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HomeMy WebLinkAboutUtilities 2012-05-15 COMPLETE AGENDA PACKETCity of Tukwila Distribution: G. Labanara D. Robertson S. Kerslake Utilities Committee J. Duffie K. Kruller Clerk File Copy V. Seal 2 Extra Dennis Robertson, Chair Da Clineaggerton A. Le (e -mail pot. pdf) e -mail cover to: Joe Duffle K. Matej C. O'Flaherty, D. Kate Kruller B. Giberson F. Iriarte Almberg, B. Saxton, R. Tischmak S. Norris, M. Hart, S. Kirby, D. Robertson AGENDA TUESDAY, MAY 15 2012 Time: 5:00 PM Place: Conference Room #1 Item I Recommended Action Page 1. PRESENTATION(S) 2. BUSINESS AGENDA a) 2012 Annual Small Drainage Program a) Forward to 5/29/12 C.O.W Design Supplemental Agreement No. 1 and 6/4/12 Regular b) Soils Reclamation Facility b) King County Stormwater Decant Use Agreement c) Cascade Water Alliance c) Joint Municipal Utility Services Authority 3. ANNOUNCEMENTS 4. MISCELLANEOUS Forward to 5/29/12 C.O.W and 6/4/12 Regular Forward to 5/29/12 C.O.W and 6/4/12 Regular Future Agendas: Next Scheduled Meeting: Wednesday, May 30, 2012 (Due to holiday) Pg. 1 Pg. 7 Pg. 21 S The City of Tukwila strives to accommodate individuals with disabilities Please contact the Public Works Department at 206 433 -0179 for assistance. x City of Tukwila Jim Haggerton, Mayor INFORMATIONAL MEMORANDUM TO: Mayor Haggerton Utilities Committee FROM: Bob Giberson, Public Works Director 4 fi By: Ryan Larson, Senior Engineer DATE: May 11, 2012 SUBJECT: 2012 Annual Small Drainage Program Project No. 91241201, Contract No. 11.151 Design Supplemental Agreement No.1 ISSUE Approve Supplemental Agreement No. 1 to Contract No. 11 -151 with KPG, Inc. to design additional project sites for the 2012 Annual Small Drainage Program. BACKGROUND The 2012 Annual Small Drainage Program included relining pipes at Site 2 Wells Trucking and Site 4 Ryan Hill Pipe Repairs. Neither of these projects was approved by the Washington State Department of Fish and Wildlife (WDFW). The WDFW Area Biologist would like to see Site 2 4 upgraded to provide fish passage or day lighted. In addition, a project on S 150th St, between 42nd Ave S and Tukwila International Blvd, that was to be constructed in 2012, has been delayed due to roadway width concerns. DISCUSSION Delaying the S 150th St project and cancelling the two pipe relining projects leaves approximately $200,000.00 in construction funds available for other project sites in 2012. To avoid delaying other needed projects, staff reviewed the Small Drainage Project List to determine if additional projects could be constructed this year without delaying the construction process. Three projects were selected which do not involve outside permitting or complicated design aspects that could be quickly designed and added to the 2012 construction schedule. These projects are; Site 6 S 107th St Drainage Extension, Site 7 52nd /53rd Aves S Drainage Extension, and Site 8 S 114 St Drainage Crossings. BUDGET SUMMARY FROM 2012 CIP Original Design Contract (Sites 1 -5) Construction Supplement No.1 (Sites 6 -8) Total Contract Budget 64,945.76 80,000.00 675,000.00 23.992.79 0.00 88,938.55 755,000.00 A total of $675,000.00 is available in construction funding that we are proposing using for the remaining $8,938.55 balance for the additional design costs. RECOMMENDATION Council is being asked to approve Supplemental Agreement No. 1 to Contract No. 11 -151 with KPG, Inc. in the amount of $23,992.79 and consider this item at the May 29, 2012 Committee of the Whole and subsequent June 4, 2012 Regular Council meeting. Attachments: Vicinity map (Revised to include all sites now scheduled for construction in 2012) Supplemental Agreement No. 1 WAPW Eng1PROJECTSW DR Projects12012 SDP (91241201)0esigmINFORMATION MEMO- Supplement 1- sb.doc Q Site 2 Site 5 N t Scale S 160th St S' r. Site 3 si 1 v Sena w m181� s v a a e Ar e 1 panao 11 S IROth 6 0 N T tltl Rlvtl t. LL f s_oom sr -1 a s,,_ 2012 Annual Neighborhood Drainage Program Revised 4 ua ha is a Tukvrlla AM:k Date: 20 2 SUPPLEMENTAL AGREEMENT NO.1 AGREEMENT NO. 11 -151 PROJECT No. 91041201 City of Tukwila KPG, Inc. Public Works Department 753 9th Avenue N. 6300 Southcenter Boulevard #100 Seattle, WA 98109 Tukwila, WA 98188 PROJECT: 2012 Small Drainage Program Additional Project Sites This SUPPLEMENTAL AGREEMENT NO. 1 is to supplement the agreement entered into with KPG, Inc. and the City of Tukwila, which was executed on the 6 day of December, 2011. All provisions in the basic agreement remain in effect, except as expressly modified as follows: Article 2, Scope of Services, shall be modified as follows: The Consultant agrees to provide design engineering services as requested by