Loading...
2013-07RESOLUTION NO. 2013- 7 COUNCIL MEMBER CHRISTIANSEN INTRODUCED THE FOLLOWING RESOLUTION: WHEREAS, the City of Blair, in the State of Nebraska (the "City ") previously entered into a Water Service Agreement dated June 27, 2000 (the "Water Service Agreement "), between the City and Cargill, Incorporated, a Delaware corporation ( "Cargill "), as supplemented by the First Addendum to Water Service Agreement dated as of February 27, 2001 (the "First Addendum "), as amended by the First Amendment to Water Service Agreement dated March 9, 2007 (the "First Amendment ") and as further amended by the Second Amendment to Water Service Agreement dated September 1, 2012 (the "Second Amendment "; and, together with the Water Service Agreement, the First Addendum, and the First Amendment, the "Agreement "), which Agreement is incorporated by reference into this resolution (capitalized terms used in this Resolution and not otherwise defined herein shall have the meanings provided in the Agreement or the Third Amendment referred to below, as applicable); WHEREAS, in anticipation of improvements to the City's water system to increase capacity for the City's provision of water to Cargill, Third Parties and the City, and related financing by the City, it is necessary and advisable to amend the Agreement by entering into an amendment to the Agreement; NOW, THEREFORE, BE IT RESOLVED, that the execution and delivery of a Third Amendment to Water Service Agreement, substantially in the form attached hereto as Exhibit A (but with such changes, completions, and revisions as are deemed necessary or advisable by the Mayor and City Clerk, which may include, without limitation, completion of exhibits to such agreement as necessary or advisable to provide appropriate Debt Service Coverage, taking into account financing issued and expected to be issued for improvements referenced in the Agreement and said Third Amendment to Water Service Agreement, hereinafter the "Third Amendment ") is hereby approved, the execution and delivery of the Third Amendment by such officers to be conclusive evidence of the City's approval thereof without further action of the Council; and BE IT FURTHER RESOLVED, that the Mayor and City Clerk of the City are hereby authorized and directed to finalize and execute the Third Amendment on behalf of the City; and BE IT FURTHER RESOLVED, that the terms of the Agreement, as amended by the Third Amendment, are hereby confirmed and approved in all respects; and BE IT FURTHER RESOLVED, that the Mayor and City Clerk of the City are hereby authorized to do all things and execute all such documents as may by them be deemed necessary and proper to finalize and execute the Third Amendment as contemplated by this Resolution. PASSED AND APPROVED THIS 26 DAY OF FEBRUARY, 2013. COUNCIL MEMBER KEPHART MOVED THAT THE RESOLUTION BE ADOPTED AS READ, AND SAID MOTION WAS SECONDED BY COUNCIL MEMBER JENSEN. UPON ROLL CALL, COUNCIL MEMBERS SHEPARD, STEWART, KEPHART, RYAN, CHRISTIANSEN, HALL AND JENSEN VOTING "AYE" AND COUNCIL MEMBERS NONE VOTING "NAY ", THE MAYOR DECLARED THE FOREGOING RESOLUTION PASSED AND APPROVED THIS 26 DAY OF FEBRUARY, 2013. CITY OF BLAIR, NEBRASKA BY JA". . REALPH, MAYOR ATTEST: e BRENDA WHEELER, CITY CLERK (SEAL) STATE OF NEBRASKA ) ) :ss: WASHINGTON COUNTY ) 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 26 day of February, 2013. BRENDA R. WHEELER, CITY CLERK "EXHIBIT A" 11'•1 1 1 l j ,! 1 oleo I d This THIRD AMENDMENT TO WATER SERVICE AGREEMENT (this "Amendment'), dated as of the ay of MIg1 J . , 2013, 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 Amendment is 218 South le 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 primary address is 15407 McGinty Road West, Wayzata, Minnesota, 55391, individually each a "Party ", collectively the "Parties "; ITNESSET : 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 Addendum to Water Service Agreement dated as of February 27, 2001 (the "First Addendum "), as amended by the First Amendment to Water Service Agreement dated as of March 9, 2007 (the "First Amendment') and as fi rther amended by the Second Amendment to Water Service Agreement dated as of September 1,, 2012 (the "Second Amendment');. the Water Service Agreement as supplemented by the First Addendum and as amended by the First Amendment and Second Amendment is referred to herein as the "Existing Agreement"; capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to such terms in the Existing Agreement); and WHEREAS,. the City and the Company have agreed on certain modifications to the. 2012 Improvements (as defined in the Second Amendment) and desire to amend Exhibit "A" to the Second Amendment to reflect the updated description of the 2012 Improvements; and WHEREAS, the City and the Company have agreed on certain modifications to the payment provisions of the Existing Agreement and desire to- amend and restate Section 4 of the Existing Agreement and the related Revised Exhibit "C "; 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 Amendment and to carry out its obligations under the Existing Agreement and this Amendment (the Existing Agreement, as amended by this Amendment, is referred to herein as the "Agreement'). 