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HomeMy WebLinkAbout2026-06-15 I01G_01 CIWW 28E-28F Agreement Amendment 1AGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: June 15, 2026 AGENDA ITEM:Consideration of approval of a resolution approving Amendment No. 1 to Central Iowa Water Works 28E/28F Agreement FORMAT:Resolution SYNOPSIS INCLUDING PRO & CON: On May 27, 2026, the Central Iowa Water Works Board of Trustees approved proposed amendments to the 28E/28F for member communities which was originally approved in 2024. Per the terms of the 28E/28F, these amendments must be approved by each member agency before they can take effect. The proposed amendments revise four articles within the agreement with the intent to streamline meeting notices and weighted-voting procedures, recognize the CIWW Treasurer officer position, establish two-year terms for committee chairs, revise the composition of the Finance and Audit Committee and add a new section governing the allocation of CIWW tax-exempt bonds among Member Agencies for federal bank-qualified designation purposes. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: RECOMMENDATION: Approve the resolution ATTACHMENTS: I. Proposed Resolution II.Member Agency Ballot III. 28E Agreement Summary IV. Redlined 28E Agreement PREPARED BY:Brad Deets, City Administrator REVIEWED BY: PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: DATE OF PUBLICATION: I1G1 THE CITY OF WAUKEE, IOWA RESOLUTION 2026- APPROVING AMENDMENT NO. 1 TO CENTRAL IOWA WATER WORKS 28E/28F AGREEMENT IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal Organization; AND, WHEREAS, the City of Waukee is a founding member of Central Iowa Water Works (CIWW) and entered into a joint 28E/28F Agreement (“Agreement”) as filed April 11, 2024 with the Iowa Secretary of State as Filing Number M516883; AND, WHEREAS, on May 27, 2026, the Board of Trustees of Central Iowa Water Works (CIWW) unanimously approved proposed amendments to the Agreement; AND, WHEREAS, pursuant to Article XI, Section 3 of the Agreement the amendments must be submitted to each Member Agency for approval by written ballot before they can take effect; AND, NOW THEREFORE BE IT RESOLVED by the City of Waukee City Council in session this 15th day of June 2026, that it hereby approves Amendment 1 to the 28E/28F Agreement for Central Iowa Water Works and provides the authority to the Mayor to sign the Member Agency Ballot in the affirmative on behalf of the City of Waukee. ____________________________ Courtney Clarke, Mayor Attest: ___________________________________ Rebecca D. Schuett, City Clerk RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN Kala Anderson Chris Crone Rob Grove Lori Lyon Anna Bergman Pierce CENTRAL IOWA WATER WORKS MEMBER AGENCY BALLOT Proposed Amendments to the Central Iowa Water Works 28E/28F Agreement BALLOT FOR: City of Waukee (the “Member Agency”) Pursuant to Article XI, Section 3 of the Central Iowa Water Works 28E/28F Agreement filed April 11, 2024 with the Iowa Secretary of State as Filing Number M516883 (the “Agreement”), the governing body of the Member Agency has considered the proposed amendments to the Agreement as approved by the CIWW Board of Trustees on May 27, 2026. ACTION OF MEMBER AGENCY ☐APPROVED. The governing body of the Member Agency approved the proposed amendments to the Agreement, attached to this ballot, on ___________________, 2026 by Resolution Number _______________________. ☐NOT APPROVED. As of the date of certification below, the governing body of the Member Agency has not approved the proposed amendments to the Agreement. CERTIFICATION I, the undersigned, certify on _________________, 2026, that I am a duly authorized representative of the Member Agency, that this Ballot accurately reflects the action (or inaction) indicated above and, if the governing body of the Member Agency approved the Agreement amendments, such action was duly taken at a meeting held in accordance with applicable law. ________________________________ Signature of Authorized Representative ________________________________ Printed Name ________________________________ Title RETURN THIS BALLOT BY THURSDAY, JULY 9, 2026, TO: INFO@CIWW.GOV Explanation of Proposed Amendments to CIWW 28E/28F Agreement The proposed amendments to the Central Iowa Water Works 28E/28F Agreement (the “Agreement”) revise four articles: Article VIII (Governing Board), Article IX (Officers of Board), Article X (Committees of Board), and Article XVII (CIWW Project Financing; Issuance of Bonds and Refunding Bonds). Collectively, the