the City in accordance with the scope of work included as Exhibit A. Article 4, Payment, shall be modified as follows: Payment for work provided by Consultant shall be made as provided on Exhibit B, attached hereto, provided that the total amount of payment to the Consultant for this work not exceed $23,992.79 without express written modification of the Agreement signed by the City. The new total contract shall not exceed $88,938.55 without express written modification of the Agreement signed by the City. IN WITNESS WHEREOF, the parties hereto have set their hands and seals this day of 2012. APPROVED: APPROVED: CITY OF TUKWILA KPG, INC. Jim Haggerton Nelson Davis, P.E. Mayor Principal Attested: Christy O'Flaherty, City Clerk 0 Exhibit A City of Tukwila 2012 Annual Small Drainage Program Supplement No. 1 Additional Site Mapping and Design Scope of Work April 9, 2012 KPG The purpose of this scope of work is to add mapping, design, and SEPA checklist documentation for the following project sites to be included in the 2012 Annual Small Drainage Program: Site 6: S.107 th Street Drainage Extension Extend drainage from S 107 Street to Beacon Avenue S and eliminate ditch on the south side of 107 to the extent feasible. This project is necessary in advance of the overlay of S 10 and Beacon Ave that is scheduled for 2013. Site 7: 52 53 Ave S Drainage Extension Extend a 12" Storm Drain from the existing 53 Avenue South to a ponding area on the north end of 52 Avenue South via S 142 Street. The ponding area overflows into private property during heavy rain and no formal collection system is available on 52 or 142 nd Site 8: S114 th Street Drainage Crossings Provide drainage crossings at up to 3 existing catch basin locations to accommodate the overlay of S 114 Street, which is scheduled for 2013. These projects have been added due to permit complexities with Site 2 (S 128 Street/Wells Trucking) and Site 4 (Ryan Hill Pipe Repairs) of the original scope authorization. Washington Department of Fish and Wildlife will not grant an HPA for the portions of these projects that lie on private property without full fish passable compliance. The portions of these sites that are not permittable are deleted from the 2012 Small Drainage Program. Work on these projects shall include any necessary survey, alternative analyses, quantity estimating and cost estimating to complete the projects. Surveyed base maps and horizontal utility locations will be provided for all sites. Right of way will be indicated on the base maps based on available assessor information. The Consultant shall incorporate these projects into the SEPA checklist for the 2012 Small Drainage Program. City of Tukwila KPG 2012 SDP Supp. No. 1 1 of 2 April 9, 2012 4 Exhibit A It is our understanding that none of the projects will require biological assessments, additional permits, detention facilities, or water quality treatment facilities. The budget assumes a straightforward approval process with no special studies or extensive coordination. All projects will be included in a single bid package to be assembled with the 2012 Annual Small Drainage Program. City of Tukwila KPG 2012 SDP Supp. No. 1 2 of 2 April 9, 2012 2012 annual Small Drainage Program supplement no 1 - additional site mapping and design hour and fee estimate City of Tukwila Jim Haggerton, Mayor INFORMATIONAL MEMORANDUM TO: Mayor Haggerton Utilities Committee FROM: Bob Giberson, Public Works Directorffi BY: Pat Brodin, Operations Manager DATE: May 11, 2012 SUBJECT: Soils Reclamation Facilitv Project No. 9941202 King County 2010 2013 Regional Stormwater Decant Facility Use Agreement ISSUE Approve Regional Stormwater Decant Facility Use Agreement with King County for Vactor truck waste disposal. BACKGROUND Tukwila cleans approximately 19,000 lineal feet of storm pipe and 1,000 catch basins each year. On an average week the crew removes 5 to 10 yards of material from the system that must be disposed of properly. The extracted sediment contains a fair amount of water that needs to be decanted. The Department of Ecology (DOE) notified the City that, due to concerns over ground water contamination, the City needs to either construct a Soils Reclamation Facility (decant facility) that allows the decanted water to be discharged into the sewer system or decant at an existing approved Soils Reclamation Facility. DISCUSSION Developing a City of Tukwila Soils Reclamation Facility will require the acquisition of land and construction of improvements to the site. The cost is currently estimated to be $2.8 million with a minimum of several years to complete the project. A Public Works Trust Fund loan application has just recently been