2. presentations and Warranties of Company Company represents and warrants to the City as follows: a. Company is a corporation duly incorporated and in existence and good standing 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 Amendment and to carry out its obligations under the Agreement. b. The execution of this Amendment and the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms and conditions of the Agreement will not violate any current 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 presently a party or by which it is bound, or constitute a default under any of the foregoing. 3. Amendments to Existing A egr ement a. Replacement of Exhibit "A " . Exhibit "A" attached to the Second Amendment (description of the 2012 Improvements) is hereby replaced in its entirety with Revised Exhibit "A" attached hereto. b. Replacement of Revised Exhibit "C " Revised Exhibit "C" attached to the Second Amendment (Minimum Payments) is hereby replaced in its entirety with Revised Exhibit "C" attached hereto. 5. 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 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- [SIGNATURES APPEAR ON FOLLOWING PAGE(S)] 2 IN WITNESS WHEREOF, Company and City have executed this Amendment, effective as of the date first above written. (SEAL) ATTEST: Name: je"--dc' oht-if-Irr Title:- (SEAL) W&V8 CL SYLVIS JUL M? ATTEST-. .9 Name: Title:— CITY OF BLAIR, NEBRASKA By: I - Name: Title: Lx-t- 4 ol CARGILL,, INCORPORATED By: Name: GAVA Title: Ave, -VW (,k�M -^AA-P4A&t—Q- 3 Revised Exhibit "A" 2012 Improvements to the Water Treatment Plant and /or the Industrial Water Supply ( "2012 Improvements ") The Water Treatment Plant expansion will generally include increasing the following: • Increase chemical storage • Increase filtering capacity • Additional pumping capacity of intake structure • Instrumentation and control systems. Modifications include the following: • Construct a new electrical and chemical feed building for intake structure. • Expand the chlorine storage building • Construct a polymer chemical storage and feed room. • New electrical service for intake structure and Water Treatment Plant. • New filter building and two new filter bays • New pump motors and controls for raw water pumps Electrical/Chemical Feed Building for Intake Structure Construct a new electrical /chemical feed building that will allow for the increased electrical capacity needed to install new and larger motors for the three existing raw water pumps at the intake structure. The building will be split into two separate rooms. The first room will house the new variable frequency drives and motor control cabinets for the new and larger pump motors located in the intake structure. The other portion of the building will provide storage and feed equipment for chemicals used at the intake structure. The building size will be approximately 50 x 50 feet square. The building addition includes all related HVAC and electrical requirements. Chlorine Storaze The existing chlorine storage area will be expanded to provide adequate storage for thirty (30) days of chlorine storage based on the new plant capacity of 20 MGD treatment. The expansion will allow for a total of 14 ton chlorine cylinders storage. The building expansion is approximately 24 x 13 feet. The building addition includes all related HVAC and electrical requirements. ` Polymer Storage and Feed Addition The project includes a new building addition to store polymer and related feed equipment. Equipment includes storage tanks capable of storing 30 days of chemical use based on the new plant capacity of 20 MGD treatment. There are three new storage tanks, day tank and related piping for the chemical feed system. The addition is approximately 15 x 18 feet. The building addition includes all related HVAC and electrical requirements. Filter Building There will be a new filter building constructed adding two filter bays to the water treatment plant. The two filter bays will include filter media and related piping. The new filter building will be connected to the existing filter buildings of the water treatment plant with a connecting corridor. The building will be approximately 52 x 60 