HomeMy WebLinkAbout2025-10-06 Resolution 2025-400_Natural Gas Utility, First Amendment to Asset Purchase AgreementTHE CITY OF WAUKEE, IOWA
RESOLUTION 2025-400
RESOLUTION APPROVING FIRST AMENDMENT TO ASSET PURCHASE
AGREEMENT FOR THE SALE OF THE GAS UTILITY TO MIDAMERICAN
ENERGY COMPANY
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, at a Special Election held March 4, 2025, the voters authorized the City to
discontinue and dispose of the municipally -owned gas utility, known as Waukee Municipal Gas
Utility, by sale; AND
WHEREAS, on April 21, 2025, the City approved an Asset Purchase Agreement with Mid
American Energy Company to move forward with the sale of the Gas Utility.
WHEREAS, said First Amendment to the Asset Purchase Agreement revises terms of the
original Agreement.
NOW BE IT THEREFORE RESOLVED by the City Council of the City of Waukee that the
First Amendment to Asset Purchase Agreement attached hereto should be and the same is hereby
approved.
Passed by the City Council of the City of Waukee, Iowa, and approved this the 6th day of
October, 2025.
Courtney Clarke, Mayor
Attest:
QAtifilk tboktvi
Rebecca D. Schuett, City Clerk
RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN
R. Charles Bottenberg X
Chris Crone X
Rob Grove X
Anna Bergman Pierce X
Ben Sinclair X
FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
(WAUKEE MUNICIPAL GAS UTILITY)
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "First
Amendment") is dated Pti-A9titr , 2025, by and between the City of Waukee,
an Iowa municipality ("Seller), and MidAinerican Energy Company, an Iowa• corporation
("Buyer").
WHEREAS, Seller and Buyer have entered to that certain Asset Purchase Agreement
dated April 24, 2025 (the "Original Agreement"); and
WHEREAS, Seller and Buyer desire to enter into this. Amendment to amend certain
provisions of the Original Agreement.
NOW THEREFORE, in. consideration of the .mutual covenants and conditions contained
herein, the parties agree as -follows.:
1. Section 5.1 Closing. The date "November 6, 2025" in Section 5.1 (Closing) of the
Original Agreement is hereby deleted and replaced with the date "October 22,
2025".
2. New Section 9.14 Post -Closing Customer Billing and Purchase of Gas. The
following provision shall be added after Section 9.13 of the Original Agreement:
"Section 9.14. Post -Closing Customer Billina/Collection and
Purchasing/Ordering Gas. After 9:00am on the Closing Date,
Buyer shall be solely responsible for: (a) all customer billing and
collection• for the Utility, and (b) ordering and purchasing gas from
any gas suppliers for the Utility."
3.. Except as amended in this First Amendment, the Original Agreement and :the
terms of it shall continue in full force and effect. In the event of a conflict
between the provisions of the. Original Agreement and this First Amenchnent, the
provisions of this First Amendment shall prevail.
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IN 'WITNESS WHEREOF, the parties have caused this First Ainendment to be duly
executed and effective as of the date set forth above.
SELLER:
CITY OF WAUKEE, IOWA
By:
Courtney Clarke, Mayor
ATTEST:
By: -txrvrit
.Brad Deets, City Administrator
BUYER:
MIDAMKRICAN ENERGY COMPANY
By:
Jason Lee, Vice President, Gas. Delivery