2007-14COUNCIL MEMBER BIFFAR INTRODUCED THE FOLLOWING RESOLUTION:
WHEREAS, a Water Service Agreement between the City of Blair, Nebraska and
Cargill, Incorporated has been prepared and presented to the City Council providing for the
terms and provisions of the sale of water from the City of Blair to Cargill, Incorporated, a copy
of which Agreement is attached hereto, marked Exhibit "A" and by this reference made a part
hereof, and
WHEREAS, the terms and conditions thereof are acceptable to the municipality.
NOW, THEREFORE, BE IT RESOLVED that said Water Service Agreement referred to
hereinabove, is hereby adopted and accepted by the City of Blair and the Mayor and City Clerk
are hereby authorized and directed to execute same on behalf of the municipality.
COUNCIL MEMBER ABBOTT MOVED THAT THE RESOLUTION BE ADOPTED AS
READ, AND SAID MOTION WAS SECONDED BY COUNCIL MEMBER SHOTWELL.
UPON ROLL CALL, COUNCIL MEMBERS STEWART, SCHEVE, SHOTWELL,
FANOELE, CHRISTIANSEN, ABBOTT. WOLFF AND BIFFAR VOTING "AYE" AND
COUNCIL MEMBERS NONE VOTING "NAY", THE MAYOR DECLARED THE
FOREGOING RESOLUTION PASSED AND APPROVED THIS 27TH DAY OF
FEBRUARY, 2007.
ATTEST:
BRENDA R. WHEELER, CITY CLERK
(SEAL)
STATE OF NEBRASKA )
) :ss:
WASHINGTON COUNTY )
RESOLUTION NO. 2007 - 14
CITY OF BLAIR, NEBRASKA
MME E. REALPH, MAYOR
BRENDA R.WHEELER, hereby certifies that she is the duly appointed, qualified and
acting City Clerk of the City of Blair, Nebraska, and that the above and foregoing Resolution
was passed and adopted at a regular meeting of the Mayor and City Council of said City, held on
the 27 day of February, 2007.
BRENDA R. WHEELER, CITY CLERK
FIRST AMENDMENT TO WATER SERVICE AGREEMENT
This FIRST AMEND NT TO WATER SERVICE AGREEMENT (this "First Amendment "), made and
executed this 9 day of of , 2007, by and between the CITY OF BLAIR, NEBRASKA, a city of the
first class existing under and by virtue of the laws of the State of Nebraska (the "City "), whose address for purposes of
this First Amendment is 218 South 16 Street Blair, Nebraska 68008 (Attn: City Administrator), and CARGILL,
INCORPORATED, a Delaware corporation authorized to transact business in the State of Nebraska (the "Company "),
whose address for purposes of this First Amendment is 650 Industrial Road, Blair, Nebraska 68008 (Attn: General
Manager or Operations Manager);
WITNESSETH:
WHEREAS, the City and the Company are parties to that Water Service Agreement dated June 27, 2000 (the
"Water Service Agreement "), as supplemented by the First Addendum to Water Service Agreement dated as of
February 27, 2001 (the "First Addendum "; the Water Service Agreement as supplemented by the First Addendum is
referred to herein as the "Existing Agreement"; capitalized terms used in this First Amendment and not otherwise
defined herein shall have the meanings given to such terms in the Existing Agreement); and
WHEREAS, given the current and anticipated quantity of water used by Company and Third Parties, the
Water System, as it currently exists, lacks the capacity to provide a sufficient quantity of water to the Plant for the
present and anticipated needs of the Company and Third Parties; and
WHEREAS, the City is willing to expand and improve the Water System by the construction of certain
additions and improvements to the Water System, as are more particularly described on Exhibit "A" attached hereto
(the "2007 Improvements ") to increase the capacity thereof to meet the needs of the Company and Third Parties and
the anticipated needs of the City; and
WHEREAS, the Company is willing to commit to certain additional payments to the City (which reflect the
payments required under the terms of the Existing Agreement and additional payments in order to induce the City to
construct the 2007 Improvements) and to extend the term of the Existing Agreement, all as provided herein; and
WHEREAS, the City and the Company wish to amend the Existing Agreement as provided herein to set forth
their respective understandings relating to the Water System and the Plant and the actions to be taken in reliance upon
such understandings by each such party;
NOW THEREFORE, in consideration of the mutual covenants hereinafter made, City and Company hereby
agree as follows:
1. Representations and Warranties of City. The City represents and warrants to Company that the City
is a municipal corporation organized and in existence under the laws of the State of Nebraska, and is and has been duly
authorized to enter into this First Amendment and to carry out its obligations under the Existing Agreement and this
First Amendment (the Existing Agreement; as amended by this First Amendment, is referred to herein as the
"Agreement ").
