HomeMy WebLinkAbout2024-01-02 I07 CIWW_28E-28F Agreement Conditional Approval, Set Property Transfer PHAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: January 2, 2024
AGENDA ITEM:Consideration of approval of a resolution conditionally authorizing the
inclusion of the City of Waukee, Iowa, as a founding agency of Central
Iowa Water Works; conditionally approving the Central Iowa Water
Works 28E/28F agreement; and fixing date for public hearing on transfer
of interest in real property
FORMAT:Resolution
SYNOPSIS INCLUDING PRO & CON: Over a series of years, a study has been completed
relative to the future of providing drinking water within the Des Moines
Metro Area. Through those conversations, the Central Iowa Water
Works (CIWW) has been proposed which addresses both short term and
long-term solutions for providing water to Waukee and surrounding
communities. City staff has been involved in the process of these
discussions and feels that formalizing agreements to join Central Iowa
Water Works is in the long-term best interests of the City.
On November 20, 2023, the Waukee City Council approved a Resolution
of Interest to participate in CIWW (Resolution #2023-494). The next
step in the process is the conditional approval of a 28E/28F agreement
and setting a January 15, 2024, hearing date on the proposed transfer of
the Waukee Water Supply Facilities, including the Xenia Booster Station
at L.P. Moon, to CIWW.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS:
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT:
RECOMMENDATION: Approve the resolution.
ATTACHMENTS: I. Proposed Resolution
II. Notice of Public Hearing
III. CIWW 28E/28F Agreement
PREPARED BY:Brad Deets, Becky Schuett
REVIEWED BY:
I7
RESOLUTION 2024-
RESOLUTION CONDITIONALLY AUTHORIZING THE INCLUSION OF THE CITY
OF WAUKEE, IOWA AS A FOUNDING AGENCY OF CENTRAL IOWA WATER
WORKS; CONDITIONALLY APPROVING THE CENTRAL IOWA WATER WORKS
28E/28F AGREEMENT; AND FIXING DATE FOR PUBLIC HEARING ON TRANSFER
OF INTEREST IN REAL PROPERTY.
WHEREAS, the City of Waukee (“WAUKEE”) has a duty to provide the quantity and
quality of water needed by its customers within and without the City of Waukee;
WHEREAS, historically the Des Moines metropolitan regional area (the "Region") has
successfully joined together to provide water services to citizens and customers through shared
facilities under various agreements;
WHEREAS, the concept of regional governance and ownership of water supply facilities
has been studied for many years among the water utilities serving communities in the Region to
analyze and recommend a way to provide the needed quality and quantity of water to citizens
and customers in the Region both now and in the future;
WHEREAS, WAUKEE considers it desirable to establish a shared regional system of
drinking water supply production facilities under regional ownership and governance to meet all
of its existing and future needs for safe, reliable, abundant, and reasonably priced drinking water
to be distributed to its customers;
WHEREAS, certain water utilities, rural water districts and governmental entities have
developed a defined framework for the organization of a new regional water authority as a
separate public entity created under Chapter 28E and Chapter 28F, Iowa Code, to be known as
the "Central Iowa Water Works" ("CIWW") to act as a regional water wholesale production and
supply entity under the material terms and conditions as set forth in the form of the Central Iowa
Water Works 28E/28F Agreement, dated November 28, 2023 which is available for review at
https://bit.ly/CIWWExecution28E28F and a copy of which is on file at the offices of WAUKEE
located at 230 W. Hickman Road, Waukee, Iowa 50263 (the "CIWW Agreement");
WHEREAS, the City Council of WAUKEE believes it is in the best interest of its
customers and in fulfillment of its fiduciary duty to its customers for the provision of long-term
comprehensive water needs, to participate as a Founding Agency of CIWW, as defined in the
CIWW Agreement, subject to formal approval by all other anticipated Founding Agencies
named therein;
WHEREAS, the conditions of membership of WAUKEE in CIWW, include the transfer
of certain water production and supply assets to CIWW in accordance with, and pursuant to, the
terms of the CIWW Agreement (a list of the proposed assets to be transferred to CIWW is
attached hereto as Exhibit A) ( the “WAUKEE Water Supply Facilities”);
WHEREAS, the assets listed in Exhibit A include certain interests in real property, and
before WAUKEE can transfer an interest in real property, Iowa Code Section 364.7 requires a
public hearing; and
WHEREAS, WAUKEE anticipates issuing revenue obligations to be secured by the Net
Revenues of its Water System in connection with certain assets to be transferred to CIWW.
NOW, THEREFORE IT IS HEREBY RESOLVED, by the City Council of WAUKEE:
Section 1. That WAUKEE and the customers served by WAUKEE would benefit
from WAUKEE membership as a Founding Agency in CIWW, in accordance with the CIWW
Agreement, and it is advisable to enter into the CIWW Agreement. Entering into said
Agreement provides benefit to WAUKEE and its customers, including collaborative planning
and management of water resources, equitable sharing of system costs and risks, and system
resiliency.
Section 2. That the joinder by WAUKEE as a Founding Agency of CIWW, and the
CIWW Agreement in the form presented to the City Council is hereby approved, conditioned
upon:
(a)The formal approval by all other named parties in the CIWW Agreement; and
(b)A public hearing upon the proposed transfer of the WAUKEE Water Supply Facilities
described in Exhibit A, and the final determination of said transfer thereafter by the
City Council.
Section 3. The City Council of WAUKEE finds that the transfer of assets to CIWW
as contemplated in the CIWW Agreement:
(a)Secures the long-term ability of WAUKEE to provide cost-effective water services to
its customers; and
(b)Will not impact the revenues of the WAUKEE water utility, or the ability of the water
utility to generate sufficient revenues to meet all of its obligations for operations,
maintenance, principal, interest, reserves and coverages; and
(c)WAUKEE has outstanding obligations payable from the Net Revenue of the water
utility; and
(d)The resolutions(s) authorizing the issuance of outstanding obligations contain a
covenant limiting the transfer of assets, however, said covenant does not prevent the
disposal of property which in the judgment of the Council has become inexpedient or
unprofitable to use in connection with the utility system, or if it is to the advantage of
the utility system that other property of equal or higher value be substituted therefor;
and
(e) Under the terms of the CIWW Agreement, transfer of assets by WAUKEE to CIWW
under common ownership and operation on a cooperative basis for the mutual benefit
of all Founding Agencies secures added water capacity through CIWW and expedient
redundancy for WAUKEE as a water utility well into the future, which is more
advantageous and of equal or higher value to the WAUKEE’s water utility than
retaining said assets under its own ownership; and
(f)For the above reasons, it would be inexpedient for WAUKEE to retain and continue
using the assets, rather than making said transfer to CIWW; and
(g)The transfer of assets does not conflict with any of the requirements, terms,
covenants, conditions, or provision of any resolution authorizing the issuance of any
outstanding water revenue bonds, notes, pledge orders or other obligations payable
from the Net Revenues of the water utility.
Section 4. That the City Council shall, as a part of its regular meeting at 230 W.
Hickman Road, Waukee, Iowa 50263 at 5:30 P.M. on the 15th day of January, 2024, conduct a
public hearing on the proposed disposal of interest in real property included as a part of certain
water production assets, to be transferred to CIWW in accordance with the terms and provisions
of the CIWW Agreement. The City Clerk is directed to cause at least one publication to be made
of a notice of this meeting, in a legal newspaper, printed wholly in the English language,
published at least once weekly, and having general circulation in Waukee, Iowa. The publication
to be not less than four (4) nor more than twenty (20) days prior to the date of the hearing on the
proposed disposal. The Notice will be in substantially the form attached hereto as Exhibit B.
Section 5. To evidence the City Council’s conditional approval of the CIWW
Agreement, the City Clerk is hereby directed to prepare and execute a certified copy of this
Resolution with a true copy of the CIWW Agreement attached, and to file such certificate in the
permanent records of the City Council.
Section 6. Upon confirmation of the approval of the CIWW Agreement by all named
parties therein, and completion of the public hearing and final determination on the proposed
disposal of real property to CIWW, the Mayor and the City Clerk of WAUKEE are hereby
directed to execute the CIWW Agreement on behalf of WAUKEE in the form presented, subject
to any revisions needed to correct scrivener errors or to correct other manifest mistake as
determined by staff and legal counsel, and to complete any other actions necessary to effectuate
the purposes of creating CIWW. Participation as a Founding Agency shall be contingent upon
the execution, delivery, and filing of the CIWW Agreement with the Iowa Secretary of State
after its execution by all other Founding Agencies named therein.
Section 7. Pursuant to Iowa Code section 28F.3, WAUKEE hereby acknowledges,
consents to, and confirms the planned issuance of not to exceed $900,000,000 of water revenue
debt by CIWW in one or more series over multiple years, in accordance with the CIWW
Agreement.
PASSED AND APPROVED this 2nd day of January, 2024.
____________________________
Courtney Clarke, Mayor
Attest:
___________________________________
Rebecca D. Schuett, City Clerk
EXHIBIT A: Summary of Assets to Be Transferred
BPS Xenia Booster Station at LP Moon
*MTR = Meters; BPS = Booster/Pumping Station; SOS = Sources of Supply; STO
= Storage; TMT = Treatment Facilities; TRN= Transmission Network
Further detail is provided in the Notes to Schedule IV-7 to the CIWW Agreement,
which is available for review at https://bit.ly/CIWWExecution28E28F and a copy
of which is on file at the offices of WAUKEE located at 230 W. Hickman Road,
Waukee, Iowa 50263.
EXHIBIT B: Form of Notice of Hearing (Asset Transfer per 364.7)
NOTICE OF MEETING OF THE CITY COUNCIL OF THE CITY OF
WAUKEE, IOWA ON THE MATTER OF THE PROPOSITION FOR THE
DISPOSAL OF INTEREST IN REAL PROPERTY BY TRANSFERRING
PROPERTY TO CENTRAL IOWA WATER WORKS
PUBLIC NOTICE is hereby given that as a part of its regular meeting at 230 W. Hickman Road,
Waukee, Iowa at 5:30 P.M. on the 15th day of January, 2024, the City Council of the City of
Waukee, Iowa (“WAUKEE”) will conduct a public hearing on the proposed disposal of interests
in real property owned by WAUKEE by transfer of certain facilities, which include interests in
real property, to a new entity to be created under the provisions of Chapter 28E and 28F, Iowa
Code, and to be known as Central Iowa Water Works (“CIWW”) in accordance with and
pursuant to the terms of the proposed CIWW 28E/28F Agreement, which is available for review
at
https://bit.ly/CIWWExecution28E28F
and a copy of which is on file at the offices of WAUKEE located at 230 W. Hickman Road,
Waukee, Iowa 50263 (the "CIWW Agreement").
The facilities to be transferred to CIWW are set forth in detail in Schedule IV-7 of the CIWW
Agreement and include the following:
BPS Xenia Booster Station at LP Moon
*MTR = Meters; BPS = Booster/Pumping Station; SOS = Sources of Supply; STO
= Storage; TMT = Treatment Facilities; TRN= Transmission Network
The transfer shall occur in accordance with the terms established in the CIWW Agreement.
At the above meeting, the City Council shall receive oral or written objections from any member
of the public. After all objections have been received and considered, the City Council will at
this meeting, or an adjournment thereof, take action on the final determination of the disposal of
interests in real property to CIWW.
In accordance with Iowa Code Sections 21.4(1)(b) and 21.8, this meeting of the Waukee City
Council will be conducted with two different options for public participation: 1) Members of the
public wishing to attend in person may do so in the Council Chambers at Waukee City Hall. 2)
Members of the public wishing to participate electronically may do so via Zoom at the following
link or phone numbers:
https://zoom.us/j/352651371
Meeting ID: 352-651-371
Or by phone:
+1 646-558-8656 or
+1 312-626-6799 or
+1 301-715-8592
In-person meetings are subject to change under certain circumstances, including but not limited
to higher than average participation or changes in health guidelines. If the meeting shall be held
electronically only, notice shall be posted to the City website (Waukee.org) and City social
media. Questions regarding meeting format may also be directed to the City Clerk’s office at
515-978-7904.
All persons wishing to observe or participate in this meeting may do so via Zoom or telephone.
Please contact the City Clerk’s office at 978-7904 or bschuett@waukee.org if you have questions
or electronic accessibility issues.
This notice is given by order of the City Council as provided by Iowa Code 364.7, as amended.
Dated this 2nd day of January, 2024.
CITY OF WAUKEE, IOWA
/s/ Rebecca D. Schuett, City Clerk
CENTRAL IOWA WATER WORKS
28E/28F AGREEMENT
Execution Version Dated November 28, 2023
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TABLE OF CONTENTS
ARTICLE I. PURPOSES AND ESTABLISHMENT OF LEGAL ENTITY ......................... 9
Section 1. Purposes ...............................................................................................................9
Section 2. Founding Data ...................................................................................................10
Section 3. Creation of Entity and Name .............................................................................10
Section 4. Membership .......................................................................................................10
Section 5. CIWW Objectives .............................................................................................10
Section 6. Status as Separate Legal Entity .........................................................................11
Section 7. Governmental Status .........................................................................................11
Section 8. Limited Liability of Member Agencies .............................................................11
Section 9. Initial Capital Contributions ..............................................................................12
Section 10. Reimbursable Start-Up Expenses ......................................................................12
Section 11. No Seal ..............................................................................................................12
Section 12. Effective Date ....................................................................................................12
Section 13. Operational Commencement .............................................................................12
Section 14. Term and Period of Existence ...........................................................................12
Section 15. Manner of Financing .........................................................................................12
Section 16. Individual Ownership and Responsibility ..........................................................12
ARTICLE II. POWERS OF CIWW ...................................................................................... 13
Section 1. Powers Generally ..............................................................................................13
Section 2. Specific Enumeration of Powers .......................................................................13
ARTICLE III. LIMITATIONS OF SCOPE AND CIWW POWERS
AND OPERATIONS .............................................................................................................. 14
Section 1. Prohibited Activities ..........................................................................................14
Section 2. No Private Inurement ........................................................................................15
ARTICLE IV. CIWW EXCLUSIVE SUPPLY RIGHTS AND SERVICE
OBLIGATIONS AND TRANSFER OF EXISTING WATER SUPPLY FACILITIES ....... 15
Section 1. Exclusive Supply Rights ...................................................................................15
Section 2. Definitions of Water Supply Activity and Water Distribution Activity ...........15
Section 3. Definitions of Water Supply Facilities and Water Distribution Facilities ........16
Section 4. Transition Rule ..................................................................................................17
Section 5. Limitations on Founding Agency Water Supply Activities ..............................17
Section 6. CIWW Service Obligations ...............................................................................17
Section 7. Transfer and Operation of Existing Water Supply Facilities ............................18
3
Section 8. Ownership, Operation, and Maintenance of Designated Water
Supply Facilities prior to Operational Commencement Date ...........................18
Section 9. Repair, Replacement, Updating, Improvement, and Expansion .......................18
Section 10. Saylorville Water Treatment Plant Expansion ..................................................19
Section 11. DMWW Incomplete Facility Projects ...............................................................19
Section 12 Costs of Water Supply Facilities Also Used for Water Distribution
Activity, for Total Service Agreements or for Permitted Wholesale Service ...19
Section 13. Excess Usage of Capacity in Shared Facilities .................................................20
Section 14. Total Service Agreements .................................................................................20
Section 15. Wholesale Water Service Master Agreement ...................................................20
Section 16. Other Preexisting and Potential Future Wholesale Relationships .....................20
Section 17. Wheeling ...........................................................................................................21
Section 18. Member Agency Obligations ............................................................................21
Section 19. ASR Operations .................................................................................................21
ARTICLE V. WATER SUPPLY FACILITY OPERATING CONTRACTS AND
CAPACITY EXPANSION ..................................................................................................... 21
Section 1. Operating Contracts ...........................................................................................21
Section 2. Actual Cost Recovery ........................................................................................22
Section 3. Initial Capacity Allocations ...............................................................................22
Section 4. Saylorville Expansion Capacity Allocations .....................................................22
Section 5. New Member Agency Allocations ....................................................................22
Section 6. Capacity Expansions .........................................................................................24
Section 7. Costs of Member Agency-Funded Capacity Expansions ..................................24
Section 8. Member Agencies Transferring Capacity to Other Members ...........................25
Section 9 Funding of Joint Capital Projects ......................................................................25
ARTICLE VI. WHOLESALE RATES TO MEMBER AGENCIES ................................... 25
Section 1. Rates to Recover Costs ......................................................................................25
Section 2. Annual Determination of Revenue Requirement ..............................................26
Section 3. Volume and Max Day Demand of Member Agencies ......................................26
Section 4. Individual Rates .................................................................................................26
Section 5. Charges for Excess Consumption ......................................................................26
Section 6. Billing, Payment ................................................................................................26
Section 7. Netting of Payments Due Under This Agreement .............................................27
Section 8. Member Agency Financial Covenant ................................................................27
4
ARTICLE VII. LONG RANGE PLAN AND WATER QUALITY ...................................... 27
Section 1. Long Range Plan ...............................................................................................27
Section 2. Update to Plan ...................................................................................................27
Section 3. Member Agency Participation ...........................................................................27
Section 4. Implementation of CIWW Long Range Plan ....................................................28
Section 5. Source Water Quality Protection and Improvement .........................................28
ARTICLE VIII. GOVERNING BOARD ............................................................................... 28
Section 1. Governing Body ................................................................................................28
Section 2. Initial Composition of Board .............................................................................28
Section 3. Size of Board .....................................................................................................28
Section 4. Additional Trustees ...........................................................................................28
Section 5. Board Appointments and Terms ........................................................................29
Section 6. Board Alternates ................................................................................................29
Section 7. Removal .............................................................................................................29
Section 8. Effect of Withdrawal of Member Agency on Board .........................................29
Section 9. Quorum ..............................................................................................................30
Section 10. Voting ................................................................................................................30
Section 11. Weighted Voting by Board ................................................................................30
Section 12. Meetings of Board .............................................................................................32
Section 13. Bylaws ...............................................................................................................32
ARTICLE IX. OFFICERS OF BOARD ................................................................................. 33
Section 1. Number and Term .............................................................................................33
Section 2. Duties of Chair ..................................................................................................33
Section 3. Duties of Vice Chair ..........................................................................................33
Section 4. Duties of Secretary ............................................................................................33
Section 5. Election ..............................................................................................................33
Section 6. Vacancy .............................................................................................................34
ARTICLE X. COMMITTEES OF BOARD ........................................................................... 34
Section 1. Executive Committee ........................................................................................34
Section 2. Long Range Planning and Capital Improvements Committee ..........................35
Section 3. Finance & Audit Committee ............................................................................35
Section 4. Nominating Committee .....................................................................................36
Section 5. Technical Committee ........................................................................................36
Section 6. Other Committees ..............................................................................................37
5
ARTICLE XI. MEMBER AGENCY VOTE ......................................................................... 37
Section 1. Member Agency Votes ......................................................................................37
Section 2. Requirement for Member Agency Vote ............................................................37
Section 3. Vote by Written Ballot ......................................................................................38
Section 4. Vote Required for Member Action ...................................................................38
ARTICLE XII. ADMISSION OF NEW MEMBER AGENCIES.......................................... 38
Section 1. Admission of Additional Member Agencies .....................................................38
Section 2. Application for Membership .............................................................................38
Section 3. Conditions of Membership ................................................................................39
Section 4. Effecting Membership .......................................................................................39
Section 5. Effect of Joinder ................................................................................................39
ARTICLE XIII. TRANSFER OF ASSETS ............................................................................ 40
Section 1. Acquisition of Designated Water Supply Facilities ..........................................40
Section 2. Outstanding Obligations Secured by the Transferred Assets ............................40
Section 3. Reversionary Interests in Transferred Assets ....................................................40
Section 4. Funding of Consideration for Asset Transfer ....................................................41
ARTICLE XIV. CIWW STAFF, CONSULTANTS, AND
MANAGEMENT SUPPORT ................................................................................................. 41
Section 1. Staffing ..............................................................................................................41
Section 2. Initial Administrative Support Contract ............................................................41
Section 3. Third Party Financial Advisor ...........................................................................41
Section 4. Legal Counsel ....................................................................................................41
Section 5. Primary Engineering Consultant .......................................................................41
Section 6. Other Staff and Contracts ..................................................................................41
ARTICLE XV. BUDGET AND CAPITAL PLANS ............................................................. 42
Section 1. Fiscal Year .........................................................................................................42
Section 2. Budget and CIWW Capital Plan .......................................................................42
Section 3. Capital Call on Member Agencies ....................................................................43
Section 4. Return of Capital ...............................................................................................43
Section 5. Emergency Member Agency Assessments .......................................................43
Section 6. Annual Budget Certification by Member Agencies ..........................................44
ARTICLE XVI. FUNDS AND ACCOUNTS ........................................................................ 44
Section 1. Funds and Investments ......................................................................................44
Section 2. Annual Audit .....................................................................................................44
6
ARTICLE XVII. CIWW PROJECT FINANCING; ISSUANCE OF BONDS
AND REFUNDING BONDS ................................................................................................. 44
Section 1. Project Funding .................................................................................................44
Section 2. Obligations Authorized .....................................................................................44
Section 3. Member Agency Consent to Issuance ...............................................................45
Section 4. Not General Obligations ....................................................................................45
Section 5. Allocations of Debt Service ..............................................................................46
Section 6. Restriction on Withdrawal .................................................................................46
Section 7. Future Interpretation ..........................................................................................46
ARTICLE XVIII. ACQUISITION AND DISPOSITION OF PROPERTY .......................... 46
Section 1. Acquisition ........................................................................................................46
Section 2. Disposition .........................................................................................................47
ARTICLE XIX. WATER SHORTAGE PLAN...................................................................... 47
Section 1. Water Shortage Plan ..........................................................................................47
Section 2. Adoption of Rules and Ordinances ...................................................................47
ARTICLE XX. AMENDMENTS TO THIS AGREEMENT ................................................. 47
Section 1. Amendments ......................................................................................................47
Section 2. Board Modifiable Schedules .............................................................................47
Section 3. Limits on Amendments to Terms and Schedules ..............................................48
Section 4. Explanation of Amendment ...............................................................................49
Section 5. Filing and Effectiveness ....................................................................................49
ARTICLE XXI. BEST EFFORTS/LIMITATION OF LIABILITY/INDEMNITY .............. 50
Section 1. Disclaimers ........................................................................................................50
Section 2. Best Efforts ........................................................................................................50
Section 3. No Liability .......................................................................................................50
Section 4. Limitations of Liability .....................................................................................50
Section 5. Indemnification ..................................................................................................50
ARTICLE XXII. WITHDRAWAL OF MEMBER AGENCIES ........................................... 51
Section 1. Duration of Membership ...................................................................................51
Section 2. Voluntary Termination of Membership ............................................................51
Section 3. Restrictions and Limitations on Voluntary Withdrawal of Member Agencies .51
ARTICLE XXIII. DEFAULT AND REMEDIES ................................................................. 52
Section 1. Definition of Event of Default ...........................................................................52
Section 2. Member Agency Default and CIWW Remedy .................................................53
Section 3. CIWW Default and Member Remedy ...............................................................53
7
ARTICLE XXIV. EXTENSION AND TERMINATION OF AGREEMENT ...................... 54
Section 1. Extension of Term .............................................................................................54
Section 2. Termination Provisions .....................................................................................54
Section 3. Disposal of Assets upon Termination ...............................................................54
ARTICLE XXV. GENERAL ................................................................................................. 55
Section 1. Provisions to be Severable ................................................................................55
Section 2. Insurance ............................................................................................................55
Section 3. Notices ...............................................................................................................55
Section 4. Arbitration ..........................................................................................................56
Section 5. Specific Performance ........................................................................................57
Section 6. Actions in Court .................................................................................................57
Section 7. Duty to Mitigate ................................................................................................57
Section 8. No Third Party Benefit and Limitation .............................................................57
Section 9. Entire Agreement ...............................................................................................58
Section 10. Governing Law ..................................................................................................58
Section 11. Partnership Disclaimer ......................................................................................58
Section 12. Counterparts .......................................................................................................58
Section 13. Force Majeure ....................................................................................................58
Section 14. Service Territories .............................................................................................58
Section 15. Territory Disputes Among Members ................................................................58
ARTICLE XXVI. DEFINITIONS .......................................................................................... 59
Section 1. Definitions .........................................................................................................59
ARTICLE XXVII. EXECUTION OF AGREEMENT ........................................................... 62
Section 1. Passage of Resolution ........................................................................................62
Section 2. Signature Pages .................................................................................................62
SCHEDULES
SCHEDULE I-2 FOUNDING DATA ................................................................................... 75
SCHEDULE I-9 INITIAL CAPITAL CONTRIBUTIONS .................................................. 77
SCHEDULE I-10 REIMBURSABLE START-UP EXPENSES .......................................... 78
SCHEDULE IV-1 EXCEPTIONS TO EXCLUSIVE SUPPLY RIGHTS
AND SERVICE OBLIGATIONS .......................................................................................... 79
SCHEDULE IV-6 SERVICE OBLIGATION STANDARDS .............................................. 82
SCHEDULE IV-7 DESIGNATED WATER SUPPLY FACILITIES .................................. 83
SCHEDULE IV-9 CURRENTLY PLANNED DESIGNATED WATER
SUPPLY FACILITY JOINT CAPITAL PROJECTS FOR 2025-2026 ............................... 103
8
SCHEDULE IV-10 ESTIMATED SAYLORVILLE EXPANSION PROJECT
ALLOCATION AND ESTIMATED COSTS ...................................................................... 105
SCHEDULE IV-11 DMWW INCOMPLETE PROJECTS FOR DESIGNATED
WATER SUPPLY FACILITIES .......................................................................................... 106
SCHEDULE IV-12 GUIDING PRINCIPLES FOR FUNDING CAPITAL
PROJECTS AND ONGOING OPERATIONS AND MAINTENANCE
(O&M) COSTS ..................................................................................................................... 107
SCHEDULE IV-14 EXISTING AND POTENTIAL TOTAL
SERVICE AGREEMENTS .................................................................................................. 109
SCHEDULE IV-16 EXISTING AND POTENTIAL WHOLESALE
RELATIONSHIPS TO BE CONTINUED ........................................................................... 110
SCHEDULE IV-19 REGIONAL AQUIFER STORAGE AND RECOVERY
(ASR) RULES AND REQUIREMENTS ............................................................................. 111
SCHEDULE V-2 COSTS PAYABLE TO WATER PRODUCING
MEMBER AGENCIES ........................................................................................................ 113
SCHEDULE V-3 CAPACITY ALLOCATIONS ............................................................... 115
SCHEDULE V-5 CHARGES FOR FUTURE CAPACITY ALLOCATIONS .................. 116
SCHEDULE VI-2 MANDATORY RATE PRINCIPLES .................................................. 117
SCHEDULE VI-3 ASSUMPTIONS USED TO ESTIMATE VOLUME
OF UNMETERED WATER USED BY DMWW................................................................ 120
SCHEDULE VI-5 CHARGES FOR EXCESS CONSUMPTION ...................................... 121
SCHEDULE XII-3 EXCEPTIONS TO PREMIUM PROVISION FOR
NEW MEMBER AGENCIES .............................................................................................. 124
SCHEDULE XIII-1 ASSET TRANSFER TERMS ............................................................ 125
SCHEDULE XIV-2 INITIAL ADMINISTRATIVE SUPPORT SERVICES AND
COMPENSATION ............................................................................................................... 133
SCHEDULE XIV-3 THIRD PARTY FINANCIAL ADVISOR SCOPE ........................... 134
SCHEDULE XV-2 TIMELINE FOR CAPITAL PLANS AND BUDGET ....................... 135
SCHEDULE XVII INITIAL ANTICIPATED CAPITAL PROJECTS .............................. 137
SCHEDULE XIX-1 WATER SHORTAGE PLAN ............................................................ 139
SCHEDULE XXII-3 MANDATORY EXIT PAYMENTS FOR VOLUNTARY
TERMINATION OF AGREEMENT ................................................................................... 144
SCHEDULE XXV-14 LIST OF EXISTING SERVICE TERRITORY
AGREEMENTS BETWEEN MEMBERS AGENCIES ...................................................... 146
9
CENTRAL IOWA WATER WORKS
28E/28F AGREEMENT
WHEREAS, the Board of Water Works Trustees of the City of Des Moines, Iowa,
(“DMWW”), the Board of Water Works Trustees of the City of West Des Moines, Iowa,
(“WDMWW”), the Water Utility Board of Trustees of the City of Urbandale, Iowa (“UWU”), and
the municipal water utility systems of the Cities of Ankeny (“Ankeny”), Clive (“Clive”), Johnston
(“Johnston”), Grimes (“Grimes”), Norwalk (“Norwalk”), Polk City (“Polk City”), and Waukee
(“Waukee”), Iowa, each a municipal water utility organized and existing under the Iowa Code, and
the Warren Water District (“Warren”), a rural water district organized and existing under Chapter
357A, Iowa Code, and Xenia Rural Water District (“Xenia”), a rural water district organized and
existing under Chapter 357A, Iowa Code (collectively, the “Founding Agencies”) are each duly
established public agencies in the State of Iowa that own and operate public water supply systems
serving retail customers and others, and each consider it to be desirable, in their best interests, and
in the best interests of their respective entities and water consumers to establish a shared regional
system of drinking water production and supply facilities under regional governance to meet their
existing and future needs for safe, sufficient, reliable, and reasonably priced drinking water to be
delivered by them in turn to their respective customers; and
WHEREAS, the Founding Agencies desire to exercise and share their respective powers
pursuant to Chapter 28E and Chapter 28F, Iowa Code, to establish a new regional water authority
as a joint cooperative undertaking to be created as a separate public entity to be known as the
“Central Iowa Water Works” to act as a regional water wholesale production and supply provider
exclusively to the Member Agency utilities under the terms of this Agreement, with other
incidental wholesale service only to the extent permitted by this Agreement; and
WHEREAS, the Founding Agencies have agreed that from and after the Effective Date the
terms of this Agreement shall be given full effect and shall govern the matters set forth herein.
NOW, THEREFORE, the undersigned Founding Agencies agree as follows:
ARTICLE I. PURPOSES AND ESTABLISHMENT OF LEGAL ENTITY
Section 1. Purposes. The purposes of this Agreement are: (a) to establish a joint
cooperative undertaking by creating, establishing, and providing for the operation of, a separate
entity under Chapter 28E and Chapter 28F, Iowa Code, as a body corporate and political
subdivision of the State of Iowa, and an instrumentality of political subdivisions of the State of
Iowa, in accordance with IRS Revenue Ruling 57-128, 1957 C.B. 311; (b) to create and provide
for operation of a regional water wholesale production and supply entity that shall operate
exclusively on a cooperative basis for the mutual benefit of the Founding Agencies and other
agencies subsequently admitted to membership as provided by this Agreement, as their exclusive
water supply provider except as otherwise provided in this Agreement; (c) to otherwise achieve
the objectives set forth in Section 5 of this Article; (d) to delegate to such entity certain powers
and authorities of the Founding Agencies and other agencies subsequently admitted to membership
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as provided by this Agreement to the fullest extent allowed by law; and (e) to otherwise govern
and provide for the operation and governance of such entity.
Section 2. Founding Data. The terms of this Agreement are based on the historic
annual finished water demand (“Annual Demand”) and the historic maximum day utilization of
capacity (“Max Day Demand”) of the Founding Agencies as defined and set forth in Schedule I-2
attached. The parties agree that the Annual Demand and Max Day Demand information stated in
Schedule I-2 is true and correct for the calendar years 2018 through 2022, inclusive, for all
purposes of this Agreement. Schedule I-2 shall be augmented to include the Annual Dem and and
Max Day Demand data for the preceding five (5) calendar years for each new agency admitted to
membership after the Effective Date of this Agreement. Schedule I-2 shall be updated to include
data for each calendar year after 2022, subject to approval of the Board. In the event of a loss of
a significant customer, a Member Agency may, prior to the annual update of Schedule I-2, petition
the Board for an adjustment to the five-year average of Annual Demand and Max Day Demand
for purposes of fairly allocating costs in future budget years. The Technical Committee shall
review the petition and advise the Board before it takes action on the petition. If the Board approves
the petition, Schedule I-2 shall reflect the petitioner’s adjusted five-year average Annual Demand
and Max Day Demand as determined by the Board.
Section 3. Creation of Entity and Name. An entity is hereby established under Chapter
28E and 28F, Iowa Code. Its name shall be:
CENTRAL IOWA WATER WORKS
(referred to herein as “CIWW”).
Section 4. Membership. Each of the Founding Agencies shall be a member of CIWW
upon execution of this Agreement. Additional public agencies meeting the eligibility requirements
of this Agreement, and approved for admission to membership as provided herein, shall become
Member Agencies upon the effective date of their joinder in this Agreement. References herein to
“Member Agency” and “Member Agencies” shall mean the Founding Agencies, and any other
public agency subsequently admitted to membership as provided herein (“New Member Agency”).
Entities to which a Member Agency provides water service under a Total Service Agreement as
defined in Section 14 of Article IV or other wholesale agreement are not Member Agencies.
Section 5. CIWW Objectives. The objectives of CIWW shall be:
(a) To be a membership organization governed by, and operated for the mutual benefit
of, its Member Agencies;
(b) To manage the natural resource of water as a region to ensure drinking water
remains safe, in sufficient supply, and available to meet the needs of the people of
central Iowa served by the Member Agencies;
(c) To manage water costs to Member Agencies by providing value and stability
through economies of scale and regional public governance and management;
(d) To improve the governance of regional water production to include wider
representation within the region served by the Member Agencies;
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(e) To consolidate the authority for the planning and expansion of Water Supply
Facilities including construction of new Water Supply Facilities;
(f) To establish shared ownership of existing Water Supply Facilities of the Founding
Agencies;
(g) To provide for the ownership, operation, and maintenance of Water Supply
Facilities of the Member Agencies;
(h) To act as the exclusive wholesale supplier of water to the Member Agencies, except
as otherwise provided in this Agreement, and to establish rates for water production
consistent with its expenses and capital needs;
(i) To retain and not displace the structure and governance of all existing Member
Agency water utility boards, city water utilities and rural water districts in all
matters related to distribution of water to their residential, business, and other
customers; and
(j) To advance and promote regional and statewide water resource management as a
critical quality of life and economic development asset in the context of climate
change and source water quality and quantity challenges.
Section 6. Status as Separate Legal Entity. CIWW is organized exclusively under
Chapters 28E and 28F, Iowa Code, to permit joint exercises of any powers, privileges or authorities
exercised or capable of exercise by city utilities and other public agencies, including rural water
districts organized under Chapter 357A, Iowa Code, as Founding Members or Member Agencies
in the future, to maximize the mutual benefits and efficiencies of collaboration thereunder.
Pursuant to Sections 28E.4, 28E.5, and 28F.1, Iowa Code, CIWW shall be constituted as a separate
legal and administrative entity to be governed by the Board established under Article VIII, subject
to the Member voting requirements of Article XI. As so constituted, CIWW shall be a public body
corporate that is separate and distinct from its Member Agencies, but organized and operated for
their mutual benefit.
Section 7. Governmental Status. CIWW shall be a body corporate and a political
subdivision of the State of Iowa under Chapter 28E and Chapter 28F, Iowa Code, and an
instrumentality of political subdivisions of the State of Iowa as a joint cooperative undertaking for
the exclusive benefit of its Member Agencies. CIWW shall be a governmental body subject to
open meetings requirements under Chapter 21, Iowa Code, and a government body subject to open
records requirements under Chapter 22, Iowa Code, to the extent provided by law, as amended.
CIWW shall be operated to be exempt from federal and state income tax to the fullest extent
permitted by law.
Section 8. Limited Liability of Member Agencies. Except as otherwise provided by
Chapter 28F, Iowa Code, and by this Agreement, no Member Agency of CIWW shall be liable in
such capacity for any acts or omissions, debts, or other obligations of CIWW. No assets, revenues,
or taxing authority of any Member Agency may be reached, attached, or executed upon by any
creditor of, or claimant against, CIWW.