submitted. Another future project, the proposed joint City Maintenance Facility could be a combined project with the Soils Reclamation Facility for economy of scale, operational efficiencies, and a maximum benefit cost ratio. For the interim, the City will contract a Use Agreement with King County as there is a DOE approved King County Soils Reclamation Facility in Renton that the City will be able to utilize. FINANCIAL IMPACT Costs for disposal are estimated to be $440.00 per load and with a projected 180 loads annually, the cost could be $79,200.00 per year and we currently have $30,000.00 budgeted. This estimate does not include the added staff and equipment costs associated with transporting the material to the King County facility in Renton. As the total cost for the use of King County's decant facility will be higher than $40,000.00, Council approval is needed for the Use Agreement. As costs are only estimated for 2012, we may need a budget amendment later in the year, but will use Surface Water's ending fund balance to compensate for this overrun. RECOMMENDATION Council is being asked to approve the King County Use Agreement for the Regional Stormwater Decant Facility Program and consider this item at the May 29, 2012 Committee of the Whole and subsequent June 4, 2012 Regular meeting. Attachments: King County Use Agreement W'\PW Eng \OTHER \Pat Brodin \Info Memo KC Use Ag Decant Waste Disposal 5- 11- 12- sb.docx 2010 2013 KING COUNTY REGIONAL STORMWATER DECANT FACILITY PROGRAM Application Use Agreement (Please Type or Print) APPLICANT/AUTHORIZED USER INFORMATION Business /Agency Name CITY OF TUKWILA Owner or /Principal Executive Officer Name Jim Haqqerton Title Mayor Business /Agency Physical Address 6200 SOUTHCENTER BLVD City TUKWILA Zip 98188 Tax ID Number 91- 6001519 Telephone Number (206) 433 -1860 Fax Number E -mail Address Web Address WWW. TUKWILAWA. GOV Billing Address if different from above City TUKWILA Billing Contact Name JOHN HOWAT Billing Contact Telephone Number Day -to -Day Operations Contact Name 600 MINKLER BLVD Zip Title SUPERINTENDENT (206) 433 -1864 JOHN HOWAT Title SFW R R g TgFAcF WATE cjj pFgTNTFNDFNT Telephone Number (206) 433 -1864 Fax E -mail iohn.howat@ tukwilawa.Qov PROGRAM PURPOSE (206) 575 -3404 Cell Number (206) 571 -6312 The purpose in establishing this system of stormwater decant facilities is to provide an environmentally sound system for disposing of waste generated from the cleaning of stormwater drainage systems. King County is providing a system for the disposal of stormwater waste by constructing stormwater decant facilities open to all users, including King County agencies, other public agencies and private companies. In order to operate this system it is required that all users pay their fair share and follow standard operating procedures as laid out in this Use Agreement and the Regional Stormwater Decant Facility Program Operations and Maintenance Manual (Operations Manual). Page 1 of 9 2010 2013 KING COUNTY REGIONAL STORMWATER DECANT FACILITY PROGRAM Application Use Agreement USE AGREEMENT CONDITIONS 1. This Use Agreement is entered into between the City of Tukwila (the "Authorized User and King County (the "County This Use Agreement shall be valid from 2012 through December 31, 2013. It may be amended at any time in writing to add or subtract equipment to Attachment A of the application. Either party may terminate this Use Agreement at any time by sending written notice to the person who signed this Use Agreement for the other party. The Authorized User is responsible for paying the user fee as established by King County, including, without limitation, any user fees that are outstanding on the termination of this Use Agreement. The current fee is eighty -one dollars ($81.00) per station entry and an additional fifty -nine dollars ($59.00) per ton for solids disposal. The fee structure is set by King County Council and may be amended at its discretion. 2.1. The Authorized User acknowledges that the late payment by Authorized User to the County of any sum due under this Use Agreement will cause the County to incur administrative, collection, processing and accounting costs and expenses not contemplated under this Use Agreement, the exact amounts of which are extremely difficult and impractical to fix. Therefore, if any sum due under this Use Agreement is not received by the County from the Authorized User within thirty (30) days from the invoice date "the Delinquency Date the Authorized User shall immediately pay to the County on the Delinquency Date 'a late charge of one percent (1 of the amount of such sum. The County and the Authorized User agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to