1 300$ 300$ 150.00$
Service Short 1 2,000$ 2,000$ 2,000$
Long 4 2,700$ 10,800$ 10,800$
Hickman Rd Water Main 4"3,874 2.83$ 10,963$ 5,481.71$
1.5"1,082 2.00$ 2,164$ 1,082.00$
Casing 4"954 2.83$ 2,700$ 1,349.91$
Gate Valve 4"1 350$ 350$ 175.00$
Hydrant Flush 6 320$ 1,920$ 960.00$
R Avenue Water Main 2.5"2,691 1.63$ 4,386$ 2,193.17$
Gate Valve 2.5"1 280$ 280$ 140.00$
Hydrant Flush 1 320$ 320$ 160.00$
Service Long 1 2,700$ 2,700$ 2,700$
300th Street Water Main 2.5"1,935 1.63$ 3,154$ 1,577.03$
3"1,412 2.26$ 3,191$ 1,595.56$
Gate Valve 3"1 300$ 300$ 150.00$
Hydrant Flush 1 320$ 320$ 160.00$
Service Short 2 2,000$ 4,000$ 4,000$
S Avenue Water Main 2.5"1,510 1.63$ 2,461$ 1,230.65$
Gate Valve 2.5"1 280$ 280$ 140.00$
Subtotal 40,065$
Grand Total 81,047$
Exhibit B - Assets Included in Purchase Price
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Exhibit C - Assets Included in Purchase Price
Assets located along Warrior Lane, outside of Exhibit A.
Total cost of all assets included in purchase price.
Size/ Length/ Original Purchase
Location Facility Type Number Unit Cost Price
V Avenue Water Main 3" 2,700 $ 1.88 $ 5,076
Road Crossing 3" 1 $ 600.00 $ 600
Services Long 1 $ 2,700 $ 2,700
Meter Pit 1 $ 2,400 $ 2,400
Hydrant 1 $ 320 $ 320
Valve 3" 1 $ 300 $ 300
Total $ 11,396
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Exhibit D - Purchase Area Water Mains
Water Mains Transferrable Right Away. Total original costs are included in the purchase price as these
mains lie entirely within the purchase area.
Water Mains Location
2.5" main Along T Avenue from Hwy 6 north to end of main
2.5" main Along T Avenue from Hwy 6 south to 300th Street
3" main Along Hwy 6 from S Avenue east to end of main
3” main Along Warrior Lane from Meredith Ave to end of main
Water Mains Transferrable At A Later Date. One-half of total original costs are included in the
purchase price as these mains lie in streets where only one side of the street is within the purchase area.
The other half of the original costs for these mains will be included in future purchase prices when the
other side of the street is included in a future purchase agreement.
Water Mains Location
2.5" & 3" main Along 280th Street from S Avenue east to end of main
4" & 1.5" main Along Hwy 6 from Richland Place west to end of main
2.5" main Along R Avenue from 300th Street north to end of main
3" & 2.5" main Along 300th Street from T Avenue east to end of main
2.5" main Along S Avenue from 300th Street south 1,510 feet to Purchase Area Border
Water Mains Not Transferrable In The Foreseeable Future. These water mains provide water service to
areas beyond the purchase area.
Water Mains Location
24", 20" & 16" main Along Hwy 6 from east to west in Purchase Area
16" main Along T Avenue from Hwy 6 north to Purchase Area Border
20" main Along T Avenue from Hwy 6 south to 300th Street
18", 16", 8" & 4"main Along 300th Street from T Avenue (to the north) to R Avenue
8" main Along Richland Place from Hwy 6 to 300th Street
8" main Along Hwy 6 from S Avenue to Richland Place
8" main Along S Avenue from Hwy 6 to 280th Street
12" main Along R Avenue from Hwy 6 to 300th Street