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