the County for its loss caused by the Authorized User's nonpayment. Should Authorized User pay said late charge but fail to pay contemporaneously therewith all unpaid sums due under this Use Agreement, the County's acceptance of this late charge shall not constitute a waiver of Authorized User's default with respect to Authorized User's nonpayment or prevent the County from exercising all other rights and remedies available to the County under this Use Agreement or under law. 2.2. Additionally, all such delinquent sums, and all late charges not paid when due, shall bear interest for each day following their Delinquency Date until paid at a percentage rate equal to the lesser of (i) one and one -half percent (1.5%) per month or (ii) the maximum rate permitted under applicable law. 2.3. Waiver of the late charge or interest with respect to any delinquent payment will not be deemed to constitute a waiver of the late charge or interest with respect to any subsequent delinquent payment. 2.4. Any payments of any kind returned for insufficient funds will be subject to an additional charge of $35.00 payable by Authorized User to the County. Page 2 of 9 2010 2013 KING COUNTY REGIONAL STORMWATER DECANT FACILITY PROGRAM Application Use Agreement 2.5. if payments are received by check or draft from Authorized User, and two (2) or more of such checks or drafts are dishonored by the bank or other financial institution they were drawn upon in any twelve (12) month period, the County may thereafter terminate this Use Agreement or require all payments due hereunder from Authorized User to the County to be made by bank cashier's or bank certified check or other similar means of payment and the County shall not be required to accept any checks or drafts of Authorized User which do not comply with such requirements. 2.6. If suit is brought upon the Authorized User's failure to pay, and if judgment in such a suit is entered in favor of the County, then the Authorized User shall pay all damages, including but not limited to costs, expenses and reasonable attorney's fees and all other litigation related expenses, incurred by the County. 3. The Authorized User certifies that it will maintain for a four -year period after each use of the facility, on the Authorized User's premises, a detailed log of all activities conducted by each vehicle that uses the facility. This log must identify all stormwater drainage systems that have been cleaned and be signed by the driver on a daily basis. This log shall be made available for inspection by King County or its assigns upon request by the Program Administrator and shall contain the information identified in the Operations Manual. 4. The Authorized User certifies that it will abide by all rules and regulations contained within the Operations Manual and that all drivers will attend training by King County DOT, prior to using any King County facility. New employees will be provided training in a timely manner. The driver is responsible for their own and any driver's helpers' activities relating to the use of the facilities. 5. In the event that any of the Authorized User's officers, employees, agents or representatives causes damage in any way to any facility or property of King County, the Authorized User covenants and agrees to pay King County the amount of damages thereby incurred by King County, together with any and all costs, legal and otherwise, including attorney's fees, incurred by King County in the determination of the nature and extent of the damage and enforcement of such obligation against the Authorized User. 6. The Authorized User will provide the Program Administrator with a copy of the User's procedures for dealing with known or suspected contaminated "hot" loads. Although the County reserves the right to review and approve such procedures, the County is under no obligation to do so, and the County assumes no responsibility for such procedures or their compliance with applicable laws, rules and regulations, which shall remain the sole responsibility of the Authorized User. 7. The Authorized User further agrees to pay all disposal costs, cleanup costs, remediation costs and other costs, if any, resulting from the delivery of contaminated materials by the Authorized User to a King County facility. For purposes of this Application Use Agreement, "contaminated" or "contaminated materials" means any hazardous, toxic or dangerous substance, waste or material which is or becomes regulated under any federal, state Page 3 of 9 10 2010 2013 KING COUNTY REGIONAL STORMWATER DECANT FACILITY PROGRAM Application Use Agreement or local statute, ordinance, rule, regulation or other law now or hereafter in effect pertaining to environmental protection, contamination, remediation or cleanup, or public health, safety or welfare, including, without limitation, any substance, waste or material which now or hereafter is designated as hazardous in or for the purposes of any federal, state or local statue, ordinance, rule or other regulation. 