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Section 9. Initial Capital Contributions. The Founding Agencies shall make initial
start-up Capital Contributions to CIWW based on their proportionate shares of Annual Demand in
the amounts set forth in Schedule I-9 (“Initial Capital Contributions”). Such Initial Capital
Contributions shall be made in cash within sixty (60) days of the Effective Date. The Board shall
evaluate the sufficiency of CIWW’s initial capital after the Effective Date under the provisions of
Section 2 of Article XV, and if required upon such evaluation, the Board shall increase the Initial
Capital Contribution of each Member Agency, and cause Schedule I-9 to be revised accordingly
and specify the due date for payment of additional amounts. Capital Contributions shall earn no
interest or other investment return and shall be non-refundable, except as otherwise expressly
provided in this Agreement. Each New Member Agency shall make an initial capital contribution
in the amount as required by the Board.
Section 10. Reimbursable Start-Up Expenses. Certain start-up expenses incurred by
certain Founding Agencies for the benefit of CIWW prior to the Effective Date of this Agreement
shall be reimbursed by CIWW prior to the Operational Commencement Date. Schedule I-10
details the expenses eligible for reimbursement to Founding Agencies.
Section 11. No Seal. CIWW shall have no seal.
Section 12. Effective Date. This Agreement shall be effective, and the existence of
CIWW shall commence, after all of the Founding Agencies have authorized and executed this
Agreement, on the date of its filing with the Iowa Secretary of State as provided by Section 28E.8,
Iowa Code. The date the fully executed Agreement is filed shall be the “Effective Date.”
Section 13. Operational Commencement. CIWW shall commence operations as a
wholesale water supplier to Member Agencies on January 1, 2025, or on such later date approved
by the Board on which the transfer of all of the Designated Water Supply Facilities of the Founding
Agencies to CIWW hereunder is consummated (the “Operational Commencement Date”).
Section 14. Term and Period of Existence. The initial term of this Agreement, and the
initial period of existence of CIWW, shall be forty (40) years from the Effective Date. Early
termination and any extension of such term of existence shall be governed by Article XXIV.
Section 15. Manner of Financing. The manner of financing of the joint and cooperative
undertakings of the Member Agencies hereunder shall be Capital Contributions from, and funding
of certain capital projects by, Member Agencies as provided herein, wholesale water delivery and
other operating revenues, state, federal or other grant receipts, and issuance of bonds and
indebtedness under Chapter 28F, Iowa Code, as amended.
Section 16. Individual Ownership and Responsibility. Except as otherwise explicitly
provided herein, each party to this Agreement shall at all times hold and own its respective properties.
Each party shall be solely authorized to supervise, direct, and manage its own activities and the
activities of its respective employees and agents. Each party shall retain sole responsibility and
liability for its own acts and omissions hereunder and for the acts and omissions of its respective
employees and agents hereunder.
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ARTICLE II. POWERS OF CIWW
Section 1. Powers Generally. Except as expressly limited under this Agreement,
CIWW shall have and may exercise, under the direction of the Board constituted under Article
VIII, any and all powers necessary and proper to the accomplishment of the purposes provided
herein, to the fullest extent permitted under Chapter 28E and Chapter 28F, Iowa Code, as the same
may be amended and supplemented in the future, or under any other applicable law.
Section 2. Specific Enumeration of Powers. Without limiting the generality of the
powers conferred under Section 1 of this Article, the powers of CIWW include, but are not limited
to, the power to do all of the following within the limitations provided by this Agreement:
(a) To perform the functions of production, storage, delivery, sale, and re-sale of
wholesale water to, on behalf of, and as an essential governmental purpose of the
Member Agencies;
(b) To acquire drinking water for re-sale to its Member Agencies or to non-member
public water supply systems, as defined in Chapter 455B, Iowa Code, to the extent
permitted by this Agreement;
(c) To produce drinking water for sale to its Member Agencies and to non-member
public water supply systems as defined in Chapter 455B, Iowa Code, to the extent
permitted by this Agreement;
(d) To sell water on a wholesale basis to Member Agencies and to non-member public
water supply systems, and to provide for the terms of such service by rule or by
contract;
(e) To establish, adopt and enforce rules and regulations governing its operation and
provision of wholesale water service;
(f) To establish rates and charges for wholesale water service, and reasonable penalties
for any rates or charges that are delinquent. Rates and charges shall be non-
discriminatory and imposed in accordance with Schedule VI-2 herein;
(g) To plan for, acquire, construct and secure such Water Supply Facilities as it deems
necessary or proper;
(h) To operate and secure CIWW Water Supply Facilities for the benefit of Member
Agencies;
(i) To contract for, or provide and maintain, security to preserve and protect the CIWW
Water Supply Facilities and properties owned or operated by CIWW, as the Board
deems necessary to preserve and protect the peace, health, safety, and welfare of
the public and the public water supply;
(j) To contract with any public or private entity to acquire supplies of water for re-sale
or to acquire Water Supply Facilities, and any other services as it may require;
(k) To take any actions necessary or appropriate to secure or improve the quality and
available quantity of source waters required for the provision of safe drinking water
to its Member Agencies and otherwise to advance and promote regional and state-
wide water resource management;
(l) To do all things necessary and proper to operate as a regional water wholesale
supplier;
(m) To rent, lease, or purchase, or otherwise acquire any tangible personal property,
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real estate or services reasonably necessary to fulfill the purposes of this
Agreement;
(n) To approve its own budget, including approval and payment of its costs of operation
and maintenance;
(o) To make provision for its capital needs and requirements;
(p) To contract for services or employ such staff as it deems necessary, or both;
(q) To establish a system of accounting and budgeting, and a system for receiving and
disbursing payments;
(r) To insure its properties and its risks against loss;
(s) To retain legal counsel, accountants, professional engineers, and other professional
advisers needed in order to fulfill the purposes of this Agreement;
(t) To establish Bylaws as provided by Section 13 of Article VIII;
(u) To sue or be sued;
(v) To enter into agreements, contracts or other arrangements for the financing of its
operational and capital requirements, and joint projects hereunder, including the
issuance of bonds or other debt;
(w) To merge or consolidate with another entity;
(x) To sell or dispose of any or all of its assets;
(y) To apply for grants or other funding from state government, federal government, or
non-governmental entities;
(z) To exercise the powers generally possessed and exercised by Member Agencies
under Iowa law, including necessary police powers, the power of eminent domain,
and special assessment authority, to the fullest extent permitted by Iowa law, except
to the extent expressly inconsistent with this Agreement; and
(aa) To exercise any of the powers of Member Agencies delegated to CIWW to the
maximum extent permitted under Chapter 28E, Iowa Code, and all powers granted
to entities under Chapter 28F, Iowa Code.
ARTICLE III. LIMITATIONS OF SCOPE AND CIWW POWERS AND OPERATIONS
Section 1. Prohibited Activities. Notwithstanding the provisions of Article II, CIWW
shall not have the power under this Agreement to do any of the following:
(a) Sell or distribute water to any entity that is not a public water supply system, as
defined in Chapter 455B, Iowa Code, or otherwise engage in distribution of water
at retail to any customers;
(b) Directly furnish water to customers within the individual distribution systems of
Member Agencies;
(c) Have any power over the rates charged by Member Agencies;
(d) Provide free water to any private or public agency;
(e) Provide any preference in service to any Member Agency or discriminate in service
against any Member Agency;
(f) Establish any rates or rate methods that unreasonably favor or discriminate against
any Member Agency;
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(g) Restrict any Member Agency from serving any specific retail customer within the
terms of this Agreement;
(h) Enter into any other business other than provision of water to Member Agencies;
(i) Enter into any Total Service Agreements as defined by Section 14 of Article IV; or
(j) Pledge the assets or revenue of CIWW to any person or entity, or to serve as a surety
for any Member Agency, except as expressly provided in Article XVII related to
the issuance of bonds.
Section 2. No Private Inurement. No part of the net earnings of CIWW shall inure to
the benefit of, or be distributable to any private person or private agency, except CIWW is
authorized and empowered to pay reasonable compensation or consideration for goods, services,
materials, or properties that it obtains.
ARTICLE IV. CIWW EXCLUSIVE SUPPLY RIGHTS AND SERVICE OBLIGATIONS
AND TRANSFER OF EXISTING WATER SUPPLY FACILITIES
Section 1. Exclusive Supply Rights. Except as set forth in Schedule IV-1, each of the
Founding Agencies hereby grants to CIWW the exclusive right to supply all finished drinking
water required by their respective water utilities, on a wholesale basis on terms as provided herein,
to be effective as of the Operational Commencement Date. Each new Member Agency shall grant
the same rights to CIWW as a condition of its membership.
Section 2. Definitions of Water Supply Activity and Water Distribution Activity.
(a) As used in this Agreement, “Water Supply Activity” shall mean and include:
(i) Acquisition and withdrawal of surface water or groundwater as a raw source
of water for treatment and re-sale;
(ii) Storage of raw source water;
(iii) Treatment of raw source water to produce finished drinking water;
(iv) Storage of treated water for later delivery on a wholesale basis to a public
water supply system;
(v) Transmission, pumping, and supply of finished water on a wholesale basis
to a Member Agency or other public water supply system; and
(vi) Other activities necessary and appropriate for CIWW to meet its water
supply obligations to Member Agencies under this Agreement.
(b) As used in this Agreement, “Water Distribution Activity” shall mean and include:
(i) Acquisition of finished water from CIWW or from others as permitted under
this Agreement;
(ii) Distribution, distribution storage, delivery, and metering of finished water
to the customers of a Member Agency; and
(iii) All activities, other than a Water Supply Activity, required to conduct
business as a public water supply utility.
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(c) Water Supply Activity shall not include Water Distribution Activity and Water
Distribution Activity shall not include Water Supply Activity. The Board shall refer
any uncertainty or dispute regarding the scope of Water Supply Activity and Water
Distribution Activity to the Technical Committee for review and recommendation
to the Board regarding proper classification. The Board shall make a final decision
regarding whether an activity is a Water Supply Activity or Water Distribution
Activity after receipt of the Technical Committee’s recommendation.
Section 3. Definitions of Water Supply Facilities and Water Distribution Facilities.
(a) As used in this Agreement, “Water Supply Facilities” shall mean the assets and
facilities used to conduct Water Supply Activity, including assets transferred to
CIWW on the Operational Commencement Date or subsequently created or
acquired by CIWW. This definition includes source water systems, water treatment
plants, aquifer storage and recovery (“ASR”) systems or other storage facilities
used for Water Supply Activity, and the transmission pumps, mains, and systems,
including easements, required to conduct Water Supply Activity on an efficient
basis. Water Supply Facilities include facilities used for Water Supply Activity
even if also used, in part, for certain Water Distribution Activity. Except as any
Founding Agency and CIWW may otherwise agree as to any specific property or
facility, Water Supply Facilities shall not include the existing office buildings
and/or distribution buildings, or assets not related to CIWW Water Supply
Activities of the Founding Agencies or any existing grounds or facilities made
available to the public for park or other recreational use.
(b) As used in this Agreement, “Water Distribution Facilities” shall mean the assets
and facilities used to conduct Water Distribution Activity by a Member Agency,
either individually or on a shared basis, including water feeder and distribution
mains, water towers, or ASR systems not used for Water Supply Activity, and other
storage of finished water by a Member within its system of distribution, as required
to conduct Water Distribution Activity on an efficient basis.
(c) Water Supply Facilities shall not include Water Distribution Facilities and Water
Distribution Facilities shall not include Water Supply Facilities.
(d) The differentiation and line of demarcation between Water Supply Facilities and
Water Distribution Facilities shall be based on the principles that facilities that
primarily provide a system-wide water supply benefit shall be deemed Water
Supply Facilities, while facilities, whether or not shared, that primarily provide
benefit to individual Member Agencies shall be deemed Water Distribution
Facilities. Any uncertainty or dispute regarding the scope of Water Supply
Facilities and Water Distribution Facilities shall be referred by the Board to the
Technical Committee for review and recommendation. The Board shall make a
final decision regarding whether a facility is a Water Supply Facility or Water
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Distribution Facility only after receipt of the Technical Committee’s
recommendation.
Section 4. Transition Rule. All assets transferred to CIWW in accordance with
Schedule IV-7 of this Agreement shall be Water Supply Facilities without regard to anything
contained in this Agreement to the contrary. All facilities constructed after the Operational
Commencement Date shall be treated as Water Supply Facilities or Water Distribution Facilities
by the application of definitions in this Agreement. All Water Supply Facilities transferred shall
be transferred subject to pre-existing cost sharing arrangements, which arrangements shall be
assigned to, and assumed by, CIWW.
Section 5. Limitations on Founding Agency Water Supply Activities.
(a) Beginning on the Operational Commencement Date, the Founding Agencies shall
not:
(i) Engage in Water Supply Activity, except as a supplier to CIWW or as
permitted under Sections 1, 14, 15, and 16 of this Article;
(ii) Except as allowed by Schedule IV-1, contract for drinking water supplies
from any party other than CIWW;
(iii) Acquire or expand assets providing for Water Supply Activity that infringe
on CIWW’s exclusive right to serve as described in this Article, except to
the extent approved in advance by the Board; or
(iv) Apply for new water allocation permits from the State of Iowa, or in any
way alter the flows or water quality of surface or groundwater supplies,
allocated to CIWW or to CIWW’s contract suppliers, unless agreed to by
CIWW.
(b) Notwithstanding Section 5(a) of Article IV, each of the Founding Agencies has the
right to conduct Water Distribution Activity, and to supply water as permitted under
Sections 14, 15, and 16 of this Article, but construction or operation of ASR
facilities as a part of a Water Distribution Activity shall be subject to Section 19 of
this Article.
(c) Each New Member Agency shall agree to the foregoing limitations and reservations
as a condition of its membership.
Section 6. CIWW Service Obligations. Effective as of the Operational
Commencement Date, CIWW shall supply the drinking water required by Member Agencies,
except as otherwise provided in Schedule IV-1, on a non-discriminatory basis, within the limits of
its capacity, at existing connection points, with future connections approved by the Board in
accordance with the service obligations standards as set forth in Schedule IV-6. CIWW shall take
reasonable steps required to maintain and expand its capacity to meet the projected finished water
needs of the Member Agencies in accordance with the CIWW Long Range Plan, and to assure that
drinking water delivered by CIWW shall meet all applicable state and federal water quality
regulations.
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It shall be the responsibility of CIWW to manage the interaction, for CIWW’s use, between various
water qualities of the Water Producing Member Agencies, and to bear the expense thereof.
Section 7. Transfer and Operation of Existing Water Supply Facilities. DMWW,
WDMWW, Grimes, and Polk City, shall transfer their existing Water Supply Facilities and related
rights to CIWW on the terms provided by this Agreement to be effective on the Operational
Commencement Date. UWU, Xenia, and Waukee will also transfer certain assets related to Water
Supply Activity. The specific facilities and assets to be transferred are set forth in Schedule IV-7
(the “Designated Water Supply Facilities”), together with certain terms of transfer. Each Member
Agency transferring a Designated Water Supply Facility, except UWU, Xenia, and Waukee is a
“Water Producing Member Agency,” or collectively the “Water Producing Member Agencies.”
From and after the Operational Commencement Date, Water Producing Member Agencies shall
continue to operate their respective Designated Water Supply Facilities exclusively for the benefit
of CIWW under operating contracts with CIWW as provided in Article V, Section 1, and shall
exclusively dedicate their use of waters of the State of Iowa, under permits from the Iowa
Department of Natural Resources, to CIWW until such time as such permits are issued to or
transferred to CIWW.
Each of the Water Producing Member Agencies shall transfer the ownership interests in
Designated Water Supply Facilities as set forth in Schedule IV-7 to CIWW on the Operational
Commencement Date on the terms provided in Article XIII of this Agreement, subject to the prior
execution of an Operating Contract with CIWW under Article V, Section 1. CIWW shall acquire
ownership as provided in Article XIII. CIWW Water Supply Facilities shall be permitted in
accordance with applicable law.
UWU, Xenia, and Waukee shall each transfer the ownership interests in certain Designated Water
Supply Facilities as set forth in Schedule IV-7 to CIWW on the Operational Commencement Date
on the terms provided in Article XIII of this Agreement.
Section 8. Ownership, Operation, and Maintenance of Designated Water Supply
Facilities prior to Operational Commencement Date. Each of the Water Producing Member
Agencies, UWU, Xenia, and Waukee shall continue to own and operate its respective Designated
Water Supply Facilities, until such time as the transfer of such assets to CIWW is consummated
hereunder. Until the Operational Commencement Date, each Water Producing Member Agency
shall have the right and the obligation at its own expense, except as otherwise provided in this
Agreement, to undertake such repair, replacement and improvement of its Designated Water
Supply Facilities as it determines are reasonably needed to maintain its Designated Water Supply
Facilities in good sound operational condition and to maintain their full operational capacity.
Section 9. Repair, Replacement, Updating, Improvement, and Expansion. Except for
the Saylorville Expansion Project, which shall be governed by Section 10 of this Article, from
and after the Operational Commencement Date, the cost of repair, replacement, updating, and
improvement of Designated Water Supply Facilities shall be paid by CIWW as provided in
Section 2 and Section 9 of Article V. The currently planned facility projects listed in Schedule
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IV-9 shall be constructed by the Founding Agencies as listed without further Board approval and
the costs thereof shall be paid by CIWW.
Each of the Water Producing Member Agencies shall expand the capacity of their Designated
Water Supply Facilities to the extent directed by the Board, provided that CIWW makes provision
to pay for the full cost of such Capacity Expansions. Water Producing Member Agencies shall
not otherwise expand the capacity of the respective Designated Water Supply Facilities without
the consent of the Board.
Section 10. Saylorville Water Treatment Plant Expansion. DMWW shall plan, design
and commence construction of a 10 MGD expansion of the Saylorville Water Treatment Plant (the
“Saylorville Expansion Project”) to be included within its Designated Water Supply Facilities. To
the extent DMWW incurs indebtedness for the Saylorville Expansion Project, CIWW shall assume
said outstanding debt incurred by DMWW and reimburse DMWW for the full actual costs thereof,
including debt service paid by DMWW to the date of the transfer of the Saylorville Expansion
Project to CIWW. Thereafter, the parties agree that debt service on said assumed debt shall be
paid by certain of the Founding Agencies in the shares set forth in Schedule IV-10. The new
capacity created by the Saylorville Expansion Project shall be allocated among the Founding
Member Agencies as set forth in Section 4 of Article V.
Section 11. DMWW Incomplete Facility Projects. To the extent DMWW has, within
five (5) years prior to the Operational Commencement Date, budgeted for repair, replacement, and
improvement facility projects and has fully recovered the budgeted cost of such projects in prior
years’ rates and water revenue, but such projects remain incomplete as of the Operational
Commencement Date, DMWW shall pay the unexpended budgeted amounts, or if only partially
collected in prior years’ rates and water revenue, the partially collected unexpended amounts of
these projects, in cash to CIWW. Such cash payment shall be included in the book value of assets
transferred by DMWW to CIWW in Schedule XIII-1. An estimate of such projects and their
budgeted costs is set forth in Schedule IV-11. Schedule IV-11 shall be updated as of the
Operational Commencement Date.
Section 12 Costs of Water Supply Facilities Also Used for Water Distribution Activity,
for Total Service Agreements or for Permitted Wholesale Service. To the extent CIWW Water
Supply Facilities are used in part to support Water Distribution Activity by a Member Agency or
used in part to support a Member Agency’s provision of service under Total Service Agreements
or wholesale agreements permitted under Sections 15 or 16 of this Article, all of the costs of such
Water Supply Facilities shall be allocated and shared, notwithstanding any other provision of this
Agreement, as follows: (i) in accordance with the existing agreements assumed by CIWW in
connection with Asset Transfers as set forth in Schedule IV-7 to the extent applicable; or (ii)
otherwise in accordance with the guiding principles set forth in Schedule IV-12. It is intended that
the existing agreements assumed by CIWW as provided in this Section shall be applied and
administered in accordance with existing practice. In addition, each agreement shall be reviewed
by the Technical Committee and such agreements may be renegotiated among the parties to this
Agreement in good faith to conform with the guiding principles over a period of transition not to
exceed five (5) years.
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Section 13. Excess Usage of Capacity in Shared Facilities. Each Member Agency shall
take reasonable steps to avoid use of capacity in shared transmission mains and pumping stations
that exceeds its agreed or allocated share of such capacity and shall comply with recommendations
and decisions of the Technical Committee to remediate excess usage and resulting detriment to
other Member Agencies. If a Member Agency fails to comply with remediation recommendations
and decisions of the Technical Committee, the CIWW Board may proceed with construction of
additional capacity. The Member Agency exceeding its capacity shall reimburse CIWW for the
full cost and expenses of the additional capacity provided to the Member Agency.
Section 14. Total Service Agreements. As used in this Agreement "Total Service
Agreement" means an agreement, now existing or hereafter arising, between a Member Agency
and another retail public water supply entity whereby the Member Agency serves the consumers
of the other retail entity on a direct basis that includes distribution to a consumer’s connection
point, operation and maintenance of the distribution system, and billing and collection of rates and
charges, and in the case of existing Total Service Agreements, supplying water. Total Service
Agreements existing as of the Effective Date and potential future Total Service Agreements
reserved by Member Agencies are listed in Schedule IV-14 hereto. Each Member Agency retains
the right to provide water service under existing Total Service Agreements, and the consumers
served under such agreements shall, for all purposes of this Agreement, be considered retail
customers of the Member Agency providing such total service. However, except for potential
future Total Service Agreements reserved by Member Agencies as outlined in Schedule IV-14, for
new Total Service Agreements established after the Effective Date, CIWW shall be the wholesale
supplier to the counterparty under the new Total Service Agreement unless such customer cannot
be directly served by CIWW due to lack of geographic proximity, available transmission facilities,
or other good reason as determined by the Board.
Section 15. Wholesale Water Service Master Agreement. The existing Wholesale
Water Service Master Agreement among DMWW, other Founding Agencies, and others dated
June 10, 2005, which made provision for “purchased capacity” (the “Purchased Capacity Master
Agreement”) shall be deemed terminated as among the Founding Agencies as of the Operational
Commencement Date. The Purchased Capacity Master Agreement shall otherwise remain in full
force and effect as to other purchasing parties that are not Member Agencies, and DMWW shall
retain the right to set rates and provide service under the Purchased Capacity Master Agreement
for parties that are not Member Agencies of CIWW. DMWW shall limit its supply of water under
the Purchased Capacity Master Agreement to the capacity legally required to be provided under
such agreement and shall not extend the Purchased Capacity Master Agreement beyond its current
expiration date in 2045.
Section 16. Other Preexisting and Potential Future Wholesale Relationships. Member
Agencies may continue to supply their pre-existing wholesale customers listed in Schedule IV-16
for the full term of any existing agreement, including any contract renewal periods, and until such
agreement expires or is terminated. The retail customers served through pre-existing wholesale
customers shall, for all purposes of this Agreement, be considered retail customers of the Member
Agency. Potential future wholesale relationships reserved by Member Agencies are also included
in Schedule IV-16.
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Section 17. Wheeling. CIWW may request consent from a Member Agency to wheel
water through the Member Agency’s water distribution mains to serve other existing or potential
Member Agencies. Such consent shall not be unreasonably withheld unless the Member Agency
demonstrates that service to its current or reasonably expected future retail customers within the
next five (5) years would be adversely affected. Wheeling arrangements shall be at mutually
agreeable reasonable capacities and terms as outlined and executed in a separate wheeling
agreement between CIWW, the Member Agency requesting wheeling service, and the Member
Agency giving consent. Such terms shall provide that the Member Agency giving consent for
wheeling shall recover from the Member Agency obtaining wheeling service the full annual capital
costs, computed under a utility-basis approach that considers both depreciation expense and a rate
of return on net book value, of the proportionate distribution main capacity so diverted to serve
others, plus the full applicable operating costs thereof, including but not limited to pumping and
chlorination costs. If, subsequent to such consent, wheeling adversely affects the granting Member
Agency’s service to its then existing retail customers or reasonably expected future retail
customers within the next five (5) years, the Member Agency giving consent may give notice to
the parties to terminate the wheeling arrangement. After receipt of such notice the Member Agency
requiring connection shall be responsible for the costs of removing the wheeling connection and
constructing new connection facilities to replace the wheeling connection within a reasonable time
after such notice that allows for planning, funding, and construction of the new connection
facilities. The wheeling arrangement shall terminate upon the completion of the new connection
facilities.
Section 18. Member Agency Obligations. Except as otherwise provided herein, each
Member Agency shall be solely responsible for its own assets and operations related to Water
Distribution Activity and shall solely bear all costs thereof. Each Member Agency agrees, within
the limits of its powers, to assist CIWW in obtaining rights for placement of infrastructure or rights
to raw water sources needed to serve the Member Agencies and to support CIWW’s regional
system.
Section 19. ASR Operations. The construction and operation of ASR facilities of
CIWW and the Member Agencies shall be subject to reasonable rules and requirements established
by the Board. The initial ASR rules and requirements are set forth in Schedule IV-19. Such rules
may be amended by the Board at any time.
ARTICLE V. WATER SUPPLY FACILITY OPERATING CONTRACTS AND
CAPACITY EXPANSION
Section 1. Operating Contracts. CIWW and each of the Water Producing Member
Agencies shall enter into a facility operating contract for operation of the particular Water
Producing Member Agency’s Designated Water Supply Facility from and after the Operational
Commencement Date on terms as provided in the respective forms of contract approved by the
governing board of each Water Producing Member Agency at the time of such governing board’s
approval of this Agreement, which shall include reimbursement of costs as provided in Section 2
of this Article V and Schedule V-2 from and after the Operational Commencement Date (each an
“Operating Contract”). Each such initial Operating Contract shall be in full force for a minimum
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term of twenty (20) years from the Operational Commencement Date. The transfer by each Water
Producing Member Agency of its Designated Water Supply Facilities to CIWW shall be subject
to the condition precedent that CIWW shall have previously entered into an Operating Contract
with such Water Producing Member Agency under this Section.
Section 2. Actual Cost Recovery. CIWW shall pay the Water Producing Member
Agencies for the operation of their respective Designated Water Supply Facilities amounts
pursuant to its Operating Contract that are equal to their full actual cost of providing such services
plus two percent (2%), to be determined on the basis of the principles set forth in Schedule V -2
attached. Such amount shall be paid in monthly installments based on estimated costs, with a
periodic true up to reflect actual costs incurred, as provided in Schedule V-2. In addition to
payment of costs of operation, CIWW shall reimburse each Water Producing Member Agency for
the full actual cost of all capital projects for repair, replacement and improvement of its Designated
Water Supply Facilities incurred after the Operational Commencement Date as such costs are
incurred. To the extent a specific project benefits both Designated Water Supply Facilities and
Water Distribution Facilities, the project costs shall be allocated between CIWW and the Water
Producing Member Agency based on relative benefit conferred. CIWW shall at all times maintain
sufficient capital and reserves to assure its ability to meet its financial obligations under this
Section, and the Board shall make Capital Calls or issue Emergency Member Agency Assessments
under Article XV as needed to make timely payment to Water Producing Member Agencies.
Section 3. Initial Capacity Allocations. The initial total capacity of CIWW to supply
the Member Agencies as of the Effective Date is determined to be 134.5 Million Gallons per Day
(“MGD”). Such capacity shall be allocated among the Member Agencies for use under this
Agreement. Each Member Agency’s capacity allocation is referred to herein as its “Allocated
Capacity.” The initial Allocated Capacity of each Founding Ag ency is set forth in Schedule V-3.
Schedule V-3 shall be updated by the Board when and as the Allocated Capacity of any Member
Agency changes.
Section 4. Saylorville Expansion Capacity Allocations. The Allocated Capacity of
Founding Member Agencies that pay the costs of the Saylorville Expansion Project shall be
increased in the amounts set forth in Schedule IV-10, as of the date that the facilities constructed
by the Saylorville Expansion Project become fully operational.
Section 5. New Member Agency Allocations. After the Effective Date, a New Member
Agency shall be admitted only to the extent that CIWW has, after taking into consideration any
new capacity acquired from the New Member Agency, sufficient capacity available to provide for
the New Member Agency’s estimated Max Day Demand, and if need be, there are sufficient
existing Member Agencies willing to voluntarily reduce their Allocated Capacity in exchange for
payment as provided under this Section.
The following provisions shall govern the Allocated Capacity of New Member Agencies:
(a) The New Member Agency’s minimum requirement for Allocated Capacity
(“Required New Member Capacity”) in order to be admitted shall be the highest
maximum day demand during the previous full five (5) calendar years plus ten
percent (10%).
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(b) If the New Member Agency has physical production capacity to be dedicated or
transferred to CIWW by the New Member Agency, such capacity shall be allocated
to the New Member Agency.
(c) To the extent that the New Member Agency is a party to a Total Service Agreement
with a Founding Agency under Section 14 of Article IV or is a wholesale customer
of a Founding Agency under Section 16 of Article IV, the average Max Day
Demand for the previous five years supplied to it by the Founding Agency shall be
reallocated from such Founding Agency to the New Member Agency. Such
Founding Agency shall be compensated for such reallocation as provided in
Subsection (f) of this Section.
(d) To the extent that the New Member Agency is a customer of DMWW under Section
15 of Article IV, the average Max Day Demand for the previous five years supplied
to it by DMWW thereunder shall be reallocated from DMWW to the New Member
Agency and the Purchased Capacity Master Agreement and all right thereunder
shall be deemed terminated as between the New Member Agency and DMWW as
of the effective date of admission. DMWW shall be compensated for such
reallocation as provided in Subsection (f) of this Section.
(e) To the extent the Required New Member Capacity is not allocated to the New
Member Agency under subsections (b), (c), and (d), it must be obtained by the New
Member Agency by voluntary reductions in the Allocated Capacity of existing
Member Agencies. Such Member Agencies shall be compensated for such
reductions as provided in Subsection (f) of this Section.
(f) The payment required from a New Member Agency with respect to its acquisition
of Allocated Capacity under Subsections (c), (d), and (e) of this Section shall be at
the rate determined by the Board pursuant to the principles set forth in Schedule V-
5. Such payment shall be made by the New Member Agency to CIWW. To the
extent a reallocation is made under Subsections (c) or (d), the Founding Agency
affected by a reduction of its Allocated Capacity shall be paid a share of such
payment that is equal to the increase in the asset transfer consideration that such
Founding Agency would have been due if the New Member Agency had become a
founding agency when this Agreement was executed less any amount previously
recovered by the Founding Agency from the New Member Agency as a capital cost
of wholesale service to the New Member Agency, plus interest on the amount
computed to be due at the rate of four percent (4%) per annum from the Operational
Commencement Date. The balance, if any, of the payment shall be retained by
CIWW as additional capital. Any payment under Subsection (e) of this Section shall
be paid to the reducing Member Agencies in proportion to their agreed respective
reductions of their Allocated Capacities.
If there are insufficient voluntary reductions by existing Member Agencies to accommodate a New
Member Agency’s Required New Member Capacity, the New Member Agency may request
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membership in CIWW based on its participation in Capacity Expansion Projects pursuant to
Sections 6 and 7 of this Article. If the New Member Agency meets all the other requirements of
this Agreement and the Board for admission, the New Member Agency will be admitted after the
requisite Capacity Expansion Projects have been completed and are producing finished water at
rated capacity.
Section 6. Capacity Expansions. CIWW shall construct, own and operate new or
expanded additional Water Supply Facilities, to increase water output available to CIWW
consistent with the CIWW Long Range Plan established under Article VII (each a “Capacity
Expansion”). A project that creates a Capacity Expansion is a “Capacity Expansion Project.” All
Capacity Expansion Projects required to meet expected growth in demand by Member Agencies
as expected under the CIWW Long Range Plan shall be funded by the Member Agencies as stated
in Section 7 of this Article. Other Capacity Expansion Projects may be funded either from CIWW
funds or by prospective New Member Agencies, or by Member Agencies as provided in the CIWW
Long Range Plan and the CIWW Capital Plan. The additional water output capacity cr eated by a
Capacity Expansion Project funded by Member Agencies, other than New Member Agencies, shall
be allocated to Member Agencies in proportion to the amount such Member Agency pays for a
part of a Capacity Expansion Project under Section 7(b) of this Article. The additional water
output capacity created by a Capacity Expansion Project funded by a New Member Agency under
Section 7(c) shall be allocated to the New Member Agency providing the funding. The additional
water output capacity created by a Capacity Expansion Project funded from CIWW sources of
funds shall be allocated to Member Agencies in proportion to their previously Allocated Capacities
prior to the Capacity Expansion, except to the extent the Board determines to maintain an
unallocated reserve capacity for business and operational reasons it deems sufficient.
Section 7. Costs of Member Agency-Funded Capacity Expansions. The costs of
Capacity Expansion Projects funded by Member Agencies shall be allocated among, and be borne
by, the Member Agencies as follows:
(a) Nine per cent (9%) of the total cost of the Capacity Expansion Project shall be
allocated to all Member Agencies based on each Member Agency’s pro rata share
of Allocated Capacity as of the date the Board approves the Capacity Expansion
Project;
(b) Ninety-one per cent (91%) of the total cost of the Capacity Expansion Project shall
be allocated pro rata based upon the forecasted increases in projected demand of
each Member Agency having a projected increased demand as set forth in the
CIWW Long Range Plan that forms the basis of the Board’s approval of the Capital
Expansion Project;
(c) Notwithstanding subsection (a) and (b), one hundred percent (100%) of the cost of
any Capacity Expansion Project, or any part thereof, which is constructed to meet
the Required New Member Capacity of a New Member Agency, shall be paid by
such New Member Agency; and
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(d) Each Member Agency or New Member Agency shall pay or satisfy its share of the
costs of each Capacity Expansion Project pursuant to Section 7(a), 7(b), and 7(c)
hereof by payment of such share to CIWW. Each Member Agency and New
Member Agency shall make specific provision for payment of its allocated share of
the Capacity Expansion Project, and if sufficient funds are not available to said
Member Agency or New Member Agency, each shall issue bonds, notes, or other
obligations as it deems appropriate to fund its allocated share. Financing allocated
costs of a Capacity Expansion Project, including the issuance of bonds, notes or
other obligations, shall be undertaken by Member Agencies and New Member
Agencies individually, to the extent necessary to capitalize their respective cost
allocation. If CIWW issues Bonds for said Capacity Expansion Project, Debt
Service on said Bonds shall be allocated to Member Agencies and New Member
Agencies in accordance with Section 7(a), 7(b), and 7(c) hereof, and collected by
CIWW from the affected Member Agencies and New Member Agencies, along
with rates imposed in accordance with Schedule VI-2 hereof.
Section 8. Member Agencies Transferring Capacity to Other Members. A Member
Agency that no longer has a need for a portion of its allocated capacity may sell allocated capacity
deemed to be in excess of its needs to any interested Member Agency. In the event two or more
Member Agencies are interested in the capacity being offered, the capacity shall be allocated
among all interested Member Agencies based on a pro rata allocation of each Member Agency’s
best estimates of future water requirements and demand as reported to the Technical Committee
for Long Range Planning under Section 3 of Article VII. The purchase price per gallon per day
shall be the cost per gallon per day of CIWW’s most recently constructed capacity expansion.
Payment in cash or, if the selling Member Agency has an allocation of CIWW debt, a portion of
its allocated debt based on the purchase price and gallons of capacity purchased and sold, shall be
transferred from the selling Member Agency to the purchasing Member Agency or Agencies. The
Board shall have discretion to adjust the methodology set forth in this Section as it may determine
to be necessary to ensure equity among the Member Agencies in the cost allocation used to
determine the appropriate cash payment or transfer of debt.
Section 9 Funding of Joint Capital Projects. After the Effective Date, each capital
project related to the Designated Water Supply Facilities acquired, or to be acquired, by CIWW or
any other CIWW facility that is not a Capacity Expansion Project shall be a “Joint Capital Project.”