follows:
2. Representations and Warranties of Company. Company represents and warrants to the City as
a. Company is a corporation duly incorporated and in existence under the laws of the State of
Delaware, qualified to do business and in good standing in the State of Nebraska, and is and has been duly
authorized to enter into this First Amendment and to carry out its obligations under the Agreement.
b. The execution of this First Amendment and the consummation of the transactions
contemplated hereby and the fulfillment and compliance with the terms and conditions of the Agreement as
amended hereby will not violate any provision of Company's Articles of Incorporation or Bylaws and will not
conflict with or result in the breach of any terms or provisions of any restriction, agreement or instrument to
which it is t party or by which it is bound, or constitute a default under any of the foregoing.
3. Amendments to Existine Agreement.
a. Amendment and Restatement of Section 3 of Existine Agreement. Prior to May 1, 2008
(the "Effective Date "), the obligations of the City to provide water service shall be governed by Section 3 of
the Existing Agreement. From and after the Effective Date, Section 3 of the Existing Agreement shall be
amended and restated in its entirety as follows:
3. Agreement to Provide Water Service. During the term of this Agreement, City will
make available to the Company water service from the Water System in accordance with the
following parameters:
12.5 Million Gallons Per Day (MGD)
based on an average flow rate over a 30 -day billing period (the "Scheduled Usage'). As and to the
extent available, the City may, in its discretion make additional service available to Company
subject to the payment by Company of "Additional Payments" as described below. Company may,
in turn, make available to Third Parties a portion of the Scheduled Usage and such additional
service, provided that such Third Parties may only use such flows for their operations on the Real
Estate.
b. Amendment and Restatement of Section 4 of Existing Agreement. Prior to the Effective
Date, the obligations of the Company to make payments to the City shall be governed by Section 4 of the
Existing Agreement. From and after the Effective Date, Section 4 of the Existing Agreement shall be
amended and restated in its entirety as follows:
4. Additional Payments For and in consideration of the City's agreement to make
the Scheduled Usage available to the Company, Company agrees as follows:
a. Minimum Payments. Company shall pay to the City, on the first day of
each calendar month beginning with the month of May of 2008, and continuing until the
last day ofJune of2032, minimum payments (each, a "Minimum Payment') in the amounts
set forth on Revised Exhibit "C" attached hereto, which Minimum Payment represents the
fixed monthly charge for any monthly water usage up to 50,830,000 Cubic Feet per
monthly billing period (the 'Base Monthly Water Quantity'). Company is not entitled to
any rebate, credit or set -off for the unused portion, if any, of the Base Monthly Water
Quantity (i.e, the unused portion is forfeited at the end of each monthly period). Water
usage in excess of the Base Monthly Water Quantity shall be billed pursuant to
Subparagraph 4(b) immediately below.
b. Billing Statements; Additional Payments The City shall provide to the
Company a regular monthly billing statement (each a "Billing Statement') setting forth
the actual quantity of water used by the Company at the Real Estate (including usage by
Third Parties) during the preceding billing cycle (the "Actual Usage'). In the event that
the Actual Usage exceeds the Base Monthly Water Quantity attributable to such monthly
billing cycle, then Company shall be charged at a rate of Forty Cents (400 per One
Hundred Cubic Feet of water (the "Excess Billing Rate') for the actual quantity of water
used by the Company during such billing cycle in excess of the Base Monthly Water
Quantity attributable to such billing cycle. Company shall pay this additional charge
within Fifteen (15) days of the date ofsuch billing statement.