amendments streamline meeting notice and weighted-voting procedures, recognize the CIWW Treasurer officer position, establish two-year terms for committee chairs, revise the composition of the Finance & Audit Committee, and add a new section governing the allocation of CIWW tax-exempt bonds among Member Agencies for federal bank-qualified designation purposes. Article VIII Governing Board. Three subsections of Article VIII are amended. First, Section 11(c), governing weighted voting, is revised to delete the requirement that matters eligible for a weighted vote be placed on the Board agenda with at least five days’ advance written notice to all Trustees before the meeting at which action is taken. Second, the final sentence of Section 11(d) is deleted, which required that the agenda for any meeting where action would be taken on a weighted-vote item include a statement relating to the weighted-vote requirement. Third, Section 12(b), governing special meetings of the Board, is revised to delete the provision that notice of special meetings be given not less than five nor more than twenty days prior to the meeting date, and to replace it with a statement that all notices will comply with the open meeting law requirements of Iowa Code Section 21.4. Article IX Officers of Board. Article IX is amended to recognize the CIWW Treasurer role, a position that is not included in the current Agreement. Section 1 (Number and Term) is revised to authorize the Board to designate a Treasurer. A new Section 7 (Treasurer) is added, indicating that the Treasurer duties and term length are to be determined by the Board, and that the Treasurer need not be a Trustee or representative of a CIWW Member Agency. Article X Committees of Board. Article X is amended in several ways. Section 1(d) (Executive Committee) is revised to delete the requirement that Member Agencies be provided at least two days’ advance notice of, and an agenda for, all meetings of the Executive Committee. Sections 2(c), 3(b), and 5(c) are revised to provide that committee chairs are elected for two-year terms for the Long Range Planning and Capital Improvements Committee, Finance and Audit Committee, and Technical Committee. Section 3(b) is also revised to add the Treasurer as a non- voting member of the committee, and allows the committee add other non-voting members. Article XVII CIWW Project Financing; Issuance of Bonds and Refunding Bonds. A new Section 8 (Allocation of CIWW Tax-Exempt Bonds) is added to Article XVII. This section establishes the methodology by which CIWW tax-exempt bond issuances are allocated among Member Agencies for purposes of each Member Agency’s eligibility to designate its own tax- exempt obligations as “bank qualified” under the applicable federal regulations. PROPOSED AMENDMENTS TO CENTRAL IOWA WATER WORKS 28E/28F AGREEMENT Amend Article VIII, Section 11(c) (Weighted Voting by Board) as follows: (c) No action on any matter listed in Subsection (b) of this Section that is eligible for a request for weighted vote shall be considered by the Board at any meeting unless the matter is placed on the Agenda of the Board prior to the meeting and written notice of such agenda item is given at least five (5) days before the meeting to all Trustees. A request for a weighted vote must be made by the requisite number of Trustees at any time before the vote on the matter that is the subject of such request. Upon any timely request, any Board action on such matter shall be suspended, and the Board will hold a weighted vote on the matter subject to such request at its next meeting. Notwithstanding the foregoing, action on any Emergency Member Agency Assessments may be taken immediately at the meeting when proposed provided any required notice thereof is given in writing to each Member Agency. Amend Article VIII, Section 11(d) (Weighted Voting by Board) as follows: (d) For purposes of weighted voting, the full voting power of the Board shall be proportionately allocated and assigned among the Trustees representing the Member Agencies, excluding any Additional Trustees, on the basis of the average of the Annual Demand as set forth in Schedule I- 2, but excluding demand attributable to wholesale customers that continue to be served by DMWW under the Purchased Capacity Master Agreement, as updated for the immediately preceding five (5) full calendar years preceding the date of the vote. The allocation shall be recomputed when New Member Agencies are admitted, and shall be recomputed each year based upon the total Annual Demand of each Member Agency for