Joint Capital Projects shall include any project to maintain, repair, update, or improve any
applicable facility that does not expand its capacity. The funding of Joint Capital Projects shall
not be subject to Section 7 of this Article. Joint Capital Projects shall be funded by CIWW from
one or more of the following sources: CIWW rates, CIWW reserves, CIWW bond issuance, or
other sources of funding available to CIWW.
ARTICLE VI. WHOLESALE RATES TO MEMBER AGENCIES
Section 1. Rates to Recover Costs. The Board shall establish wholesale rates to be
charged to Member Agencies that are calculated in the aggregate based on the anticipated total
Revenue Requirements of CIWW as determined by the Board. CIWW’s “Revenue Requirements”
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shall be the amount determined to be sufficient to defray all of the costs of water and other
operating and maintenance expenses of CIWW, to provide for capital requirements, and to satisfy
all requirements of the current and future financing of CIWW’s capital requirements, including
payment of Debt Service, compliance with coverage and reserve requirements, and financing
covenants of any Bonds, and to provide reasonable unrestricted cash reserves as determined by the
Board of Directors. The Board may adjust the operating reserves from time to time.
Section 2. Annual Determination of Revenue Requirement. CIWW’s Revenue
Requirements and the rates to be charged to Member Agencies collectively and individually, shall
be determined annually by the Board in its sole judgment. The Revenue Requirements will be
prospective and developed as part of the budget process under Article XV. The Board shall obtain
a cost of service study annually based on the American Water Works Association M-1 Manual or
similar standard that is widely accepted in the water supply industry, and shall apply such study in
a manner consistent with the mandatory rate principles set forth in Schedule VI-2. In setting rates,
the Board will assign the actual cost of service to each member, and recover costs from each within
a reasonable degree of precision and certainty.
Section 3. Volume and Max Day Demand of Member Agencies. The volume of water
provided by CIWW to each Member Agency and the Max Day Demand utilized by each Member
Agency shall be determined by metering at the point of delivery to the extent meters now existing
or hereafter created allow such measurement. All other volumes and Max Day Demands shall be
estimated based on the methods and assumptions set forth in Schedule VI-3 hereto.
Section 4. Individual Rates. The Board will establish rates prior to the Operational
Commencement Date. The Board shall analyze, review and revise rates annually as provided by
the terms of this Agreement. The rates to Member Agencies shall be based on the principles and
methodologies as set forth in Schedule VI-2. The Board’s judgment, reasonably reached, shall be
final as to the establishment of water rates to Member Agencies, subject only to the dispute
resolution provisions of Article XXV of this Agreement. Rates shall be effective January 1 of
each year.
Section 5. Charges for Excess Consumption. Water delivered in a daily quantity that
is greater than a Member Agency’s Allocated Capacity is deemed to be “Excess Consumption”
and further deemed to be the use of the Allocated Capacity of other Member Agencies. CIWW is
not obligated to supply water on any day to any Member Agency that is in excess of its Allocated
Capacity. However, to the extent Excess Consumption is provided to a Member Agency then the
Member Agency shall be subject to Capacity Lease Charges as defined by Schedule VI-5. Capacity
Lease Charges shall be billed to Member Agencies incurring the charges and CIWW shall credit
the receipts thereof to the Member Agencies not incurring such charges on such days on a
proportionate basis as defined in Schedule VI-5. Member Agencies that have Excess Consumption
for more than ten (10) days in any calendar year shall have the maximum amount of the Excess
Consumption added to the Member Agency’s projected demand in the Long Range Plan prepared
according to Article VII.
Section 6. Billing, Payment. Member Agencies shall be billed monthly in arrears for
actual delivery at the established rates, and shall pay the billing in full without offset or reduction,
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except for the netting specified in Section 7 of this Article, within twenty-five (25) days of the date
of issuance of the bill.
Section 7. Netting of Payments Due Under This Agreement. Any amounts due or
credits due between CIWW and any Member Agency for services, charges, or other obligations
arising under this Agreement may be netted against any other billings between them, but billings
shall not otherwise be offset against any other obligations between them.
Section 8. Member Agency Financial Covenant. Each Member Agency covenants that
it will set its own rates and charges to its retail, Wholesale and Total Service Agreement customers,
and collect such charges, to assure that the Member Agency has revenue sufficient to meet the
Member Agency’s expenses and financial obligations, including all financial obligations to
CIWW, which shall be an annual operating expense of the public water supply system of each
Member Agency.
ARTICLE VII. LONG RANGE PLAN AND WATER QUALITY
Section 1. Long Range Plan. The Board shall prepare and adopt a long-range plan to
meet the needs for drinking water of the Member Agencies over a planning horizon of not less
than ten (10) years (the “CIWW Long Range Plan”) and shall revise such plan as needed as new
Member Agencies are admitted and as other circumstances dictate. The CIWW Long Range Plan
shall take into account all factors relevant to the mission of CIWW, including without limitation:
(a) expected growth in water requirements of the Member Agencies; (b) source water availability
and quality; (c) long range trends affecting source water supplies and allocations, including
impacts of climate change; (d) water treatment capacities and requirements; and (e) all other
matters necessary to assure the safety of drinking water supplies and sufficiency of quantity to
meet demands, at reasonable cost. The initial CIWW Long Range Plan preparation shall
commence promptly after the Effective Date and be completed within one (1) year of the
Operational Commencement Date. The initial CIWW Long Range Plan will be based on the
existing DMWW and WDMWW long-range plans as starting points but with such changes and
updates as may be proposed to the Board by the Long Range Planning and Capital Improvements
Committee, and by the Technical Committee, or that the Board determines to be appropriate.
Section 2. Update to Plan. The CIWW Long Range Plan shall be updated on a regular
basis, and in any event no less frequently than every five (5) years.
Section 3. Member Agency Participation. Each Member Agency shall participate in,
and support, the process of preparing and updating the CIWW Long Range Plan by making its
data and information available to CIWW and to its planning staff and contractors. Each Member
Agency shall supply its best estimates of future water requirements and demand in support of
CIWW’s planning efforts within a reasonable time upon request. Information supplied by Member
Agencies shall be based on uniform standards and principles for such information established by
the Technical Committee. CIWW shall have no service obligation to meet any Member Agency’s
demand to the extent the Member Agency’s demand exceeds the Member Agency’s forecasted
demand expressed in the CIWW Long Range Plan.
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Prior to the original adoption of the CIWW Long Range Plan by the Board, and prior to each
update thereto, Member Agencies shall review, approve and certify to CIWW confirmation of the
CIWW Long Range Plan’s compliance with their individual stated needs over the intended time
period covered by the applicable CIWW Long Range Plan, or updates thereto.
Section 4. Implementation of CIWW Long Range Plan. The Board shall be
responsible, in its discretion, to operate CIWW in accordance with the CIWW Long Range Plan
and to implement the CIWW Long Range Plan’s provisions.
Section 5. Source Water Quality Protection and Improvement. The Board shall
establish and implement a program to protect and improve the water quality of CIWW’s actual
and potential water sources. The program will include outreach and cooperation with federal, state
and local agencies, and with other parties with interests in the watersheds and aquifers on which
CIWW relies. CIWW’s implementation of a water quality program may include expenditures of
CIWW funds under the direction of the Board after determination that such expenditures will
further the goals of protecting and improving the quality of CIWW’s source waters.
ARTICLE VIII. GOVERNING BOARD
Section 1. Governing Body. CIWW shall be governed by a Board of Trustees
("Board") as constituted and established in this Article. Members of the Board shall receive no
compensation from CIWW, other than reimbursement for valid expenses incurred, for service on
the Board. Except as limited by the Member Agency Vote requirements of Article XI, and by the
terms of this Agreement, the Board shall have full and plenary authority over CIWW, and over the
conduct of CIWW’s business and affairs.
Section 2. Initial Composition of Board. The initial Board shall consist of thirteen (13)
Trustees, with one Trustee appointed by and representing each of the Founding Agencies, and with
DMWW entitled to appoint and be represented by one Additional Trustee by application of the
additional Trustee provision of Section 4 of this Article. It is intended that water systems served
by Member Agencies under Sections 14, 15, and 16 of Article IV shall be represented on the Board
only by the Trustee(s) appointed by the Member Agency providing service to such water systems.
Section 3. Size of Board. The number of Trustees shall always be equal to the number
of Member Agencies of CIWW plus one or more Additional Trustees based on population served
as provided in Section 4 of this Article.
Section 4. Additional Trustees. In addition to the one Trustee representative provided
for each Member Agency, any Member Agency that serves areas with a total population in excess
of one hundred thousand (100,000) persons shall be entitled to one additional Trustee
representative (an “Additional Trustee”). The Additional Trustee shall be identified as such by the
appointing authority at the time of appointment. Population shall be determined on the basis of the
most recently available United States Census data, including any United States Census estimates
that are issued after the last decennial United States Census. For the purposes of this Section, the
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area served by a Member Agency shall include the areas directly served by the distribution system
of the Member Agency, and the area served by the Member Agency under Sections 14, 15 and 16
of Article IV.
Section 5. Board Appointments and Terms. Each Trustee, including any Additional
Trustee, shall be appointed by the Member Agency being represented. In the case of a Member
Agency that is a city utility governed by the City Council, the appointment shall be made by the
mayor of the City, subject to approval of its City Council. In the case of any other Member Agency,
including Board-governed city utilities, the appointment shall be made by resolution of its
governing body. Trustees shall serve three (3) year staggered terms or until their replacement is
appointed. For the purpose of providing staggered terms, the Board shall be divided into three
classes of equal size, or as nearly equal size as possible, with terms expiring on a staggered basis.
The initial staggered terms of the Trustees representing the Founding Agencies shall be established
by division of the Board into three classes that are assigned by lot at the first meeting of the Board
after the Effective Date, subject to the requirement that the regular Trustee representing any
Member Agency and any Additional Trustee representing such Member Agency shall be assigned
to different classes. Upon the occurrence of any vacancy on the Board for any reason, the Member
Agency being represented shall appoint a replacement for the unexpired term of the vacant
position. Trustees may be appointed for any number of terms in the discretion of the appoi nting
Member Agency. When a New Member Agency is admitted under this Agreement, the New
Member Agency shall appoint a Trustee, and if applicable an Additional Trustee, to represent it,
with each such Trustee assigned to a class by resolution of the Board.
Section 6. Board Alternates. Each Member Agency may at any time appoint an
alternate, on a temporary or permanent basis, to any Trustee or Additional Trustee appointed by
such Member Agency. The Member Agency may remove or replace any appointed alternate at any
time. The appointment of an alternate to a Trustee or Additional Trustee at any time shall
supersede and replace any prior appointments of an alternate. All appointments of alternates shall
be made by resolution of the governing body of the Member Agency and communicated to the
Secretary of the Board. Alternates shall be entitled to all information provided to, and notices
given to, Trustees and Additional Trustees, and may attend any open session of the Board as an
observer. An alternate to a Trustee or Additional Trustee shall vote and participate in any meeting
of the Board in the place of such Trustee or Additional Trustee at any meeting where such Trustee
or Additional Trustee is absent, but shall otherwise have no Board vote, and shall otherwise have
no right or power to participate in Board discussions, deliberations, or actions except as recognized
by the Chair of the Board.
Section 7. Removal. Any Trustee may be removed by the appointing Member Agency
at any time for any reason or for no reason. Any Trustee may also be removed for cause by vote
of the Board. Any such removal shall create a vacancy to be filled as provided in Section 5 of this
Article. Any Trustee removed for cause by vote of the Board shall not be eligible for re-
appointment.
Section 8. Effect of Withdrawal of Member Agency on Board. If any Member Agency
withdraws from membership in CIWW or is for any other reason no longer a Member Agency, the
size of the Board shall be automatically reduced and any Trustee representing the departed Member
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Agency, shall be deemed to no longer serve on the Board effective as of the date of the Member
Agency’s withdrawal or departure.
Section 9. Quorum. The presence of at least a majority of the duly appointed and acting
Trustees, including Additional Trustees, shall constitute a quorum required to be present to
convene a meeting of the Board and for the conduct of its business. The Chair shall determine
whether a quorum exists, shall cause the names of the Trustees present to be entered into the
meeting minutes, and shall call the meeting to order if a quorum exists. A quorum for a weighted
vote shall require the presence of Trustees representing at least three Member Agencies as well as
Trustees representing a majority of the weighted vote allocation described in Section 11(d) of this
Article.
Section 10. Voting. Except as provided in Section 11 of this Article, each Trustee,
including each Additional Trustee, shall have one (1) vote, and the majority vote of the Trustees
present and voting, if a quorum is established, shall prevail on any vote. No vote shall be taken
without a quorum of the Board being present. The Chair, or in the Chair's absence the Vice-Chair,
of the Board shall be entitled to vote and participate in discussion, but shall not make or second a
motion.
Section 11. Weighted Voting by Board.
(a) Approval and issuance of Bonds shall be considered by the Board on a weighted
vote, as described in subsection (d) hereof. An affirmative vote of a majority of the
Trustees of the Board, on a weighted basis, shall be required on all Board actions
relating to Bond issuances hereunder (other than as provided in Article XVII,
Section 3).
(b) Trustees representing any two (2) or more Member Agencies may request a
weighted vote on any of the following matters that come before the Board for
action:
(i) Any proposal to the Member Agencies to amend or terminate this
Agreement or to amend any Schedules to be submitted for Member Agency
vote under Article XX;
(ii) Any Board action to update or amend the Board Modifiable Schedules as
defined in Section 2 of Article XX;
(iii) Admission of New Member Agencies and the terms thereof under Article
XII;
(iv) Adoption of the Initial Budget under Section 2 of Article XV;
(v) Adoption of each Annual Budget under Article XV, or any amendment to
an approved Annual Budget;
(vi) Setting of rates and charges payable by Member Agencies;
(vii) Adoption of the initial Long Range Plan under Article VII;
(viii) Any modification of the Long Range Plan under Article VII;
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(ix) Adoption of any CIWW Capital Plan or modification to the CIWW Capital
Plan under Article XV, including without limitation adoption of the Initial
CIWW Capital Plan or any Capital Call;
(x) Issuance of any Emergency Member Agency Assessments under Section 5
of Article XV;
(xi) Adoption or amendment to the Bylaws;
(xii) Declaration of Default of a Member Agency under Article XXIII;
(xiii) Hiring or terminating the Executive Director, Legal Counsel, or Third-Party
Fiduciary;
(xiv) Removal of a Trustee for cause;
(xv) Any Amendment to the CIWW Water Shortage Plan; or
(xvi) Determination of any issues pertaining to the meaning or application of the
definition of Water Supply Activity, Water Distribution Activity, Water
Supply Facility or Water Distribution Facility.
(c) No action on any matter listed in Subsection (b) of this Section that is eligible for a
request for weighted vote shall be considered by the Board at any meeting unless
the matter is placed on the Agenda of the Board prior to the meeting and written
notice of such agenda item is given at least five (5) days before the meeting to all
Trustees. A request for weighted vote must be made by the requisite number of
Trustees before the vote on the matter that is the subject of such request. Upon any
timely request, any Board action on such matter shall be suspended, and the Board
will hold a weighted vote on the matter subject to such request at its next meeting.
Notwithstanding the foregoing, action on any Emergency Member Agency
Assessments may be taken immediately at the meeting when proposed provided
any required notice thereof is given in writing to each Member Agency.
(d) For purposes of weighted voting, the full voting power of the Board shall be
proportionately allocated and assigned among the Trustees representing the
Member Agencies, excluding any Additional Trustees, on the basis of the average
of the Annual Demand as set forth in Schedule I-2, but excluding demand
attributable to wholesale customers that continue to be served by DMWW under
the Purchased Capacity Master Agreement, as updated for the immediately
preceding five (5) full calendar years preceding the date of the vote. The allocation
shall be recomputed when New Member Agencies are admitted, and shall be
recomputed each year based upon the total Annual Demand of each Member
Agency for the five (5) full calendar years preceding the vote. Votes representing
a majority of the “weighted vote allocation” hereunder plus the votes of Trustees
representing at least three (3) Member Agencies shall be required to approve Board
actions subject to weighted voting under Subsection (b) of this Section. The agenda
for any meeting where action will be taken to approve item(s) subject to weighted
vote shall include a statement relating to the weighted vote requirement for each
such item.
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(e) The weighted voting power of a Trustee representing any New Member Agency
admitted after the Effective Date shall be based on a transition formula based upon
actual or expected Annual Demand established by the Board at the time of its
admission.
(f) In the case of a Board action requiring a weighted vote, the minutes shall reflect the
item(s) subject to a weighted vote, and record the specific votes of each Trustee for
the Member Agencies on the Board.
Section 12. Meetings of Board.
(a) Regular meetings shall be held at least monthly at the place, day and hour set forth
in a schedule of regular meetings for the following year that is approved by the
Board at or before its Annual Meeting each year. The regular meeting of the Board
in December of each year shall be the Annual Meeting. A copy of the agenda and
all materials to be considered at each meeting of the Board shall be mailed, e-
mailed, or delivered to each Trustee and to the elected official or administrator
designated by each Member Agency to receive notice hereunder, at least two (2)
days prior to the meeting, or such longer period as may otherwise be set forth in the
Bylaws.
(b) Special meetings of the Board, for any purpose or purposes consistent with this
Agreement may be called by the Chair and shall be called by the Chair at the request
of any two Member Agencies. The requirements of subsection (a) of this Section
shall apply except that the notice of any special meeting shall be given not less than
five (5) nor more than twenty (20) days prior to the date of the special meeting.
(c) Notices under this section shall be deemed given upon actual delivery of a written
notice, or by actual delivery of an e-mail, or three (3) days after deposit in the
United States mail.
(d) All meetings of the Board shall be public meetings to the extent required by Chapter
21, Iowa Code, or any successor laws, as the same may be amended or
supplemented in the future, and such rules of order as the presiding officer shall
determine. Proceedings of the Board shall be published as provided by Section
28E.6(3), Iowa Code or other applicable law.
Section 13. Bylaws. The Board may adopt bylaws relating to its proceedings, the
conduct of the affairs of CIWW, and the terms of service for water provided to Member Agencies
that are not inconsistent with this Agreement. Such bylaws may be adopted, and may be amended
or repealed, by vote under this Article, provided that such Bylaws or proposed amendment or
repeal of such Bylaws, was presented in writing at a prior regular meeting of the Board, and
provided that notice of the impending vote thereon is contained in the meeting notice and agenda
of the meeting at which such vote is to be taken. In the event of conflict between the provisions
of the bylaws and the provisions of this Agreement, the provisions of this Agreement shall prevail.
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ARTICLE IX. OFFICERS OF BOARD
Section 1. Number and Term. The officers of the Board shall be the Chair, the Vice-
Chair and the Secretary, each of whom shall be elected from among the members of the Board by
vote of the Board at an Annual Meeting of the Board to serve for the following two calendar years.
Each of the officers shall be a representative of a different Member Agency. Officers shall be
elected for a two-year term, with a possible second term available. In no event shall a person hold
one specific officer position for more than two (2) consecutive terms. Provided, however, that an
officer chosen to fill a vacancy shall be entitled to serve two (2) full consecutive terms after
completion of the term filling the vacancy.
Section 2. Duties of Chair. The Chair shall preside at all meetings of the Board. The
Chair, or the Vice-Chair in the absence of the Chair, shall sign any instruments that the Board has
authorized to be executed, except in cases where the signing of instruments shall be required by
law to be otherwise signed or executed, or where the resolution of the Board authorizes the signing
of such instrument by another person.
Section 3. Duties of Vice-Chair. In the absence of the Chair, or in the event of the
death, inability to act, or refusal to act by the Chair, as directed by the Board, the Vice-Chair shall
perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to
all the restrictions upon that office.
Section 4. Duties of Secretary. The Secretary shall have the following duties and
responsibilities, any or all of which may be delegated or assigned by Board resolution to one or
more Board clerks or assistant secretaries who need not be Trustees or representatives of Member
Agencies:
(a) The taking and preservation of minutes of the meetings of the Board;
(b) The giving of all notices in accordance with this Agreement, any Bylaws, as
directed by the Board, or required by law;
(c) Acting as custodian of the records of CIWW;
(d) Signing and certification of documents and instruments authorized by the Board or
by law;
(e) Keeping a current registry of the names and addresses of Trustees, the Member
Agencies, and the officer of each Member Agency designated to receive notices.
Section 5. Election. The Trustees serving on the Board shall elect the Board Officers.
The Nominating Committee shall select and offer nominations for each office at the Board’s
Annual Meeting. Nominations for the officer positions shall also be accepted from the Trustees
present at that Annual Meeting. All nominees, including those offered by the Nominating
Committee, must receive a second for the nomination to be considered a candidate and voted on
for said office.
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Section 6. Vacancy. Each officer shall hold office until his or her successor has been
elected. A vacancy in the office of Chair, Vice-Chair, or Secretary shall be filled by the Board for
the unexpired portion of the term.
ARTICLE X. COMMITTEES OF BOARD
Section 1. Executive Committee.
(a) An Executive Committee is established for the purposes of reviewing and advising
on policy issues at the request of the Executive Director or the Board and making
recommendations to the Executive Director, and of making recommendations to
the Board regarding the appointment of the Executive Director and thereafter
periodically reviewing the performance of the Executive Director and to otherwise
assist and advise the Board and the Executive Director. The Executive Committee
shall be chaired by the Board Chair. Members of the Executive Committee shall be
appointed by action of the Board each year at the Annual Meeting of the Board,
consistent with the following provisions.
(b) For the first three (3) full calendar years after the Effective Date, the Executive
Committee shall be comprised of (i) the current Chair, (ii) a Trustee representing
DMWW unless it is already represented on the Executive Committee, (iii) a Trustee
representing WDMWW unless it is already represented on the Executive
Committee; (iv) a Trustee representing UWU unless it is already represented on the
Executive Committee; (v) the most recently presiding Chair prior to the current
Chair who remains a current Trustee, if applicable; and (vi) one (1) additional
Trustee selected at-large. The foregoing provision notwithstanding, at no time shall
the membership of the Executive Committee equal or exceed the quorum for the
full Board. If the size of the Executive Committee must be reduced to meet this
condition, the membership of the Executive Committee shall be reduced by
eliminating one or more categories named above in reverse order as named above,
that is category (vi), then (v) and so on.
(c) After the first three (3) full calendar years, the Executive Committee shall be
comprised of (i) the current Chair; (ii) the most recently presiding Chair prior to the
current Chair who remains a current Trustee; (iii) three (3) additional Trustees
representing Member Agencies with the highest Annual Demand over the
preceding five (5) -year period unless those Trustees are already represented on the
Committee; and (iv) one additional Trustee representing the otherwise
unrepresented Member Agencies. The foregoing notwithstanding, at no time shall
the membership of the Executive Committee equal or exceed the quorum for the
full Board. If the size of the Executive Committee must be reduced to meet this
condition, the number of committee members in category (iii) shall be reduced as
required to meet this condition, by eliminating the representative of the Member
Agency under Subsection (c)(iii) with the lowest Annual Demand followed by the
next lowest, and so on.
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(d) The Executive Committee shall meet at the call of the Board Chair or at the request
of the Executive Director to fulfill its purposes as set forth herein and such other
duties as may be assigned to the Executive Committee by resolution of the Board.
Member Agencies shall all be provided at least two (2) days’ advance notice of,
and an Agenda for, all meetings of the Executive Committee.
Section 2. Long Range Planning and Capital Improvements Committee.
(a) A Long Range Planning and Capital Improvements Committee is established to
provide planning and technical advice and recommendations to the Board with
respect to planning and capital, including but not limited to: (i) adoption and
modification of the CIWW Long Range Plan under Article VII, and the CIWW
Capital Plan under Article XV; (ii) planning for modifications, or additions to,
source water and water treatment facilities and timeline(s) for potential
construction; and (iii) such other duties requiring technical, or business expertise as
may be assigned by Board resolution.
(b) The Long Range Planning and Capital Improvements Committee shall be
comprised of one individual appointed by each Member Agency, who may be, but
is not required to be a Trustee representing such Member Agency, but who shall be
an individual familiar with the current and long-range drinking water requirements
of the Member Agency and with regional assets and infrastructure. Each Member
Agency may also appoint an alternate representative. The Long Range Planning
and Capital Improvements Committee shall include the Executive Director or his
or her designee who shall not be a voting member of the Committee.
(c) The Long Range Planning and Capital Improvements Committee shall be chaired
by a member of the Committee elected by the voting Members of the Committee.
The Long Range Planning and Capital Improvements Committee shall meet in
accordance with a meeting schedule approved by the Committee, at the call of the
Chair of the Committee, or at the direction of the Board.
Section 3. Finance & Audit Committee.
(a) A Finance & Audit Committee is hereby established for the purposes of reviewing
issues and items referred to it by the Board. In addition, the Finance & Audit
Committee shall make recommendations to the Board on the following: (i)
finances, budgets, and budget amendments; (ii) audits of CIWW finances and
CIWW records; (iii) rates and charges to Member Agencies; and (iv) such other
duties as may be assigned by Board resolution.
(b) Members of the Finance & Audit Committee shall be appointed annually by the
Board Chair at the Annual Meeting. The Membership of the Committee shall not
equal or exceed the number constituting a quorum for the full Board. The Finance
& Audit Committee shall include the Executive Director or his or her designee, and
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contracted Third-Party Advisors of the Board, neither of which will be a voting
member of the Committee. The Finance & Audit Committee shall be chaired by a
voting member of the Committee elected by vote of the voting members of the
Committee.
(c) The Finance & Audit Committee shall meet in accordance with a meeting schedule
approved by the Committee, at the call of the Chair of the Committee, or at the
direction of the Board.
Section 4. Nominating Committee. A Nominating Committee, consisting of at least
three (3) Trustees, is established for the purpose of selecting and offering nominations for election
to each office of the Board at the Annual Meeting of the Board. Members of the Nominating
Committee shall be appointed by the Chair, with the appointments announced at a regular Board
meeting held at least three (3) months prior to the Annual Meeting of the Board. The Nominating
Committee shall be chaired by a Committee member selected by the members of the Nominating
Committee.
Section 5. Technical Committee.
(a) A Technical Committee is hereby established to provide technical advice or
recommendations to the Board in areas requiring technical, business, or operation
expertise, including but not limited to:
(i) Determination of each Member Agency’s water consumption, including its
Annual Demand, Max Day Demand, average day demand, and average
consumption over a specified number of consecutive years (e.g., 3 or 5
years);
(ii) Computation of updates to Schedule I-2 as soon as may be practical
annually after the end of each calendar year;
(iii) Determination of designs for all capacity enhancements to be constructed
by, or at the request and cost of, CIWW;
(iv) Recommendations regarding capacity enhancements or other
improvements proposed by one or more Member Agencies or any proposed
new Prospective Member Agencies;
(v) Determining the population served by each Member Agency for purposes
of Section 4 of Article VIII;
(vi) Review of the operational sufficiency of the preliminary budget proposed
by the Executive Director each year;
(vii) Review and recommendations to the Board regarding the meaning or
application of the definitions of Water Supply Activity, Water Distribution
Activity, Water Supply Facility or Water Distribution Facility;
(viii) Monitor effectiveness of, and compliance with the CIWW Water Shortage
Plan and advise the Board with respect to amendments thereto as needed;
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(ix) Monitor the usage by each Member Agency of shared transmission mains
and pumping stations in comparison to the capacity assigned to each
Member Agency under applicable agreements and recommend solutions
required to remediate any excess usage and resulting detriment to other
Member Agencies; and
(x) Duties as outlined in this Agreement, and such other duties requiring
technical or business expertise as may be assigned by Board resolution.
(b) The Technical Committee shall be comprised of one (1) individual appointed by
each Member Agency, who may be, but is not required to be a Trustee representing
such Member Agency, but who shall be an individual familiar with the Member
Agency’s local distribution or business operations. Each Member Agency may also
appoint an alternate representative. The Technical Committee shall include the
Executive Director or his or her designee, who shall not be a voting member of the
Technical Committee. Each Member Agency is entitled to one vote on the
Technical Committee to be cast either by the appointed individual or alternate.
(c) The voting members of the Technical Committee shall elect a chair. The Technical
Committee shall meet in accordance with a meeting schedule approved by the
committee, at the call of the chair of the Committee, or at the direction of the Board.
Section 6. Other Committees. By resolution, the Board may designate two (2) or more
Trustees or other persons to constitute a committee. Such committee shall, if authorized by
resolution of the Board, provide advice and recommendations to the Board or otherwise act
pursuant to the authority delegated by the Board resolution. The designation of such committees
shall not relieve the Board of any responsibility unless such responsibility is specifically delegated
to the committee by Board resolution. Meetings of such committees may be held at such time and
place as the committees or Board may fix from time to time.
ARTICLE XI. MEMBER AGENCY VOTE
Section 1. Member Agency Votes. The matters set forth in Section 2 of this Article XI
shall require a vote of the Member Agencies by written ballot before going into effect. Each
Member Agency will have one (1) vote on each matter requiring a Member Agency vote under
this Agreement.
Section 2. Requirement for Member Agency Vote. The following matters adopted or
proposed by the Board shall require a vote of the Member Agencies to be effective:
(a) Any proposal adopted by the Board to amend or terminate this Agreement, except
updates or amendments to the Board Modifiable Schedules as defined in Section 2
of Article XX may be approved by the Board without Member Agency vote;
(b) Any proposed merger or consolidation of CIWW with any other agency or entity
or any sale of all, or substantially all, of the assets of CIWW; and
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(c) Any matter regarding Bonds that, in the opinion of bond counsel to CIWW, requires
a vote of the Member Agencies.
Section 3. Vote by Written Ballot. A vote of the Member Agencies shall be conducted
by written ballot cast on a form of ballot for each measure coming before the Member Agencies
that shall be provided by the Secretary, with such ballots cast required to be received by the
Secretary within thirty-one (31) days of dispatch to the Member Agency. Member Agency votes
shall be cast solely at the direction of the governing body of the Member Agency pursuant to a
resolution of such governing body. Multiple measures may be submitted on a single form of ballot,
provided that the ability to vote for or against each separate matter is preserved.
Section 4. Vote Required for Member Action. The affirmative vote of not less than a
majority of the votes entitled to be cast by Member Agencies shall be required for approval or
adoption of any matter coming before the Member Agencies for vote regardless of the actual total
number of votes cast, except that a vote to terminate this Agreement, or a vote to amend this
Agreement that effectively terminates this Agreement shall require the affirmative vote of two-
thirds (2/3) of all Member Agencies as provided in Section 1 of Article XX, and the required vote
on bond matters shall be as specified in Article XVII.
ARTICLE XII. ADMISSION OF NEW MEMBER AGENCIES
Section 1. Admission of Additional Member Agencies. During the term of this
Agreement, one or more additional qualified public entities meeting the definition of a public water
supply system in Chapter 455B, Iowa Code, (“Prospective Member Agency”) may be admitted to
membership as a Member Agency within the meaning of this Agreement, and thereby become
entitled to, and subject to, all of the benefits and obligations of this Agreement. To be qualified for
membership the Prospective Member Agency must be a political subdivision of the state, licensed
as a public water supply entity within the geographic area that it is physically practical for CIWW
to serve and that either CIWW has the capacity to serve, or CIWW and the Prospective Member
Agency have agreed to the financing and construction of the Capacity Expansion Project necessary
to provide additional capacity, with costs allocated to said Prospective Member Agency in
accordance with Section 7 of Article V of this Agreement.
Section 2. Application for Membership. Any qualified public entity may apply for
membership in CIWW by submitting a request for membership addressed to the Board. Upon
receipt of any such request, the Executive Director, the Executive Committee, and the Technical
Committee shall investigate such request, and each shall make their recommendations to the Board
regarding the application as promptly as circumstances reasonably permit. The Prospective
Member Agency shall pay an application fee in an amount determined by the Board that is
sufficient to cover the actual costs incurred by CIWW to review such application. The Board shall
approve or reject each application for membership, upon confirmation of conditions of
membership. The Prospective Member Agency shall be required to comply with any and all legal
requirements, including but not limited to notice and public hearing(s) required for any asset
transfer, prior to becoming a New Member Agency.
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Section 3. Conditions of Membership. The Board shall specify conditions of
admission to membership for each Prospective Member Agency, which conditions shall include:
(a) The amount of the Prospective Member Agency’s initial capital contribution;
(b) The new Prospective Member Agency’s initial Allocated Capacity, and the
payment or payments required to be made for such capacity, if any;
(c) The adoption of resolutions by the governing body of the Prospective Member
Agency: (i) authorizing its joinder in this Agreement, (ii) accepting all terms and
conditions of this Agreement, including without limitation the bond resolutions
under Article XVII, and (iii) agreeing to any conditions of membership the Board
specifies;
(d) Provisions for the point or points of connection of the Prospective Member Agency
to the facilities and sources of supply of CIWW and for the metering or calculation
of the quantity of water to be supplied;
(e) Provisions for dedication of any Water Supply Facilities of the Proposed Member
Agency, and for their transfer to CIWW to the extent of benefit to CIWW. New
Member Agencies admitted to membership shall be compensated for dedication
and transfer of production capacity only to the extent the dedicated and transferred
capacity exceeds the New Member Agency’s Total Capacity Requirement. The
compensation paid for any dedication of production capacity shall be the net book
value of the surplus capacity dedicated by the New Member Agency and in
substantially the same manner described in Schedule XIII-1;
(f) The effective date of membership and of operational connection; and
(g) Any other terms and conditions of membership that the Board deems to be
necessary or appropriate.
The financial conditions applied to admission of each Prospective Member Agency shall never be
more favorable than the terms which the Founding Agencies received when establishing CIWW.
Except as provided in Schedule XII-3, or absent exceptional circumstances, the financial
conditions for each Prospective Member Agency shall include a premium to reflect the risk
incurred by the Founding Agencies in creating CIWW, and the benefits created by the Founding
Agencies in establishing CIWW.
Section 4. Effecting Membership. A Prospective Member Agency approved by the
Board for membership shall become a New Member Agency after compliance with any conditions
of membership specified by the Board, by authorization of its governing body and execution of an
agreement of joinder in this Agreement that is filed as required by Section 28E.8, Iowa Code. Such
membership shall be effective as of the date of admission specified by the Board or the date of
filing with the Iowa Secretary of State, whichever is later.
Section 5. Effect of Joinder. By signing a joinder to this Agreement, each New
Member Agency agrees to all of the terms of this Agreement and covenants to take all steps
necessary to meet all of its obligations to CIWW, and to enable CIWW to meet its bond obligations
under Article XVII.
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ARTICLE XIII. TRANSFER OF ASSETS
Section 1. Acquisition of Designated Water Supply Facilities. As provided in
Section 7 of Article IV, CIWW shall acquire the Designated Water Supply Facilities from the
Water Producing Member Agencies, UWU, Waukee, and Xenia on the Operational
Commencement Date. Each such Member Agency has, or will have as part of the approval of
this Agreement, complied with all legal requirements including notices and public hearings
necessary for the transfer of the Designated Water Supply Facilities. The consideration to be paid
for asset transfers and other terms and conditions of such acquisitions shall be as set forth in
Schedule XIII-1 and Schedule IV-7 hereto. Each Member Agency transferring assets shall, except
as it may otherwise agree in writing between the Member Agency and CIWW, retain ownership
of its office building, but may lease space to CIWW for CIWW’s purposes. Except to the extent
otherwise described in Schedule IV-7, each Member Agency shall retain ownership of any grounds
it makes available for public use for park or recreational purposes, subject to such rights of ingress,
egress, and use that CIWW may require to make full use of the Designated Water Supply Facilities.
Any alteration of the Member Agency’s grounds, including, but not limited to, excavation, in order
to access the Designated Water Supply Facilities may only occur after obtaining permission from
the affected Member Agency, which shall not be unreasonably withheld. CIWW will be
responsible for restoring a Member Agency’s property that is altered at CIWW’s direction. Each
Member Agency reserves the right to control its parks and recreation grounds and to make rules
governing park or recreational use of its grounds.