c. Payment Adjustment. In the event of a general rate increase to all users
of water services from the Plant, the Minimum Payments and the Billing Rate shall be
increased by the same percentage as such general rate increase
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Nothing provided herein shall be construed to require City to provide to Company any water service
resulting inflow rates at any time in excess of Scheduled Usage or quantities for any billing cycle in
excess of the Base Monthly Water Quantity. Water service beyond Scheduled Usage or in excess of
the Base Monthly Water Quantity may be supplied by City to the Company at the City's discretion, as
and when the sane is available.
c. Amendment and Restatement of Section 11 of Existing Agreement. Section 11 of the
Existing Agreement is hereby amended and restated in its entirety as follows:
11. Term and Termination. This First Amendment shall be effective as of the date first
above written and shall continue in effect until the 30th day of June, 2032, at which time the City's
obligation to provide 'water service under the terms of the Agreement shall cease. This First
Amendment may be terminated by the City at any time prior to the commencernent of construction of
the 2007 Improvements in the event that: (a) it is determined that the actual cost of completion ofthe
2007 Improvements exceeds $15,000,000, or (b) the City is unable to obtain necessary permits,
licenses, easements or other approvals for the construction of the 2007 Improvements
notwithstanding the City's reasonable best efforts to obtain the same. In the event of termination of
this First Amendment under (0 or (b) above, the parties shall equally share the amounts actually
expended by the City in connection with the 2007 Improvements, including, without limitation, sums
actually expended or committed for design, engineering permits and approvals, and right-of-way
acquisition. At any time on or after July 1, 2008, Company may terminate this First Amendment by
making payment to the City in the amount ofthe Defeasance Payment.
4. Adiustment to Payments Based on Actual Construction Cost and/or Increased Financing Costs. If
(a) the actual cost of construction of the 2007 Improvements exceeds $14,200,000, and/or (b) the actual borrowing
costs of the City are increased, because the City is not able to receive from the Nebraska Investment Finance Authority
volume cap allocation for the City's revenue bonds in an amount sufficient to finance the 2007 Improvements, or
otherwise, then the City and the Company shall (subject to the City's right to terminate under Section 11 of the
Agreement, as amended) further amend the Agreement to reflect increased Minimum Payments in an amount necessary
to provide for debt service on the City's bonds to be issued to finance the costs of the 2007 Improvements.
5. Comuanv Credits Relating to Expansion of Plant. It is understood that the 2007 Improvements
include certain improvements to the clear well, upflow basin and clarifier components ofthe Water System that will not
be utilized to their design capacity of 20.0 MGD unless and until the remaining portions of the Water System are
further expanded from the proposed design capacity of 17.0 MGD to 20.0 MGD (such clear well, upflow basin and pre-
settlement clarifier components are referred to as the "Excess Capacity Improvements ", and the 3.0 MGD excess
capacity which such Excess Capacity Improvements are capable ofprocessing is referred to as the "Excess Capacity ").
The credit provided for in this Section 5 shall not be applicable as and to the extent that the Excess Capacity is utilized
by the Company, Third Parties and/or their respective affiliates (collectively, "Company Users "). The City and the
Company agree that costs of the Excess Capacity Improvements shall be conclusively set at and deemed to be
$1,800,000 and that such costs shall be fully amortized on a straight line basis over a period of 25 years as reflected on
Schedule I attached to and made a part of this First Amendment. In the event that at any time during the Term of this
Agreement, the capacity of the Plant is expanded to 20.0 MGD with the result that users other than Company Users
utilize the Excess Capacity, in whole or in part, the Company shall thereafter receive a credit against Additional
Payments in an amount which reflects credit for the use (or percentage of use determined on an annual basis for each
fiscal year of the City with respect to actual usage) of the Excess Capacity Improvements, from and after any such
expansion of the Plant to a 20.0 MGD capacity (or higher), by users other than Company Users. The credit shall be in
an amount determined based upon the percentage of use other than by Company Users applied to the amortization
amount shown on Schedule I. Any such credit shall be applied to the City's monthly billing of the Company following
the determination of the percentage of use of the Excess Capacity by users other than Company Users. The City agrees
to make such determination as soon as reasonably practicable following the close of each of its fiscal years.
