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HomeMy WebLinkAboutCOW 2011-11-28 Item 4J - Contract Amendment - Cascade Water AllianceCOUNCIL AGENDA SYNOPSIS CAS NUMBER: AGENDA ITEA2 TI CATEGORY Discussion Initials Meeting Date Prepared by I I Mayor's review 11/28/11 I BG l/1/,� 12/05/11 BG� ITEM INFORMATION STAFF SPONSOR: BOB GIBERSON Council review U N ITEM NO. 4.J. ORIGIN.ALAGE DA'Z'E: 11/28/11 Cascade Water Alliance Interlocal Contract Amendment Motion Resolution Ordinance Bid Award Public Hearing ❑Other Mtg Date 11128111 17tg Date 12/09111 Mtg Date Mtg Date Mfg Date Mtg Date Mtg Date SPONSOR Council Mayor HR DCD Finance Fire IT P &R Police PW SPONSOR'S Cascade Water Alliance's (CWA) forecasts anticipated the region's growth, but now with SUMMARY the economic slowdown, the revenue model needs to be updated. The equity redistribution needs to maintain member parity so costs are more stable. This contract amendment to the Interlocal shows administrative dues increasing from 5% to 9% of annual revenue requirements. For Tukwila, CWA administrative dues will increase from $69k to $126k and the overall rate model shows an increase of 9.4% in 2012. REVIEWED BY COW Mtg. CA &P Cmte F &S Cmte Transportation Cmte Utilities Cmte Arts Comm. Parks Comm. Planning Comm. DATE: 1 1/15/11 COMMITTEE CHAIR: DE'SEAN QUINN RECOMMENDATIONS: SPONsoR /ADMIN. Public Works COMMIT TEE Unanimous Approval; Forward to Committee of the Whole. EYPENDIT'URI REQUIRED $0.00 Fund Source: 401 WATER FUND Comments: MTG. DATE 11/28/11 12/05/11 COST IMPACT FUND SOURCE AMOUNT BUDGETED $0.00 APPROPRIATION REQUIRED $0.00 RECORD OF COUNCIL ACTION MTG.DATEI ATTACHMENTS 11/28/11 Informational Memorandum dated 11/18/11 (revised after 11/15 UC) CWA Letter to Mayor Haggerton dated 11/4/11 CWA Memo Documentation of 2012 Member Charges Amended and Restated Interlocal Contract Minutes from the Utilities Committee meetings of 11/15/11 12/05/11 1 291 292 City of Tukwila Jim Haggerton, Mayor INFORMATIONAL MEMORANDUM TO: Mayor Haggerton UTILITIES COMMITTEE FROM: Bob Giberson, Public Works Director q4 DATE: November 18, 2011 (Revised after 11115 Utilities Committee meeting) SUBJECT: Cascade Water Alliance Interlocal Contract Amendment ISSUE The Cascade Water Alliance Board has adopted Resolution 2011 -17 to amend the 2004 Amended and Restated Interlocal Contract. This Contract is to be further ratified by each of the member agencies. BACKGROUND The Tukwila Water Utility receives its wholesale water supply as a member of the Cascade Water Alliance (CWA). The initial Interlocal Agreement was first signed in 1999. Since then Cascade's administrative needs have changed. Members pay administrative dues based on the number of Cascade Equivalent Residential Units (CERUs) they serve. The economic slowdown in the region's growth has affected forecasts anticipated among the growth agencies. This has caused the revenue from the Regional Capital Facilities Charge (RCFC) to be materially below forecasts. In response to the overall CWA revenue model, an equity redistribution and reallocation was completed to maintain member parity so that member costs are more stable and less likely to be affected by future new water surcharges. DISCUSSION The Board of Directors of CWA which represents the 8- member agencies has unanimously voted to make changes in the Interlocal Agreement. Section 4.7 of the Amended and Restated Interlocal Contract (second paragraph) is to be amended in the following format: Each Member must pay annual dues to defray part or all of Cascade's administrative costs based on the number of CERUs served by its water system, regardless of water usage or capacity, and regardless of whether those units are served by the Supply System or by Independent Supply. Total administrative dues collected from all Members may not exceed the greater of $1,000,000 oF 5 9% of Cascade's annual revenue requirement less debt revise This limit may be amended in the budget by a 65% Dual Maioritv Vote of the Board. The Board may establish minimum annual dues per Member and may provide that less than all of the Member's CERUs be taken into account in establishing dues. From the 9% annual revenue requirement and the CERU reallocation, Tukwila's administrative dues will increase from $69,895.00 to $126,558.00, or an increase of $56,663 (Table 4, page 4, of attached Cascade memorandum). Adding some perspective, Tukwila's annual expense, including administrative dues, conservation fees, and water demand charges was $2,010,047.00 in 2011 and will be $2,198,189 in 2012 representing a 9.4% increase. RECOMMENDATION The Council is being asked to approve the Amended and Restated Interlocal Contract with Cascade Water Alliance and consider this item at the November 28, 2011 Committee of the Whole meeting and subsequent December 5, 2011 Regular Meeting. Attachments: CWA Letter to Mayor Haggerton dated 11 -4 -11 Memo Documentation of 2012 Member Charges Amended and Restated Interlocal Contract W: \Shared Copy Only \TC -UC \Info CWA Amended Interlocal 11- 18- 11.docx 293 [P•.I November 4, 2011 SE 8` "Street Suite 4417 Be3ievue_ VVA 98004 Phone: 425.453.0930 Far.: 425.453.0953 Vvebsiie wwovcascadewate;.org 295 Jim Haggerton Mayor City of Tukwila Board of Directors 6200 Southcenter Boulevard Chair Tukwila, WA 98188 Lloyd Warren Comm =ss one- Sammamish PiateaL Dear Mayor Haggerton: Ijater Sev fer District Vice chair At its regular meeting on October 26, 2011, the Board of Directors of the Cascade John r ar Redmond r ?ayor: City of Rst,tf Water Alliance unanimous) adopted Resolution No. 2011 -17 for the u ose of y p purpose adopting an Amended and Restated Interlocal Con tract. A copy of the Board's ecretaryr`Treasurer Jinn Haggerton approval Resolution is enclosed. Ilklayor, City of Tukwila Grant Degginger Adoption of the Amended and Restated Interlocal Contract is a two -step process. Coundimcmber, City of Once adopted by a 65% Dual Majority Vote of the Board, amendments to the Bellevue Interlocal Contract must be ratified by 65 as measured by Dual Majority Vote of David Knight the Members' legislative authorities, within one hundred and twenty (120) days. er "m'S'ia "er: Cev €notch `Nate- District Cascade relied upon the amended language in establishing its 2012 Rates and p g Charges, therefore, we respectfully request that your legislative authorities ratify the °t r' r`"yer Cnuncil President, Cit o f Amended and Restated Interlocal Contract by December 31, 2011. Issaquah Penny sweet Also enclosed for presentation to, and ratification by your legislative body are two Deputy Mayor, City of originals of the Amended and Restated Interlocal Contract, dated October 26, 2011, Kirkland executed by Cascade. Once your legislative body has acted to ratify the Amended Jost Ault and Restated Interlocal Contract, please have both copies executed. Return one Cormn ssioner, Skyway W''at{ r Sevver District executed copy and the resolution or official action of your legislative body approving the agreement to Cascade. Once Cascade has received all the signature pages, which are being executed in counterparts, Cascade will send each Member a fully executed document. Chief Executive Officer There are a series of memorandum available that summarize the changes made to Chuck Clarke the Amended and Restated Interlocal Contract, as well as other actions taken by the Board on October 26, 2011, related to Cascade's Rates and Charges. If these documents would be useful in providing your legislative body with additional background on the nature of the amendments, please let me know and I will provide any additional material you require. SE 8` "Street Suite 4417 Be3ievue_ VVA 98004 Phone: 425.453.0930 Far.: 425.453.0953 Vvebsiie wwovcascadewate;.org 295 296 6� /,�`e CA S CA D E MEMORANDUM WATER ALLIANCE DATE: October 25, 2011 TO: Cascade Member Agencies FROM: Ed Cebron, Economist SUBJECT: Documentation of 2012 Member Charges A key product of Cascade's budget process is an established set of Member Charges for the upcoming year. With the adoption of a biennial budget in 2010, the rate setting process for 2012 focuses on introduction of actual 2010 data for Member customer base and demands. In addition, this summary reflects the results of structural changes in member charges based on a year -long review of member equity. The charges contained in this summary are based on Board approval of the recommended package of actions on October 26, 2011 and contingent on subsequent ratification by Member legislative bodies. The 2012 revenue increase (prior to adjustments) is set at 6.0% by prior Board action. After adjustments, the year -to -year increase in revenues is 3.2 Cascade Eauivalent Residential Units (CERUs) Discussed in the Interlocal and the RCFC Methodology, the CERU is one of the key metrics that Cascade uses to allocate costs to its Members. It is relevant in several ways: Administrative Dues are based on projected January 1�` CERU counts, and are expressed in terms of a charge per CERU. Members pay Administrative Dues based on the number of CERUs that they serve. With the package of member charge revisions, the contractual limit on administrative dues is increased from 5% of revenue requirements net of debt service to 9% of total revenue requirements. For 2012, the charge is below this limit. Conservation Charges are also based on projected January 1'` CERU counts, but have historically been discounted for Members that are not within the 15 -year supply commitment horizon. In 2008, Cascade made the policy decision to phase out this discounting by 2012. Effective with the 2012 fiscal year, all members make fully proportional payments toward conservation based on CERU counts. The 2012 Conservation Charge includes a revision to the applicable costs which derived from the member equity review. Roughly $100,000 of conservation program salaries were removed from the administrative budget and assigned to the conservation program for rate setting purposes. New Water Surcharges expire at the end of 2011, and are not a part of the 2012 member charge structure. However, reconciliation of historical years continues, with 2012 charges reflecting adjustments based on 2010 usage. This will continue in 2013, with adjustments based on 2011 actual usage. Beginning in 2014, there would be no further reconciliation adjustments related to New Water Surcharges. Demand Share Charges are initially based on a rolling three -year demand history and adjusted for CERU growth occurring between the midpoint of the three -year period and the most recent actual data available. Because Demand Share Charges account for the majority (roughly 80% to 90 of Cascade's rate revenue, the Rate Methodology explicitly establishes a Demand Share calculation that is solely based on actual historical data. Per Table 1 of the RCFC Methodology, CERU counts are based on an inventory of water meters and flow equivalency factors established by the American Water Works Association. Table 1 summarizes the calculation of CERUs based on water meter counts as of 12/31/09 and 12/31/10: 297 Table 1: CERU Calculations Water Meter Size 3/4" 1" 1 -1/2" 2 3 4" 6" 8" 10" Total Number of Meters Total Number of CERUs Water Meter Size 3/4" 1" 1 -1/2" 2 3 4" 6 8" 10" Total Number of Meters Total Number of CERUs 1.0 32,648 15,971 5,033 10,659 13,608 2.5 3,529 103 438 1.0 32,692 16,129 5,127 10,712 13,900 14,916 3,144 1,261 97,881 2.5 3,545 105 439 503 808 485 111 268 6,264 5.0 2,149 77 410 519 1,264 752 31 328 5,530 8.0 956 38 264 328 632 133 12 182 2,545 16.0 160 23 24 32 65 22 8 34 368 25.0 80 3 10 10 68 6 0 27 204 50.0 29 0 5 0 11 0 0 18 63 80.0 6 0 0 0 5 0 0 10 21 115.0 1 0 0 0 0 0 0 3 4 1.0 32,648 15,971 5,033 10,659 13,608 2.5 3,529 103 438 516 804 5.0 2,129 76 404 520 1,262 8.0 945 38 262 321 631 16.0 156 18 23 30 63 25.0 77 3 8 10 68 50.0 29 0 4 0 11 80.0 6 0 0 0 5 115.0 1 0 0 0 0 345 1s'2U9 6.T L2.05!i SPW pY TukW la total 14,771 3,146 1,392 97,228 484 111 315 6,300 750 32 334 5,507 132 11 192 2,532 22 8 36 356 6 0 26 r 198 0 0 18 62 0 0 9 20 0 0 3 4 It is worth noting that the water meter and resulting CERU counts shown in Table 1 reflect several adjustments to the meter counts reported by Members on the Member Data Form. Section 2.2 of the RCFC Methodology explicitly states that fire sprinkler and exempt/deduct meters are not counted as CERUs because they do not increase system demand. Section 2.3 requires Members to report total connected CERUs to Cascade on a quarterly basis for the purpose of collecting RCFCs for this reason, meters that are not actually connected to the water system are not counted as CERUs either (they will be counted once they are connected to the system). Several Members (Redmond, Sammamish Plateau Water Sewer District, and Skyway Water Sewer District) reported some combined domestic /fire meters. These meters are generally 1 -inch meters that were oversized from 3/4 -inch meters to provide fire flow capacity —these meters are included in Table 1 as 3/4 -inch meters and assigned 1 CERU per meter. Because the City of Kirkland does not impose charges on irrigation (sprinkler) meters based on meter size, it has a limited amount of data available regarding the size of its irrigation meters. It was able to develop an approximate breakdown by size for 12/31/09 based on a sampling of its irrigation meters Table 1 uses the same proportionality to estimate a breakdown for 12/31/10. 