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Home My WebLink About2025-12-01 I05 28E Agreement, Third Amended and Restated_WRAAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: December 1, 2025 AGENDA ITEM:Consideration of approval of a resolution approving and authorizing execution and delivery of the Third Amended and Restated Agreement for the Des Moines Metropolitan Wastewater Reclamation Authority (WRA), consenting to the issuance of bonds by the Board of the WRA for the purpose of constructing improvements under the terms of said Agreement, and related matters FORMAT:Resolution SYNOPSIS INCLUDING PRO & CON: The WRA provides the coordinated operation of regional wastewater treatment for 18 member communities throughout the Des Moines Metro. Waukee joined as an expansion community in 2005. The proposed third amendment to the joint 28E/F agreement for the WRA includes a number of key changes including the following: Increases the Debt limit for all WRA activities from $675 million to $975 million Provides for changes to board membership decreasing the number of board members from one per 25,000 residents to one per 65,000 residents with a total number of board members per community to not exceed three Shifts from population-based to flow-based for weighted voting items Creates a new class of membership for associate communities which allows for broader participation without financial obligations Strengthens the role of the WRA Director by creating independence from the City of Des Moines who is the operating contractor while also providing for a clear conflict resolution process Defines core, expansion and special project categories for clear direction on cost sharing for projects FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: The WRA Organizational Assessment Committee which was made up of representatives from several member communities has worked on this proposed amendment over the last several years. The WRA Board has reviewed the document over the past several months and approved the form and content of the amendment at their meeting on November 18th. It I5 is the goal of the WRA Board to have each community approve the amendment in December for it to take effect January 1, 2026. RECOMMENDATION: Staff would recommend approval. ATTACHMENTS: I. Proposed Resolution II. 3rd Amended and Restated 28E/F Agreement III. 3rd Amendment Overview PREPARED BY:Brad Deets, City Administrator REVIEWED BY: THE CITY OF WAUKEE, IOWA RESOLUTION 2025- RESOLUTION APPROVING AND AUTHORIZING EXECUTION AND DELIVERY OF THE THIRD AMENDED AND RESTATED AGREEMENT FOR THE DES MOINES METROPOLITAN WASTEWATER RECLAMATION AUTHORITY (WRA), CONSENTING TO THE ISSUANCE OF BONDS BY THE BOARD OF THE WRA FOR THE PURPOSE OF CONSTRUCTING IMPROVEMENTS UNDER THE TERMS OF SAID AGREEMENT, AND RELATED MATTERS IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA WHEREAS, the Cities of Altoona, Ankeny, Bondurant, Clive, Cumming, Des Moines, Grimes, Johnston, Norwalk, Pleasant Hill, Polk City, Waukee and West Des Moines, and Polk County, Warren County, the Urbandale Sanitary Sewer District, the Urbandale-Windsor Heights Sanitary District and the Greenfield Plaza/Hills of Coventry Sanitary District (together, the "Participating Communities") are parties to the Second Amended and Restated Agreement for the Des Moines Metropolitan Wastewater Reclamation Authority (“WRA”), filed with the Secretary of State on June 11, 2014, as amended by the Grimes Supplemental Participation Agreement, effective July 1, 2022, as filed with the Iowa Secretary of State pursuant to Chapter 28E and Chapter 28F of the Iowa Code as agreement M512584 (the “Second Amended and Restated WRA Agreement, as Amended”); AND, WHEREAS, the WRA is a 28E/28F entity established and operating under the Second Amended and Restated WRA Agreement, as Amended, with the City of Des Moines serving as its Operating Contractor under the Initial Operating Contract established thereunder; AND, WHEREAS, the WRA Board established an Organizational Assessment Committee for purposes of developing proposed amendments to the Second Amended and Restated WRA Agreement, as Amended, and proposed amendments to the Initial Operating Contract; AND, WHEREAS, the Organization Assessment Committee, with the assistance of counsel retained by the WRA, and in consultation with the City of Des Moines, as Operating Contractor, have prepared a Third Amended and Restated Agreement for the Des Moines Metropolitan Wastewater Reclamation Authority under Chapter 28E and Chapter 28F, Iowa Code (the “Third Amended and Restated WRA Agreement” or “Agreement”), as well as an Amended and Restated Operating Contract that extends and modifies the Initial Operating Contract currently in effect (the “Amended and Restated Operating Contract”); AND, WHEREAS, on October 21, 2025, the WRA Board approved the receipt and filing of preliminary draft forms of the Third Amended and Restated WRA Agreement and the Amended and Restated Operating Contract; AND, WHEREAS, the Third Amended and Restated WRA Agreement and the Amended and Restated Operating Contract are each intended to be contingent upon the adoption of the other, with a first step being WRA Board approval of the form of the proposed Third Amended and Restated WRA Agreement and the submission thereof to the governing bodies of the parties thereto for consideration and approval; AND, WHEREAS, a proposed final form of the Third Amended and Restated WRA Agreement, a copy of which is attached hereto, was approved by the WRA Board on November 14, 2025 as to form and for submission to the Participating Communities and the Associate Community named therein for their review and approval; AND, WHEREAS, this governing body has reviewed the Third Amended and Restated WRA Agreement, and has determined the approval of the same is in the best interests of the City of Waukee and the residents thereof, and that the governing body should evidence its consent to the issuance of Bonds as provided in the Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF WAUKEE, IOWA: Section 1. Definitions. All capitalized terms used in this resolution shall have the meanings given to them in the Agreement. Section 2. Approval of Agreement. The form and content of the Agreement, in substantially the form attached hereto subject to such clerical edits or corrections as may be necessary to complete the same, is in all respects authorized, confirmed and approved. The Mayor and City Clerk are hereby authorized, empowered and directed to execute, attest, seal and deliver the Agreement for and on behalf of the City of Waukee, and that from and after the execution and delivery of the Agreement, the foregoing officials are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Agreement, including any such certificates or documents as may be necessary or desirable in order to further evidence the authorization of the City of Waukee with respect to the approval of the Agreement, and issuance of any Bonds or Refunding Bonds as provided in the Agreement. Section 3. Consent to Issuance of Bonds. The City of Waukee hereby consents to and authorizes the WRA Board, pursuant to Section 28F.3 of the Code of Iowa, as amended (the "Code"), to issue Bonds as and to the extent described in Article XIII of the Agreement, for the purposes of acquiring and constructing the Improvements contemplated by the Agreement. The City of Waukee consents to and agrees that such Bonds may be issued and sold by the WRA 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 15% in any event, with such covenants and terms and in such form and manner as the WRA Board shall determine to be appropriate, in its sole discretion, and in accordance with the Bond Offering Schedule attached as Exhibit 100 to the Agreement. The City of Waukee further consents to and authorizes the WRA Board to adjust the principal amount or time of offering of any of the Bonds from the amounts and times set forth in said Exhibit 100 at the time of the sale and issuance of any series of the Bonds in order to respond to changes in the costs, schedule or sequence of construction of the Improvements contemplated by the Agreement, or to market conditions then prevailing, or to otherwise complete the sale on terms deemed advantageous by the WRA Board under the circumstances then and there existing, so long as such modified terms are approved by the WRA Board at the time of sale of the Bonds. Notwithstanding the foregoing grant of discretion to the WRA Board, all Bonds authorized and issued by the Board under the Agreement shall be scheduled to mature so that the aggregate principal amount of all Bonds outstanding on June 30 of each year during the term of the Agreement does not exceed $975,000,000. Section 4. Consent to Issuance of Refunding Bonds. In addition to the Bonds authorized in Section 3 hereof, the City of Waukee hereby consents to and authorizes the WRA Board, pursuant to Section 28F.10 of the Code, to issue Refunding Bonds for the purpose of refunding or refinancing any of the Bonds during the term of the Agreement. Such Refunding Bonds may be issued and sold by the WRA 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 15% in any event, with such covenants and terms and for the purpose of refunding or refinancing such series of Bonds as the WRA Board shall determine to be appropriate. Section 5. Not General Obligations. The principal of and interest on all Bonds and Refunding Bonds issued under the Agreement shall be payable solely from and secured by the Pledged Revenues of the WRA System facilities (as defined in the Agreement) and from other funds of the WRA lawfully available therefore as provided in Section 28F.5 of the Code, or other applicable provisions of law, and the Bonds and Refunding Bonds shall not in any respect be general obligations of the City of Waukee. Section 6. 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 Participating Communities in accordance with Articles IX, XI and XII of the Agreement, and the City of Waukee agrees to pay its allocated share of such Debt Service to the WRA at the times set forth in the Agreement. Section 7. Restriction on Withdrawal. The City of Waukee further agrees that it may not withdraw or in any way terminate, amend or modify in any way its obligations under the Agreement to the detriment of the holders of the Bonds and Refunding Bonds while any of the Bonds and Refunding Bonds are outstanding and unpaid, and the provisions of Section 28F.3 of the Code with respect thereto are hereby approved and accepted. Section 8. Certification. A certified copy of this resolution and the executed signature page to the Agreement shall be promptly provided to the Secretary of the WRA for recording and filing as contemplated in the Agreement and Iowa Code. Passed and approved this 1st day of December, 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 THIRD AMENDED AND RESTATED AGREEMENT FOR THE DES MOINES METROPOLITAN WASTEWATER RECLAMATION AUTHORITY UNDER IOWA CODE CHAPTER 28E AND CHAPTER 28F Form Approved by WRA Board 11-18-2025 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS Section 1. Definitions .....................................................................................................................2 ARTICLE II. PURPOSE AND STATUS AS LEGAL ENTITY Section 1. Purposes ......................................................................................................................11 Section 2. Status as Separate Legal Entity and Powers ................................................................11 ARTICLE III. ORGANIZATION OF BOARD Section 1. Governing Body ..........................................................................................................12 Section 2. Composition of Board and Assignment of Weighted Voting Power .........................12 Section 3. Voting .........................................................................................................................14 Section 4. Officers of the Board ..................................................................................................15 Section 5. Meetings ......................................................................................................................16 Section 6. Bylaws .........................................................................................................................17 ARTICLE IV. POWERS OF THE WRA AND THE BOARD Section 1. Grant of Powers ..........................................................................................................17 Section 2. No Private Inurement ...................................................................................................18 ARTICLE V. COMMITTEES Section 1. Nominating Committee ...............................................................................................18 Section 2. Technical Committee ..................................................................................................18 Section 3. Appeal Committee .......................................................................................................19 Section 4. Executive Committee ...................................................................................................19 Section 5. Finance Committee .....................................................................................................20 Section 6. Other Committees .......................................................................................................20 ARTICLE V-A: ASSOCIATE COMMUNITIES Section 1. Admission of Associate Communities .........................................................................21 Section 2. Board Representation ...................................................................................................21 Section 3. Support of WRA Mission ............................................................................................21 Section 4. Limitation on Financial Obligations ............................................................................22 Section 5. Termination of Associate Community Joinder………………………………………22 ARTICLE VI. STATUS AND FINANCING OF EXISTING FACILITIES Section 1. Acquisition of Assets in 2014 .....................................................................................22 Section 2. Previously Established Surcharges for Certain Participating Communities ................22 Section 3. Reversionary Interest in Original Acquisition Assets ................................................23 Section 4 Completed Improvements ............................................................................................23 Section 5 Allocation of Debt Service for Completed Improvements ..........................................25 Section 6 Reversionary Interest in Completed Improvements ....................................................26 ARTICLE VII. CONSTRUCTION OF ADDITIONAL AUTHORIZED IMPROVEMENTS Section 1. Construction of Additional Authorized Core Improvements ......................................26 Section 2. Construction of Additional Authorized Conveyance Expansion Improvements ........29 Section 3. Construction of Special Improvements .......................................................................30 Section 4. Construction of Other Improvements and Small Capital Projects ...............................31 Section 5. Permitted Adjustments ................................................................................................33 Section 6. Reversionary Interest in New Construction ................................................................34 Section 7. Recommended Design Flows .....................................................................................34 Section 8. Contracts for Construction ..........................................................................................34 ARTICLE VIII. OPERATION AND MAINTENANCE RESPONSIBILITIES Section 1. Board Responsibilities for Operation and Maintenance .............................................35 Section 2. Participating Community Responsibilities for Operation and Maintenance ..............35 Section 3. Staff and Contracts .....................................................................................................35 Section 4. WRA Director .............................................................................................................36 Section 5. Emergencies and Disasters ..........................................................................................37 ARTICLE IX. BUDGET Section 1. Fiscal Year ..................................................................................................................37 Section 2. Schedule for Budget Preparation ................................................................................37 Section 3. Allocation of Annual Budget Shares ..........................................................................37 Section 4. Rate Stabilization and Adjustments ............................................................................39 Section 5. Budget Hearing ...........................................................................................................39 Section 6. Budget Arbitration ......................................................................................................39 Section 7. Imposition of Sewer Rates and Charges by Participating Communities Payments to WRA .............................................................................................................................................40 Section 8. Priority of Payment Obligations .................................................................................41 Section 9. Payment Defaults ........................................................................................................41 ARTICLE X. FUNDS AND ACCOUNTS Section 1. Funds and Investments ................................................................................................42 Section 2. Annual Audit ...............................................................................................................42 ARTICLE X-A WRA PLANNING Section 1. Long Range Plan ..........................................................................................................43 Section 2. Update to Long Range Plan .........................................................................................44 Section 3. Participating Community Participation ...................................................................... 44 Section 4. Implementation of WRA Long Range Plan .................................................................44 Section 5. WRA Facility Plans .....................................................................................................44 ARTICLE XI. SURCHARGES AND SPECIAL USAGE CHARGES TO CERTAIN PARTICIPATING COMMUNITIES Section 1. Surcharges to Participating Communities ...................................................................44 Section 2. Special Fees, Rates, Charges, and Surcharges ............................................................45 ARTICLE XII. NEW PARTICIPATING COMMUNITIES Section 1. Admission of New Participating Communities ..........................................................45 Section 2. Voting Rights ..............................................................................................................45 Section 3. Budget Share Allocations ...........................................................................................45 Section 4. Capital Contribution ....................................................................................................46 ARTICLE XIII. ISSUANCE OF BONDS Section 1. Obligations and Use of Reserves Authorized .............................................................47 Section 2. Consent to Issuance .....................................................................................................47 Section 3. Not General Obligations .............................................................................................48 Section 4. Allocations of Debt Service ........................................................................................48 Section 5. Cash Payments in lieu of Bonds .................................................................................48 Section 6. Restriction on Withdrawal ..........................................................................................49 Section 7. Future Interpretation ...................................................................................................49 ARTICLE XIV. CONNECTIONS, TRANSFERS, AND RECORDS OF REVERSIONARY INTEREST Section 1. Connections Outside of Participating Community Service Area and Transfers of Interests .........................................................................................................................................50 Section 2. Records of Reversionary Ownership Interest .............................................................50 ARTICLE XV. ACQUISITION AND DISPOSITION OF PROPERTY Section 1. Acquisition ..................................................................................................................50 Section 2. Disposition ..................................................................................................................51 Section 3. Acquisition from Participating Communities. .............................................................51 ARTICLE XVI. NPDES PERMIT AND INDUSTRIAL PRETREATMENT PROGRAM Section l. WRA NPDES Permits .................................................................................................51 Section 2. Administration of Industrial Pretreatment Program ...................................................52 Section 3. Adoption of Ordinances ..............................................................................................52 Section 4. Enforcement ................................................................................................................52 ARTICLE XVII. ANNEXATION AND SERVICE TERRITORIES Section 1. Annexation Not Prohibited ..........................................................................................53 Section 2. Reversionary Interest Retained ....................................................................................53 Section 3. Sanitary District Expansion .........................................................................................53 ARTICLE XVIII. CONSOLIDATION OR MERGER OF PARTICIPATING COMMUNITIES Section 1. Consolidation or Merger Not Prohibited ....................................................................53 ARTICLE XIX. DISCONTINUATION OF SANITARY DISTRICTS Section 1. Discontinuation ...........................................................................................................54 Section 2. Board Discretion .........................................................................................................54 ARTICLE XX. AMENDMENTS Section 1. Amendments ...............................................................................................................54 ARTICLE XXI. BEST EFFORTS, INDEMNIFICATION, AND DISPUTE RESOLUTION Section 1. Disclaimer ...................................................................................................................54 Section 2. Best Efforts .................................................................................................................55 Section 3. No Liability .................................................................................................................55 Section 4. Indemnification ...........................................................................................................55 Section 5. Remedies .....................................................................................................................55 Section 6. Notices ........................................................................................................................55 Section 7. Dispute Resolution – Negotiation, Mediation and Arbitration ...................................55 ARTICLE XXII. WITHDRAWAL BY PARTICIPATING COMMUNITIES Section 1. Restrictions on Withdrawal .........................................................................................56 ARTICLE XXIII. EFFECTIVE DATE, DURATION, DISPOSAL OR PROPERTY, AND REVERSIONARY INTEREST Section 1. Effective Date .............................................................................................................56 Section 2. Duration ......................................................................................................................57 Section 3. Disposal of Property upon Termination ......................................................................57 Section 4. Extent of Reversionary Interest ...................................................................................57 Section 5. Attachment and Effect of Reversionary Interest .........................................................57 ARTICLE XXIV. TRANSITION MATTERS Section 1. Prior Budget Actions ...................................................................................................58 Section 2. Approval of Amended and Restated Operating Contract ..........................................58 Section 3. Policies ........................................................................................................................58 Section 4. Grimes Supplemental Participation Agreement .........................................................58 ARTICLE XXV. SEVERABILITY Section 1. Provisions to be Severable. ......................................................................................... 