Section 2. Outstanding Obligations Secured by the Transferred Assets. No transfer of
assets shall occur under this Article unless: (i) full and adequate provision is made for payment or
defeasance of any bonds or other obligations secured by the assets transferred, or full and adequate
provision is made for the assumption of said outstanding obligations by CIWW, where permitted,
(ii) compliance with all bond covenants required for the transfer of the assets is otherwise
established, or (iii) proper consent is obtained such that there will be no default or breach of
covenants under any such bonds or obligations. Asset transfers shall be free of all liens and
encumbrances, except the reversionary interest provided in Section 3 of this Article. Any
assumption by CIWW of outstanding obligations which financed transferred assets will adjust the
credit/consideration calculated under Section 1 of this Article in accordance with Schedule XIII-
1.
Section 3. Reversionary Interests in Transferred Assets. Each Member Agency that
transfers assets under this Article shall retain reversionary interests in the assets, properties and
interests transferred by it to CIWW under this Article, under which such assets, properties and
interests shall revert and be re-conveyed back to such Member Agency upon any invalidation of
this Agreement or upon the expiration or complete termination of this Agreement. The
reversionary interest shall not extend to or include any Capacity Expansion under Section 6 of
Article V. The reversionary interest shall be recorded as a matter of public record with respect to
any of the assets either in the instrument of transfer or in a separate document. Any asset that is
used for both Water Distribution Activity by any Member Agency and Water Supply Activity by
or on behalf of CIWW by any Operating Contractor at the time of any reversion of assets under
this Section shall be deemed a “Dual Use Asset,” regardless of when acquired. Dual Use Assets
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shall revert to the Member Agency using such asset for Water Distribution Activity upon any
invalidation of this Agreement or upon the expiration or complete termination of this Agreement.
Section 4. Funding of Consideration for Asset Transfer. CIWW shall fund cash
payments to Member Agencies required for asset transfer through capacity payments from other
Member Agencies, including New Member Agencies, under Article V or Article XII, or payments
from Member Agencies as set forth in Schedule XIII-1.
ARTICLE XIV. CIWW STAFF, CONSULTANTS, AND MANAGEMENT SUPPORT
Section 1. Staffing. CIWW shall employ an Executive Director selected by the Board
who shall be the CEO and General Manager of CIWW and serve at the pleasure of the Board. The
Board may elect to engage a qualified firm to provide the Executive Director’s services in lieu of
hiring an Executive Director.
Section 2. Initial Administrative Support Contract. CIWW and one or more Member
Agencies selected by the Board may enter into one or more initial administrative support
agreements for a minimum term of three (3) years from the Effective Date. The Member Agency
or Member Agencies will provide administrative services to CIWW, and be compensated as set
forth in Schedule XIV-2 to this Agreement. The Board may renew the agreements after three (3)
years, or retain a different entity to provide administrative support in the Board’s full discretion.
Section 3. Third Party Financial Advisor. CIWW shall engage one or more qualified
consultants to advise and support the Board in financial matters including budgeting, cost
allocation studies, rate setting, indebtedness, and other financial matters as set forth in Schedule
XIV-3. The financial advisor or advisors shall have professional responsibility to the Board to
advise on a competent and impartial basis.
Section 4. Legal Counsel. CIWW shall select and engage a general counsel (“Legal
Counsel”) on terms specified by the Board and such special counsel as the Board may from time
to time determine.
Section 5. Primary Engineering Consultant. CIWW shall select and engage a primary
engineering advisor on terms specified by the Board and such special engineering advisors as the
Board may from time to time determine.
Section 6. Other Staff and Contracts. The Board may determine to employ such other
staff and engage other consultants and advisors for such purposes and on such terms as it
determines to be necessary or appropriate, and may contract with third parties for all necessary or
desirable services and may define and enforce applicable parameters and benchmarks for the same.
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ARTICLE XV. BUDGET AND CAPITAL PLANS
Section 1. Fiscal Year. CIWW shall operate on a calendar year basis which shall be its
fiscal year.
Section 2. Budget and CIWW Capital Plan. The Board shall establish and adopt an
Annual Budget and CIWW Capital Plan as governed by a process as set forth herein and within
the timeline as provided in Schedule XV-2 as follows:
(a) Initial Budget and CIWW Capital Plan. On or before the Operational Commencement
Date or within twelve (12) months of the Effective Date, whichever first occurs, the
Board shall establish an Initial Budget and an Initial CIWW Capital Plan to govern
the period from the date of adoption of the Initial Budget to the expected Operational
Commencement Date, and for the first fiscal year after the Operational
Commencement Date. If the Initial CIWW Capital Plan and Initial Budget indicate a
need for an increase in the capital of CIWW to assure that CIWW is able to meet its
financial obligations as they become due until commencement of operations and for
the first fiscal year thereafter, then the Board shall increase the Initial Capital
Contributions specified in Section 9 of Article I and Schedule I-9, and each Member
Agency shall make the additional Initial Capital Contributions in accordance
therewith, within thirty (30) days of the Board’s adoption of the Initial Budget and
Initial CIWW Capital Plan.
(b) Annual Budget and CIWW Capital Planning. The Board shall annually adopt a
CIWW Capital Plan and an Annual Budget.
(i) CIWW Capital Planning. On or before May 31 of each year, the Executive
Director, with the assistance of the Third Party Financial Advisor and input
from the Long Range Planning and Capital Improvements Committee and
the Member Agencies, shall cause to be prepared and submitted to the Board
for approval a five-year CIWW Capital Plan as the Board determines is
necessary or appropriate to assure CIWW has adequate capital to achieve
the Long Range Plan, and to meet CIWW’s financial obligations as they
become due.
(ii) Annual Budget. On or before August 30 of each year, the Executive
Director, with the assistance of the Third Party Financial Advisor and input
from the Member Agencies, shall cause to be prepared and submitted to the
Board a proposed preliminary CIWW budget for the next fiscal year. The
Annual Budget shall specify the expected revenues and operating and
capital expenses of CIWW for the fiscal year, and shall make adequate
provisions to meet the obligations of CIWW, including Debt Service and
compliance with Bond covenants, and adequate provisions for operating
reserves, capital reserves, Capacity Expansions, and funding for asset
transfers. The Finance and Audit Committee and Technical Committee
shall review and may propose revisions to the preliminary budget. The
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Executive Director shall revise the preliminary budget based on the
committees’ reviews. The preliminary budget shall be considered by the
Board after a public hearing at a regular Board meeting in November of
each year and shall be adopted as the Annual Budget by the Board with such
revisions as it deems proper after the November public hearing.
(c) Modification of CIWW Capital Plan. The Board may vote to modify the Initial
CIWW Capital Plan, or any subsequent CIWW Capital Plan, only after providing
at least sixty (60) days’ written notice to all Member Agencies. A CIWW Capital
Plan may provide for a capital call on Member Agencies under Section 3 of this
Article.
Section 3. Capital Call on Member Agencies. A CIWW Capital Plan, as adopted or
modified under Section 2 of this Article, may provide for a capital call on Member Agencies
payable in one or more installments, provided that the payment shall become due at a time that is
at least sixty (60) days after the adoption of the CIWW Capital Plan (a “Capital Call”). Any Capital
Call shall be allocated among the Member Agencies on the basis of their respective Allocated
Capacities at the time of adoption of the Capital Call. Any Capital Call created by a Capit al Plan
creates a payment obligation for all Member Agencies to be paid according to the terms of the
Capital Plan.
Section 4. Return of Capital. Upon admission of each new Member Agency, the Board
may, to the extent funds are available for such purpose, provide for a pro-rata return of the capital
contributed by each prior Member Agency, plus a deemed rate of return based on any capital
premium charged to the New Member Agency. For so long as CIWW shall remain in existence,
no Member Agency or former Member Agency shall otherwise be entitled to any return of capital
at any time except in accordance with the provisions of the CIWW Capital Plan.
Section 5. Emergency Member Agency Assessments. In the event that unforeseen or
exigent circumstances arise such that CIWW’s revenues and capital resources are insufficient to
allow CIWW to meet its financial obligations as they become due, the Board shall issue one or
more “Emergency Member Agency Assessments” to the Member Agencies. Each Member
Agency’s portion of the Emergency Member Agency Assessment will be based on the Member
Agency’s pro rata share of the total Allocated Capacity as defined in Schedule V-3, as amended.
Each Emergency Member Agency Assessment shall be due and payable within thirty (30) days of
adoption of the assessment by the Board. Emergency Member Agency Assessments shall be
repaid, without interest, to the Member Agencies when and as the financial condition of CIWW
permits. To the extent a shortfall necessitating an Emergency Member Agency Assessment under
this section is due to one or more Member Agency’s failure to timely pay any of its financial
obligations to CIWW, CIWW may reallocate the shortfall to all other Member Agencies on an
adjusted pro-rata basis (excluding the non-paying Member Agency’s allocation in the calculation).
Repayment to Member Agencies who funded the Emergency Member Agency Assessment shall
be made from funds received by CIWW upon cure of the delayed payment by, or collection from,
the non-paying Member Agency.
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Section 6. Annual Budget Certification by Member Agencies. Each Member Agency
shall annually certify to CIWW, before the beginning of each Member Agency’s fiscal year, that
the Member Agency has reviewed the CIWW Annual Budget and imposed sufficient rates and
charges, or appropriated other funds, in its own budget sufficient in amount to timely pay its
payment obligations to CIWW during the next fiscal year as they become due.
ARTICLE XVI. FUNDS AND ACCOUNTS
Section 1. Funds and Investments. The Board shall establish and maintain appropriate
funds and accounts for the purposes set forth in this Agreement. All funds held by the Board shall
be accounted for, managed and invested in compliance with Iowa law, including but not limited
to, Chapters 12B and 12C, Iowa Code.
Section 2. Annual Audit. An independent auditor selected by the Board will annually
audit the financial statements of CIWW. Following the receipt of the audit report, the Board shall
deliver a copy of the annual audit to the Member Agencies and shall schedule a meeting of the
Board for the purpose of having representatives of the independent auditing firm submit an oral
presentation of the audit, and answer questions as may be posed to them by the Board.
ARTICLE XVII. CIWW PROJECT FINANCING; ISSUANCE OF BONDS AND
REFUNDING BONDS
Section 1. Project Funding. To the extent the CIWW Annual Budget, as may be
amended from time to time, contemplates financing a capital project, each Member Agency shall
make specific provision for payment of its allocated share of the financed project, and if sufficient
funds are not available to said Member Agency, each shall issue bonds, notes or other obligations
as it deems appropriate to fund its allocated share. Financing allocated costs of a capital project,
including the issuance of bonds, notes, or other obligations, shall be undertaken by Member
Agencies individually, to the extent necessary to capitalize their respective cost allocation, unless
the parties have agreed otherwise for CIWW to issue Bonds for said capital project. To the extent
such capital project is a Capacity Expansion Project, if CIWW issues Bonds, Debt Service on said
Bonds shall be allocated to Member Agencies in accordance with Section 7 of Article V hereof,
and collected by CIWW from the affected Member Agencies, along with rates imposed in
accordance with Schedule VI-2 hereof. If the capital project is not a Capacity Expansion Project,
but rather a Joint Capital Project as defined in Section 9 of Article V for which CIWW issues
Bonds, Debt Service on said Bonds will be administered by CIWW within the rates imposed
therein for Base Costs and Extra-Capacity Costs.
Section 2. Obligations Authorized. The Board is authorized to issue its Bonds and
Refunding Bonds under the authority of Chapter 28F of the Code, as amended, or as otherwise
may be authorized by law from time to time for the purposes set forth in this Agreement. The
Board also is authorized, in its discretion, to utilize existing reserves or other available funds to
pay all or any portion of the costs associated with the financing or refinancing of the acquisition,
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construction or expansion of any such water facilities deemed necessary or appropriate, in lieu of
issuing Bonds or Refunding Bonds for the same under this Agreement.
Section 3. Member Agency Consent to Issuance.
(a) By their approval and execution of this Agreement, the Founding Agencies hereby
consent to and authorize the Board, pursuant to Section 28F.3, Iowa Code, to issue Bonds in one
or more series, the aggregate principal amount not to exceed Nine Hundred Million Dollars
($900,000,000.00) for projects necessary to carry out the purposes of this Agreement, including
but not limited to construction of CIWW Water Supply Facilities to effectuate the CIWW Long
Range Plan, or the CIWW Capital Plan, each of which may be modified from time to time by the
Board. Without limitation, the initial scope of anticipated projects necessary to carry out the
purposes of this Agreement is included as Schedule XVII. Such Bonds may be issued and sold by
the actions of the Board in multiple series, at such times and from time to time over a period of
years, in such amounts, to such purchasers and for such purposes, by either public or private sale,
at fixed or variable rates of interest as shall be prevailing at the time of issuance of the Bonds, but
which shall not exceed fifteen percent (15%) per annum in any event, with such covenants and
terms and in such form and manner as the Board shall determine to be appropriate, in its sole
discretion. Each new Member Agency shall provide the same consent and authorization upon
joinder in this Agreement.
(b) Included within the Bonds authorized in subsection (a) hereof, the Founding
Agencies hereby consent to and authorize the Board, pursuant to Section 28F.10, Iowa Code,
which is incorporated herein by this reference, to issue Refunding Bonds for the purpose of
refunding or refinancing any of the Bonds during the term of this Agreement. Such Refunding
Bonds may be issued and sold by actions of the Board in multiple series, at such times and from
time to time over a period of years, in such amounts, to such purchasers by either public or private
sale, at such rates of interest as shall be prevailing at the time of issuance of the Refunding Bonds,
but which shall not exceed fifteen percent (15%) per annum in any event, with such covenants and
terms and for the purpose of refunding or refinancing such series of Bonds as the Board shall
determine to be appropriate. Each new Member Agency shall provide the same consent and
authorization upon joinder in this Agreement.
(c) To the extent permitted by law, the Board is authorized to and may enter into,
amend or terminate, as it determines to be necessary or appropriate, Interest Rate Agreements or
other contracts entered into for the benefit of CIWW or for the benefit of any of the holders of the
Bonds or Refunding Bonds to facilitate the issuance, sale, resale, purchase, repurchase or payment
of any of the Bonds or Refunding Bonds, including bond insurance, letters of credit and liquidity
facilities.
Section 4. Not General Obligations. The principal of and interest on all Bonds and
Refunding Bonds issued under this Agreement shall be payable solely from and secured by the net
revenues of CIWW and from other funds of CIWW lawfully available therefore as provided in
Section 28F.5, Iowa Code, or other applicable provisions of law, and the Bonds and Refunding
Bonds shall not in any respect be general obligations of the Member Agencies, nor shall the
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Member Agencies be in any manner liable by reason of such net revenues or other funds being
insufficient to pay the Bonds and Refunding Bonds.
Section 5. Allocations of Debt Service. Following the issuance of the Bonds and
Refunding Bonds and for so long as any of the Bonds and Refunding Bonds remain outstanding,
the Debt Service thereon shall be allocated to the Member Agencies in accordance with this
Agreement, and each Member Agency agrees to pay its share of such Debt Service allocated
pursuant to Sections 6 and 7 of Article V, to CIWW at the times set forth in this Agreement. In
the event of a failure by a Member Agency to make any payment due to CIWW as required under
this section of the Agreement, which failure continues for a period of ten (10) days, the unpaid
amount shall bear interest from the date due until paid at a rate equal to twelve percent (12%) per
annum (or the maximum rate allowable by Iowa law, whichever is less). Failure to make a required
payment which continues for a period of thirty (30) days shall constitute an Event of Default
hereunder without further demand by CIWW and be subject to Article XXIII hereof.
Prior to any Bond or Refunding Bond sale, any Member Agency may make a cash payment for its
estimated share, allocated in accordance with Section 7(b) or (c) of Article V, of one or more of
the Capacity Expansion Project improvements to be financed or refinanced from the specific Bond
or Refunding Bond issue. Upon Board acceptance of such Capacity Expansion Project, the Board
shall reconcile the Member Agency’s cash contribution to its actual share of the project costs as
determined under this Agreement. The difference between the Member Agency’s actual cost and
its cash contribution shall be paid by or to the Member Agency within twelve (12) months.
Section 6. Restriction on Withdrawal. No Member Agency may withdraw or in any
way terminate, amend or modify its obligations under this Agreement to the detriment of the
holders of CIWW Bonds and CIWW Refunding Bonds while any CIWW Bonds and CIWW
Refunding Bonds are outstanding and unpaid, and the provisions of Section 28F.3, Iowa Code,
with respect thereto are hereby approved and accepted. Article XXII herein governs the limitations
and processes for Member Agency withdrawal.
Section 7. Future Interpretation. The provisions of this Article are intended and shall
be construed as to fully invoke the provisions of Chapter 28F, Iowa Code, with respect to the
issuance of the Bonds and Refunding Bonds by the Board as described herein, and to reflect the
full authorization, consent and agreement of the Member Agencies with respect thereto.
ARTICLE XVIII. ACQUISITION AND DISPOSITION OF PROPERTY
Section 1. Acquisition. In addition to asset transfers under Article XIII, CIWW may
acquire such property as it needs to accomplish its purposes by purchase, gift, exchange, transfer,
conveyance or otherwise, and shall hold all real, personal and intangible property which it acquires
in its own name. To the full extent authorized by law and this Agreement, by authority of chapter
28E’s joint exercise of Member Agencies’ powers, privileges and authorities, Member Agencies
hereby expressly delegate and empower CIWW to acquire real property or an interest therein for
a public use or purpose related to CIWW’s function by use of the power of eminent domain in
accordance with Chapters 6A and 6B, Iowa Code. CIWW is authorized to bring an eminent domain
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action in its own name, or CIWW may request a Member Agency to bring such action in its name
on behalf of CIWW, provided CIWW shall fully reimburse the Member Agency for all costs of
the proceeding, including reasonable attorneys’ fees and damages to be paid to the owner of the
property being so acquired, and all related administrative and legal expenses. In the event the
Board determines not to pay the award made by the compensation commissioners and take
possession of the property at the conclusion of the eminent domain proceedings or any appeal
thereof, CIWW shall nevertheless reimburse the Member Agency for the costs and expenses,
including any attorney fees or damages awarded to the property owner.
Section 2. Disposition. CIWW may dispose of any of its property and shall do so in
the same manner as a city under Section 364.7, Iowa Code, provided, however, that any such
transfer shall be subject to any rights of reversion provided by this Agreement, unless released or
waived by the holder of the right of reversion. CIWW shall provide notice to any purchaser or
recipient of CIWW property of any reversionary interests held by a Member Agency. All proceeds
from the sale or disposition of property, no matter the origin of such property, shall be the property
of CIWW, except for any payment made to any holder of a reversionary interest that is m ade in
exchange for release of such reversionary interest.
ARTICLE XIX. WATER SHORTAGE PLAN
Section 1. Water Shortage Plan. The Water Shortage Plan attached as Schedule XIX-
1 is hereby adopted by CIWW effective as of the Operational Commencement Date. Such Water
Shortage Plan may be amended by the Board at any time.
Section 2. Adoption of Rules and Ordinances. Member Agencies shall enact water
shortage provisions in their respective rules and ordinances to the extent necessary to comply with
their obligations under the Water Shortage Plan.
ARTICLE XX. AMENDMENTS TO THIS AGREEMENT
Section 1. Amendments. This Agreement, including its Schedules, may be amended
by action of the Board that is confirmed by Member Agency vote under Article XI, except that
any amendment that effectively terminates this Agreement shall require the affirmative vote of
two-thirds (2/3) of all Member Agencies.
Section 2. Board Modifiable Schedules. Notwithstanding Section 1 of this Article, the
following Schedules may be updated or amended by vote of the Board and without a Member
Agency vote: Schedule I-2, Schedule I-9, Schedule I-10, Schedule IV-1, Schedule IV-11, Schedule
IV-12, Schedule IV-19, Schedule V-3, Schedule XIV-2, Schedule XIV-3, Schedule XV-2, and
Schedule XIX-1 (the “Board Modifiable Schedules”).
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Section 3. Limits on Amendments to Terms and Schedules.
(a) Notwithstanding Section 1 of this Article, for a period of seven (7) years from the
Effective Date, no amendment shall be made without the unanimous consent of the
Member Agencies to the following Articles, Sections and Schedules of this
Agreement:
(i) The following section of Article I Purposes and Establishment of Legal
Entity:
a. Section 14 Term and Period of Existence
(ii) The following section of Article III Limitations of Scope and CIWW
Powers and Operations:
a. Section 1 Prohibited Activities
(iii) The following sections of Article IV CIWW Exclusive Supply Rights and
Service Obligations and Transfer of Existing Facilities:
a. Section 1 Exclusive Supply Rights
b. Section 5 Limitations on Founding Agency Water Supply Activities
c. Section 7 Transfer and Operation of Existing Water Supply
Facilities
d. Section 9 Repair, Replacement, Updating, Improvement and
Expansion
e. Section 10 Saylorville Water Treatment Plant Expansion
f. Section 14 Total Service Agreements
g. Section 15 Wholesale Water Service Master Agreement
h. Section 16 Other Preexisting and Potential Future Wholesale
Relationships
i. Section 18 Member Agency Obligations
(iv) The following sections of Article V Water Supply Facility Operating
Contracts, and Capacity Expansion:
a. Section 1 Operating Contracts
b. Section 2 Actual Cost Recovery
c. Section 3 Initial Capacity Allocations
d. Section 4 Saylorville Expansion Capacity Allocations
e. Section 5 New Member Agency Allocations
f. Section 6 Capacity Expansions
g. Section 7 Costs of Member Agency Funded Capacity Expansions
(v) The following sections of Article VI Wholesale Rates to Member Agencies:
a. Section 1 Rates to Recover Costs
b. Section 2 Annual Determination of Revenue Requirement
c. Section 3 Volume and Max Day Demand of Member Agencies
d. Section 4 Individual Rates
e. Section 5 Charges for Excess Consumption
(vi) The following sections of Article VIII Governing Board:
a. Section 1 Governing Body
b. Section 2 Initial Composition of Board
c. Section 3 Size of Board
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d. Section 4 Additional Trustees
e. Section 11 Weighted Voting by Board
(vii) The entirety of Article XIII Transfer of Assets
(viii) The following sections of Article XX Amendments to this Agreement:
a. Section 1 Amendments
b. Section 3 Limits on Amendment to Terms and Schedules
(ix) The following section of Article XXII Withdrawal of Member Agencies:
a. Section 3 Restrictions and Limitations on Voluntary Withdrawal of
Member Agencies
(x) The entirety of Article XXIV Extension and Termination of Agreement
(xi) The following schedules:
a. IV-7 Designated Water Supply Facilities
b. V-2 Costs Payable to Water Producing Member Agencies
c. V-5 Charges for Future Capacity Allocations
d. VI-2 Mandatory Rate Principles
e. VI-3 Assumptions Used to Estimate Volume of Unmetered Water
Used by DMWW
f. VI-5 Charges for Excess Consumption
g. XIII-1 Asset Transfer Terms
h. XXII-3 Mandatory Exit Payments for Voluntary Termination of
Agreement
(b) Notwithstanding Section 1 of this Article, the Board and Member Agencies may
not adopt, nor purport to adopt, any amendment to the Agreement that adversely
affects any operating contract rights, asset transfer provisions, or rights of reversion
of any Water Producing Member Agency as provided in this Agreement without
the affirmative consent of the governing body of the affected Water Producing
Member Agency. Affirmative consent for purposes of this section requires a
resolution adopted by the governing body of the affected Water Producing Member
Agency.
Section 4. Explanation of Amendment. An explanation of the reasons for any proposed
amendment requiring a vote of the Member Agencies shall be adopted by the Board and shall be
included in the transmission of the proposed amendment to the Member Agencies prior to their
vote.
Section 5. Filing and Effectiveness. If any proposed amendment is approved as
provided herein, the amendments shall be filed with the Iowa Secretary of State as required by
Section 28E.8, Iowa Code, and shall be effective, unless the amendment otherwise provides, upon
such filing. Any such amendment shall be binding upon all Member Agencies without further
agreement or joinder by any Member Agency.
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ARTICLE XXI. BEST EFFORTS/LIMITATION OF LIABILITY/INDEMNITY
Section 1. Disclaimers. The Founding Agencies agree that the Designated Water
Supply Facilities and any CIWW facilities designed and constructed for or by CIWW are special
purpose facilities. Neither CIWW, the Board, nor any of the Water Producing Member Agencies
warrants or guarantees that the facilities existing as of the date of this Agreement or created under
this Agreement have been, or will be designed or constructed to function efficiently or accomplish
the purpose for which they are used or were designed. CIWW accepts, and shall at the time of
asset transfer accept, all of the Designated Water Supply Facilities “as-is” and with all faults.
CIWW acknowledges that no representations or warranties have been provided to CIWW
regarding the Designated Water Supply Facilities, and CIWW takes such facilities at its own risk.
Section 2. Best Efforts. Each Member Agency agrees to cooperate in good faith with
CIWW, the Board, and the other Member Agencies to exercise diligence in performing its
obligations hereunder, and to use its best efforts to carry out the provisions of this Agreement. The
Board will exercise the judgment that a public body generally exercises in the selection of the
design engineer or engineers, letting the construction contracts, and in monitoring the actual
construction of any new facilities.
Section 3. No Liability. Neither CIWW nor any Water Producing Member Agency
shall be liable to any Member Agency by reason of any failure to provide any water services
contemplated by this Agreement, or for any error of judgment on the part of the Board or any
Water Producing Member Agency, except for any bad faith or willful disregard for the terms of
this Agreement. CIWW agrees to defend and indemnify any Water Producing Member Agency
from any claims brought by any Member Agency or any third party related to any failure to provide
any water services contemplated by this Agreement, or for any error of judgment on the part of the
Board or any Water Producing Member Agency, except for bad faith or willful disregard for the
terms of this Agreement. The indemnity provided by this section includes CIWW’s payment of
Water Producing Member Agency’s reasonable attorneys’ fees incurred in defending any action
or claim.
Section 4. Limitations of Liability. NO PARTY (INCLUDING CIWW) SHALL BE
LIABLE TO ANY OTHER PARTY UNDER THIS AGREEMENT FOR CONSEQUENTIAL,
INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR
COSTS OF REPLACEMENT CAPITAL, EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THIS
SECTION DOES NOT LIMIT THE POWERS OF CIWW WITH RESPECT TO MEMBERS
UNDER ARTICLE XV, NOR PRECLUDE ANY AVAILABLE REMEDIES OF CIWW AS TO
MEMBERS SET FORTH IN ARTICLE XXIII.
Section 5. Indemnification. Each of the Member Agencies and CIWW (“Indemnifying
Party”), to the fullest extent permitted by law, hereby agree to indemnify, defend, pay on behalf of,
and hold harmless any other Member Agency and CIWW and their respective elected officials, as
appointed officials, agents, employees and volunteers, and others working on behalf of such party
(“Indemnitees”), against any and all claims, demands, suits, damages or losses, together with any
and all outlay and expense connected therewith including, but not limited to, attorneys’ fees and
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court costs, that may be asserted or claimed against, recovered from or suffered by the Indemnitees
by reason of any injury or loss arising out of any wrongful act or omission of the Indemnifying Party,
including, but not limited to, bodily injury or death, property damage, including loss of use thereof,
and economic damages that arise out of or are in any way connected to this Agreement. No party
shall have any right of indemnity for damages or claims proximately caused by its own negligent or
intentionally wrongful acts. Each party’s agreements and obligations as set forth in this Section are
applicable for the duration of and following expiration or termination of this Agreement, regardless
of the manner of termination, and notwithstanding other provisions of this Agreement.
ARTICLE XXII. WITHDRAWAL OF MEMBER AGENCIES
Section 1. Duration of Membership. Each Founding Agency and each New Member
Agency shall continue its membership until the Member Agency voluntarily terminates its
membership herein, as hereafter provided. Any withdrawal by a Member Agency shall not
constitute or cause termination of this Agreement.
Section 2. Voluntary Termination of Membership. Subject to the restrictions and
limitations of Section 3 of this Article, a Member Agency may voluntarily withdraw from
membership in CIWW on not less than five (5) years’ written notice to the Board to be effective
on the last day of the calendar year after the requisite period of notice has elapsed. In order to
withdraw from membership, the governing authority of the Member Agency must adopt a
resolution to withdraw, and a certified copy of the resolution to withdraw must be sent to the Board
Chair, unless the Chair is a representative from the withdrawing Member Agency, in which case
notice must be sent to the Vice-Chair.
Section 3. Restrictions and Limitations on Voluntary Withdrawal of Member
Agencies.
(a) The Member Agencies acknowledge that under current law no Member Agency
may withdraw or in any other way terminate, amend or modify its obligations under
this Agreement to the detriment of the holders of CIWW’s issued Bonds while any
of the Bonds are outstanding and unpaid. Accordingly, no withdrawal, termination,
amendment, or modification of the obligations of a Member Agency under this
Agreement shall be effective unless adequate provision is made in accordance with
section 28F.3 for defeasance and/or payment of Member Agency’s allocation of
issued and outstanding Bonds, including without limitation payment in full of any
unpaid Capital Call.
(b) The Board, in its sole discretion, may require the Member Agency seeking
withdrawal from this Agreement to pay to CIWW an amount determined by the
Board to be necessary to fully fund the future payment obligations of the Member
Agency with respect to Debt Service on all Bonds as allocated to the Member
Agency under the provisions of this Agreement or any other future agreement
related thereto.
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(c) Any Member Agency that voluntarily withdraws shall pay within thirty (30) days
of the effective date of the termination of the Member Agency as a member of this
Agreement: (i) a “Mandatory Exit Payment” calculated in the manner prescribed in
Schedule XXII-3; (ii) reasonable attorneys’ fees incurred by CIWW related to the
Member Agency’s withdrawal; and (iii) any costs incurred by CIWW to disconnect
the departing Member from CIWW Water Supply Facilities.
(d) A Member Agency that voluntarily withdraws from membership and participation
in this Agreement relinquishes its rights to previously contributed capital, and to
any reversionary interests in any assets transferred to CIWW. Any Member Agency
that voluntarily withdraws is not entitled to any interest in any CIWW assets if after
the Member Agency voluntarily withdraws, CIWW’s existence terminates as
provided in this Agreement. The Member Agency voluntarily withdrawing is not
entitled to compensation for the interests relinquished.
ARTICLE XXIII. DEFAULT AND REMEDIES
Section 1. Definition of Event of Default. “Event of Default” as to CIWW or any
Member Agency means:
(a) The failure to make payment as required under this Agreement or perform or
observe any obligations or covenants under this Agreement, including without
limitation any obligation of or relating to water service or under any Capital Call,
except that an Event of Default under this subsection (a), other than a non-payment
of debt service allocation as provided in Section 5 of Article XVII, shall not include
a delay or failure of payment that is cured within thirty (30) days of a demand for
payment, or any other failure of performance that is cured within ninety (90) days
of a demand for cure or other corrective action;
(b) The affirmative repudiation of any obligation of payment or of any covenant of this
Agreement, or under any related agreement except that an Event of Default under
this subsection (b) shall not include any such action that is cured within thirty (30)
days of a demand for cure;
(c) A receiver is appointed in relation to a Member Agency or CIWW, or in relation to
any of the assets of a Member Agency or CIWW;
(d) A Member Agency or CIWW becomes insolvent, fails or admits in writing its
inability generally to pay its debts as they become due;
(e) A Member Agency or CIWW makes a general assignment, arrangement or
composition with or for the benefit of its creditors;
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(f) A Member Agency or CIWW institutes a proceeding seeking a judgment of
insolvency or bankruptcy or any other relief under any bankruptcy or insolvency
law or other similar law affecting creditors’ rights;
(g) A Member Agency or CIWW has instituted against it a proceeding seeking a
judgment of insolvency or bankruptcy or any other relief under any bankruptcy or
insolvency law or other similar law affecting creditors’ rights, or a petition is
presented for its winding-up or liquidation, and such proceeding or petition (i)
results in a judgment of insolvency or bankruptcy or the entry of an order for relief
or the making of an order for its winding-up or liquidation or (ii) is not dismissed,
discharged, stayed or restrained in each case within ninety (90) days of the
institution or presentation thereof.
Section 2. Member Agency Default and CIWW Remedy. Upon the occurrence of an
Event of Default as defined in Section 1 of this Article by or attributable to any Member Agency,
CIWW may, at the direction of the Board, give the Member Agency notice of default , and after
any applicable period of cure has expired:
(a) Suspend provision of water service to the defaulting Member Agency until such
time as Member Agency shall cure the default;
or
(b) Bring a claim in arbitration for damages under Section 4 of Article XXV, or if
CIWW so elects, in one or more actions at law or in equity in the Iowa District
Court for Polk County to the extent allowed by Section 5 and 6 of Article XXV; or
(c) Exercise any other rights and remedies individually or collectively available to it
by law or agreement.
Section 3. CIWW Default and Member Remedy. Upon the occurrence of an Event of
Default, as defined in Section 1 of this Article by or attributable to CIWW that adversely affects
any Member Agency, the Member Agency shall have the right, at the direction of its governing
body, to give CIWW notice of default and after any applicable period of cure has expired:
(a) Terminate its membership under Section 2 of Article XXII, without regard to the
five-year notice provided therein, and cancel its contracts with CIWW;
(b) Commence proceedings for an order of the Court for termination of this Agreement
under Section 2(b) of Article XXIV;
(c) Bring a claim in Arbitration under Section 4 of Article XXV or if the Member
Agency so elects, bring one or more actions at law or in equity in the Iowa District
Court for Polk County to the extent allowed by Sections 5 and 6 of Article XXV;
(d) Exercise any other rights and remedies individually or collectively available to it
by law or agreement.
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ARTICLE XXIV. EXTENSION AND TERMINATION OF AGREEMENT
Section 1. Extension of Term. This Agreement may be extended beyond the
termination date specified in Section 14 of Article I for an additional specified term not to exceed
forty (40) years by written consent of not less than two-thirds (2/3) of the Member Agencies. Any
Member Agencies that do not consent to such extension within ninety (90) days after receiving
notice that the requisite number of Member Agencies have consented to the extension shall be
deemed to have voluntarily terminated their membership as provided in Section 2 of Article XXII
without further notice by such Member Agency, with such termination to be effective as of the
date the period of notice expires.
Section 2. Termination Provisions. This Agreement may terminate earlier than the
termination date only upon:
(a) the requisite vote of the Board and the Member Agencies as provided by Article
XI; or
(b) A final order of a court having jurisdiction in an action by a Member Agency after
a CIWW default where the Court finds that termination is warranted and in the best
interests of the public.
Section 3. Disposal of Assets upon Termination. Upon termination of this Agreement
after expiration of the Agreement’s term, or for any other reason, the assets of CIWW that have
not previously been disposed of by the Board shall, after payment in full of, or making provision
for payment in full of all CIWW liabilities, be distributed to the Member Agencies as follows:
(a) Each Member Agency shall be deemed to acquire, and thereafter to possess
ownership interests in the CIWW Water Supply Facilities and assets in which it has
a reversionary interest on the date of CIWW’s termination. Such ownership by
reversion shall be documented and confirmed by deed, assignment, or other
conveyance documents issued by CIWW to be effective as of the date of
termination. In each case, the ownership interest of a Member Agency in a
particular CIWW Water Supply Facility or asset shall be equal to the reversionary
interest retained by the Member Agency in the specific CIWW facility or asset,
under the terms of this Agreement according to the record of reversionary interests
maintained by the Board. Such interest shall be conveyed as a tenancy in common
with the other Member Agencies to the extent any particular property or asset has
any non-reversionary interests held by CIWW on the date of termination, including
without limitation by reason of Capacity Expansions after the Asset Transfer Date.
