HomeMy WebLinkAbout2012-08-06-Resolutions 12-175_Water Capacity Purchase Agr - Pleasant HillTHE CITY OF WAUKEE,IOWA
RESOLUTION 12-175
APPROVING AN AGREEMENT FOR ASSIGNMENT AND SALE OF PURCHASED
CAPACITY AND SUPPLEMENTAL AGREEMENT
IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE,IOWA
WHEREAS,the City of Waukee,Dallas County,State ofIowa,is a duly organized
Municipal Organization;AND,
WHEREAS,on May 30,2012,the City of Waukee authorized submission of bid to the City
of Pleasant Hill,Iowa,related to water capacity purchase (Resolution #12-128);AND,
WHEREAS,on July 10,2012,the City of Pleasant Hill authorized the sale of 1.7 million
gallons of water capacity to the City of Waukee for the amount of $2.51 per gallon (City of
Pleasant Hill Resolution #071 012-07);AND,
WHEREAS,on July 24,2012,the City of Pleasant Hill approved an Agreement for
Assignment and Sale of Purchased Capacity and Supplemental Agreement related to said
water capacity sale to the City of Waukee (City of Pleasant Hill Resolution #072412-10);
AND;
WHEREAS,attached hereto are the Agreement for Assignment of Sale and Purchased
Capacity and Supplemental Agreement (Exhibit A),Adoption Annex (Exhibit B),Supplement
Number 1 to Adoption Annex (Exhibit C),and Supplement Number 1 to Adoption Annex
(Exhibit D),all of which were submitted by the Des Moines Water Works legal counsel and
approved by legal counsel for both the Cities of Pleasant Hill and Waukee;
NOW THEREFORE BE IT RESOLVED by the City of Waukee City Council in session
this 6th day of August,2012,that the Agreement for Assignment of Sale and Purchased
Capacity and Supplemental Agreement and all related exhibits are hereby accepted and
approved;
BE IT FURTHER RESOLVED by the City of Waukee City Council that the Mayor is
hereby authorized and directed to execute the same on behalf of the City of Waukee.
Attest:
ROLL CALL VOTE AYE NAY ABSENT ABSTAIN
Shane Blanchard X
Dan Dutcher X
Casey L.Harvey X
Shelly Hughes X
Mike Watts X
EXHIBIT ,NRlGINAL DOCUMENT
AGREEMENT FOR ASSIGNMENT AND SALE OF
PURCHASED CAPACITY AND SUPPLEMENTAL AGREEMENT
AGREEMENT FOR ASSIGNMENT and SALE of PURCHASED CAPACITY AND
SUPPLEMENTAL AGREEMENT and made and entered into as of the I £::day
of =:rJ)d~,2012,by and between CITY OF WAUKEE ("Waukee"),CITY
OF PLEASANT ILL ("Pleasant HIli"),and the BOARD OF WATER WORKS TRUSTEES
OF TIlE CITY OF DES MOINES,lOW A ("DMWW").
RECITALS:
A.DMWW is municipal utility organized and acting under Chapter 388,Code of Iowa,which
manages and controls the water works system serving the City of Des Moines,Iowa and
environs.
B.Waukee operates a city water utility within its boundaries.
C.Pleasant Hill has a city water utility within its boundaries,which is operated under a Total
Service 28E Agreement with DMWW (the "Pleasant Hill 28E Agreement").
D.Pleasant Hill acquired 1.7 MGD of purchased Capacity under the Purchase Capacity
Master Agreement dated July 23,1996 and Acceptance of Purchase Capacity Master
Agreement dated May 28,1996 (the "Purchased Capacity Agreement"),which included,
among other terms,financing of the purchase capacity purchase of Pleasant Hill by means
of a DMWW bond issue.
E.The Purchased Capacity Agreement was superceded and replaced by the Wholesale Water
Service Master Agreement dated June 10,2005 (the Master Agreement").