3/4" 230 232 1" 62 63 1 -1/2" 78 79 2" 76 77 Table 2 summarizes the CERU growth projections assumed for 2012: 2 M•: Table 2: CERU Proiections by Member Total The distribution of estimated 2012 growth between Members is broadly based on year -to -date growth through 9 months of 2011, extrapolated to a full year projection. In addition: The CERU count at the beginning of 2012 reflects a shift of 196 CERUs from Redmond to Kirkland resulting from an annexation of the Kingsgate area effective June 1, 2011. Sammamish Plateau has a request in process to serve the Overdale service area, which contains 153 homes. It is assumed that this service is formally accepted for the 2012 service year. These are added to the District's total CERUs. Administrative Dues Administrative Dues are imposed on Members to recover the various administrative costs that Cascade incurs in its day to -day operations examples of relevant expenses include salaries and benefits of administrative personnel, office space rental, and public process. Members pay Administrative Dues annually, according to the number of Cascade Equivalent Residential Units (CERUs) that they serve and the prevailing Administrative Dues rate per CERU. The Administrative Dues rate is generally derived for a given year by dividing that year's projected administrative expenses by the number of CERUs at the end of the prior year (for example, the 2012 Administrative Dues rate is based on the projected 2011 year -end CERU count, which is assumed to be the same as the CERU count as of January 1, 2012). Cascade policy imposes constraints on the amount that Cascade can collect in Administrative Dues annual collections are limited to nine percent of the Member Charge revenue requirement. Given these requirements, Table 3 shows the derivation of the 2012 Administrative Dues rates: Table 3: Derivation of 2012 Administrative Dues AdministMtive Dues Rate Calcula Projected Administrative Expenses: CERU Growth Forecast MGM r amm 930,791 Bellevue 66,553 187 0 66,739 Covington WD 17,524 197 0 17,720 Issaquah 11,271 158 0 11,429 Kirkland 17,951 57 196 18,204 Redmond 30,986 318 (196) 31,108 Sammamish Plateau WSD 21,455 205 153 21,813 Skyway WSD 3,801 6 0 3,807 Tukwila 8,291 3 0 8,294 Total The distribution of estimated 2012 growth between Members is broadly based on year -to -date growth through 9 months of 2011, extrapolated to a full year projection. In addition: The CERU count at the beginning of 2012 reflects a shift of 196 CERUs from Redmond to Kirkland resulting from an annexation of the Kingsgate area effective June 1, 2011. Sammamish Plateau has a request in process to serve the Overdale service area, which contains 153 homes. It is assumed that this service is formally accepted for the 2012 service year. These are added to the District's total CERUs. Administrative Dues Administrative Dues are imposed on Members to recover the various administrative costs that Cascade incurs in its day to -day operations examples of relevant expenses include salaries and benefits of administrative personnel, office space rental, and public process. Members pay Administrative Dues annually, according to the number of Cascade Equivalent Residential Units (CERUs) that they serve and the prevailing Administrative Dues rate per CERU. The Administrative Dues rate is generally derived for a given year by dividing that year's projected administrative expenses by the number of CERUs at the end of the prior year (for example, the 2012 Administrative Dues rate is based on the projected 2011 year -end CERU count, which is assumed to be the same as the CERU count as of January 1, 2012). Cascade policy imposes constraints on the amount that Cascade can collect in Administrative Dues annual collections are limited to nine percent of the Member Charge revenue requirement. Given these requirements, Table 3 shows the derivation of the 2012 Administrative Dues rates: Table 3: Derivation of 2012 Administrative Dues AdministMtive Dues Rate Calcula Projected Administrative Expenses: Salaries Benefits 1,001,204 930,791 Professional Services 659,500 647,500 Communications Intergovernmental 727,000 617,000 Office Rent 124,000 126,000 Other Administrative Expenses 219,900 211,900 Operating Budget Contingency 200,000 200,000 Total 2,931,604 2,733,191 Administrative Dues Revenue Cap 1,444,763 2,915,663 Projected CERU Count as of January 1 177,829 179,113 Administrative Cost per CERU 16.49 15.26 Administrative Dues Rate per CERU The administrative expenses shown reflect a re- assignment of labor costs related to the conservation program out of the administrative budget, estimated at $100,000. Table 4 shows the projected 2012 Administrative Dues payment for each Member: 299 Table 4: Proiected 2012 Administrative Dues Pavments by Member Administ Dues T Fig Bellevue Covington WD Issaquah Kirkland Redmond Sammamish Plateau WSD Skyway WSD Tukwila Total Conservation Charges 539,117 140,921 90,583 146,818 251,439 17S,041 30,949 69,895 1,018,414 270,403 174,395 277,784 474,696 332,855 58,086 126,558 Conservation Charges were introduced in 2005 as a means of recovering the costs of Cascade's conservation program. Like Administrative Dues, Conservation Charges are imposed on Members on a CERU basis. Table 5 shows the derivation of the Conservation Charge for 2012: Table 5: Derivation of 2012 Conservation Charges Conserva Char Ra Calc ulation Projected Conservation Expenses: Bellevue Salaries Benefits 116,645 220,145 Rebates 825,000 825,000 Fixture Replacement Supplies 90,000 90,000 Audits 30,000 30,000 Communications Public Information 175,000 175,000 Other 46,000 46,000 Total 1,282,645 1,386,145 Applicable Number of CERUs 177,829 179,113 Conservation Charge per CERU The 2012 conservation expenses reflect the addition of related conservation program labor that had been previously budgeted under administrative expense. Given the proposed Conservation Charge rates discussed above, Table 6 shows the projected 2012 payments for each Member: Table 6: Proiected 2012 Conservation Charge Pavments by Member QQnservation Charms Bellevue 482,150 516,491 Covington WD 116,578 137,136 Issaquah 81,011 88,445 Kirkland 131,304 140,879 Redmond 224,870 240,743 Sammamish Plateau WSD 156,545 168,809 Skyway WSD 27,679 29,458 Tukwila 62,510 64,184 Total difference in total due to rounding New Water Surcharges The New Water Surcharge expires on December 31, 2011 and does not apply for 2012. However, there remains a reconciliation adjustment in 2012 and 2013 for all members subject to the New Water Surcharge. The calculation of New Water Surcharges for a given budget cycle requires an estimate of wholesale water demand for that year Cascade must reconcile each Member's payments when their actual demand data is available. There is 4 1 1� generally a two -year lag in this reconciliation. For example, actual 2010 demands were not available until a few months into 2011- the information is available in time for the 2012 Budget, two years after the 2010 New Water Surcharges were actually paid. Table 7 reconciles the 2010 New Water Surcharges: Total 1 11,928,186 1,882,964 1,412,223 2,695,978 (1,283,756) For 2010, actual demands for Kirkland and Redmond had been adjusted to reflect the transfer of 52 customers in the Bridle Trails area from Redmond to Kirkland, shifting 5,204 ccf of demand from Redmond to Kirkland. For this reconciliation, the related data revision was reversed to reconcile actual usage to the appropriate agency. Demand Share Charges The Demand Share Charge recovers costs that are not otherwise recovered through the other Member Charges or other sources of revenue, and is computed by dividing the Demand Share cost basis by the number of Demand Shares. A member's Demand Share in a given year is based on a three -year rolling average -the 2012 calculations are based on data from 2008 -2010, since 2012 rates are determined in 2011. Each member's Demand Share is initially established as the greater of: Average daily demand (in mgd) from Cascade during the peak season (June September) Average daily demand (in mgd) from Cascade for the entire calendar year To account for the lag factor from using a three -year rolling average, this basis is adjusted to reflect relative growth in customer bases. Based on CERU counts, each Member's adjustment is computed from the midpoint of the three -year period to the most recent data available. The 2012 adjustment can be expressed as follows: Midpoint Adjustment 2011 CERU Count (CERUs as of 12/31/10) 2009 CERU Count (CERUs as of 12/31/08) The Demand Share is calculated by multiplying the Demand Share basis defined above by the midpoint adjustment. Table 8 summarizes the 2012 Demand Share calculations (more detailed calculations are attached as an appendix): Table 8:2012 Demand Share Calculations Bellevue Covington WD Issaquah Kirkland Redmond Sammamish Plateau WSD Skyway WSD Tukwila Table 7: Reconciliation of 2010 New Water Surchames 5.1984 14.3% 6.5158 17.9% 20.3121 54.6% 0.0000 New Water 0 New 5.3359 20 New .w Water Surcharge Water Actual 2010 Actual New Surcharge Water Charges Water Surcharge Impo Bellevue 6,339,344 6,727,553 388,209 291,157 1,080,684 (789,528) Issaquah 282,165 282,165 211,624 276,969 (65,345) Kirkland 1,467,881 1,679,781 211,900 158,925 329,507 (170,582) Redmond 1,152,275 1,901,747 749,472 562,104 867,808 (305,704) SPWSD 251,217 251,217 188,413 141,010 47,403 Skyway WSD 349,165 165,794 Tukwila 1,375,836 919,928 Total 1 11,928,186 1,882,964 1,412,223 2,695,978 (1,283,756) For 2010, actual demands for Kirkland and Redmond had been adjusted to reflect the transfer of 52 customers in the Bridle Trails area from Redmond to Kirkland, shifting 5,204 ccf of demand from Redmond to Kirkland. For this reconciliation, the related data revision was reversed to reconcile actual usage to the appropriate agency. Demand Share Charges The Demand Share Charge recovers costs that are not otherwise recovered through the other Member Charges or other sources of revenue, and is computed by dividing the Demand Share cost basis by the number of Demand Shares. A member's Demand Share in a given year is based on a three -year rolling average -the 2012 calculations are based on data from 2008 -2010, since 2012 rates are determined in 2011. Each member's Demand Share is initially established as the greater of: Average daily demand (in mgd) from Cascade during the peak season (June September) Average daily demand (in mgd) from Cascade for the entire calendar year To account for the lag factor from using a three -year rolling average, this basis is adjusted to reflect relative growth in customer bases. Based on CERU counts, each Member's adjustment is computed from the midpoint of the three -year period to the most recent data available. The 2012 adjustment can be expressed as follows: Midpoint Adjustment 2011 CERU Count (CERUs as of 12/31/10) 2009 CERU Count (CERUs as of 12/31/08) The Demand Share is calculated by multiplying the Demand Share basis defined above by the midpoint adjustment. Table 8 summarizes the 2012 Demand Share calculations (more detailed calculations are attached as an appendix): Table 8:2012 Demand Share Calculations Bellevue Covington WD Issaquah Kirkland Redmond Sammamish Plateau WSD Skyway WSD Tukwila 2012 Sh re o #T�rat 19.7 900 0.0000 1 0.0% 0.9412 2.6% 5.1984 14.3% 6.5158 17.9% 20.3121 54.6% 0.0000 0.0% 1.0359 2.8% 5.3359 14.4% 6.9109 18.6% 0.4232 1.1% 0.4260 1.1% 2.7244 7.3% 2012 Sh re o #T�rat 19.7 900 0.0000 1 0.0% 0.9412 2.6% 5.1984 14.3% 6.5158 17.9% 1.0000 I 2.7% 1 0.4010 I 1.1% 2.5865 7.1% Wli. The Demand Share calculation summarized in Table 8 incorporates the transfer of 248 CERUs from Redmond to Kirkland through two annexations (52 CERUs from the Bridle View area and 196 CERUs from the Kingsgate area). For the purpose of computing 2012 Demand Shares, both the historical demands and CERU counts are adjusted to reflect the transfer. 301 Historical demands are adjusted using Cascade's standard CERU demand assumptions (241 gpd of average day demand; 371 gpd of peak season demand). For Issaquah and Sammamish Plateau, minimum demand shares of 0.75 and 1.00, respectively, have been set by Board action, and the above table reflects these minimums when applicable, while the appendix also illustrates calculated demand shares based on historical usage. Table 9 shows the Demand Share Charge calculation for 2012: Table 9: Derivation of 2012 Demand Share Charge Dem and Share Charge Calculation Total Prior -Year Member Charge Revenue Excluding RCFCs $28,832,552 $30,562,505 Planned Member Charge Revenue Adjustment 6.00% 6.00% Projected Member Charge Revenue $30,562,505 $32,396,255 Less: Projected Administrative Dues 1,444,763 2,733,191 Less: Projected Conservation Charges 1,282,645 1,386,145 Less: Projected New Water Surcharges 2,220,211 0 Demand Share Cost Basis $25,614,886 $28,276,919 Projected Demand Share Basis 37.1662 36.4329 Demand Share Charge Corresponding Charge Per Demand Share Table 10 shows the Demand Share Charge payments for each Member. Table 10: 2012 Demand Share Charees By Member Demand Share Charts Bellevue Covington WD Issaquah Kirkland Redmond Sammamish Plateau WSD Skyway WSD Tukwila Total Existing 2011 2012 JLT6 t51; T I.Pa went 13,999,098 713,913 3,711,447 4,727,490 291,661 293,634 1,877,642 Table 11 summarizes the 2012 Member Charges for each Member: 15, 359, 764 730,481 4,034,694 5,057,142 776,136 311,256 2,007,447 Table 11: Summary of 2012 Member Charges ICovin¢ ton Water District I 140,921 1 5 116.578 1 5 1 1 5 257,499 1lssaquah 1 90,583 1 81,011 1 S 277,324 1$ 713.913 1 5 1.162,831 1 1Kirkland 1$ 146,818 1$ 131,304 1 S 323,218 1 S 3.711,447 1 5 4.312,787 1Redmond 1 251,439 1 224,870 1 710,794 1 4,727,490 1 5 5,914,593 ISammamish Plateau WSD 1 175,041 1 156,545 1 190,323 1 S 291.661 1 5 813,570 Skyway Water Sewer I 30,949 27,679 I 293,634 I 352,262 District Tukwila 69,895 1 62,510 1 I 1,877,642 1 2,010,047 0. I Bellevue 1Covington Water District Ilssaquah 1Kirkland IRedmond ISammamish Plateau WSD Skyway Water Sewer District I$ 1,018.414'5 1 S 270.403 1 5 1 174.395' I 277,784 1 1 474.696 1 332.855 1 58,086 516,491 I 137,136 1 88,445 1 140,879 I 240,743 1 168,809 1 29,458 I 1 $15.359,764 I $16,894,670 I 1 5 1 407,539 1 1 730.481 1 S 993,320 1 1 4,034,694 I 4,453,356 1 S 5.057,142 1 5,772,581 1 1 S 776.136 1 1,277,800 1 PJ 7.3% 58.3% -14.6% 3.3% -2.4% 57.1% Member Total With Charge justments (200,084)l $15,538,833 1$ 1 5 257,499 1 1 66.895 1 5 1,229,726 1 1 5 (3,552)1 5 4.309,235 1 1 (59,294)1 5,855,299 1 1 (213,854)1 599,716 1 I 352,262 2,010,047 Member Total With Increase Charge Adjustments 2011 Over Charges Adjustments (789,528)1 $16,105,142 1 3.6% 1 1 407,539 1 58.3% 1 1 (65,345)1 927,974 1 -24.5% 1 1 (170,582)1 4,282,775 1 -0.6% 1 1 (305,704)1 