IN THE SUPREME COURT OF IOWA

No. 20–1027 

Submitted April 15, 2021—Filed May 7, 2021 

XENIA RURAL WATER DISTRICT,

Appellant, 

vs. 

CITY OF JOHNSTON, IOWA,

Appellee. 

Certified questions of law from the United States District Court for 

the Southern District of Iowa, James E. Gritzner, United States District 

Court Senior Judge. 

Municipality and rural water district contest Iowa statutory 

requirements for provision of water service within two miles of city 

boundary. CERTIFIED QUESTIONS ANSWERED. 

Waterman, J., delivered the opinion of the court, in which all 

participating justices joined. McDermott, J., took no part in the 

consideration or decision of the case. 

Steven M. Harris (argued) and Michael D. Davis of Doyle Harris 

Davis & Haughey, Tulsa, Oklahoma, and Frank M. Smith of Frank Smith 

Law Office, Des Moines, for appellant. 

William J. Miller (argued) and Manuel A. Cornell of Dorsey & 

Whitney LLP, Des Moines, for appellee. 
2 

Stephen H. Locher (argued) of Belin McCormick, P.C., Des Moines, 

for amici curiae Association of Regional Water Associations, Iowa Regional 

Utilities Association, and Iowa Lakes Regional Water. 

Amy Beattie (argued) and Allison Steuterman of Brick Gentry Law, 

PC, West Des Moines, for amicus curiae Iowa League of Cities. 
3 

WATERMAN, Justice. 

An Iowa municipality and a rural water district are litigating 

competing claims in federal court for the right to provide water service to 

disputed areas within two miles of the city limits. The city contends that 

it prevails under the “two-mile rule” codified in Iowa Code section 357A.2 

since 1987. The rural water district contends that it prevails under federal 

statutory protection for rural water service in 7 U.S.C. § 1926(b), the 

county board resolution defining its territory, an exception to the two-mile 

rule in section 357A.2(4) added by a 2014 amendment the district argues 

applies retroactively, and its alleged “dual status” as a chapter 504A 

nonprofit corporation. 

The federal court certified three questions of Iowa law to our court. 

The city and its amicus curiae urge us to answer each question in the 

negative; the rural water district and its amici curiae urge us to answer 

each question in the affirmative. For the reasons explained in this opinion, 

we answer the certified questions as follows: 

Question 1: Whether an Iowa Code § 357A.2 rural water 

district, before amendments to § 357A.2(4) in 2014, had a 

legal right to provide water service to portions of an area 

described in its count[y] board of supervisors resolution, see 

Iowa Code § 357A.2(1), when those portions were also within 

two miles of the limits of a municipality, see § 357A.2(3), and 

when the municipality had not waived its rights to provide 

water service to the area, see § 357A.2(4).

Answer: No. 

Question 2: Whether Iowa Code § 357A.2(4), as amended by 

the Iowa legislature in 2014: (a) exempts a rural water district 

from following notice-of-intent procedures when the area the 

district seeks to serve is within the district’s boundaries as 

designated in the county board of supervisors’ resolution 

creating the water district, and/or (b) otherwise provides the 

rural water district a legal right to serve such areas when the 

municipality has not waived its rights. If so, whether the 2014 

amendment to § 357A.2(4) had retroactive effect.

Answer: No. 
4 

Question 3: Whether an Iowa Code § 504A nonprofit 

corporation created in 1977 had a legal right to provide water 

service anywhere within the state of Iowa. If so, whether a 

§ 504A nonprofit corporation that reincorporated (including 

through articles of dissolution for the § 504A entity) as a 

§ 357A.2 rural water district in 1990 retained the legal right 

to provide water service anywhere within the state of Iowa 

(including outside its boundaries as specified in its county 

board of supervisors resolution and within two miles of a 

municipality), prior to and following the 1991 amendment to 

§ 357A.2. 

Answer: No, and upon reincorporating under chapter 357A, the rural 

water district’s territorial rights are governed by that chapter, 

including its two-mile rule, and any broader territorial rights under 

chapter 504A were abandoned. 

In summary, we construe Iowa Code section 357A.2 since 1987 as 

granting cities the primary right to provide water service in areas within 

two miles of the city limits that were not already being served by a rural 

water district. A rural water district that seeks to extend service to a new 

tract within two miles of the city limits must first request the city’s 

approval. The two-mile rule was enacted to allow cities room to grow and 

also to resolve turf battles like this between cities and rural water districts. 

We harmonize the Iowa statute with federal law, which acts as a shield 

protecting a rural water district’s existing customers, not as a sword to 

strike down the state’s two-mile rule for new infrastructure. The county 

board resolution by its terms is subject to chapter 357A and in any event 

yields to state law. The 2014 amendment to section 357A.2(4) only applies 

when a rural water district adds new customers to or improves existing 

facilities in its existing service area or pursuant to an existing agreement. 