8. The Authorized User agrees that King County personnel may inspect its vehicles and contents at any time such inspection is requested by King County at the point of disposal. 9. The Authorized User agrees that in the event that King County determines that the Authorized User has violated any provision hereof this Use Agreement may be terminated immediately by King County. HOLD HARMLESS AND INDEMNIFICATION To the maximum extent permitted by law and except to the extent caused by the sole negligence of King County, the Authorized User shall protect, defend, indemnify, and save harmless the County, its officers, officials, employees and agents, from any and all penalties,, losses, costs, claims, judgments, and /or awards of damages, of whatsoever nature arising out of or in any way resulting from the acts or omissions of the Authorized User, its officers, employees, and /or agents incident to this Application Use Agreement. The Authorized User agrees that its obligations hereunder extend to any claim, demand, and /or cause of action brought by or on behalf of any of its employees or agents. For this purpose, the Authorized User, by mutual negotiation, hereby waives, as respects the County only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the County incurs any judgment, award and/or cost arising therefrom, including attorney's fees, to enforce the provisions of this paragraph, all such fees, expenses, and costs shall be recoverable by the County from the Authorized User. The foregoing Hold Harmless and Indemnification provisions shall survive the expiration or termination of this Use Agreement with respect to any event that occurs prior to, or on the date of, such expiration or termination. Nothing contained within these provisions shall affect and /or alter the application of any other provision contained within this Use Agreement. INSURANCE REQUIREMENTS A. By the date of execution of this Use Agreement the Authorized User shall procure and maintain for the duration of this Use Agreement insurance against claims for injuries to persons or damages to property which may arise from, or in connection with the performance of work hereunder by the Authorized User, its agents, representatives, employees, and/or subcontractors. The cost of such insurance shall be paid by the Page 4 of 9 11 2010 2013 KING COUNTY REGIONAL STORMWATER DECANT FACILITY PROGRAM Application Use Agreement Authorized User. For All Coverages: Each insurance policy shall be written on an "Occurrence" form. By requiring such minimum insurance, the County shall not be deemed or construed to have assessed the risks that may be applicable to the Authorized User under this Use Agreement. The Authorized User shall assess its own risks and, if it deems appropriate and /or prudent, maintain greater limits and /or broader coverage. Nothing contained within these insurance requirements shall be deemed to limit the scope, application and/or limits of the coverage afforded, which coverage will apply to each insured to the full extent provided by the terms and conditions of the policy(s). Nothing contained within these provisions shall affect and /or alter the application of any other provision contained within this Use Agreement. B. Minimum Scone of Insurance Coverage shall be at least as broad as: 1. General Liability: Insurance Services Office form number (CG 00 01 Ed. 11 -88) covering COMMERCIAL GENERAL LIABILITY. 2. Automobile Liability: Insurance Services Office form number (CA 00 01 Ed. 12 -90) covering BUSINESS AUTO COVERAGE, symbol 1 "any auto or the combination of symbols 2, 8, and 9. 3. Workers' Compensation: Workers' Compensation coverage, as required by the Industrial Insurance Act of the State of Washington. 4. Employers Liability or "Stop- Gap The protection provided by the Workers Compensation policy Part 2 (Employers Liability) or, in states with monopolistic state funds, the protection provided by the "Stop Gap" endorsement to the General Liability policy. C. Minimum Limits of Insurance The Authorized User shall maintain limits no less than, for: 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage, and for those policies with aggregate limits, a Page S of 9 12 2010 2013 KING COUNTY REGIONAL STORMWATER DECANT FACILITY PROGRAM Application Use Agreement $2,000,000 aggregate limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers' Compensation: Statutory requirements of the State of residency. 