5,466,877 1 -6.6% 1 1 47,403 1 1,325,203 I 121.0% 1 I 398,800 13.2% 2,198,189 9.4% 302 0)Cil R'a 0)" R'd O1 (N N 00 N l0 N O M O (7) m oq O n O w D a/ O 0 1, of 00 00 0 w O N VI N E N N C N N m N O 0 a) l R w n O Ql O Q Ln 0 r O O 7 m E m x m 75 m n 2' N O N O U V m m o n oo m Ln m C V O V1 L D Ql Ol Ol cn r-4 wo •--I N oo N VI Ln N M W ID Q1 iD O n 00 a0 N ul O oo oo O 4 00 N Il (7) m O ao O n oo ri a/ O ai N N of C c 00 N O N VI N E N N a 0 L Ln N Q O O v a) l R n O f0 Ql 7 C C O O N 0 I� L oo E y to 7 E E x O 75 m n 2' N O N O U V m m �o oo m m ui 0 m V oo L ca oo m o v O N 01 m r i O V A\ N M m N c1 v Q> n 0 c Q) C O O C O Q a E (n U v o to 3 in E E E r LL ll ll N VI Ln N M W ID Q1 iD O n 00 a0 N ul O oo oo O 4 E m E m m a/ O Q N N C c O O N VI N E N N a 0 L 0• 3 Q N E U U DD f0 y 7 C C O Q L Q U U U 0 3 L o N— E y p w w m U U— 7 E E x O o C Q m n 2' N O N O U r- 303 After recording, ret to: GordonDerr LLP 2025 First Avenue, Suite 500 Seattle, Washington 98121 (206) 382 -9540 WASHINGTON STATE RECORDER'S Cover Sheet (RCW 65.04) 1 DOCUMENT TITLES) (or transactions contained therein): INTERLOCAL CONTRACT REFERENCE NUMBER(S) OF DOCUMENTS ASSIGNED OR RELEASED: N/A Additional reference #s on page of document(s) GRANTOR(S) (Last name first, then first name and initials) Cascade Water Alliance/Members of Cascade Water Alliance Additional names on page of document GRANTEE(S) (Last name first, then first name and initials) Cascade Water Alliance/Members of Cascade Water Alliance Additional names on page of document LEGAL DESCRIPTION (abbreviated: i.e., lot, block, plat or section, township, range) N/A Additional legal is on page of document ASSESSOR'S PROPERTY TAX PARCEL /ACCOUNT NUMBER N/A Asse ssor Tax no ey t as 304 INTERLOCAL CONTRACT Amended and Restated October 26, 2011 Cascade Interlocal Contract i Amended and Restated October 26, 2011 305 TABLE OF CONTENTS ARTICLE1. AGREEMENT ..............................1 ARTICLE2. DEFINITIONS ..............................1 ARTICLE 3. FORMATION OF ENTITY; PURPOSE AND POWERS 7 Section3.1 Formation ..............................7 Section3.2 Membership 7 Section 3.3 Conversion to Municipal Corporation Status ..............................9 Section3.4 Purposes ..............................9 Section3.5 Powers .............................10 ARTICLE 4. ORGANIZATION STRUCTURE; BOARD .............................11 Section 4.1 Composition, ByLaws and Meetings .............................11 Section 4.2 Powers of the Board .............................12 Section4.3 Voting .............................12 Section 4.4 Officers and Committees .............................12 Section 4.5 Executive Committee .............................13 Section 4.6 Staff, Consultants and Contractors .............................14 Section 4.7 Budget; Dues; Financial Management .............................14 ARTICLE 5. ASSET DEVELOPMENT AND SUPPLY COMMITMENT .............................15 Section 5.1 Property Acquisition, Ownership and Disposition .............................15 Section5.2 Supply Commitment .............................16 Section 5.2.1 Commitment to Members .............................16 Section 5.2.2 Additional Rules for Members Retaining Independent Supply .....................18 Section 5.2.3 Additional Rules for Source Exchange .............................19 Section5.3 Financing of Assets 20 Section5.3.1 Issuance of Bonds .............................20 Section 5.3.2 Pledge of Revenues 21 Section 5.33 Continuing Discl osure .............................23 Section 5.3.4 Preservation of Tax Exemption for Interest on the Bonds .............................23 Cascade Interlocal Contract Amended and Restated October 26, 2011 OR Section 5.3.5 Additional Certificates 23 Section 5.4 Supply Expansions and System Extensions .............................23 Section 5.5 Regional Capital Facilities Charges 24 Section 5.6 Transfer Upon Mergers, Consolidations and Assumptions 26 ARTICLE 6. NEW INDEPENDENT SUPPLY 27 ARTICLE7. ASSET MANAGEMENT .............................27 Section 7.1 Supply System Management .............................28 Section7.2 Conservation Section 7.3 Shortages and Emergency .............................29 Section7.3.1 Shortages 29 Section7.3.2. Emergency Section7.4 Water Quality .............................30 Section 7.5 Water Supply Rates and Charges 31 Section 7.6 New Water Surcharge .............................3 Section 7.7 Franchises and Easements 33 Section 7.8 Sales of Water to Non Members .............................33 Section 7.9 Payment Procedures; Default; Step -Up Provisions 34 Section 7.9.1 Invoice and Payment 34 Section7.9.2 Default and Step- Up 35 ARTICLE8. PLANNING .............................36 Section8.1 Water Supply Plan 36 Section 8.2 Watershed Management Plan 37 Section 8.3 System Reliability Methodology .............................37 ARTICLE9. FILINGS .............................37 ARTICLE 10. DURATION AND DISSOLUTION; WITHDRAWAL 37 Section10.1 Duration 38 Section10.2 Withdrawals .............................38 Section10.3 Dissolution 40 Section10.4 Successor Entity 40 ARTICLE11. AMENDMENTS 41 ARTICLE 12. APPLICABLE LAW AND VENUE .............................41 Cascade Interlocal Contract Amended and Restated October 26, 2011 307 ARTICLE 13. NO THIRD PARTY BENEFICIARIES 41 ARTICLE14. SEVERABIL TTY 41 ARTICLE15. ENTIRE AGREEMENT 42 ARTICLE16. EXECUTION .............................44 Cascade Interlocal Contract iv Amended and Restated October 26, 2011 1: CASCADE WATER ALLIANCE INTERLOCAL CONTRACT Recitals WHEREAS, the Cascade Water Alliance, an intergovernmental organization created by Interlocal Contract effective April 1, 1999 (as amended July 2000 and November 2002) to further the interests of its Members with respect to water supply and to work cooperatively with other water supply entities in the region; and WHEREAS, Members of the Cascade Water Alliance have determined to amend the Cascade Water Alliance's Interlocal Contract to better facilitate the purpose of the Cascade Water Alliance; NOW, THEREFORE, it is agreed as follows: .ARTICLE 1. Agreement The Cascade Interlocal Contract, effective April 1, 1999, and entered into under authority of the Interlocal Cooperation Act, Chapter 39.34 RCW is amended and re- stated as provided herein. ARTICLE 2. Definitions "Asset Transfer Agreement" means an agreement between Cascade and a Member by which the Member transfers title to Water Supply Assets to Cascade, with or without monetary consideration, to be operated and maintained as part of the Cascade Water System. "Authorized Issuer" means either: (a) Cascade (or a successor entity); or (b) a Member or other entity authorized to issue Bonds for the benefit of Cascade approved by Resolution of the Board. "Board" means the Board of Directors of Cascade. Cascade Interlocal Contract 1 Amended and Restated October 26, 2011 309 "Bonds" means short-term or long -term bonds, notes, warrants, certificates of indebtedness, or other obligations issued by, or on behalf of Cascade. "ByLaws" means the ByLaws of Cascade, as adopted and amended by the Board. "Cascade" means Cascade Water Alliance. "Cascade ERUs" "CERUs means equivalent residential units, calculated according to the Regional Capital Facilities Charge Methodology. "Cascade Source Exchange Program" means a program adopted by Resolution of the Board for the replacement of all or a portion of a public water systems existing water supply to benefit stream flow and fish without serving growth or increasing that system's water supply. A program utilizing Lake Tapps Water Supply shall include the terms and conditions for source exchange contained in the Lake Tapps' Water Right Report of Examination. "Cascade Source Exchange Program Agreement" means an agreement between Cascade and a Member or another public water supplier to implement the Cascade Source Exchange Program. "Cascade Supply Date" means the date for the Founding Members and each new Member, established by Resolution of the Board, upon which Cascade undertakes a Supply Commitment. "Contract" means this Cascade Water Alliance Interlocal Contract. "Demand Share" means either a Member's current share of water provided through the Supply System, or estimated share of water to be provided through the Supply System, Cascade Interlocal Contract -2- Amended and Restated October 26, 2011 310 whether Full Supply or Interruptible Supply, expressed in millions of gallons per day. Demand Share is calculated according to the Rate Calculation Methodology. "Dual Majority Vote" means Board approval of a proposal on the basis of a simple majority of all Members, allowing one vote per Member, together with a simple majority of all Members on the basis of each Member's Weighted Vote. A "simple majority" means a majority of all Members of Cascade, not just the Members present and voting. 11 65% Dual Majority Vote" means Board approval of a proposal on the basis of a 65% supermajority of all Members, allowing one vote per Member, together with 65% supermajority of all Members on the basis of each Member's Weighted Vote. A supermajority" means 65% of all Members of Cascade, not just the Members present and voting. "Founding Member" means the City of Bellevue, Covington Water District, the City of Issaquah, the City of Kirkland, the City of Redmond, Sammamish Plateau Water and Sewer District, Skyway Water and Sewer District, and the City of Tukwila. "Gross Cascade Revenue" means all of the earnings and revenues received by Cascade from any source whatsoever including but not limited to: (a) Member Charges; (b) revenues from the sale, lease or furnishing of other commodities, services, properties or facilities; (c) the receipt of earnings from the investment of money in any maintenance fund or similar fund; (d) and withdrawals from any rate reserve or rate stabilization fund or account. However, Gross Cascade Revenue shall not include: (a) principal proceeds of Bonds or any other borrowings, or earnings or proceeds from any investments in a trust, defeasance or escrow fund created to defease or refund obligations relating to the Water Supply System Cascade interlocal Contract -3- Amended and Restated October 26, 2011 311 (until commingled with other earnings and revenues included in Gross Cascade Revenue) or held in a special account for the purpose of paying a rebate to the United States Government under the Code; (b) taxes and other income and revenue which may not legally be pledged for revenue bond debt service; (c) improvement district assessments; (d) federal or state grants allocated to capital projects; (e) payments under Bond Insurance or other credit enhancement policy or device; (f) insurance or condemnation proceeds used for the replacement of capital projects or equipment; (g) earnings in any construction fund or bond redemption fund; (h) deposits to any rate reserve or rate stabilization fund or account; or (i) any revenues generated by any Independent Supply except those amounts that are payable to Cascade pursuant to this Contract or another interlocal agreement. "Independent Supply" or "Independent Supplies" means a Member's Water Supply Assets that are not part of the Supply System. "Member" or "Members" means one or more member agencies of Cascade. "Member Charges" means all payments that Cascade Members are required by this Contract to make to Cascade, including but not limited to all Rates and Charges, RCFCs, dues, assessments and other payments from Members. "Net Cascade Revenue" means Gross Cascade Revenue less Operations and Maintenance Costs. "Non- Member" means any person or agency that is not a party to this Contract. "Operations and Maintenance Costs" or "O &M Costs" means all expenses incurred by Cascade to operate and maintain the Supply System in good repair, working order and condition, including without limitation, payments made to any other public or private Cascade Interlocal Contract -4- Amended and Restated October 26, 2011 312 entity for water or other utility service. Except as approved by the Board, Operations and Maintenance Costs shall not include any depreciation, capital additions or capital replacements to the Supply System. "Rates and Charges" means the rates and charges (not including RCFCs) chargeable to each Member using the Rate Calculation Methodology plus any late payment or other charge that may be due. "Rate Calculation Methodology" means the method of setting Rates and Charges adopted by the Board in accordance with Section 7.5 "Regional Capital Facilities Charges" "RCFCs means the charges to each Member for new CERUs connected to that Member's water distribution system. "Regional Capital Facilities Charge Methodology" "RCFC Methodology means the method of determining the RCFCs adopted by the Board in accordance with Section 5.5. "Satellite Systems" means water supply facilities identified as such by the Board, including but not limited to facilities that serve a portion of a Member's customers but that are not part of the Member's main water system. "Seattle Contract Purveyor" or "Seattle Contract Purveyors" -means a Member that is or was a party to The City of Seattle Water Purveyor Contracts, Version A or Version B, dated November 1981 (as amended) executed prior to July 1, 1998. "Supply Commitment" means the obligation undertaken by Cascade, established by Resolution of the Board to supply water to a Member. With respect to Members, that Cascade Interlocal Contract -5- Amended and Restated October 26, 2011 313 obligation shall be characterized as "Full Supply Commitment," or an "Interruptible Supply Commitment" defined as follows: "Full Supply Commitment" for any or all of a Member's water needs means that those needs, as projected in the Member's lawfully adopted water supply plan, shall be met from the Supply System, net of independent supply and subject to the other limitations established in this agreement, on an equal parity with all other Full Supply Commitments, and with a guaranteed priority no lower than for any other Supply Commitment made by Cascade; provided that no Member is