58 ARTICLE XXVI. EXECUTION AND ADOPTION OF THIRD AMENDED AGREEMENT Section 1. Adoption of Third Amended Agreement ...................................................................58 Section 2. Conditions to Effectiveness .......................................................................................59 Section 3. Signature Pages ...........................................................................................................59 SIGNATURES EXHIBITS Exhibit 1 WRF Facilities Acquired as of June 11, 2014. Exhibit 2 WRA Participating Communities Reversionary Interest and Capacity Allocation as of June 30, 2014 Exhibits 3-13 Project Drawings Omitted from this Agreement but attached to Second Amended Agreement Exhibit 14 WRA Birdland Pump Station Exhibit 15 WRA Southern Tier Interceptor, Phase 10, Segment 23 Exhibits 16-20 Project Drawings Omitted from this Agreement but attached to Second Amended Agreement Exhibit 21 WRA Ingersoll Run Outlet Exhibit 22 Project Drawings Omitted from this Agreement but attached to Second Amended Agreement Exhibit 23 WRA Southwest Outfall Lining – Phase 2 Exhibit 24 Project Drawing Omitted from this Agreement but attached to Second Amended Agreement Exhibit 25 WRF Effluent Pumping Exhibit 26 WRF Clarifier Improvements – Phase 2 Exhibit 27 Project Drawing Omitted from this Agreement but attached to Second Amended Agreement Exhibit 28 WRA Little Fourmile Interceptor, Phase 15, Segment 1 Exhibit 29 Project Drawing Omitted from this Agreement but attached to Second Amended Agreement Exhibit 30 Project Drawing Omitted from this Agreement but attached to Second Amended Agreement Exhibit 31 WRA Westside Interceptor Exhibits 32-40 Omitted from this Agreement but attached to Second Amended Agreement Exhibit 41 WRA Common Trunk Improvements Exhibit 42 WRA Joint Trunk Sewer Improvements Exhibit 43 WRA Southern Tier Interceptor, Western Phase Exhibits 44-46 Project Drawings Omitted from this Agreement but attached to Second Amended Agreement Exhibits 47-52 Schedules of Surcharge Payment Omitted from this Agreement but attached to Second Amended Agreement Exhibit 53 2014 Preliminary Bond Offering Schedule Omitted from this Agreement but attached to Second Amended Agreement Exhibit 54 WRA Site Acquisition, Clearing, and Securing Exhibit 55 WRA Sewer Lining – Phase 3 Exhibit 56 WRA Phosphorus Recovery Improvements Exhibit 57 WRF Disinfection Improvements Exhibit 58 WRF Biogas Flare System Improvements Exhibit 59 WRA Sewer Lining – Phase 4 Exhibit 60 WRF Aeration Basin Improvements Exhibit 61 WRA Sewer Lining – Phase 5 Exhibit 62 WRA Personnel Facilities Exhibit 63 WRA Sewer Lining – Phase 6 Exhibit 64 WRA Sewer Lining – Phase 7 Exhibit 65 WRF Building 73 Improvements Exhibit 66 WRF Buildings 50, 51, and 52 Improvements Exhibit 67 WRF Final Clarifier Expansion – Phase 1 Exhibit 68 WRF Southwest Diversion Pump Station Odor Control Exhibit 69 WRF Trickling Filter Demolition – Phase 3 Exhibit 70 WRA Southwest Diversion Equalization Basin Odor Control Exhibit 71 WRA Sewer Lining – Phase 8 Exhibit 72 WRA Southside Des Moines River Interceptor, Phase 4 Exhibit 73 WRF Raw Water Pump Station and Preliminary Treatment Exhibit 74 WRA Southwest Diversion Pump Station Modifications Exhibit 75 WRA Southwest Diversion Equalization Basin Modifications Exhibit 76 WRA Westside Pump Station Modifications Exhibit 77 WRA Southern Tier Pump Station Modifications Exhibit 78 WRF Primary Treatment Facilities Exhibit 79 WRF Influent Sewers Relocation Exhibit 80 WRF Digester and Dewatering Improvements Exhibit 81 WRF Hauled Waste Facilities Exhibit 82 WRF Building 05 and Primary Treatment Demolition for Future Facilities Exhibit 83 WRF Second Outfall and Disinfection Facilities Exhibit 84 WRF Primary Treatment Expansion Exhibit 85 WRF Preliminary Treatment Expansion Exhibit 86 WRF Gas Conditioning Improvements Exhibit 87 WRF Effluent Pumping Station No. 2 Exhibit 88 WRF Final Clarifier Expansion Phase 2 Exhibit 89 WRF Biosolids Storage Expansion Exhibit 90 WRF Waste Sludge Thickening and Blended Sludge Facilities Exhibit 91 WRF Aeration Basin Expansion Exhibit 92 WRF Digestion Facilities Exhibit 93 WRA Pleasant Hill Pump Station Improvements Exhibit 94 WRA Beaver Creek Interceptor Improvements Exhibit 95 WRA West Des Moines Outfall, Segments 1 and 2 Improvements Exhibit 96 WRA Pleasant Hill Force Main Improvements Exhibit 97 WRA Saylor Creek Interceptor – North Branch Exhibit 98 Assessment Allocation Process for Special Improvements Exhibit 99 Schedule of Outstanding Capital Surcharge Payments – Grimes Exhibit 100 Bond Offering Schedule Exhibit 101 WRA Flow-Weighted Reversionary Interest Calculation Methodology & Process 1 THIRD AMENDED AND RESTATED AGREEMENT FOR THE DES MOINES METROPOLITAN WASTEWATER RECLAMATION AUTHORITY UNDER IOWA CODE CHAPTER 28F AND CHAPTER 28F WHEREAS, the Cities of Altoona, Ankeny, Bondurant, Clive, Des Moines, Johnston, Pleasant Hill and West Des Moines, and Polk County, Warren County, the Urbandale Sanitary Sewer District and the Urbandale-Windsor Heights Sanitary District (the "Constituent Communities") were parties to the Integrated Community Area Agreement dated February 19, 1979 or to one or more of the Supplements thereto (together, the "I.C.A. Agreement"); WHEREAS, the Constituent Communities, together with the City of Norwalk and the Greenfield Plaza/Hills of Coventry Sanitary District entered into the Amended and Restated Agreement for the Des Moines Metropolitan Wastewater Reclamation Authority, effective as of July 1, 2004, and filed with the Iowa Secretary of State as agreement M026426 (the "Original Agreement"), in order to amend, restate and terminate the I.C.A. Agreement and to provide a "two-tier" utility model of governance for the WRA System; WHEREAS, after the effective date of the Original Agreement, the Cities of Cumming, Polk City and Waukee joined as parties to the Original Agreement; WHEREAS, all parties to the Original Agreement agreed to amend and restate the Original Agreement by Second Amended and Restated Agreement for the Des Moines Metropolitan Wastewater Reclamation Authority, effective June 11, 2014, as filed with the Iowa Secretary of State as agreement M507115 (the "Second Amended Agreement"); WHEREAS, Warren County has been inactive as a Participating Community, and now desires to join as an Associate Community as provided by Article V-A of this Agreement and joins in this Agreement solely in such capacity; WHEREAS, after the effective date of the Second Amended Agreement, the City of Grimes joined as a party to the Second Amended Agreement, effective July 1, 2022, pursuant to a "Supplement to the Second Amended Agreement" as filed with the Iowa Secretary of State as agreement M512584 (the "Grimes Supplemental Participation Agreement"); and WHEREAS, this Third Amended and Restated Agreement for the Des Moines Metropolitan Wastewater Reclamation Authority Under Iowa Code Chapter 28E and Chapter 28F (this "Agreement" or the "Third Amended Agreement"), has been either approved by all parties thereto or adopted in the manner provided by Article XX of the Second Amended Agreement, to supplement, amend, restate, and replace the Second Amended Agreement, as amended by the Grimes Supplemental Participation Agreement (the "Second Amended Agreement, as Amended"). NOW, THEREFORE, THE PARTICIPATING COMMUNITIES, AND WARREN COUNTY AS AN ASSOCIATE COMMUNITY, HEREBY SUPPLEMENT THE SECOND AMENDED AGREEMENT, AS AMENDED, BY AMENDING AND RESTATING IT AS FOLLOWS: 2 ARTICLE I. DEFINITIONS Section l. Definitions. For purposes of this Agreement, the following words and phrases shall have the following meanings: (a) "Agreement" or "this Agreement" or "Third Amended Agreement" shall mean this "Third Amended and Restated Agreement for the Des Moines Metropolitan Wastewater Authority", as the same may be amended and supplemented from time to time. (b) "Amended and Restated Operating Contract" shall mean the Amended and Restated Operating Contract between the WRA and the City of Des Moines, Iowa that goes into effect as of the Effective Date of this Agreement. (c) "Annual Budget" shall mean the WRA budget developed and adopted for each fiscal year under Article IX of this Agreement. (d) "Appeal Committee" shall mean the committee established under the provisions of Article V, Section 3, of this Agreement. (e) "Associate Community" shall mean Warren County and any other city or county that is not a Participating Community but has one or more sanitary districts or city sewer utilities operating within its territorial limits that are Participating Communities, and that joins in this Agreement for the limited purposes provided by Article V-A of this Agreement. (f) "Board" shall mean the board of the WRA, established and acting under this Agreement. (g) "Bonds" shall mean any and all bonds, notes, loan or lease agreements, interim obligations, or other obligations issued by the WRA as authorized under Chapter 28F of the Code or any other applicable provision of law, to acquire and construct the Improvements to the WRA System, including without limitation, loans issued through the Iowa Finance Authority’s State Revolving Fund (SRF). (h) "Calendar year" shall mean the annual period from January 1 to December 31, unless otherwise defined by Board resolution. (i) "Code" shall mean the Code of Iowa, as the same may be amended and supplemented from time to time. (j) "Community Extension" shall have the meaning set forth in Article VII, Section 4(c) of this Agreement. (k) "Community Extension Agreement" shall have the meaning set forth in Article VII, Section 4(c) of this Agreement. 3 (l) "Completed Improvements" shall mean Improvement to the WRA System previously completed under the terms of Second Amended Agreement, as Amended, as listed and defined in Article VI, Section 4 of this Agreement. (m) “Constituent Communities” shall mean the original parties to the I.C.A. Agreement as defined in the first recital paragraph of this Agreement. (n) “Conveyance Improvement” shall mean any Improvement, other than an Improvement to the WRF, including without limitation Conveyance Expansion Improvements and Core Improvements that improve the Conveyance System. (o) "Conveyance Expansion Improvements" shall mean those infrastructure improvements undertaken to provide conveyance capacity that: (i) are multi- jurisdictional because they are of substantial benefit to two or more Participating Communities; (ii) provides a new primary point of connection to the WRA System; or (iii) provide extension of sewer service to newly connecting communities. The Conveyance Expansion Improvements include the “Expansion Improvements” previously undertaken under the Second Amended Agreement, as Amended and as described in Article VII, Section 2 of the Second Amended Agreement and in Exhibits 33 through 40 attached to such Agreement. The Conveyance Expansion Improvements expected to be undertaken by the WRA or the Participating Communities under the terms of this Agreement are described in Article VII, Section 1(b) of this Agreement. Conveyance Expansion Improvements also include any additional Improvements to the WRA System that the Board authorizes and decides to undertake, as provided in Article VII, Section 4, of this Agreement that are classified by the Board as Conveyance Expansion Improvements. (p) “Conveyance System” shall mean the parts of the WRA System that convey, or support the conveyance of, wastewater flow to the WRF. (q) "Core Communities" shall mean all of the Participating Communities as defined in the Second Amended Agreement as supplemented by the addition of the City of Grimes under the Grimes Supplemental Participation Agreement. (r) "Core Improvements" shall mean Improvements that are not Conveyance Expansion Improvements or Special Improvements. Core Improvements include those Improvements previously undertaken under the Second Amended Agreement, as Amended, or hereafter undertaken as authorized in this Agreement to the WRF or to the core of the WRA System as acquired by the WRA under the Second Amended Agreement and as described in Exhibit 1, including but not limited to the treatment plant, the acquired conveyance systems, pump stations, key combined sewers, and flow equalization facilities. The Core Improvements previously undertaken under the Second Amended Agreement are described in Article VII, Section 1 of the Second Amended Agreement and in Exhibits 3-12, Exhibits 16-20, and Exhibits 23-32 attached to such Agreement. The Core 4 Improvements expected to be undertaken by the WRA or the Participating Communities under the terms of this Agreement are described in Article VII, Section 1(a) of this Agreement. Core Improvements also include any additional Improvements to the WRA System that the Board authorizes and decides to undertake, as provided in Article VII, Section 4, of this Agreement that are classified by the Board as Core Improvements, including Conveyance Improvements that primarily benefit five (5) or more Participating Communities. Core Improvements include, without limitation, the core portion of Hybrid Improvements as defined herein, but do not otherwise include Special Improvement for which any part of Debt Service is allocated among Participating Communities in the manner of Core Improvements as provided in Exhibit 98 to this Agreement. (s) "Core Operating Contract" means a single Operating Contract as defined in Article VIII, Section 3 of this Agreement, including without limitation the Amended and Restated Operating Contract. (t) "Core Operating Contractor" shall mean any contractor to the WRA under any Core Operating Contract now existing or hereinafter arising. (u) "Debt Service" shall mean the aggregate annual principal (whether at maturity or pursuant to sinking fund redemption requirements), interest and other payments (including liquidity charges, letter of credit fees, auction agent and remarketing fees and broker-dealer fees) to be made by a Participating Community on outstanding Bonds or Refunding Bonds 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 other funds escrowed or deposited with a third party. If the WRA shall issue variable rate Bonds, there shall be taken into account in determining Debt Service the amount of principal and interest payable in the current year, assuming that the interest rate for a whole year on such variable rate Bonds is the rate the Board determines to be appropriate for that purpose and applying such rate on a consistent basis. (v) "Eastside Interceptor" shall mean the Core Improvement as described in Article VII, Section 1 and Exhibit 16 to the Second Amended Agreement. The Eastside Interceptor project is now characterized as a Completed Project under this Agreement. (w) "Effective Date" shall mean the effective date of this Agreement as provided in Section 1 of Article XXIII of this Agreement. (x) "Equitable" as applied to an action of the Board under this Agreement shall mean that the action reflects fair treatment of the respective interests of the Participating Communities, individually and collectively, based on a reasoned application of facts and analysis to applicable criteria expressed in this Agreement and other 5 criteria reasonably found by the Board to apply to the matter being considered, including without limitation cost-benefit analysis, efficient management, operation, and use of the WRA System, legal and regulatory requirements, conformity with the Long Range Plans of the WRA, and best wastewater treatment standard practices in the collection, conveyance and treatment of wastewater. (y) "Executive Committee" shall mean the committee established under the provisions of Article V, Section 4 of this Agreement. (z) "Expansion Communities" shall mean the following Participating Communities: the Cities of Altoona, Ankeny, Bondurant, Clive, Cumming, Grimes, Norwalk, Polk City, Waukee, and West Des Moines, and the Urbandale Sanitary Sewer District, as well as any other newly connecting communities that subsequently become Participating Communities hereunder. (aa) "Finance Committee" shall mean the committee established under the provisions of Article V, Section 5 of this Agreement. (bb) “Grimes Supplemental Participation Agreement” shall mean the "Supplement to WRA Agreement Admitting the City of Grimes as a Participating Community of the WRA" effective July 1, 2022 filed with the Iowa Secretary of State as Agreement Number M512584 that was entered into for the purpose of, and has had the effect of, adding the City of Grimes as one of the Participating Communities. (cc) “Hybrid Improvement” shall mean a single Special Improvement that has multiple aspects, one or more of which, would be considered a Core Improvement if constructed separately. An example of a Hybrid Improvement would be an improvement that has a Core Improvement aspect because it updates and renovates an existing pump station and also has a Special Improvement aspect because it expands the capacity of the pump station. (dd) "I.C.A. Agreement" shall mean, collectively the I.C.A. Agreement among the Constituent Communities named therein, dated February 19, 1979, the Addendum thereto, and Supplements thereto. (ee) "IDNR" shall mean the Iowa Department of Natural Resources, or any successor to the same. (ff) "Improvements" shall mean Core Improvements, Conveyance Expansion Improvements, Special Improvements, Hybrid Improvements, and other Improvements that are identified as Small Capital Projects in any Annual Budget, and any other improvements to the WRA System constructed or acquired under Article VII or Article XV of this Agreement, including but not limited to any improvements made for the purpose of enabling the WRA to meet the 6 requirements of the NPDES Permit for the WRF issued by the IDNR and any other applicable State of Iowa and federal permits necessary for the operation of the WRA System, and any water resource restoration projects undertaken by the WRA pursuant to Sections 28F.1, 455B.199 and 384.80 of the Code and other applicable State of Iowa statutes and administrative rules. (gg) "Inflow and Infiltration" shall mean water that is not sewerage or wastewater that enters a sanitary sewer system and is connected to, or conveyed to, or is within the WRA System that comes from intrusion of surface water, groundwater, or other sources such as, roof leaders, yard drains, footing drains, or similar sources, but does not include intentional storm water connections made or authorized by a Participating Community with combined sewers in those combined sewer areas. (hh) "Interest Rate Agreement" means an interest rate swap, cap, collar, floor, forward, option, put, call or other agreement, arrangement or security however denominated, entered into by the Board in order to hedge interest rate fluctuations on any of the Bonds or Refunding Bonds or to provide debt management by changing payments to be made by the WRA with respect to any of the Bonds or Refunding Bonds with a goal of achieving lower interest costs or reducing interest risk. (ii) "Local Obligations" shall mean any sewer revenue bonds or notes issued by a Participating Community for non-WRA projects. (jj) "Nominating Committee" shall mean the committee established under the provisions of Article V, Section 1 of this Agreement. (kk) "NPDES Permit" shall mean the permits required to operate the WRF under the federal National Pollutant Discharge Elimination System regulations. (ll) "Operating Contract" means any contract entered into pursuant to Article VIII, Section 3 of this Agreement for the purposes of operating, maintaining or managing the WRA, the WRA System, or both, and providing such other services to the WRA as the Board shall determine to be appropriate. Operating contract includes but is not limited to the Amended and Restated Operating Contract. (mm) "Operating Contractor" shall mean any contractor to the WRA under any Operating Contract now existing or hereinafter arising. (nn) “Original Acquisition Assets” means the assets acquired by the WRA on the Original Acquisition Date, including without limitation the then existing WRF and other then existing WRA facilities as set forth in Exhibit 1 to this Agreement together with other related physical assets, real property, easements, equipment, cash, investment securities, and financial instruments then held in the name of, or by, the City of Des Moines or other Participating Communities under the I.C.A. Agreement. 7 (oo) "Original Acquisition Date" shall mean June 11, 2014, which was the date that the WRA acquired rights to the ownership, use, operation and maintenance of the then existing WRF and the WRA conveyance facilities from the Participating Communities, described in Article VI of the Second Amended Agreement. (pp) "Original Agreement" shall mean the Amended and Restated Agreement for the Des Moines Metropolitan Wastewater Authority", effective as of July 1, 2004, filed with the Iowa Secretary of State as agreement M026426 that was adopted among the Constituent Communities plus the City of Norwalk and the Greenfield Plaza/Hills of Coventry Sanitary District to amend, restate and terminate the I.C.A. Agreement and was subsequently joined by Cities of Cumming, Polk City and Waukee. (qq) "Original Outstanding Obligations" shall mean all sewer revenue bonds and SRF loan agreements issued by the City of Des Moines under the I.C.A. Agreement that have been fully paid prior to the Effective Date of this Agreement. (rr) "Participating Communities" shall mean the Cities of Altoona, Ankeny, Bondurant, Clive, Cumming, Des Moines, Grimes, Johnston, Norwalk, Pleasant Hill, Polk City, Waukee and West Des Moines, and Polk County, the Urbandale Sanitary Sewer District, the Urbandale-Windsor Heights Sanitary District and the Greenfield Plaza/Hills of Coventry Sanitary District, together with any other cities, counties, or sanitary districts that become Participating Communities under the provisions of this Agreement. (ss) "Policy" or "Policies" shall mean one or more formal statements of rules or policies to govern the operations or activities of the WRA as adopted and modified from time to time by duly adopted resolution of the Board, included but not limited to any Policy specially authorized or referred to in this Agreement. (tt) "Refunding Bonds" shall mean any bonds, notes, loan agreements or other obligations issued by the WRA for the purposes of refunding any of the Bonds under the provisions of Article XIII, Section 2(b) of this Agreement. (uu) "Renewal, Replacement, and Small Capital Project Fund" shall mean the reserve fund created and maintained by the Board; (i) to pay the costs of extraordinary expenses or repairs, renewals and replacements not included in the annual WRA budget; (ii) to make payments due for any property purchased as part of the WRA System; and (iii) to provide funding for Small Capital Projects. (vv) "Reversionary Interest" shall mean the inchoate rights of the Participating Communities in the facilities and assets of the WRA, including without limitation the physical assets that comprise the WRA System that shall arise and attach only upon, and at the time of, the termination of the existence of the WRA. 8 (ww) "Second Amended Agreement" shall mean the "Second Amended and Restated Agreement for the Des Moines Metropolitan Wastewater Authority", effective June 11, 2014, and filed with the Iowa Secretary of State as agreement M507115 that amended and restated the Original Agreement. (xx) "Second Amended Agreement, as Amended" shall mean the Second Amended Agreement as amended by the Grimes Supplemental Participation Agreement, effective July 1, 2022. (yy) "Small Capital Projects" shall mean capital projects that are authorized as a part of an Annual Budget adopted under Article IX of this Agreement for the purposes of maintaining, repairing, replacing, expanding, or improving the WRA System and that are paid for from the Renewal, Replacement, and Small Capital Project Fund. (zz) "Southwest Area Diversion Project" shall mean those infrastructure improvements described in Article VII, Section 3 of the Second Amended Agreement and in Exhibits 44 through 46 attached thereto. The Southwest Area Diversion Project is now characterized as a Completed Project under this Agreement. (aaa) “Special Benefit” shall mean the particular and direct benefits, advantages, or utility to one or more Participating Communities arising from a Special Improvement, as distinguished from the benefits, advantages, and utility arising from the Special Improvement shared by all Participating Communities collectively. (bbb) "Special Improvements" shall mean Improvements that the Board determines are not reasonably categorized as Core Improvements or Conveyance Expansion Improvements, including without limitation Hybrid Improvements, because all or any distinct aspect of such Improvement primarily benefits four or fewer Participating Communities and the special character of such Improvement requires an allocation of costs, burdens and benefits among some or all Participating Communities in a manner different than those specified in this Agreement for Core Improvements or Conveyance Expansion Improvements. Completed Improvements that would be considered Special Improvements under this definition have included: (i) the Eastside Interceptor described in Article VII, Section 1 and Exhibit 16 of the Second Amended Agreement. (ii) the Westside Interceptor described in Article VII, Section 3 of this Agreement and Exhibit 31 attached to this Agreement; and (iii) the Southwest Area Diversion Project described in Article VII, Section 3 of the Second Amended Agreement and in Exhibits 44 through 46 of the Second Amended Agreement. The Special Improvements expected to be undertaken by the WRA or the Participating Communities under the terms of this Agreement are described in Article VII, Section 3 of this Agreement and in Exhibits 31 and Exhibit 93-97 attached to this Agreement. Special Improvements also include any additional Improvements to the WRA System that the Board authorizes and decides to undertake, as provided 9 in Article VII, Section 4, to this Agreement that are classified by the Board as Special Improvements. (ccc) "Sponsored Water Resource Projects" shall mean and include any water resource project or projects involving capital investment by WRA, other than an Improvement or repair or replacement of the WRA System, undertaken by WRA or by WRA jointly with any Participating Communities, or Associate Communities, or both, pursuant to grants or other cost-effective funding mechanisms where the Board determines such sponsored water resource project advances one or more purposes of this Agreement in a manner consistent with the mission of the WRA. (ddd) "Technical Committee" shall mean the committee established under the provisions of Article V, Section 2 of this Agreement. (eee) "Westside Interceptor" shall mean the Improvement described in Article VII, Section 1 of this Agreement and Exhibit 31 to this Agreement. (fff) "WRA" shall mean the Des Moines Metropolitan 'Wastewater Reclamation Authority established and operating as described in this Agreement. (ggg) "WRA Cash Contribution in Lieu of Bonds Policy" shall mean the policy adopted and amended from time to time by the Board to administer Article XIII, Section 5 of this Agreement. (hhh) "WRA Deputy Director" shall mean an individual, if any, appointed by the WRA Board, in accordance with Article VIII, Section 3 of this Agreement, to be the deputy to the WRA Director and to act in his or her place in his or her absence or incapacity. (iii) "WRA Director" shall mean the individual appointed by the WRA Board, in accordance with Article VIII, Section 3 of this Agreement, to be the chief executive officer and chief administrative officer of the WRA, and, if such person is an employee of the Core Operating Contractor, to be responsible for administration and management of the WRA System and to be in charge of the provision of all services provided under the Core Operating Contract. (jjj) "WRA Facility Plans" shall mean the facility plans prepared to guide capital investments in the WRA System, including the “WRA Treatment Facility Plan” and the “WRA Conveyance Facility Plan” and any similar future plan as adopted and updated from time to time, including plans for anticipated Improvements to the WRA System. (kkk) "WRA Flow" shall mean of the yearly amount of flow to the WRF and to any other wastewater facility of the WRA from each of the Participating Communities, or if the context requires the total amount of yearly flow from all 10 Participating Communities. WRA Flow shall be computed based on metered flows to WRA facilities or on estimated flows to such facilities where no prior metered flows exist or where insufficient metered flows data is available, as determined by the Technical Committee. Except as adjusted by the Board pursuant to Article IX, Section 4 of this Agreement, or as otherwise expressly stated in this Agreement, the WRA Flow for any fiscal year shall be based on an average of flows for the preceding three WRA Flow Computation Years. (lll) “WRA Flow Computation Year” shall mean a twelve-month period beginning on October 1 and ending on the following September 30 or such other twelve-month period subsequently adopted by the Board with the advice of the Technical Committee for the purpose of determining WRA Flow for any purpose under this Agreement. (mmm)“WRA Long Range Plan” shall mean a plan established under Article X-A, Section 1 of this Agreement. (nnn) "WRA Participating Community Billing and Payment Policy" shall mean the policy adopted and amended from time to time by the Board under Article IX, Section 7(a) of this Agreement. (ooo) "WRA System" shall mean and include the WRF, all WRA sanitary sewer conveyance facilities and all properties of every nature hereinafter owned by the WRA and comprising part of or used as a part of the WRA System, including all wastewater treatment facilities, storage facilities, pumping stations, sanitary sewer extensions, force mains, stream bank stabilization and similar water resource restoration projects accepted by a WRA Board resolution as part of the WRA System and undertaken by the WRA pursuant to Sections 28F.1, 455B.199 and 384.80 of the Code and other applicable State of Iowa statutes and administrative rules, and all related property and improvements to the same, all real and personal property of the WRA and all appurtenances, contracts, leases, franchises, and other intangibles of the WRA, all as are constructed and/or acquired by the WRA or accepted by the WRA pursuant to Article VII, Section 4(e), Article XV, or other terms of this Agreement. The "WRA System" does not include any of the local sanitary sewer collection system facilities maintained by the Participating Communities. (ppp) "WRF" shall mean the Wastewater Reclamation Facility located generally at 3000 Vandalia Road, Des Moines, Iowa, as now existing and as the same may be expanded or improved in the future. (qqq) "WRF Flow" shall mean WRA Flow with any flow to facilities other than the WRF excluded. 