4. Employers Liability or "Stop Gap" coverage: 1,000,000 limit of liability D. Deductibles and Self- Insured Retention Any deductibles or self- insured retention must be declared to, and approved by, the County. The deductible and/or self insured retention of the policies shall not limit or apply to the Authorized User's liability to the County and shall be the sole responsibility of the Authorized User. E. Other Insurance Provisions The insurance policies required in this Use Agreement are to contain, or be endorsed to contain the following provisions: 1. General and Automobile Liability Policy(s): a. The County, its officers, officials, employees and agents are to be covered as additional insured as.respects: liability arising out of activities performed by or on behalf of the Authorized User in connection with this Use Agreement. b. To the extent of the Authorized User's negligence, the Authorized User's insurance coverage shall be primary insurance as respects the County, its officers, officials, employees and agents. Any insurance and /or self insurance maintained by the County, its officers, officials, employees or agents shall not contribute with the Authorized User's insurance or benefit the Authorized User in any way. c. The Authorized User's insurance shall apply separately to each insured against whom a claim is made and/or lawsuit is brought, except, with respect to the limits of the insurer's liability. 2. All Policies: Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits, except by the reduction of the applicable aggregate limit by claims paid, until after forty -five (45) days prior written notice has been given to the County. Page 6 of 9 13 2010 2013 KING COUNTY REGIONAL STORMWATER DECANT FACILITY PROGRAM Application Use Agreement P. Acceptability of Insurers Unless otherwise approved by the County, Insurance is to be placed with insurers with a Bests' rating of no less than ANIII, or, if not rated with Bests', with minimum surpluses the equivalent of Bests' surplus size VIII. If at any time, any of the foregoing policies shall be or become unsatisfactory to the County, as to form or substance, or if a company issuing any such policy shall be or become unsatisfactory to the County, the Authorized User shall, upon notice to that effect from the County, promptly obtain a new policy, and shall submit the same to the County, with the appropriate certificates and endorsements, for approval. G. Verification of -Coverage The Authorized User shall furnish the County with certificates of insurance and endorsements required by this Use Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements for each insurance policy are to be on forms approved by the County and are to be received and approved by the County prior to the commencement of activities associated with this Use Agreement. The County reserves the right to require complete, certified copies of all required insurance policies at any time. H. Subcontractors The Authorized User shall include all subcontractors as insured under its policies, and/or shall furnish separate certificates of insurance and policy endorsements from each subcontractor. Insurance coverage provided by subcontractors, as evidence of compliance with the insurance requirements of this Use Agreement shall be subject to all of the requirements stated herein. I. Municipal or State Azencv Provisions If the Authorized User is a Municipal Corporation or an agency of the State of Washington and is self insured for any of the above insurance requirements, a certification of self insurance shall be attached hereto and be incorporated by reference and shall constitute compliance with this section. Page 7 of 9 14 2010 2013 KING COUNTY REGIONAL STORMWATER DECANT FACILITY PROGRAM Application Use Agreement CASH DEPOSIT The applicant shall, at the time it submits this application, deposit with the County, and shall maintain during the entire term of this Use Agreement, a non interest bearing cash deposit as follows: fifteen- hundred dollars ($1,500.00) payable to King County DOT. King County may increase or decrease the amount of the deposit on thirty (30) days written notice to the Authorized User. If King County increases the amount, the Authorized User shall deposit the amount of the increase with King County no later than thirty (30) days after the date of the County's written notice. If King County decreases the amount, King County shall refund the amount of the decrease to the Authorized User. This deposit shall be used to ensure payment of monthly billings, costs associated with disposal of contaminated materials, damages