feet and the connecting corridor will be approximately 24 x 40 feet. The building addition includes all related HVAC and electrical requirements. Electrical Upgrades The project has numerous electrical upgrades throughout the project. There will be a new transformer installed at the new electrical building and sized to accommodate the large power demand of the larger pump motors at the City's Water Treatment Plant Intake structure. The primary source of power for the water treatment plant will be from the Cargill substations with backup or redundant power source from Blair substation. Both substations are owned by OPPD. Traveling Screen The project includes a new traveling screen for the intake structure to provide redundant equipment for a critical component of the water treatment plant complex. Instrumentation and Control Connect instrumentation and control of new equipment into existing PLC based control system. There will be four new System Control and Data Analyzing stations installed throughout the water treatment plant. New Industrial Pump, Motor and Related Controls Project includes one new industrial high service pump, motor and related controls to provide additional pumping capacity to Cargill Bio Campus. The work includes a 450 hp motor and 3500 gpm pump with a VFD and related controls for system SCADA. Revised F xhlb�t 6699 ADplicabl Period October 1, 2012 to March 30, 2014 April 1, 2014 to Sept. 30, 2027 *Subject to adjustment as provided in Agreement "Minimum Payments" Base Monthly Water Quggfity (Cubic Feet per Monthly Billing Period) 50,830,000 63,029,189 Monthly Minimum Payment* $416. ($0.82 per 100 Cu. Ft.) $538,900 ($0.855 per 100 Cu. Ft.} DOCS/1163525.2 To: Chris_Neumann @cargill.com Cc: Rodney Storm; Teresa.Konda @hdrinc.com; Chip.Haas @hdrinc.com; Gavin_Atkinson @cargill.com; Chris_Bartels @cargill.com; Craig_Folkers @cargill.com Subject: RE: New Industrial Pump Thanks Chris, we will plan on putting the change order on the February 26th city council agenda for their approval. Al Thanks for your efforts on our behalf, Chris Neumann - - - -- Original Message---- - From: ars(a)ci.blair.ne.us [ mailto:ars(@ci.blair.ne.us ] Sent: Wednesday, February 06, 2013 2:26 PM To: Chris Neumann Cc: rstorm(@ci.blair.ne.us Teresa.KondaPhdrinc.com Chip.Haas@hdrinc.com Subject: New Industrial Pump Chris, Attached is a proposal from Eriksen Construction for the additional industrial pump Cargill requested to be added to the current water treatment plant expansion project. The proposal is for an additional $390,379.93 plus the additional engineering cost of $21,200. As a reminder none of these costs were included in the current contract for the expansion. Therefore I will need to have you send me by way of a response to this email directing the city to move forward with this work at the costs indicated above. These additional costs will add $0.005 per 100 cubic feet of water to the Cargill rate that was established in the most recent contract amendment for the current plant expansion project. The cost is less than estimated when we first discussed this work. Again, I will need a response to this email in the affirmative from Cargill for this additional work and increase in water rates. Once I have that I will present this proposal 1 Mon, 11 Feb 2013 9:21:35 to our City Council for their approval. It is anticipated that it will take six months for the pump to be manufactured and installed. This would make the pump available this fall. Let me know if there are any questions. Al Schoemaker Director of Public Works City of Blair 402 - 426 -4191 ARS@ci.blair.ne.us 2 Mon, 11 Feb 2013 9:21:35 "EXHIBIT A" TELERD AMENDMENT TO WATER SERVICE AGREEMENT This THIRD AMENDMENT TO WATER SERVICE AGREEMENT (this "AtttendmenP'), dated as of the day ofMA'PG-I-I - 2013, by and between the CITY OF BLAH 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 Amendment is 218 South 16a` 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 primary address is 15407 McGinty Road West, Wayzata, Minnesota, 55391, individually each a "Party", collectively the "Parties"; 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 Addendum to Water Service Agreement dated as of February 27, 2001 (the "First Addendum"), as amended by the First Amendment to Water Service Agreement dated as of March 9, 2007 (the {°First Amendment") and as further amended by the Second Amendment to Water Service Agreement dated as of September 1,, 2012 (the "Second Amendment');. the Water Service Agreement as supplemented by, the First Addendum and as amended by the First Amendment and Second Amendment is referred to herein as the "Existing Agreement'; capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to