F.Waukee is a party to the Master Agreement by reason of an Adoption Annex dated
~Vl~80 ,2005,and has purchased capacity with DMWW totaling 2.6942 MGD as set
forth therein.
G.By inadvertence Pleasant Hill has not yet executed an adoption annex to the Master
Agreement,but capacity acquired by Pleasant Hill under the Purchased Capacity
Agreement is applicable to the Master Agreement.
H.Waukee desires to purchase,and Pleasant Hill desires to sell and assign to Waukee,1.0
MGD of the purchased capacity rights of Pleasant Hill under the terms provided herein.
1.Pleasant Hill desires to now execute an Adoption Annex under the Master Agreement,with
its retained purchased capacity right to continue to be recognized under the Pleasant Hill
28E Agreement,and also desires to apply the part of its proceeds of sale from Waukee to
fully pay and discharge its remaining obligation for the bond issue under the Purchased
ORIGINAL DOCUMENT
Capacity Agreement in full,including the portion thereof related to its retained purchased
capacity.
J.DMWW desires to approve and consent to such transactions,and the parties desire to
document the resulting relationships as provided herein.
NOW,THEREFORE,THE PARTIES AGREE AS FOLLOWS:
I.Waukee hereby purchases,and Pleasant Hill hereby sells and assigns 1.0 million
gallons per day ("MGD")of the purchased capacity originally acquired by Pleasant Hill under the
Purchased Capacity Agreement and fully applicable under the Master Agreement.After such sale
Waukee shall have a total purchased capacity of 3.6942 MGD under the Master Agreement and
Pleasant Hill shall have a total purchase capacity of 0.7000 MGD under the Master Agreement.
2.DMWW approves and consents to the purchase by Waukee and the sale and
assignment by Pleasant Hill.
3.Waukee agrees to pay Pleasant Hill the sum of $2,510,000.00 upon execution of
this Agreement after its approval by the governing bodies of all Parties.
4.Pleasant Hill shall,immediately upon receipt of funds from Waukee hereunder,
pay DMWW the full amount of its remaining obligation for principal and interest for its share of
the bond issue under the Purchased Capacity Agreement,net of any related bond reserves held by
DMWW.Such payoff includes the obligation related to the purchased capacity retained by
Pleasant Hill in the amount of 0.7000 MGD.
5.Pleasant Hill and DMWW shall execute an Adoption Annex in the form of Exhibit
I attached hereto and a Supplement No I to Adoption Annex in the form of Exhibit 2 hereto.
Waukee and DMWW shall a Supplement No I to Adoption Annex in the form of Exhibit 3 hereto.
Pleasant Hill rights under the Master Agreement shall be as proved in the Pleasant Hill 28E
Agreement during its term.
6.Waukee does not assume,nor is it obligated,to DMWW,its creditors,successors
or assigns,in connection with any obligations for indebtedness in any way related to the capacity
purchased by Waukee from Pleasant Hill hereunder.Pleasant Hill shall satisfy any and all its
indebtedness to the Board from the proceeds of this transaction as provided herein and shall
defend and hold Waukee harmless from any obligations therefore and indemnify Waukee for any
and all claims,demands,suits and expenses,including but not limited to attorneys fees and costs,
in any way related to any such obligation or indebtedness.
7.Except as necessarily herein modified,all other agreements now existing by and
among DMWW,Pleasant Hill,and Waukee remain unchanged.