guaranteed any given amount of supply or capacity. "Interruptible Supply Commitment" means a supply of all or part of a Member's water needs from the Supply System on an as- available basis on a lower priority than any Full Supply Commitment. The Supply Commitment for a Member shall be defined by this Interlocal Contract, the terms and conditions of membership, and the Supply Commitment resolution. "Supply System" means the Water Supply Assets owned or controlled by Cascade. "Water Supply Assets" means tangible and intangible assets usable in connection with the provision of water supply, including without limitation, real property, physical facilities (e.g., dams, wells, treatment plants, pump stations, reservoirs, and transmission lines), water rights, capacity and/or contractual rights in facilities or resources owned by other entities, and investments in conservation programs and facilities. "Watershed Management Plan" means a plan adopted by Cascade for purposes of regional water supply, water transmission, water quality or protection, or any other water- related purpose, including but not limited to the plans identified in RCW 39.34.190(3). Cascade Interlocal Contract -6- Amended and Restated October 26, 2011 314 "Water Supply Plan" means the Cascade Regional Water Supply Plan (which may include the Cascade Watershed Management Plan) adopted by the Board as provided in Section 8.1 and 8.2. "Weighted Vote" means a vote in which each Member's vote is counted according to the Member's Demand Share, but no Member shall have a Weighted Vote of less than one. ARTICLE 3. Formation of Entity; Purpose and Powers Section 3.1 Formation. The Cascade Water Alliance was created on April 1, 1999 as a public body and an instrumentality of its Members, which exercises essential governmental functions on its Members' behalf as authorized by the Interlocal Cooperation Act (RCW 39.34). Cascade is incorporated under RCW 39.34.040(3) as a public nonprofit corporation in the manner set forth in RCW 24.03 or 24.06 and it may, with Board approval, be incorporated as a partnership in the manner set forth in RCW 25.04, or the Board may organize the form of Cascade in any other manner permitted by law. In addition to its status under any other applicable law, Cascade shall constitute a "watershed management partnership" as provided in Chapter 39.34 RCW. The Board may approve the filing of Articles of Incorporation or similar documents in connection with incorporating Cascade or organizing it in some other manner. Section 3.2 Membership. Subject to restrictions on future Cascade water rights, or to limitations upon water's place of use imposed by contract or permit, any municipal water utility serving within the Central Puget Sound Region may be admitted to Cascade. The decision to admit new Members rests with the sole discretion of the Board, which shall Cascade Interlocal Contract -7- Amended and Restated October 26, 2011 315 determine whether to extend a membership offer taking into consideration the audit findings, Cascade water resources, and any other factors the Board deems advisable. When a municipality applies for membership, Cascade shall conduct a water supply audit according to the methodology and within the period determined by the Board. Audit results shall be provided to the Board and to the applicant. If a membership offer is extended, it shall address the nature of the Water Supply Assets being transferred or retained and the "value" of those assets in terms of the calculation of an applicant's Demand Share, RCFCs and other matters relating to the rights and obligations of the applicant and Cascade, which must be recorded in the form that the Board determines and which will constitute, along with this Contract, the conditions under which an applicant becomes a Member of Cascade. An applicant for membership shall be admitted by adoption of a Resolution of the Board accepting the application for membership and incorporating the terms and conditions of membership. Each membership application must be accompanied by a nonrefundable application fee based on the cost of the audit and other costs related to the admission of a new Member or a request for new supply. The Board shall set the application fee for each applicant based on the estimated cost of processing the application, including the cost of the audit. As a condition of membership, each new Member admitted to Cascade shall, in addition to any other applicable fees, rates, charges or assessments, pay to Cascade the membership fee, as established by the Board. Cascade Interlocal Contract -8- Amended and Restated October 26, 2011 316 If an applicant's planning process or plans are materially out of compliance with the requirements of the Growth Management Act, the Board may condition an offer of membership upon the applicant's compliance with that act. Section 3.3 Conversion to Municipal Corporation Status. In accordance with Section 10.4, Cascade may be converted into a separate municipal corporation if, and as permitted by law. Upon the creation of such a separate municipal corporation, all Cascade rights and obligations and all Member rights an obligations under this Contract shall transfer to that new municipal corporation. Section 3.4 Purposes. Cascade's purposes include only those related to water resources, and do not include the provision of other general services to the public, and are to: a. provide a safe, reliable and high quality drinking water supply to meet the current and projected demands of Cascade Members serving the Central Puget Sound Region, and for non Members as determined by Cascade, and to carry out this task in a coordinated, cost effective, and environmentally sensitive manner; b. develop, contract for, manage, acquire, own, maintain and operate Water Supply Assets, including without limitation, surface water supplies, groundwater supplies, reclaimed water supplies, and other water supply resources as determined by the Board; c. contract with Seattle to transfer to Cascade and to modify Seattle's rights and duties with respect to Seattle Contract Purveyors; d. contract for, or assume certain contractual rights and duties related to the Tacoma Second Supply Pipeline project; e. purchase and provide water supply, transmission services, treatment facilities and other related services; f. provide conservation programs to promote the wise and efficient use of resources; g. carry out emergency water supply and shortage management programs for its Members when demands exceed available supply; Cascade Interlocal Contract -9- Amended and Restated October 26, 2011 317 I coordinate and plan cooperatively with other regional or local water utilities and other entities to maximize supply availability and to minimize system costs; develop a Water Supply Plan addressing the needs of its Members and develop a Watershed Management Plan serving the needs of its Members and Cascade itself and develop a regional water supply plan with other water providers as Cascade may find convenient or necessary to meet regional, state and federal planning requirements, and to take a leadership role in developing and coordinating those supply plans; j. share costs and risks among Members commensurate with benefits received; and k. carry out, or to further other water supply purposes that the Members determine, consistent with the provisions of this Contract. Section 3.5 Powers. To further its purposes, Cascade has the full power and authority to exercise all powers authorized or permitted under RCW 39.34 and any other laws that are now, or in the future may be, applicable or available to Cascade and to engage in all activities incidental or conducive to the attainment of the purposes set forth in Section 3.4 of this Contract, including but not limited to the authority to: a. acquire, construct, receive, own, manage, lease and sell real property, personal property, intangible property and other Water Supply Assets; b. operate and maintain facilities; c. enter into contracts; d. hire and fire personnel; e. sue and be sued; f. exercise the power or eminent domain (through its Members at their individual discretion, unless and until Cascade has that power under applicable law); g. impose, alter, regulate, control and collect rates, charges, and assessments, h. purchase and sell water and services within and outside the geographical boundaries of its Members; Cascade Interlocal Contract -10- Amended and Restated October 26, 2011 i. borrow money (through its Members or other entities at their individual discretion or as authorized by Chapter 39.34 RCW now or in the future), or enter into other financing arrangements; J. lend money or provide services or facilities to any Member, other governmental water utilities, or governmental service providers; k. invest its funds; 1. establish policies, guidelines, or regulations to carry out its powers and responsibilities; m. purchase insurance, including participation in pooled insurance and self insurance programs, and indemnify its Members, officers and employees in accordance with law; n. exercise all other powers within the authority of, and that may be exercised individually by all of its Members with respect to water supply, conservation, reuse, treatment and transmission, or any of the other purposes set forth in Section 3.4; o. exercise all other powers within the authority of, and that may be exercised individually by all its Members with respect to watershed planning and management; and p. exercise all other corporate powers that Cascade may exercise under the law relating to its formation and that are not inconsistent with this Interlocal Contract or with Chapter 39.34 RCW or other applicable law. ARTICLE 4. Organization Structure; Board Section 4.1 Composition, ByLaws and Meetings. Cascade is governed by a Board of Directors consisting of one individual representative appointed by Resolution of the Member's legislative authority. Members may similarly appoint Alternate Board Members. Each Board Member and each Alternate Board Member must be an elected official of the Member. Cascade Interlocal Contract Amended and Restated October 26, 2011 319 The Board shall adopt ByLaws consistent with this Interlocal Contract that specify, among other matters, the month of Cascade's Annual Meeting, Board powers and duties and those of the Executive Committee, Standing Committees, Officers and employees. The Board shall meet as required by the ByLaws, but not less than quarterly. Section 4.2 Powers of the Board. The Board has the power to take all actions on Cascade's behalf in accordance with voting provisions set forth in Section 4.3. The Board may delegate to the Executive Committee or to specific Cascade Officers or employees any action that does not require Board approval under this Contract. Section 4.3 Voting. All Board actions must be approved by Dual Majority Vote of all Members, except where this Contract requires either a 65% Dual Majority Vote, as provided in Sections 5.2, 5.5, 7.1, 7.3, 8.3, 10.3, 10.4, and Article 11; or ratification by the Members' legislative authority, as provided in Section 10.4 and Article 11. The Board may act by voice votes, as set forth in the ByLaws. Any Member may require a recorded tabulation of votes either before or immediately after a voice vote is taken. Although voting is, in part, based on Weighted Vote, the Members expressly agree that there is only one class of voting membership, and voting occurs within that single class. Any Member that has been declared to be in default of its obligations under this lnterlocal Contract by the Board shall lose its right to vote until the Board has declared the default to be cured. Section 4.4 Officers and Committees. Cascade Officers shall include a Chair, a Vice Chair, a Secretary and a Treasurer. The Chair serves as the chair of the Board (and may Cascade interlocal Contract -12- Amended and Restated October 26, 2011 320 be known as the "President if the ByLaws so designate) and performs those duties set forth in the ByLaws. The Vice Chair shall perform the duties of the Chair in the Chair's absence and shall perform other duties as set forth in the ByLaws. The Secretary shall be responsible for Cascade records and performs other duties as set forth in the ByLaws. The Treasurer shall be responsible for Cascade accounts and financial records and performs other duties as set forth in the ByLaws. Consistent with the provisions of this Contract, the Board may, in the ByLaws, establish additional Officers and set forth their duties. The Board may create and appoint Members to Standing Committees and special committees as it deems appropriate. Committee Members need not be elected officials or employees of Members, but Standing Committee Chairs must be Board Members or Alternate Board Members. Section 4.5 Executive Committee. The Chair, Vice Chair, Secretary, Treasurer and chairpersons of Standing Committees together constitute Cascade's Executive Committee. The Chair (or acting Chair) shall vote on matters before the Executive Committee only if necessary to break a tie. The Executive Committee's duties and responsibilities are set forth in the ByLaws. The Executive Committee shall not have the power to: a. approve any contract for a term longer than three years; b. approve any contract involving expenditure by, or revenue to Cascade in excess of such amounts and under such circumstances as set forth in the ByLaws; Cascade lnterlocal Contract 13- Amended and Restated October 26, 2011 321 C. retain or dismiss the chief executive officer or determine the chief executive officer's compensation; or d. take any actions expressly reserved to the Board by this Contract or the ByLaws. The Executive Committee shall have the authority, if necessary, to avoid default on any Bond, to withdraw from any capital reserve fund or rate stabilization fund, an amount equal to the amount necessary to avoid a default and to authorize payment of that amount to avoid default. Section 4.6 Staff, Consultants and Contractors. Cascade staff shall consist of a chief executive