11 ARTICLE II. PURPOSE AND STATUS AS LEGAL ENTITY Section l. Purposes. This Agreement is an amendment and restatement of the Second Amended Agreement, as Amended, and a supplement thereto, and its purposes are to: (a) Provide for the continuation, expansion, and modification of the joint project commenced under the I.C.A. Agreement, as continued first under the Original Agreement and subsequently under the Second Amended Agreement; (b) Provide for a means of jointly constructing, operating, maintaining, and financing the facilities that comprise the existing WRA System together with all Improvements necessary and proper to expand, upgrade, maintain and extend the WRA System in the future for the purposes as stated herein for the mutual benefit of Participating Communities; (c) Provide leadership, vision, planning, and financial support that encompasses the existing and growing needs of the Participating Communities and the Greater Des Moines Metropolitan Area, for highly effective wastewater conveyance, wastewater treatment, resource recovery and conservation, water resource enhancement, and watershed improvement; (d) Deliver services and support to the Participating Communities and other sources of wastewater on an economically and technically sound basis that preserves and protects the environment, including the quality of the waters of the State and the United States; and (e) Strive to meet the foregoing purposes as a recognized leader, visionary, and innovator in the fields of wastewater treatment, wastewater resource recovery, and resource conservation. Section 2. Status as Separate Legal Entity and Powers. Pursuant to Sections 28E.5 and 28F.1 of the Code, the WRA shall be constituted as a separate legal and administrative entity, governed by the Board established herein, and known as the "Des Moines Metropolitan Wastewater Reclamation Authority" or the "WRA", to permit joint exercise of any powers, privileges or authorities exercised or capable of exercise by Participating Communities to maximize the mutual benefits and efficiencies of collaboration thereunder. As so constituted, the WRA shall be a public 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. The WRA shall be a governmental body subject to open meetings requirements under Chapter 21 of the Code, and a government body subject to open records requirements under Chapter 22 of the Code, to the extent provided by law, as amended. The WRA shall be operated to be exempt from federal and state income tax to the fullest extent permitted by law. The WRA may: (i) sue and be sued; (ii) contract in its own name; (iii) acquire, hold, sell and transfer real and personal property in furtherance of its corporate purposes as determined by the Board; and (iv) exercise all the powers delegated to it by the Participating Communities and 12 the Associate Communities, or that are otherwise conferred, under Chapters 28E and 28F of the Code or any successor laws. The WRA shall have no seal. ARTICLE III. ORGANIZATION OF BOARD Section l. Governing Body. The WRA shall be governed in all matters by a Board consisting of representatives of the Participating Communities as provided in this Article. Section 2. Composition of Board and Assignment of Weighted Voting Power. (a) Each representative of a Participating Community on the Board shall be either: (i) a member of the governing body of the Participating Community appointed by a vote of the governing body; or (ii) any other person appointed by the mayor or chair of the governing body of the Participating Community and approved by vote of such governing body. The governing body of a Participating Community may similarly appoint such alternate or alternates on a temporary or permanent basis, as a Participating Community shall determine. (b) Each Participating Community shall be entitled to have at least one representative on the Board. If the population within a Participating Community as determined by the Board under the provisions of this section exceeds sixty-five thousand (65,000), the Participating Community shall be entitled to one additional representative for each sixty-five thousand (65,000) in population, or fraction thereof, over the first sixty-five thousand (65,000) in population. For purposes of the foregoing, the applicable populations will be determined by reference to population data from the most recent U.S. Census, regular or special, for the actual population of a city, sanitary sewer district, or defined service area of a county. Population shall be considered without regard to the sewer status of individual properties, so long as some portion of the service area is connected to a centralized sewer system. Commercial and industrial users do not affect the determination of the applicable population. In the case of sanitary districts and the defined service areas of counties, the populations thereof shall be determined by reference to U.S. Census population data from for those census tracts situated wholly or partially within the boundaries of the sanitary district or the defined service area of the county. The Technical Committee shall review the most recently available census data for each new Participating Community in accordance with the forgoing provisions, utilizing any methodology approved by the Board to the extent applicable, to estimate the population of the new Participating Community and shall report such estimate to the Board for the purpose of the Board’s determination of the Board representation to which such new Participating Community is entitled. The Technical Committee shall review new population data from the U.S. Census, regular or special, for each of the Participating Communities when and as such new data becomes available to estimate the current population of each affected Participating Community and shall report such estimates to the Board for the purpose of the Board’s determination of the Board representation to which such Participating Community is entitled. 13 (c) Notwithstanding the foregoing, no Participating Community shall be entitled to more than three (3) representatives on the Board regardless of population. (d) The Technical Committee shall compute the WRA Flow of each Participating Community for weighted voting purposes, and shall divide the WRA Flow as computed for each Participating Community in equal shares among the Board representatives to which the Participating Community is entitled, for purposes of determining the WRA Flow-weighted voting power of each Board Representative under Section 3(b) of this Article. For purposes of this Article, "WRA Flow" shall be as defined in this Agreement with the flow utilized for voting purposes during each calendar year to be based on flows from the three most recent previous WRA Flow Computation Years as calculated annually by the Technical Committee for budget allocation computations, regardless of what calculation of WRF Flow is used for any other purposes under this Agreement. The Technical Committee shall report such determination to the Board annually in January or as soon as possible after the required data is available for each year. (e) Upon Board approval of the population data for each Participating Community and the WRA Flow-weighted voting power assignment to each Board representative, such population data and WRA Flow-weighted voting power assignments shall be binding on all Participating Communities in determining Board representation and WRA Flow-weighted votes during that calendar year. To the extent the population data reflects an increase in the number of Board representatives to which a Participating Community is entitled, the vacancy or vacancies resulting shall be filled by the Participating Community as provided in Section 2(a) of this Article. To the extent the population data reflects a decrease in the number of Board representatives to which a Participating Community is entitled, the most recently appointed Board representative or representatives of the Participating Community shall be deemed removed to reduce the number of Board representatives to the correct number. (f) All representatives who are elected officials of Participating Communities shall serve during the time they hold office entitling them to such representative status, unless terminated by resolution of the Participating Community so represented. All representatives who are not elected officials of the Participating Community shall serve at the pleasure of the appointing governing body, and until their appointment is terminated by resolution of the Participating Community so represented. (g) During November of each year, the Clerk of the Board shall contact the governing body of each Participating Community to request the names of each Participating Community's representative(s) and alternate(s) to serve on the Board for the upcoming calendar year, not to exceed the total number of representatives for a Participating Community as determined in subsection (b) above. The appointment of representatives and alternates to the Board shall be approved by the governing bodies of the Participating Communities, which appointments shall be certified in writing to the Board before the annual meeting of the Board in January of each year. 14 Section 3. Voting. (a) In the ordinary conduct of the Board's business, and except as otherwise provided herein, each Board representative will have one vote, and the majority vote of the Board representatives present and voting (or, where applicable, their appointed alternates) shall decide all matters coming before the Board. (b) Except for the actions or items listed in Subsection (c) of this Section that are not eligible for a WRA Flow-weighted vote, any Participating Community represented at a meeting of the Board may request a WRA Flow-weighted vote, whereupon the vote on that item will automatically be deferred to the next regularly scheduled, or specially called, meeting of the Board. Notice of the impending WRA Flow-weighted vote will be given to all Participating Communities by inclusion of such item on the agenda for that meeting with a conspicuous statement that a WRA Flow-weighted vote is to be taken. At such meeting, the decision on the question that is the subject of the WRA Flow-weighted vote shall be determined by the side of the question compiling the highest total WRA Flow number, utilizing for this purpose the WRA Flow numbers assigned under Section 2(d) of this Article to the Board representatives of each Participating Community (or, where applicable, their appointed alternates) who are present at such meeting and voting thereon. (c) The actions or items for which a WRA Flow-weighted vote may not be requested or taken are as follows: 1. The appointment, or termination of appointment, of either the WRA Director or the WRA Deputy Director, if such person is, or is to be appointed as, an employee of the Core Operating Contractor. 2. Any purchasing or procurement item not requiring specific Board approval under an existing Policy. 3. Any Professional Services Agreement item not requiring specific Board approval under an existing Policy, including: a. Engineering services. b. Financial services. c. Insurance broker services. d. Attorney services. e. Audit services. 4. Any of the following ministerial functions of the Board: a. Approval of Board Minutes. b. Setting Dates of Hearings. c. Receipt of WRA Director or other staff Reports. d. Receipt of Committee Reports. 15 5. Any vote to recess into closed session, which vote shall only be conducted in accordance with state law. 6. Removal of a Board Member. 7. Actions of the Board related to any specific debt-related item, including the authorization, sale, approval and issuance of Bonds and Refunding Bonds or other indebtedness, to the extent such actions are voted on after a prior action of the Board to either: (i) authorize an Improvement or other capital project that was approved based on the anticipation that it was to be funded in whole or in part by such specific debt-related item either by approval thereof as detailed in a Budget adopted by the Board or by any other separate vote of the Board; or (ii) that reflects an initial decision by the Board to proceed with or incur such specific debt related item for any purpose. (d) The forgoing provisions notwithstanding, the following extraordinary vote requirements shall apply to the following actions or items: 1. Approval by a 90% WRA Flow-weighted vote, shall be required for adoption of any Amendment to this Agreement under Article XX of this Agreement. 2. Approval by a 90% WRA Flow-weighted vote, shall be required for any action to approve the sale of all, or substantially all, of the assets of the WRA. 3. Approval by a 67% WRA Flow-weighted vote and by the affirmative vote of Board representatives who represent not fewer than three (3) Participating Communities shall be required for the appointment, or termination of appointment, of either the WRA Director or the WRA Deputy Director, if such person is not, or is not to be, an employee of the Operating Contractor under the Amended and Restated Operating Contract. (e) The Chair, or in the Chair's absence, the Vice Chair of the Board, may vote and participate in discussion, but shall not make or second a motion. Section 4. Officers of the Board. (a) The officers of the Board shall be the Chair, the Vice Chair and the Secretary, each of whom shall be elected by vote of the Board, and the Clerk, who shall be appointed by resolution of the Board. (b) The Chair shall preside at all meetings of the Board. The Chair shall sign any instruments which the Board has authorized to be executed, except in cases where the signing of instruments shall be required by law or protocol to be otherwise signed or executed. (c) In the absence of the Chair, or in the event of the death, inability to act or refusal to act by the Chair, 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. At any meeting at which neither the Chair nor the Vice Chair is present the Board shall, as the first item of 16 business of the meeting, select a Board representative who is in attendance to preside as Chair pro tem for the duration of the meeting. (d) The Secretary shall have responsibility for (i) the taking and preservation of minutes of the proceedings of the Board, (ii) the giving of all notices in accordance with this Agreement or any bylaws, or as otherwise directed by the Board or required by law, (iii) acting as custodian of the records of the WRA and (iv) keeping a current registry of the names and addresses of the members of the governing body of each Participating Community, and of each Participating Community's principal officer and Board representatives and alternates. With the approval of the Board or as otherwise delegated by the Secretary, the foregoing secretarial duties may be performed by the Clerk and/or by the Operating Contractor and its staff, or with the assistance of the Operating Contractor and its staff. (e) Other than the Clerk, the officers of the Board shall be elected annually by the representatives of the Participating Communities present at the annual meeting of the Board. The Nominating Committee shall select and offer nominations for each office at the annual meeting. Nominations shall also be accepted from the representatives present at the annual meeting. All nominees, including those offered by the Nominating Committee, must receive a second in order to be considered a candidate and voted on for office. The Clerk shall be appointed by resolution of the Board, which appointment may, but is not required to be, made annually, and the Clerk may be an employee of the Operating Contractor. (f) Other than the Clerk, each officer shall hold office until his or her successor has been duly elected. Alternates shall not be eligible to serve as officers. Each of the officers shall be from different Participating Communities. A vacancy in the office of Chair, Vice-Chair or Secretary shall be filled by the Board for the unexpired portion of the term. The appointed Clerk shall perform the duties of the Clerk until such time as a subsequent appointment by Board resolution is made. Section 5. Meetings. (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 no later than the last meeting in December of each year. The annual meeting shall be the first regular meeting held in January of each year. A copy of the agenda and all materials to be considered at each meeting shall be e-mailed and posted to the WRA website or delivered by mail or other means to the designated representative(s) of each Participating Community and the elected official and/or administrator designated by each Participating Community, at least four (4) days prior to the meeting, or as may otherwise be set forth in the bylaws. (b) Special meetings of the Board, for any purpose or purposes not inconsistent with this Agreement, may be called by the Chair and shall be called by the Chair at the request of any two Participating Communities. The notice requirements of Subsection (a) of this Section shall apply to all special meetings. 17 (c) All meetings of the Board shall be conducted in compliance with Chapter 2l of the Code or any successor laws, as the same may be amended or supplemented in the future. Meetings shall be conducted in accordance with the Bylaws as interpreted by the presiding Chair or Vice Chair. (d) The physical or electronic presence of a majority in number of the duly appointed and acting Board representatives, not including representatives of Associate Communities, shall constitute a quorum. A quorum is 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 all representatives present to be entered into the meeting minutes, and shall call the meeting to order if a quorum exists. Section 6. Bylaws. The Board may adopt bylaws relating to the notice and conduct of its meetings and those of any committees it shall establish. Such bylaws may be adopted, and may be amended or repealed, by a majority vote of the Board taken at any regularly scheduled or specially called meeting as described in Article III, Section 5 of this Agreement, 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. ARTICLE IV. POWERS OF THE WRA AND THE BOARD Section 1. Grant of Powers. (a) The WRA and the Board shall have, and may exercise, all of the powers necessary or proper to advance the purposes of this Agreement to the fullest extent permitted by Chapters 28E and 28F of the Code or any successor laws, as the same may be amended and supplemented in the future, for the purposes set forth in this Agreement to include: (i) the prior acquisition of the WRA System on behalf of the Participating Communities; (ii) planning for and constructing Improvements to expand, extend, and upgrade the WRA System on behalf of the Participating Communities; (iii) establish, adopt and enforce rules and regulations governing the operation and provision of wastewater treatment and necessary disposal; (iv) operating, managing and maintaining the WRA System as an essential governmental purpose, on behalf of, and for the benefit of all Participating Communities and to meet their needs now existing or as forecasted to arise; (v) establishing and supporting Sponsored Water Resource Projects; (vi) jointly financing the acquisition and construction of Improvements and Sponsored Water Resource Projects through the issuance of Bonds or other obligations as may be authorized for such purposes; (vii) contracting for, or providing and maintaining, security to preserve and protect the WRA System, as the Board deems necessary to preserve and protect the peace, health, safety, and welfare of the public; (viii) to exercise the powers generally possessed and exercised by Participating Communities 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; (ix) exercise any of the powers of Participating Communities delegated to WRA, to the maximum extent permitted under Chapter 28E of the Code, and all powers granted to entities under Chapter 28F of the Code, and (x) any and all things necessary or proper to effectuate the foregoing. 18 (b) Without limiting the foregoing, the Board shall have all of the powers set forth in this Agreement, including but not limited to the power to: (i) approve its own budget; (ii) to adopt Policies, including without limitation, Policies specifically referenced in this Agreement provided that any Policies adopted or amended after the date of this Agreement shall not operate to substantively alter, modify or terminate the Amended and Restated Operating Contract during its term; (iii) contract for services and/or employ such staff as it deems necessary; (iv) approve its own capital improvement program; (v) define parameters and benchmarks for all services; (vi) enter into agreements, contracts or other arrangements for the financing of Improvements, including the issuance of Bonds and execution and repayment of loans; (vii) enter into agreements, contracts or other arrangements for the receipt from and/or provision of services to entities other than the Participating Communities, at the discretion of the WRA Board and in compliance with Chapters 28E and 28F of the Code; (viii) in accordance with Article VIII, Section 4 of this Agreement, appoint and remove the WRA Director; and (ix) pursuant to terms approved by Board resolution, acquire real and personal property, including any existing facilities, that the Board determines would be of benefit to the WRA System if acquired. Section 2. No Private Inurement. No part of the net earnings of WRA shall inure to the benefit of, or be distributable to, any private person or private agency, except the WRA is authorized and empowered to pay reasonable compensation or consideration for goods, services, materials, or properties that it obtains. ARTICLE V. COMMITTEES Section 1. Nominating Committee. A Nominating Committee is hereby established for the purpose of selecting and offering nominations for each office of the Board other than the Clerk, and for the member of the Executive Committee who is elected to serve on the Executive Committee by resolution of the Board, at the annual meeting in January or as necessary in the event an office of the Board becomes vacant. Members of the Nominating Committee shall be appointed by the Chair at a regular Board meeting held at least three (3) months prior to the annual meeting in January. The Nominating Committee shall be chaired by a representative elected by the other members of the Nominating Committee. Section 2. Technical Committee. A Technical Committee is hereby established and shall be chaired by a representative elected by the voting members of the Technical Committee. The Technical Committee shall be comprised of one member appointed by each Participating Community who shall be an individual who is familiar with the WRA and local sewer systems, and who is not an elected official of the Participating Community. If a Participating Community is also an Operating Contractor, such Participating Community's representative shall represent such Participating Community’s interest as a Participating Community. Each Participating Community may similarly appoint an alternate for its representative. The Technical Committee shall also include a single representative with appropriate expertise appointed by the Core Operating Contractor to represent the operational needs of the WRA System. The WRA Director, and any other representatives appointed by the Core 19 Operating Contractor to provide required expertise shall be non-voting members of the Technical Committee. The Technical Committee shall meet in accordance with a meeting schedule approved by the Technical Committee, at the call of the chair or at the direction of the Board, to provide technical advice or recommendations to the Board, including but not limited to (i) service area population estimates and recommendations concerning the number of Board representatives of each Participating Community; (ii) calculating the Reversionary Interest of Participating Communities under the terms of the Second Amended Agreement, as Amended, and by this Agreement, as provided in Article XIV, Section 2 of this Agreement; (iii) reviewing and advising as to all proposed designs of Improvements, including specifying design flows for new Conveyance Improvements and for Conveyance Improvements that adjust design flows; (iv) making recommendations respecting Special Improvements and Hybrid Improvements as contemplated by Exhibit 98 to this Agreement; (v) reviewing and advising the Board on plans and specification of proposed Improvements before the award of contracts for construction (vi) calculating proposed capital contribution and surcharge payment amounts for newly connecting communities; (vii) making a yearly determination of WRA Flow for each Participating Community, including an evaluation of the accuracy of flow data; (viii) recommendations regarding Improvements proposed by one or more Participating Communities to be accepted into the WRA System; (ix) review of proposed connection points of Participating Communities to the extent provided under Article VII, Section 4(f) of this Agreement; (x) participation in the preparation of the WRA Facility Plans and the WRA Long Range Plan; and (xi) such other duties as may be assigned by the Board. Section 3. Appeal Committee. An Appeal Committee is hereby established for the purposes of hearing and deciding appeals with respect to decisions or orders of the WRA Director as provided for in the industrial pretreatment ordinances approved by the Board pursuant to Article XVI, Sections 2-4 of this Agreement, and with respect to any other matter as may be delegated by Board resolution. The Appeal Committee shall be comprised of a representative from the Participating Community where the discharge is or will occur and/or where the issue that is the subject of the appeal is located or has occurred, as applicable, the Chair of the Board, and a Board representative from another Participating Community appointed by the Chair. In the event of the Chair's conflict of interest or unavailability, the Chair may appoint a Board representative from another Participating Community as a member of the Appeal Committee. If the appeal is related to the industrial pretreatment ordinances and the Operating Contractor seeking the suspension or termination is a Participating Community, the Board representative for that Participating Community shall not be appointed to serve on the Appeal Committee. Only one Board representative from a particular Participating Community may serve on the Appeal Committee. The Appeal Committee shall decide all appeals by a majority vote of the members of the Appeal Committee. If the Appeal Committee affirms the action that is the subject of the appeal, the Appeal Committee shall so state and order in its written decision, and a record shall be made of the proceedings of the Appeal Committee. Section 4. Executive Committee. An Executive Committee is hereby established for the purposes, among other things, of reviewing and advising on policy issues at the request of the 20 WRA Director and making recommendations to the WRA Director, and of making recommendations to the WRA Board regarding the appointment of the WRA Director and thereafter periodically reviewing the performance of the WRA Director. The Executive Committee shall be chaired by the Board Chair, and shall be comprised of the current Chair, Vice-Chair, and Secretary of the Board, the most recently presiding Chair prior to the current Chair who remains a current member of the Board, and one current Board member who is elected to serve on the Executive Committee by resolution of the Board, following nomination by the Nominating Committee, and who represents the City of Des Moines unless Des Moines is represented by another Executive Committee member. The Executive Committee shall meet at the call of the Chair or at the request of the WRA 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 or under this Agreement. Section 5. Finance Committee. A Finance Committee is hereby established for the purposes of reviewing and overseeing financial matters concerning the WRA and assisting, advising, and making recommendations to, the Board on any financial matters coming before it. In addition to, and without limiting the generality of the foregoing, the Finance Committee shall: (i) review an initial draft of each proposed annual WRA budget and advise the WRA Director with respect thereto before the submission of a proposed budget to the Board and Participating Communities; (ii) support and provide oversight of the annual audits of WRA finances and WRA records; (iii) advise and assist in review and development of the WRA’s financial plans and strategies including issuance of debt, investment policies, capital expenditures, financial reserves, staffing plan(s) and other related financial matters and (iv) perform such other duties as may be assigned by Board resolution. The Finance Committee shall be comprised of one member appointed by each Participating Community who shall be an individual with financial expertise and knowledge of the Participating Community’s financial relationship with the WRA. Each Participating Community may similarly appoint an alternate for its representative. The WRA Director, WRA bond counsel and financial consultant(s) to the WRA shall be non- voting members of the Finance Committee. The Finance Committee shall be chaired by a voting member of the Committee elected by vote of the voting members of the Committee. The Finance Committee shall meet in accordance with a meeting schedule approved by the Committee, at the call of the Chair of the Committee or the WRA Director, or at the direction of the Board. Section 6. Other Committees. The Board may, by resolution, designate two or more of its representatives to constitute a committee. Such committee shall, if authorized by resolution of the Board, provide advice and recommendations to the Board and/or act pursuant to the authority delegated by the Board resolution. The designation of such committee shall not operate to relieve the Board of any responsibility imposed by this Agreement, 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 committee members may fix from time to time. Notwithstanding anything to the contrary in this Article, the WRA Board may, by 21 resolution, delegate authority to perform WRA functions and/or to hear appeals to any committee, appeal board or board of review, or other grouping, made up of any constituency as determined by Board resolution, other than as specifically identified in this Agreement. ARTICLE V-A: ASSOCIATE COMMUNITIES Section 1. Admission of Associate Communities. During the term of this Agreement, one or more cities or counties that come within the definition of Associate Community may join in this Agreement after Board approval by execution of a supplement to this Agreement. Any such supplement shall be signed by the Chair and the Secretary on behalf of the WRA and by authorized officers of the Associate Community and shall