the five (5) full calendar years preceding the vote. Votes representing a majority of the “weighted vote allocation” hereunder plus the votes of Trustees representing at least three (3) Member Agencies shall be required to approve Board actions subject to weighted voting under Subsection (b) of this Section. The agenda for any meeting where action will be taken to approve item(s) subject to weighted vote shall include a statement relating to the weighted vote requirement for each such item. Amend Article VIII, Section 12(b) (Meetings of Board) as follows: (b) Special meetings of the Board, for any purpose or purposes consistent with this Agreement may be called by the Chair and shall be called by the Chair at the request of any two Member Agencies, consistent with the requirements of Section 21.4, Iowa Code. The requirements of subsection (a) of this Section shall apply except that the notice of any special meeting shall be given not less than five (5) nor more than twenty (20) days prior to the date of the special meeting. Amend Article IX, Section 1 (Number and Term) as follows: The officers of the Board shall be the Chair, the Vice-Chair and the Secretary, each of whom shall be elected from among the members of the Board by vote of the Board at an Annual Meeting of the Board to serve for the following two calendar years. The Board may, at its option, designate a Third Party Financial Advisor as Treasurer, according to the terms of Section 7, Article IX. Each of the officers, except for the Treasurer, shall be a representative of a different Member Agency. Officers, except for the Treasurer, shall be elected for a two-year term, with a possible second term available. Except for the Treasurer, iIn no event shall a person hold one specific officer position for more than two (2) consecutive terms. Provided, however, that an officer chosen to fill a vacancy shall be entitled to serve two (2) full consecutive terms after completion of the term filling the vacancy. Amend Article IX, Section 5 (Election) as follows: The Trustees serving on the Board shall elect the Board Officers. The Nominating Committee shall select and offer nominations for each office at the Board’s Annual Meeting. Nominations for the officer positions shall also be accepted from the Trustees present at that Annual Meeting. All nominees, including those offered by the Nominating Committee, must receive a second for the nomination to be considered a candidate and voted on for said office. The requirements of this Section do not apply to the Treasurer. Amend Article IX, Section 6 (Vacancy) as follows: Each officer shall hold office until his or her successor has been elected. A vacancy in the office of Chair, Vice-Chair, or Secretary shall be filled by the Board for the unexpired portion of the term. The requirements of this Section do not apply to the Treasurer. Add new Article IX, Section 7 (Treasurer) as follows: Section 7. Treasurer. A Third Party Financial Advisor may, at the discretion of the Board, be designated as Treasurer, with duties and term length determined by the Board. The Treasurer need not be a Trustee or representative of a Member Agency. Amend Article X, Section 1(d) (Executive Committee) as follows: (d) The Executive Committee shall meet at the call of the Board Chair or at the request of the Executive Director to fulfill its purposes as set forth herein and such other duties as may be assigned to the Executive Committee by resolution of the Board. Member Agencies shall all be provided at least two (2) days’ advance notice of, and an Agenda for, all meetings of the Executive Committee. Amend Article X, Section 2(c) (Long Range Planning and Capital Improvements Committee) as follows: (c) The Long Range Planning and Capital Improvements Committee shall be chaired by a member of the Committee elected, for a two (2) year term, by the voting Members of the Committee. The Long Range Planning and Capital Improvements Committee shall meet in accordance with a meeting schedule approved by the Committee, at the call of the Chair of the Committee, or at the direction of the Board. Amend Article X, Section 3(b) (Finance & Audit Committee) as follows: (b) Members of the Finance & Audit Committee shall be appointed annually by the Board Chair at the Annual Meeting. The Membership of the Committee shall not equal or exceed the number constituting a quorum for the full Board. The Finance & Audit Committee shall include the Executive Director or his or her designee, the Treasurer, and other contracted Third-Party Aadvisors as determined by the