[signature page follows]
BOARD OF WATER WORKS TRUSTEES
OF THE CITY OF DES MOINES,lOW A
CITY OF PLEASANT HILL,lOW A
By:_
,Mayor
ATTEST:_
,City Clerk
ORIGINAL DOCUMENT
CITY OF WAUKEE,lOW A
By:_~~----:----:-------Bill Peard,Mayor
ATTEST:---,-_
,City Clerk
BOARD OF WATER WORKS TRUSTEES
OF THE CITY OF DES MOINES,IOWA
By:_
David A.Carlson,Chairperson
ATTEST:_
Randall R.Beavers,CEO and
General Manager,
CITY OF PLEASANT HILL,IOWA
By:_
,Mayor
ATTEST:-----------
,City Clerk
ORIGINAL DOCUMENT
CITY OF WAUKEE,IOWA
By:4~
t William F.Peard,Mayor
ATTEST:'-il'Ml4r 71.fl.Cfj
Bradly M.Deets,Interim City
Administrator
ORIGINAL DOCUMENT
BOARD OF WATER WORKS TRUSTEES
OF THE CITY OF DES MOINES,IOWA
CITY OF WAUKEE,IOWA
By:.~_By;_~~~~~~~~~~~_
David A.Carlson,Chairperson Bill Peard,Mayor
ATTEST:._~~~~~~~~~_ATTEST:_~~~~~~~~~_
Randall R.Beavers,CEO and ,City Clerk
General Manager,
CITY OF PLEASANT HILL,IOWA
,Mayor
,City Clerk
ORIGINAL uoCUMENT
ADOPTION ANNEX
This Adoption Annex is executed on behalf of the Board of Water Works Trustees of the City of
Des Moines,Iowa ("DMWW")and the City of Pleasant Hill,Iowa ("Pleasant Hill"),and shall
form a part of the Wholesale Water Service Master Agreement dated June 10,2005 among
DMWW,Pleasant Hill and other Participants (the "Wholesale Water Service Master
Agreement"),and shall specify the specific individualized terms applicable to service to Pleasant
Hill as follows:
I.Pleasant Hill hereby joins in the Wholesale Water Service Master Agreement and
agrees to all of its terms.
2.The service territory of,and connection points for water delivery to,Pleasant Hill
shall be as described in the attached Exhibit l.
3.Pleasant Hill previously acquired Purchased Capacity of 1.7 MGD and acquires no
additional capacity hereunder.As a result,the total Purchased Capacity of Pleasant Hill shall be
as follows:
1996 Purchased Capacity:
Converted Off-Peak Capacity:
2005 Purchased Capacity:
TOTAL:
1.7 MGD
None
None
1.7MGD
4.The Wholesale Water Service Master Agreement,and this Adoption Annex,
supersede and replace all agreements prior to June 10,20 I 0 between the parties,except Total
Service Chapter 28E Agreement filed January 4,2005,and agreements subsequent thereto.
Notwithstanding the foregoing,all existing financial obligations of Pleasant Hill to DMWW under
the superceded agreements shall continue until paid in full.
5.Any and all other agreements between the parties not mentioned in Section 4 shall
continue to be in force.
6.This Adoption Annex shall be shall be deemed effective June 10,2005,but shall
be retroactive to April 1,2005 as to rates and terms of service.This Adoption Annex shall form a
part of the Wholesale Service Master Agreement and shall,together with such Agreement and all
other Adoption Annexes of all Participants,form one agreement.
BOARD OF WATER WORKS TRUSTEES
OF THE CITY OF DES MOINES,IOWA
CITY OF PLEASANT HILL,lOW A
avid A Carls n,hairperso'--)JtV
ATTEST:-d5;.::7c~td:::Z-;U-e~
Randall R.Beivers,C'd ~nd General Manager
__________________,Mayor
ATTEST:,_
_________,City Clerk
ORIGINAL uOCUMENT
EXHIBIT "R"
ADOPTION ANNEX
This Adoption Annex is executed on behalf of the Board of Water Works Trustees of the City of
Des Moines,Iowa ("DMWW")and the City of Pleasant Hill,Iowa ("Pleasant Hill"),and shall
form a part of the Wholesale Water Service Master Agreement dated June 10,2005 among
DMWW,Pleasant Hill and other Participants (the "Wholesale Water Service Master
Agreement"),and shall specify the specific individualized terms applicable to service to Pleasant
Hill as follows:
I.Pleasant Hill hereby joins in the Wholesale Water Service Master Agreement and
agrees to all of its terms,
2.The service territory of,and connection points for water delivery to,Pleasant Hill
shall be as described in the attached Exhibit 1.