officer and other positions established by the Board. The Board shall appoint, designate the title of, and establish the compensation range of the chief executive officer. The Board shall hire or retain legal counsel and independent accountants and auditors for Cascade. The authority to hire other consultants may be delegated to the Executive Committee. The chief executive officer appoints persons to fill other staff positions, and those appointments may be subject to ratification by the Board or the Executive Committee if the ByLaws so provide. The Board may also provide that administrative, professional or technical services be performed by contract. Section 4.7 Budget; Dues; Financial Management. The Board must approve an annual budget determining Cascade's revenues and expenditures no later than sixty (60) days before the beginning of the fiscal year in which that budget will be in effect. The budget will be developed and approved according to a schedule established by the ByLaws. The budget must identify the levels of Member Charges on which revenue projections are based. The Board may amend the budget. Cascade lnterlocal Contract -14- Amended and Restated October 26, 2011 322 Each Member must pay annual dues to defray part or all of Cascade's administrative costs based on the number of CERUs served by its water system, regardless of water usage or capacity, and regardless of whether those units are served by the Supply System or by Independent Supply. Total administrative dues collected from all Members may not exceed 9% of Cascade's annual revenue requirement service. This limit may be amended in the budget by a 65% Dual Maiority Vote of the Board. The Board may establish minimum annual dues per Member and may provide that less than all of a Member's CERUs be taken into account in establishing dues. All Cascade books and records shall be open to inspection by the Washington State Auditor. ARTICLE 5. Asset Development and Supply Commitment Section 5.1 Property Acquisition, Ownership and Disposition. Cascade may construct, purchase, rent, lease, manage, contract for, or otherwise acquire and dispose of Water Supply Assets and other assets. Cascade may control and manage both the assets it owns and the assets that are owned by Members that have transferred control and management of those assets to Cascade. This Contract does not vest in Cascade any authority with respect to Members' other facilities or assets, such as Water Supply Assets retained by Members as Independent Supply. Subject to Cascade's agreement, a Member may transfer to Cascade its title to, or operational control and management of Water Supply Assets. Water Supply Assets may also be fully retained Members as Independent Supply, subject to the provisions of Article 6. At the discretion of the Board, Cascade may accept title to, or operational control and Cascade Interlocal Contract 15 Amended and Restated October 26, 2011 323 management of Water Supply Assets offered by Members or accept supply assets that constitute all or part of a Member's Satellite System(s). The Board may accept supply assets subject to the terms and conditions arrange between Cascade and the Member, based on the result of the audit process and mutual needs. Cascade may enter into Asset Transfer Agreements which shall provide for the terms and conditions of. (a) Cascade's operation of the transferred Water Supply Asset with respect to the Member transferring the asset; (b) Cascade's operation, maintenance and replacement of the Water Supply Asset as part of the Supply System; (c) return or disposition of the Water Supply Asset if Cascade terminates its existence or the Member withdraws; (d) continuation of service (if appropriate) to Members or former Members by the Member receiving the Water Supply Asset at reasonable rates and charges or payment to Cascade of the cost of replacing the Water Supply Asset; and (e) such other conditions as the Board and the Member agree upon. Members shall not be deemed to hold legal ownership rights in any Water Supply Assets owned by Cascade whether those Water Supply Assets have been developed by, purchased by, or transferred to Cascade, and regardless of the accounting treatment of RCFC payments and other payments made to Cascade. Section 5.2 Supply Commitment Section 5.2.1 Commitment to Members. Beginning on the Cascade Supply Date, Cascade shall provide a Fully Supply Commitment to each Founding Member. Thereafter, Cascade shall provide a Full Supply Commitment to meet all current and future water supply needs of a Member that joins with Water Supply Assets sufficient to provide for Cascade Interlocal Contract -16- Amended and Restated October 26, 2011 324 its needs during the following fifteen (15) years (whether or not those Water Supply Assets are transferred to Cascade or retained as Independent Supply) commencing on the Member's Cascade Supply Date. When a supply contract is negotiated with Seattle, any Member that is a Seattle Contract Purveyor shall relinquish its rights under its Seattle Water Purveyor Contract to Cascade and execute such documents as may be necessary to transfer those rights to Cascade. Cascade shall accept those rights and a corresponding obligation to provide a Fully Supply Commitment (net of Independent Supply). The approval of a contract with the City of Seattle providing for the initial acquisition of rights to substantial Water Supply Assets, and any material amendment to that contract, shall be effective upon a 65% Dual Majority Vote, Any Full Supply Commitment shall be subject to water shortages, to Cascade's ability to implement the Water Supply Plan, and to the portion of the Member's needs that can be served by the audited capacity of its Independent Supply. If the needed supply is not available, the shortage shall be shared by all the Members in accordance with Cascade's shortage management plan, except as otherwise provided in Section 5.5. Cascade is not obligated to provide water supply to service area expansions in or outside the urban growth boundary, unless Cascade agrees to such expanded service area. However, Cascade shall be obligated to provide water supply to the entire service area of each Member (as that service area is defined in terms under which the Member was admitted), whether or not some of that service area is within the Member's current jurisdictional boundaries and/or within the current urban growth boundary. Cascade is not obligated to provide increased water supply to any Cascade Interlocal Contract -17- Amended and Restated October 26, 2011 325 Member if it is determined that the Member's planning process or plans are materially out of compliance with the requirements of the Growth Management Act. A Member that joins with Water Supply Assets insufficient to provide for its needs for fifteen (15) years receives the Fully Supply it desires only if, when, and to the extent it is available within reliability standards determined by Cascade's system reliability methodology. If sufficient Full Supply is not available within reliability standards determined by Cascade's system reliability methodology, the Member receives partial Full or Interruptible Supply, and Full Supply must be provided within fifteen (15) years. Cascade shall then undertake to include in Cascade's Water Supply Plan, and to acquire the facilities or other assets necessary in the Board's determination to provide for that deficit. If Cascade fails to develop sufficient assets to timely provide the increased Full Supply, the commitment becomes a Full Supply Commitment at the end of that fifteen -(15) year period, and any shortage shall be shared by all Members in accordance with Cascade's shortage management plan. If multiple Members request new Full Supply, requests must be honored in the order received (i.e., in the order in which application is made accompanied by the application fee). With respect to new Members, requests for Full Supply "vest" no earlier than the date that membership is effective. In cases of conflict or ambiguity, the Board may determine the order of requests. Section 5.2.2 Additional Rules for Members Retaining Independent Supply. Whenever Cascade has a Supply Commitment to a Member that retains Independent Supply, Cascade shall provide Full Supply for all of that Member's water supply needs minus Cascade Interlocal Contract Amended and Restated October 26, 2011 326 the amount of water that an audit determines may be provided by that Member's Independent Supply. Members are not required to share shortages resulting from the loss or all or part of Independent Supply, although Cascade may make Interruptible Supply available to a Member that loses Independent Supply at prices that are consistent with the price of Interruptible Supply being made available to others at that time. Cascade may at any time and at its cost and expense carry out audits of a Member's Independent Supply. A Member requesting an additional Full Supply Commitment due to loss of Independent Supply shall make that request by Resolution of the requesting Member's legislative authority. When and as determined by the Board, the Member shall pay an amount equal to the RCFCs allocable to the number of CERUs that can be served by the replacement supply provided or to be provided by Cascade. Cascade shall then include the supply in its Water Supply Plan, and provide the supply when it becomes available, but in any event within fifteen (15) years. If, within fifteen (15) years the supply is not available, Cascade's commitment becomes a Full Supply Commitment and any shortage with respect to that supply must be shared by all the Members in accordance with the Shortage Management Plan, except as otherwise provided in Section 7.3. Section 5.2.3 Additional Rules for Source Exchange. The Board may, at its sole discretion, authorize a Cascade Source Exchange Program Agreement with a Member or Non Member. The terms and conditions of a Cascade Source Exchange Program Agreement shall be developed from a source exchange proposal submitted to the Board. The agreement shall identify: (a) the water right (instantaneous and annual) to be augmented or replaced; (b) the Water Supply Assets to be utilized; (c) mechanisms and arrangements for delivery of Cascade Interlocal Contract _19- Amended and Restated October 26, 2011 327 regional water; (d) characteristics of supply obligation (for example, peak and average quantities, seasonal or annual delivery duration, interruptibility and shortage management); (e) reporting requirements; (fl changes in operation needed to benefit stream flow and fish; (g) rates and charges; and (h) such other conditions as the Board and the Member or public water supplier agree upon. The agreement may or may not provide for adjustments to a Member's RCFC payments or credits and whether or not the source exchange is a loss of a Member's Independent Supply that would be subject to the provisions of Section 5.2.2. Section 5.3 Financing of Assets. The acquisition of new capital facilities and other Water Supply Assets may be financing using RCFCs, transfers or Water Supply Assets, Rates and Charges, the issuance of revenue Bonds and such other sources as the Board may deem appropriate. Section 5.3.1 Issuance of Bonds. An Authorized Issuer may issue Bonds payable from and secured solely by all or a portion of Net Cascade Revenue, evidencing indebtedness up to an amount approved by Resolution for the Board in order to provide financing or refinancing to acquire, construct, receive, own, manage, lease or sell real property, personal property, intangible property and other Water Supply Assets, to establish debt service reserves, to provide for capitalized interest and to pay the costs of issuance of, and other costs related to the issuance of the Bonds. Such Bonds shall be payable solely from all or a portion of the Net Cascade Revenue or (if the Authorized Issuer is other than Cascade) from payments to be made by Cascade out of all or a portion of Net Cascade Revenue, and such Bonds shall not pledge the full faith and credit or taxing power or, except as expressly provided by contract, the revenue, assets or funds of any Member. Cascade Interlocal Contract -20- Amended and Restated October 26, 2011 MVI Members serving as Authorized Issuers may conduct the financing through "separate systems" permitted by their applicable bond resolutions, or in some other appropriate manner, and Cascade may compensate those Members for all costs associated with the financing. Bond related documents of Authorized Issuers other than Cascade must expressly permit the Bonds to be refunded or prepaid without penalty prior to their stated maturity, on and after such dates as are approved by the Authorized Issuer and the Board, to allow for a transfer of the obligation to Cascade or to Cascade's successor entity, including without limitation a joint operating agency or similar entity, as may be permitted by law. Section 5.3.2 Pledge of Revenues. For as long as any Bonds payable from Net Cascade Revenue (or any portion thereof) are outstanding, Cascade irrevocably pledges to establish, maintain and collect all Member Charges in amounts sufficient to pay when due the principal of and interest on the Bonds (and, if the Authorized Issuer is other than Cascade, in addition to the foregoing pledge, to pledge to make timely payments to that Authorized Issuer for the payment of principal of and interest on the Bonds), together with amounts sufficient to satisfy all debt service reserve requirements, debt service coverage requirements, and other covenants with respect to the Bonds. Each Member hereby irrevocably covenants that it shall establish, maintain and collect rates, fees or other charges for water and other services, facilities and commodities related to the water supply it receives from Cascade and/or its water utility at levels adequate to provide revenues sufficient to enable the Member to: (a) make the payment required to be made under this Contract; and (b) pay or provide for payment of all other charges and obligations payable from or