HomeMy WebLinkAbout2025-03-03 I01F_05 Professional Consulting Services Agreement_Public Safety GeothermalAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: March 3, 2025
AGENDA ITEM:Consideration of approval of a resolution approving Agreement for
Professional Consulting Services with Afton Energy, LLC [Waukee Public
Safety Geothermal Consultation and Services]
FORMAT:Resolution
SYNOPSIS INCLUDING PRO & CON: As a part of the construction of the new Public Safety
facility, the decision was made to utilize geothermal for heating the building
along with the installation of a solar array to offset a portion of the electrical
costs associated with the building.
The Federal Inflation Reduction Act approved in 2022, created numerous
opportunities for tax-exempt entities related to clean/alternative energy system
installations.
Staff is recommending entering into contract with Afton Energy, LLC to assist
in preparing the materials necessary to submit for the available funding and
navigating the process.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: There is no initial cost to the City
of Waukee for these services. If Afton is successful in securing federal funds
for these projects, the fee to Afton would be 15% of the funds received. If no
funds are received, there is no payment to Afton.
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT:
RECOMMENDATION: Approve the resolution.
ATTACHMENTS: I. Proposed Resolution
II. Professional Services Agreement with Afton Energy, LLC
PREPARED BY: Brad Deets, City Administrator
REVIEWED BY:
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THE CITY OF WAUKEE, IOWA
RESOLUTION 2025
APPROVING AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES WITH
AFTON ENERGY, LLC [WAUKEE PUBLIC SAFETY GEOTHERMAL
CONSULTATION AND SERVICES]
IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA
WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal
Organization; AND,
WHEREAS, the City desires to retain the consultant services of Afton Energy, LLC for
preparation and application to secure available Federal funding for Waukee’s Public Safety
geothermal and solar systems installed as a part of the construction of the new facility;]; AND,
WHEREAS, the scope of services includes preparation of all appropriate documentation and
applications for available IRS funds within Section 48 of the IRS regulations and utilization of
an independent auditor/CPA to review the final work product ensuring compliance.
NOW THEREFORE BE IT RESOLVED by the City Council of the City of Waukee that the
approving Agreement for Professional Consulting Services with Afton Energy, LLC [Waukee
Public Safety Geothermal Consultation and Services] is hereby approved.
Passed by the City Council of the City of Waukee, Iowa, and approved the 3rd day of March,
2025.
____________________________
Courtney Clarke, Mayor
Attest:
___________________________________
Rebecca D. Schuett, City Clerk
RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN
R. Charles Bottenberg
Chris Crone
Rob Grove
Anna Bergman Pierce
Ben Sinclair
GEOTHERMAL CONSULTATION AND SERVICES AGREEMENT
This Geothermal Consultation Services Agreement (“ Agreement ”) is entered into by and between
Afton Energy, LLC, a Nebraska limited liability company (“ Afton ”) and The City of Waukee a political
subdivision of the state of Iowa, (“ Waukee ”), as of March , 2025 (the “ Effective Date ”). Afton and
Waukee are occasionally referred to herein individually as a “ Party ” and collectively as the “ Parties .”
RECITALS
A. Afton is in the business of designing, procuring, consulting, developing, financing, managing
and coordinating the sale, purchase and funding of renewable and energy efficiency products and systems
(“ Renewable Technologies ”) to commercial entities (collectively, “ Customers ”).
B. Waukee understands that Afton does not act as the developer or contractor in this instance, is a
separate legal entity, and provides only the separate set of Services defined more specifically below.
C. The Parties desire to enter into a relationship whereby Afton will provide its services to
Waukee on the terms and conditions set forth in this Agreement.
D. Each Party is entering into this Agreement in reliance on the other Party’s integrity, ability and
expressed intention to deal fairly with each other.
AGREEMENT
In consideration of the foregoing premises and the mutual covenants and representations below,
the Parties agree as follows:
1. Afton Services . Afton agrees to consult, organize, prepare, apply for and provide guidance to
Waukee to secure available Federal funding for Waukee’s Public Safety geothermal and solar systems as
detailed and set forth in Exhibit A (collectively, the “Services”).
2. Availability . Afton, in addition to the items set forth on Exhibit A , agrees that in performing the
Services that it shall be obligated to be available to meet, in person or telephonically, with Waukee during
normal business hours in order to (i) discuss potential feedback, (ii) discuss products, services, timeline,
design, complaints and/or issues and improvements.
3. Payment Terms .
(a) Waukee shall pay to Afton an initial flat fee of $0.00 per location upon execution of
this agreement. (“Initial Fee”).
(b) Waukee shall pay to Afton a success fee equal to 15% of the total award amount of grant funds
received through Section 48 of the Inflation Reduction Act as referenced in Exhibit B.