(b) Dual Use Assets shall revert to the Operating Contractor using them for Water
Distribution purposes as of the date of termination. Any Dual Use Asset used for
Water Distribution Purposes by multiple Member Agencies shall revert to such
Member Agencies as tenants in common.
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(c) Except to the extent provided in Subsection (a) and Subsection (b) of this Section,
all of the other assets and properties of CIWW, including without limitation
Capacity Expansions constructed by CIWW after the Asset Transfer Date, shall be
distributed to the Member Agencies as tenants in common in proportion to their
respective Allocated Capacities as of the date of termination, subject to any
reversionary interest of any Member Agency under Subsection (a) of this Section.
Such distribution shall be documented and confirmed by deed, assignment, or other
conveyance documents issued by CIWW to be effective as of the date of
termination.
(d) The distribution of assets under this Section 3 shall be subject to an equitable
interest in favor of each entity that is a Member Agency on the date of termination
of this Agreement that entitles each such entity to continue to be served by the
output of water produced by the assets on a proportionate basis to the extent of their
respective Allocated Capacities. Dual Use Assets shall be subject to an equitable
interest in favor of continued use for Water Supply Activity by Member Agencies.
Such service entitlement and continued use shall be on reasonable terms and
conditions established among the parties by good faith negotiation, or if they fail to
so agree, may be enforced by equitable proceedings commenced in the Iowa
District Court for Polk County.
ARTICLE XXV. GENERAL
Section 1. Provisions to be Severable. If any provision of this Agreement is held to be
invalid by a court of competent jurisdiction, the invalidity of any such provision shall not affect
the other provisions of this Agreement that can be given effect without the provision determined
to be invalid, and to that end, the provisions of this Agreement are severable.
Section 2. Insurance. CIWW shall procure and maintain its own insurance to cover
applicable risk, including, but not limited to, cyber, property, casualty, and workers’ compensation
insurance. CIWW shall require all contractors and subcontractors to have and maintain bonds and
insurance in applicable contract documents. The insurance maintained by CIWW and the insurance
required of contractors and subcontractors to CIWW shall be established by the Board from time to
time. Each Member Agency shall procure such insurance covering the Member Agency’s risks as
the Member Agency may determine. CIWW and each Member Agency waive subrogation for all
claims, suits, damages, and demands that are covered by their own insurance, including but not
limited to cyber, property, casualty, and workers’ compensation insurance.
Section 3. Notices. Notices which CIWW or its Member Agencies are authorized or
required to give one another pursuant to this Agreement shall be in writing and may be personally
delivered, may be sent by ordinary mail or delivery service to the addresses for such party reflected
in the records of CIWW, or may be sent by electronic means, including email. Notice by personal
delivery, by delivery service, or by electronic means shall be effective upon actual receipt. Mailed
notices shall be effective and deemed to be received by the party to whom directed three (3) days
after deposit in the United States mail.
56
Section 4. Arbitration.
(a) CIWW and all Member Agencies agree that any challenge to rates or to any
modification to the CIWW Capital Plan adopted by action of the Board and approved
by the Member Agencies and any claims for money damages arising between or
among them with regard to matters within the scope of this Agreement shall be
submitted to mandatory, binding arbitration at the request of any party. A request for
arbitration must be in the form of a written notice requesting arbitration. Such notice
shall identify each disputed matter to be submitted to arbitration. In the absence of
agreement by the parties to the contrary, the question or questions to be arbitrated
shall be those specified in the notice requesting arbitration.
(b) If the parties agree, there may be one arbitrator. If they fail to agree on a single
arbitrator, there shall be three arbitrators, one named in writing by the party or parties
requesting arbitration, one named in writing by the adverse party or parties, and the
third chosen by the first two arbitrators so chosen.
(c) The party or parties requesting arbitration shall choose an arbitrator within ten (10)
days following the parties’ decision that they will not agree to use one arbitrator.
Failure to do so shall be deemed a waiver of its request for arbitration. If the adverse
party or parties desire to appoint a different arbitrator, they shall name their arbitrator
within ten (10) days following the receipt of notice of the naming of the first
arbitrator. The two arbitrators first chosen shall name the third arbitrator within ten
(10) days following the selection of the second arbitrator. Extensions of the time
periods to select arbitrators shall not be unreasonably withheld if requested prior to
the original deadlines above. Should any party refuse or neglect to supply the
arbitrators with any papers or information requested in writing by the arbitrators, the
arbitrators are empowered to proceed ex parte. The parties shall agree on the rules to
govern the conduct of the arbitration, but in the absence of such an agreement, the
most recently published commercial arbitration rules of the American Arbitration
Association shall be deemed to apply. The arbitrator or arbitrators must provide a
minimum of thirty (30) days’ notice before the date set for any hearing on the merits
of the dispute.
(d) No one shall be qualified to act as an arbitrator if service in such role would create a
conflict of interest. Each arbitrator selected shall be qualified by experience and
knowledge of the matter to be submitted to arbitration. Conflicts of interest include,
but are not limited to: (i) current service on the board, commission, council, or other
governing body of CIWW or any Member Agency that is a party to the dispute; (ii)
current employment, either as an employee or independent contractor, by CIWW or
any Member Agency; (iii) employment, either as an employee or independent
contractor, within the last five (5) years by CIWW or any Member Agency; (iv) any
prior participation in negotiations related to the dispute; (v) any direct involvement
in the dispute, including as a witness to relevant facts; and (vi) other circumstances
that would materially impair the ability of the individual to serve as a neutral
arbitrator.
57
(e) If there is one arbitrator, the award of the sole arbitrator shall be binding; if three, the
agreed upon award of any two shall be binding. The award may be set aside only for
reasons permitted under Iowa law.
(f) The award of the arbitrator or arbitrators shall be in writing and separately state the
factual and legal analysis relied upon to reach the decision, and it shall not be open
to objection on account of the form of the proceeding or the award.
(g) The arbitrator or arbitrators may retain special counsel for the purpose of conducting
the arbitration proceedings and preparing the arbitration award. In selecting special
counsel, the arbitrator or arbitrators may not retain any attorney who has represented
CIWW or a Member Agency within the last five (5) years.
(h) The costs of arbitration and reasonable attorneys’ fees for both parties shall be paid
by the party requesting arbitration if it does not prevail in said arbitration
proceedings. If the party requesting arbitration prevails in the arbitration proceedings,
the cost of arbitration shall be shared equally by the parties. Costs of the arbitration
include, but are not limited to, fees to the arbitrator or arbitrators, special counsel
fees, and any other costs of the proceeding, but excluding reasonable attorneys’ fees.
If the party requesting arbitration prevails, each party shall be responsible for its own
attorneys’ fees. Unless CIWW is a party to the arbitration, CIWW will not be liable
for any costs or fees related to the arbitration, except CIWW’s own reasonable
attorneys’ fees if such fees are necessary.
(i) All Member Agencies consent that any award granted through arbitration will be
confirmed in the Iowa District Court for Polk County.
Section 5. Specific Performance. In addition to any other remedies available under
applicable law, CIWW, the Board, and each Member Agency shall have the right to the equitable
remedy of specific performance to enforce compliance with any provision of this Agreement.
Section 6. Actions in Court. Except for disputes covered by Section 4 of this Article
XXV requiring arbitration, any Party may bring an action in Court for declaratory relief, for specific
performance, or for any equitable remedy. Any such action shall be brought in the Iowa District
Court in Polk County. EACH PARTY WAIVES TRIAL BY JURY IN ANY SUCH ACTION.
Section 7. Duty to Mitigate. Each Party agrees that it has a duty to mitigate damages
under this Agreement and covenants that it will use reasonable efforts to minimize any damages it
may incur as a result of an Event of Default involving any other Party.
Section 8. No Third Party Benefit and Limitation. Neither the provisions of this
Agreement nor the provisions of any agreement that CIWW may have with any Member Agency
or any other public or private agency shall inure to the benefit of any other entity, or any individual
resident, taxpayer, or ratepayer of any Member Agency. Except as expressly provided in this
Agreement, neither this Agreement nor any agreement that CIWW may have with any Member
Agency or any other public or private agency may be the basis of a claim or cause of action on
behalf of any other person or entity against any Member Agency or any of their respective
residents, taxpayers, or ratepayers.
58
Section 9. Entire Agreement. This Agreement, including the Schedules attached hereto,
is the entire agreement between the parties respecting the formation and operation of CIWW. Any
subsequent change or modification to the terms of this Agreement shall be in the form of a duly
approved and executed amendment to this Agreement.
Section 10. Governing Law. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of Iowa.
Section 11. Partnership Disclaimer. Nothing in this Agreement is intended nor shall be
construed as in any way creating or establishing a partnership between the parties hereto, nor as
constituting any party as an agent or representative of the other for any purpose or in any manner,
other than as specified herein.
Section 12. Counterparts. This Agreement may be executed in multiple counterparts,
each of which so executed shall be deemed to be an original.
Section 13. Force Majeure. No party shall be liable for any failure to perform any or all
of the provisions of this Agreement if and to the extent performance has been delayed or prevented
by reason of any cause beyond the reasonable control of such party. The expression “cause beyond
the reasonable control” and the term “Force Majeure” as used in this Agreement shall mean and
be deemed to include, but not be limited to acts, regulations, laws, or restraints imposed by any
governmental official or body; wars, hostilities, sabotage, riots, or commotions; acts of God;
pandemic; or fires, floods, storms, or lightning.
Section 14. Service Territories. The retail service territories of Member Agencies, and
any transfers of retail customers or territories between Member Agencies shall be governed by
applicable state and federal statutes, including but not limited to Sections 357A.2 and 357A.21,
Iowa Code, and other applicable law, except as they may otherwise expressly agree. Provided,
however, in the event of a written agreement between Member Agencies, as identified on Schedule
XXV-14 or entered into after the date of this Agreement, the written agreement shall control and
nothing in this Agreement shall supersede the agreement between those Member Agencies.
Section 15. Territory Disputes Among Members. Each Member Agency agrees that it
will negotiate in good faith with respect to any claims or disputes with other Member Agencies
concerning their respective retail service territories and any other water utility operations matters.
No Member Agency shall commence any legal action against any other Member Agency to resolve
any such claim or dispute unless it has first conducted mediation of such claim or dispute with a
neutral mediator selected by the Executive Director for a period of not less than thirty (30) days.
The parties to any such mediation shall be deemed to have agreed to the tolling of any applicable
statute of limitations during the pendency of any mediation under this provision.
59
ARTICLE XXVI. DEFINITIONS
Section 1. Definitions. For purposes of this Agreement, the following words and
phrases shall have the following meanings:
(a) “Additional Trustee” is defined in Section 4 of Article VIII.
(b) “Agreement” shall mean this 28E/28F Agreement, as the same may be amended
and supplemented from time to time.
(c) “Allocated Capacity” is defined in Section 3 of Article V.
(d) “Annual Budget” is defined in Article XV.
(e) “ASR” shall mean aquifer storage and recovery.
(f) “Board” shall mean the CIWW board of trustees created under this Agreement.
(g) “Board Modifiable Schedules” is defined in Section 2 of Article XX.
(h) “Bonds” shall mean any and all bonds, notes, loans or lease agreements, interim
obligations, or other obligations issued by CIWW as authorized under Chapter 28F,
Iowa Code, or any other applicable provision of law, for the purposes authorized
under Chapter 28F, Iowa Code, to finance the costs of facilities and improvements
to the CIWW Water Supply Facilities described in this Agreement.
(i) “Capacity Expansion” and “Capacity Expansion Project” are defined in Section 6
of Article V.
(j) “Capacity Lease Charges” is defined in Schedule VI-5.
(k) “Capital Contributions” shall mean funds provided to capitalize CIWW by Member
Agencies either by Initial Capital Contribution, Capital Call or otherwise.
(l) “Capital Call” is defined in Section 3 of Article XV.
(m) “CIWW” means the Central Iowa Water Works entity established and operating as
described in this Agreement.
(n) “CIWW Capital Plan” means any modified capital plan adopted after the Initial
CIWW Capital Plan under Section 2 of Article XV.
(o) “CIWW Long Range Plan” is defined in Section 1 of Article VII.
(p) “CIWW Water Supply Facilities” means all facilities used by CIWW to produce,
store, or transport water.
60
(q) “Core Network” means the system of Water Supply Facilities created and owned
by DMWW as defined in the Purchased Capacity Master Agreement that is
included in the assets to be transferred under this Agreement, and any additions
made thereto and expansions constructed after the Operational Commencement
Date.
(r) “Debt Service” means the aggregate annual principal (whether at maturity or
pursuant to sinking fund redemption requirements), interest and other payments
(including insurance costs, liquidity charges, letter of credit fees, auction agent and
remarketing fees and broker-dealer fees) allocated to Member Agencies in
connection with outstanding Bonds or Refunding Bonds of CIWW, or other debt
obligations of CIWW for the period or periods in question; provided however, that
payments on Bonds which have been advance refunded and defeased shall be
excluded, as shall payments on Bonds which are to be made from capitalized
interest or from other funds escrowed or deposited with a third party and pledged
exclusively to the repayment of said Bonds.
(s) “Designated Water Supply Facilities” is defined in Section 7 of Article IV.
(t) “Dual Use Asset” is defined in Section 3 of Article XIII.
(u) “Effective Date” is defined in Section 12 of Article I.
(v) “Emergency Member Agency Assessments” is defined in Section 5 of Article XV.
(w) “Event of Default” is defined in Section 1 of Article XXIII.
(x) “Excess Consumption” is defined in Section 5 of Article VI.
(y) “Executive Director” means the CEO and General Manager of CIWW, selected as
provided in Section 1 of Article XIV.
(z) “Force Majeure” is defined in Section 13 of Article XXV.
(aa) “Founding Agencies” is defined in the Preamble to the Agreement.
(bb) “Indemnifying Party” is defined in Section 5 of Article XXI.
(cc) “Indemnitees” is defined in Section 5 of Article XXI.
(dd) “Initial Budget” is defined in Section 2 of Article XV.
(ee) “Initial Capital Contributions” is defined in Section 9 of Article I.
(ff) “Initial CIWW Capital Plan” is defined in Section 2 of Article XV.
61
(gg) “Interest Rate Agreement” means, to the extent permitted by applicable law, an
interest rate swap or exchange agreement, an agreement establishing an interest rate
floor or ceiling or both (including options to enter into or cancel the agreement or
to reverse or extend the agreement), currency exchange, cap, collar, forward, hedge
or similar agreement entered into by the Board to moderate or manage the interest
rate or exchange rate risk respecting any of the Bonds or Refunding Bonds.
(hh) “Iowa Code” shall mean the Code of Iowa (2023), as the same may be amended
and supplemented from time to time.
(ii) “Joint Capital Project” is defined in Section 9 of Article V.
(jj) “Legal Counsel” is defined in Section 4 of Article XIV.
(kk) “Mandatory Exit Payment” is defined in Section 3 of Article XXII.
(ll) “Member Agency / Member Agencies” is defined in Section 4 of Article I.
(mm) “New Member Agency” is defined in Section 4 of Article I.
(nn) “Operational Commencement Date” is defined in Section 13 of Article I.
(oo) “Prospective Member Agency” is defined in Section 1 of Article XII.
(pp) “Purchased Capacity Master Agreement” is defined in Section 15 of Article IV.
(qq) “Refunding Bonds” means any bonds, notes, loan agreements or other obligations
issued by CIWW for the purposes of refunding any of the Bonds under the
provisions of Article XVII, Section 3(b) hereof.
(rr) “Revenue Requirements” is defined in Section 1 of Article VI.
(ss) “Total Service Agreement” is defined in Section 14 of Article IV.
(tt) “Water Distribution Activity” is defined in Section 2 of Article IV.
(uu) “Water Distribution Facilities” is defined in Section 3 of Article IV.
(vv) “Water Producing Member Agency” and “Water Producing Member Agencies” are
defined in Section 7 of Article IV.
(ww) “Water Supply Activity” is defined in Section 2 of Article IV.
(xx) “Water Supply Facilities” is defined in Section 3 of Article IV.
62
Additional terms defined in the Schedules have the meaning assigned in the Schedules.
ARTICLE XXVII. EXECUTION OF AGREEMENT
Section 1. Passage of Resolution. A Founding Agency or other Member Agency shall
become a party hereto by the passage of a resolution by its governing body approving this
Agreement and authorizing execution of the same by its officers. This Agreement shall become
effective upon such approval, and execution of a counterpart by all of the Founding Agencies and
filing of the executed Agreement as required by law.
Section 2. Signature Pages. Each Founding Agency approving this Agreement shall
execute the separate signature page provided for it. The parties authorize counsel to any Founding
Agency to assemble the signature pages of all signatory parties and to append them to copies of
this Agreement for filing with the Iowa Secretary of State.
[Signature Pages Follow]
63
BOARD OF WATER WORKS TRUSTEES OF
THE CITY OF DES MOINES, IOWA
By:
Andrea Bolton, Board Chairperson
ATTEST:
__
Ted Corrigan, CEO and General Manager
STATE OF IOWA )
) SS:
COUNTY OF POLK )
On this ______ day of ____________, 202___, before me, a Notary Public in and for the
State of Iowa, personally appeared Andrea Bolton and Ted Corrigan to me personally known, and,
who being by me duly sworn, did say that they are the Board Chairperson and the CEO and General
Manager of the BOARD OF WATER WORKS TRUSTEES OF THE CITY OF DES MOINES,
IOWA, that no seal has been procured by the entity; that the attached instrument was signed on
behalf of the said entity by authority of its Board as contained in the resolution adopted by the
Board on the ____ day of ____________, 202___, and that Andrea Bolton and Ted Corrigan
acknowledged the execution of the instrument to be the voluntary act and deed of the BOARD OF
WATER WORKS TRUSTEES OF THE CITY OF DES MOINES, IOWA, by it and by them
voluntarily executed.
__________________________________
Notary Public in and for the State of Iowa
64
BOARD OF WATER WORKS TRUSTEES OF
THE CITY OF WEST DES MOINES, IOWA
By:
Scott Brennan, Chair
ATTEST:
__
Christina Murphy, General Manager and Secretary
STATE OF IOWA )
) SS:
COUNTY OF POLK )
On this ______ day of ____________, 202___, before me, a Notary Public in and for the
State of Iowa, personally appeared _________ and _________________ to me personally known,
and, who being by me duly sworn, did say that they are the Board Chair and the Secretary of the
BOARD OF WATER WORKS TRUSTEES OF THE CITY OF WEST DES MOINES, IOWA,
that no seal has been procured by the entity; that the attached instrument was signed on behalf of
the said entity by authority of its Board as contained in the resolution adopted by the Board on the
____ day of ____________, 202___, and that __________ and _______________ acknowledged
the execution of the instrument to be the voluntary act and deed of the BOARD OF WATER
WORKS TRUSTEES OF THE CITY OF WEST DES MOINES, IOWA, by it and by them
voluntarily executed.
__________________________________
Notary Public in and for the State of Iowa
65
CITY OF URBANDALE WATER UTILITY
BOARD OF TRUSTEES
By:
, Board Chairperson
ATTEST:
STATE OF IOWA )
) SS:
COUNTY OF POLK )
On this ______ day of ____________, 202___, before me, a Notary Public in and for the
State of Iowa, personally appeared _________ and _________________ to me personally known,
and, who being by me duly sworn, did say that they are the Board Chairperson and the
_________________of the CITY OF URBANDALE WATER UTILITY BOARD OF
TRUSTEES, that no seal has been procured by the entity; that the attached instrument was signed
on behalf of the said entity by authority of its Board as contained in the resolution adopted by the
Board on the ____ day of ____________, 202___, and that __________ and _______________
acknowledged the execution of the instrument to be the voluntary act and deed of the CITY OF
URBANDALE WATER UTILITY BOARD OF TRUSTEES, by it and by them voluntarily
executed.
__________________________________
Notary Public in and for the State of Iowa
66
CITY OF ANKENY, IOWA
(SEAL)
By:
Its: Mayor
ATTEST:
By:
Its: City Clerk
STATE OF IOWA )
) SS
COUNTY OF POLK )
On this ____ day of , 202___, before a Notary Public in and for the State
of Iowa, personally appeared and , to me
personally known, who being duly sworn, did say that they are the Mayor and City Clerk,
respectively of the CITY OF ANKENY, IOWA, a Municipality, created and existing under the
laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said
Municipality, and that said instrument was signed and sealed on behalf of said Municipality by
authority and resolution of its City Council and said Mayor and City Clerk acknowledged said
instrument to be the free act and deed of said Municipality by it voluntarily executed.
Notary Public in and for the State of Iowa
67
CITY OF CLIVE, IOWA
(SEAL)
By:
Its: Mayor
ATTEST:
By:
Its: City Clerk
STATE OF IOWA )
) SS
COUNTY OF POLK )
On this ____ day of , 202___, before me, the undersigned, a Notary Public in
and for the State of Iowa, personally appeared John Edwards and Matthew D. Graham, to me
personally known, and, who, being by me duly sworn, did say that they are the Mayor and the City
Clerk, respectively, of the CITY OF CLIVE, IOWA; that the seal affixed to the foregoing
instrument is the corporate seal of the corporation, and that the instrument was signed and sealed
on behalf of the corporation, by authority of its City Council, as contained in Resolution No.
____ ____ adopted by the City Council, under Roll Call of the City Council on the day
of , 202___, and that John Edwards and Matthew D. Graham acknowledged
the execution of the instrument to be their voluntary act and deed and the voluntary act and deed
of the corporation, by it voluntarily executed.
Notary Public in and for the State of Iowa
68
CITY OF JOHNSTON, IOWA
(SEAL)
By:
Its: Mayor
ATTEST:
By:
Its: City Clerk
STATE OF IOWA )
) SS
COUNTY OF POLK )
On this ____ day of , 202___, before a Notary Public in and for the State
of Iowa, personally appeared and , to me
personally known, who being duly sworn, did say that they are the Mayor and City Clerk,
respectively of the CITY OF JOHNSTON, IOWA, a Municipality, created and existing under the
laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said
Municipality, and that said instrument was signed and sealed on behalf of said Municipality by
authority and resolution of its City Council and said Mayor and City Clerk acknowledged said
instrument to be the free act and deed of said Municipality by it voluntarily executed.
Notary Public in and for the State of Iowa
69
CITY OF GRIMES, IOWA
(SEAL)
By:
Scott Mikkelsen, Mayor
ATTEST:
By:
Rochelle Williams, City Clerk
STATE OF IOWA )
) SS
COUNTY OF POLK )
On this ____ day of , 202___, before a Notary Public in and for the State
of Iowa, personally appeared and , to me
personally known, who being duly sworn, did say that they are the Mayor and City Clerk,
respectively of the CITY OF GRIMES, IOWA, a Municipality, created and existing under the laws
of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said
Municipality, and that said instrument was signed and sealed on behalf of said Municipality by
authority and resolution of its City Council and said Mayor and City Clerk acknowledged said
instrument to be the free act and deed of said Municipality by it voluntarily executed.
Notary Public in and for the State of Iowa
70
CITY OF NORWALK, IOWA
By:
Its: Mayor
ATTEST:
By:
Its: City Clerk
STATE OF IOWA )
) SS
COUNTY OF POLK )
On this ____ day of , 202___, before a Notary Public in and for the State
of Iowa, personally appeared and , to me
personally known, who being duly sworn, did say that they are the Mayor and City Clerk,
respectively of the CITY OF NORWALK, IOWA, a Municipality, created and existing under the
laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said
Municipality, and that said instrument was signed and sealed on behalf of said Municipality by
authority and resolution of its City Council and said Mayor and City Clerk acknowledged said
instrument to be the free act and deed of said Municipality by it voluntarily executed.
Notary Public in and for the State of Iowa
71
CITY OF POLK CITY, IOWA
(SEAL)
By:
Its: Mayor
ATTEST:
By:
Its: City Clerk
STATE OF IOWA )
) SS
COUNTY OF POLK )
On this ____ day of , 202___, before a Notary Public in and for the State
of Iowa, personally appeared and , to me
personally known, who being duly sworn, did say that they are the Mayor and City Clerk,
respectively of the CITY OF POLK CITY, IOWA, a Municipality, created and existing under the
laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said
Municipality, and that said instrument was signed and sealed on behalf of said Municipality by
authority and resolution of its City Council and said Mayor and City Clerk acknowledged said
instrument to be the free act and deed of said Municipality by it voluntarily executed.
Notary Public in and for the State of Iowa
72
CITY OF WAUKEE, IOWA
(SEAL)
By:
Courtney Clark, Mayor
ATTEST:
Rebecca D. Schuett, City Clerk
STATE OF IOWA )
) SS
COUNTY OF POLK )
On this ____ day of , 202___, before a Notary Public in and for the State
of Iowa, personally appeared and , to me
personally known, who being duly sworn, did say that they are the Mayor and City Clerk,
respectively of the CITY OF WAUKEE, IOWA, a Municipality, created and existing under the
laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said
Municipality, and that said instrument was signed and sealed on behalf of said Municipality by
authority and resolution of its City Council and said Mayor and City Clerk acknowledged said
instrument to be the free act and deed of said Municipality by it voluntarily executed.
Notary Public in and for the State of Iowa
73
WARREN WATER DISTRICT
(SEAL)
By:
ATTEST:
By:
STATE OF IOWA )
) SS
COUNTY OF POLK )
On this ____ day of , 202___, before a Notary Public in and for the State
of Iowa, personally appeared and , to me
personally known, who being duly sworn, did say that they are the _____________ and
_____________________, respectively of the WARREN WATER DISTRICT, a rural water
district organized and existing under Chapter 357A, Iowa Code, created and existing under the
laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said
District, and that said instrument was signed and sealed on behalf of said District by authority and
resolution of its Board and said persons acknowledged said instrument to be the free act and deed
of said District by it voluntarily executed.
Notary Public in and for the State of Iowa
74
XENIA RURAL WATER DISTRICT
(SEAL)
By:
Dan Lovett, Chairperson
ATTEST:
Peter Jensen, Secretary
STATE OF IOWA )
) SS
COUNTY OF POLK )
On this ____ day of , 202___, before a Notary Public in and for the State
of Iowa, personally appeared and , to me
personally known, who being duly sworn, did say that they are the _____________ and
_____________________, respectively of the XENIA RURALWATER DISTRICT, a rural water
district organized and existing under Chapter 357A, Iowa Code, created and existing under the
laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said
District, and that said instrument was signed and sealed on behalf of said District by authority and
resolution of its Board and said persons acknowledged said instrument to be the free act and deed
of said District by it voluntarily executed.
Notary Public in and for the State of Iowa
CONSENT AND APPROVAL
This Agreement is consented to and approved ty United States Department of Agriculture, Rural
Development, as of the ____ day of ________________202___.
USDA RURAL DEVELOPMENT
By: _______________________________
Program Director
Rural Utilities and Community Facilities
75
SCHEDULE I-2
FOUNDING DATA
A. HISTORIC ANNUAL FINISHED WATER REQUIREMENTS
Notes:
All figures are calendar year totals expressed in million gallon units.
76
SCHEDULE I-2
FOUNDING DATA
B. HISTORIC MAXIMUM DAY UTILIZATION OF CAPACITY
Notes:
All figures are calendar year maximums expressed in million gallon per day units.
77
SCHEDULE I-9
INITIAL CAPITAL CONTRIBUTIONS
Initial Capital Contributions are start-up funds that are contributed by the Founding Agencies to
provide the initial capitalization of CIWW that has been deemed required for commencement of
CIWW activities.
78
SCHEDULE I-10
REIMBURSABLE START-UP EXPENSES
The expenses below were incurred by Member Agencies on behalf of CIWW prior to the Effective
Date of this Agreement. Such expenses shall either be reimbursed to the Member Agency that
paid the expenses, or if the expenses are paid with proceeds of SRF indebtedness, such
indebtedness shall be assumed by CIWW. Cash payments shall be made within twelve (12)
months after the Operational Commencement Date.
Note: Expenses incurred by DMWW on behalf of CIWW prior to the Effective Date of this
Agreement were sufficiently budgeted and recovered in water rates and no reimbursement to
DMWW is therefore required.
Description of Engagement benefitting CIWW Vendor WDMWW UWU Total
Development of initial financial model FCS 141,360$ 141,360$ 282,720$
Future plant site evaluation HDR 451,023$ -$ 451,023$
Development of 28E/F by bond counsel Dorsey & Whitney 15,000$ 15,000$ 30,000$
Set up of financial model and cost estimates per 28E language PFM 100,000$ -$ 100,000$
707,383$ 156,360$ 863,743$ Total Estimate
79
SCHEDULE IV-1
EXCEPTIONS TO EXCLUSIVE SUPPLY RIGHTS AND SERVICE OBLIGATIONS
A. Warren Water District shall continue to service and DMWW shall continue to purchase
water for DMWW’s service area Greenbrier Estates subdivision.
B. Warren Water District (Warren) and Xenia Rural Water District (Xenia) serve large
geographic areas which may necessitate serving portions of their respective service areas
from a source other than CIWW. For this reason, exceptions to the exclusivity and service
obligation requirements of this Agreement have been developed as outlined in this
Schedule.
Warren and Xenia have each submitted the attached existing service area map of territory
currently served from the DMWW system, which shall define the areas to be exclusively
served by CIWW unless modified as provided in this Schedule
At such time that Warren or Xenia wishes to expand their service area served from CIWW
or wishes to serve a portion of their existing service area from a source other than CIWW,
it shall petition the Technical Committee for CIWW review and approval of the change.
The approval of the Technical Committee shall be granted unless the Technical Committee
finds that the request is unreasonably burdensome to CIWW in the conduct of its regional
mission. Any denial of such request shall be subject to the dispute resolution provisions of
this Agreement. The Board shall modify this Schedule based on any change approved by
the Technical Committee.
Warren or Xenia shall provide a minimum of three-month’s notice prior to planned
implementation of the change in service area to be served from CIWW.
Service areas must be served from a source (CIWW or other) on a full calendar year basis for at
least two full years. No seasonal changes which would result in peaking off the CIWW system
shall be allowed, and no return to CIWW service shall be allowed fo r territory removed from
CIWW service, for at least such minimum two-year term. The provisions of this paragraph shall
be waived in the event of an emergency situation.
Warren and Xenia shall also have the right to serve additional incorporated areas within their
service area as total service or wholesale customers if those incorporated areas do not have ready
access to the Core Network transmission system.
All expansions of service territory and/or service to additional total service or wholesale customers
must be accomplished within Warren or Xenia’s duly allocated capacity within the CIWW regional
system.
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XENIA RURAL WATER DISTRICT – SERVICE TERRITORY
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WARREN WATER DISTRICT – SERVICE TERRITORY
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SCHEDULE IV-6
SERVICE OBLIGATION STANDARDS
CIWW shall have an obligation to make reasonable provision to meet all drinking water production
requirements of the Member Agencies as needed, subject to mechanical failures, unforeseen
events, or circumstances within the definition of Force Majeure, and subject to the exceptions
stated in Schedule IV-1.
The following standards shall further define such service obligation:
• CIWW shall plan for delivery of each Member Agency’s Allocated Capacity and shall not
be required to deliver any more than any Member Agency’s Allocated Capacity, or to serve
geographic areas for certain Member Agencies serving primarily unincorporated areas
beyond existing territories connected to the Des Moines system as shown in boundary maps
in Schedule IV-1, as revised from time to time, without express Board approval.
• CIWW shall expand its capacity pursuant to its Long Range Plan contingent on available
financing and funding.
• CIWW shall provide for sufficient water pressures and delivery points, both of which shall
be determined in coordination with the Member Agencies.
• CIWW shall not deny service to any Member Agency that requests it so long as the requests
are made reasonably in advance and consistent with adopted CIWW Long Range Plan and
Capacity Expansions.
• CIWW’s curtailments in service, if any, shall be made pursuant to the Water Shortage Plan.
• CIWW shall strive to meet all applicable state and federal water quality regulations; but in
a situation where it fails to do so, it will provide timely notice to all affected Member
Agencies.
The level of service provided by CIWW to Member Agencies shall be supported by rates,
determined under Article VI and the principles set forth in Schedule VI-2, that are reasonably
related to CIWW’s actual costs, at levels determined by its Board to be sufficient to pay all CIWW
expenses and obligations, to establish and maintain reasonable and adequate financial and
operating reserves, and to provide for the current and future financing of CIWW’s capital projects.
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SCHEDULE IV-7
DESIGNATED WATER SUPPLY FACILITIES
ALL INSTRUMENTS OF TRANSFER WILL BE EXECUTED ON OR BEFORE THE
OPERATIONAL COMMENCEMENT DATE.
Function* Facility Name / Asset Description Owner Note
INCLUDED ASSETS
MTR Wholesale Meters DMWW 1.
SOS Infiltration Gallery DMWW 2.
SOS Raccoon River Intake DMWW 3.
SOS Des Moines River Intake DMWW 4.
SOS Des Moines River Pump Station DMWW 5.
SOS Saylorville Lake Storage Rights DMWW 6.
SOS McMullen Water Treatment Plant Shallow
Alluvial Wells
DMWW 7.
SOS Maffitt Reservoir and Grounds DMWW 8.
SOS Crystal Lake DMWW 9.
SOS Purple Martin Lake Water Resource Area DMWW 10.
SOS Hallett Lake DMWW 11.
SOS Saylorville Water Treatment Plant Radial
Collector Wells
DMWW 12.
SOS AC Ward Jordan Aquifer Wells WDMWW 13.
SOS AC Ward Alluvial Aquifer Wells WDMWW 14.
SOS Polk City Pleistocene Aquifer Wells Polk City 15.
SOS Grimes Jordan Aquifer Wells Grimes 16.
SOS Grimes Alluvial Aquifer Wells Grimes 17.
SOS Urbandale Raw Water Quarries UWU 18.
STO Army Post Road ASR Well DMWW/
WDMWW
19.
STO LP Moon ASR Well DMWW 20.
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STO McMullen ASR Well DMWW 21.
STO 98th Street Tower WDMWW 22.
STO Tenny Standpipe DMWW 23.
BPS LP Moon Pumping Station and Ground
Storage Reservoir
DMWW 24.
BPS Polk County Pumping Station and Ground
Storage Reservoir
DMWW 25.
BPS Joint Maffitt Lake Booster Station DMWW/WDMW
W
26.
BPS NW 26th St. Booster Station DMWW 27.
BPS Xenia Booster Station at LP Moon Xenia/Waukee 28.
TMT Fleur Drive Water Treatment Plant DMWW 29.
TMT Laboratory DMWW 30.
TMT McMullen Water Treatment Plant DMWW 31.
TMT Saylorville Water Treatment Plant DMWW 32.
TMT AC Ward Water Treatment Plant WDMWW 33.
TMT Grimes Water Treatment Plant Grimes 34.
TMT Polk City Water Treatment Plant Polk City 35.
TRN Core Network Transmission and Raw Water
Mains
DMWW 36.
The forgoing list of “Included Assets” is exclusive and exhaustive. The only assets to be
transferred are those, and only those, expressly enumerated above and described in the
notes thereto. All assets that are not Included Assets are reserved by the Parties and shall
not be transferred.
The assets to be retained by the parties specifically include, but are not limited to, the
following enumerated Excluded Assets, which are listed for avoidance of doubt. Other
assets not listed as Excluded Assets, will also be retained. The omission of any assets
from the list of Excluded Assets shall create no inference or presumption that it is, or
should be deemed to be, an Included Asset.
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Notwithstanding the foregoing, the lists of Included Assets and Excluded Assets and the
terms and provisions of transfer set forth in this Schedule and Schedule XIII-1 shall be
subject to revision to correct manifestly erroneous omission or inclusion or any other
mistake that frustrates the intent of the express provisions of this Agreement.
EXCLUDED ASSETS
STO Ankeny ASR Wells Ankeny 37.
STO Waukee ASR Well Waukee 38.
STO Grimes ASR Well Grimes 39.
STO Wilchinski Standpipe DMWW 40.
STO Joint Eastside Tower DMWW 41.
BPS Nollen Booster Station and Standpipe DMWW 42.