The two-mile rule is not avoided by any “dual status” for a 504A1 nonprofit 

corporation that reorganizes under chapter 357A. 

 

1In July 2005, chapter 504A was repealed. See 2004 Iowa Acts ch. 1049, § 190. 

Its provisions merged into the Revised Iowa Nonprofit Corporation Act. See 2004 Iowa 

Acts ch. 1049 (codified at Iowa Code ch. 504 (2005)). 
5 

I. Background Facts and Proceedings. 

“When we answer a certified question, we rely upon the facts 

provided with the certified question.” Baldwin v. City of Estherville, 915 

N.W.2d 259, 261 (Iowa 2018). We summarize those facts as follows. 

The City of Johnston (Johnston) is an Iowa municipality that 

operates its own water supply system. Xenia Rural Water District (Xenia) 

is a rural water provider operating in Polk County, Iowa, among other 

locations. In 1977, Xenia incorporated under Iowa Code chapter 504A as 

a nonprofit corporation entitled “Xenia Rural Water Association.” On May 

18, 1982, Xenia borrowed $3.2 million from the United States Department 

of Agriculture (USDA). On October 30, 1990, Xenia petitioned the Polk 

County Board of Supervisors (PCBOS) to convert to a rural water district 

under Iowa Code chapter 357A; the PCBOS granted its petition in a 

November 27, 1990 resolution, which stated, in part: 

BE IT FURTHER RESOLVED that it is the order of the 

Polk County Board of Supervisors that the district whose 

boundary includes the area in Polk County described as 

follows be and hereby is established as the Xenia Rural Water 

District with all of the rights, powers and duties specified in 

Chapter 357A of the code of Iowa, as amended: 

All of the following sections in Polk County except that 

portion lying within the boundary of any incorporated 

city on the date hereof: 

(1) The North 1/2 of Sections 1, 2, and 3, all of 

Sections 4 through 9, Sections 16 through 

20, and Sections 29, 30, 31, 32, and that 

part of Section 33 west of Saylorville Lake all 

in Township 81 North Range 25 West. 

(2) All of that part of Sections in Township 80 

North Range 25 West lying westerly of 

Saylorville Lake. 

In April of 1991, Xenia’s board signed articles of dissolution for the 

nonprofit entity, which transferred its assets to the chapter 357A entity. 
6 

The articles of dissolution of the 504A entity were filed with the Iowa 

Secretary of State. 

There are two sets of service areas subject to the pending suit, which 

Xenia refers to as the “Encroachment Areas” and the “Disputed Area,” or 

collectively, “the areas in dispute.” The parties agree that the areas in 

dispute are within the boundaries described in the PCBOS resolution. 

Some portions of the areas in dispute are within two miles of Johnston’s 

city limits. According to Johnston, “most of the area within the ‘Disputed 

Area’ remains undeveloped or relies on well water.” The Disputed Area 

contains approximately 1900 acres, including approximately 550 acres 

annexed by Johnston in 2018 and another portion of approximately 1350 

acres that Johnston intends to annex, which it describes as “primarily 

undeveloped rural acreage.” Johnston has provided water service to 

portions of the Encroachment Areas since at least 1995 and continues to 

do so. Xenia has no pipes in the ground or customers it already serves 

within the areas in dispute. 

In early 2018, Xenia and Johnston began negotiating over which 

entity would provide water services requested by the United States Navy 

for a facility it was building in the Disputed Area. The negotiations led to 

an April 4, 2018 Interim Agreement that stated, in relevant part, “Section 

357A.2 of the [Iowa] Code provides that Xenia may not provide services 

within two miles of the limits of Johnston unless Johnston has approved 

a new water system plan.” The agreement was signed by the Mayor and 

City Clerk of Johnston and the Chair and Secretary of Xenia. The area 

Johnston intended to annex included sections both within and beyond two 

miles from the city limits. In September 2018, negotiations broke down 

after Johnston offered approximately $1.58 million to Xenia for its rights 

to areas over two miles from the city limits. 
7 

On November 3, Xenia filed a three-count Complaint against 

Johnston in the United States District Court for the Southern District of 

Iowa. On January 4, 2019, Xenia filed a five-count First Amended 

Complaint. Count One alleges that Johnston violated 42 U.S.C. § 1983 by 

depriving Xenia of its rights under 7 U.S.C. § 1926(b), which protects 

certain entities indebted to the USDA from municipal encroachment. 

Count Two seeks a declaratory judgment as to Xenia’s legal rights to serve 

the areas in dispute. Count Three requests that the court enjoin Johnston 

from violating section 1926(b). Count Four requests that the court create 

a constructive trust conveyed to Xenia for Johnston’s water infrastructure 

in the areas in dispute. Count Five requests money damages. In its 

January 18 Answer to the Amended Complaint, Johnston asserted nine 

affirmative defenses as well as a two-count counterclaim seeking a 

declaratory judgment as to the legal rights between Xenia and Johnston 

and an injunction against Xenia. 