constituting a charge or lien upon such revenues. Each Member hereby Cascade Interlocal Contract -21- Amended and Restated October 26, 2011 329 acknowledges that this covenant and its covenant in Section 7.9 of this Contract may be relied upon by Bond owners, consistent with this Contract. Each Member shall pay the Member Charges imposed on its whether or not the Water Supply Assets to be financed through the issuance of Bonds are completed, operable or operating, and notwithstanding the suspension, interruption interference, reduction or curtailment in the operation of any Water Supply Assets for any reason whatsoever, in whole or in part. Member Charges shall not be subject to any reduction, whether by offset or otherwise, and shall not be conditioned upon the performance or nonperformance of any Member, or of any entity under this or any other agreement or instrument. However, credits against future RCFCs and Rates and Charges described in Sections 5.5 and 7.5, respectively, for development or addition of excess capacity that is either transferred to Cascade or retained as Independent Supply, shall not be considered "offsets" or "reductions" for the purposes of this Section. If, in connection with the issuance of obligations, any Member establishes a new lien position on revenues relating to its water utility, that Member shall covenant in the relevant documents that the amounts to be paid to Cascade as Member Charges shall be treated either: (a) as part of that Member's internal operation and maintenance costs payable prior to debt service on those obligations; and/or (b) for any portion of those Member Charges that is allocable to capital costs, as a contract resource obligation payable prior to debt service on those obligations. If any Member has existing outstanding revenue obligations relating to its water utility, it shall include substantially similar "springing covenants" in the documents relating to any new parity obligations. Cascade Interlocal Contract -22- Amended and Restated October 26, 2011 330 Section 5.3.3 Continuing Disclosure. To meet the requirements of United States Securities and Exchange Commission "SEC Rule 15c2- 12(b)(5) (the "Rule as applicable to a participating underwriter for any Bonds and any obligation of each Member as an "Obligated Person" under the Rule, Cascade and each Member agree to make an appropriate written undertaking, respectively, for the benefit of holders of the Bonds consistent with the requirements of the Rule. Section 5.3.4 Preservation of Tax Exemption for Interest on the Bonds. Each Member covenants that it will take all actions necessary to prevent interest on tax- exempt Bonds from being included in gross income for federal income tax purposes, and it will neither take any action nor make or permit any use of proceeds of tax exempt Bonds or other funds treated as proceeds of those Bonds at any time during the term of those Bonds that will cause interest on those Bonds to be included in gross income for federal income tax purposes. Section 53.5 Additional Certificates. Each Member further agrees to provide such certificates or verifications as are reasonably requested by an Authorized Issuer in connection with the issuance of Bonds under this Section. Section 5.4 Supply Expansions and System Extensions. Cascade must provide for Supply System expansions and extensions to meet the needs of additional water customers of Members, subject to consistency with applicable growth management plans and comprehensive plans, Cascade's water supply plan, orderly asset development, reasonable cost and financing capacity. The Board shall establish a water supply development process, including criteria governing the evaluation of new projects, and that process must promote Cascade lnterlocal Contract -23- Amended and Restated October 26, 2011 331 equality of costs and services (other than direct local services), regardless of geographic location. The results of the water supply planning process must be reflected in Cascade's Water Supply Plan. The Board shall have the authority to undertake new projects identified in Cascade's Water Supply Plan for the expansion of Water Supply Assets and regional transmission system extensions to meet Members' projected needs. To reduce costs, Cascade may, to the extent that the Board deems advisable, enter into agreements with Members to wheel water through their existing systems. When facilities are constructed that are used partially by Cascade for wheeling water and partially by Members or other entities for their purposes, the Board may determine an appropriate Cascade contribution to the cost of those facilities. Existing arrangements among Members (and between Members and Non Members), in place when a Member joins Cascade, remain unaffected except as otherwise agreed between Cascade and the other entities concerned. Section 5.5 Regional Capital Facilities Charges. To allocate growth costs to those Members that require capacity increases, each Member shall pay to Cascade an RCFC for each new CERU connected to its water distribution system. Growth in water usage by existing CERUs is not subject to RCFCs unless that growth constitutes as CERU increase as provided in the RCFC Methodology. Members with a supply deficit must pay an RCFC commensurate with that deficit. To the extent that a Member transfers to Cascade or retains as Independent Supply water supply in excess of its needs, it receives a corresponding credit against future RCRCs. Cascade ]nterlocal Contract -24- Amended and Restated October 26, 2011 332 Subject to the provisions of Section 5.2.2, a Founding Member pays no RCFCs with respect to the number of CERUs served as of January 31, 2003, or other such later date as determined by Resolution of the Board. A new Member with adequate supply shall commence paying RCFCs fifteen (15) years prior to the date that its Water Supply Assets are projected to be insufficient to provide for its needs as determined by the Board (taking into consideration the results of the Water Supply Audit). A Member that joins with Water Supply Assets that are projected to be insufficient to provide for its needs for fifteen (15) years shall immediately pay RCFCs for the number of CERUs representing the deficit as determined by the Board. RCFCs shall be calculated according to the RCFC Methodology, which shall define the analytical steps required to calculate the RCFCs according to the greater o£ (a) the incremental difference between the average unit cost of expanding the system (i.e., the marginal cost of new capacity) and the average unit cost of the existing system; or (b) the average unit cost of past construction of the existing system plus then- planned Supply System improvements. The methodology shall provide for an annual escalator, recalculation and update not less frequently than every fifth year, and a methodology for determining CERUs. The RCFCs shall be imposed on the Member for each new CERU of that Member in accordance with the terms of this Contract. Amendments to the RCFC Methodology shall require a 65% Dual Majority Vote. If a Founding Member owns Water Supply Assets or transfers Water Supply Assets to Cascade under Section 5. 1, to the extent the audited capacity of those assets (including Seattle Cascade Interlocal Contract -25- Amended and Restated October 26, 2011 333 Contract Purveyor rights) exceeds the Member's needs, that Member shall receive a credit against future RCFCs. If a Member seeks to transfer assets substantially in excess of its foreseeable needs, Cascade may negotiate appropriate compensation arrangements for the transfer. Members that develop new Independent Supply that is approved by the Board in accordance with Article 6, similarly receive a credit effective when the Independent Supply is placed in service as determined by the Board. A Member that accepts ownership of a Satellite System that Cascade agrees to serve shall pay an RCFC for the amount of supply needed to serve that system in excess of its rated capacity. Members that experience a net reduction in the number of CERUs served shall receive a CERU- for -CERU credit against future RCFCs. RCFC credits may not be transferred among Members without Board approval. Members shall not be required to pass RCFCs to their customers as capital facilities charges, but may provide for the payment of RCFCs in whatever manner. they deem appropriate. For Members joining with an unmet net supply need, Cascade may, under circumstances determined by the Board, require the prepayment of RCFCs allocable to the full amount of the requested supply, i.e., when funds are needed to begin the construction of facilities immediately. Section 5.6 Transfer Upon Mergers, Consolidations and Assumptions. If: (a) two or more Members merge or consolidate; (b) a Member or a Non Member assumes Cascade Interlocal Contract -26- Amended and Restated October 26, 2011 334 jurisdiction of part or all of a Member; or (c) a Member assumes jurisdiction of part or all of a Non Member, the jurisdictions' water supply rights from and obligations to Cascade must be transferred or assumed under applicable law and consistent with the requirements of this Contract and the obligations of Cascade. ARTICLE 6. New Independent Supply Members may not bring new Water Supply Assets on -line as Independent Supply without Board approval. That approval may be granted or denied following an evaluation process, based on whether the Board determines that development of the proposed Independent Supply will benefit or be adverse to the interests of the Members as a whole. Recognizing that in certain circumstances the acquisition of additional Independent Supply might benefit (or cause no material harm to) the Members, new supplies under one (1) MGD may be approved by the Board regardless of the provisions of the Water Supply Plan and without a formal evaluation process. New supplies in amounts greater than one (1) MGD must be described in and be consistent with the Water Supply Plan. Members that have invested in the development of new Independent Supply assets may offer to sell their interest in such assets to Cascade. Cascade may, in its sole discretion and subject to mutually agreeable terms and conditions, purchase the Member's interest in such Independent Supply asset by reimbursing or otherwise compensating the Member for its investment in the project to the extent that investment has been capitalized. Once Cascade has purchased a Member's interest in a project, the project will be considered a Water Supply Asset of Cascade and be incorporated into the Water Supply Plan. ARTICLE 7. Asset Management Cascade Interlocal Contract -27- Amended and Restated October 26, 2011 335 Section 7.1 Supply System Management. Cascade is responsible for managing, on behalf of all Members, the Supply System. Cascade is not responsible for managing Independent Supply unless it has expressly agreed to do so. Supply System management responsibilities shall be governed by Cascade's system management plan adopted by the Board. Cascade's system management plan concerns, without limitation, matters such as daily system operations and maintenance, interface with other supply providers, contractual obligations, water quality, billing, management and administration. Cascade may delegate and/or contract out its Supply System responsibilities. Cascade must manage the Supply System in compliance with applicable laws, regulations and Cascade's minimum service standards. Adoption and amendments to the minimum service standards shall require a 65% Dual Majority Vote. Section 7.2 Conservation. Cascade shall develop and carry out, and Members must participate in, water conservation programs that are uniform among Members. The Board shall develop and implement a Cascade conservation management plan that provides a mandatory base conservation program that functions to reduce both average and peak demands and may establish a charge or assessment to fund development and implementation of the program. Members may implement additional conservation programs. The Board may adopt wholesale charges in addition to normal Demand Share charges to encourage resource conservation. The Board may also provide or contribute to additional local conservation programs that are not offered to all Members, and these local programs may be locally funded or funded by Cascade. Members that fail to comply with base programs as set forth in Cascade Interloeal Contract -28- Amended and Restated October 26, 2011 336 Cascade's conservation management plan may be required to assume a disproportionate reduction in water supply or to pay penalty charges, or both. Section 7.3 Shortages and Emergency. Section 7.3.1 Shortages. Members must respond to water shortages in a collective, shared fashion under a Cascade shortage management plan adopted by the Board. Resources must be shared in a manner that reduces the risk of severe shortages to each Member. Cascade's shortage management plan may include without limitation, a definition and classification of shortages, a shortage contingency plan including mandatory programmatic actions among all Members in the event of shortages, allocation of authority for determining and responding to shortages, and a communications and outreach program for the public. Members shall not be required to implement Cascade's shortage management plan in areas not served by the Supply System. In the event of shortages, Cascade shall reduce or halt Interruptible Supply before invoking the Shortage Management Plan with respect to all Members with a Full Supply Commitment. However, the Board may, by 65% Dual Majority Vote, continue service in the amounts it deems appropriate to one or more Members receiving Interruptible Supply. The Board may require that Members failing to comply with mandatory shortage management programs implemented under Cascade's shortage management plan assume a disproportionate reduction in supply or pay penalty charges, or both. In the event of a Cascade -wide water shortage, Members with Independent Supply may, without