Committee of the Board, neither none of which will be a voting member of the Committee. The Finance & Audit Committee shall be chaired by a voting member of the Committee elected, for a two (2) year term, by vote of the voting members of the Committee. Amend Article X, Section 5(c) (Technical Committee) as follows: (c) The voting members of the Technical Committee shall elect a chair for a two (2) year term. The Technical Committee shall meet in accordance with a meeting schedule approved by the committee, at the call of the chair of the Committee, or at the direction of the Board. Add new Article XVII, Section 8 (Allocation of CIWW Tax-Exempt Bonds) as follows: Section 8. Allocation of CIWW Tax-Exempt Bonds. When CIWW issues tax-exempt Bonds, the federal regulations regarding the designation of tax-exempt obligations as qualified tax exempt obligations, also known as “bank qualified” obligations (the “BQ Regulations”), contain an allocation rule (the “BQ Allocation Rule”) under which CIWW’s Bonds may be allocated to the Member Agencies for purposes of each Member Agency’s eligibility to designate its own tax- exempt obligations issued in the same calendar year as qualified tax exempt obligations, or “bank qualified” obligations. The Member Agencies agree that, for the foregoing purposes, when CIWW issues tax-exempt Bonds, the amount of the issuance shall be allocated to Member Agencies in each of the following circumstances as follows: (a) Joint Capital Projects: Joint Capital Projects benefit all Member Agencies. The amount of CIWW tax-exempt Bonds issued for a Joint Capital Project shall be allocated to the Member Agencies proportionally based on each Member Agency’s Allocated Capacity under Article V, Section 3, and Schedule V-3 (Capacity Allocations), at the time of issuance. (b) Capacity Expansion Projects: Capacity Expansion Projects may benefit some or all Member Agencies. The amount of CIWW tax-exempt Bonds issued for a Capacity Expansion Project shall be allocated to the Member Agencies which participate in the issuance based on an adjusted Schedule IV-10, adjusted for those Member Agencies participating in the financing. (c) Special Allocations: For any projects which are not a Joint Capital Project or a Capacity Expansion Project, the amount of CIWW tax-exempt Bonds issued for the project shall be allocated to the Member Agencies which participate in the issuance, based on the allocation of debt service to the participating Member Agencies under the applicable principles in Schedule IV- 12. (d) Specific Allocation Schedules: Anytime a specific allocation of project costs or debt service is determined by CIWW and the participating member Agencies in a manner not inconsistent with this Agreement, the amount of CIWW tax-exempt Bonds issued for the project shall be allocated to the Member Agencies which participate in the issuance, based on the specific allocation agreed upon prior to the issuance. To the extent allowed under this Agreement, if a Member Agency contributes its own funds, whether cash on hand or self-financed by the Member Agency, to satisfy in full its economic obligation in connection with the financing of a CIWW project, such that the Member Agency does not benefit from the CIWW Bonds issued for such project, no allocation of the applicable CIWW Bonds shall be made to the Member Agency, and the CIWW Bonds shall be allocated proportionately to the applicable Member Agencies under the applicable allocation methodology. The Member Agencies agree that, for each issuance of tax-exempt obligations by CIWW, as of the day before the date of issuance, the foregoing allocation method applicable to such issuance and the resulting allocation is irrevocable for purposes of the allocation of the amount of CIWW’s tax- exempt Bonds to Member Agencies under the BQ Regulations and the Allocation Rule. Notwithstanding the foregoing, errors in the allocation calculations, and errors in the choice of allocation method, may be remedied within a reasonable period of time after discovery of any such error. CIWW shall provide Member Agencies with preliminary allocations as soon as reasonably practicable, prior to the issuance of tax-exempt CIWW Bonds, and CIWW shall provide Member Agencies with final allocations as soon as possible after the final issue price of the Bonds is known. Member Agencies are responsible for their own determinations regarding the designation of their own tax-exempt obligations as bank qualified. Legend: Deleted text — shown in red with strikethrough Inserted text — shown in blue with underline