On June 12, Xenia moved for partial summary judgment on grounds 

that federal law preempted any conflicting provisions in Iowa Code 

section 357A.2. On July 18, Johnston moved for partial summary 

judgment on that preemption claim. On January 8, 2020, Xenia filed a 

second motion for summary judgment on other issues. The court held a 

hearing on the first two motions on February 11. In a March 19 order, the 

court granted partial summary judgment for Xenia as to areas in dispute 

beyond two miles from Johnston’s city limits. The court granted 

Johnston’s motion for partial summary judgment and denied in part 

Xenia’s first motion for partial summary judgment as to areas within two 

miles of Johnston’s city limits. The ruling was based in significant part on 

Iowa Code section 357A.2’s two-mile rule. 
8 

Xenia filed an interlocutory appeal, which the United States Court 

of Appeals for the Eighth Circuit dismissed for lack of jurisdiction. Xenia 

then filed a Motion for Reconsideration, challenging the court’s 

interpretation of Iowa law in the summary judgment order. Xenia argues 

that when it reorganized into a rural water district from a nonprofit 

corporation, it retained the legal rights it possessed as a nonprofit to 

provide water service anywhere within the state of Iowa (that is, it has dual 

status as a rural water district and a nonprofit corporation, and it has the 

legal rights available to both entities). Xenia also argues the 2014 

amendment to section 357A.2(4) “clarified that the Two-Mile Rule was 

never intended to preclude a district from extending service within its 

existing boundaries/service area, which under Iowa law, is established by 

the County Board of Supervisors.” 

The court noted the absence of state-court authority interpreting 

Iowa Code section 357A.2. The court granted leave to amici curiae to file 

a brief in support of Xenia’s position. Amici curiae contend that the court’s 

resolution of novel questions of Iowa state law “will have far-reaching 

effects” for rural water service throughout Iowa. Both Xenia and Johnston 

as well as Xenia’s amici curiae agreed the court should certify questions 

to our court.2 On August 4, 2020, the court entered an order certifying 

the three questions of state law to our court. 

II. Our Discretion to Answer Certified Questions. 

“Iowa Code section 684A.1 allows this court to answer questions of 

Iowa law certified to us by a federal court that concludes controlling 

precedent is lacking when the answer may be determinative of the federal 

proceeding.” Bd. of Water Works Trs. of the City of Des Moines v. SAC Cnty. 

 

2The Iowa League of Cities had not filed an amicus brief in the certifying court. 
9 

Bd. of Supervisors, 890 N.W.2d 50, 56 (Iowa 2017) (quoting Oyens Feed & 

Supply, Inc. v. Primebank, 808 N.W.2d 186, 188 (Iowa 2011)). 

In Foley [v. Argosy Gaming Co.], we noted our discretion to 

answer certified questions that (1) were certified by a proper 

court, (2) presented questions of Iowa law, (3) “may be 

determinative of the cause . . . pending in the certifying 

court,” and (4) appeared to the certifying court to have no 

controlling Iowa precedent. 

Id. (quoting Foley, 688 N.W.2d 244, 246 (Iowa 2004)). 

All four requirements are met here. The federal court certified three 

questions of Iowa law that have no controlling Iowa precedent. The 

answers to the certified questions may be determinative of the competing 

claims in the federal court litigation over the rights to serve the areas in 

dispute within two miles of Johnston’s city limits. More broadly, the Iowa 

League of Cities advises that our decision on the certified questions “will 

directly and immediately affect development and projects now being 

discussed or constructed . . . by many of the cities in this State [and] will 

immediately affect [their] annexation decisions . . . .” Conversely, Xenia’s 

amici caution that “the economic viability of the rural water utilities . . . 

are threatened when cities encroach on the utilities’ service areas.” We 

elect to answer the certified questions. 

III. Analysis. 

We address the certified questions mindful of federal statutory 

protections for rural water districts, which both sides and their amici have 

briefed to our court. See Roth v. Evangelical Lutheran Good Samaritan 

Soc’y, 886 N.W.2d 601, 611–12 (Iowa 2016) (interpreting Iowa statute to 

avoid conflict with federal law). 

Under the Consolidated Farm and Rural Development 

Act, the USDA is ‘authorized to make or insure loans’ to rural 

water and sewer utilities for the “conservation, development, 

use, and control of water . . . primarily serving farmers, 
10 

ranchers, farm tenants, farm laborers, rural businesses, and 

other rural residents.” 

Green Valley Special Util. Dist. v. City of Schertz, 969 F.3d 460, 475 (5th 

Cir. 2020) (en banc) (quoting 7 U.S.C. § 1926(a)(1)). 