6. Modification of Certain Definitions and Related Provisions. All references in the Existing
Agreement to: (a) the "Improvements" shall mean and include the Improvements, as defined in the Existing
Agreement, and the 2007 Improvements as described herein; and (b) the "Bonds" shall refer to all outstanding and
future loans, bond anticipation notes, bonds and other indebtedness issued to improve the Water System for use by the
3
Company, and shall include, without limitation, the Bonds (as defined in the Existing Agreement), any bond
anticipation notes or other indebtedness issued to pay costs of the 2007 Improvements, and any bonds, loans or other
permanent financing issued to pay such bond anticipation notes or other indebtedness. Notwithstanding the provisions
of Section 7(b) of the Existing Agreement, the Defeasance Payment may exceed the sum of $11,500,000, but shall not
exceed the sum of $21,000,000.
7. Reolacement of Exhibit "C ". Exhibit "C" to the Existing Agreement is hereby replaced in its entirety
with Revised Exhibit "C" attached hereto.
8. Entire Agreement: Effect on Existing Agreement: Miscellaneous. The Agreement constitutes the
entire understanding and agreement of the parties as to the matters set forth in the Agreement. No alteration of or
amendment to the Agreement shall be effective unless made in writing and signed by the party or parties sought to be
charged or bound by the alteration or amendment. Except as specifically amended hereby, the Existing Agreement
shall remain in full force and effect and is hereby ratified and affirmed in all respects. This First Amendment may be
executed in any one or number of counterparts, each of which shall be deemed an original and which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, Company and City have executed this First Amendment, effective as of the date
first above written.
(SEAL)
ATTEST:
fd/urt.X
Name: ern 1 a . �_ Wititi
Title: tL t C - e.a,_IC_,
(SEAL)
ATTEST:
CITY OF BLAIR., NEBRASKA
By: ,
Name. w, IL& l< 4 r\
Title: .Ji a . 0 R
CARGILL, INCORPORATED
By: r •:,-
GENERAL NOTARY • State of Nebraska Name: At1LY5 D. L b J ®
N L Von. a .
�
SYLVIS Title: t r',S fu__ I- Ke'd-<- < ' t V
My Comm. Exp. Jan. 3, 2009
Name: Da l lA 5 L76 S vi 1 v V 'S
Title: P_. i.3vr
4
Exhibit "A"
"2007 Improvements"
Facility exoansion will Generally include increasina the following:
• Intake Pumping Capacity
• Presedimentation Basin Capacity
• Softening Basin Capacity
• Recarbonation Basin Capacity
• Ciearwell Capacity
• Industrial High Service Pumping Capacity
• Ancillary Facilities (i.e., chemical storage and feed.systems and
instrumentation and control systems)
• Chloramination
•
Modifications include the following:
• Replace existing 100 horsepower 16 IN pump (RWP -1) with 16 IN
pump and 150 horsepower motor. The pump /motor will be
equipped with a VFD (if space is available), so that all pumps have
VFD's.
• New parallel raw water main between the intake structure and
presedimentation basin area. Main sizing is 24 IN diameter. Some
minor structural changes to the raw water intake structures floor
and foundation may be required.
• Modify impeller of RWP-2.
• The intent of the modifications is to provide firm pumping capacity
(two 150 horsepower —16 IN pumps operating) of 17 MGD at
minimum river water level and between 18 and 19 MGD at normal
water level.
Conventional Sedimentation
A new conventional sedimentation basin (solids contact clarifier) showing
configuration, a layout of structure, wall sections, major structural elements,
sections, HVAC, electrical equipment layout, and major piping. Basin will be
poured -in -place concrete structure and supported by a piling foundation system.
Basin will have an aluminum dome cover. Approximate basin size is 100 feet
diameter. It will be located east of the existing presedimentation basin.
Softenina Basin
A newsoftening basin (solids contact clarifier) showing configuration, a
layout of structure, wall sections, major structural elements, sections, HVAC,
electrical equipment layout, and major piping. Basin will be supported by a piling
foundation system. Basin will have an aluminum dome cover. Approximate
basin size is 92 feet diameter. It will be located west of the existing
presedimentation basin.