4. Confidential Information . During the term hereof and for three (3) years thereafter, Waukee
agrees to hold the Confidential Information of Afton in confidence and not to use, reproduce, distribute or
disclose such Confidential Information. Waukee acknowledges that Afton’s Confidential Information
shall be and remain Afton’s sole and exclusive property. “ Confidential Information ” means Afton's
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special business techniques, market analyses, forms, price lists, software programs, and all other
information regarding operations or financing of Afton's business and (ii) all information which may be
disclosed by Afton to Waukee . Confidential Information does not include any information which (i) was
already known by, or in the possession of, Waukee at the time of disclosure, (ii) is or becomes generally
known to the public without breach of this Agreement, (iii) is rightfully received from a third party
without restriction on disclosure and not, to the knowledge of Waukee, in breach of any obligation of
confidentiality, or (iv) is independently developed by Waukee without use of the Confidential
Information. In addition, the prohibitions on disclosure contained in this section shall not apply to the
disclosure of Confidential Information when required by law or legal process, or when requested by a
government regulatory authority in connection with any investigation or audit or information–seeking
exercise.
5. Breach, Termination, Effect of Termination . Either Party may terminate this Agreement
immediately upon written notice in the event of any (i) material breach of this Agreement, or (ii) material
change in applicable laws, rules or regulations (including but not limited to any written opinion or
interpretation of any such law or regulation by a court or government agency) that materially adversely
impacts the Services.
6. LIMITATION OF LIABILITY . IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR
BUSINESS REVENUE, OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND,
HOWEVER CAUSED, AND WHETHER BASED IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY AND REGARDLESS OF WHETHER
EITHER OR BOTH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Miscellaneous .
(a) Governing Law; Attorneys Fees . This Agreement will be governed by and
constructed in accordance with the laws of the State of Iowa, without regard to its conflict of laws
principles.
(b) Severability . The provisions of this Agreement shall be deemed severable. If any
provision of this Agreement is held void or unenforceable by any court of competent jurisdiction, it will
be severed from this Agreement and the remaining provisions will remain in full force and effect.
(c) N otices . Any notice or other communication to be given by any Party hereunder to the
other Party shall be given or made by delivering the same by overnight delivery service, by same day
courier, by hand delivery or by e-mail (“N otice ”) to the Party to whom the notice is directed, in either
case, at the address set out below or to such alternative address as may from time to time be designated by
Notice given to the other Party in the manner provided in this Section:
To Waukee 's addressed to it
at:
Attention: Brad Deets
Email: bdeets@waukee.org
To Afton addressed to it
at:
Attention: Adam R. Herink
Email:
aherink@aftonenergy.com
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(d) Waivers . A Party’s consent to, or waiver of, a breach by the other Party must be in
writing and shall not constitute consent to, or a waiver of, any other, different or subsequent breach.
(e) Counterparts . This Agreement may be executed in counterparts, each of which, when
taken together, shall constitute one instrument. Any facsimile or scanned signature of this Agreement
shall be as binding as if originally executed, and an original signature shall be forwarded to the other party
within a reasonable period of time thereafter.
(f) N o Third Party Beneficiaries . Nothing expressed or implied in this Agreement is
intended, or shall be construed, to confer upon or give any party other than the Parties hereto and their
respective corporate affiliates, heirs, successors and permitted assigns, any rights or remedies under or by
reason of this Agreement.
(g) Entire Agreement . This Agreement constitutes the entire agreement between the
Parties and may not be amended or modified except by a writing signed by both parties. This Agreement
replaces and supersedes any previous agreement with respect to the subject matter thereto, including any
previous term sheets and riders related to the subject matter herein.
IN WITNESS WHEREOF, Afton and Waukee have executed this Agreement as of the Effective
Date.
(“Afton”)
Print Name and Title:
_ _Adam R. Herink__ ___________________
Sign Name:
Date:
2/27/2025
(“Waukee ”)
Print Name and Title:
____________________________________
Sign Name:
____________________________________
Date:
____________________________________
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EXHIBIT A
Services
● Work with Waukee 's construction manager and design team to organize and prepare all the
appropriate cost information required by the IRS.
● Review each location and project scope to verify the maximum amount of grant dollars available,
including bonus credits provided by the Inflation Reduction Act.
● Create the required IRS profiles for each individual project.
● Ensure each project meets the requirements of IRS Section 48.
● Utilize previous experiences and work history to maximize Waukee grant opportunities through
approved IRS strategies.
● Prepare schedules for each site based on the IRS timelines in conjunction with current
construction/installation updates.
● Prepare all appropriate documentation and apply for the available IRS funds within Sec. 48 of the
IRS regulations.
● Utilize an independent auditor/CPA to review the final work product ensuring compliance.
● Ensure Section 48 grant opportunities work with all other funding sources utilized by Waukee .
● Conduct site visits to inspect the systems along with contractor meetings and discussions to
qualify the installed systems.
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EXHIBIT B
Payment Schedule
1. The Initial fee of $0.00 per location due at the time this agreement is executed.
2. Success fee equal to 15% of the total grant amount awarded under Section 48 of the Inflation
Reduction Act when Waukee receives the grant funds.
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