“To ensure that federally indebted utilities repay their loans, 

Congress enacted a provision protecting utilities from curtailment and 

encroachment by municipalities and other public bodies.” Id. Specifically, 

“Congress enacted section 1926(b) to encourage rural water development 

and to provide greater security for [federal] loans.” Rural Water Sys. No. 1 

v. City of Sioux Ctr., 202 F.3d 1035, 1038 (8th Cir. 2000). That statute 

states: 

The service provided or made available through any such 

association shall not be curtailed or limited by inclusion of the 

area served by such association within the boundaries of any 

municipal corporation or other public body, or by the granting 

of any private franchise for similar service within such area 

during the term of such loan; nor shall the happening of any 

such event be the basis of requiring such association to secure 

any franchise, license, or permit as a condition to continuing 

to serve the area served by the association at the time of the 

occurrence of such event. 

7 U.S.C. § 1926(b) (emphasis added). Federal appellate courts recognize 

this provision protects the rural water district’s existing facilities already 

providing service to customers: 

The statute’s use of phrases like ‘curtailed’ and ‘limited’ to 

describe the municipality’s interference with the rural water 

association suggests that a rural water association must 

already be providing service to an area before the protections 

of § 1926(b) apply. 

Le-Ax Water Dist. v. City of Athens, 346 F.3d 701, 708 (6th Cir. 2003). 

“Section 1926(b) provides a shield, not a sword.” Pub. Water Supply Dist. 

No. 3 of Laclede Cnty. v. City of Lebanon, 605 F.3d 511, 519 (8th Cir. 2010). 

Courts have rejected “a rural water district’s attempt to use § 1926(b) to 

become the exclusive service provider for a new development that it had 
11 

not previously served.” Id. at 518. That is, rural water districts may use 

the statute defensively—“to protect their exclusive right to serve their 

existing customer base during the time of the qualifying federal loan, 

thereby ensuring the continued security of the loan”—but not offensively 

to move into new territory. Id. at 517–19. “[A]ny ‘[d]oubts about whether 

a water association is entitled to protection from competition under 

§ 1926(b) should be resolved in favor of the [USDA]-indebted party seeking 

protection for its territory.’ ” Id. at 515 (second alteration in original) 

(quoting Rural Water Sys. No. 1, 202 F.3d at 1038). 

“To qualify for protection, an entity must: (1) be an ‘association’ 

under the statute, (2) have a qualifying federal loan, and (3) have provided 

or made service available to the disputed area.” Id. at 521. “Making 

service available has two components: (1) the physical ability to serve an 

area; and (2) the legal right to serve an area.” Id. (quoting Rural Water Sys. 

No. 1, 202 F.3d at 1037). To determine a physical ability to serve, courts 

use the “pipes in the ground” test, which asks “whether a water association 

‘has adequate facilities within or adjacent to the area to provide service to 

the area within a reasonable amount of time after a request for service is 

made.’ ” Id. at 523 (quoting Sequoyah Cnty. Rural Water Dist. No. 7 v. Town 

of Muldrow, 191 F.3d 1192, 1202 (10th Cir. 1999)). “A utility cannot 

satisfy that test if it has no nearby infrastructure. But ‘pipes in the ground’ 

is a colloquial shorthand, not a strict requirement.” Green Valley Special 

Util. Dist., 969 F.3d at 477. 

To determine whether the rural water district has a legal right to 

serve an area, courts refer to state law. Rural Water Sys. No. 1 v. City of 

Sioux Ctr., 967 F. Supp. 1483, 1525 (N.D. Iowa 1997), aff’d, 202 F.3d 1035 

(8th Cir. 2000). The association’s “protected service area is defined by 

state law as of the date” when the federal debt is assumed. Id. at 1530. 
12 

Against this backdrop, we address the certified questions. 

Question 1: Whether an Iowa Code § 357A.2 rural water district, 

before amendments to § 357A.2(4) in 2014, had a legal right to 

provide water service to portions of an area described in its count[y] 

board of supervisors resolution, see Iowa Code § 357A.2(1), when 

those portions were also within two miles of the limits of a 

municipality, § 357A.2(3), and when the municipality had not waived 

its rights to provide water service to the area, see § 357A.2(4). 

Xenia argues an affirmative answer to the first question is required 

by the 1990 resolution of the PCBOS. That resolution created the “Xenia 

Rural Water District with all of the rights, powers and duties specified in 

Chapter 357A of the code of Iowa, as amended.” Johnston argues the twomile rule codified in section 357A.2 since 1987 compels us to answer “no” 

to this question. We agree with Johnston. 

We begin with the statutory text. The Iowa legislature enacted the 

two-mile rule in 1987 by adding a new paragraph to Iowa Code section 

357A.2. 1987 Iowa Acts ch. 109, § 2 (codified at Iowa Code § 357A.2 (1987 

Supp.)). The new paragraph stated: 

Water services, other than water services provided as of 

April 1, 1987, shall not be provided within two miles of the 

limits of a city by a rural water district incorporated under this 

chapter or chapter 504A unless the city has approved a new 

water service plan submitted by the district. If the new water 

service plan is not approved by the city, the plan may be 

subject to arbitration. 