penalty, decline to participate in the shortage management program for that shortage by foregoing all supply from Cascade for the duration of the emergency or shortage. Cascade Interlocal Contract -29- Amended and Restated October 26, 2011 337 To avoid shortages resulting from emergencies or the inability to develop sufficient supplies, the Board may, by 65% Dual Majority Vote, establish moratoria on connections or additional commitments for future water services by the Members. A moratorium may be discontinued by a Dual Majority Vote of the Board. Section 7.3.2. Emergency. The Board shall include in Cascade's shortage management plan policies and procedures for addressing short-term disruptions of water supply, transmission or water quality, and it may delegate to the General Manager authority to address such disruptions according to such policies and procedures. Section 7.4 Water Quality. Cascade shall be responsible for water quality that meets or exceeds all federal or state requirements at the point of delivery from Cascade to the Member, consistent with applicable laws and regulations. Cascade assumes source water quality responsibility and liability with respect to Water Supply Assets under its ownership or control (including water wheeled to a Member through another Member's facilities). Cascade is also responsible for preparing and carrying out water quality activities compatible with the water quality requirements of regional water suppliers integrated with Cascade's system (e.g., Tacoma, Everett and Seattle). Cascade may, in its sole discretion, determine and adjust the appropriate method and level of treatment of water that it supplies, so long as that water meets applicable state and federal requirements. If water that it supplies meets those requirements, Cascade shall not be obligated to adjust the method or level of treatment so that the water can be more readily blended with a Member's Independent Supply or more readily transmitted through a Member's internal system. Each Member shall remain responsible for water quality within its Cascade Interlocal Contract -30- Amended and Restated October 26, 2011 338 respective distribution system, assuming that adequate water supply quality is provided by Cascade at the point of delivery from Cascade. Each Member shall be responsible for all costs related to making water supplied by Cascade compatible with that Member's internal system, including but not limited to, costs of additional treatment. Section 7.5 Water Supply Rates and Charges. The Board shall set Rates and Charges according to a Rate Calculation Methodology adopted from time to time by the Board. The Rate Calculation Methodology for Members' Supply Commitment shall provide for the definition and calculation of Demand Shares and for a uniform pricing structure with a commodity charge and fixed charges allocated by Demand Share. Cascade may sell water to a Non Member under terms and conditions established by the Board. The terms and conditions shall not be more favorable than the terms and conditions under which water is sold to Members. Revenue received from the sale of water to Non Members shall be used to offset or reduce Rates and Charges to Members to the extent practicable, except that such revenue need not be treated as reducing or offsetting those amounts that are necessary for the payment of debt service on Bonds and for the provision of reserve and coverage requirements for the Bonds. A Member shall be assigned a Demand Share based on the Board's best estimate of capacity to be used by that Member. Initially, the Board may base its estimate on a Seattle Contract Purveyor's use of water from Seattle. For a Member that joins without a supply history as a Seattle Contract Purveyor, or for a Member that has received only part of its water from Seattle, the Demand Share shall be established based on an audit of that Member's past Cascade Interlocal Contract 31 Amended and Restated October 26, 2011 339 three (3) years of water use. After three (3) years as a Member, the baseline demand and capacity obligation for that Member shall be fixed based on actual experience as a Member. Specific Demand Shares may be set by the Board to account for circumstances, such as (by way of example and not by limitation) costs of extending the Supply System to a Member, or when Independent Supplies affect regional demand patterns. When water supply from Cascade is wheeled through a Member to another Member, Cascade may presume that the first Member receiving the water is the "User" for calculation of Demand Shares unless the Members concerned instruct Cascade to use a different allocation. Rate credits for Water Supply Asset transfers are not deducted in the calculation of Demand Shares but are applied to reduce what a Member would otherwise pay. The Board must set Member Charges at levels it determines to be sufficient, together with other available revenue sources, to provide adequately for Operation and Maintenance Costs, Bond debt service, coverage and other covenants, replacement and renewal of facilities, reserves and other costs that the Board deems appropriate. The Board may provide that a Member's failure to participate in the planning process may result in penalty charges. A Member that has transferred Water Supply Assets shall receive a credit, determined when those assets are audited and transferred, based on the useful life of those facilities and on the Member's use of the water produced by those assets or an amount of water equivalent to the amount of supply from them. The Board may implement wholesale charges (additional to Demand Share -based charges and variable commodity charges) to reduce extreme peak use (e.g., "peaking -off of the pipe Cascade Interlocal Contract -32- Amended and Restated October 26, 2011 340 Water Rates and Charges must be the same for all Members receiving the same class of service (subject to credits, surcharges and penalty charges). Section 7.6 New Water Surcharge. A new water surcharge of $0.75 per 100 cubic feet (ccf) shall be imposed, effective on the Cascade Supply Date, and continue through December 31, 2011. It shall be applicable to all water purchased by Members over and above each Member's Old Water Allowance in the Seattle Purveyor Contract, if applicable, or to all water purchased by non Seattle Purveyor Members. New water surcharge revenues shall be used to offset or reduce Rates and Charges to Members to the extent practicable, except that such revenue need not be treated as reducing or offsetting those amounts that are necessary for payment of debt service on Bonds and for the provision of reserve and coverage requirements for the Bonds. Section 7.7 Franchises and Easements. Except to the extent otherwise required by state law, each Member shall provide franchises and rights of way on, under or across that Member's streets or other property, to Cascade and to other Members for Water Supply Assets, without charging any fees, rent or charges other than the customary and usual right -of- way permit and inspection fees. Section 7.8 Sales of Water to Non Members. Unless approved by the Board, a Member shall not sell water, including source exchange water, supplied by Cascade, nor shall a Member sell Independent Supply offset by water supplied by Cascade to a Non Member. Notwithstanding the foregoing, any Member may sell water supplied by Cascade to a Non Member to the extent required by a contract in effect as of the date the Member joins Cascade. Cascade Interlocal Contract -33 Amended and Restated October 26, 2011 341 Section 7.9 Payment Procedures; Default; Step -Up Provisions. Section 7.9.1 Invoice and Payment. (a) Cascade shall provide each Member with periodic invoices showing the Member Charges payable by that Member for the billing period and the due date. Invoices shall be provided monthly or on other such periodic schedule as determined by the Board, but no more frequently than monthly nor less frequently than once every six months. The Board will determine a due date for all invoices. (b) Payment of any and all invoices shall be due and payable on or before the due date, and shall be made by wire transfer or such other means as are agreed to by Cascade and the Member. If a treasurer, trustee, fiscal agent or escrow agent is appointed in connection with the issuance of Bonds, Cascade may require, and specify on the invoice, that certain amounts be provided directly to that person or entity, and the Member shall pay those amounts in the manner and to the person so specified. (c) If full payment of any invoice is not received on or before the due date, such payment shall be considered past due and a late payment charge shall accrue for each day that the invoice remains unpaid. The late payment charge shall equal the product of the unpaid amount and an interest rate established by the Board. Late payment charges shall continue to accumulate until the unpaid amount of the invoice and all late payment charges are paid in full. Further, if an invoice or any portion thereof remains unpaid for more than sixty (60) days after the due date, Cascade may pursue any legally available remedy at law or equity for the unpaid amount, including without limitation, specific performance and collection of the late payment charge. Cascade's right to enforce payments in this regard may be assigned to a Cascade Interlocal Contract .34. Amended and Restated October 26, 2011 342 treasurer, trustee, credit enhancement provider or other entity. Furthermore, upon written notice, Cascade may reduce or suspend delivery of water until the invoice and late payment charges are paid. (d) If any Member disputes all or any portion of an invoice, it shall notify Cascade immediately upon receipt. If Cascade does not concur, the Member shall remit payment of the invoice in full, accompanied by written notice to Cascade indicating the portions of the invoice that the Member disputes and the reasons for the dispute. The Member and Cascade shall make a good faith effort to resolve such dispute. If the Member fails to remit payment of the invoice in full pending resolution of the dispute, the prevailing party in an action relating to the collection of that invoice shall be entitled to reasonable attorney fees and costs. Section 7.9.2 Default and Step -Up. (a) If any Member fails to make any payment in full for more than fifty (50) days past the due date, Cascade shall make written demand upon that Member to make payment in full within ten (10) days of the date that the written demand is sent by Cascade. If the failure to pay is not cured within the ten (10) day period, the Member shall be deemed to be in default. (b) Upon an event of default as described in subsection 7.9.2(a), the other Members shall pay Cascade (in addition to Member Charges otherwise due) the defaulting Member's Member Charges in proportion to each remaining Members' Demand Share in accordance with a schedule established by Resolution of the Board. (c) The payment of a proportionate share of the existing defaulted Member's Member Charges by Members shall not relieve the defaulting Member of its liability for those Cascade Interlocal Contract -35- Amended and Restated October 26, 2011 343 payments. Cascade shall have a right of recovery from the defaulting Member on behalf of each Member. Cascade may commence such suits, actions or proceedings at law or in equity, including but not limited to suits for specific performance, as may be necessary or appropriate to enforce the obligations of this Contract against any defaulting Member. Cascade's right to enforce payments in this regard may be assigned to a treasurer, trustee, credit enhancement provider or other entity. Amounts recovered by Cascade as payment of amounts due shall be passed through to each Member in proportion to the share that each assumed, in cash or in credit against future Member Charges as the Board shall determine. (d) The prevailing parry in any such suit, action or proceeding, shall be entitled to recover its reasonable attorney fees and costs against the defaulting Member. ARTICLE 8. Planning Section 8.1 Water Supply Plan. Cascade must plan for its Members' water supply needs. That planning shall be to be compatible with the equivalent planning responsibilities of other wholesale water providers and with state, county and city planning responsibilities under the Growth Management Act. The Board must adopt, and may from time to time amend, a Water Supply Plan that must be based on no less than a twenty- (20) year planning horizon. Cascade shall coordinate its planning effort with local and regional utilities and other appropriate agencies and work to encourage cooperative region -wide planning and coordination. Each Member shall actively participate in Cascade's water supply planning and shall provide to Cascade accurate data regarding its facilities and operations together with good- faith estimates of future needs and a description of any involvement in the development of Cascade Interlocal Contract -36- Amended and Restated October 26, 2011 344 new Independent Supplies. Each Member's water comprehensive or system plan shall be consistent with any plans adopted by Cascade, and shall be consistent with applicable requirements of the Growth Management Act and comprehensive plans. Section 8.2 Watershed Management Plan. Cascade may adopt Watershed Management Plans, as appropriate, for the watersheds within its service area provided that a Watershed Management Plan may take the place of, or may be incorporated into a Cascade Water Supply Plan. In fulfilling its responsibilities for watershed management, Cascade may enter into interlocal agreements with Non Member municipalities to engage in watershed management, including development of Watershed Management Plans and the implementation and financing of such plans. Section 8.3 System Reliability Methodology. Cascade shall develop and adopt a system reliability methodology for planning, operation and management purposes. Adoption and amendments to the system reliability methodology shall require a 65% Dual