BPS Hazen Booster Station and Tower DMWW 43.
BPS Urbandale Booster Station UWU 44.
BPS Waukee Booster Station Waukee 45.
BPS Norwalk Booster Station Norwalk 46.
BPS Airport Booster Station DMWW 47.
BPS Delaware Booster Station Ankeny 48.
BPS Roosevelt Booster Station DMWW 49.
BPS SE Polk Alleman Booster Station DMWW 50.
BPS SE Polk Bondurant Booster Station DMWW 51.
PARK Des Moines Water Works Park and
Adjacent Lands
DMWW 52.
ADMIN DMWW General Office Building DMWW 53.
ADMIN DMWW Grounds Shop DMWW 54.
ADMIN WDMWW General Office Building WDMWW 55.
*MTR = Meters; BPS = Booster/Pumping Station; SOS = Sources of Supply; STO = Storage;
TMT = Treatment Facilities; TRN= Transmission Network
ALL TRANSFERS OF ASSETS SHALL BE SUBJECT TO THE RIGHTS OF REVERSION AS
PROVIDED IN THE AGREEMENT TO WHICH THIS SCHEDULE IS ATTACHED AND ALL
INSTRUMENTS OF TRANSFER SHALL CONTAIN PROVISIONS TO DOCUMENT SUCH
REVERSION.
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EXCEPT AS OTHERWISE NOTED ALL TRANSFERS SHALL BE SUBJECT TO ALL
EXISTING EASEMENTS, LEASES, LICENSES, 28E AGREEMENTS AND OTHER
AGREEMENTS
NOTES TO INCLUDED ASSETS
1. Ownership of all existing Wholesale Meters used by DMWW to meter water used by
wholesale customers that will become Member Agencies shall be transferred to CIWW for the
purpose of metering water for sale from CIWW to the Member Agency. Meter pits and other
Connection Facilities will remain the property of the Member Agency and the Member Agency
will continue to have maintenance responsibility for those facilities.
The transfer of the Wholesale Meters shall be effected by delivery of a bill of sale by DMWW
to CIWW, providing for transfer of the Wholesale Meters “as is” and in place.
2. Ownership of the Infiltration Gallery located within Des Moines Water Works Park and
Adjacent Lands, which collects raw water to serve the Fleur Drive Water Treatment Plant shall
be transferred to CIWW. The Infiltration Gallery gathers alluvial ground water from along the
Raccoon River. The Infiltration Gallery, as used herein, consists of all gallery piping,
manholes, valves, valve chambers, air shafts, tunnel, land flooding station (2803 George Flagg
Parkway), flooding station piping, and other miscellaneous facilities necessary to make the
Infiltration Gallery available for the collection of alluvial ground water as a source of raw water
for the Fleur Drive Water Treatment Plant. The transfer shall include all Infiltration Gallery
facilities currently in use and any such facilities not currently in use. DMWW shall retain
ownership and use of the grounds which comprise the Des Moines Water Works Park and
Adjacent Land. See Note 52 below.
The transfer of the Infiltration Gallery shall be effected by delivery of a bill of sale, by DMWW
to CIWW, providing for transfer of the Infiltration Gallery facilities “as is” and in place. A
permanent easement for use, access, maintenance, improvement, repair, replacement, and
expansion of all such facilities, above and below ground, within appropriate easement areas on
land owned by DMWW shall be granted to CIWW, subject to continued reasonable use of the
easement area for DMWW purposes, including park purposes, and subject to the payment by
CIWW to DMWW on an annual basis, an easement fee reimbursing DMWW for a reasonable
portion of DMWWs’ actual costs of maintenance and upkeep of the areas utilized by CIWW
pursuant to the easement. All related easements, agreements, water withdrawal permits, rights,
and claims will be assigned by DMWW to CIWW and shall be assumed by CIWW.
3. Ownership of the Raccoon River Intake, located in Des Moines Water Works Park, which
collects raw water to serve the Fleur Drive Water Treatment Plant shall be transferred to
CIWW. The Raccoon River Intake, as used herein, consists of the intake wet well, traveling
screens, power, controls, water service, raw water piping, and other miscellaneous facilities
necessary to make the Raccoon River Intake available for the use and benefit of CIWW for the
collection of Raccoon River water as a source for the Fleur Drive Water Treatment Plant.
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DMWW shall retain ownership and use of the grounds which comprise the Des Moines Water
Works Park and Adjacent Land. See Note 52 below.
The transfer of the Raccoon River Intake shall be effected by delivery of a bill of sale, by
DMWW to CIWW, providing for transfer of the Raccoon River Intake facilities “as is” and in
place. A permanent easement for use, access, maintenance, improvement, repair, replacement,
and expansion of all such facilities, above and below ground, within an appropriate easement
area on land owned by DMWW shall be granted to CIWW, subject to continued reasonable
use of the easement area for DMWW purposes, including park purposes. All related
easements, agreements, water withdrawal permits, rights, and claims will be assigned by
DMWW to CIWW and shall be assumed by CIWW.
4. Ownership of the Des Moines River Intake located adjacent to the Des Moines River in
Prospect Park in Des Moines, which serves the Fleur Drive Water Treatment Plant shall be
transferred to CIWW. The Des Moines River Intake, as used herein, consists of an intake
structure including traveling screens, source water piping, and other miscellaneous utilities and
facilities necessary to make the Des Moines River Intake available for the use an d benefit of
CIWW for the collection of Des Moines River water as a source for the Fleur Drive Water
Treatment Plant. The intake structure is located on property owned by the United States of
America pursuant to a fifty (50) year easement granted November 12, 1980.
The transfer of the Des Moines River Intake shall be effected by delivery of a bill of sale, by
DMWW to CIWW, providing for transfer of such facilities “as is” and in place. The existing
easement with the United States of America shall be assigned by DMWW to CIWW, subject
to any required approval. All other related easements, agreements, water withdrawal permits,
rights, and claims will be assigned by DMWW to CIWW and shall be assumed by CIWW.
5. Ownership of the Des Moines River Pump Station, located at 2000 Prospect Road in Des
Moines, which serves the Fleur Drive Water Treatment Plant shall be transferred to CIWW.
The Des Moines River Pump Station, as used herein, consists of a pump station building and
other miscellaneous utilities and facilities necessary to make the Des Moines River Pump
Station available for the use and benefit of CIWW for the pumping of Des Moines River water
as a source for the Fleur Drive Water Treatment Plant. The pumping station occupies ground
owned by the City of Des Moines under a Grant of Management and Control instrument dated
July 28, 1980, which is recorded in the real estate records of Polk County, Iowa at Book 5028,
Page 482.
The transfer of the Des Moines River Pump Station shall be effected by delivery of a quit claim
deed to the building and a bill of sale for other facilities, by DMWW to CIWW, providing for
transfer of Des Moines River Pump Station facilities “as is” and in place. The existing Grant
of Management and Control shall be assigned by DMWW to CIWW, subject to any required
consent by the City of Des Moines. All other related easements, agreements, and other related
rights will be assigned by DMWW to CIWW and shall be assumed by CIWW.
6. Ownership of DMWW’s Saylorville Reservoir Storage Rights shall be transferred to CIWW.
A contract dated May 26, 1982, between the State of Iowa and the United States of America
provides the State rights related to a quantity of water stored in Saylorville Reservoir under
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certain conditions. A related contract between DMWW and the State of Iowa, also dated May
26, 1982, provides rights to DMWW to a portion of the State’s stored water.
The contract between DMWW and the State of Iowa will be assigned to CIWW subject to
approval by the State of Iowa and the Secretary of the Army, and assumption by CIWW of
DMWW’s obligations thereunder.
7. Ownership of the McMullen Water Treatment Plant Shallow Alluvial Wells shall be
transferred to CIWW. The shallow alluvial wells include radial collector wells 1, 2, 3, 4, 5, and
6 in addition to one horizontal collector well, all located on the grounds of the McMullen Water
Treatment Plant adjacent to the Raccoon River north of the McMullen Water Treatment Plant.
The shallow alluvial wells, as used herein, consist of well caissons, well screens, pumps,
valves, raw water transmission piping, and other miscellaneous facilities necessary to make
the shallow alluvial wells available for the use and benefit of CIWW for the collection of
alluvial ground water as a source for the McMullen Water Treatment Plant.
The transfer of the McMullen Water Treatment Plant Shallow Alluvial Wells shall be effected
by delivery of a quit claim deed and a bill of sale by DMWW to CIWW as part of the transfer
documents pertaining to the transfer of the McMullen Water Treatment Plant as described in
Note 31. The transfer shall be “as is” and in place. All related easements, agreements, water
withdrawal permits, rights, and claims will be assigned by DMWW to CIWW and shall be
assumed by CIWW.
8. Ownership of Maffitt Reservoir and Grounds shall be transferred to CIWW. Maffitt
Reservoir serves as a source of supply for the McMullen Water Treatment Plant during times
of low alluvial well yield or poor water quality. Maffitt Reservoir, as used herein, consists of
a tract of land and a reservoir, earthen dam, overflow works, fill and withdrawal piping works,
protected watershed surrounding the reservoir, roads, shelter houses, restrooms, shop building
and other facilities necessary to make Maffitt Reservoir available for the use and benefit of
CIWW as a source of raw water for the McMullen Water Treatment Plant. During the term of
the Initial Operating Contract DMWW will continue to maintain the grounds surrounding
Maffitt Reservoir as a protected watershed and park open to the public at CIWW’s expense, as
part of the water supply operations provided to CIWW. Following the term of the Initial
Operating Contract, the CIWW Board may decide to discontinue maintenance of the protected
watershed as a park.
The transfer of the Maffitt Reservoir shall be effected by delivery of a quit claim deed and a
bill of sale by DMWW to CIWW as part of the transfer documents pertaining to the transfer
of the McMullen Water Treatment Plant as described in Note 31. The transfer shall be “as is”
and in place. All related easements, agreements, rights, and claims will be assigned by
DMWW to CIWW and shall be assumed by CIWW.
9. Ownership of Crystal Lake shall be transferred to CIWW. Crystal Lake serves as a source of
supply for the McMullen Water Treatment Plant. Water is pumped from the Raccoon River
into Crystal Lake (a former gravel pit) where after 30 to 40 days of detention time, nitrate
concentrations are typically reduced by half. Crystal Lake as used herein consists of a tract of
land and a water storage basin of approximately 60 surface acres, pumping facilities and piping
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to withdraw water from the Raccoon River and deliver it to the lake, pumping and piping
facilities to withdraw water from Crystal Lake and deliver it to the McMullen Water Treatment
Plant, and other facilities necessary to make Crystal Lake available for the use and benefit of
CIWW as a source of raw water for the McMullen Water Treatment Plant. This site also
includes a truck scale and drying area used in the processing of lime residuals.
The transfer of Crystal Lake shall be effected by delivery of a quit claim deed and a bill of sale
by DMWW to CIWW as part of the transfer documents pertaining to the transfer of the
McMullen Water Treatment Plant as described in Note 31. The transfer shall be “as is” and in
place. All related easements, agreements, rights, and claims will be assigned by DMWW to
CIWW and shall be assumed by CIWW.
10. Ownership of Purple Martin Lake Water Resource Area shall be transferred to CIWW.
Purple Martin Lake Water Resource Area, as used herein, consists of a tract of land containing
a former gravel pit lake that is currently managed by the State of Iowa as a part of Walnut
Woods State Park. It is the next link in the chain of lakes concept which is intended to provide
large quantities of low-nitrate source water to the McMullen Water Treatment Plant. The area
includes a former gravel pit lake not yet connected to the other lakes in the chain but offers
future potential for increased low-nitrate source water capacity. Purple Martin Lake Water
Resource Area property is currently managed as a unit of Walnut Woods State Park by the
Iowa Department of Natural Resources under an agreement with DMWW dated December 10,
2015. This agreement will be transferred to CIWW and will remain in effect until the end of
the current term on December 31, 2025. Subsequently the CIWW Board will have the option
to extend or terminate the Agreement.
The transfer of Purple Martin Lake Water Resource Area shall be effected by delivery of a quit
claim deed by DMWW to CIWW. The transfer shall be “as is” and in place and subject to the
above-described agreement. The Agreement with the Iowa Department of Natural Resources
and all other easements, agreements, rights, and claims will be assigned by DMWW to CIWW
and shall be assumed by CIWW.
11. Ownership of Hallett Lake shall be transferred to CIWW. Hallett Lake as used herein consists
of a tract of land containing a former gravel pit lake. It is the last link in the chain of lakes
concept which is intended to provide large quantities of low-nitrate source water to the
McMullen Water Treatment Plant. Hallett Lake is not yet connected to the other lakes in the
chain but offers future potential for increased low-nitrate source water capacity. This site
includes two storage buildings.
The transfer of Hallet Lake shall be effected by delivery of a quit claim deed by DMWW to
CIWW. The transfer shall be “as is” and in place. All related easements, agreements, rights,
and claims will be assigned by DMWW to CIWW and shall be assumed by CIWW.
12. Ownership of the Saylorville Water Treatment Plant Radial Collector Wells shall be
transferred to CIWW. The Saylorville Water Treatment Plant Radial Collector Wells include
radial collector wells 1 (IGS GeoSam well number 73469) and 2 (IGS GeoSam well number
73471) located adjacent to the Des Moines River south of the Saylorville Water Treatment
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Plant. The radial collector wells, as used herein, consist of well caissons, well screens, pumps,
valves, raw water transmission piping, and other miscellaneous facilities necessary to make
the radial collector wells available for the use and benefit of CIWW for the collection of
alluvial ground water as a source for the Saylorville Water Treatment Plant. The Saylorville
Radial Collector Wells are located on property owned by the United States of America and
managed by the Department of the Army pursuant to a fifty (50) year easement granted on
September 22, 2006.
The transfer of the Saylorville Water Treatment Plant Radial Collector Wells shall be effected
by delivery of a bill of sale, by DMWW to CIWW, providing for transfer of such facilities “as
is” and in place. The existing easement with the United States of America shall be assigned by
DMWW to CIWW subject to written approval by the District Engineer, US Army Engineering
District, Rock Island, Illinois, and assumption by CIWW of DMWW’s obligations thereunder.
All other related easements, agreements, water withdrawal permits, rights, and claims will be
assigned by DMWW to CIWW and shall be assumed by CIWW.
13. Ownership of the AC Ward Jordan Aquifer Wells shall be transferred to CIWW. Included
are the following deep wells:
Well #1 1505 Railroad Ave – Plant Campus IGS GeoSam well number 19416
Well #3 Raccoon River Park – City Park IGS GeoSam well number
Well #4 300 S. 16th St – South Well Field IGS GeoSam well number 54956
Well #26 1701 Railroad – City Park IGS GeoSam well number 85507
The deep wells as used herein consist of buildings, well casings, well screens, pumps, valves,
raw water transmission piping, and other miscellaneous facilities necessary to make the deep
wells available for the use and benefit of CIWW for the collection of water as a source for the
AC Ward Treatment Plant.
The transfer of the AC Ward Jordan Aquifer Wells shall be effected by delivery of a bill of
sale, by WDMWW to CIWW, providing for transfer of such facilities “as is” and in place. Any
existing easements, agreements, water withdrawal permits, rights, and claims will be assigned
by WDMWW to CIWW and shall be assumed by CIWW.
14. Ownership of the AC Ward Alluvial Aquifer Wells shall be transferred to CIWW. Included
are the following shallow wells:
Well #5 1505 Railroad Ave – Plant Campus
Well #6 thru #8 300 S. 16th St – South Well Field
Well #14 thru #21 2900 Grand Ave
Well #22 thru #25 2500 Grand Ave
The shallow alluvial wells, as used herein, consist of buildings, well casings, well screens,
pumps, valves, raw water transmission piping, and other miscellaneous facilities necessary to
make the shallow alluvial wells available for the use and benefit of CIWW for the collection
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of alluvial ground water as a source for the AC Ward Treatment Plant. These wells are located
on land owned by the City of West Des Moines/WDMWW.
The transfer of the AC Ward Alluvial Aquifer Wells shall be effected by delivery of a bill of
sale, by WDMWW to CIWW, providing for transfer of such facilities “as is” and in place. Any
existing easements, agreements, water withdrawal permits, rights, and claims will be assigned
by WDMWW to CIWW and shall be assumed by CIWW.
15. Ownership of the Polk City Pleistocene Aquifer Wells shall be transferred to CIWW.
Included are the following wells:
Well #4 IGS GeoSam well number 41483
Well #5 IGS GeoSam well number 56834
The Pleistocene Aquifer Wells, as used herein consist of well heads, well casings, well screens,
pumps, valves, raw water transmission piping, and other miscellaneous facilities necessary to
make the Pleistocene Aquifer Wells available for the use and benefit of CIWW for the
collection of ground water as a source for the Polk City Water Treatment Plant. These wells
are located on land owned by the Tournament Club of Iowa subject to easement agreements
dated January 16, 2022.
The transfer of the Polk City Pleistocene Aquifer Wells shall be effected by delivery of a bill
of sale, by the City of Polk City to CIWW, providing for transfer of such facilities “as is” and
in place. Any existing easements, agreements, water withdrawal permits, rights, and claims
will be assigned by the City of Polk City to CIWW and shall be assumed by CIWW.
16. Ownership of the Grimes Jordan Aquifer Wells shall be transferred to CIWW. Included are
the following deep wells:
Jordan Well NW 121st Street IGS GeoSam well number 91788
Jordan Well 1801 N James Street IGS GeoSam well number 77074
The deep wells as used herein consist of a well head, well casings, well screens, pumps, valves,
raw water transmission piping, and other miscellaneous facilities necessary to make the deep
wells available for the use and benefit of CIWW for the collection of water as a source for the
Grimes Water Treatment Plant.
The transfer of the Grimes Jordan Aquifer Wells shall be effected by delivery of quit claim
deeds and a bills of sale by the City of Grimes to CIWW as part of the transfer documents
pertaining to the transfer of the Grimes well field as described in Note 17 and the Grimes Water
Treatment Plant as described in Note 34 to CIWW, providing for transfer of such facilities “as
is” and in place. Any existing easements, agreements, water withdrawal permits, rights, and
claims will be assigned by the City of Grimes to CIWW and shall be assumed by CIWW.
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17. Ownership of the Grimes Alluvial Aquifer Wells shall be transferred to CIWW. Three
shallow alluvial aquifer wells are located north of Grimes in Polk County along NW 121st
Street in the Grimes well field.
The shallow alluvial wells, as used herein, consist of a tract of land and well heads, well
casings, well screens, pumps, valves, raw water transmission piping, and other miscellaneous
facilities necessary to make the shallow alluvial wells available for the use and benefit of
CIWW for the collection of alluvial ground water as a source for the Grimes Water Treatment
Plant. These wells are located on land owned by the City of Grimes. One of the Grimes Jordan
Aquifer Wells also occupies this same tract of land.
The transfer of the Grimes Alluvial Aquifer Wells shall be effected by delivery of a quit claim
deed and a bill of sale, by the City of Grimes to CIWW, providing for transfer of such facilities
“as is” and in place. Any existing easements, agreements, water withdrawal permits, rights,
and claims will be assigned by the City of Grimes to CIWW and shall be assumed by CIWW.
18. Ownership of the Urbandale Raw Water Quarries located adjacent to the Des Moines River
in Johnston shall be transferred to CIWW. The Urbandale Raw Water Quarries as used herein
consist of a tract of land containing former gravel pit lakes. The property was acquired by
UWU as a potential future raw water source and has potential future value for such use but is
currently not being used for water supply.
The transfer of Urbandale Raw Water Quarries shall be effected by delivery by UWU of a quit
claim deed to CIWW. The transfer shall be “as is” and in place. All related easements,
agreements, water withdrawal permits, rights, and claims will be assigned by UWU to CIWW
and shall be assumed by CIWW.
19. Ownership of the Army Post Road ASR Well located at 5470 Willow Creek Avenue in Des
Moines shall be transferred to CIWW. The Army Post Road ASR Well, as used herein, consists
of a tract of land and a Jordan Aquifer well (IGS GeoSam well number 81129), submersible
pump and motor, pitless adapter, ASR building with chemical storage and feed, and a standby
emergency generator. ASR wells are used to store treated drinking water in the Jordan Aquifer
during times when excess treatment capacity is available and to recover treated drinking water
during times when additional capacity is needed to meet demands. This ASR well was
constructed under an agreement between DMWW and WDMWW. Per that agreement,
WDMWW paid much of the cost of the well in exchange for receiving a 3.0 MGD regional
capacity credit. This credit allowed the use of up to 3.0 MGD of capacity in a designated area
without using purchased capacity. WDMWW and DMWW will each receive credit in the asset
transfer calculation for their respective investment in the well. Once the well is transferred to
CIWW, the regional capacity credit agreement will terminate, and this ASR well will be a
regional asset delivering capacity to the Core Network during recovery.
The transfer of the Army Post Road ASR Well shall be effected by delivery of a quit claim
deed and a bill of sale by DMWW to CIWW, providing for transfer of the Army Post Road
ASR Well site and facilities “as is,” in place, and subject to existing third party rights of use.
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All related easements, agreements, rights, and claims will be assigned by DMWW to CIWW
and shall be assumed by CIWW, except as cancelled as set forth above.
20. Ownership of the LP Moon ASR Well located at 2501 NW 156th Street in Clive shall be
transferred to CIWW. The LP Moon ASR Well, as used herein, consists of a Jordan Aquifer
well (IGS GeoSam well number 59746), submersible pump and motor, ASR building with
chemical storage and feed, and a standby emergency generator. ASR wells are used to store
treated drinking water in the Jordan Aquifer during times when excess treatment capacity is
available and to recover treated drinking water during times when additional capacity is needed
to meet demands. This ASR Well is a regional facility delivering water directly to the Core
Network. This facility is located on the LP Moon Pumping Station and Ground Storage
Reservoir site to be transferred as described in Note 24.
The transfer of the LP Moon ASR Well shall be effected by delivery of a quit claim deed as
defined in Note 24 and a bill of sale by DMWW to CIWW, providing for transfer of the LP
Moon ASR Well site, and facilities “as is,” in place, and subject to existing third party rights
of use. All related easements, agreements, rights, and claims will be assigned by DMWW to
CIWW and shall be assumed by CIWW.
21. Ownership of the McMullen ASR Well located adjacent to the McMullen Water Treatment
Plant site shall be transferred to CIWW. The McMullen ASR Well, as used herein, consists of
a tract of land and a Jordan Aquifer well (IGS GeoSam well number 63127), submersible pump
and motor, and ASR building with chemical storage and feed. ASR wells are used to store
treated drinking water in the Jordan Aquifer during times when excess treatment capacity is
available and to recover treated drinking water during times when additional capacity is needed
to meet demands. This ASR Well is a regional facility delivering water to the filter effluent
chamber of the McMullen Water Treatment Plant.
The transfer of McMullen ASR Well shall be effected by delivery of a quit claim deed and a
bill of sale by DMWW to CIWW as part of the transfer documents pertaining to the transfer
of the McMullen Water Treatment Plant as described in Note 31. The transfer shall be “as is”
and in place. All related easements, agreements, rights, and claims will be assigned by
DMWW to CIWW and shall be assumed by CIWW.
22. Ownership of the 98th Street Tower located at 1675 98th Street in West Des Moines will
transfer to CIWW. The 98th Street Tower, as used herein, consists of a tract of land, a 2.5 MG
elevated water tower, and cellular telephone equipment which occupies the tower by lease
agreement. This facility stores water for Clive, Waukee, and West Des Moines. Operational
and maintenance costs will continue to be shared by the participants based on an existing
agreement dated 1993.
The transfer of the 98th Street Tower shall be effected by delivery of a quit claim deed and a
bill of sale by WDMWW to CIWW, providing for transfer of the 98th Street Tower site and
facilities “as is,” in place, and subject to existing third party rights of use. All related
easements, agreements, including cellular telephone equipment agreements, rights, and claims
will be assigned by WDMWW to CIWW and shall be assumed by CIWW.
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23. Ownership of the Tenny Standpipe located at 4006 Merle Hay Road in Des Moines shall be
transferred to CIWW. The Tenney Standpipe, as used herein, consists of a tract of land and a
4.1 MG standpipe. This facility “floats” on the Core Network system and is critical to
operational flexibility of the system. The Urbandale Booster Station and an associated meter
pit occupy a portion of this site pursuant to rights derived from DMWW. Cellular telephone
equipment is mounted on two monopoles and in two control buildings which occupy a portion
of this site pursuant to easements and agreements with DMWW. All such easements and
agreements will transfer to CIWW subject to CIWW assuming responsibilities under the
agreements.
The transfer of the Tenney Standpipe shall be effected by delivery of a quit claim deed and a
bill of sale by DMWW to CIWW, providing for transfer of Tenney Standpipe site and facilities
“as is,” in place, and subject to existing of use of UWU and other third parties. All related
easements, agreements, including cellular telephone equipment agreements, rights, and claims
will be assigned by DMWW to CIWW and shall be assumed by CIWW.
24. Ownership of the LP Moon Pumping Station and Ground Storage Reservoir located at
2501 NW 156th Street in Clive shall be transferred to CIWW. The LP Moon Pumping Station,
as used herein, consists of a tract of land and a pump station building which houses pumps that
serve Clive, Waukee, and West Des Moines, pumps that serve Urbandale and Xenia, chemical
feed equipment, electric and controls equipment, and a standby emergency generator. The 6.0
MG ground storage reservoir on the same site shall also be transferred to CIWW. Operational
and maintenance costs for the pumping station and ground storage reservoir will continue to
be billed to the participants based on volume of water used and an existing agreement dated
May 26, 1992. The LP Moon ASR Well described in Note 20 and the Xenia Booster Station
at LP Moon described in Note 28 both also occupy a portion of this site.
The transfer of the LP Moon Pumping Station and Ground Storage Reservoir shall be effected
by delivery of a quit claim deed and a bill of sale by DMWW to CIWW, providing for transfer
of LP Moon Pumping Station and Ground Storage Reservoir facilities “as is,” in place, and
subject to existing third party rights of use. All related easements, agreements, rights, and
claims will be assigned by DMWW to CIWW and shall be assumed by CIWW.
25. Ownership of the Polk County Pumping Station and Ground Storage Reservoir located at
6071 NE 14th Street, Des Moines, shall be transferred to CIWW. The Polk County Pumping
Station, as used herein, consists of a pump station building which houses pumps that serve
Ankeny and pumps that serve unincorporated Polk County, electrical and controls equipment,
and a standby emergency generator. This facility delivers water to Ankeny and unincorporated
Polk County. Ownership of the 5.0 MG ground storage reservoir on the same site shall also be
transferred to CIWW. Operational and maintenance costs for the pumping station and grounds
will continue to be billed to the participants based on an existing Water and Service Agreement
dated August 1, 1988. This property is occupied pursuant to a permanent easement granted by
Polk County, which easement is recorded in the real estate records of Polk County, Iowa at
Book 6132, Page 578. This easement and agreements will transfer to CIWW.
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The transfer of the Polk County Pumping Station shall be effected by delivery of a bill of sale
and assignment of the easement set forth above by DMWW to CIWW, providing for transfer
of Polk County Pumping Station facilities “as is,” in place, and subject to existing third party
rights of use. All related easements, agreements, rights, and claims will be assigned by
DMWW to CIWW and shall be assumed by CIWW.
26. Ownership of the Joint Maffitt Lake Booster Station located at 1379 Adams Street, West
Des Moines, shall be transferred to CIWW. The Joint Maffitt Lake Booster Station is located
at the Maffitt Water Treatment Plant site to be transferred as provided in Note 31, and as used
herein, consists of a booster station building which houses pumps that serve Cumming and
Norwalk and pumps that serve West Des Moines, electric and controls equipment, and a
standby emergency generator. This facility delivers water to Cumming, Norwalk, and West
Des Moines. Operational and maintenance costs for the booster station and grounds will
continue to be billed to the participants based on a 28E Agreement filed August 24, 2017, and
a 28E Agreement Amendment filed December 7, 2017. The 28E Agreements will transfer to
CIWW subject to existing rights per the 28E Agreements.
The transfer of the Joint Maffitt Lake Booster Station shall be effected by delivery of a quit
claim deed as described in Note 31 and by a bill of sale from DMWW to CIWW and bill of
sale from WDMWW to CIWW, providing for transfer of Joint Maffitt Lake Booster Station
“as is,” in place, and subject to existing third party rights of use. All related easements,
agreements, rights, and claims will be assigned by DMWW to CIWW and shall be assumed
by CIWW.
27. Ownership of the NW 26th Street Booster Station located at 2567 NW 72nd Place shall be
transferred to CIWW. The NW 26th Street Booster Station as used herein, consists of a tract of
land, a booster station building which houses pumps that serve both Polk City and
unincorporated Polk County, electric and controls equipment, and a standby emergency
generator. This facility delivers water to Polk City and unincorporated Polk County.
Operational and maintenance costs for the booster station and grounds will continue to be
billed to the participants based on terms of the 28E Agreement filed March 3, 2018. This
agreement will transfer to CIWW subject to existing rights per the 28E Agreement.
The transfer of the NW 26th Street Booster Station shall be effected by delivery of a quit claim
deed and a bill of sale by DMWW to CIWW, providing for transfer of NW 26th Street Booster
Station site and facilities “as is”, in place, and subject to existing third party rights of use. All
related easements, agreements, rights, and claims will be assigned by DMWW to CIWW and
shall be assumed by CIWW.
28. Ownership of the Xenia Booster Station at LP Moon shall be transferred to CIWW. The
Xenia Booster Station at LP Moon, as used herein, consists of a booster station building which
is jointly owned by Waukee and Xenia. Operational and maintenance costs for the booster
station will continue to be billed to the participants served by the facility based on terms of the
28E Agreement filed April 3, 2019. This facility is located on the LP Moon Pumping Station
and Ground Storage Reservoir site to be transferred as described in Note 27. The facility
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occupies the site pursuant to a 28E Agreement with DMWW. This agreement will transfer to
CIWW subject to existing rights per the 28E Agreement.
The transfer of the Xenia Booster Station at LP Moon shall be effected by delivery of a quit
claim deed as described in Note 24 and by delivery of quit claim deeds by Waukee and Xenia
to CIWW, and bills of sale by DMWW, Waukee, and Xenia to CIWW, providing for transfer
of the Xenia Booster Station at LP Moon facilities “as is,” in place, and subject to existing third
party rights of use. All related easements, agreements, rights, and claims will be assigned by
DMWW to CIWW and shall be assumed by CIWW.
29. Ownership of the Fleur Drive Water Treatment Plant located at 408 Fleur Drive, Des
Moines, shall be transferred to CIWW. The Fleur Drive Water Treatment Plant, as used herein,
consists of building and facilities located on land owned by DMWW that is to be retained in
ownership by DMWW and that comprise a 75 MGD conventional lime softening treatment
plant with nitrate removal. The Fleur Drive Water Treatment Plant includes West High Lift
Building B, Pumping Station Building C (including East Low Lift – infiltration gallery pumps,
fluoride feed, polyphosphate feed, control center, break room, locker rooms, offices, etc.),
Nitrate Removal Facility Building D (including sodium hypochlorite storage and feed, salt
storage, etc. and a related force sewer main for discharge disposal), Filter Building E (including
lime/soda ash/alum storage, backwash tank, slaker room, etc.), West Low Lift Building J
(Raccoon River pumps), Sludge Pump Building K (including sludge concentrator), CO2
Building M (including CO2 storage tanks), Lime Sludge Dewatering Building N, Chemical
Feed Building R (including ferric chloride feed), Carbon Feed Building S (including powdered
activated storage tanks), truck scale, backwash tank, 10 MG clear well, Water Works owned
medium voltage transformers, switch gear and 3,300 KW standby generator, and other
miscellaneous facilities necessary to make the Fleur Drive Water Treatment Plant available for
the use and benefit of CIWW for the production of drinking water.
The transfer of the Fleur Drive Water Treatment Plant shall be effected by delivery of a quit
claim deed for each included building, but not its underlying land, by DMWW to CIWW and
a bill of sale, by DMWW to CIWW, providing for transfer of all of the above described
facilities “as is” and in place. A permanent easement for use, access, maintenance,
improvement, repair, replacement, and expansion of all such facilities, above and below
ground, within a permanent easement area, to be defined as the area enclosed by the flood
protection levee shall be granted by DMWW to CIWW, subject to continued reasonable use
of the easement area for DMWW purposes, and subject to the payment by CIWW to DMWW
on an annual basis an easement fee reimbursing DMWW for a reasonable portion of DMWW’s
actual costs of maintenance and upkeep of the areas utilized by CIWW pursuant to the
easement. It is intended that CIWW and DMWW will enter into a 28E Agreement governing
the ongoing use, maintenance, cost sharing, and mutual accommodations required for the
location of their respective facilities located within the easement area and their shared use of
such site.
All related easements, agreements, water withdrawal permits, rights, and claims will be
assigned by DMWW to CIWW and shall be assumed by CIWW.
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30. Ownership of the Laboratory at the Fleur Drive Water Treatment Plant shall be transferred to
CIWW. The Laboratory Building will be included in the instruments of transfer as set forth in
Note 29. All laboratory facilities and equipment shall be transferred by bill of sale “as is” and
in place from DMWW to CIWW. The Laboratory shall provide laboratory services related to
distribution activity of Member Agencies on a fee for service basis at cost.
31. Ownership of the McMullen Water Treatment Plant located at 12223 SW Maffitt Lake Road
shall be transferred to CIWW. The McMullen Water Treatment Plant, as used herein, consists
of a tract of land and a 25 MGD conventional lime softening treatment plant. The McMullen
Water Treatment Plant includes a Chemical Building (including unloading, storage and feed
equipment for lime, powdered activated carbon, ferric chloride, C02, fluoride, sodium
hypochlorite, and polyphosphate), Splitter Box, Up-flow Clarifiers, Filter Building, 5.0 MG
Clearwell, High Service Pump Building, (including two 1,800 KW standby generators and
transfer switch), Backwash Lagoon, Lime Residual Lagoons, residuals drying area, and other
miscellaneous facilities necessary to make the McMullen Water Treatment Plant available for
the use and benefit of CIWW for the production of drinking water. Portions of the Maffitt site
are subject to farming licenses. Various joint use facilities are in use under 28E Agreements
and other agreements.
The transfer of the McMullen Water Treatment Plant shall be effected by delivery of a quit
claim deed and a bill of sale by DMWW to CIWW, providing for transfer of the McMullen
Water Treatment Plant and all related facilities, which shall include the McMullen Raw Water
Collection Wells, Maffitt Reservoir, Crystal Lake, McMullen ASR Well, and the Joint Maffitt
Lake Booster Station as described in Notes 7, 8, 9, 21 and 26, “as is,” in place, and subject to
existing third party rights of use. All related easements, agreements, rights, and claims will be
assigned by DMWW to CIWW and shall be assumed by CIWW.
32. Ownership of the Saylorville Water Treatment Plant located at 6500 NW 26th Street in Polk
County shall be transferred to CIWW. The Saylorville Water Treatment Plant, as used herein,
consists of a tract of land and a 10 MGD dual membrane plant. The Saylorville Water
Treatment Plant includes a Pretreatment Structure, Treatment Plant Building (including ultra
filtration membranes, reverse osmosis membranes, chemical storage and feed system, high lift
pumping, 5.0 MG Clearwell, lagoons, and other miscellaneous facilities necessary to make the
Saylorville Water Treatment Plant available for the use and benefit of CIWW for the
production of drinking water. All of the properties and assets of the Saylorville Expansion
Project, including treatment facilities, collector wells, and transmission facilities shall be
included as part of the Saylorville Water Treatment Plant for purposes of transfer to CIWW.
The transfer of the Saylorville Water Treatment Plant shall be effected by delivery of a quit
claim deed and a bill of sale by DMWW to CIWW, providing for transfer of the Saylorville
Water Treatment Plant and all related facilities “as is,” in place, and subject to existing third
party rights of use. All related easements, agreements, rights, and claims will be assigned by
DMWW to CIWW and shall be assumed by CIWW.