Iowa Code § 357A.2 (1987 Supp.) (emphasis added). Section 357A.2 was 

amended again in 1992 to delete the arbitration provision and add noticeof-intent procedures for a rural water district. 92 Iowa Acts ch. 1015, §§ 3, 

4 (codified at Iowa Code § 357A.2 (1993)). As amended, the sections reads: 

Water services, other than water services provided as of 

April 1, 1987, shall not be provided within two miles of the 

limits of a city by a rural water district incorporated under this 

chapter or chapter 504A except as provided in this section. 
13 

A rural water district incorporated under this chapter 

or chapter 504A may give notice of intent to provide water 

service to a new area within two miles of a city by submitting 

a water plan to the city. . . . In responding to the plan, the 

city may waive its right to provide water service within the 

areas designated for service by the rural water district, or the 

city may reserve the right to provide water service in some or 

all of the areas which the rural water district intends to serve. 

If the city reserves the right to provide water service within 

some or all of the areas which the rural water district intends 

to serve, the city shall provide service within four years of 

receipt of the plan. This section does not preclude a city from 

providing water service in an area which is annexed by the 

city. 

Iowa Code § 357A.2 (1993) (emphasis added). 

Under the plain meaning of section 357A.2, cities retained the right 

to provide new water services to unserved areas within two miles of the 

city limits. Rural water districts could provide service to new areas within 

two miles of the city limits only upon the city’s approval (waiver) or if the 

city failed to provide service within four years of the district’s notice of 

intent. There were no further substantive amendments to section 357A.2 

before 2014. 

Iowa Code section 357A.2 authorizes county supervisors to 

incorporate and organize rural water districts 

encompassing an area, not then included in any other district, 

in any county or any two or more adjacent counties for the 

purpose of providing an adequate supply of water for domestic 

purposes to residents of the area who are not served by the 

water mains of any city water system . . . . 

Iowa Code § 357A.2 (1987 Supp.). The rural water district’s “area” of 

operation is subject to the two-mile rule, which has been included within 

section 357A.2 since 1987. Compare id., with id. § 357A.2(3) (2021). 

Xenia and its amici argue the 1990 PCBOS resolution defines 

Xenia’s service territory and only excludes land within city limits, thereby 

allowing Xenia to serve areas outside the city but within two miles of the 
14 

municipal boundary.3 In our view, this argument fails for two reasons. 

First, the 1990 PCBOS resolution expressly provides that Xenia is subject 

to the “duties specified in Chapter 357A” that include the two-mile rule. 

Indeed, as the certifying court observed in its summary judgment ruling, 

[T]here is no conflict between the resolution and state law 

because the resolution explicitly indicates that Xenia is 

established “with all of the rights, powers and duties specified 

in Chapter 357A.” One of those duties was the obligation not 

to provide water service within two miles of a city’s limits 

without receiving the city’s permission. Xenia’s boundaries 

within Polk County are not set in stone by the geographic 

description in the resolution but are instead subject to the 

caveat of the two-mile rule. 

(Citation omitted.) 

Second, a county’s home rule powers may not conflict with a state 

statute. Iowa Const. art. III, § 39A (“Counties . . . are granted home rule 

power and authority, not inconsistent with the laws of the general 

assembly . . . .”). Nothing in chapter 357A authorizes counties to override 

the two-mile rule. Conflicting language in a county ordinance or resolution 

must yield to the controlling state statute. Worth Cnty. Friends of Agric. v. 

Worth Cnty., 688 N.W.2d 257, 262–64 (Iowa 2004) (holding statute 

preempted conflicting county ordinance regulating livestock confinement 

operations). As the certifying court aptly observed in its summary 

judgment ruling: 

Read together, the provisions of Iowa Code § 357A.2 

plainly indicate that a rural water district’s permitted service 

area, as specified by its county supervisors’ resolution, is 

subject to the two-mile rule. The two-mile rule’s placement in 

the statute immediately after the provisions permitting 

petitions for the creation of rural water districts shows that 

 

3It makes sense that the resolution specifically excludes land within a city, where 

the rural water district cannot provide service, without separately mentioning land 

outside the city but within two miles of the city limits. Rural water districts may provide 

service within that two-mile zone with the city’s consent or if the city itself fails to provide 

service within the statutory deadline after the district’s notice of intent. 
15 

the two-mile rule is meant to restrict the potential scope of 

rural water district service areas. If a rural water district’s 

boundaries specified in a resolution trumped the two-mile 

rule, then the two-mile rule would be superfluous—its only 

function is to limit districts’ rights to provide water service 

within two miles of a city’s limits.4 

We agree, and we reject Xenia’s interpretation that would render the twomile rule superfluous. 