such terms in the Existing Agreement); and WHEREAS; the City and the Company have agreed on. certain modifications to the. 2012 Improvements- (as, defined in the Second Amendment) and desire to amend Exhibit "A" to the Second Amendment to reflect the updated description of the 2012 Improvements; and WHEREAS, the City and the Company have agreed on certain modifications to the payment provisions of the Existing Agreement and desire- to, amend and restate Section 4 of the Existing Agreement and the related Revised Exhibit "C' ; 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 Amendment and to carry out its obligations under the Existing Agreement and this Amendment (the Existing Agreement, as amended by this Amendment, is referred to herein as the "Agreement'). 2• Representations and Warranties of Company. Company represents and warrants to the City as follows: a. Company is a corporation duly incorporated and in existence and good standing 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 Amendment and to carry out its obligations under the Agreement. b. The execution of this Amendment and the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms and conditions of the Agreement will not violate any current 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 presently a party or by which it is bound, or constitute a default under any of the foregoing. 3. Amendments to Existing A egr ement. a. Replacement of Exhibit "A". Exhibit "A" attached to the Second Amendment (description of the 2012 Improvements) is hereby replaced in its entirety with Revised Exhibit "A" attached hereto. b. . Replacement of Revised Exhibit "C". Revised Exhibit "C" attached to the Second Amendment (Minimum Payments) is hereby replaced in its entirety with Revised Exhibit "C" attached hereto. 5. Entire Agreement• Effect on Existing Agement: Miscellaneous. The Agreement constitutes the entire understanding and agreement of the parties. as to the matters- set forthh 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 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. [SIGNATURES APPEAR ON FOLLOWING PAGE(S)] IN WITNESS WHEREOF, Company and City have executed this Amendment, effective as of the date first above written. CITY OF BLAIR, NEBRASKA By: (SEAL) Name: c� Title:, A "O R ATTEST: Name: WrInda W htz -cr Title: C'(EA cie ,z1 L (SEAL) 06 SYLVS ATTEST:. A. = Name; QCt Y U, S W Title: FX • ,-AAV \J� �v r Ki CARGILL, INCORPORATED By: G a.U-V,� Name: GRVI prTKt�1So Title: V ;t� Glt. li�j ^AAA k 6tQ Revised Exhibit "A" 2012 Improvements to the Water Treatment Plant and/or the Industrial Water Supply ("2012 Improvements") The Water Treatment Plant expansion will generally include increasing the following: • Increase chemical storage • Increase filtering capacity • Additional pumping capacity of intake structure • Instrumentation and control systems. Modifications include the following: • Construct a new electrical and chemical feed building for intake structure. • Expand the chlorine storage building • Construct a polymer chemical storage and feed room. • New electrical service for intake structure and Water Treatment Plant. • New filter building and two new filter bays • New pump motors and controls for raw water pumps Electrical/Chemical Feed Building for Intake Structure Construct a new electrical/chemical feed building that will allow for the increased electrical capacity needed to install new and larger motors for the three existing raw water pumps at the intake structure. The building will be split into two separate rooms. The first room will house the new variable frequency drives and motor control cabinets for the new and larger pump motors located in the intake structure, The other portion of the building will provide storage and feed equipment for chemicals used at the intake structure. The building size will be approximately 50 x 50 feet square. The building addition includes all related HVAC and electrical requirements. Chlorine Storage The existing chlorine storage area will be expanded to provide adequate storage for thirty (30) days of chlorine storage based on the new plant capacity of 20 MGD treatment. The expansion will allow for a total of 14 ton chlorine cylinders storage. The building expansion is approximately 24 x 13 feet. The building addition includes all related HVAC and electrical requirements. Polymer Storage and Feed Addition The project includes a new building addition to store polymer and related feed equipment. Equipment includes storage tanks capable of storing 30 days of chemical use based on the new plant capacity of 20 MGD treatment. There are three new storage tanks, day tank and related piping for the chemical feed system. The addition