33. Ownership of the AC Ward Water Treatment Plant Located at 1505 Railroad Ave, West
Des Moines shall be transferred to CIWW. The AC Ward Water Treatment Plant as used
98
herein, consists of buildings and facilities located on land owned by the City of West Des
Moines/WDMWW that is to be retained in ownership by the City of West Des
Moines/WDMWW and that comprise a 10 MGD conventional lime softening treatment plant.
The AC Ward Water Treatment Plant includes Building #1 Plant Building (filters, CO2 feed
system and tank, lab and equipment, SCADA controls, security controls but not administrative
offices and board room), Building #2 Sludge Room (including pumps), Building #3 Chemical
Feed (including lime/soda ash/ferric chloride/sodium hypochlorite/phosphate systems and
slaker room), Building #4 High Service Pumping (including pumps, MCC, and electrical
components, 1,000 kW standby generator), Building #6 Dewatering Lime (including press, air
compressors, truck bay used by lime hauler, offices and lunch room), 2 aerators and contact
tanks, 4 Lime Softening Clarifiers, 1 Clear Well and associated pumps, 1 MG Ground Storage,
1 2MG Ground Storage, Elm Street Meter Pit and Valve Pipe from DMWW, Raw Meter Pit,
Reclaim Tank and Pumps, and Lime Thickener Tank, Lime Lagoons (South Well Field), and
other miscellaneous facilities necessary to make the AC Ward Water Treatment Plant available
for the use and benefit of CIWW for the production of drinking water.
The transfer of the AC Ward Water Treatment Plant shall be effected by delivery of a quit
claim deed for each included building, but not its underlying land, by WDMWW to CIWW
and a bill of sale, by WDMWW to CIWW, providing for transfer of all of the above described
facilities “as is” and in place. A permanent easement for use, access, maintenance,
improvement, repair, replacement, and expansion of all such facilities, above and below
ground, within a permanent easement area to be defined, shall be granted by WDMWW to
CIWW, subject to continued reasonable use of the easement area for WDMWW purposes, and
subject to the payment by CIWW to WDMWW on an annual basis an easement fee
reimbursing WDMWW for a reasonable portion of WDMWW’s actual costs of maintenance
and upkeep of the areas utilized by CIWW pursuant to the easement. It is intended that CIWW
and WDMWW will enter into a 28E Agreement governing the ongoing use, maintenance, cost
sharing, and mutual accommodations required for the location of their respective facilities
located within the easement area and their shared use of such site.
All related easements, agreements, water withdrawal permits, rights, and claims, will be
assigned by WDMWW to CIWW and shall be assumed by CIWW.
34. Ownership of the Grimes Water Treatment Plant located at 1801 James Street, Grimes shall
be transferred to CIWW. The Grimes Water Treatment Plant, as used herein, consists of
buildings and facilities located on land owned by the City of Grimes that is to be retained in
ownership by the City of Grimes and that comprises 5.2 MGD of treatment capacity including
1.44 MGD of conventional lime softening treatment capacity, 3.56 MDG of RO treatment
capacity, a 2 MG ground storage tank, and other miscellaneous facilities necessary to make the
Grimes Water Treatment Plant available for the use and benefit of CIWW for the production
of drinking water.
The transfer of the Grimes Water Treatment Plant shall be effected by delivery of a quit claim
deed for each included building, but not its underlying land, by the City of Grimes to CIWW
and a bill of sale, by the City of Grimes to CIWW, providing for transfer of all of the above
described facilities “as is” and in place. A permanent easement for use, access, maintenance,
99
improvement, repair, replacement, and expansion of all such facilities, above and below
ground, within a permanent easement area to be defined shall be granted by the City of Grimes
to CIWW, subject to continued reasonable use of the easement area for the City of Grimes’
purposes, and subject to the payment by CIWW to the City of Grimes on an annual basis an
easement fee reimbursing the City of Grimes for a reasonable portion of the City of Grimes’
actual costs of maintenance and upkeep of the areas utilized by CIWW pursuant to the
easement. It is intended that CIWW and the City of Grimes will enter into a 28E Agreement
governing the ongoing use, maintenance, cost sharing, and mutual accommodations required
for the location of their respective facilities located within the easement area and their shared
use of such site.
All related easements, agreements, water withdrawal permits, rights, and claims, will be
assigned by the City of Grimes to CIWW and shall be assumed by CIWW.
35. Ownership of the Polk City Water Treatment Plant located at 402 N. 3rd Street in Polk City
shall be transferred to CIWW. The Polk City Water Treatment Plant, as used herein, consists
of a tract of land and a 0.5 MGD plant, and an iron lagoon located within an easement from
the United States Army Corps of Engineers. The Polk City Water Treatment Plant will include
all facilities necessary to make the Polk City Water Treatment Plant available for the use and
benefit of CIWW for the production of drinking water.
The transfer of the Polk City Water Treatment Plant shall be effected by delivery of a quit
claim deed and a bill of sale by Polk City to CIWW, providing for transfer of the Polk City
Water Treatment Plant and all related facilities, “as is,” in place, and subject to existing third
party rights of use. All related easements, agreements, rights, and claims will be assigned by
Polk City to CIWW and shall be assumed by CIWW.
36. Ownership of Core Network Transmission and Raw Water Mains shall be transferred to
CIWW. The Core Network is a system of pipelines that connects the treatment plants, storage
tanks, pumping stations, and other related facilities in a way that allows each Member Agency
to receive water. The Core Network consists primarily of large diameter (16-inch to 48-inch)
pipelines totaling more than 700,000 linear feet. Core Network facilities are noted on the Core
Network Map and are annotated in the DMWW GIS system. Much of the Core Network
system lays in public right-of-way. In cases where Core Network facilities lay in easement,
those easements will be assigned to CIWW. The Core Network includes mains that connect
raw water collection facilities to water treatment plants. The Core Network also includes a
number of automated control valves used to manage flow within the system. These control
valves including associated valve vaults, controls, and power will be transferred to CIWW.
The Core Network does not include the Norwalk Western Feeder Main.
The transfer of the Core Network Transmission Mains shall be effected by delivery of a bill of
sale by DMWW to CIWW, providing for transfer of Core Network Transmission Mains and
all related facilities, “as is,” in place, and subject to any existing third party rights of use. All
related easements, agreements, rights, and claims will be assigned by DMWW to CIWW and
shall be assumed by CIWW.
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NOTES TO EXCLUDED ASSETS
37. Ownership of Ankeny ASR Wells 1, 2, and 3 will not transfer to CIWW. These ASR wells
are beyond Ankeny’s wholesale meter and cannot deliver water to the Core Network. These
ASR wells will serve as seasonal storage for the City of Ankeny.
38. Ownership of Waukee ASR Well 1 will not transfer to CIWW. This ASR well is beyond
Waukee’s wholesale meter and cannot deliver water to the Core Network. This ASR well will
serve as seasonal storage for the City of Waukee.
39. Ownership of Grimes ASR Well 1 will not transfer to CIWW. This ASR well is beyond
Grimes’ wholesale meter and cannot deliver water to the Core Network. This ASR well will
serve as seasonal storage for the City of Grimes.
40. Ownership of the Wilchinski Standpipe located at 903 E. Pleasant View Drive in Des Moines
will not transfer to CIWW. This standpipe serves primarily DMWW direct retail customers. It
is estimated that 10% of the water that flows through this standpipe is ultimately delivered to
Member Agencies other than DMWW. The Wilchinski site also serves as a hub for the regional
telemetry system with antennas mounted on the structure. For these reasons, 10% of the O&M
costs for the Wilchinski site will be billed to CIWW by DMWW on an annual basis with such
billing amount to be subject to annual adjustment as use changes.
CIWW’s right to use the telemetry facilities located on this site shall be granted under the
Operating Contract between DMWW & CIWW.
41. Ownership of the Joint East Side Tower located at 8403 NE 27th Ave, Altoona will not
transfer because Altoona will not be a Founding Agency but will be served by DMWW under
Section 15 of Article IV.
42. Ownership of the Nollen Booster Station and Standpipe located at 2569 Hull Avenue in Des
Moines will not transfer to CIWW. This booster station serves primarily DMWW direct retail
customers. It is estimated that 5% of the water that flows through this station is ultimately
delivered to Member Agencies other than DMWW. For this reason, 5% of the O&M costs for
the Nollen Booster Station and Standpipe site will initially be billed to CIWW by DMWW on
an annual basis, with such billing amount to be subject to annual adjustment as use changes.
43. Ownership of the Hazen Booster Station and Tower located at 4800 Hickman Road in Des
Moines will not transfer to CIWW. This booster station serves primarily DMWW direct retail
customers. It is estimated that 5% of the water that flows through this station is ultimately
delivered to Member Agencies other than DMWW. For this reason, 5% of the O&M costs for
the Hazen Booster Station and Tower site will be billed to CIWW by DMWW on an annual
basis with such billing amount to be subject to annual adjustment as use changes.
44. Ownership of the Urbandale Booster Station located at 4006 Merle Hay Road in Des Moines
will not transfer to CIWW. This booster station serves exclusively UWU direct retail
101
customers. Ownership of the site occupied by the Urbandale Booster Station will transfer to
CIWW as part of the Tenny Standpipe transfer, subject to UWU’s existing occupancy rights.
45. Ownership of the Waukee Booster Station located at 601 SE Boone Drive in Waukee will
not transfer to CIWW. This booster station serves exclusively City of Waukee direct retail
customers. The booster station sits in a permanent easement recorded at Dallas County
Recorder’s Office Book 826, Pages 1048-1051.
46. Ownership of the Norwalk Booster Station located in the east right-of-way of SW 42nd Street
south of Echo Valley Drive in Norwalk will not transfer to CIWW. This booster station serves
exclusively City of Norwalk direct retail customers.
47. Ownership of the Airport Booster Station located at 7407 SW 34th Street in Des Moines will
not transfer to CIWW. This booster station serves exclusively DMWW direct retail customers.
48. Ownership of the Delaware Booster Station located on SE Delaware Ave in Ankeny will not
transfer to CIWW. This booster station serves exclusively City of Ankeny direct retail
customers.
49. Ownership of the Roosevelt Booster Station located at the intersection of Center Street and
Polk Boulevard will not transfer to CIWW. This booster station serves exclusively DMWW
direct retail customers.
50. Ownership of the SE Polk Alleman Booster Station located at 2220 NE 126th Ave, Elkhart
will not transfer to CIWW. This booster station serves exclusively DMWW direct retail
customers.
51. Ownership of the SE Polk Bondurant Booster Station located at 5638 NE 56th Street,
Altoona, Iowa will not be transferred to CIWW because Bondurant will not be a Founding
Agency but will be served by DMWW under Section 15 of Article IV.
52. Ownership of Des Moines Water Works Park and Adjacent Lands will not transfer to
CIWW. The Des Moines Water Works Park and Adjacent Lands, as used herein, includes the
areas currently utilized by the public as “Water Works Park” together with other adjacent land
not currently designated for park purposes. All such property, including grounds which
comprise Water Works Park shall be used jointly by CIWW and DMWW for their respective
ongoing operations as provided in the instruments of transfer of assets hereunder, and may, in
the sole discretion of DMWW, continue to be made available by DMWW to the public for
park purposes that are consistent with DMWW and CIWW operational needs under rules
established by DMWW in its sole discretion. It is intended that CIWW and DMWW will enter
into a 28E Agreement governing the ongoing use, maintenance, cost sharing, and mutual
accommodations required for the location of their respective facilities on the Des Moines
Water Works Park and Adjacent Lands grounds and their shared use of the Park grounds.
102
53. Ownership of the DMWW General Office Building will not transfer to CIWW. A share of
its operational costs may be allocated to CIWW under the Operating Contract between
DMWW and CIWW.
54. Ownership of the DMWW Grounds Shop will not transfer to CIWW. A share of its
operational costs may be allocated to CIWW under the Operating Contract between DMWW
and CIWW.
55. Ownership of the WDMWW General Office Building will not transfer to CIWW. A share
of its operational costs may be allocated to CIWW under the Operating Contract between
WDMWW and CIWW.
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SCHEDULE IV-9
CURRENTLY PLANNED DESIGNATED WATER SUPPLY FACILITY
JOINT CAPITAL PROJECTS FOR 2025-2026
The currently planned joint capital facility projects listed as follows shall be constructed without
further Board approval by the listed Founding Agencies and the costs thereof shall be paid by
CIWW, or in the case of a project financed by the State Revolving Fund, CIWW shall assume the
debt.
[Schedule on following page]
104
105
SCHEDULE IV-10
ESTIMATED SAYLORVILLE EXPANSION PROJECT ALLOCATION AND
ESTIMATED COSTS
Note: Engineer’s Opinion of Probable Construction Cost is an estimate only and shall not govern
the financial obligation of each Member Agency. The full and actual cost incurred by DMWW
and CIWW, including interest on debt service, shall be the basis of each Member Agency’s
financial obligation.
Upon CIWW assumption of any indebtedness incurred for the Saylorville Expansion Project, the
above table shall be updated to reflect the full amortized cost of said debt, to be allocated to the
Member Agencies in accordance with the schedule above.
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SCHEDULE IV-11
DMWW INCOMPLETE PROJECTS FOR DESIGNATED WATER SUPPLY
FACILITIES
Most recent information available as of 12/31/22
Amounts and projects will change as of Operational Commencement Date
Project #Project Name Amount
546-440 Roof Replacements/Repairs 177,000$
546-493 MWTP Glass Block Repairs 74,750
546-501 Nitrate Crawl/Clearwell Repair 244,000
546-509 FDTP Safety Showers & Tempering 223,000
546-519 Ops Ctr Storm Water PS Improve 347,000
546-521 DMR Isolation Valve-Parco Sys 264,000
546-532 FD Chemical Bldg Stairwell 39,000
546-533 FD EHL#1 Closed Loop Cooling 217,000
546-534 FD Diesel Gen Closed Loop Cool 155,000
546-535 FD Chemical Bldg Elevator 259,000
546-321 WHL Discharge Header Painting 157,000
546-443 FTP-Filter Media Replacement 720,000
546-495 Fluoride Room Improvements 216,000
546-499 Trmt Basin Rechaining Program 366,000
546-512 SCADA Network Improvement 1,690,480
546-528 Isolation Clear Well - Gallery 43,500
546-529 EHL Suction Well-Elevate Grade 200,000
546-539 FD VFD High Lift Pumps 387,000
546-540 FD ELL/EHL Flood Protect 287,000
546-541 FD 5kV Switch Gear Controls 585,000
546-543 FD PAC Facility Upgrades 293,500
546-610 FD Filter Plant Rehab 58,000
546-497 Rehab MWTP Radial Collect Wells 1,521,000
546-544 McM HSP Room HVAC Upgrades 119,000
546-545 McM Ferric Chloride Expansion 191,000
546-546 McM Ferric Feed Line Replace 233,000
546-547 McM PAC System 217,000
546-612 SWTP Floor Drain Improve 80,000
975-010 Production Vehicle Replacement (vehicles not yet available)329,000
Total Estimated Cash To Be Paid by DMWW at Operational Commencement Date 9,693,230$
107
SCHEDULE IV-12
GUIDING PRINCIPLES FOR FUNDING CAPITAL PROJECTS
AND ONGOING OPERATIONS AND MAINTENANCE (O&M) COSTS
These principles are general in nature and should be used to guide cost responsibility decisions for
capital projects and related operations and maintenance (“O&M") of facilities. Any uncertainty
or dispute regarding the appropriate allocation and responsibility of costs shall be referred by the
Board to the Technical Committee for review and recommendation. The Board shall make a final
decision regarding the funding of capital and O&M costs.
1. Source and Treatment Expansion Projects (Capacity Expansion)
For projects that increase regional system capacity, the cost of source and treatment improvements
will be allocated to Member Agencies based on the 91%/9% formula (outlined in Section 7 of
Article V and Schedule VI-2 and included here for completeness).
2. Source and Treatment Maintenance, Repair, and Upgrade (Joint Capital)
For projects that do not increase regional system capacity, but are necessary to maintain the
capacity of existing source or treatment facilities or to upgrade them to meet current standards, the
cost of the project will be allocated to Member Agencies through CIWW rates, CIWW reserves,
CIWW bond issuance, or other sources of funding available to CIWW (outlined in Section 9 of
Article V and Schedule VI-2 and included here for completeness).
3. Core Network Transmission Main Projects
It shall be the responsibility of the Technical Committee to make the determination as to whether
a transmission main project is an Expansion Capacity Project or a Joint Capital Project.
a. Transmission main projects that are constructed as part of a Capacity Expansion Project
specifically to deliver the expanded capacity to the Core Network where it is needed will
have costs allocated to Member Agencies based on the 91%/9% formula, with Member
Agencies participating in and purchasing expanded capacity being allocated their share of
the 91% based on their allocation of the expanded capacity. These facilities will be owned,
operated, and maintained by CIWW.
b. Transmission main projects that are not constructed as part of a Capacity Expansion Project
but support the Core Network broadly as determined by the Technical Committee, will
have costs allocated to Member Agencies through CIWW rates, CIWW reserves, CIWW
bond issuance, or other sources of funding available to CIWW. These facilities will be
owned, operated, and maintained by CIWW.
c. Transmission main projects that deliver capacity to defined Member Agencies and do not
support the Core Network more broadly as determined by the Technical Committee, will
have 100% of construction costs allocated to Member Agencies receiving capacity through
the project based on each Member Agency’s proportionate capacity allocation in the
project. If the facility serves more than one Member Agency, the facility will be eligible
for ownership by CIWW, including capital replacement, operation, and maintenance, once
constructed. If a transmission main project originally constructed and paid for by a single
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Member Agency becomes a joint use facility in the future, the originally constructing
Member Agency will be entitled to compensation for the proportionate share of capacity
being allocated to another Member Agency. Such compensation shall be funded and paid
for by the Member Agency acquiring such capacity. The portion of the facility which is
joint use will then become eligible for ownership by CIWW, including capital replacement,
operation, and maintenance costs.
4. Pumping Stations or Booster Stations Constructed Specifically to Deliver Capacity from an
Expansion Project
Costs will be allocated to Member Agencies based on the 91%/9% formula with 91% being
allocated to Member Agencies being served by the facility, based on each Member Agency’s
proportionate allocated capacity in the facility. The remaining 9% of the total cost of the project
shall be allocated to all Member Agencies based on each Member Agency’s pro rata share of
Allocated Capacity as of the date the Board approves the project. O&M costs for the facility will
be paid by these Member Agencies based on their usage of the facility. If the facility serves more
than one Member Agency, the facility will be eligible for ownership by CIWW, including capital
replacement, once constructed. This section will not apply to redundant or backup facilities.
5. Pumping Stations or Booster Stations Not Related to a Capacity Expansion Project
The full cost of pumping and booster stations unrelated to a Capacity Expansion Project will be
allocated to the Member Agencies being served by the facility, based on each Member Agency’s
proportionate allocated capacity in the facility. O&M costs for the facility will be paid by those
Member Agencies based on their usage of the facility. If the facility serves more than one Member
Agency, the facility will be eligible for ownership by CIWW, including capital replacement, once
constructed.
The following chart summarizes these guiding principles:
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SCHEDULE IV-14
EXISTING AND POTENTIAL TOTAL SERVICE AGREEMENTS
Member Agency Total Service Agreement
DMWW Berwick Water Association, Iowa
City of Alleman, Iowa
City of Cumming, Iowa
City of Pleasant Hill, Iowa
City of Runnells, Iowa
City of Windsor Heights, Iowa
Greenfield Plaza Benefited Water District, Iowa
Warren Water District St. Charles, Iowa
Hartford, Iowa
Xenia Rural Water District City of Bagley
City of Linden
City of Menlo
City of Redfield1
City of Dawson1
City of Yale1
Footnote:
1 – Potential future agreement
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SCHEDULE IV-16
EXISTING AND POTENTIAL WHOLESALE RELATIONSHIPS TO BE CONTINUED
Member Agency Wholesale Relationship
DMWW Water Development Company
Note: The City of Altoona and the City of Bondurant
will be served by DMWW as wholesale customers as
provided by the Purchased Capacity Master Agreement
under Section 15 of Article IV, subject to the terms and
limitations of Section 15.
Grimes Water Development Company
Johnston Camp Dodge
Warren Water District Milo, Iowa
Martensdale, Iowa
Truro, Iowa
New Virginia, Iowa
St. Marys, Iowa
Earlham, Iowa
Lacona, Iowa2
River Oaks Development
Deer Hunters Run Development
Booneville Mobile Home Park
Hartford Mobile Home Park
Patterson Mobile Home Park
DMWW for Greenbrier Estates Subdivision
Xenia Rural Water District City of Stuart
City of Minburn
City of Jamaica
City of Dallas Center1
City of DeSoto1
City of Dexter1, 2
Fox Creek Benefited Water District1
Wildwood Estates
City of Redfield2
City of Dawson2
City of Yale2
Footnotes:
1 – Emergency connection only
2 – Potential future connection
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SCHEDULE IV-19
REGIONAL AQUIFER STORAGE AND RECOVERY (ASR) RULES AND
REQUIREMENTS
The Total ASR capacity and recharge and recovery schedules of CIWW and the Member Agencies
shall be managed by CIWW and the Board to facilitate proper operation of the water production
and delivery systems of CIWW and the Member Agencies during periods of ASR facility recharge
or recovery and to maximize the benefit of ASR facilities to individual Member Agencies and to
the CIWW regional system.
The following initial Rules shall apply to ASR facilities and operations until further action by the
Board:
Rule 1. The following ASR capacity limits shall apply to help ensure that available system capacity
is adequate to meet ASR facility recharge needs while also allowing for necessary treatment
facility and transmission system maintenance and repairs to be completed during ASR facility
recharge:
• “ASR Recovery Capacity” of each ASR facility shall mean the maximum daily capacity
of water recoverable from the facility expressed in Million Gallons Per Day (MGD).
• Total ASR Recovery Capacity of CIWW and all Member Agencies shall at all times be
limited to not more than 20% of the total treatment capacity of CIWW. For example, if
CIWW’s total treatment capacity is 120 MGD, total ASR Recovery Capacity shall be
limited to 24 MGD. In addition, ASR Recovery Capacity of each Member Agency shall
be limited to not more than 50% of its average day water demand.
Rule 2. To ensure treatment capacity adequate for ASR facility recharge, new ASR facilities of
Member Agencies constructed after the Effective Date shall require approval by the Board. The
Technical Committee shall review all new ASR facility proposals and make recommendations to
the Board.
The capacity of existing ASR facilities shall not be increased without prior approval from the
Board.
ASR facilities that are abandoned or decommissioned shall not be replaced or recommissioned
without prior approval from the CIWW.
Member Agencies whose average day demand is not sufficient to support operation of an ASR
facility may collaborate with other Member Agencies to aggregate their average day demand for
consideration of a joint ASR facility.
Rule 3. Member Agencies shall coordinate ASR recharge and recovery schedules with CIWW and
its operating contractors to ensure adequate capacity is available. CIWW and its operating
contractors shall have the right to require changes to recharge and recovery schedules as necessary
to accommodate source water challenges, maintenance and repairs to treatment or transmission
facilities, or other operational issues.
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Member Agencies shall suspend recharge or to initiate recovery on short notice from CIWW’s
staff or any of CIWW’s operating contractors in response to operational challenges and regional
needs.
CIWW does not guarantee Member Agencies that system capacity will be available to completely
recharge ASR facilities in any given year.
Rule 4. The following ASR facilities are deemed approved without regard to the Maximums of
Rule 1 or further Board Action under Rule 2:
Existing Regional ASR Facilities
Capacity (MGD)
LP Moon 3.0
Army Post 3.0
McMullen 3.0
Existing Member Agency ASR Facilities
Capacity (MGD)
Ankeny 1 1.5
Ankeny 2 3.0
Ankeny 3 3.0
Waukee 1.3
Grimes 0.7
Proposed Member Agency ASR Facilities
Capacity (MGD)
DMWW 3.0
UWU 3.0
WDMWW 3.0
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SCHEDULE V-2
COSTS PAYABLE TO WATER PRODUCING MEMBER AGENCIES
Each Water Producing Member Agency shall be paid for its full actual operational costs under its
Operating Contract. Actual operational costs shall be based on the cost principles stated in this
Schedule.
Full actual operational costs are defined to be the prudent and necessary costs actually incurred to
operate the Designated Water Supply Facilities as defined in this Agreement, including repair,
replacement, and other investment required to maintain existing production capacity, as well as
related general and administrative expenses. For avoidance of doubt, such costs shall include actual
contract costs with third-party contract operators. Excluded from the definition of operational
costs are: (a) all debt service; (b) costs incurred by a Water Producing Member Agency for CIWW
budgeted CIP capital projects that are otherwise reimbursed to the Water Producing Member
Agency by CIWW; (c) all costs related to the Water Producing Member’s water distribution
network; (d) purchases of inventory (however, the use of inventory may be included as materials
& supplies per the below definitions); (e) non-cash charges such as depreciation and amortization
expense; and (f) payments or transfers from the Water Producing Member’s water utility enterprise
to any parent organization or general fund, unless benefit to Water Supply Activity or Designated
Water Supply Facilities exists. Water Producing Member Agencies shall categorize their costs as
follows:
Personnel Costs. The cost of wages and salaries; local, state, and federal employment
taxes; and insurance and benefit costs. Water Producing Member Agencies are required to
maintain separate accounts to differentiate between those Personnel Costs incurred in the
operations of the Designated Water Supply Facilities from those used in the operation of
the Water Producing Member Agency’s distribution network.
Materials and Supplies. These costs are tangible items that are used or consumed in the
direct operations and maintenance of the Designated Water Supply Facilities. Water
Producing Members are required to maintain separate accounts to differentiate between
those materials and supplies used in the operations of the Water Supply Facilities from
those used in operation of the Member Agency’s distribution network.
Contract Services. Any services provided under contract to the Water Producing Member
Agency directly related to the operations of the Designated Water Supply Facilities. To the
extent contract services may include services for both the Designated Water Supply
Facilities and the Water Producing Member Agency’s distribution network, the Water
Producing Member shall be required to split the contract costs based on a distribution of
labor and materials consistent with the contract’s scope of work.
Utilities. The cost of electric, water, wastewater, stormwater, telephone, internet, gas or
other utility services necessary for the direct operations of the Designated Water Supply
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Facilities. Water Producing Member Agencies shall be required to maintain separate
accounts to differentiate the utility costs used in the operations of the Designated Water
Supply Facilities from those costs incurred to operate the Water Producing Member
Agency’s distribution network.
General & Administrative. Water Producing Member Agencies shall be allowed to include
reasonable general and administrative costs, so long as the Board approves in advance that
the methodology of the calculation is appropriate, reasonable, and consistent with other
Water Producing Member Agencies, and the Water Producing Member Agency submits
supporting accounting documentation of actual costs to justify the G&A expense.
2% Margin. Water Producing Members shall collect a 2% margin on their reimbursable
operating costs, including personnel costs, materials and supplies, contract services,
utilities, and general and administrative costs.
Renewal & Replacement. The costs of unforeseen, emergency renewal and replacement
of capital assets that have not been considered in CIWW Capital Plan, such as the
replacement of a pump due to failure and other costs of a similar nature. The Water
Producing Member initially incurring the cost of capital replacement shall provide
supporting documentation and justification for the capital expense.
During CIWW’s budget process for each fiscal year (which, for CIWW, is calendar year), each
Water Producing Member Agency shall submit to CIWW Board a projection of its full actual
operational costs for the budget year, along with documentation to demonstrate the distribution of
costs between the Water Producing Member Agency’s production and distribution facilities.
CIWW shall pay the operational costs in seasonally-adjusted monthly installments based on the
budgets submitted by the Water Producing Members and approved by CIWW Board. Such
payments to Water Producing Member Agencies shall be paid in advance for budgeted expenses
to be incurred for the following month on the first business day of each month for that month.
Throughout the fiscal year, Water Producing Member Agencies shall report actual operational
costs on a quarterly basis to CIWW and identify and explain material fluctuations from projections.
True-Up Requirement
Within 60 days after the close of the fiscal year, full actual operational costs shall be summarized
and a true-up amount calculated for each Water Producing Member Agency equal to the total
amount previously paid for the year minus the actual amount calculated to be due. Any
overpayment shall be refunded by the Water Producing Member Agency to CIWW and any
underpayment shall be paid by CIWW to the Water Producing Member Agency. Such amounts
shall be paid within twenty-five (25) days of the determination of the amount due.
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SCHEDULE V-3
CAPACITY ALLOCATIONS
1 DMWW Five-Year Average MDD from Schedule I-2(B) was adjusted to reflect the Purchase
Capacity requirements to serve Bondurant and Altoona as wholesale customers as provided by
the Purchased Capacity Master Agreement under Section 15 of Article IV, subject to the terms
and limitations of Section 15.
In addition to the initial capacity allocations above and the capacity created under the Saylorville
Expansion Project as outlined in Schedule IV-10, there may be an additional 2 MGD of capacity
constructed by a Water Producing Member Agency within approximately the first five years after
the Operational Commencement Date, to be offered to all interested Member Agencies based on a
pro-rata allocation of each Member Agency’s best estimates of future water requirements and
demand as reported to the Technical Committee for Long Range Planning under Section 3 of
Article VII.
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SCHEDULE V-5
CHARGES FOR FUTURE CAPACITY ALLOCATIONS
This Schedule describes the methodology for determining payments for Allocated Capacity by
New Member Agencies under Section 5 of Article V.
Step 1: Determine the Total Capacity Requirements as described in Section 3 of Article V.
Step 2: Multiply the Total Capacity Requirement by the Incremental Unit Cost of Capacity, which
shall be determined as follows:
Incremental Unit Cost = Expansion Cost / Expanded Capacity
Where:
Expansion Cost is the total cost of capital projects in the CIWW Long Range Plan identified as
expansion-related only. Expansion Costs will exclude the cost of any project to meet non-
expansion needs including but not limited to: renewal and replacements, upgrades, maintenance,
acquisition or construction of assets with useful lives less than 10 years, regulatory projects, and
acquisition or construction of administrative facilities. Expansion costs will be expressed in
current-year dollars.
Expanded Capacity is the difference between the projected total capacity of the CIWW Water
Supply Facilities upon completion of the expansion projects identified in the CIWW Long Range
Plan and the current production capacity. If the CIWW Long Range Plan does not include
expansion related costs for production capacity, costs for the most recently constructed production
facilities, adjusted by an industry accepted construction cost index, shall be used.
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SCHEDULE VI-2
MANDATORY RATE PRINCIPLES
CIWW will conduct an annual Cost of Service Study and allocate operation and maintenance
(O&M) and capital costs to Member Agencies based on widely accepted industry cost allocation
and rate making principles as set forth in the American Water Works Association’s (AWWA) M-
1 Manual “Principles of Water: Rates, Fees, and Charges.” CIWW costs include and are defined
as:
1. Operations & Maintenance (“O&M”) - Prudent and necessary costs to operate and
maintain source of supply, treatment, pumping, and transmission facilities, as well as
applicable efforts related to customer service and general and administrative expenses.
O&M costs also include adjustments to operating reserves necessary to maintain
appropriate levels of working capital consistent with CIWW financial policies as approved
by the Board of Directors.
2. Joint Capital Projects – Joint Capital Projects shall include any project to maintain, repair,
update, or improve any applicable facility that does not expand its capacity.
3. Shared Capacity Expansion Projects – Capital cost of assets and expansions constructed
to meet regional growth in water demands common to all Member Agencies. Nine percent
(9%) of projected expansion costs are allocated as Shared Capacity Expansion costs.
4. Allocated Capacity Expansion Projects – Capital cost of assets constructed to meet
Member Agency-specific growth projections and water demands. Ninety-one percent
(91%) of projected expansion costs are allocated as Allocated Growth costs.
COST ALLOCATION REQUIREMENTS
Cost allocation shall be based on the “Base Extra-Capacity” method as described in the AWWA
M1 Manual, which recognizes four primary cost components: base costs, extra-capacity costs,
customer costs, and fire protection costs. CIWW costs shall be assigned to the four cost
components as follows:
• Base Costs ($/Million Gallons) shall include all O&M, Joint Capital and Shared Growth
costs incurred in producing the volumes of water delivered to Member Agencies up to
average-daily demand levels. Base costs shall be uniform for all Member Agencies and
expressed as a cost per unit of volume delivered by CIWW with reasonable allowances for
water losses determined per Schedule VI-3.
• Extra-Capacity Costs ($/MGD) shall include all O&M, Joint Capital and Shared Growth
costs incurred in producing and delivering volumes of water in excess of average-daily
demand levels. Extra-capacity costs shall be uniform for all Member Agencies and
expressed as a cost per unit of demand.
• Customer Costs include costs directly related to serving customers, including meter
reading, billing, and related services. Based on the immateriality of these costs to CIWW
as a wholesale provider of water, such costs shall be included in Base Costs.
• Fire protection costs are not relevant to the operations of CIWW. Fire protection is instead
a design requirement for local distribution systems and therefore the responsibility of
individual Member Agencies.
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• Member Agency Specific Expansion Costs (fixed $/period) shall include all costs related
to Allocated Growth. Member Agency specific expansion costs shall be unique to
individual Member Agencies and allocated to them based on their respective Growth
Allocations and billed to Member Agencies as a fixed amount per period (e.g., month or
year).
WATER RATE REQUIREMENTS
Water rates charged to Member Agencies shall include a volume rate that recovers the Base Costs,
a fixed monthly charge to recover the Extra-Capacity Costs, and a separate monthly fixed charge
to recover the Member Agency Specific Expansion Costs. The following table illustrates the
calculation of unit costs, which are then multiplied by the Member Agency’s units of service to
determine the billable charges.
Cost / Expenditure Description
Base Costs
Extra-Capacity
Costs
Allocated
Capacity Costs
Member
Agency
Specific
Expansion
Costs
Allocated Based on: Average Day Maximum Day Allocated
System
Capacity
Pro Rata
Share of
Growth
Variable Costs of Operating
Leases
X
Fixed Costs of Operating Leases X X
CIWW Organizational Costs X X
Joint Capital Debt Service X X
Joint Capital Cash Funding X X
Shared Expansion Debt Service
(9%)
X
Shared Expansion Cash Funding
(9%)
X
Allocated Expansion Debt
Service (91%)
X
Allocated Expansion Cash
Funding (91%)
X
Totals $XX $XX $XX $XX
Units Total CIWW
Volume
Projected to be
Produced for
the year in MG
Total of Member
Agencies’ 5-year
average MDD in
MGD
Total of
Member
Agencies’
Allocated
Capacity in
MGD
Member
Agency
Specific
Unit Cost $ / MG $ / MGD N/A N/A
Charge Type Variable Fixed Fixed Fixed
Uniform cost per unit applicable to
all Member Agencies
Specific to each
Member
Agency
Specific to
each Member
Agency
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Extra-Capacity costs must be allocated between Base (average-daily demand) and Extra-Capacity
(demands above average-day). The split between the two is determined mathematically as follows:
• Average Day Demand (Base) = total water deliveries to all Member Agencies together with
allowances for water losses pursuant to Schedule VI-3, divided by 365 days (leap years
will be ignored for this calculation).
• Maximum Day Demand (MDD) = 5- year average of non-coincident maximum daily water
delivery to all Member Agencies.
• Extra-Capacity Demand (Extra-Capacity) = Maximum Day Demand minus Average Day
Demand.
For illustration purposes only. Assume the average-day demand is 100 MGD and the Maximum
Day Demand is 250 MGD. The allocation of costs between Base and Extra-Capacity components
would be calculated as follows:
Base Extra Capacity Total
System Demand 100 MGD 150 MGD 250 MGD
% Allocation 40%
(100 / 250)
60%
(150 / 250)
100%
(250 / 250)
Charges for individual Member Agencies will be calculated as follows and billed monthly:
• Volume Charges: The Base Cost per unit x the Member Agency’s volume as determined
pursuant to Article VI, Section 3.