We also reject Xenia’s contention in its briefing to our court that 

Johnston’s interpretation of the two-mile rule in section 357A.2 would be 

preempted by 7 U.S.C. § 1926(b). A water district’s legal right to serve a 

new development is determined by state law. Rural Water Sys. No. 1, 967 

F. Supp. at 1525. Xenia had no pipes in the ground, existing facilities, or 

customers it was already serving within two miles of Johnston’s city limits 

before the two-mile rule went into effect in 1987—and still does not as of 

today. As we discuss above, section 1926(b) operates as a shield to protect 

a rural water district’s existing customer base, not as a sword to strike 

down a state statutory obstacle to legally serve a new area. See Pub. Water 

Supply Dist. No. 3 of Laclede Cnty., 605 F.3d at 517–19. In our view, the 

certifying court correctly rejected Xenia’s preemption argument in its 

ruling granting Johnston’s motion for partial summary judgment: 

In sum, Xenia’s protected service area as of 1982 was 

not defined by the two-mile rule because the two-mile rule 

explicitly exempts water services provided before 1987 and the 

two-mile rule did not begin to apply to Xenia until 1990, but 

that protected service area does not cover the areas in dispute. 

Any expansion of Xenia’s protected service area from loans 

taken out in 1992 or later is defined by the two-mile rule, but 

§ 1926(b) does not preempt the two-mile rule in such 

situations because § 1926(b) necessarily looks to state law to 

prospectively define a rural water provider’s service area at the 

time the provider assumes a qualifying loan. As applied to the 

 

4This discussion related to section 357A.2 as amended in 2014; but the statute 

in 1990 also included the two-mile rule immediately after the general grant of authority 

to the board of supervisors. 
16 

facts of this case, § 357A.2 does not conflict with § 1926(b), 

and federal law therefore does not preempt the two-mile rule. 

We agree with the foregoing legal conclusion. Xenia’s interpretation would 

rewrite section 357A.2 to eliminate the two-mile rule. We decline to do so. 

Finally, we are not persuaded by Xenia’s “dual status” or 

retroactivity arguments, which we address below. We answer “no” to 

Question 1. 

Question 2: Whether Iowa Code § 357A.2(4), as amended by the Iowa 

legislature in 2014: (a) exempts a rural water district from following 

notice-of-intent procedures when the area the district seeks to serve 

is within the district’s boundaries as designated in the county board 

of supervisors’ resolution creating the water district, and/or 

(b) otherwise provides the rural water district a legal right to serve 

such areas when the municipality has not waived its rights. If so, 

whether the 2014 amendment to § 357A.2(4) had retroactive effect. 

We begin our analysis with the text of the amendment. In 2014, the 

Iowa legislature amended sections 357A.2(3) and (4). 2014 Iowa Acts 

ch. 1086, § 2 (codified at Iowa Code § 357A.2(3)–(4)(a) (2015)). As 

amended, the statute provides, in relevant part and with amended portions 

italicized, the following: 

3. Water services, other than water services provided 

as of April 1, 1987, shall not be provided within two miles of 

the limits of a city by a rural water district incorporated under 

this chapter except as provided in this section. Except as 

otherwise provided in this chapter, a rural water association 

shall not provide water services within two miles of a city, other 

than water services provided as of July 1, 2014. 

4. a. A rural water district or rural water association

may give notice of intent to provide water service to a new area 

within two miles of a city by submitting a water plan to the 

city. This subsection shall not apply in the case of a district or 

association extending service to new customers or improving 

existing facilities within existing district or association service 

areas or existing district or association agreements. If water 

service is provided by a city utility established under chapter 

388, the water plan shall be filed with the governing body of 

that city utility. The district or association shall provide written 

notice pursuant to this subsection by certified mail. 
17 

Iowa Code § 357A.2(3)–(4)(a) (2015) (emphasis added). The other amended 

subsections contain the specific notice-of-intent procedures. See id. 

§ 357A.2(4)(b)–(d) (describing specific procedures by which the rural water 

district submits a water plan to the city and the city can waive or reserve 

its rights). 

Xenia, again relying on the PCBOS resolution, contends its “existing 

district or association service areas” within the meaning of the 2014 

amendment include the areas in dispute within two miles of Johnston’s 

city limits. Xenia thereby argues that it avoids the two-mile rule and that 

the 2014 amendment applies retroactively. Johnston argues the new 

exception is inapplicable in this case because Xenia’s “existing service 

area” omits land within two miles of the city limits and further argues the 

amendment applies only prospectively. In our view, Johnston prevails. 

As we determined above, Xenia’s territorial rights under the 1990 

PCBOS resolution are subject to the two-mile rule in section 357A.2(3). 

The two-mile rule remains in the statute as amended in 2014. The new 

exception to notice requirements in subsection 4 applies when a rural 

water district adds new customers to or improves existing facilities in its 

existing service area or pursuant to an existing agreement. Xenia has no 

customers it is already serving or pipes in the ground (existing facilities) 

in the areas in dispute and lacks an existing agreement to serve those 

areas. 