3.Pleasant Hill previously acquired Purchased Capacity of 1.7 MGD and acquires
no additional capacity hereunder.As a result,the total Purchased Capacity of Pleasant Hill shall
be as follows:
1996 Purchased Capacity:
Converted Off-Peak Capacity:
2005 Purchased Capacity:
TOTAL:
1.7 MGD
None
None
1.7 MGD
4.The Wholesale Water Service Master Agreement,and this Adoption Annex,
supersede and replace all agreements prior to June 10,20 I 0 between the parties,except Total
Service Chapter 28E Agreement filed January 4,2005,and agreements subsequent thereto.
Notwithstanding the foregoing,all existing financial obligations of Pleasant Hill to DMWW
under the superceded agreements shall continue until paid in full.
5.Any and all other agreements between the parties not mentioned in Section 4 shall
continue to be in force.
6.This Adoption Annex shall be shall be deemed effective June 10,2005,but shall
be retroactive to April 1,2005 as to rates and terms of service.This Adoption Annex shall form
a part of the Wholesale Service Master Agreement and shall,together with such Agreement and
all other Adoption Annexes of all Participants,form one agreement.
BOARD OF WATER WORKS TRUSTEES
OF THE CITY OF DES MOINES,row A
By:_
David A Carlson,Chairperson
ATTEST:~
Randall R.Beavers,CEO and
General Manager
CITY OF PLEASANT HILL,row A
City Clerk
ORIGINAL DOCUMENT
SUPPLEMENT NUMBER 1 TO ADOPTION ANNEX
This Supplement Number I to Adoption Annex is executed effective as of:JiA1v I ,2012,on
behalf of the Board of Water Works Trustees of the City of Des Moines,Iowa ~'DMWW")and
the City of Pleasant Hill,Iowa,and shall form a part of the Adoption Annex dated t1Jb tJv:;'(the.."Adoption Annex"),and the Wholesale Water Service Master Agreement dated June 10,2005,
among DMWW,Pleasant Hill,and other Participants (the "Wholesale Water Service Master
Agreement")for the purpose of reflecting the sale of 1.0 MGD purchased capacity from Pleasant
hill to the City of Waukee:
1.Effective as of this date,the Purchased capacity of Pleasant Hill shall be reduced by 1.0
MGD and shall be as follows in total:
1996 Purchased Capacity:
2012 Sale to Waukee
NET TOTAL:
1.7000 MGD
(1.0000 MGDl
0.7000 MGD
2.DMWW and Pleasant Hill agree that the sum of $d.SI01000.!!E-from the
proceeds of sale to the City of Waukee has been applied tOfhe net payoff of the share of
Pleasant Hill of the outstanding amount of bonds issued to finance the 1996 Purchased
Capacity and such net sum fully discharges the obligation of Pleasant Hill thereunder.
3.Pleasant Hill's purchased capacity in the above net total amount shall be recognized under
the 28E Agreement between Pleasant Hill and DMWW during its term.
This Supplement No.I to Adoption Annex shall be effective as of the date set forth above and
shall form a part of the Adoption Annex and the Wholesale Water Service Master Agreement
from and after such date.