be filed with the Iowa Secretary of State. Any such supplement shall (i) designate the named city or county as an Associate Community for purposes of this Agreement; (ii) obligate the Associate Community to comply with the provisions of this Article V-A as applicable; and (iii) contain such other terms and conditions as the Board shall determine to be appropriate. Such joinder shall be effective upon filing with the Iowa Secretary of State. Section 2. Board Representation. Each Associate Community shall be entitled to appoint a person, and an alternate to serve in the absence of the appointed person, to serve as an ex officio, non-voting member of the Board created by Article III of this Agreement. In the case of a city, the appointed persons shall be nominated by the mayor of the city and confirmed by the city council. In the case of a county the appointed person shall be appointed by action of the board of supervisors. The person so appointed shall be entitled to all notice and information provided to full Board members and may participate in Board meeting but shall not be entitled to make motions or vote and shall not be counted to establish a quorum. Such person or persons may be removed or replaced at any time in the sole discretion of the governing body of the Associate Community. Section 3. Support of WRA Mission. Each Associate Community shall support the mission of the WRA as follows: (a) Each Associate Community will make right of way and other property interests owned by the Associate Committee available for installation, operation and maintenance of WRA facilities at no cost to the WRA other than reimbursement of actual out of pocket costs incurred by the Associate Community related thereto, and shall grant such easement, license or other right related thereto as the WRA may reasonably request without compensation. (b) To the extent authorized by law, each Associate Community expressly delegates to the WRA the power of eminent domain possessed by it for acquisition of property, or any interest therein, for a public use or purpose related to WRA functions. The WRA is authorized to bring an action in eminent domain in its own name or may request an Associate Community to bring such action, which the Associate Community shall then do so, provided that the WRA shall fully reimburse the Associate Community for all costs of acquisition, including the damages to be paid to the owner of the property being so acquired and all related administrative and legal expenses incurred by the Associate Community to complete the acquisition. In the event the Board determines not to pay the award made by the compensation commissioners and take 22 possession of the property at the conclusion of the eminent domain proceedings or any appeal thereof, the WRA shall reimburse the Associate Community for the costs and expenses as aforesaid and any attorney fees or damages awarded to the property owner. (c) Each Associate Community shall support the WRA’s industrial pretreatment program in the same manner as a Participating Community under Article XVI, Sections 2-4 of this Agreement. Section 4. Limitations on Financial Obligations. No Associate Community shall have any financial obligation for any WRA budget share allocation, for any Bonds issued by WRA, for any capital contribution to the WRA, or for any other financial support of the WRA, except as expressly stated in this Article V-A. Section 5. Termination of Associate Community Joinder. An Associate Community may terminate its joinder and withdraw from this Agreement at any time upon not less than one year’s written notice authorized by its governing body. Any such notice shall be delivered by mail or personal delivery to the Chair of the Board and the Secretary of the Board. Such termination shall be effective one year from the last date of receipt of notice of termination by such persons. Any such termination shall be of prospective effect only and shall not affect any prior grant of any easement, license or other right or any prior or pending proceeding in eminent domain. ARTICLE VI. STATUS AND FINANCING OF EXISTING FACILITIES Section 1. Acquisition of Assets in 2014. It is acknowledged that pursuant to the Second Amended Agreement, the WRA acquired all rights to the ownership, use, operation and maintenance of, and beneficial interests in, the Original Acquisition Assets, by transfer on the Original Acquisition Date from the City of Des Moines and other Participating Communities under the I.C.A. Agreement, subject to Reversionary Interest as provided in the Second Amended Agreement. Upon request of the Board, the City of Des Moines and any other Participating Community having any interest shall execute and deliver any instrument of title or other documents as the Board may reasonably require to further document and perfect its interest in such properties and assets. Section 2. Previously Established Surcharges for Certain Participating Communities. (a) In lieu of any allocation of Debt Service for the Bonds issued under Article IX of the Second Amended Agreement and in lieu of certain other capital contributions for assets, the Cities of Ankeny, Bondurant, Cumming, Norwalk, Polk City, and Waukee have made capital contributions or surcharge payments to the WRA for their use of the WRF as set forth in Exhibits 47 through 52 to the Second Amended Agreement. Such cities have acquired or will acquire a Reversionary Interest as provided in the Second Amended Agreement. (b) In lieu of any allocation of Debt Service for the Bonds issued under Article IX, Section 3 of the Second Amended Agreement, as Amended, and in lieu of certain other capital contributions for assets, the City of Grimes has made and shall make capital contributions and 23 surcharge payments to the WRA for its use of the WRF as set forth in the Grimes Supplemental Agreement. The City of Grimes has acquired, or will acquire, a Reversionary Interest as provided in the Second Amended Agreement, as Amended. Section 3. Reversionary Interest in Original Acquisition Assets. All rights to the use, operation and maintenance of the Original Acquisition Assets are held by the WRA. Each Participating Community as of the effective date of the Second Amended Agreement, other than Warren County, initially retained reversionary interests in the Original Acquisition Assets as provided in the Second Amended Agreement and set forth in Exhibit 2 to this Agreement. Their existing Reversionary Interest has been adjusted as provided in the Second Amended Agreement, as Amended, including without limitation adjustment by reason of Completed Improvements to the Original Acquisition Assets and by reason of capital contributions by certain newly admitted Participating Communities and will continue to be adjusted as provided in applicable provisions of the Second Amended Agreement, as Amended, through and including June 30, 2038. On and after July 1, 2038, the Reversionary Interest of each Participating Community shall be as set forth in Article XXIII Section 4(b) of this Agreement. Section 4. Completed Improvements. It is acknowledged that, as of the Effective Date of this Agreement, Improvements to the WRA System have been completed under the terms of the Second Amended Agreement and have been accepted by the WRA Board as follows: (a) Core Improvements as described in Article VII, Section 1 of the Second Amended Agreement and in the Exhibits attached thereto as follows: Exhibit 3 East 20th Street Connector - Phase I Exhibit 4 Des Moines River Outlet Exhibit 5 Westside Pump Station Improvements Exhibit 6 WRF Emissions Control Improvements Exhibit 7 Ingersoll Run Combined Sewer Improvements Exhibit 8 WRF Gas Holding Improvements Exhibit 9 WRF Power Generation Project 24 Exhibit 10 WRF Digester Mixing Improvements Exhibit 11 Combined Sewer Solids Separation Facility Exhibit 12 New Main Outfall Exhibit 16 Eastside Interceptor Exhibit 17 WRF Grit Basins Exhibit 18 WRF Flood Improvements Exhibit 19 WRF Clarifier Improvements – Phase 1 Exhibit 20 Southwest Outfall Lining – Phase 1 Exhibit 23 Southwest Outfall Lining – Phase 2 (b) Conveyance Expansion Improvements as described in Article VII, Section 2 of the Second Amended Agreement and in the Exhibits listed therein as follows: Exhibit 33 West Des Moines Outfall Improvements Exhibit 34 Four Mile Interceptor Extension Exhibit 35 Little Four Mile Interceptor Extension Exhibit 36 Middle Creek Trunk Sewer Extension Exhibit 37 West Des Moines Outfall Extension Exhibit 38 Four Mile Interceptor Improvements Exhibit 39 Little Four Mile Interceptor Extension - South Branch Exhibit 40 Mud Creek Interceptor Improvements 25 (c) The Southwest Area Diversion Project as described in Article VII, Section 3 of the Second Amended Agreement and in the Exhibits listed therein as follows: Exhibit 44 Southern Tier Interceptor - Eastern Phase Exhibit 45 Southern Tier Pump Station and Force Main Exhibit 46 Southwest Area Diversion Facility (the "Completed Improvements"). The Exhibits listed above in this Section 4 are omitted from this Agreement, but were attached to the Second Amended Agreement, (d) Certain projects contemplated in Article VII, Sections 1, 2 and 3 of the Second Amended Agreement and in the Exhibits listed therein have either been abandoned or replaced. Such projects were depicted in Exhibits 13, 22, 24,27, 29, 30, and 32 attached to the Second Amended Agreement, but are omitted from this Agreement accordingly. Certain other projects contemplated in Article VII, Sections 1, 2 and 3 of the Second Amended Agreement and in the Exhibits attached thereto are pending and will be re-authorized in Article VII of this Agreement as depicted in Exhibits 14, 15, 21, 23, 25, 26 and 41-43 as attached to this Agreement. Section 5. Allocation of Debt Service for Completed Improvements. The allocation of costs of Debt Service on Bonds or Refunding Bonds issued under the Second Amended Agreement, as Amended, to finance the Completed Improvements have been and shall continue to be as follows: (a) The costs of Debt Service on Bonds issued for the purpose of acquiring and constructing the Core Improvements that are among the Completed Improvements have been and shall be allocated to the Participating Communities (also described in the Second Amended Agreement, as Amended, as "Core Communities"), as set forth in Article IX, Section 3(d) of the Second Amended Agreement, as Amended, including the Eastside Interceptor which has been and shall be allocated to the Participating Communities, as set forth in Article IX, Section 3(d)(i) of the Second Amended Agreement. (b) The costs of Debt Service on Bonds issued for the purpose of acquiring and constructing the Conveyance Expansion Improvements among the Completed Improvements have been and shall be borne by the Expansion Communities, as described in Article IX, Section 3(e) of the Second Amended Agreement. (c) The costs of Debt Service on Bonds or Refunding Bonds issued under this Agreement to finance the acquisition or construction of the Southwest Area Diversion Project has been and shall be allocated as described in Article IX, Section 3(f) of the Second Amended Agreement as follows: two-thirds of the cost shall be allocated to the Participating Communities on the basis of the WRA Flow of such Participating Communities and one-third of the cost shall 26 be allocated to the Expansion Communities on the basis of the total WRA Flow of the Expansion Communities. Additional costs for major capital improvement projects initiated prior to July 1, 2004, and funded through the budget have been allocated to the Participating Communities in the same percentages as the allocation of major capital improvement projects under the I.C.A. Agreement. Section 6. Reversionary Interest in Completed Improvements. All rights to the use, operation and maintenance of all Completed Improvements are held by the WRA. Participating Communities have each obtained a Reversionary Interest in Completed Improvements as provided in the Second Amended Agreement, as Amended. The Reversionary Interest of the Participating Communities have been adjusted as provided in the Second Amended Agreement, as Amended, including without limitation adjustment by reason of capital contributions by certain newly admitted Participating Communities and will continue to be adjusted as provided in applicable provisions of the Second Amended Agreement, as Amended, through and including June 30, 2038. On and after July 1, 2038, the Reversionary Interest of each Participating Community shall be as set forth in Article XXIII Section 4(b) of this Agreement. ARTICLE VII. CONSTRUCTION OF ADDITIONAL AUTHORIZED IMPROVEMENTS. Section l. Construction of Additional Authorized Core Improvements. The Core Improvements, in addition to the Completed Improvements, that the Board is authorized and directed to undertake generally consist of the following: Project Description Reference Birdland Pump Station Replacement (a/k/a Birdland Pump & Force Main) New pump station to replace existing Birdland Pump Station, and force main improvements Exhibit 14 Southern Tier Interceptor – Phase 10, Segment 23 Parallel Interceptor from Southside Southside Des Moines River Interceptor to Southern Tier Equalization Basin Exhibit 15 Ingersoll Run Outlet New interceptor from Des Moines River Outfall to Ingersoll Run Combined Sewer Overflow Exhibit 21 WRF Effluent Pumping Pump station to lift effluent to Des Moines River under elevated river conditions Exhibit 25 WRF Clarifier Improvements – Phase 2 Second phase of replacement of mechanisms and equipment on primary clarifiers and final clarifiers Exhibit 26 27 Little Four Mile Interceptor – Phase 15, Segment 1 Parallel interceptor from Four Mile Interceptor to junction with Little Four Mile Interceptor South Branch and Little Four Mile Interceptor Extension Exhibit 28 WRA Site Acquisition, Clearing, and Securing Additional Property for future expansion Exhibit 54 WRA Sewer Lining – Phase 3 Lining of Southwest Outfall Exhibit 55 WRF Phosphorus Recovery Phosphorus recovery improvements Exhibit 56 WRF Disinfection Improvements Disinfection improvements at WRF Exhibit 57 WRF Biogas Flare System Improvements Improvements to digester gas handling and flare system Exhibit 58 WRA Sewer Lining – Phase 4 Lining of WRA sewers based on condition Exhibit 59 WRF Aeration Basin Improvements Improvements to the aeration basins and aeration system at WRF Exhibit 60 WRA Sewer Lining – Phase 5 Lining of WRA sewers based on condition Exhibit 61 WRA Personnel Facilities Relocation of non-process facilities for treatment expansion Exhibit 62 WRA Sewer Lining – Phase 6 Lining of WRA sewers based on condition Exhibit 63 WRA Sewer Lining – Phase 7 Lining of WRA sewers based on condition Exhibit 64 WRF Building 73 Improvements Additional electrical generation for Emergency Power Exhibit 65 WRF Buildings 50, 51, 52 Improvements Improvements to the Return Sludge System Exhibit 66 28 WRF Final Clarifier Expansion – Phase 1 Expansion of the final clarifiers Exhibit 67 WRA Southwest Diversion Pump Station Odor Control Odor control and corrosion control improvements Exhibit 68 WRF Tricking Filter Demolition – Phase 3 Removal of Trickling Filters at WRF for future improvements Exhibit 69 WRA Southwest Diversion Equalization Basin Odor Control Odor control and corrosion control improvements Exhibit 70 WRA Sewer Lining – Phase 8 Lining of WRA sewers based on condition Exhibit 71 WRA Southside Des Moines River Interceptor – Phase 4 River Crossing and new influent WRF sewer Exhibit 72 WRA Raw Water Pump Station and Preliminary Treatment New headworks and preliminary treatment facilities Exhibit 73 WRA Southwest Diversion Pump Station Modifications Modifications to the Southwest Pump Station for frequent use Exhibit 74 WRA Southwest Diversion Equalization Basin Modifications Modifications to the Southwest Equalization Basin for frequent use Exhibit 75 WRA Westside Pump Station Modifications Modifications to the Westside Pump Station for future growth Exhibit 76 WRA Southern Tier Pump Station Modifications Modifications to the Southern Tier Pump Station for future growth Exhibit 77 WRA Primary Treatment Facilities New primary treatment facilities Exhibit 78 WRA Influent Sewers Relocation Relocation of influent sewers to New Headworks Exhibit 79 WRF Digester and Dewatering Improvements Improvements to digestion and Dewatering facilities Exhibit 80 WRF Hauled Waste Facilities Improvements to the hauled waste facilities Exhibit 81 29 WRF Building 05 and Primary Treatment Demolition Demolition of existing facilities for future facilities Exhibit 82 WRF Second Outfall and Disinfection Facilities Additional outfall for WRF and associated disinfection Exhibit 83 WRF Primary Treatment Expansion Expansion of primary treatment facilities Exhibit 84 WRF Preliminary Treatment Expansion Expansion of preliminary treatment facilities Exhibit 85 WRF Gas Conditioning Improvements Expansion of gas conditioning facilities Exhibit 86 WRF Effluent Pumping Station No. 2 Additional pump station for effluent pumping to Des Moines River at elevated river conditions Exhibit 87 WRF Final Clarifier Expansion – Phase 2 Expansion of the final clarifiers Exhibit 88 WRF Biosolids Storage Expansion Expansion for bio-solids storage Exhibit 89 WRF Waste Thickening and Blended Sludge Facilities Improvements to waste sludge thickening and blended sludge facilities Exhibit 90 WRF Aeration Basin Expansion Expansion of the aeration basins Exhibit 91 WRF Digestion Facilities Expansion of the digestion facilities Exhibit 92 The above Core Improvements are included in the WRA Facility Plans and the general location, projected future cost of construction and anticipated year of construction thereof are shown in Exhibits attached to this Agreement. The costs of Debt Service on Bonds issued for the purpose of acquiring and constructing the above Core Improvements shall be borne by the Participating Communities, as set forth in Article IX, Section 3(c) of this Agreement. Section 2. Construction of Additional Authorized Conveyance Expansion Improvements. The Conveyance Expansion Improvements, in addition to the Completed Improvements, that the Board is authorized and directed to undertake generally consist of the following: 30 Project Description Reference Common Trunk Improvements Parallel Interceptor from Southwest Equalization Basin to 73rd Street South of University Avenue Exhibit 41 Clive-USSD Joint Trunk (a/k/a Joint Trunk Sewer Improvements) Parallel trunk sewer from 73rd Street south of University Avenue to approximately 142nd Street and Douglas Parkway Exhibit 42 Southern Tier Interceptor – Western Phase Parallel Interceptor from Southern Tier Pump Station to east side of Highway 28 Exhibit 43 The above Conveyance Expansion Improvements are included in the WRA Facility Plans and the general location, projected future cost of construction and anticipated year of construction thereof are shown in Exhibits attached to this Agreement. The costs of Debt Service on Bonds issued for the purpose of acquiring and constructing the Conveyance Expansion Improvements shall be borne by the Expansion Communities, as described in Article IX, Section 3(d) of this Agreement. Section 3. Construction of Special Improvements. The Special Improvements, in addition to the Completed Improvements, that the Board is authorized and directed to undertake generally consist of the following: Project Description Reference Westside Interceptor Parallel interceptor from Westside Pump Station to junction of Saylor Creek Interceptor and Beaver Creek Interceptor Exhibit 31 WRA Pleasant Hill Pump Station Improvements Improvements to the Pleasant Hill Pump Station Exhibit 93 WRA Beaver Creek Interceptor Improvements Parallel Sewer to Beaver Creek Interceptor Exhibit 94 WRA West Des Moines Outfall, Segment 1 & 2 Improvements Parallel Sewer to West Des Moines Outfall Sewer Exhibit 95 WRA Pleasant Hill Force Main Improvements Force main replacement for Pleasant Hill Pump Station Exhibit 96 31 WRA Saylor Creek Interceptor – North Branch Parallel Sewer to Saylor Creek Interceptor Exhibit 97 The above Special Improvements are included in the WRA Facility Plans and the general location, projected future cost of construction and anticipated year of construction thereof are shown in Exhibits attached to this Agreement. The costs of Debt Service on Bonds issued for the purpose of acquiring and constructing the Special Improvements shall be borne or allocated among some or all of the Participating Communities, as described in Article IX, Section 3(g) of this Agreement, except the costs of Debt Service on Bonds issued for the purpose of acquiring and constructing the Westside Interceptor shall be borne or allocated among some or all of the Participating Communities as provided in Article IX, Section 3(d)(ii) of the Second Amended Agreement. Section 4. Construction of Other Improvements and Small Capital Projects. (a) In addition to the Improvements described in Sections 1, 2 and 3 of this Article, the Board is authorized to acquire and/or construct other necessary or desirable Core Improvements. Conveyance Expansion Improvements, and Special Improvements and to undertake Small Capital Projects in order to (i) maintain or optimize the capacity and performance of the WRA System; (ii) to maintain or improve operating efficiency or reduce operating costs of the WRA System or (iii) to extend or provide regional sewer service to particular areas, to the extent such Improvements or other Projects are not in conflict with, the WRA’s purpose as set forth in this Agreement and are in compliance with Chapters 28E and 28F of the Code. (b) The Participating Communities recognize and agree that their classification as either a Participating Community or an Expansion Community, or both, under this Agreement serves to obligate them to finance the acquisition and construction of the Core Improvements, Conveyance Expansion Improvements, and Special Improvements respectively, as well any other Improvements or projects designated by the Board as described in Subsection (a) of this Section, to the extent of the Bond financing authorized in Article XIII of this Agreement. In connection with a future amendment of this Agreement, the Participating Communities may determine to modify such classifications for purposes of constructing Improvements beyond those contemplated by this Agreement. (c) Any Participating Community may acquire design flow capacity in any Conveyance Expansion Improvement undertaken in accordance with this Agreement. In such event, the requesting Participating Community shall notify the Board, in writing of its intention to participate in a Conveyance Expansion Improvement, which notice must be received prior to Board approval of the plans and specifications for the Conveyance Expansion Improvement. The requesting Participating Community shall be responsible for a proportionate share of the costs of acquiring and constructing such Conveyance Expansion Improvement, based on the proportion of its design flow allocation to the total design flow of each project segment of the Conveyance Expansion Improvement in which the Participating Community desires to participate, or such other fixed cost share as the applicable Conveyance Expansion Communities may determine and 32 be approved by the Board. The requesting Participating Community shall pay all such costs at such times and in such amounts as shall be determined by the Board, it being the intention of the Participating Communities not to utilize Bond financing authorized in Article XIII of this Agreement for such purposes. (d) Notwithstanding anything in this Agreement to the contrary, any one or more Participating Communities may determine to undertake sanitary sewer improvements or extensions on their own, at their sole cost, under such terms as they shall agree upon. Any such improvements shall not be financed as provided in Article XIII of this Agreement and shall not be considered part of the WRA System. Provided, however, if such extension will make a connection to the WRA System, the Participating Community shall give written notice to the WRA Director of the nature and extent of such improvements prior to initiating design and construction of such improvements for the purpose of permitting effective planning and coordination with the WRA Facility Plans and compliance with subsection (e) of this Section. (e) If one or more Participating Communities proposes to design or construct any sanitary sewer improvement, extension, pump station, force main, equalization basin, or other similar improvement that could reasonably be utilized, adapted or upsized to be a Conveyance Expansion Improvement or a Special Improvement as defined in this Agreement (a "Community Extension") and either (i) the proposing Participating Communities themselves request that such Community Extension be included as part of the WRA System; (ii) the proposed Community Extension is multi-jurisdictional because it will be of material benefit to more than one Participating Community; or (iii) the WRA Director with the advice of the Technical Committee determines that such Community Extension should for any reason be incorporated into the WRA System, the Proposing Communities must, prior to initiating design and construction of such Community Extension, obtain approval by Board resolution of the terms of an agreement relating to the proposed Community Extension (“Community Extension Agreement”). The terms of the Community Extension Agreement shall include the proposed scope of the Community Extension including the service area of the proposed Community Extension, the anticipated wastewater flowage, the Communities to be served, the location of the proposed connection to the WRA System, and the anticipated funding source for the Community Extension. Said information shall be used for Technical Committee review and recommendation to the Board, and for Board consideration, in relation to (1) the anticipated capacity of the proposed Community Extension and of the ability of the WRA System to accept such additional capacity and to operate and maintain the Community Extension, (2) the funding source to ensure that the WRA will not be obligated for any cost of design, property acquisition and/or construction of the Community Extension, and that said Community Extension shall be solely funded by the proposing Participating Community or Communities separately from this Agreement, (3) the planned service capacity to ensure that more than one Participating Community will be served and/or receive capacity from the Community Extension, (4) the need, and method if applicable, for WRA to substantiate the design and construction of the Community Extension, and (5) such other items as may be reviewed by the Board and/or Technical Committee, at their sole discretion. The Participating Community or Communities shall further provide any additional information requested by the Technical Committee, the Board, or the staff for the Operating Contractor. The terms of the Community Extension Agreement shall include a provision that the construction of the Community Extension shall be pursuant to plans and specifications that meet 33 WRA standards for its own projects and shall also include any provision requested by the WRA Director with the advice of the Technical Committee to upsize the capacity of the Community Extension for the benefit of the WRA at WRA’s expense for any additional costs. The Board may approve the terms of the Community Extension Agreement as submitted, approve the terms of the Community Extension Agreement subject to revisions as deemed necessary for the Community Extension to become part of the WRA System, deny the terms of the Community Extension Agreement, or exercise the right to cause the WRA to construct the Community Extension as a part of a WRA Conveyance Expansion Improvement. The Participating Community or Communities, by resolution of their respective governing bodies, shall approve the Board-approved terms of Community Expansion Agreement prior to initiating design and construction of, and property acquisition for, the Community Extension. If the terms of the Community Extension Agreement are approved by the Board, and if the Board does not elect to construct the Community Extension itself, the Participating Community or Communities shall design and construct the Community Extension in conformance therewith, and shall accept the Community Extension by governing body resolution prior to transfer of said Community Extension to the WRA. Following construction, the Community Extension shall be transferred by the Participating Community or Communities to the WRA pursuant to Article XV, Section 3 of this Agreement, and concurrently the maintenance bond for the Community Extension shall be assigned by the Participating Community or Communities to the WRA. Formal acceptance by the Board of the Community Extension, and of the maintenance bond(s) associated therewith, is required in order to effectuate the transfer and for such Community Extension to constitute an Improvement and part of the WRA System. The WRA shall not be required to accept any Community Extension from one or more Participating Communities that was not undertaken or transferred in