Majority Vote. ARTICLE 9. Filings This Contract must be filed with the King County Office of Records and Elections or with any other applicable county auditor, in accordance with RCW 39.34.040, and must be submitted for review by the Washington State Department of Health and the Washington State Department of Ecology, in accordance with RCW 39.34.050. ARTICLE 10. Duration and Dissolution; Withdrawal Cascade lnterlocal Contract 37 Amended and Restated October 26, 2011 345 Section 10.1 Duration. Except as provided in Section 10.3, Cascade shall remain in existence for the longer of the following: (a) the period it holds any assets; (b) the period during which Bonds are outstanding; or (e) the period it continues to include Members. Section 10.2 Withdrawals. A Member may notify Cascade of its intent to withdraw by delivery to Cascade of a Resolution of its legislative authority expressing such intent. Upon receipt of such Resolution, the Member shall lose its right to vote and the Board shall determine (a) the withdrawing Member's allocable share of the cost of the then existing obligations of Cascade; and (b) the withdrawing Member's obligations to Cascade. "Then existing obligations of Cascade" means obligations or costs incurred by Cascade as of the date the Member's withdrawal notice is received, including but not limited to Bond obligations, contract obligations and cash financed capital projects; provided that a withdrawing Member's allocable share shall in no event include an obligation for future expenses for which Cascade has not incurred a legal obligation; and provided further, that to the extent the Member's obligation (with respect to such costs) is re -paid over time, the Member shall be entitled to a credit for supply abandoned by the Member and is otherwise used by Cascade. A "withdrawing Member's obligation to Cascade" includes but is not limited to, the Member's share of fixed operating costs, any other expenses contained in Cascade's adopted budget for that year, and any assessments or other similar charges lawfully imposed by Cascade. For purposes of the preceding sentence, "fixed operating costs" shall be determined in the year of withdrawal, and the Member's obligation with respect to such costs shall be limited only to that amount required to pay for supply abandoned by the Member and not otherwise used by Cascade. Cascade Interlocal Contract -38- Amended and Restated October 26, 2011 346 The allocable share of cost or obligations shall be determined by the Board, taking into consideration as deemed applicable by the Board: (a) the ratio of the Member's Demand Share to total Member demand; (b) the ratio of the Member's contribution to Cascade revenue to total Cascade revenue including RCRCs; (e) the cost or a portion of the cost of capital projects or facilities specially benefiting the Member; and (d) and any other factor the Board deems appropriate to consider. The Member's withdrawal shall be effective on payment of such allocable share or provision for arrangements to pay such allocable share that are satisfactory to the Board. Until the effective date of withdrawal, the Member shall continue to comply with all applicable provisions of this Interlocal Contract. Upon withdrawal, except as provided in an Asset Transfer Agreement, the withdrawing Member shall have no right to, or interest in any Water Supply Assets owned by Cascade. The withdrawing Member shall be deemed to have abandoned any and all rights to service, to the use of Cascade Water Supply Assets or other rights with respect to Cascade (except as otherwise expressly provided in this Contract). Notwithstanding the provisions of this Section 10.2, Cascade will, upon the withdrawal of a Member that has transferred operational control and management of (but not title to) an Independent Supply Asset to Cascade under Section 5. 1, return operational control of such asset to the withdrawing Member. Return of operational control and management will be subject to: (a) continued use by Cascade, to the extent and for such time as the Board deems such use necessary for Cascade to continue providing service to its Members; and (b) payment or provision for payment of any Cascade costs, including but not limited, to those associated with the withdrawing Member's Independent Supply Asset. Cascade Interlocal Contract -39- Amended and Restated October 26, 2011 347 The Board may establish additional generally applicable conditions and requirements for withdrawal. Section 10.3 Dissolution. Cascade may be dissolved by a 65% Dual Majority Vote. Upon dissolution, except as provided in an Asset Transfer Agreement, Cascade's assets initially shall be held by its then current Members as tenants in common. Each Member's ownership interest must be based on that Member's Demand Share as of the time of the dissolution. Cascade's liabilities (including Bonds and other contractual obligations) initially shall be distributed based on Members Demand Shares as of the time of the dissolution. Assets and liabilities must be distributed in accordance with agreement or contract, under a voluntary mediation process, or by a court of law. A court may appoint an arbitrator or special master. Distribution shall be based on the best interests of efficient and economic water supply in the entire area served by the Members, subject to a rebuttable presumption that Water Supply Assets will be returned to the Member that originally transferred them to Cascade. That presumption may be overcome by a showing that another asset distribution is in the best interests of efficient and economic water supply. The proceeds of any sale of assets must be distributed among the then current Members based on the Demand Shares at the time of dissolution. Section 10.4 Successor Entity. Notwithstanding the provisions of Section 10.3, upon a 65% Dual Majority Vote (ratified within one hundred and twenty (120) days by 65 as measured by Dual Majority Vote of the Members' legislative authorities, all assets, liabilities, and obligations of Cascade may be transferred to any successor entity (including without limitation, a joint operating agency or other municipal corporation, as permitted under Cascade Interlocal Contract -40- Amended and Restated October 26, 2011 iI state law), and all obligations of Members and parties contracting with Cascade become obligations to the successor entity. ARTICLE 11. Amendments. Amendments to this Contract shall be effective upon approval by 65% Dual Majority Vote (ratified within one hundred and twenty (120) days by 65 as measured by Dual Majority Vote of the Members' legislative authorities. ARTICLE 12. Applicable Law and Venue. This Contract is governed by the laws of the state of Washington. The venue for any legal action arising from a dispute under this Contract is the Superior Court for King County. ARTICLE 13. No Third Party Beneficiaries. There are no third -party beneficiaries to this Contract except for the rights of Bond owners as provided in Section 5.3.2, no person or entity other than an agency signatory to this Contract shall have any rights hereunder or any authority to enforce its provisions, and any such rights or enforcement must be consistent with and subject to the terms of this Contract. ARTICLE 14. Severability. If any provision of this Contract or its application is held by a court of competent jurisdiction to be illegal, invalid, or void, the validity of the remaining provisions of this Contract or its application to other entities or circumstances shall not be affected. The remaining provisions continue in full force and effect, and the parties' rights and obligations must be construed and enforced as if the Contract did not contain the particular invalid provision. But if the invalid provision or its application is found by a court of competent jurisdiction to be substantive and to render performance of the remaining provisions Cascade Interlocal Contract -41- Amended and Restated October 26, 2011 i! unworkable and infeasible, is found to seriously affect the consideration, and is inseparably connected to the remainder of the contract, the entire Contract is deemed void. ARTICLE 15. Entire Agreement. This Contract constitutes the entire and exclusive agreement between the parties relating to the specific matters covered in this Contract. All prior or contemporaneous verbal or written agreements, understandings, representations or practices relative to the foregoing are superseded, revoked and rendered ineffective for any purpose. This Contract may be altered, amended or revoked only as set forth in Article 11. No verbal agreement or implied covenant may be held to vary the terms of this Contract, any statute, law, or custom to the contrary notwithstanding. Cascade Interlocal Contract -42- Amended and Restated October 26, 2011 350 Cascade Water Alliance B 2 Title: Chair Attest: Title: Chief Executive Order Authorized by: Resolution No. 2011 -17 Date: Cascade interlocal Contract Amended and Restated October 26, 2011 October 26, 2011 Cascade Water Alliance -43- Date: /o /./W Date: 1 1 0 351 ARTICLE 16. Execution. This Contract may be executed in one or more counterparts. Signatory Aeencv By: Title: Attest: Title: Authorized by (Resolution or Ordinance): Date: City of Bellevue Cascade Interlocal Contract -44- Amended and Restated October 26, 2011 Date: Date: 352 ARTICLE 16. Execution. This Contract may be executed in one or more counterparts. Sienatory Aaencv By: Title: Attest: Title: Authorized by (Resolution or Ordinance): Date: Covington Water District Cascade Interlocal Contract Amended and Restated October 26, 2011 Date: Date: 353 ARTICLE 16. Execution. This Contract may be executed in one or more counterparts. Sisnatory A2encv, By: Title: Attest: Title: Authorized by (Resolution or Ordinance): Date: City of Issaquah Cascade Interlocal Contract Amended and Restated October 26, 2011 Date: Date: 354 ARTICLE 16. Execution. This Contract may be executed in one or more counterparts. Signatory Agencv By: Title: Attest: Title: Authorized by (Resolution or Ordinance): Date: City of Kirkland Cascade Interlocal Contract Amended and Restated October 26, 2011 Date: Date: 355 ARTICLE 16. Execution. This Contract may be executed in one or more counterparts. Sisnatory Aeenev By: Title: Attest: Title: Authorized by (Resolution or ordinance): Date: City of Redmond Cascade Interlocal Contract Amended and Restated October 26, 2011 Date: Date: 356 ARTICLE 16. Execution. This Contract may be executed in one or more counterparts. Ski natory A encv Title: Date: Attest: Title: Date: Authorized by (Resolution or Ordinance): Date: Sammamish Plateau Water Sewer District Cascade Interlooal Contract Amended and Restated October 26, 2011 357 ARTICLE 16. Execution. This Contract may be executed in one or more counterparts. Signatory Agency By: Title: Attest: Title: Authorized by (Resolution or ordinance): Date: Skyway W &S District Cascade Interlocal Contract Amended and Restated October 26, 2011 Date: Date: ARTICLE 16. Execution. This Contract may be executed in one or more counterparts. SignatorvAgencX By: Title: Attest: Title: Authorized by (Resolution or Oidinance): Date: City of Tukwila Cascade lnterlocal Contract Amended and Restated October 26, 2011 Date: Date: 359 .f UTILITIES COMMITTEE Meeting Minutes November 15, 2011— 5: 00 p.m. Conference Room 1 Citv of Tukwila Utilities Committee PRESENT Councilmembers: De'Sean Quinn, Chair; Dennis Robertson and Kathy Hougardy Staff: Bob Giberson, Frank Iriarte, Robin Tischmak, Pat Brodin, Ryan Larson, Mike Cusick, David Cline, Gail Labanara and Kimberly Matej CALL TO ORDER: The meeting was called to order at 5:02p.m. I. PRESENTATIONS No presentations. II. BUSINESS AGENDA A. Consultant Selection and Agreement: 2012 Annual Small Drainage Program, Staff is seeking approval to enter into a consultant agreement with KPG, Inc. in the amount of $64,945.76 for design services for the City's 2012 Annual Small Drainage Program. KPG was chosen from the City's consultant roster (Municipal Research and Services Center Rosters), and has designed the Annual Small Drainage Program since 1991. Staff commented that construction of two 2011 Small Drainage projects were delayed, and the construction of these 2011 projects will be combined with construction of the 2012 projects. The five projects listed below have been identified for construction in 2012 through maintenance and citizen concerns: Gilliam Creek Southcenter Boulevard Street crossing Pipe repairs near the intersection of South 128`" Street and 37` Avenue South Tukwila Parkway Outfall Pipe Ryan Hill Pipe repairs Fort Dent Outfall improvements Through this design services agreement, KPG, Inc. will be able to tell the City the most cost effective way to approach and construct these projects. UNANIMOUS APPROVAL.FORWARD TO NOVEMBER 28 COW FOR DISCUSSION. B. Interlocal Contract Amendment: Cascade Water Alliance Staff is seeking Council approval to amend the current interlocal agreement with Cascade Water Alliance (CWA) which changes the calculation of administrative dues /costs from $1,000,000 or 5% of CWA's annual revenue requirement to 9 It also allows this limit to be amended by a 65% dual majority vote of the CWA Board. A dual majority requires a majority of votes according to two separate criteria in this case it refers to a vote of the members and a vote based on demand shares. As mentioned above, this amendment essentially reallocates member costs based on demand shares. Tukwila will see an increase of approximately $60,000 in annual administrative costs which is a pass through directly onto the ratepayers. The Committee requested that staff include the original administrative costs along with the new costs in the memo that goes to full Council. They also requested additional information from CWA that would explain the implications of the amendment in greater detail. It was suggested that the Committee consider reviewing CWA Board minutes when information and /or decisions pertain to Tukwila. UNANIMOUS APPROVAL. FORWARD TO NOVEMBER 28 COW FOR DISCUSSION. 361