The legislature did not define “existing service area.” See Iowa Code 

§ 357A.1 (defining other terms, but not “existing service area” or “service 

area”). “We give words their ordinary and common meaning by considering 

the context within which they are used, absent a statutory definition or an 

established meaning in the law.” Doe v. Iowa Dep’t of Hum. Servs., 786 
18 

N.W.2d 853, 858 (Iowa 2010). We agree with the certifying court’s 

interpretation: 

The ordinary meaning of extending service and improving 

existing facilities within existing service areas suggests that 

the amended language does not contemplate a rural water 

district expanding its provision of water service to areas which 

it previously did not serve. 

Our interpretation of the 2014 statutory exception for existing service 

areas is congruent with federal protection for existing operations under 7 

U.S.C. § 1926(b), as explained above. 

We also consider the context in which this phrase is used, including 

neighboring sections, to determine meaning. Doe, 786 N.W.2d at 858 

(“When we interpret a statute, we assess the statute in its entirety, not just 

isolated words or phrases.”). The amended language at issue is in 

subsection 4, not in subsection 3. Thus, subsection 4(a) does not provide 

an exception for rural water districts to avoid the two-mile rule as set out 

in subsection 3 but only to avoid (in certain circumstances) the notice-ofintent procedures in subsection 4.5 As the certifying court noted, “The 

Iowa legislature did not intend to abrogate subsection 3’s two-mile rule by 

placing the relevant amended language in the middle of the next

subsection in the statute.” 

We construe statutes to avoid rendering part of the text superfluous. 

See Doe, 786 N.W.2d at 858. Under Xenia’s proposed interpretation, as 

the certifying court correctly concluded, “the two-mile rule would not apply 

 

5The exception to the notice requirement in subsection 4(a) would come into play 

when a rural water district is already serving customers within two miles of the city limits 

by agreement of the city, by default after the city failed to extend service to the area within 

the statutory deadline, or through facilities installed before 1987 and therefore exempt 

from the two-mile rule. As the League of Cities argues, “[The new exception applies] to 

‘existing,’ not new, water services and infrastructure. No notice is needed if a district or 

association has pipes and infrastructure in the ground and wants to improve that 

infrastructure or wants to connect new customers to already existing infrastructure and 

pipelines.” 
19 

within a rural water district’s boundaries as established by its county 

supervisors’ resolution . . . [and] it is unclear when the two-mile rule would 

ever apply.” We reject Xenia’s interpretation that would render the twomile rule in section 357A.2(3) superfluous. And as we explain under 

Question 3, Xenia’s “dual status” territorial argument fails to override the 

two-mile rule. 

We find no support for Xenia’s interpretation in the legislative 

history of the 2014 amendment. Doe, 786 N.W.2d at 858 (“We also 

consider the legislative history of a statute, including prior enactments, 

when ascertaining legislative intent.”). The Iowa League of Cities notes 

that it and the Iowa Association of Municipal Utilities supported the 

amendment, and it credibly argues both organizations would have 

opposed any change to section 357A.2 that eliminated the two-mile rule. 

The explanation accompanying the 2014 amendment simply reads: “The 

Act also provides standards and procedures governing the rights of cities 

and rural water districts or associations to provide water service within 

areas designated within a water plan.” Iowa Gen. Assemb., 2014 

Summary of Legislation 141 (2014), https://www.legis.iowa.gov/docs/ 

publications/SOL/401833.pdf#HF2192 [https://perma.cc/9F8U-4WJQ]. 

If the amendment actually eliminated the two-mile rule, the accompanying 

bill explanation surely would have said so.6 It did not. 

The 2014 amendment retains the primary right of cities to control 

water service within two miles of their boundaries, thereby allowing room 

for cities to expand. Rural water districts and municipalities can negotiate 

which entity will provide service for new developments under the 

 

6See Star Equip., Ltd. v. Iowa Dep’t of Transp., 843 N.W.2d 446, 454 n.3 (Iowa 

2014) (discussing legislative rules and the Iowa Bill Drafting Guide and Style Manual 

requiring bill explanations to be “concise and accurate”). 
20 

procedures set forth in Iowa Code section 357A.2(4). Indeed, that is what 

happened with these parties in 2018—they negotiated an agreement 

regarding extending water service to a new naval facility. Xenia 

contractually agreed that year that it was subject to the two-mile rule.7 

Elimination of the two-mile rule would undermine the legal certainty 

necessary to promote municipal investments in costly infrastructure 

(pipes in the ground, water towers, pumping stations, and the like). Xenia, 

in Count 4 of its Amended Complaint, asks the federal court to impose a 

constructive trust in favor of Xenia to take over Johnston’s existing 

infrastructure already serving customers in the areas in dispute. The 

Eighth Circuit rejected a similar attempt and warned that if a rural water 

district is allowed to “capture customers” already served by the 

municipality, 

cities would not be willing to invest in the necessary 

infrastructure to serve customers within a rural district’s 

boundaries because such investments would be rendered 

worthless by a rural water district that obtains a qualifying 

federal loan. Creating such a disincentive would undermine 

the purpose of encouraging rural utility development. 