• Extra-Capacity Charges: The cost per MGD x the Member Agency’s MDD, divided by 12
months.
• Allocated Capacity Costs: The cost per MGD x the Member Agency’s allocated capacity,
divided by number of periods.
• Member Specific Expansion Charges: The monthly cost of expansion specific to the
Member divided by number of periods.
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SCHEDULE VI-3
ASSUMPTIONS USED TO ESTIMATE VOLUME OF UNMETERED WATER USED
BY DMWW
The following calculation illustrates the methodology to calculate estimated annual water loss
attributable to the Water Distribution Facilities of DMWW. Such calculation is provided for
illustrative purposes only and shall be performed on an annual basis using the most recently
available pumpage and metering data. The annual amount attributable to DMWW shall be divided
into twelve (12) equal monthly installments and added to the monthly billings to be paid by
DMWW.
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SCHEDULE VI-5
CHARGES FOR EXCESS CONSUMPTION
All Member Agencies of CIWW will, at all times, have a defined Allocated Capacity attributed to
them. Each Member Agency’s Allocated Capacity is the maximum amount of water CIWW is
obligated to deliver during a single day. Any water delivered to a Member Agency in excess of its
Allocated Capacity on more than three (3) non-consecutive or consecutive days in any given
calendar year shall be subject to additional charges referred to as Capacity Lease Charges. For the
purposes of this Schedule, a day is the 24-hour period commencing at 12:00 am.
Water delivered to Camp Dodge by Johnston under the emergency supply provision set forth in
the first sentence of Section 4 of the Easement Agreement dated February 4, 1996 between
Johnston and the Armory Board of the Iowa National Guard shall be excluded from the water
delivered to Johnston in calculating Capacity Lease Charges.
1. Determine if Member Agency has Excess Consumption for Year. This is calculated as the
total maximum volume of water delivered during any day during the Calendar Year, less the
Member Agency’s then-current Allocated Capacity. If the Member Agency has three or fewer
days with Excess Consumption, additional charges do not apply. Excess Consumption for
more than three days results in Capacity Lease Charges as outlined below in Sections A or B.
Example 1: Member X’s Allocated Capacity is 5 MGD and received the following highest
daily gallons of consumption (in ascending order):
• 5,100,000 gallons
• 5,500,000 gallons
• 6,000,000 gallons
Because there are no more than three days with Excess Consumption over the Member
Agency's Allocated Capacity, additional charges do not apply.
Example 2: Member X’s Allocated Capacity is 5 MGD and received the following highest
daily gallons of consumption (in ascending order):
• 5,100,000 gallons
• 5,500,000 gallons
• 6,000,000 gallons
• 6,100,000 gallons
There are more than three days over the Member Agency’s Allocation Capacity, so
Capacity Lease Charges shall apply. Excess Consumption of 1.1 MGD is based on the
highest volume of water received in a day during the Calendar Year (6.1 MGD – 5.0 MGD
Allocated Capacity).
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2. Calculate Capacity Lease Charges. Member Agencies receiving CIWW deliveries of Excess
Consumption are subject to a lease of the surplus capacity made available by CIWW from the
Allocated Capacity of other Member Agencies.
A. Prior to the Saylorville Water Treatment Plant 10 MGD expansion being fully constructed
and operational (estimated to be in 2027), the lease payment is the sum of two components:
i. Return on Invested Capital. The return on capital shall be calculated as the then-current
net book value (the original cost less accumulated depreciation) of CIWW Water
Supply Facilities multiplied by a rate of return of 8%, divided by the total Allocated
Capacity of all CIWW Member Agencies, times the Excess Consumption determined
in Step 1.
Example: The total book value of Water Supply Facilities is $144 million and the
total of all Member Agencies’ Allocated Capacities is 134.5 MGD; the charge for
return on invested capital is: $144M x 8% / 134.5 MGD x 1.1 MGD = $94,216.
ii. Depreciation. The annual depreciation expense of the CIWW Water Supply Facilities
divided by the total Allocated Capacity of all CIWW Member Agencies.
Example: The annual depreciation expense on Water Supply Facilities is $10 million
with total Allocated Capacity of 134.5 MGD; the charge for depreciation is: $10M /
134.5 MGD x 1.1 MGD = $81,784.
Total Capacity Lease Charge for 1.1 MGD of Excess Consumption =
$94,216 + $81,784 = $176,000
B. Beginning with the first full Calendar Year after the commissioning of the Saylorville Water
Treatment Plant 10 MGD expansion, the Capacity Lease Charges shall be calculated as
follows:
i. The Capacity Lease Charges shall be based on the then-current total annual debt service
of CIWW related to treatment capacity projects, or if no debt service for treatment
capacity projects exist, the average annual debt service of the most recent capacity
expansion adjusted for a reasonable cost index, such as the Engineering News Record
Construction Cost Index (ENR CCI).
Example: The total annual debt service is $10 million for a 10 MGD expansion; the
Capacity Lease Charge is: $10M / 10 MGD x 1.1 MGD = $1,100,000
3. Calculate annually and bill Member Agency(ies). The above calculation shall be completed
for each Member Agency for each Calendar Year the Member Agency receives more than
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three days of Excess Consumption over its Allocated Capacity. Amounts will be determined
retroactively based on meter readings as they are made available to CIWW. All charges
computed under this Schedule are a one-time charge and shall be billed to the Member
Agencies separately from all other charges for service and shall be due and payable within 25
business days of receipt.
4. Allocate Capacity Lease Charge Receipts. Receipts from the Capacity Lease Charge shall be
allocated to the Member Agencies that had no Excess Consumption for the same Calendar
Year in proportion to their surplus as follows:
a. Determine Member Agency Surplus. This is calculated as the difference between the
Member Agency’s max-day demand during the Calendar Year and its Allocated
Capacity.
Example: The Member Agency has an Allocated Capacity of 6 MGD and the maximum
day demand for the Calendar Year was 4 MGD; the surplus is 2 MGD.
b. Sum the Surplus for All Applicable Member Agencies. Calculate the surplus capacity
for all Member Agencies for the Calendar Year and sum the total. Ignore all negative
values.
Example: The total of all surpluses after repeating Step 4a for all Member Agencies is
10 MGD.
c. Distribute the total Capacity Lease Charges for the Calendar Year proportionately.
Divide each Member Agency’s surplus by the total surplus for the year, and multiply
by the total lease payment received.
Example: A Member Agency had a surplus of 2MGD out of 10MGD total, or 20%.
The lease payment was $1,100,000; the Member Agency receives 20% of the payment,
or $220,000.
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SCHEDULE XII-3
EXCEPTIONS TO PREMIUM PROVISION FOR NEW MEMBER AGENCIES
• The City of Van Meter, Iowa has expressed a desire to join this Agreement but is not
included in the DMWW 2017 Long Range Plan and CIWW has no current physical ability
to provide service to such entity. Thus its joinder at the time of the execution of the
Agreement is not considered practical. For a period of five (5) years from the Operational
Commencement Date, the City of Van Meter will not be subject to the premium set forth
in Article XII, Section 3 if it is subsequently admitted as Member Agency. All other terms
set forth in this Agreement apply.
• The Iowa Regional Utilities Association has expressed a desire to join this Agreement but
is not included in the DMWW 2017 Long Range Plan and CIWW has no current physical
ability to provide service to such entity. Thus its joinder at the time of the execution of the
Agreement is not considered practical. For a period of five (5) years from the Operational
Commencement Date, the Iowa Regional Utilities Association will not be subject to the
premium set forth in Article XII, Section 3 if it is subsequently admitted as Member
Agency. All other terms set forth in this Agreement apply.
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SCHEDULE XIII-1
ASSET TRANSFER TERMS
Consideration for Transfer
The consideration to be paid to and from Founding Agencies for assets transferred to CIWW shall
be computed as of the Operational Commencement Date based on a financial model and
calculation as outlined below in Steps 1-6:
Step 1: Determine Financial Investment by Founding Agency in Designated Water Supply
Facilities (Transferred Assets)
(a) Each Founding Agency with purchased capacity in DMWW’s Core Network is credited
with the book value of its purchased capacity investment, after applying straight line
amortization.
(b) Each Water Producing Member Agency is credited with the book value of its Designated
Water Supply Facilities (reduced by the principal amount of any outstanding obligations
which financed the Transferred Assets which are assumed by CIWW1) after applying
straight line depreciation, transferring to CIWW as defined in Schedule IV-7. DMWW
will also be credited with an amount as set forth in Section 11 of Article IV.
(c) The combination of a) and b) is each Founding Agency’s financial investment in the
Designated Water Supply Facilities.
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1Anticipated Outstanding Obligations which shall be assumed by CIWW, financing certain
Transferred Assets:
Step 2: Determine Total Owned Capacity by Founding Agency
a) Each Founding Agency with purchased capacity in DMWW’s Core Network is credited
with the capacity purchased in MGD.
b) Each Water Producing Member Agency is credited with the capacity of its Designated
Water Supply Facilities transferring to CIWW as defined in Schedule IV-7.
c) The combination of a) and b) is each Founding Agency’s Total Owned Capacity (MGD)
in the Designated Water Supply Facilities.
d) The aggregate Total Capacity of the Designated Water Supply Facilities is 134.5 MGD.
127
Step 3: Determine Cost of Capacity Used by Founding Agency
a) Identify each Founding Agency’s Historic Maximum Day Utilization of Capacity, or its
five-year average Maximum Day Demand (MDD), as defined in Schedule I-2B.
Note: DMWW’s Five-Year Average MDD from Schedule I-2(B) is adjusted to reflect the
Purchase Capacity requirements to serve Bondurant and Altoona as wholesale customers
as provided by the Purchased Capacity Master Agreement under Section 15 of Article IV,
subject to the terms and limitations of Section 15.
b) Calculate the weighted average cost of used capacity per MGD by Founding Agency
i. Determine the Book Value per MGD for each Water Producing Member Agency.
Wholesale customers of DMWW who purchase 100% of their water supply from
DMWW are assigned DMWW’s Book Value per MGD. Book value per MGD is
summarized below:
ii. Determine the percentage of capacity by source for each Water Producing Member
Agency and Founding Agency.
128
iii. Multiply the Book Value per MGD in step i. by the percentage of capacity source in step
ii).
c) Multiply the Five-Year Average Maximum Day Demand in step a) by the weighted average
cost of capacity to determine the Total Cost of Used Capacity.
Step 4: Determine the Book Value of Reserve Capacity by Founding Agency
a) Net the Financial Investment in Designated Water Supply Facilities in Step 1 with the Cost
of Capacity Used in Step 3(c) to calculate the Book Value of Reserve Capacity.
129
Step 5. Assign Remaining Reserve Capacity
a) After capacities have been assigned to Founding Agencies, there remains 31.433 MGD in
system capacity that needs to be assigned to the Founding Agencies (134.5 MGD less
103.067 MGD assigned to Founding Agencies in Step 3).
b) Proportionately allocate the remaining Reserve Capacity of 31.433 MGD to the Founding
Agencies based on each Founding Agency’s pro rata share of projected regional growth
through the year 2034 as outlined in the DMWW 2017 Long Range Plan.
c) Calculate the cost per MGD of reserve capacity ($53,620,033) in Step 4 divided by 31.433
MGD = $1,705,852 per MGD, and multiply this by each Founding Agency’s MGD
allocation of Reserve Capacity to determine each Founding Agency’s Value of Additional
Reserve Capacity.
130
Step 6: Determine Net Position by Founding Agency
Add the Book Value of Reserve Capacity in Step 4 with the dollar value of additional
allocated reserve capacity in Step 5 to determine the Net Position by Founding Agency.
The Net Position is the amount each Founding Agency pays or receives for the transfer of
assets. A positive Net Position reflects amounts owed to the Founding Agencies and a
negative Net Position reflects amounts owed from the Founding Agency.
131
Sources of Funding
Each Founding Agency in a net deficit position shall be responsible to pay the amount owed to
CIWW using its own cash or financing. CIWW shall act as the disbursing agent for payments to
the Founding Agencies in net positive positions.
Timing of Funding
The above tables represent actual asset book values as of December 31, 2022 and projects book
values for calendar years 2023 and 2024. As such, this Schedule reflects only an estimate of the
net position of each Founding Agency. Asset book values and other components of the true-up
formula, including Maximum Day Demand, will be updated as of the Operational Commencement
Date within 4 months after the Operational Commencement date. The net deficit position from any
Founding Agency shall be paid in a lump sum within 12 months after the Operational
Commencement Date, or a Founding Agency may elect to pay according to a payment plan with
terms mutually acceptable to the Founding Agency(ies) that are owed amounts.
Construction in Progress
To the extent a Water Producing Member Agency has Construction In Progress at the Operational
Commencement Date, the partially constructed asset(s) and any indebtedness associated with the
Construction In Progress, shall be considered in the asset transfer true-up calculation as outlined
above.
132
Transfer Terms
Assets shall be transferred “as is” and in place pursuant to documents as described in Schedule IV-
7. Each Member Agency transferring Designated Water Supply Facilities shall retain risk of loss
until the Operational Commencement Date or Asset Transfer is completed, whichever is later.
Title to Be Transferred
The assets to be transferred and any related interest in each asset shall be as set forth in Schedule
IV-7 pursuant to documents as described therein.
Condition Precedent
The transfer by each Water Producing Member Agency shall be subject to the condition precedent
that CIWW shall have previously entered into an Operating Contract as provided by Article V,
Section 1.
Other Terms
The transfer shall become effective on the Operational Commencement Date by exchange of
deeds, leases, assignment, easements or other transfer documents in form and substance acceptable
to counsel for CIWW and each of the transferring parties and approved as part of this Agreement.
No title insurance or title guaranty shall be required.
CIWW shall assume the SRF indebtedness as set forth in Footnote 1 to Step 1 above as of the
Operational Commencement Date.
133
SCHEDULE XIV-2
INITIAL ADMINISTRATIVE SUPPORT SERVICES AND COMPENSATION
In lieu of hiring full- or part-time staff to provide administrative functions to CIWW, the CIWW
Board may at any time, in its sole discretion, contract with an independent third party contractor
or one or more Member Agencies to provide administrative support services including but not
limited to: meter reading and meter reading administration; preparing monthly wholesale billing
statements for Member Agencies; facilitating meetings and providing administrative support,
including scheduling meetings, preparing and compiling agendas, minutes, and other materials for
the CIWW Board and other meetings; creating presentations; processing payroll and administering
employee benefits for CIWW employees; performing accounts payable functions, including
maintaining vendor files, processing vendor invoices, interacting with vendors as necessary, and
other related functions; purchasing functions, including sourcing vendors and negotiating
competitive quotes and sealed bids for materials and services, and providing inventory and
warehousing functions; maintaining accounting records and preparing monthly financial
statements and management reports as requested by the Board; other administrative services as
requested and agreed upon by the parties.
If a Member Agency provides such services, the compensation for services shall be based on actual
labor rates loaded with a reasonable factor for employee benefits and overhead costs to capture
reasonable and appropriate ancillary costs such as occupancy, depreciation, corporate insurance,
and other similar costs that would be incurred by an independent third party contractor and
included in pricing of services; plus any out-of-pocket expenses including, materials and supplies,
travel, mileage and other similar costs. A service contract shall be executed to document the
agreement between the parties.
134
SCHEDULE XIV-3
THIRD PARTY FINANCIAL ADVISOR SCOPE
CIWW intends to hire one or more qualified professionals as third party financial advisor(s) to
provide strategic financial planning and advisory services including but not limited to: facilitate
CIWW long-range financing strategy, particularly with respect to its capital improvement
program; facilitate an annual budget; complete an annual Cost of Service study and make rate
recommendations to the CIWW board; evaluate bond markets, make recommendations, and
oversee all aspects of debt management policy and bond issuances or alternative financing,
including analyses of financing alternatives, evaluations of underwriter and bond counsel
proposals, and oversee financing structure including pricing, maturity schedules, bond covenants,
ratings and rating agency presentations; oversee investments of bond reserve and operating reserve
funds; oversee a corporate insurance program; maintain accounting records and prepare monthly
financial statements and management reports as requested by the Board; facilitate the annual audit;
work with Member Agency subject matter experts to prepare demand and population projections
as needed for capital projections; confer, consult, and coordinate with financial staff of Water
Producing Member Agencies and other contractors of CIWW to obtain and compile necessary
financial information to conduct business for CIWW or communicate information to Member
Agencies and other stakeholders; make presentations to and attend CIWW or Member Agency
Board meetings as needed; provide other financial services as requested.
135
SCHEDULE XV-2
TIMELINE FOR CAPITAL PLANS AND BUDGET
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136
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C I P B U D G E T
137
SCHEDULE XVII
INITIAL ANTICIPATED CAPITAL PROJECTS
GROWTH CAPITAL PROJECTS
Water Producer Project Name
Project OPC
(2023 Dollars)
DMWW Saylorville WTP Raw Water Supply for 10 MGD MF/RO Expansion $52,400,000
DMWW Saylorville WTP 10 MGD MF/RO Expansion $74,700,000
DMWW Saylorville to Johnston-Tenny Feeder Main Connection $10,500,000
DMWW Tenny to LP Moon Feeder Main Connection $3,500,000
DMWW Fleur WTP Alluvial Water Supply Expansion $37,800,000
DMWW McMullen WTP Well Field Expansion for 12.5 MGD Conventional $15,800,000
DMWW McMullen WTP 12.5 MGD Expansion $36,300,000
DMWW Saylorville to LP Moon Feeder Connection $74,000,000
DMWW Urbandale and Grimes Feeder Main $10,100,000
DMWW 4th WTP Surface Water Intake for 25 MGD Conventional Treatment $49,300,000
DMWW 4th WTP 25 MGD Conventional Treatment $354,300,000
DMWW 4th WTP Transmission Feeder Main to West $9,800,000
DMWW 4th WTP Transmission Feeder Main to East $3,600,000
DMWW Southwest Ground Storage Reservoir $14,700,000
DMWW Western Transmission Feeder Main to Supply Wholesale Customers $31,400,000
DMWW CIWW ASR #4 (Joint Eastside Booster Pump Station)$8,700,000
DMWW CIWW ASR #5 (Army Post Road and SE 14th Street)$8,700,000
Grimes High Service Pumping Expansion $471,000
Grimes Water Treatment Plant RO Expansion $1,660,000
Grimes High Service Pumping Expansion $471,000
Grimes Water Treatment Plant RO Expansion $1,660,000
Grimes Supplemental Feed $9,063,000
Grimes Supplemental Feed Expansion $771,000
Grimes WTP Ground Storage Reservoir $2,657,000
Subtotal Growth Capital Projects $812,353,000
138
JOINT CAPITAL PROJECTS
Water Producer Project Name
Project OPC
(2023 Dollars)
DMWW McMullen WTP Crystal Lake Improvements and Nitrate Management $7,600,000
DMWW McMullen WTP Raw Water Metering Improvements $300,000
DMWW Saylorville WTP Raw Water Metering Improvements $100,000
DMWW Fleur WTP Raw Water Metering Improvements $800,000
DMWW Fleur WTP Filter Rehabilitation $40,000,000
DMWW Early Contaminant Warning Systems $700,000
DMWW Fleur WTP Chemical Feed and Storage $12,000,000
DMWW Fleur WTP Filter Press Rehabilitation $9,200,000
DMWW Fleur WTP Clearwell Improvements $8,900,000
DMWW Fleur WTP Lime Softening Mixing Improvements $7,100,000
DMWW Saylorville WTP Flood Improvements $1,500,000
DMWW Fleur WTP Electrical Supply Improvements $6,200,000
DMWW Fleur WTP I&C Improvements $4,200,000
DMWW McMullen WTP DBP Improvements $3,200,000
DMWW McMullen WTP I&C Improvements $2,900,000
DMWW Fleur WTP Lime Softening Improvements $9,000,000
DMWW Fleur WTP Pre-Sedimentation Improvements $6,400,000
DMWW Fleur WTP Lime Silo Replacement or Rehabilitation $11,300,000
DMWW Fleur WTP Flood Improvements Study $300,000
DMWW Transmission Feeder Main Improvement From Fleur WTP West $6,900,000
DMWW Southern Transmission Feeder Main Connection $5,900,000
DMWW LP Moon Ground Storage Reservoir 2 $13,800,000
DMWW Water Storage Aeration for Disinfection Byproduct Removal $9,400,000
DMWW Wilchinski Elevated Water Tower Replacement $9,200,000
DMWW LP Moon Pumping Expansion with VFDs and Backup Power $4,400,000
DMWW Xenia Booster Station Purchase and Upgrade $10,400,000
DMWW Southwest Pump Station $9,000,000
WDMWW Replace Air Backwash Blower $129,000
WDMWW Filter Improvements (Repainting and Valve Stem Replacements)$121,000
WDMWW Replace HSP No. 2 and No. 3 $302,000
WDMWW Replace Process Valves $490,000
WDMWW Install VFDs $324,000
WDMWW Repaint Piping & Pumps $29,000
WDMWW Ferric Chloride Feed System Improvements $89,000
WDMWW Building 5 Structural-Architectural Demolition $120,000
WDMWW Building No. 1 – Mechanical Repairs - Filter Room Dehumidifier $316,000
WDMWW Building No. 1 – All Other Mechanical Improvements $276,000
WDMWW Building No. 3 - Mechanical Repairs $316,000
WDMWW Building No. 4 - Mechanical Repairs $39,000
WDMWW Building No. 6 - Mechanical Repairs $184,000
WDMWW Replace MCC Buckets $389,000
WDMWW Install Covers on SCUs $1,362,000
WDMWW Install Overflows on SCUs $140,000
WDMWW Existing Recarbonation Tank Improvements $26,000
WDMWW New Pressure Solution Feed System $383,000
WDMWW Replace 14 Ton CO2 with 30 Ton $579,000
WDMWW Lime and Soda Ash Level Sensor Replacement $43,000
WDMWW Lime and Soda Ash Bin Cleaning and Repainting $85,000
WDMWW Repair and Repaint SCU #3 $310,000
WDMWW New Recarbonation Tank and Feed Building $2,581,000
WDMWW SCU Influent Metering $163,000
WDMWW Filter Air Backwash Metering $31,000
WDMWW Filter Effluent Metering $1,432,000
WDMWW Install Turbidimeters $211,000
WDMWW Install Filter-to-Waste Piping, Valves, and Controls $838,000
WDMWW Filter-to-Waste Tank $296,000
Subtotal Joint Capital Projects $212,304,000
TOTAL GROWTH AND JOINT CAPITAL PROJECTS $1,024,657,000
139
SCHEDULE XIX-1
WATER SHORTAGE PLAN
The Water Shortage Plan below is adopted by CIWW effective as of the Operational
Commencement Date. Such Water Shortage Plan may be amended by Board action at any time
A. INTRODUCTION
This plan will apply to all CIWW Member Agencies and shall be implemented by each Member
Agency with its customers.
The intent of the CIWW Water Shortage Plan is to manage system demand so customers do not
experience pressure, quality, or availability issues during periods of extreme water demand or
during other times when water availability may be limited due to other events, such as raw water
shortage, water quality events, or mechanical failures.
The goal at each stage in the plan is to reduce CIWW system demands to 85% or less of the
“Current Capacity” of CIWW to produce safe drinking water, as defined in this plan.
The premise of Stage I is that reducing lawn watering is the most effective way to reduce demand
without undue hardship during periods when lawn watering is a significant source of demand.
Stage I may be skipped if a water shortage occurs during a time of year when lawn watering
demand is not significant.
The premise of Stage II is that particularly high demand may occur when heavy lawn watering
events occur. Stage II may be skipped if a water shortage occurs during a time of year when lawn
watering is not significant.
The premise of Stage III is that lawn watering comprises the most readily curtailed use during
water shortage events. Stage III may be skipped if a water shortage occurs during a time of year
when lawn watering demand is not significant.
Limiting consumption to a representative average of off-peak months, plus or minus a small
allowance, will result in a significant demand reduction compared to peak consumption. This is
the premise of Stage IV.
The stages of this plan are not necessarily consecutive. When a water shortage occurs the stage
deemed most appropriate for the conditions will be implemented.
B. CURRENT CAPACITY TO PRODUCT SAFE DRINKING WATER AND EXPECTED
PEAK DEMAND
1. Current Capacity. The current capacity to produce safe drinking water on any day is
referred to “Current Capacity” or C Total. Current Capacity is defined as the amount of water
CIWW can deliver on any day taking into consideration raw water availability and quality,
seasonal treatment efficacy, and any mechanical or operational issues on that given day.
The number will vary seasonally and may vary day to day depending on specific water
quality and operational conditions. Current Capacity is computed as the sum of the daily
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capacities of the individual CIWW source treatment plants and may be expressed in the
following formula:
C Total = C Fleur + C McMullen + C Saylorville + C WDMWW + C Polk City + C Grimes + any new
plant capacity
Current Capacity will be evaluated on a daily basis when there is potential for a water
shortage. Producers responsible for CIWW water production will perform the daily
evaluation and report the Current Capacity in Million Gallons per Day.
2. Expected Peak Demand. “Expected Peak Demand” is defined as the peak daily demand
that is expected by CIWW without implementation of water shortage measures under this
plan.
C. PLAN STAGE I: VOLUNTARY 25% REDUCTION IN LAWN WATERING
1. Trigger. During a period of substantial lawn watering demand, when Expected Peak
Demand reaches 90% of Current Capacity or system demand is generating a high number
of areas with low pressure, or there are other indications that without wise usage of water,
a shortage could occur.
2. Anticipated Impact. It is anticipated that Stage I will most likely be triggered during peak
lawn watering season. In a typical year lawn watering can account for as much as 40% of
demand on a peak day. If this is the case, a 25% reduction in lawn watering will result in a
10% reduction in total demand.
3. Goal. A 10% reduction in CIWW system demands as compared to Expected Peak Demand.
4. Actions.
(a) Request a metro wide 25% reduction in lawn watering.
(b) Encourage customers to optimize their lawn watering systems so water is not
directed onto impervious surfaces and lawns are not overwatered.
(c) Continued reinforcement that customers water on alternate days and excluding
Mondays (historically a peak demand day), by a system under which even numbered
addresses water only on Wednesday, Friday and Sunday, and odd-numbered
addresses water only on Tuesday, Thursday, and Saturday.
(d) Suspend all hydrant flushing programs except for water quality purposes.
(e) Request that City officials minimize high water use activities such as street sweeping
and watering golf course fairways.
(f) Coordinate with Member Agencies to ensure they are relaying the same message.
5. Enforcement. There will be no enforcement at this stage.
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D. STAGE II: VOLUNTARY 50% REDUCTION IN LAWN WATERING
1. Trigger. During a period of substantial lawn watering demand, after Stage I has been
implemented and failed to achieve an adequate reduction in consumption, when Expected
Peak Demand exceeds 90% of Current Capacity, or system demand continues to generate
areas of low pressure, or there are other indications that without further reductions in
demand, a shortage could occur.
2. Anticipated Impact. It is anticipated that Stage II will most likely be triggered during the
peak outdoor water use season. In a typical year, lawn watering can account for as much
as 40% of demand on a peak day. If this is the case, a 50% reduction in lawn watering will
result in 20% reduction in total demand.
3. Goal. A 20% reduction in system demands as compared to Expected Peak Demand.
4. Actions. Request customers further reduce water consumption by taking the following
measures in addition to those implemented in Stage I:
(i) Request a metro wide 50% reduction in outdoor water use.
(ii) Remind customers to optimize their lawn watering systems so water is not directed
onto impervious surfaces and turf is not overwatered.
(iii)Reinforce the recommendation for customers to irrigate on alternate days and
excluding Mondays.
(iv) Encourage wise use of water during outdoor activities including washing cars,
playing in the sprinkler, playing with water toys, and filling swimming pools.
(v) Encourage wise use of water indoors including identifying and repairing leaking
fixtures, washing only full loads in dishwashers and washing machines, shorter
showers, etc.
(vi) Coordinate with Member Agencies to ensure they are relaying the same message.
(vii) Request that public agencies (City, County, or State) set an example by:
Closing recreational facilities with known water inefficiencies and suspend the
operation of decorative fountains.
5. Enforcement. There will be no enforcement at this stage.
E. STAGE III: LAWN WATERING PROHIBITED AND NO USE OF AUTOMATIC LAWN
WATERING SYSTEMS
1. Trigger. During a period of substantial lawn watering demand, after Stage I and Stage II
have been implemented and failed to achieve an adequate reduction in consumption, when
Expected Peak Demand exceeds 90% of Current Capacity, or system demand continues to
generate areas of low pressure, or there are other indications that without further reductions
in demand, a shortage could occur.
2. Anticipated Impact. It is anticipated that Stage III will most likely be triggered during peak
lawn watering season. In a typical year, lawn watering can account for as much as 40% of
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demand on a peak day. If this is the case, prohibiting lawn watering will result in 40%
reduction in total demand.
3. Goal. A 40% reduction in system demands as compared to Expected Peak Demand.
4. Actions. Require members to further reduce water consumption by suspending all lawn
watering and the use of all automatic lawn watering systems of their customers. This
reduction is in addition to all steps implemented in Stage I and Stage II. The requirement
for placing new sod should be suspended until Stage III is lifted.
5. Enforcement. Customers observed by CIWW or Member Agencies watering their lawn in
violation of this policy will be notified. If lawn watering is not suspended within 48 hours,
water service will be terminated by the Member Agency and any published fees will apply.
Water service will be restored only upon receipt of an undertaking by the customer that the
customer understands and will comply with the mandatory conservation measures. Any
subsequent violation will result in further termination of service. In addition, the use of
water for lawn watering in violation of this plan shall be deemed an unauthorized use of
water and Charges for the Unauthorized Use of Water/Metering Tampering shall apply and
must be paid before water service will be restored.
F. STAGE IV: WATER RATIONING
1. Trigger. During periods of substantial lawn watering demand, or other potential shortage
after Stage I, Stage II, and Stage III have been implemented and failed to achieve an
adequate reduction in consumption, when Expected Peak Demand exceeds 90% of Current
Capacity, or system demand is generating a high number of areas with low pressure, limited
source water supply, or there are other indications that without wise usage of water, a
shortage could occur. Stage IV may also be invoked, without resort to Stages I through III,
if Expected Peak Demand for any reason and/or limited source water supply cannot be
addressed by the measures contemplated by Stages I through III.
2. Anticipated Impact. It is anticipated that Stage IV will only be triggered in the event of a
significant and severe water shortage, or other event, which severely reduces capacity
relative to demand. In this case a reduction in demand to the lowest level which will meet
public health and safety standards and, when reasonably possible, animal health and safety
standards for livestock producers will be sought.
The definition of a “livestock producer” is the same as stated in 7 U.S.C. § 1471(1) to be
“(A) a person that is actively engaged in farming and that receives a substantial amount of
total income from the production of grain or livestock, as determined by the Secretary, that
is:
(i) an established producer or husbander of livestock or a dairy producer who is a
citizen of, or legal resident alien in, the United States; or
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(ii) a farm cooperative, private domestic corporation, partnership, or joint operation in
which a majority interest is held by members, stockholders, or partners who are citizens of,
or legal resident aliens.”
3. Goal. A reduction in system demands as compared to Expected Peak Demand sufficient to
allow the CIWW to meet public health and safety standards, and when reasonably possible,
animal health and safety standards.
4. Actions. Water rationing measures will be required to be implemented by all Member
Agencies and enforced by application of an Emergency Water Shortage Rate. In order to
implement such a demand, Member Agencies in consultation with the CIWW Technical
Committee shall set a target level for demand consistent with its Current Capacity and shall
use such target to establish a “Rationed Demand” as defined in this Plan. All Member
Agencies will be responsible for asking their customers to reduce their consumption to a
level to meet the “Stage IV Rationed Demand”. Member Agencies will be expected to
initiate efforts to reduce consumption above such level and will be charged at the
Emergency Water Shortage Rate intended to strongly discourage consumption above such
level.
a. Water rationing shall consider livestock health and safety needs. The expected decrease
for members supplying such needs shall be set by the Technical Committee taking into
consideration livestock health and safety needs.
b. At Stage IV, Member Agencies with alternative available sources of water meeting state
drinking water stands shall supplement and/or replace CIWW water from those
sources.
5. Enforcement. “Stage IV Rationed Demand” means for each Member Agency will be
responsible for implementing measures to ensure this Rationed Demand is not exceeded.
Should the “Stage IV Rationed Demand” be exceeded, the Member Agency will be subject
to an Emergency Water Shortage Rate which will be equal to 10 times the established
variable rate for any amount in excess of the Rationed Demand.
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SCHEDULE XXII-3
MANDATORY EXIT PAYMENTS FOR VOLUNTARY TERMINATION OF
AGREEMENT
Termination of membership pursuant to Article XXII introduces a situation where CIWW costs
previously paid by the departing Member Agency must then be absorbed by all remaining
members. All else being equal, the termination causes the average cost per unit of service to
increase for all remaining members, resulting in higher rates. While some CIWW costs may be
avoidable – such as variable operating costs – many other costs are either unavoidable in the short
term – such as many fixed operating costs – or totally unavoidable as in the case of the capital
costs of assets placed into service to meet, in part, the demand requirements of the departing
Member Agency. The unavoidable costs left behind by departing Member Agencies are commonly
referred to as “stranded costs.”
Member Agencies shall pay the Mandatory Exit Payment as means of reducing but not eliminating
the burden of stranded costs on the remaining Member Agencies. The Mandatory Exit Payment
includes three components to be determined by the Board based on the following procedures, and
is due and payable within 30 days of termination:
Step 1: Determine Stranded Base Costs
Departing Member Agencies will pay for five (5) years’ worth of their estimated fixed Base Costs.
The eligible costs shall be the Base Costs calculated pursuant to Schedule VI-2 less the variable
operating and maintenance costs for the fiscal year preceding the termination date.
Divide the resulting eligible Base Costs by the total water deliveries made by CIWW in the fiscal
year preceding the termination to determine the cost per unit of volume. Multiply the unit cost by
the departing Member Agency’s annual water delivery for the same fiscal year and multiply the
result by five (5) to arrive at the Stranded Base Costs.
Step 2: Determine the Member Agency’s Stranded Extra-Capacity Costs
Departing Member Agencies will pay ten years’ worth of their estimated Extra-Capacity Costs.
Total eligible Extra-Capacity Costs shall be calculated pursuant to Schedule VI-2 for the fiscal
year preceding the termination date. Divide the eligible Extra-Capacity Costs by the Max Day
Demand for the CIWW system for the same fiscal year, multiply the result by the Max Day
Demand of the departing Member Agency, and then multiply by ten (10) to arrive at the Stranded
Extra-Capacity Cost.
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Step 3: Determine the Member Agency’s Stranded Member Agency Specific Expansion
Costs.
Departing Member Agencies will pay 100% of the remaining debt together with any cash-funding
obligations related to their Member Agency Specific Expansion Costs as determined pursuant to
Schedule VI-2.
The CIWW Board will determine the remaining debt obligation for the departing Member Agency
based on that Member Agency’s total allocation of Growth Capital as of the end of the fiscal year
prior to the termination. To the extent the Member Agency was also required to make periodic
cash contributions to fund the Growth Capital, then the sum of those remaining commitments will
be added to the remaining debt obligation.
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SCHEDULE XXV-14
LIST OF EXISTING SERVICE TERRITORY AGREEMENTS BETWEEN MEMBER
AGENCIES
• Warren Water District with the City of Norwalk (executed May 2015)
• Warren Water District with the West Des Moines Water Works (executed November
2012)
• Warren Water District with Des Moines Water Works (anticipated 2023)
• Xenia Rural Water District with the City of Grimes (executed May 1993)
• Xenia Rural Water District with the City of Waukee (executed July 1992)
• Xenia Rural Water District with the City of Johnston (legal settlement dated December
2022)
• Xenia Rural Water District with West Des Moines Water Works (executed November
2023)
• Xenia Rural Water District with Urbandale Water Utility (anticipated 2023)