compliance with this Section and/or that is not designed and constructed in accordance with the Board-approved terms of the Community Extension Agreement relating thereto. (f) To the extent a Participating Community proposes to construct a new Participating Community conveyance system that could be constructed and connected to more than one WRA subsystems, in whole or in part, the Participating Community shall consult with the WRA on which WRA subsystem to which the Participating Community’s subsystem should be connected and obtain a review of the proposed point or points of connection by the Technical Committee, and a recommendation of the Technical Committee to Board based on a balancing costs and benefits to the WRA and the Participating Community. After the recommendation of the Technical Committee is obtained, the Participating Community must, prior to initiating design and construction of such project, obtain approval by Board resolution of the point or points of connection to be constructed. Section 5. Permitted Adjustments. Given the necessity for accommodating circumstances relating to particular projects as they arise, the Board shall have discretion, without Participating Community review, to make minor adjustments to the timing, sequence of construction, scope and location of all Improvements contemplated by this Agreement, and to approve plans and specifications, cost estimates, schedules of construction and cost allocations that do not differ materially from those set forth or described in this Agreement or the Exhibits to this Agreement, so long as the level of sanitary sewer service to be provided to those areas is not materially different from that contemplated by the Core Improvements, the Conveyance 34 Expansion Improvements and the Special Improvements. The Board shall further have discretion to make material substitutions, replacements and/or refinements to any Improvement contemplated by this Agreement, following written request for comment to the governing body for each Participating Community directly affected by the Improvement at issue and a notice and response period of thirty (30) calendar days following such request, and following Board consideration of comments received from each Participating Community upon such request, and in the event and to the extent that (1) the substitution or replacement advances the purpose of the originally planned Improvement in a more cost-effective manner that complies with state and federal requirements, including but not limited to environmental regulations, and substantially achieves the result of the originally planned Improvement, or (2) the substitution or replacement is required for compliance with state and federal requirements, including but not limited to environmental regulations. In conjunction with a request by a Participating Community to advance the schedule for construction of an Improvement from the date set forth on the applicable Exhibit to this Agreement, the Board may require such Participating Community to provide interim funding to the WRA in amounts and at the times deemed necessary by the Board to complete the design and construction of the Improvement without the issuance of Bonds, so long as the WRA agrees to reimburse the Participating Community for the amounts so advanced on terms acceptable to the Board and the Participating Community. Section 6. Reversionary Interest in New Construction. All rights to the use, operation and maintenance of all Improvements constructed under the terms of this Agreement shall be and hereby are granted to and shall be held by the WRA. Participating Communities will obtain a Reversionary Interest in newly constructed Improvements in the manner as provided in the Second Amended Agreement, as Amended, for projects completed and accepted on or before June 30, 2038. Such Reversionary Interest will be adjusted as provided in the Second Amended Agreement, as Amended, including without limitation adjustment by reason of capital contributions by newly admitted Participating Communities and will continue to be adjusted as provided in applicable provisions of the Second Amended Agreement, as Amended, through and including June 30, 2038. On and after July 1, 2038, the Reversionary Interest of each Participating Community shall be as set forth in Article XXIII Section 4(b) of this Agreement. Section 7. Recommended Design Flows. The Technical Committee shall recommend appropriate design flows for all new Conveyance Improvements and other Conveyance Improvements that adjust design capacity to be constructed under this Agreement, taking into account the needs of the affected Participating Communities and the optimization of the overall performance of the WRA System. The recommendations of the Technical Committee with respect to the design flows shall be presented to the Board and shall, upon Board approval, be included in the plans and specifications for the particular Improvements involved. Section 8. Contracts for Construction. All contracts for construction of Improvements under this Agreement shall be considered and entered into by the Board, on behalf of the WRA and the Participating Communities, in accordance with applicable provisions of Iowa law. 35 ARTICLE VIII. OPERATION AND MAINTENANCE RESPONSIBILITIES. Section l. Board Responsibilities for Operation and Maintenance. The Board shall operate and maintain the WRA System for the benefit of all Participating Communities. It is recognized that there are costs of workforce, equipment, supplies, repairs, reserves, replacements and additions of equipment, management costs, legal and engineering costs, audit costs, insurance, claims, expenses (including costs and penalties) incurred by reason of federal and state laws, regulations and requirements and other costs fairly and reasonably attributable to the operation and maintenance of the WRF and the WRA System that should be managed in the best interest of all of the Participating Communities collectively. All WRA System facilities shall be operated in such a way as to optimize their capacity and performance, and to accommodate the wastewater flows from each Participating Community to the extent practicable. It is recognized and agreed the Board may establish peak flow limitations for excess peaking flow or for excess Inflow and Infiltration at or exceeding volumes existing prior to the adoption of this Agreement and may impose the same on any Participating Community responsible for the same. The Board may provide Equitable financial or other incentives to Participating Communities to reduce flows attributable to Inflow and Infiltration or to otherwise reduce their flow levels or may impose Equitable fees or surcharges on Participating Communities related to excess peak flow or excess Inflow and Infiltration, but only after considering any or all the following criteria: (1) the benefits to be achieved by the WRA; (2) best practices as reasonably applicable to the WRA System; (3) conformity with the WRA Long Range Plan; (4) provisions for reasonable notice and periods of transition to allow for economic adjustments by Participating Communities in their own operations; and (5) improvements and processes that each Participating Community subject to any of the foregoing actions have previously implemented to reduce Inflow and Infiltration below that at or exceeding volumes referenced herein. Section 2 Participating Community Responsibilities for Operation and Maintenance. Each of the Participating Communities shall be solely responsible for the operation and maintenance of its own sewer systems, but shall reasonably cooperate with and assist the WRA to facilitate the efficient and effective operation of the WRA System. Such cooperation and assistance shall include but not be limited to: (a) Prompt and effective notice and communication with respect to operational problems as they arise; (b) Assistance with WRA’s management of flows; (c) Cooperation with WRA’s right of way acquisition and WRA’s capital projects located within their respective jurisdictions; (d) Cooperation in efforts to mitigate Inflow and Infiltration; (e) Any other operation or maintenance assistance reasonably requested by the WRA or its Operating Contractors that the Participating Community may be able to provide without undue burden or expense. Section 3. Staff and Contracts. In fulfilling its responsibilities, the Board may determine to employ such staff for such purposes and on such terms as it determines to be necessary or appropriate, or may enter into one or more Operating Contracts with one or more Operating Contractors for all necessary or desirable services, or both. The Board may define and 36 enforce applicable policies, parameters, goals and performance benchmarks for its employed staff and its Operating Contractors. If the Board determines to provide for the operation of the essential facilities that comprise the WRA System by contract rather than primarily through staff directly employed by the WRA, then the Operating Contracts shall include a single Operating Contract, referred to herein as the “Core Operating Contract” that shall provide for the operation, maintenance, and management of the essential facilities that comprise the WRA System as a single, integrated and managed operation. As of the Effective Date of this Agreement, the Amended and Restated Operating Contract shall be the Core Operating Contract required by this section for its defined term. Services under any Core Operating Contract may be supplemented by one or more additional Operating Contracts or by supplemental services under the Core Operating Contract. Section 4. WRA Director. (a) The Board shall appoint, by resolution, a qualified person to be the WRA Director. The WRA Director shall be the chief executive officer and chief administrative officer of the WRA and shall report directly to the Board in such capacity, subject to Sections 3.1, 3.2, and 3.5 of the Amended and Restated Operating Contract during its term. Except as limited by Section 3(c) if this Article, the WRA Director shall serve at the pleasure of the Board. The Board may also, in its discretion appoint, by resolution, a qualified person to be the WRA Deputy Director to act in the place of the WRA Director in his or her absence or incapacity and who shall also perform other duties as assigned by the WRA Director, subject to Sections 3.1, 3.2, and 3.5 of the Core Operating Contract during its term. In the event of a vacancy in the position of WRA Director occurs any WRA Deputy Director then serving shall act in the capacity of interim WRA Director, until a new WRA Director is appointed. If no WRA Deputy Director is then serving the Board shall appoint an interim WRA Director, by resolution, to serve until a new WRA Director is selected. (b) If the Board desires to select a person to serve as WRA Director, on an interim or long term basis, who is an employee of the Core Operating Contractor, the appointment shall be only made in consultation with, and written concurrence of, the chief administrative officer of the Core Operating Contractor. In such case, in addition to reporting directly to the Board, the WRA Director shall also report directly to the chief administrative officer of the Core Operating Contractor on all matters affecting performance of the Core Operating Contract, and the WRA and the Core Operating Contractor shall establish processes and rules by agreement or policy to reconcile or mitigate potentially conflicting duties of the WRA Director to the Operating Contractor and to the WRA and the Board. (c) With respect to a person serving as the WRA Director, who is an employee of the Core Operating Contractor, if the Board determines that the WRA Director is failing to perform his/her obligations under this Agreement, the Board shall give written notice to the chief administrative officer of the Core Operating Contractor which notice shall identify the performance concerns. The WRA Director will have ninety (90) calendar days following receipt of such written notice to cure the performance concerns as identified in the notice. If the WRA Board then determines, at the Board’s sole discretion, that the WRA Director has failed to cure 37 the performance concerns within the ninety (90) day cure period, the Board may unilaterally terminate the WRA Director’s appointment. (d) In the event a vacancy occurs with respect to the position of WRA Director, if the person previously serving was an employee of the Core Operating Contractor, and unless the Board otherwise directs, the Core Operating Contractor, in consultation with the Executive Committee, shall initiate the process required for the Board to recruit, select, and appoint a new WRA Director. If the person previously serving was not an employee of the Core Operating Contractor, the Executive Committee shall initiate the process. Section 5. Emergencies and Disasters. The WRA Board may adopt one or more policies respecting natural disasters and other emergencies under which provisions of this Agreement may be suspended and special authorities may be granted to the WRA Director and others under emergency conditions or other exigent circumstances in a manner consistent with applicable federal and state law and regulations. Such policies shall at a minimum define the conditions under which they apply, the special powers and authorities granted, and limits on the duration of the special powers and authorities. The Board may modify such policies at any time and from time to time. Each Participating Community shall be given written notice of such policies and each modification thereof. ARTICLE IX. BUDGET Section l. Fiscal Year. The WRA shall operate on the same fiscal year as a city under Iowa law. Section 2. Schedule for Budget Preparation. Each year the Board shall cause there to be prepared and submitted to the Board and to the Participating Communities a proposed preliminary WRA budget for the next fiscal year. The preliminary WRA budget shall include, among other things, (i) a calculation of the annual operating cost shares (including amounts for all reserves to be funded), Debt Service allocated to each Participating Community as provided in this Agreement, and any surcharge payments imposed under Articles XI or XII of this Agreement; (ii) a comparison of the budgeted and actual WRA expenditures for the most recent previously completed fiscal year; (iii) a listing of pending and proposed Small Capital Projects and their estimated costs; and (iv) proposed annual assessments to be paid into the Renewal, Repair and Small Capital Project Fund and any applicable Debt Service. The Board shall establish the date, time and place for a hearing on the proposed WRA budget before the Board, and each Participating Community shall be notified thereof in writing not less than thirty days prior to the hearing. Upon the request of any Participating Community, the Board shall make available such reasonably accessible information, schedules, comparisons and analysis as may be deemed reasonably necessary by such Participating Community in order to fully analyze the proposed WRA budget. Section 3. Allocation of Annual Budget Shares. In each annual WRA budget: (i) the annual budgeted costs of operation and maintenance (including but not limited to administrative expense, flow monitoring, industrial pretreatment, and additions to the Renewal, Replacement, and Small Capital Project Fund and the reserves for operating and working capital, and insurance 38 and claims); (ii) Debt Service; and (iii) any surcharge payments imposed under Articles XI or XII of this Agreement shall be allocated among the Participating Communities as follows: (a) The cost of operation and maintenance of WRA System facilities, including general WRA administration, operation of flow meters, administration of the industrial pretreatment program, and the reserves for insurance and claims, shall be allocated to the Participating Communities on the basis of WRF Flow except as otherwise provided under Article XI of this Agreement. (b) The costs of funding such other reserves as the Board shall determine to be necessary, including the Renewal, Replacement, and Small Capital Project Fund, operating and working capital reserves necessary to maintain cash flow and liquidity, and reserves established for the purpose of paying Debt Service on any series of Bonds or Refunding Bonds or securing the payment thereof, shall be allocated to the Participating Communities on the basis of WRA Flow, except as other provided under Article XI of this Agreement. (c) The costs of Debt Service on Bonds or Refunding Bonds issued under this Agreement to finance the acquisition or construction of Core Improvements shall be allocated to the Participating Communities on the basis of the WRA Flow of the Participating Communities. (d) The costs of Debt Service on Bonds or Refunding Bonds issued under this Agreement to finance the acquisition or construction of Conveyance Expansion Improvements shall be allocated to the Expansion Communities on the basis of the WRA Flow of the Expansion Communities (e) The costs of Debt Service on Bonds or Refunding Bonds issued under this Agreement to finance the acquisition or construction of any other Improvements that are classified separately by the Board as being Special Improvements under this Agreement, (as authorized in Article VII, Section 4 of this Agreement) shall be allocated to those Participating Communities benefited by such Special Improvement in the manner as set forth in subsection (g) of this Section 3. (f) If actual expenses for operation and maintenance of the facilities of the WRA System for any year (based on the audited financial statements) differ from the budgeted amount allocated to the Participating Communities for that year, the difference between the actual and budgeted amount shall be credited or charged to the Participating Communities in the next budget year on the basis of the WRF Flow as computed for the year in which the budget amounts were collected. (g) For all Special Improvements, other than the Westside Interceptor, the proposed annual assessments shall be allocated on an Equitable basis among the Participating Communities based on the following criteria: (i) the Special Benefit to be provided to specific Participating Communities by the Special Improvement based on design flows; (ii) the general benefits, if any, to all Participating Communities; (iii) avoiding cross subsidies among Participating Communities; (iv) allocation of the Core Improvement aspects of any Hybrid Improvement to Participating Communities as a Core Improvement cost; (v) if more than two 39 Participating Communities have Special Benefit, by assignment of a percentage share of the Special Improvement, other than Hybrid Improvements, to all Participating Communities as a Core Improvement cost based on the number of benefited Participating Communities and (vi) any other factor required by the nature of the Improvement to match the Special Benefit provided to and the costs assigned to, specific Participating Communities. The process for, and calculation of, annual assessment for Special Improvements, including without limitation Hybrid Improvements, shall be in accordance with Exhibit 98 to this Agreement. (h) Any surcharge payments imposed on a Participating Community under Article XII of this Agreement shall be allocated among the affected Participating Communities as provided by such Article or Board actions adopted thereunder. Section 4. Rate Stabilization and Adjustments. Notwithstanding Section 3 of this Article, the Board, at any time, may (i) approve minor adjustments to the calculations of WRA Flow, or to WRF Flow, or both, when calculating the budget and the costs allocated to the Participating Communities, in order to reflect or take into account particular circumstances or conditions affecting flows of certain Participating Communities, and (ii) implement a system of rate stabilization for purposes of determining the annual allocated cost shares that are derived from flows as described in Section 3, and utilize a multi-year average of metered flows in lieu of those attributable to the immediate prior calendar year in determining the annual cost shares. Any such adjustment or system of rate stabilization shall be implemented or discontinued at the beginning of a fiscal year and shall be approved in connection with the approval of a WRA budget for that fiscal year. Section 5. Budget Hearing. At or before the hearing on the WRA budget, any Participating Community may file with the Secretary of the Board such objections as it deems appropriate and at such hearing may appear and present such information as it desires in support of its objections. The Board shall consider all such objections and upon the termination of the hearing may, but need not, modify the budget, and shall thereafter adopt the budget as submitted or as modified; provided, however, that final action on the budget shall occur each year by no later than May 1st. Absent such final action thereon by the Board on or before such date, the budget, including the allocation of cost shares, shall be deemed adopted as of such date, subject to any modifications previously approved by the Board. Section 6. Budget Arbitration. (a) Any Participating Community may request arbitration of the budget or any part thereof as adopted or deemed adopted by the Board, so long as such request is filed with the Board within ten days following the date of approval or deemed approval of the budget by the Board. Such request shall also be sent by registered or certified mail to the American Arbitration Association, Chicago, Illinois and to each of the Participating Communities to whom an annual cost share of the budget has been allocated. That part of the budget or allocation so specified in the request for arbitration shall then proceed to arbitration under the rules of the American Arbitration Association and the decision of the arbitrator shall be final and binding upon all parties. In each instance, the Participating Community objecting to the budget shall have the 40 burden of establishing that each challenged allocation or budgeted expenditure was not calculated in accordance with this Agreement. (b) The Participating Community requesting arbitration shall bear all the costs thereof unless the arbitrator determines that the item(s) for which arbitration was requested should be reduced or excluded or the allocation was not correctly calculated. In such case, the cost shall be deemed a WRA administration expense and allocated to all Participating Communities on the same basis as other administrative expenses. (c) If the arbitrator does not make his or her decision by the beginning of the budget year, the Participating Communities shall make their payments to the WRA upon the basis of the adopted budget pending a decision by the arbitrator. If the budget is modified as a result of the arbitration, the Board shall credit or charge to each Participating Community any excess previously paid or additional amount due as a result of the arbitrator's decision, as applicable. If the cost share of a Participating Community is modified as a result of the arbitration, the Board shall credit or charge to that Participating Community any excess previously paid or additional amount due as a result of the arbitrator's decision, as applicable and shall adjust the cost shares of other Participating Communities accordingly. The arbitrator shall have the authority to direct and require the re-allocation or re-adjustment of budget items and/or allocation of cost shares to reflect the arbitrator's decisions. Section 7. Imposition of Sewer Rates and Charges by Participating Communities; Payments to WRA. (a) Each Participating Community shall pay to the WRA, and for that purpose shall impose by ordinance such sewer rates and charges on contributors in its respective community sufficient in amount, together with other funds or sources of revenues appropriated for that purpose, to contribute on a monthly basis to the WRA during each fiscal year, (i) its allocated share of the operating budget and Debt Service on Bonds and Refunding Bonds as determined in accordance with this Agreement, and (ii) any surcharge payments imposed under Articles XI or XII of this Agreement. Each Participating Community shall establish, maintain and revise such rates and charges from time to time whenever necessary as will always provide each Participating Community with sufficient revenue, together with other funds or sources of revenues as may be appropriated for such purpose, as will produce at least 110% of the amount necessary to pay Debt Service and the principal and interest on all outstanding Local Obligations during the fiscal year. If such rates and charges are not paid by the users of the sanitary sewer facilities as so provided in the ordinance, each Participating Community shall promptly certify the unpaid amounts to the appropriate county for collection. The Board shall establish a policy respecting billing and payment of the amounts due to WRA from Participating Communities under this Article IX (the “WRA Participating Community Billing and Payment Policy") which shall include provisions for billing, due dates of payments, any late fees for payment after due dates, interest on unpaid balances that shall accrue after due dates, and related matters in the discretion of the Board. The Board may modify such policy at any time and from time to time. Each Participating Community shall be given written notice of the WRA Participating Community Billing and Payment Policy and each modification 41 thereof, and such policy as revised from time to time shall be deemed a part of the terms of service by the WRA to each Participating Community from and after the date on which such notices are given Section 8. Priority of Payment Obligations. (a) The obligation of each Participating Community to pay its allocated share of the WRA operating budget shall stand on a parity and equality of rank with respect to any prior pledge or covenant to fund operations and maintenance expenses made in connection with any other Local Obligations issued by the Participating Community. (b) Each Participating Community shall treat its obligation to pay Debt Service under this Agreement as standing as nearly as practicable on a parity and equality of rank with respect to the lien and claim to the net revenues of the sanitary sewer utility of the Participating Community held by the holders of any other Local Obligations issued by the Participating Community, although it is recognized that such parity status may not be set forth in resolutions authorizing Local Obligations in all cases until currently outstanding Local Obligations are paid or discharged. Such parity status shall not extend, however, to any debt service reserve fund maintained by a Participating Community in respect of its Local Obligations. To that end, each Participating Community shall include provisions in any resolutions of its governing body authorizing the issuance of Local Obligations after the Effective Date of this Agreement to the effect that the obligation of the Participating Community to pay Debt Service under this Agreement shall have such parity status to the full extent authorized by the resolutions authorizing the currently outstanding Local Obligations. (c) The financial officer of each Participating Community or, at the direction of the Board, an independent auditing firm selected by the Board and paid by the WRA, shall annually certify to the WRA, at the beginning of each fiscal year, to the effect that (i) the Participating Community has included the amount of its Debt Service obligations to the WRA for the coming fiscal year as an outstanding obligation for purposes of any applicable rate covenant made by the Participating Community for the benefit of the holders of any outstanding Local Obligations, (ii) the Participating Community has not issued any Local Obligations within the fiscal year then ending except on the basis set forth in subsection (b) above, and (iii) the Participating Community has imposed sufficient rates and charges or appropriated other funds in its budget for the next fiscal year sufficient in amount to timely pay its monthly payment obligations to the WRA during the next fiscal year. Section 9. Payment Defaults. (a) In the event of a failure by a Participating Community to make timely payment of any amount due to the WRA under this Agreement within the scope of the WRA Participating Community Billing and Payment Policy, the Participating Community shall incur interest and fees as provided in the WRA Participating Community in Billing and Payment Policy. Any obligations of a Participating Community to the WRA outside the scope of the Billing and Payment Policy that are not paid when due shall bear interest as provided by agreement, Chapter 535, of the Code, or applicable law. 42 (b) If any failure by a Participating Community to make a required payment to the WRA continues for a period of thirty (30) days, the Board shall have the right to take any action at law or equity as may appear necessary or appropriate to collect the amounts then due and thereafter to become due under this Agreement, including but not limited to those actions seeking money damages, specific performance or the appointment of a receiver to take control of the operation and management of the sanitary sewer utility system of the Participating Community. (c) In the event a payment default by a Participating Community results in the expenditure of debt service reserve funds being held as security for any series of Bonds or Refunding Bonds, the Board promptly shall order the imposition of a special charge upon the Participating Communities in the amount necessary to fully replenish the reserve funds so expended, which shall be allocated among the Participating Communities on the basis of WRA Flow. Each Participating Community shall pay its allocated amount of the special charge to the WRA within ninety (90) days of the Board's action to impose the special charge. If however, the Board determines that the defaulting Participating Community is unlikely to timely pay its allocated share of the amount necessary to fully replenish the reserve fund, the Board shall allocate the share of the defaulting Participating Community to the other Participating Communities that are not in default, on the basis of WRA Flow (excluding for this purpose the flows of the defaulting Participating Community). A defaulting Participating Community shall be obligated to repay the WRA all amounts imposed as special charges under this subsection, together with interest thereon as provided in the WRA Participating Community Billing and Payment Policy, which the WRA shall in turn credit to the monthly payment obligations of the Participating Communities (on the basis of the WRA Flow used to impose the special charge) upon the WRA's receipt thereof. ARTICLE X. 