BOARD OF WATER WORKS TRUSTEES
OF THE CITY OF DES MOINES,lOW A
CITY OF PLEASANT HILL,lOW A
By:~f1)~fro
David A.Carl ,Chairperson
By:_
,Mayor
ATTEST:_
Randall R.Beavers,CEO and ,City Clerk
General Manager
ORIGINAL UOCUMENT
EXHIBIT "D"
SUPPLEMENT NUMBER 1 TO ADOPTION ANNEX
This Supplement Number 1 to Adoption Annex is executed effective as of ,2012,on
behalf of the Board of Water Works Trustees ofthe City of Des Moines,Iowa ("DMWW")and
the City of Pleasant Hill,Iowa,and shall fonn a part of the Adoption Annex dated (the
"Adoption Annex"),and the Wholesale Water Service Master Agreement dated June 10,2005,
among DMWW,Pleasant Hill,and other Participants (the "Wholesale Water Service Master
Agreement")for the purpose of reflecting the sale of 1.0 MGD purchased capacity from Pleasant
bill to tbe City of Waukee:
I.Effective as of this date,the Purchased capacity of Waukee shall be reduced by 1.0
MGD and shall be as follows in total:
1996 Purcbased Capacity:
2012 Sale to Waukee
NET TOTAL:
1.7000 MGD
(1.0000 MGD)
0.7000 MGD
~2.DM WW and Pleasant Hill agree that the sum of s :i.,S-J (J/~,from the
proceeds of sale to tbe City of Waukee bas been applied to 'the net payoff of tbe share of
Pleasant Hill of the outstanding amount of bonds issued (0 finance the 1996 Purchased
Capacity and such net sum fully discharges the obligation of Pleasant Hill thereunder.
3.Pleasant Hill's purchased capacity in the above net total amount shall be recognized
under the 28E Agreement between Pleasant Hill and DMWW during its term,
This Supplement NO.1 to Adoption Annex sha1l be effective as of the date set forth above and
shall form a part of the Adoption Annex and the Wholesale Water Service Master Agreement
from and after such date ..
BOARD OF WATER WORKS TRUSTEES
OF THE CITY OF DES MOINES,IOWA
CITY OF PLEASANT HILL,IOWA
David A,Carlson,Chairperson
BY:/lIW~By:_
,Mayor
ATTEST:
Randall R.Beavers,CEO and
General Manager
SUPPLEMENT NUMBER 1 TO ADOPTION ANNEX
This Supplement Number 1 to Adoption Annex is executed effective as of :Ji,d f J,2012,on
behal~of the Board of Water Works Trustees of the City of D~s Moines,Iowa ("jM~")and
the CIty of Waukee,Iowa,and shall form a part ofthe Adoption Annex dated ~,f)OS (the
"Adoption Annex"),and the Wholesale Water Service Master Agreement dated jun'e 10,2005,
among DMWW,Waukee,and other Participants (the "Wholesale Water Service Master
Agreement")for the purpose of reflecting the current Service territory of Waukee and the
acquisition by Waukee of an additional purchased capacity of 1.0 MGD from the City of Pleasant
Hill:
1.Exhibit 1 as attached to the Adoption Annex is deleted and replaced with Exhibit 1
attached hereto.
2.Effective retroactive to :j'(.dv {,2012,the Purchased capacity of Waukee shall
be increased by 1.0 MGD and shilll be as follows in total:
1996 Purchased Capacity:
Converted Off-Peak Capacity:
2005 Purchased Capacity:
2012 Purchase from Pleasant Hill
TOTAL:
None
0.6942MGD
2.0000MGD
1.0000 MGD
3.6942MGD
3.DMWW acknowledges that all of the capacity acquired by Waukee from the City of
Pleasant Hill has been fully paid for by Waukee,and that Waukee is not responsible
for any of the consideration to be paid to DMWW by Pleasant Hill and that such
consideration shall be the sole responsibility of Pleasant Hill.
This Supplement No.1 to Adoption Annex shall be effective as of the date set forth above and
shall form a part of the Adoption Annex and the Wholesale Water Service Master Agreement
from and after such date.
BOARD OF WATER WORKS TRUSTEES
OF THE CITY OF DES MOINES,row A
,'·)~·7~tt·'.-./(.'..~
I£/V rr:-c»ATTEST:'c:/f'~\,1 L-=,tU<-e~
Randall R.Beavers,CEO and
General Manager
~l(III Peard,Mayor
ATTEST:~'ry.j);})
Bradly M.Deets,Interim
City Administrator