is approximately 15 x 18 feet. The building addition includes all related HVAC and electrical requirements. Filter Building There will be a new filter building constructed adding two filter bays to the water treatment plant. The two filter bays will include filter media and related piping. The new filter building will be connected to the existing filter buildings of the water treatment plant with a connecting corridor. The building will be approximately 52 x 60 feet and the connecting corridor will be approximately 24 x 40 feet. The building addition includes all related HVAC and electrical requirements. Electrical Upgrades The project has numerous electrical upgrades throughout the project. There will be a new transformer installed at the new electrical building and sized to accommodate the large power demand of the larger pump motors at the City's Water Treatment Plant Intake structure. The primary source of power for the water treatment plant will be from the Cargill substations with backup or redundant power source from Blair substation. Both substations are owned by OPPD. Traveling Screen The project includes a new traveling screen for the intake structure to provide redundant equipment for a critical component of the water treatment plant complex. Instrumentation and Control Connect instrumentation and control of new equipment into existing PLC based control system. There will be four new System Control and Data Analyzing stations installed throughout the water treatment plant. New Industrial Pump, Motor and Related Controls Project includes one new industrial high service pump, motor and related controls to provide additional pumping capacity to Cargill Bio Campus. The work includes a 450 hp motor and 3500 gpm pump with a VFD and related controls for system SCADA. Applicable Period October 1, 2012 to March 30, 2014 April 1, 2014 to Sept. 30, 2027 Revised Exhibit "C" "Minimum Payments" Base -Monthly Water Ouantity (Cubic Feet per Monthly Billing Period) *Subject to adjustment as provided in Agreement DOCS/1163525.2 50,830,000 63,029,189 Monthly Minimum Payment* $416,806 ($0.82 per 100 Cu. Ft) $538,900 ($0.855 per 100 Cu. Ft.) Allen Schoemaker To: Chris—Neumann@cargill.com Cc: Rodney Storm; Teresa.Konda@hdrinc.com; Chip.Haas@hdrinc.com; Gavin _Atkinson@cargill.com; Chris_Bartels@cargill.com; Craig_Folkers@cargill.com Subject: RE: New Industrial Pump Thanks Chris, we will plan on putting the change order on the February 26th city council agenda for their approval. Al -----Original Message ----- From: Chris NeumannOcargill.com [mailto:Chris Neumann@cargill.com] Sent: Monday, February 11, 2013 8:59 AM To: Allen Schoemaker Cc: Rodney Storm; Teresa.Konda(@hdrinc.com; Chip.Haas@hdrinc.com; Gavin Ati<inson(@cargill.com; Chris Bartels(@cargill.com; Craig Folkers(cargill.com Subject: RE: New Industrial Pump Al, Please proceed with the additional pump installation. In order to meet the projected peak supply to the BioRefinery campus the WTP would need to operate all of the existing pumps for some time periods. This will ensure that the WTP will always have a spare pump in place. Thanks for your efforts on our behalf, Chris Neumann -----Original Message ----- From: arsOci.blair.ne.us [mailto:ars@ci.blair.ne.us] Sent: Wednesday, February 06, 2013 2:26 PM To: Chris Neumann Cc: rstorm(@ci.blair.ne.us; Teresa.Konda@hdrinc.com; Chip.Haas@hdrinc.com Subject: New Industrial Pump Chris, Attached is a proposal from Eril<sen Construction for the additional industrial pump Cargill requested to be added to the current water treatment plant expansion project. The proposal is for an additional $390,379.93 plus the additional engineering cost of $21,200. As a reminder none of these costs were included in the current contract for the expansion. Therefore I will need to have you send me by way of a response to this email directing the city to move forward with this work at the costs indicated above. These additional costs will add $0.005 per 100 cubic feet of water to the Cargill rate that was established in the most recent contract amendment for the current plant expansion project. The cost is less than estimated when we first discussed this work. Again, I will need a response to this email in the affirmative from Cargill for this additional work and increase in water rates. Once I have that I will present this proposal MonJ 1 Feb 2013 9:21:35 to our City Council for their approval. it is anticipated that it will take six months for the pump to be manufactured and installed. This would make the pump available this fall. Let me know if there are any questions. Al Schoemaker Director of Public Works City of Blair 402-426-4191 ARS@ci.blair.ne.us 2 Monj 1 Feb 2013 9:21:35