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 including, but not limited to, separate accounts for operation and maintenance, administrative expenses, flow monitoring, industrial pretreatment, Debt Service on Bonds and Refunding Bonds and reserves for operating and working capital, insurance and claims and the Renewal, Replacement, and Small Capital Project Fund. The Board shall establish a policy to govern the Renewal, Replacement, and Small Capital Project Fund that shall include a minimum target fund balance, provisions for the replenishment of the target fund balance as needed, and provisions for funding by assessments of Participating Communities under the Annual Budget or by issuance of Bonds in the discretion of the Board. The Board may modify such policy at any time and from time to time. 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 of the Code. Section 2. Annual Audit. Annually the audit of the financial statements of the WRA shall be conducted in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States and Chapter 11 of the Code. 43 The annual audit shall be conducted by an independent auditing firm engaged by the Core Operating Contractor for that year, unless the Board determines and notifies the Core Operating Contractor, prior to June 30th of any year, that the WRA audit shall be conducted by another independent auditing firm selected by the Board. Following the receipt of the audit report, the Board shall deliver a copy of the same to the Participating Communities and may appoint an audit committee or 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. ARTICLE X-A. WRA PLANNING Section 1. Long Range Plan. The Board, with the advice of any standing or ad hoc committee, shall prepare and adopt a long-range plan to meet the wastewater treatment, conveyance, and resource recovery needs of the Participating Communities over a planning horizon of not less than ten (10) years and shall revise such plan as needed as potential new Participating Communities are identified or admitted and as other circumstances dictate. The WRA Long Range Plan shall include and take into account all factors relevant to the mission of WRA, including without limitation: (a) expected growth in, and other changes to, wastewater flows of the Participating Communities; (b) existing and anticipated regulatory requirements; (c) the WRA Facility Plans and WRA’s capital and financing needs related thereto; (d) evaluation of Inflow and Infiltration to the WRA System and of possible mitigation strategies related thereto; (e) long range trends affecting wastewater treatment, including new technologies, resource recovery opportunities, sustainability issues, and impacts of climate change; (f) WRA’s existing and future wastewater treatment capacities and requirements, including securing availability of additional sites for new facilities; (g) WRA’s requirements under its Operating Contracts, Operating Contractor performance, and ongoing consideration of alternatives to existing Operating Contracts; (h) WRA governance initiatives and Board development; (i) emergency and disaster planning and policies; (j) strategic review of, and planning for, long term challenges and opportunities affecting the WRA mission, including potential expansion of Participating Communities, workforce needs and development, WRA executive development and succession, and ; and (k) all other matters necessary to assure the achievement of WRA’s purposes for the benefit of the Participating Communities. It is expected the Long Range Plan will be forward-looking and will seek to anticipate change, rather than simply react to existing conditions and observed trends. The initial WRA Long Range Plan, adopted after the Effective Date of this Agreement, shall take into account the WRA Treatment Facility Plan Update –2024 and the WRA Conveyance Facility Plan Update – 2024 and shall be expanded to reflect the guidance set forth in “Ten Attributes of Effectively Managed Water Sector Utilities”, as promulgated by the United States Environmental Protection Agency and consider all factors relevant to the mission of WRA, including without limitation: (a) Product quality (b) Employee and leadership development (c) Financial viability 44 (d) Enterprise resiliency (e) Water resource sustainability (f) Customer satisfaction (g) Operational optimization (h) Infrastructure stability (i) Community sustainability (j) Stakeholder understanding and support. Subsequent revisions and updates to the Long Range Plan will consider either updated or current guidance from the United States Environmental Protection Agency or other authoritative, industry-specific guidance then available, as deemed relevant and helpful. Section 2. Update to Long Range Plan. The WRA Long Range Plan shall be updated on a regular basis, and in any event no less frequently than every ten (10) years. Section 3. Participating Community Participation. (a) Each of the Participating Communities shall participate in, and support, the process of preparing and updating the WRA Long Range Plan by making its data and information available to WRA and to its planning staff and contractors. Each of the Participating Communities shall supply its best estimates of future wastewater flows in support of WRA’s planning efforts within a reasonable time upon request. Information supplied by Participating Communities shall be based on uniform standards and principles for such information established by the Technical Committee. (b) Prior to the original adoption of the WRA Long Range Plan by the Board, and prior to each update thereto, Participating Communities shall review, approve and certify to WRA confirmation of the WRA Long Range Plan’s compliance with their individual needs over the intended time period covered by the applicable WRA Long Range Plan, or updates thereto. Section 4. Implementation of WRA Long Range Plan. The Board shall be responsible, in its discretion, to operate WRA in accordance with the WRA Long Range Plan and to implement the WRA Long Range Plan’s provisions. The Participating Communities shall provide reasonable assistance to the WRA and the Board in implementing the WRA Long Range Plan. Section 5. WRA Facility Plans. In addition to the WRA Long Range Plan, the WRA shall at all times have current WRA Facility Plans adopted by the Board in compliance with applicable law that is consistent with, and informed by, the WRA Long Range Plan. ARTICLE XI. SURCHARGES AND SPECIAL USAGE CHARGES TO CERTAIN PARTICIPATING COMMUNITIES Section 1. Surcharges to Participating Communities. The Board may in its reasonable discretion impose Equitable surcharges on certain Participation Communities, including without limitation, any newly connected Participating Communities in lieu of capital 45 contribution or allocation of Debt Service for Bonds and may also impose incentive surcharges under Article VIII, Section 1 of this Agreement. Surcharges previously assessed as set forth in Exhibits 48-52 as attached to the Second Amended Agreement have been fully satisfied. Section 2. Special Fees, Rates, Charges, and Surcharges. The Board shall have authority in its reasonable discretion exercised on an Equitable basis to establish special fees, rates, charges, and surcharges payable by Participating Communities, as necessary to allocate costs, burdens, and benefits on an Equitable basis to users under any special circumstances now existing or hereafter arising. Rates, fees, and charges charged to persons and entities that benefit from the services provided by WRA that are not Participating Communities shall be set in the sole discretion of the Board at or above the full costs of providing the services and in the best interest of the WRA. ARTICLE XII. NEW PARTICIPATING COMMUNITIES Section 1. Admission of New Participating Communities. During the term of this Agreement, additional cities, counties or sanitary districts organized under Chapter 358 of the Code may be admitted to membership as a Participating Community, and thereby become entitled and subject to all of the benefits and obligations of this Agreement. Any newly connecting community may commence full participation in this Agreement as a Participating Community at the beginning of any fiscal year, upon Board approval and execution of a supplement to this Agreement by such newly connecting community and the WRA prior to November 15th of the year preceding the fiscal year in which the newly connecting community would become a Participating Community. Any such supplement shall be signed by the Chair and the Secretary on behalf of the WRA and by authorized officers of the newly connecting community. Any such supplement shall: (i) designate the newly connecting community as an Expansion Community for purposes of this Agreement: (ii) obligate the newly connecting community to comply with all of the provisions of this Agreement applicable to Participating Communities; (iii) specify the weighted voting power of the newly connecting community for the first three fiscal years after the date upon which the newly connecting community becomes a Participating Community under this Agreement based on factors the Board deems relevant under all the facts and circumstances; and (iv) contain such other terms and conditions as the Board shall determine to be appropriate in light of the service to be provided to the newly connecting community. Section 2. Voting Rights. A newly connecting community shall be entitled to representation on the Board and the voting rights as provided in this Agreement, with such representation and voting rights to commence on the first day of the fiscal year following the date upon which the newly connecting community becomes a Participating Community under this Agreement. The weighted voting power assigned to the Board representative(s) of the newly connecting community for the first three fiscal years shall be as specified by the Board in the supplement as provided for in Section 1 of this Article, and shall thereafter be as provided in this Agreement. Section 3. Budget Share Allocations. Upon becoming a Participating Community, a newly connecting community shall commence payments of the annual budget shares allocated to 46 it in the WRA budget for that fiscal year and thereafter, as set forth in Article IX of this Agreement. Except as expressly provided in the supplement to this Agreement executed by the newly connecting community and the WRA, the Debt Service allocation for a newly connecting community, shall be based upon only those Bonds issued after the first day of the fiscal year in which the newly connecting community becomes a Participating Community, and the newly connecting community shall have no liability with respect to Debt Service on Bonds issued prior to said date. As set forth in Article IX, Section 3, Debt Service on Bonds issued under this Agreement after the date the newly connecting community becomes a Participating Community shall be allocated to such Participating Community on the basis of (i) its classification as an Expansion Community under this Agreement and (ii) the WRA Flow of the Expansion Communities. Section 4. Capital Contribution. (a) Each newly connecting community shall make a capital contribution or surcharge payments to the WRA for its use of (i) the WRF, (ii) that portion of the WRA System constructed under the I.C.A. Agreement and (iii) Improvements constructed under the Second Amended Agreement, as Amended, and this Agreement, and all predecessor agreements, with such capital contribution or surcharge payments being paid in lieu of any liability for Debt Service on Bonds and Refunding Bonds issued prior to the date that the newly connecting community becomes a Participating Community. Upon receipt by the Board of recommendations from the Technical Committee and the Finance Committee, the amount of the capital contribution or surcharge payments and the extent of the Reversionary Interest to be acquired shall be determined by the Board, and detailed in the supplement to this Agreement referred to in Section 1 of this Article. The Board may determine to accept a cash payment from the newly connecting community in respect of all or any portion of the required capital contribution, or may agree to a schedule of surcharge payments to be made by the newly connecting community over a period of years. As the capital contribution or surcharge payments are paid, the newly connecting community will acquire a Reversionary Interest as provided in such supplement to this Agreement. Notwithstanding the foregoing, on and after July 1, 2038, the Reversionary Interest of each newly connecting community shall be as set forth in Article XXIII Section 4(b). (b) All contributions or surcharge payments received by the WRA from a newly connecting community for a project constructed under the provisions of the I.C.A. Agreement shall be credited to the monthly payment obligations of the Participating Communities on the basis of their respective Reversionary Interest in each respective component of the WRA System facilities for which the contributions or surcharges were applicable based on the Reversionary Interest of each Participating Community at the time of admission of the newly connecting community. All contributions or surcharge payments received by the WRA from a newly connecting community for Improvements constructed under the provisions of the Second Amended Agreement, as Amended, or this Agreement shall be credited to the monthly payment obligations of the Participating Communities based on the percentage of the project cost paid by each Participating Community in each respective component of the WRA System facilities at the time of admission. In each case, the Board shall determine the specific amounts to be so credited under this subsection upon receipt by the Board of a recommendation from the Technical Committee. 47 ARTICLE XIII. ISSUANCE OF BONDS Section l. Obligations and Use of Reserves Authorized. (a) As a means of financing the acquisition and construction of Improvements to expand, extend and upgrade the WRA System described in this Agreement or to pursue Sponsored Water Resource Projects, the Board is authorized to issue its Bonds and Refunding Bonds under the authority of Chapter 28F of the Code, or as otherwise may be authorized by law from time to time for the purposes set forth in this Agreement. (b) The Board also is authorized, in its sole discretion, to utilize existing WRA reserves or other available funds, not otherwise obligated or previously appropriated for another purpose, (i) to pay all or any portion of the costs associated with the acquisition or construction of any Core Improvements, in lieu of issuing Bonds for the same under this Agreement, and (ii) for the purpose of advancing, on a temporary basis, all or any portion of the costs associated with the acquisition or construction of any Improvements, with the intent of reimbursing such advanced funds with a subsequent issuance of Bonds. Section 2. Consent to Issuance. (a) By their approval and execution of this Agreement, the Participating Communities hereby consent to and authorize the Board, pursuant to Section 28F.3 of the Code, to issue Bonds as and to the extent described in this Section for the purposes of acquiring and constructing the Improvements contemplated by this Agreement, and hereby ratify and confirm their prior consent to the issuance of all Bonds outstanding on the Effective Date of this Agreement. The Participating Communities further consent to and agree that such Bonds may be issued and sold by 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 15% 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. The Bond offering schedule attached to this Agreement as Exhibit 100 indicates the estimated principal amounts and years during which Bonds are currently expected to be issued by the Board in the future, which schedule shall be deemed to update and replace the preliminary offering schedule set forth on Exhibit 31 to the Original Agreement and Exhibit 53 to the Second Amended Agreement. The Participating Communities further consent to and authorize the Board to adjust the principal amount or time of offering of any of the Bonds from the amounts and times set forth on the schedule attached as Exhibit 100 at the time of the sale and issuance of any series of the Bonds in order to respond to changes in the costs, schedule or sequence of construction of the Improvements contemplated by this Agreement, or to market conditions then prevailing, or to otherwise complete the sale on terms deemed advantageous by the Board under the circumstances then and there existing, so long as such modified terms are approved by the Board at the time of sale of the Bonds. Notwithstanding the foregoing grant of discretion to the Board, all Bonds authorized and issued by the Board under this Agreement shall be scheduled to mature so that the aggregate principal amount of all Bonds outstanding on June 30 of each year during 48 the term of this Agreement does not exceed Nine Hundred Seventy-Five Million Dollars ($975,000,000.00). (b) In addition to the Bonds authorized in subsection (a) of this Agreement, the Participating Communities hereby consent to and authorize the Board, pursuant to Section 28F.10 of the Code, 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 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 15% 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. (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 the WRA 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. (d) Any unspent Bond proceeds may be reallocated by the Board and applied to pay the costs of other Improvements that are of the same classification (e.g., Core Improvement, Expansion Improvement or Special Improvement) as those Improvements for which the Bonds were initially issued. Section 3. 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 the WRA System facilities and from other funds of the WRA lawfully available therefore as provided in Section 28F.5 of the Code, or other applicable provisions of law, and the Bonds and Refunding Bonds shall not in any respect be general obligations of the Participating Communities, nor shall the Participating Communities be in any manner liable by reason of such net revenues or other funds being insufficient to pay the Bonds and Refunding Bonds. Section 4. 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 Participating Communities in accordance with Articles IX, XI and XII of this Agreement, and each Participating Community agrees to pay its allocated share of such Debt Service to the WRA at the times set forth in this Agreement. Section 5. Cash Payments in lieu of Bonds. Prior to each issuance of Bonds, the Board shall notify each Participating Community of the anticipated schedule for the proposed Bond issuance, the Improvements to be financed with the Bonds, the anticipated Debt Service repayment schedule, and an estimate of each Participating Community's share of Debt Service on the proposed Bonds (using the most recent WRA Flow available). Each Participating Community shall have the right, during the period of time established by the Board and set forth in the notice of the proposed issuance, to make a cash payment to the WRA equal in amount to 49 the present value of the Participating Community's estimated share of Debt Service on the proposed Bonds (using the most recent WRA Flow available and a discount rate equal to the estimated true interest cost of the proposed Bonds, as determined by the Board). Upon receipt of such payment, the Board shall reduce the principal amount of the proposed Bonds to be issued accordingly (the amount of such reduction being determined by the Board), and shall hold the funds paid by the Participating Community in a separate account and invest the same as the Participating Community shall direct. The Board thereafter shall be authorized to draw upon such funds from time to time, on a proportionate basis with the proceeds of the Bonds, to pay for the costs of the particular Improvements in respect of which the cash payment was received, and thereafter shall credit the same on behalf of the Participating Community to the costs of the Improvements being acquired. At the end of every fiscal year following such cash payment, and at the final maturity of the Bonds in respect of which the cash payment was made, the Finance Committee shall reconcile the cash payment made by the Participating Community for the period under review to an updated Debt Service schedule for the principal amount of the Bonds initially proposed to be issued (prior to the cash payment being made), reflecting the actual interest rates on the Bonds as issued, actual WRA Flow during the period under review and the actual true interest cost of the Bonds as issued (for purposes of the present value calculation). If the reconciliation by the Finance Committee demonstrates that the cash payment made by the Participating Community for the period under review was less than the amount that would have been required under the updated Debt Service schedule, the Participating Community shall promptly pay the shortfall to the WRA upon notice thereof. If the reconciliation demonstrates that the cash payment made by the Participating Community was in excess of the amount that would have been required under the updated Debt Service schedule, the WRA shall credit the excess amount to the monthly payment obligation of the Participating Community under Article IX, Section 7 of this Agreement. 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 Participating Communities in the cost allocations used to determine the appropriate cash payment amount. The Board has adopted a WRA Cash Contribution in Lieu of Bonds Policy for administering this section, which may be modified at any time, and from time to time, provided, however, that no change to such Policy shall be applied retrospectively unless such change reflects is Equitable to all Participating Communities. Section 6. Restriction on Withdrawal. The Participating Communities further agree that, except as specifically provided in Article XXII, Section 1 of this Agreement, no Participating Community may withdraw or in any way terminate, amend or modify in any way its obligations under this Agreement to the detriment of the holders of the Bonds and Refunding Bonds while any of the Bonds and Refunding Bonds are outstanding and unpaid, and the provisions of Section 28F.3 of the Code with respect thereto are hereby approved and accepted. Section 7. Future Interpretation. The provisions of this Article are intended and shall be construed as to fully invoke the provisions of Chapter 28F of the 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 Participating Communities to the issuance of the Bonds and Refunding Bonds on the terms, at the times, in the amounts and for the purposes set forth in this Article. 50 ARTICLE XIV. CONNECTIONS, TRANSFERS, AND RECORDS OF REVERSIONARY INTEREST Section l. Connections Outside of Participating Community Service Area and Transfers of Interests. (a) No Participating Community shall permit any new connections to its facilities outside the boundaries of the service area of the Participating Community, as it currently exists, or as it may be expanded by completed annexation under Section 1 of Article XVII, unless: (i) the connection is in an area subject to a pending annexation by a Participating Community and the WRA Director determines such a connection will not adversely affect the operations and needs of the WRA; or (ii) the WRA Director otherwise determines that such a connection will not adversely affect the operations and needs of the WRA and that determination is presented to, and approved by, the Board. (b) No Participating Community shall enter into any agreements or other arrangements providing for a transfer or conveyance of any rights or interests in or to its sanitary sewer facilities, by or with any municipality, political subdivision or other entity that is not itself a Participating Community under the terms of this Agreement unless presented to, and approved by, the Board. (c) Any proposed agreements or arrangements with respect to the transfer of rights or interests of Participating Communities in WRA System facilities between or among two or more Participating Communities shall be reported to the WRA Director and shall not be effective unless presented to, and approved by, the Board. (d) The arrangements that require the approval of the Board under subsection (c) of this Section include arrangements allowing Participating Communities to acquire capacity in Improvements from Participating Communities that have such capacity, where the acquiring Participating Community had no, or only a limited, Reversionary Interest in the Improvement before the arrangement, and in such case the prior consent of all Participating Communities having a reversionary interest in the Improvement shall also be required. Section 2. Records of Reversionary Interest. Records sufficient to determine the Reversionary Interest of each Participating Community under the terms of the Second Amended Agreement, as Amended, shall be retained and maintained by the WRA until June 30, 2038, and records sufficient to determine the Reversionary Interest of each Participating Community under Article XXII Section 4(d) shall be retained and maintained by the WRA thereafter. The Technical Committee shall prepare recommended schedules reflecting the Reversionary Interest held by each of the Participating Communities for consideration by the Board when and as needed, or as requested by the Board. ARTICLE XV. ACQUISITION AND DISPOSITION OF PROPERTY Section l. Acquisition. The WRA may acquire such property as it needs to accomplish its public purposes by purchase, gift, exchange, transfer, conveyance or otherwise, 51 and shall hold all real, personal and intangible property which it acquires in its own name. To the extent authorized by law, the WRA also may acquire real property or an interest therein for a public use or purpose related to its function by use of the power of eminent domain, and is authorized to bring an action in eminent domain in its own name or may request a Participating Community to bring such action, which the Participating Community shall then do so long as the WRA shall fully reimburse the Participating Community for all costs of acquisition, including the damages to be paid to the owner of the property being so acquired and all related administrative and legal expenses incurred by the Participating Community to complete the acquisition. 