Pub. Water Supply Dist. No. 3 of Laclede Cnty., 605 F.3d at 518. The same 

is true here. Based on our interpretation of the 2014 amendment, we 

answer “no” to the first sentence of Question 2, and therefore we need not 

answer the second sentence. 

Question 3: Whether an Iowa Code § 504A nonprofit corporation 

created in 1977 had a legal right to provide water service anywhere 

within the state of Iowa. If so, whether a § 504A nonprofit 

corporation that reincorporated (including through articles of 

dissolution for the § 504A entity) as a § 357A.2 rural water district in 

1990 retained the legal right to provide water service anywhere 

within the state of Iowa (including outside its boundaries as specified 

 

7Xenia in this litigation contends it misread section 357A.2 in 2018 to mistakenly 

conclude the two-mile rule applied to it. In our view, Xenia’s 2018 conclusion was correct 

and its current position is mistaken. 
21 

in its county board of supervisors resolution and within two miles of 

a municipality), prior to and following the 1991 amendment to 

§ 357A.2.

We now confront Xenia’s “dual status” argument. Xenia was 

originally incorporated in 1977 as a nonprofit corporation under Iowa Code 

chapter 504A, and it was reincorporated in 1990 under Iowa Code chapter 

357A. Xenia contends that as a chapter 504A entity, it could operate 

anywhere in the state of Iowa and that after its reorganization under 

chapter 357A, it retained a dual status with a continuing power to operate 

anywhere in Iowa, including within two miles of Johnston’s city limits. 

Xenia’s dual status argument fails for several reasons. 

First, the argument rests on a flawed premise—that Xenia could put 

pipes in the ground and serve water customers anywhere in Iowa as a 

chapter 504A corporation. Xenia’s interpretation would contradict the 

statutory rights of other entities. See, e.g., Iowa Code § 357.28 (1977) 

(requiring consent of trustees of beneficial water district to construct 

additional water mains within its territory). Moreover, under section 

357A.2, the 504A corporation would be subject to the two-mile rule. See 

Iowa Code § 357A.2 (1987 Supp.); see also Rural Water Sys. No. 1, 202 

F.3d at 1038 (“It is likely that section 357A.2 applied to these corporations 

having dual status.”). 

In any event, Xenia’s rights under chapter 504A were extinguished 

when it reorganized under chapter 357A. See Iowa Code § 357A.20(1)–(2) 

(1991 Supp.) (providing that upon filing a notice of dissolution with the 

secretary of state, “the nonprofit corporation shall cease to exist as a chapter 

504A entity and all assets and liabilities of the nonprofit corporation become 

the assets and liabilities of the newly organized district without a need for 

any further meetings, voting, notice to creditors, or other actions by the 
22 

members or board”);8 see also Rural Water Sys. No. 1, 202 F.3d at 1038 n.7 

(“Although the district may continue to operate under the bylaws and 

articles of incorporation of the 504A corporation, it is no longer a 504A 

corporation once it is reincorporated [under section 357A.2].”). Xenia’s 

board signed articles of dissolution of the 504A entity in 1991 and filed them 

with the Iowa Secretary of State. And as noted, the PCBOS resolution that 

incorporated Xenia under section 357A.2 expressly subjected Xenia to the 

duties of that chapter, which include the two-mile rule. 

We hold that an Iowa Code section 504A nonprofit corporation 

created in 1977 did not have a legal right to provide water service anywhere 

within the state of Iowa, and therefore we answer “no” to the first sentence 

of Question 3. We further hold that any broader territorial rights under 

chapter 504A were abandoned when the entity dissolves and reincorporates 

under chapter 357A as a rural water district subject to the two-mile rule. 

We therefore answer “no” to second sentence of Question 3 as well. 

VI. Conclusion. 

For the reasons explained in this opinion, we answer the three 

certified questions as set forth above. 

CERTIFIED QUESTIONS ANSWERED.

All justices concurred except McDermott, J., who takes no part. 

 

8Xenia and its amici argue Iowa Code section 357A.20(2)(b) is inapplicable 

because that statute was enacted in 1991, after Xenia reorganized, and does not apply 

retroactively. See 1991 Iowa Acts ch. 134, § 17 (codified at Iowa Code § 357A.20 (1991 

Supp.)). We decline to interpret the statute to grandfather in and preserve a dual status 

for a 504A entity that dissolved after reorganizing under section 357A.2. We apply the 

provision prospectively to defeat the dual status Xenia claims today. As the certifying 

court ruled, “Even if Xenia had the legal ability to provide water service everywhere in 

Iowa when it was a nonprofit, Xenia did not retain that right upon reorganization.”