Lime Feed /Storage
A new package lime feed /storage unit will be incorporated. Package unit
will be self - contained and include a 55 ton lime silo, two 1,000 lb/hr
feeder /slakers, control panel, and HVAC system. Lime feed /storage system will
be supported on a piling foundation. It is anticipated that there will be an
enclosed walkway between lime feed /storage unit and softening basin. •
Recarbonation Basin and CO2 Feeder
A new recarbonation basin showing layout and configuration of structure,
wall sections, and major structural elements. Structure will be constructed of
poured -in -place concrete and supported by a piling foundation system.
Approximate size of structure is 12 feet by 24 feet by 11 feet and will be located
adjacent to the new softening basin. A pressurized solution CO2 feed panel will
be incorporated. It is anticipated that the new feed system will utilize the existing
CO2 storage tank.
Clearwell
A new 1.5 MGD clearwell showing layout and configuration of structure,
wall sections, and major structural elements. Structure will be constructed of
poured -in -place concrete and supported by a piling foundation system.
Approximate size of structure is 120 feet by 160 feet by 11 feet and will be
located north of the existing backwash water recovery basin. Clearwell will
generally operate in parallel with the existing clearwells.
Industrial Hiah Service Pumping Station Expansion
Expand the existing industrial high service pump station showing layout
and configuration of building, wall sections, major structural elements, building
elevations, HVAC, electrical high service pump, and discharge piping.
Approximate size of building expansion is 20 feet by 30 feet and will house one
new pump with space for a future pump. Building construction will be
masonry/brick walls with precast roof system. Pump will be the closed- suction
vertical turbine type. It will have approximate capacity of 5 MGD and be
equipped with a 450 horsepower electrical motor and VFD. A VFD will be added
(if space is available) to one existing pump, so that all pumps have VFD's
Chemical Feed
The following chemical feed work:
• Add three new polybiend polymer feed units for new conventional
presedimentation basin and softening basin. That the new polymer feed
will be located in the lime feed/storage unit.
• Alum will be fed to the new conventional presedimentation basin and
softening from new pumps in the existing feed facilities in the water
treatment plant.
• Feed point for fluoride addition will be relocated to the suction side of the
municipal high service pump station.
Chloramination
The new equipment is as follows:
• Chlorine feeder
• Chlorine booster pump
• Chlorine injector
• Three (3) 300 gallon 15% aqueous ammonia storage tanks vented to the
outside through activated carbon canister.
• Two aqueous ammonia feed pumps paced off existing municipal high
service pump flow meter
• One 50 gallon aqueous ammonia day tank
The aqueous ammonia day tank and feed pumps will be located in the
municipal high service pump station area. The storage tanks will be located
in existing chemical storage area.
Instrumentation and Control
Connect instrumentation and control of new equipment into existing PLC
based control system.
Revised Exhibit "C"
Minimum Payments
Minimum Payments From Minimum Payment A.mount(M ONTHLYI
MAY 1, 2008 THROUGH JUNE 30, 2032 $377,000
Through $
Through $
Through $
Through $
Through $
Through $
Through $
Through $
Through. $
Through $
Through $
Through $
Through $
Through $
Through $
Throuj h $
Throe $
Through $
Through $
Through $
Through $
Revised Exhibit "C"
Minimum Payments
SCHEDULE I
AMORTIZATION OF COST OF EXCESS CAPACITY IMPROVEMENTS
Fiscal Year of Citv (Ending September 30 of Yearl Amortization Amount
2008 1,800,000
2009 1,728,000
2010 1,656,000
2011 1,584,000
2012 1,512,000
2013 1,441,000
2014 1,368,000
2015 1,296,000
2016 1,224,000
2017 1,152,000
2018 1,080,000
2019 1,008,000
2020 936,000
2021 864,000
2022 792,000
2023 720,000
2024 648,000
2026 576,000
2026 504,000
2027 432,000
2028 360,000
2029 288,000
2030 216,000
2031 144,000
2032 72,000