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, the WRA shall reimburse the Participating Community for the costs and expenses as aforesaid and any attorney fees or damages awarded to the property owner. Section 2. Disposition. The WRA may dispose of any of its property and shall do so in the same manner as a city under Section 364.7 of the Code. All proceeds from the sale or disposition of property, without regard to the origin of such property, shall be the property of the WRA. Section 3. Acquisition from Participating Communities. In addition to the rights of the WRA as set forth in Section 1 of this Article, the WRA may request such real property or property interest(s) as it needs to accomplish its public purposes from any Participating Community in relation to the construction, use, operation, maintenance, or other purpose of any Improvement(s). In the event that such a request is made, the Participating Community shall, within a reasonable time thereafter, and in no event more than ninety (90) days thereafter, grant to the WRA the requested real property and/or property interest(s) in a form approved by the WRA, but only to the extent the Participating Community owns and possesses the real property or property interest(s) needed by the WRA and has the power to grant such real property or property interest(s) to the WRA. If the Participating Community does not own and possess the specific real property or property interest(s) needed by the WRA, it shall use its best efforts to assist the WRA in the WRA’s acquisition of such real property or property interest(s). The Participating Communities and Associate Communities shall follow applicable statutory procedures, subject to reasonable approval by the WRA, to provide notice and hearing when conveying the requested real property and/or property interest(s) to the WRA, and shall provide documentation in order to demonstrate statutory compliance prior to the WRA’s acceptance of the real property and/or property interest(s). The requested conveyances from the Participating Communities or Associate Communities to the WRA shall be at no cost to the WRA, unless and only in the event that the requested real property and/or property interest(s) will not be used directly by the WRA for public purposes and/or will immediately thereafter be conveyed by the WRA to a third party for property acquisition settlement purposes in relation to a WRA construction project, land exchange purposes, or similar purposes. ARTICLE XVI. NPDES PERMIT AND INDUSTRIAL PRETREATMENT PROGRAM Section l. WRA NPDES Permits. The WRA shall apply for, obtain and hold all State of Iowa and federal permits necessary for the operation of the WRA System, including the 52 NPDES Permit for the WRF issued by the IDNR. The Operating Contractor is authorized to continue the operation, maintenance and management of the WRF as required by the WRF NPDES Permit and all other applicable permits. The Operating Contractor is further authorized to negotiate on behalf of the WRA the issuance of replacement and/or renewal WRF NPDES Permit(s) and all other applicable State and federal permits relating to the WRF and the WRA System, such permit(s) to be issued to and held in the name of the WRA to the extent allowed by law. Section 2. Administration of Industrial Pretreatment Program. Under the NPDES Permit issued by the IDNR for the WRF, the permit holder is required to establish, maintain in effect and continuously administer and enforce an Industrial Pretreatment Program consistent with federal regulations and as approved by the IDNR. Pursuant to said federal regulations and the NPDES Permit issued by the IDNR, the holder of the NPDES Permit is required to report in writing to the IDNR regarding a variety of matters, including but not limited to (a) the identity and location of all possible industrial users which might be subject to the Industrial Pretreatment Program, (b) the identity and location of a "major contributing industry" (as defined in the NPDES Permit), (c) the identity and location of a major contributing industry proposing an expansion, production increase or process modification that may result in the discharge of a new pollutant or a discharge in excess of limitation stated in an existing pretreatment agreement, and (d) the identity and location of a new major contributing industry from whom a Participating Community has committed to accept wastewater. The Participating Communities hereby agree to assist the WRA in meeting all such reporting requirements, as required by current or future federal regulations or NPDES Permits, by notifying the Board, or the Operating Contractor or Board staff if so directed by the Board, of the proposed connection of any new commercial or industrial facilities to their sanitary sewer systems, of any increase in size or increase in wastewater discharge of existing commercial or industrial facilities, or of any other matters related thereto, such notification to occur far enough in advance of such new connection, expansion, or introduction of wastewater to permit the WRA to comply with the above referenced reporting requirements. A newly connecting community shall, as a condition of its admission to the WRA, conduct a census of all commercial or industrial facilities within its corporate boundaries or sanitary sewer service area, utilizing census criteria provided by the WRA, and shall report the results of such census to the Board, or to the Operating Contractor or Board staff if so directed by the Board, prior to its admission to the WRA. Section 3. Adoption of Ordinances. The Participating Communities and Associate Communities hereby agree to enact industrial pretreatment ordinances in a form consistent in all respects with those approved by the Board. In the case of a sanitary district which is a Participating Community, the district shall either enact such an industrial pretreatment ordinance or cause the underlying city within which the district lies, to enact an industrial pretreatment ordinance. Thereafter, all Participating Communities and Associate Communities shall maintain those ordinances in continuous effect and update and amend the ordinances as may be requested in writing by the Board. Section 4. Enforcement. The Participating Communities and Associate Communities hereby assign authority for enforcement of the industrial pretreatment ordinances enacted within their respective jurisdictions to the Board, which shall be authorized to further assign specific 53 duties and responsibilities with respect to the industrial pretreatment program and enforcement of industrial pretreatment ordinances to the Operating Contractor to the extent permitted by law. The Appeal Committee shall hear and decide appeals of industrial permittees from decisions of the Operating Contractor with respect to the suspension or revocation of wastewater discharge permits due to prohibited discharges. ARTICLE XVII. ANNEXATION AND SERVICE TERRITORIES Section l. Annexation Not Prohibited. This Agreement shall not be construed or interpreted to prohibit the annexation by a Participating Community that is a city of a portion of the unincorporated area of a county, including without limitation a county that is a Participating Community or an Associate Community, so long as the same is undertaken in accordance with all applicable provisions of the Code. Upon the effective date of any such annexation, the Participating Community that is carrying out the annexation shall be deemed to have acquired the service area flows and population of the annexed area for all purposes of this Agreement, and the county in which the annexed area is located, if it is a Participating Community, shall be deemed to have released the service area flows and population of the annexed area for purposes of this Agreement. Section 2 Reversionary Interest Retained. Any Reversionary Interest in the WRA System facilities serving an annexed area shall be deemed to remain with the affected county, unless separately acquired by the Participating Community that undertakes the annexation. Section 3 Sanitary District Expansion. In the case of a sanitary district which is a Participating Community, the sanitary district shall not acquire a service area within any incorporated area of a city (with the exception of acquisition by the Urbandale Sanitary Sewer District of any portion of the City of Urbandale) which is not a Participating Community unless such acquisition has been approved by the Board. ARTICLE XVIII. CONSOLIDATION OR MERGER OF PARTICIPATING COMMUNITIES Section 1. Consolidation or Merger Not Prohibited. This Agreement shall not be construed or interpreted to prohibit the consolidation or merger of two or more Participating Communities so long as the same is undertaken in accordance with all applicable provisions of the Code. Upon the effective date of any such consolidation or merger, the surviving entity shall be deemed to be a Participating Community under this Agreement and shall be deemed to have the service area flows and population of the consolidated or merged area for all purposes of this Agreement. The consolidated or merged entity that results from the consolidation or merger shall be deemed to be a Participating Community for all purposes of this Agreement and shall provide details of the completed consolidation or merger to the Board promptly upon the same becoming effective. The Board shall adjust the locations of any flow meters that may be affected by the consolidation or merger, and shall reflect any such adjustments in flow levels in the following year's annual budget. Adjustments in the population of a Participating Community or the WRA Flow or WRF Flow of a Participating Community as a result of the consolidation or merger shall be given effect under this Agreement from and after the date that the consolidation or merger becomes effective. The Reversionary Interest in the WRA System facilities serving the 54 consolidated or merged area shall be deemed to be held by the Participating Community that results from the consolidation or merger from and after the effective date of the same. ARTICLE XIX. DISCONTINUATION OF SANITARY DISTRICTS Section l. Discontinuation. It is recognized and agreed that the Code currently permits a sanitary district to convey its interest to a city within which part or all of its boundaries lie and discontinue itself, so long as the city agrees to assume the duties, responsibilities, obligations and functions of the sanitary district. The Participating Communities therefore agree that if a Participating Community that is a sanitary district is so terminated, the Board shall be deemed to have approved the conveyance if the city assuming the sanitary district's responsibilities is itself a Participating Community and if the city has accepted and assumed all responsibilities of the sanitary district as they pertain to the WRA. In such event, the Participating Community assuming and accepting such responsibilities shall be deemed to have acquired the population and service area flows of the former sanitary district without additional approvals or requirements. Section 2. Board Discretion. If in connection with the discontinuance of any sanitary district that is a Participating Community the duties, responsibilities, obligations and functions of the sanitary district are assumed by more than one city or other public agency, or are not fully assumed and accepted by another Participating Community to the satisfaction of the Board, the Board may determine, in its sole discretion, whether and to what extent the assumed interest shall entitle a particular city or other public agency to representation on the Board and status as a Participating Community under this Agreement. ARTICLE XX. AMENDMENTS Section 1. Amendments. This Agreement may be amended for any purpose upon approval by a 90% weighted vote, determined in accordance with Article III, Section 3 of this Agreement, of the representatives of the Participating Communities on the Board, taken at a Board meeting called for that purpose, and shall become effective upon execution of a written instrument incorporating such amendment(s) by the governing bodies of those Participating Communities whose representatives voted in favor of such amendment(s) and the filing thereof as provided by law. All amendments adopted pursuant to the provisions of this Article shall be binding upon all Participating Communities. ARTICLE XXI. BEST EFFORTS, INDEMNIFICATION, AND DISPUTE RESOLUTION Section 1. Disclaimer. The Participating Communities agree that the WRA facilities heretofore and hereafter designed and constructed for or by the WRA are special purpose structures. Neither the Board as successor to the Management Agency, nor the initial Operating Contractor hereunder and as successor to the Operating Agency, warrant or guarantee that WRA System facilities existing as of the date of this Agreement were appropriately designed or constructed, or that they will function efficiently or accomplish the purpose for which they were designed, nor does the Board or the initial Operating Contractor warrant or guarantee that the Improvements will be built within any time frame or that, once designed and constructed, they 55 will function efficiently or accomplish the purpose for which they were designed. The Board and the initial Operating Contractor 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 such special purpose facilities. Section 2. Best Efforts. Each Participating Community agrees to cooperate in good faith with the Board and the other Participating Communities, exercise diligence in performing its obligations hereunder and use its best efforts to carry out the provisions of this Agreement. Section 3. No Liability. No Participating Community shall be liable to any other Participating Community by reason of any failure to finance or construct any of the Improvements, or to provide any sanitary sewer services contemplated by the Improvements, or for any negligence or error of judgment on the part of the Board, except for any bad faith or willful disregard for the terms of this Agreement. Section 4. Indemnification. Each Participating Community agrees to indemnify the WRA, the Board and the other Participating Communities, including the initial Operating Contractor hereunder, and hold them harmless for any fine or penalty imposed on the WRA due to an identifiable violation of law, regulation, permit or standard which is attributable to action or inaction by the Participating Community. Section 5. Remedies. In addition to any other remedies available under applicable law, each Participating Community and the Board shall have the right to the remedy in equity of specific performance to enforce compliance with any provision of this Agreement. Section 6. Notices. All notices which the Participating Communities and the Board are authorized or required to give one another under this Agreement shall be in writing and may be personally delivered or sent by ordinary mail (i) in the case of the Board of the WRA, to Chair, WRA Board, c/o Des Moines Wastewater Reclamation Facility, 3000 Vandalia Road, Des Moines, Iowa 50317, and (ii) in the case of any Participating Community, to the presiding officer of the governing body of the Participating Community at the address then on file with the Secretary of the Board. Mailed notices shall be deemed to be received by the party to whom they are directed one business day after the date they are postmarked. Any Participating Community may designate another address or specific person to whom the notice should be directed upon written notice thereof to the Secretary of the Board. The WRA may designate another address to which notice should be directed by written notice to each Participating Community and Associate Community. Section 7. Dispute Resolution – Negotiation, Mediation and Arbitration. (a) Each of Participating Communities, the Associate Communities, and the WRA mutually agrees that it will negotiate in good faith with respect to any issues, claims or disputes among or between any of them arising out of this Agreement. (b) No Participating Community, Associate Community or the WRA shall commence any legal proceeding against any other party to this Agreement to resolve any issues, claims or 56 disputes arising out of this Agreement unless it has first conducted mediation of such issues, claims or disputes with a neutral mediator selected by the WRA 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. (c) Each Participating Community, each Associate Community, and the WRA mutually agree that issues, claims, and disputes arising among or between any of them with respect to any matter arising out of this Agreement may be submitted to binding arbitration by mutual agreement of all of the parties to the particular dispute. Any such arbitration shall be pursuant to a written agreement for arbitration of an existing dispute under Section 679A.1(1), Iowa Code, executed by all parties to the dispute. Any such arbitration shall be governed by the terms of such agreement for arbitration and by Chapter 679A, Iowa Code. The dispute resolution provisions in this Section 7 shall not apply to (i) proceedings of the Appeal Committee as established under Section 3 of Article V of this Agreement; (ii) Budget arbitration under Section 6 of Article IX of this Agreement; or (iii) arbitration of the calculation of Reversionary Interest under Exhibit 101 of this Agreement. ARTICLE XXII. WITHDRAWAL BY PARTICIPATING COMMUNITIES Section l. Restrictions on Withdrawal. It is recognized that under current law no Participating Community may withdraw or in any way terminate, amend or modify in any way its obligations under this Agreement to the detriment of the holders of the Bonds while any of the Bonds are outstanding and unpaid. If a Participating Community desires to withdraw or in any way terminate, amend or modify its obligations under this Agreement, therefore, it shall provide one year's written notice to the Board of the proposed withdrawal or modification, and the same shall not become effective unless and until approved by the Board. The Board, in its sole discretion, may require the Participating Community seeking withdrawal from this Agreement to pay over to the Board an amount determined by the Board to be necessary to fully fund (i) the future payment obligations of the Participating Community with respect to Debt Service on all Bonds that is to be allocated to the Participating Community under the provisions of Article IX, Section 3, of this Agreement; and (ii) any unpaid surcharges imposed under Articles XI or XII of this Agreement. If so approved by the Board, the Participating Community may withdraw from membership and participation in this Agreement, but shall, in all events, forfeit its Reversionary Interest in any and all of the WRA System facilities and shall be entitled to no compensation in respect of the interests being forfeited. Withdrawal by a Participating Community shall not constitute termination of this Agreement. ARTICLE XXIII. EFFECTIVE DATE, DURATION, DISPOSAL OF PROPERTY, AND REVERSIONARY INTEREST Section l. Effective Date. This Agreement shall become effective as of 12:00 AM on January 1, 2026, or the date on which a fully executed counterpart of this Agreement is filed with the Iowa Secretary of State, whichever last occurs (the “Effective Date”). 57 Section 2. Duration. This Agreement shall terminate and be of no further force or effect as of midnight on June 30, 2074, unless terminated earlier by the unanimous consent of all Participating Communities. This Agreement shall also terminate within a reasonable time, as determined by the Board, after the sale of all, or substantially all, of the assets of the WRA. Section 3. Disposal of Property upon Termination. Upon termination of the existence of the WRA under this Agreement, or any successor agreement, the assets of the WRA shall be first used to discharge and satisfy the outstanding liabilities of the WRA and all remaining assets shall be distributed to the Participating Communities that are party to this Agreement or any successor agreement at the time of termination in proportion to their Reversionary Interest determined as provided in Section 4 of this Article. Subject only to the discharge of outstanding Bonds and other liabilities the Participating Communities shall be deemed to hold and possess ownership interests in all WRA System facilities and assets equal to the Reversionary Interest determined as provided in Section 4 of this Article. A Reversionary Interest in physical assets and facilities owned by the WRA on the date of termination shall be distributed to each Participating Community as tenants in common with other Participating Communities possessing similar interests. Section 4. Extent of Reversionary Interest. (a) The extent of the Reversionary Interest of each of the Participating Communities that are party to this Agreement, or any successor agreement at the time of attachment of such Reversionary Interest, shall be governed by the substantive provisions of the Second Amended Agreement, as Amended, until June 30, 2038, except that no provision of the Second Amended Agreement, as Amended, requiring periodic computation of, any such Reversionary Interest shall govern over inconsistent provisions of this Agreement. (b) From July 1, 2038, and thereafter, the extent of the Reversionary Interest of each of the Participating Communities that are party to this Agreement, or any successor agreement at the time of attachment of the Reversionary Interest, shall be converted to, and deemed to be, an undivided percentage interest as initially computed by the Technical Committee, and approved by the Board, based on an average of the WRA Flow of the Participating Communities in proportion to the total of all WRA Flow of all Participating Communities in the respects and particulars as set forth in Exhibit 101 to this Agreement. Section 5. Attachment and Effect of Reversionary Interest. The Reversionary Interest in favor of the Participating Communities shall arise and attach only upon the effective date of termination of the existence of the WRA. No entity that is not a Participating Community on the date of attachment shall have any Reversionary Interest or other rights in the assets of WRA. Prior to attachment, the WRA may sell, dispose of, or transfer any WRA assets as directed by the Board free and clear of any Reversionary Interest without the consent of any current or former Participating Community, and no Participating Community shall have any rights to the proceeds thereof. No Participating Community shall have any special operating rights or privileges prior to attachment based on any past, existing or potential Reversionary Interest at any time. 58 Upon attachment, each Reversionary Interest shall be subject to an equitable interest in favor of each Participating Community that is party to this Agreement or any successor agreement on the date of termination of the existence of the WRA that entitles each such entity to con tinue to use and be served by the WRA System on a proportionate basis to the extent of their Reversionary Interest. 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 XXIV. TRANSITION MATTERS Section l. Prior Budget Actions. All prior actions of the Management Agency and the Operating Agency undertaken pursuant to the terms of the I.C.A. Agreement, and all prior actions of the WRA and the WRA Board under the Original Agreement and the Second Amended Agreement, as Amended, prior to the Effective Date with respect to the consideration and approval of each Annual Budget are hereby accepted and approved. Section 2. Approval of Amended and Restated Operating Contract. The Amended and Restated Operating Contract shall supersede and replace the “Initial Operating Contract” between the City of Des Moines and the WRA dated July 1, 2004, as of the Effective Date, and the Board shall thereafter be bound by said contract and assume responsibility for its administration. The City of Des Moines shall not by reason of its role as Operating Contractor be deemed disqualified from voting for approval of said contract by reason of conflict of interest. Section 3. Policies. All Policies previously approved by the Board and in effect on the Effective Date of this Agreement shall continue in force as approved Policies of the WRA until modified or rescinded by the Board. Section 4. Grimes Supplemental Participation Agreement. As of the Effective Date, the terms of participation of the City of Grimes as a Participating Community shall be as set forth in this Agreement, except that all unperformed obligations of the Parties under the Grimes Supplemental Participation Agreement shall continue to be in effect and shall be performed after the Effective Date according to their terms. Such unperformed obligations shall include, but not be limited to, the financial obligations of the City of Grimes to the WRA as set forth in Exhibit 99 to this Agreement. ARTICLE XXV. SEVERABILITY 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 which can be given effect without the provision determined to be invalid, and to that end the provisions of this Agreement are severable. ARTICLE XXVI. EXECUTION AND ADOPTION OF THIRD AMENDED AGREEMENT Section 1. Adoption of Third Amended Agreement. This Third Amended Agreement shall be deemed to constitute a supplement to, and amendment of, the Second Amended 59 Agreement, as Amended, that shall amend, restate and replace the Second Amended Agreement, as Amended, as of the Effective Date. Section 2 Conditions to Effectiveness. This Agreement shall become effective only upon execution by all Participating Communities, or the requisite Participating Communities as provided in Article XX of the Second Amended Agreement, as Amended, and filing with the Iowa Secretary of State as provided by law, at which time the terms of the Second Amended and Restated Agreement, as Amended, shall no longer be in effect, and shall be replaced by this Agreement, except as specifically stated to the contrary in Article XXIII, Section 4 of this Agreement. Section 3. Signature Pages. Each Participating Community and Associate Community approving this Agreement shall execute the separate signature page provided for it, and the parties hereto authorize the Board Clerk to assemble the signature pages and append same to a true copy of this Agreement and to file this Agreement, as so assembled, with the Secretary of State as required and allowed by law under Chapter 28E of the Code. [SIGNATURE PAGES AND EXHIBITS FOLLOW] 60 CITY OF ALTOONA, IOWA (SEAL) By: ________________________________ Mayor ATTEST: By: _________________________ City Clerk STATE OF IOWA ) ) SS COUNTY OF __________ ) On this _______day of _____________________________, 202_, before a Notary Public in and for the City, 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 Altoona, 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 61 CITY OF ANKENY, IOWA (SEAL) By: ________________________________ Mayor ATTEST: By: _________________________ City Clerk STATE OF IOWA ) ) SS COUNTY OF __________ ) On this _______day of _____________________________, 202__, before a Notary Public in and for the City, 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 62 CITY OF BONDURANT, IOWA (SEAL) By: ________________________________ Mayor ATTEST: By: _________________________ City Clerk STATE OF IOWA ) ) SS COUNTY OF __________ ) On this _______day of _____________________________, 202_, before a Notary Public in and for the City, 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 Bondurant, 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 63 CITY OF CLIVE, IOWA (SEAL) By: ________________________________ Mayor ATTEST: By: _________________________ City Clerk STATE OF IOWA ) ) SS COUNTY OF__________ ) On this _______day of _____________________________, 202_, before a Notary Public in and for the City, 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 Clive, 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 64 CITY OF CUMMING, IOWA (SEAL) By: ________________________________ Mayor ATTEST: By: _________________________ City Clerk STATE OF IOWA ) ) SS COUNTY OF __________ ) On this _______day of _____________________________, 202_, before a Notary Public in and for the City, 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 Cumming, 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 65 CITY OF DES MOINES, IOWA (SEAL) By: ________________________________ Mayor ATTEST: By: _________________________ City Clerk STATE OF IOWA ) ) SS COUNTY OF__________ ) On this _______day of _____________________________, 202_, before a Notary Public in and for the City, 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 Des Moines, 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 66 CITY OF GRIMES, IOWA (SEAL) By: ________________________________ Mayor ATTEST: By: _________________________ City Clerk STATE OF IOWA ) ) SS COUNTY OF__________ ) On this _______day of _____________________________, 202_, before a Notary Public in and for the City, 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 67 CITY OF JOHNSTON, IOWA (SEAL) By: ________________________________ Mayor ATTEST: By: _________________________ City Clerk STATE OF IOWA ) ) SS COUNTY OF__________ ) On this _______day of _____________________________, 202_, before a Notary Public in and for the City, 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 68 CITY OF NORWALK, IOWA (SEAL) By: ________________________________ Mayor ATTEST: By: _________________________ City Clerk STATE OF IOWA ) ) SS COUNTY OF__________ ) On this _______day of _____________________________, 202_, before a Notary Public in and for the City, 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 69 CITY OF PLEASANT HILL, IOWA (SEAL) By: ________________________________ Mayor ATTEST: By: _________________________ City Clerk STATE OF IOWA ) ) SS COUNTY OF__________ ) On this _______day of _____________________________, 202_, before a Notary Public in and for the City, 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 Pleasant Hill, 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 POLK CITY, IOWA (SEAL) By: ________________________________ Mayor ATTEST: By: _________________________ City Clerk STATE OF IOWA ) ) SS COUNTY OF __________ ) On this _______day of _____________________________, 202_, before a Notary Public in and for the City, 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 71 CITY OF WAUKEE, IOWA (SEAL) By: ________________________________ Mayor ATTEST: By: _________________________ City Clerk STATE OF IOWA ) ) SS COUNTY OF __________ ) On this _______day of _____________________________, 202_, before a Notary Public in and for the City, 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 72 CITY OF WEST DES MOINES, IOWA (SEAL) By: ________________________________ Mayor ATTEST: By: _________________________ City Clerk STATE OF IOWA ) ) SS COUNTY OF__________ ) On this _______day of _____________________________, 202_, before a Notary Public in and for the City, 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 West Des Moines, 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 POLK COUNTY, IOWA (SEAL) By: ________________________________ Chair, Board of Supervisors ATTEST: By: _________________________ County Auditor STATE OF IOWA ) ) SS COUNTY OF__________ ) On this _______day of _____________________________, 202_, before a Notary Public in and for said State, personally appeared __________________________ and __________________________, to me personally known, who being duly sworn, did say that they are the Chair of the Board of Supervisors and County Auditor, respectively of Polk County, Iowa, a political subdivision, 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 County, and that said instrument was signed and sealed on behalf of said County by authority and resolution of its Board of Supervisors and said Chair of the Board of Supervisors and County Auditor acknowledged said instrument to be the free act and deed of said County by it voluntarily executed. _____________________________________ Notary Public in and for the State of Iowa 74 WARREN COUNTY, IOWA (SEAL) By: ________________________________ Chair, Board of Supervisors ATTEST: By: _________________________ County Auditor STATE OF IOWA ) ) SS COUNTY OF__________ ) On this _______day of _____________________________, 202_, before a Notary Public in and for said State, personally appeared __________________________ and __________________________, to me personally known, who being duly sworn, did say that they are the Chair of the Board of Supervisors and County Auditor, respectively of Warren County, Iowa, a political subdivision, 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 County, and that said instrument was signed and sealed on behalf of said County by authority and resolution of its Board of Supervisors and said Chair of the Board of Supervisors and County Auditor acknowledged said instrument to be the free act and deed of said County by it voluntarily executed. _____________________________________ Notary Public in and for the State of Iowa 75 GREENFIELD PLAZA/HILLS OF COVENTRY SANITARY DISTRICT (SEAL) By: ________________________________ President of the Board of Trustees ATTEST: By: _________________________ Clerk of the Board of Trustees STATE OF IOWA ) ) SS COUNTY OF__________ ) On this _______day of _____________________________, 202_, before a Notary Public in and for said State, personally appeared __________________________ and __________________________, to me personally known, who being duly sworn, did say that they are the President of the Board of Trustees and Clerk, respectively, of the Greenfield Plaza/Hills of Coventry Sanitary District, State of Iowa, a political subdivision, 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 of Trustees and said President of the Board of Trustees and Clerk 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 76 URBANDALE SANITARY SEWER DISTRICT (SEAL) By: ________________________________ President of the Board of Trustees ATTEST: By: _________________________ Clerk of the Board of Trustees STATE OF IOWA ) ) SS COUNTY OF__________ ) On this _______day of _____________________________, 202_, before a Notary Public in and for said State, personally appeared __________________________ and __________________________, to me personally known, who being duly sworn, did say that they are the President of the Board of Trustees and Clerk, respectively, of the Urbandale Sanitary Sewer District, State of Iowa, a political subdivision, 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 of Trustees and said President of the Board of Trustees and Clerk 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 77 URBANDALE-WINDSOR HEIGHTS SANITARY DISTRICT (SEAL) By: ________________________________ President of the Board of Trustees ATTEST: By: _________________________ Clerk of the Board of Trustees STATE OF IOWA ) ) SS COUNTY OF__________ ) On this _______day of _____________________________, 202_, before a Notary Public in and for said State, personally appeared __________________________ and __________________________, to me personally known, who being duly sworn, did say that they are the President of the Board of Trustees and Clerk, respectively, of the Urbandale- Windsor Heights Sanitary District, State of Iowa, a political subdivision, 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 of Trustees and said President of the Board of Trustees and Clerk 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 The file for Exhibits 1 through 97 is a large file and can be viewed at the following link: https://www.dmmwra.org/DocumentCenter/View/1187/FINAL-Project-Exhibits-1---97-RFS Some of the exhibits reference the Second Amended and Restated Agreement for the WRA and that document can be viewed at the following link: https://www.dmmwra.org/DocumentCenter/View/237/Second-Amended-and-Restated- Agreement-for-the-Wastewater-Reclamation-Facility-PDF EXHIBIT 98 ASSESSMENT ALLOCATION PROCESS FOR SPECIAL IMPROVEMENTS The methodology and process applicable to the allocation of project costs and any corresponding Debt Service for Special Improvements as used in this Exhibit 98 (“Special Improvement Cost”) under Article IX, Section 3(g), of this Agreement shall be as set forth in this Exhibit 98. 1. To the extent an Improvement constructed by the WRA is a Special Improvement, including any Hybrid Improvement, because it provides Special Benefit, as defined in this Agreement, to four or fewer Participating Communities, and the special character of such Improvement requires an allocation of costs, burdens, and benefits among some or all Participating Communities in a manner different than those specified in this Agreement for Core Improvements or Conveyance Expansion Improvements, the WRA staff shall present information justifying such treatment to the Technical Committee after completion of an initial preliminary design and as a part of the process leading to the award of final design and construction contracts for such Special Improvement. The information provided to the Technical Committee shall include the information, data, and analysis relevant to the criteria set forth in Article IX, Section 3(g), of this Agreement for allocation of annual assessments, and in the case of a Hybrid Improvement, information respecting the Core Improvement aspect thereof, including without limitation pertinent information from the WRA Long Range Plan and the WRA Conveyance Facility Plan. 2. The WRA Staff shall also present estimates of cost and proposed allocations of Special Improvement Cost for the Special Improvement based on design flows, anticipated Special Benefits, any Hybrid Improvement Aspect, and other specific criteria deemed appropriate for the specific Special Improvement. 3. Based on the information provided and the analysis of the Technical Committee, the Technical Committee shall make an initial determination if the Special Improvement is a Hybrid Improvement, and if so, make an initial determination of percentage of the Hybrid Improvement to a be allocated as a Core Improvement and of the remaining percentage to be allocated under the criteria governing Special Improvements, generally. 4. Based on the information provided and the analysis of the Technical Committee, the Technical Committee shall make a determination of the number of Participating Communities obtaining Special Benefit. 5. Based on the information provided and the analysis of the Technical Committee, the Technical Committee shall establish an initial proposed allocation of Special Improvement Cost for any Special Improvement that is not a Hybrid Improvement, as follows: (a) If only one Participating Community has any Special Benefit, then all Special Improvement Cost shall be allocated to such Participating Community. (b) If two Participating Communities have any Special Benefit, then all Special Improvement Cost shall be allocated between such Participating Communities as provided in the allocation methodology set forth in Paragraph 7. (c) If three Participating Communities have any Special Benefit, then seventy-five percent (75%) of Special Improvement Cost shall be allocated among such Participating Communities as provided in the allocation methodology set forth in Paragraph 7, and twenty five percent (25%) shall be allocated among all Participating Communities in the same manner as Special Improvement Cost is allocated among all Participating Communities for Core Improvements. (d) If four Participating Communities have any Special Benefit, then fifty percent (50%) of Special Improvement Cost shall be allocated among such Participating Communities as provided in the allocation methodology set forth in Paragraph 7, and fifty percent (50%) shall be allocated among all Participating Communities in the same manner as Special Improvement Cost is allocated among all Participating Communities for Core Improvements. (e) If five or more Participating Communities have any Special Benefit, the Improvement shall be funded as a Core Improvement. 6. Based on the information provided and the analysis of the Technical Committee, the Technical Committee shall establish an initial proposed allocation for any Special Improvement that is a Hybrid Improvement, as follows: (a) The percentage of the Hybrid Improvement that is a Core Improvement shall be allocated as a Core Improvement. (b) The percentage of the Hybrid Improvement that is a Special Improvement shall be allocated between or among the Participating Communities having Special Benefit as provided in the allocation methodology set forth in Paragraph 7. 7. The allocation between or among the Participating Communities with Special Benefit shall be initially determined by the Technical Committee as a percentage assigned to each such Participating Community by application of the criteria set forth in Article IX, Section 3(g), of this Agreement to the relative design flows and other project details to arrive at a proposed initial allocation of Special Improvement Cost among the Participating Communities with Special Benefit. 8. The Technical Committee shall apply the above paragraphs as applicable to arrive at a proposed initial full allocation of Special Improvement Cost for the Special Improvement. 9. The proposed allocation shall be considered by the Board for action prior to any action by the Board to proceed with any contract for construction of the Special Improvement. Upon such consideration the Board may in its sole discretion: (i) adopt the proposed allocation as presented; (ii) adopt a modified allocation that it deems more consistent with the provisions of this Agreement, including this Exhibit; or (iii) return the matter to Technical Committee for further consideration. 10. The adoption of a proposed initial allocation by the Board shall be deemed an action with respect to a budget that is subject to arbitration under Article IX, Section 6 of this Agreement, within ten days of the adoption by the Board of such proposed initial allocation. 11. If and to the extent the Special Improvement has a Core-funded allocation component, the portion of the Core-funded component will be reallocated as a part of the annual budget process under Article IX to apply actual WRA Flows. EXHIBIT 99 SCHEDULE OF SURCHARGE PAYMENTS CITY OF GRIMES, IOWA The principal and interest amounts of capital contributions to be made in fiscal year 2026 and thereafter as surcharge payments by the City of Grimes in accordance with the Grimes Supplemental Participation Agreement shall be in accordance with the following table: GRIMES CAPITAL CONTRIBUTION SURCHARGE PAYMENTS Fiscal Year Annual Principal Amount Annual Interest Amount Total Annual Amount 2026 $ 250,000 $ 513,060 $ 763,060 2027 $ 300,000 $ 505,560 $ 805,560 2028 $ 350,000 $ 496,560 $ 846,560 2029 $ 400,000 $ 486,060 $ 886,060 2030 $ 446,000 $ 474,060 $ 920,060 2031 $ 476,000 $ 460,680 $ 936,680 2032 $ 516,000 $ 446,400 $ 962,400 2033 $ 535,000 $ 430,920 $ 965,920 2034 $ 551,000 $ 414,870 $ 965,870 2035 $ 567,000 $ 398,340 $ 965,340 2036 $ 584,000 $ 381,330 $ 965,330 2037 $ 602,000 $ 363,810 $ 965,810 2038 $ 620,000 $ 345,750 $ 965,750 2039 $ 638,000 $ 327,150 $ 965,150 2040 $ 657,000 $ 308,010 $ 965,010 2041 $ 677,000 $ 288,300 $ 965,300 2042 $ 697,000 $ 267,990 $ 964,990 2043 $ 718,000 $ 247,080 $ 965,080 2044 $ 740,000 $ 225,540 $ 965,540 2045 $ 762,000 $ 203,340 $ 965,340 2046 $ 785,000 $ 180,480 $ 965,480 2047 $ 809,000 $ 156,930 $ 965,930 2048 $ 833,000 $ 132,660 $ 965,660 2049 $ 858,000 $ 107,670 $ 965,670 2050 $ 884,000 $ 81,930 $ 965,930 2051 $ 910,000 $ 55,410 $ 965,410 2052 $ 937,000 $ 28,110 $ 965,110 Until June 30, 2038 the Reversionary Interest that accrues to the City of Grimes by reason of surcharge payments shall be as provided in the Grimes Supplemental Participation Agreement. Thereafter the provisions of this Agreement as applicable to all Participating Communities shall apply. Any prepayment that an annual principal amount that is made before it is due will not incur the interest of 3.00% currently scheduled to be paid in this Exhibit after the date of payment. EXHIBIT 100 BOND OFFERING SCHEDULE Year of Bond Issue (or Series) Project Exhibit No. Anticipated Bond Amounts Financing 2022A WRA Birdland Pump Station 14 $ 22,360,000 Core 2022D & 2024D WRA Ingersoll Run Outlet 21 $ 35,240,000 Core 2023A WRF Clarifier Improvements - Phase 2 26 $ 30,500,000 Core 2024C WRA Site Acquisition, Clearing, and Securing 54 $ 10,000,000 Core 2024E WRA Sewer Lining - Phase 3 55 $ 16,000,000 Core 2025B WRA Southern Tier Interceptor, Phase 10, Segment 23 15 $ 25,100,000 Core 2027 WRF Building 73 Improvements 65 $ 7,800,000 Core 2028 WRF Effluent Pumping 25 $ 30,000,000 Core 2028 WRA Joint Trunk Sewer Improvements 42 $ 56,290,000 Expansion 2028 WRF Phosphorus Recovery Improvements 56 $ 50,000,000 Core 2028 WRF Aeration Basin Improvements 60 $ 42,500,000 Core 2029 WRA Sewer Lining - Phase 4 59 $ 20,000,000 Core 2029 WRA Personnel Facilities 62 $ 42,500,000 Core 2029 WRF Buildings 50, 51, and 52 Improvements 66 $ 15,000,000 Core 2029 WRF Southwest Diversion Pump Station Odor Control 68 $ 4,000,000 Core 2029 WRF Trickling Filter Demolition – Phase 3 69 $ 6,000,000 Core 2029 WRA Southwest Diversion Equalization Basin Odor Control 70 $ 8,000,000 Core 2029 WRA Pleasant Hill Pump Station Improvements 93 $ 5,000,000 Special 2030 WRA Common Trunk Improvements 41 $ 22,250,000 Expansion 2030 WRF Biogas Flare System Improvements 58 $ 5,500,000 Core 2030 WRA Southwest Diversion Pump Station Modifications 74 $ 1,500,000 Core 2030 WRA Southwest Diversion Equalization Basin Modifications 75 $ 1,500,000 Core 2030 WRA Beaver Creek Interceptor Improvements 94 $ 13,510,000 Special 2031 WRA Sewer Lining - Phase 5 61 $ 7,000,000 Core 2031 WRA Southside Des Moines River Interceptor, Phase 4 72 $ 25,500,000 Core 2031 WRF Raw Water Pump Station and Preliminary Treatment 73 $ 107,150,000 Core 2031 WRA West Des Moines Outfall, Segments 1 and 2 Improvements 95 $ 6,740,000 Special 2032 WRA Westside Interceptor 31 $ 17,500,000 Special 2032 WRA Westside Pump Station Modifications 76 $ 5,000,000 Core 2032 WRA Southern Tier Pump Station Modifications 77 $ 30,000,000 Core 2032 WRF Primary Treatment Facilities 78 $ 72,000,000 Core 2033 WRA Sewer Lining - Phase 6 63 $ 6,000,000 Core 2033 WRF Influent Sewers Relocation 79 $ 17,680,000 Core 2034 WRF Disinfection Improvements 57 $ 50,810,000 Core 2035 WRA Little Fourmile Interceptor, Phase 15, Segment 1 28 $ 12,100,000 Core 2035 WRA Sewer Lining - Phase 7 64 $ 6,000,000 Core 2036 WRF Final Clarifier Expansion – Phase 1 67 $ 40,100,000 Core 2036 WRF Digester and Dewatering Improvements 80 $ 48,000,000 Core EXHIBIT 100 BOND OFFERING SCHEDULE Year of Bond Issue (or Series) Project Exhibit No. Anticipated Bond Amounts Financing 2036 WRA Pleasant Hill Force Main Improvements 96 $ 4,500,000 Special 2037 WRA Sewer Lining – Phase 8 71 $ 6,000,000 Core 2037 WRF Hauled Waste Facilities 81 $ 9,630,000 Core 2038 WRF Building 05 and Primary Treatment Demolition for Future Facilities 82 $ 8,020,000 Core 2038 WRA Saylor Creek Interceptor – North Branch 97 $ 8,600,000 Special 2039 WRF Second Outfall and Disinfection Facilities 83 $ 57,760,000 Core 2040 WRA Southern Tier Interceptor, Western Phase 43 $ 11,500,000 Expansion 2041 WRF Primary Treatment Expansion 84 $ 18,410,000 Core 2041 WRF Preliminary Treatment Expansion 85 $ 24,820,000 Core 2041 WRF Gas Conditioning Improvements 86 $ 30,390,000 Core 2041 WRF Effluent Pumping Station No. 2 87 $ 36,100,000 Core 2043 WRF Final Clarifier Expansion Phase 2 88 $ 40,120,000 Core 2044 WRF Biosolids Storage Expansion 89 $ 16,050,000 Core 2044 WRF Waste Sludge Thickening and Blended Sludge Facilities 90 $ 26,110,000 Core 2044 WRF Aeration Basin Expansion 91 $ 81,830,000 Core 2046 WRF Digestion Facilities 92 $ 37,370,000 Core EXHIBIT 101 WRA FLOW-WEIGHTED REVERSIONARY INTEREST CALCULATION METHODOLOGY & PROCESS The methodology and process applicable to the calculation of the Reversionary Interest of each Participating Community under Article XXIII Section 4 of this Agreement shall be as set forth in this Exhibit 101. This Exhibit 101 and its defined terms shall not apply to any other calculation of, or utilization of, WRA Flow for any other purposes under this Agreement. 1. As used herein the “Date of Attachment” means the date on which the Reversionary Interest of the Participating Communities attach as provided under Article XXIII Section 5 of this Agreement. 2. The WRA Flow of each Participating Community eligible to have a Reversionary Interest will be determined for each of the most recent 10 full WRA Flow Computation Years preceding the Date of Attachment in the same manner used to determine WRA Flows for other purposes under this Agreement. 3. Except as provided in paragraph 4 herein, the total WRA Flow for each Participating Community during the 10-year period will be computed by the Technical Committee as the sum of each year ’s WRA Flow and such total will be divided by 10 to compute an “Average Annual WRA Flow for Reversion” for each Participating Community. 4. In the case of a newly admitted Participating Community with less than 10 full years of WRA Flow history as of the Date of Attachment, the Average Annual WRA Flow for Reversion shall be computed by the Technical Committee based on all available data, with such adjustments for abnormal flow years as may be appropriate to make such computation as comparable as possible to the average computed for all other Participating Communities. 5. The Average Annual WRA Flow for Reversion for each Participating Community as determined under paragraph 3 or paragraph 4 as applicable, will be added by the Technical Committee to determine a “Total Average Annual WRA Flow for Reversion”. 6. Subject to any adjustment required under paragraph 7, the Reversionary Interest of each Participating Community shall be a percentage interest computed by dividing its Average Annual WRA Flow for Reversion, computed under paragraph 3 or 4 as applicable, by the Total Average WRA Flow for Reversion computed under paragraph 5. Each such percentage shall be computed to a precision of one thousandth of one percent. 7. In the case of any newly admitted Participating Community having any unpaid obligation as of the Date of Attachment for any capital contribution to the WRA assumed by such Participating Community under the terms of its admission as a Participating Community, (“Capital Contribution”), and unless the Participating Community pre-pays such Capital Contribution obligation in full before the computation of the Reversionary Interest of such Participating Community by the Technical Committee is completed, the percentage Reversionary Interest of such Participating Community will be reduced by a fraction the numerator of which is the unpaid principal balance of the Capital Contribution and the denominator of which is the full original required Capital Contribution with such percentage, computed to a precision of one thousandth of one percent. The reduced Reversionary Interest of each Participating Community subject to this paragraph shall in turn be reallocated by the Technical Committee among the Participating Communities that are not reduced under this paragraph on a pro rata basis based on the percentages computed under paragraph 6 before any adjustment under this paragraph 7, computed to a precision of one thousandth of one percent. 8. If the sum of the percentages, as initially calculated under paragraph 6, as adjusted under paragraph 7 if applicable, is greater than 100.000%, then 0.001% shall be subtracted from the allocation of the Participating Community with the largest allocation, and then from the next largest, and so on, until an exact 100.000% allocation is achieved. If the sum of the percentages, as initially calculated, is less than 100.000%, then 0.001% shall be added to the allocation of the Participating Community with the largest allocation, and then to the next largest, and so on, until an exact 100.000% allocation is achieved. For example, if the initially calculated total is 99.998% then 0.001% would be added to the two largest allocations or if the initially calculated total is 100.003% then 0.001% would be subtracted from the three (3) largest allocations. 9. The intent of Sections 6, 7, and 8 is to allocate a full 100.000% of Reversionary Interest among the Participating Communities. 10. Upon the completion by the Technical Committee of its computation of Reversionary Interest in accordance with the foregoing, the WRA Director shall give written notice thereof within ten (10) days of the completed calculation to each Participating Community and to each member of the Board, and appointed alternate. 11. The computation of Reversionary Interest by the Technical Committee will be considered for action by the Board at a meeting occurring not less than thirty (30) days after notice under paragraph 10 has been given. At such meeting the Board may, in its sole discretion: (i) adopt the proposed computation as presented: (ii) adopt a modified computation it deems more consistent with the above provisions; or (iii) return the matter to Technical Committee for further consideration. The WRA Director shall give written notice of the action of the Board adopting a computation of Reversionary Interest within ten (10) days thereof. 12. The adoption of a calculation of Reversionary Interest shall be binding on all Parties unless a specific issue or dispute is submitted by any aggrieved Participating Community to the Board at its next meeting occurring at least thirty (30) days after the notice of the Board’s action has been given under paragraph 11, and the Board in its sole discretion adjusts the computation. Any dispute as to the Board’s decision under this paragraph 12 shall be subject to arbitration under paragraph 13 hereof. 13. Any Participating Community may request arbitration of any dispute concerning the calculation of Reversionary Interest as adopted by the Board, so long as such request is filed with the Board within thirty (30) days following the date of adoption by the Board. Such request shall also be sent by registered or certified mail to the American Arbitration Association, Chicago, Illinois ("AAA") and to each of the Participating Communities to whom a Reversionary Interest has been allocated. The dispute specified in the request for arbitration shall then proceed to arbitration under the rules of the AAA and the decision of the arbitrator shall be final and binding upon all parties. In each instance, the Participating Community objecting to the calculation shall have the burden of establishing that the challenged calculation was not in accordance with this Agreement. The Participating Community requesting arbitration shall bear all the costs thereof unless the arbitrator determines that the Reversionary Interest was not correctly calculated. In such case, the cost shall be deemed a WRA administration expense and allocated to all Participating Communities on the same basis as other administrative expenses. The WRA is a clear example of success through regional cooperation and industry-leading wastewater management strategies: $515M in capital projects completed or underway Improved environmental compliance: No major Iowa DNR permit violations All EPA-mandated sewer separation projects completed Adequate sewer capacity maintained Renewable energy initiative: Gas capture system generates and sells energy, nearly repaying an $18M SRF loan after just five years in operation Phosphorus removal project in design for compliance and new revenue Efficient operations: Net operating costs with revenue offsets increased by 3.3% annually Achievements and Progress Important Update for WRA Member Communities About the WRA See reverse side for upcoming changes to WRA governance. Regional wastewater collaboration in the Des Moines Metro began in the 1920s, expanded through the 1960s, and was formalized with the Iowa DNR’s 1974 regional planning mandate. This led to the establishment of the Des Moines Integrated Community Area (ICA) in 1979, which would later become the Wastewater Reclamation Authority (WRA). Today, the WRA treats wastewater for 18 member communities. Projects are funded through plant-generated revenue and state revolving fund (SRF) debt, not property taxes. www.DMMWRA.org Third Amended andRestated Agreement Past Agreements Agreement Review Process (2021-2025) Third Amended Agreement (2025) Key Changes Capital Projects & Debt Limit Governance & Representation Strengthens WRA Director Role Financial & Operational Adjustments Planning, Coordination and Reversion Membership Categories Incorporates long-range capital plan (through 2040s) totaling $1.21B in estimated costs: Treatment Facility: 27 new projects – $913M Conveyance System: 19 new projects - $200M Special Funded Projects: 5 projects – $38M Debt limit raised from $675M to $975M outstanding (current debt $469M as of June 2025). Endorsed by the WRA Finance Committee Board membership: Currently: One member per 25,000 residents (32 max.) Proposed: One member per 65,000 residents (3 max.); maintains more balanced governance structure Weighted voting: Shifts from population-based to flow-based on most items Some routine/ministerial items excluded Finance Committee: Becomes a standing committee; each member appoints a committee representative, and an alternate Creates “Associate Community” category for entities not operating sanitary systems (e.g., Warren County) Associate members have Ex-Officio voting without financial contribution. Allows broader participation without fiscal obligations Clarifies and strengthens the independence of the WRA Director from the City of Des Moines (Operating Contractor) Establishes a conflict resolution process and authorizes a Deputy Director position to support impartial administration Updates language to match current practices Defines Core, Expansion, and Special Project categories Cost-sharing for “Special Projects” based on number of communities benefited (25% for 3, 50% for 4, 100% for 5+) Broader statements of mission, powers, and policy for flexibility Enhances long-range planning beyond facilities (e.g., coordination with community infrastructure improvements) Clarifies cost allocation and operational procedures Revises reversion system (asset return upon withdrawal) toward a flow-weighted model First Agreement (2004): Capped issued debt at $475M Debt service was issued to members according to flow and project category (Core, Expansion, Southwest Diversion) Second Amended Agreement (2014): Raised debt limit to $675M outstanding Updated Capital Projects and financing structures Added minor administrative and governance refinements Operating Contract: Completed with City of Des Moines in 2004, was originally set to expire on June 30, 2024 Currently extended to 2026, with a new Operating Contract (with 2038 expiration) expected to be approved by the WRA Board in December 2025 The WRA Organizational Assessment Committee (2021) included representatives from multiple member communities, with legal, financial, and municipal advisors assisting. The committee reviewed the Second Agreement and Operating Contract, preparing the Third Amended and Restated Agreement and recommending governance and operational updates. The new Operating Contract (through 2038) will be contingent upon approval of the Third Agreement.