to the facility or other County property, and any other amounts due the County by the Authorized User, and may be utilized by King County when the amount payable by the Authorized User to King County is delinquent. Neither the payment of said deposit to King County, nor King County's utilization of the deposit, shall limit the Authorized User's liability to King County for the payment of amounts due the County by the Authorized User in excess of the amount covered by said deposit. If the County utilizes the cash deposit, authorization to use the facilities may be suspended and use privileges will not be reinstated until deposit levels are restored to the original amount and all outstanding bills have been paid. The amount remaining in the deposit will be returned to the Authorized User when this Use Agreement expires or terminates and all outstanding claims are satisfied. A waiver of the cash deposit may be granted to public agencies. Page 8 of 9 15 2010 2013 KING COUNTY REGIONAL STORMWATER DECANT FACILITY PROGRAM Application Use Agreement Terms of the Regional Stormwater Decant Facility Program 2010 2013 Application Use Aiireement have been read and agreed to by: /�lIJ Signature of owner or principal executive Date officer Print name Titlej A. Compan} THE FOLLOWING CHECKED ITEMS MUST BE INCLUDED IN YOUR APPLICATION PACKET: X Pages 1 9 of the Application Use Agreement X Attachment A Vehicle Identification Information X Certificate of Liability Insurance X Contaminated Load Procedure (See 2.6) L Fifteen- hundred dollar ($1,500.00) deposit (Checks or money orders. Make checks payable to: King County DOT) Copy of Reseller Permit if this applies to your company SEND COMPLETED APPLICATION TO: Louise Pitell King County Roads Maintenance Section Regional Stormwater Decant Facility Program 155 Monroe Ave NE Renton, WA 98056 -4199 Approved by Date Program Administrator, Roads Maintenance Section King County Road Services Division Approved by Date Finance Manager, Finance Unit King County Road Services Division Page 9 of 9 16 Attachment A King County Regional Stormwater Decant Facility Program 2010 2013 Application Use Agreement DATE: March 6, 2012 BUSINESS /AGENCY NAME: CITY OF TUKWILA VEHICLE IDENTIFICATION INFORMATION Truck #1 Truck #2 Vehicle License Plate 25198D 49212D Number /State VIN Number 1HTGGAHT7XH643524 1HTWXAHT99J117600 Truck Year /Make* 1998 INTERNATIONAL 2009 INTERNATIONAL CAB /CHASSIS CAB /CHASSIS 7600 Unit Year /Make* 1998 Vactor 2009 Vactor Vehicle Color, Distinguishing Blue White Marks Company ID No. #1309 #2311 Max. Unit Capacity 10 Yards /1300 Gallons 10 Yards /1300 Gallons CYDS Gallons All Trucks and Units must have the following capabilities: 1) Ability to discharge liquids and solids separately. 2) Total capacity for liquid not to exceed 3,000 gallons. 3) Company name on both sides of truck visible from 100 feet. Truck #3 17 ASHiNGTON MOTOR VEHICLE INSURANCE IDENTIFICATION CARD WASHINGTON MOTOR VEHICLE INSURANCE IDENTIFICATION CARD MPANY NAME: SHINGT'ON CITIES INSURANCE AUTHORITY F INSURED- RISK, POOL I IA MEMBER 1 of 9 A t a i the minimum c4ve,rpr6viEltd by flits policy meet I$y lime pre by tttw. f AE OF INSURED: EFFEftVE DATE wile t1NTtL CANCEL''LEr1 rllcable with respect to the following vehicle: t MAKE MODEL VEHICLE IDENTIFICATION NUMBER p9 Intem tit crol Vactor lH1WXA109J117600 C SEE CITY EMPLOYEE MESSAGE ON REVERSE SIDE E CITY EMPLOYEE MESSAGE: 1. Give immediate assistance. 2. Record all details of the incident, to include names, time, exact location (take pictures if possible). Be observant and accurate. 3. Fill out an incident report as soon as possible and forward it to your supervisor. 4. In the event of an incident involving serious injury, a fatality, or large property loss occurring AFTER regular working hours, call Evergreen Adjustment Service at 1- 800 933 -4235 5. Do not admit liability or state that the city will take care of the damages. 6. Do not discuss the incident with anyone other than your supervisor or other authorized personnel. YEAR MAKE MODEL VtHtLLt IUtNI ItK.AI IUIe NUMe t 1998 Teti m 1,, i m al Vaster I=ANT7XH643524 SfE CITY EMPLOYEE MESSAGE ON REVERSE SIDE CITY EMPLOYEE MESSAGE: 1. Give immediate assistance. 2. Record all details of the incident, to include names, time, exact location (take pictures if possible). Be observant and accurate. 3. Fill out an incident report as soon as possible and forward it to your supervisor. 4. In the•eventof an incident involving serious injury, a fatality, or large property loss occurring AFTER regular working hours, call Evergreen Adjustment Service at 1- 800 933 -4235 5. Do not admit liability or state that the city will take care of the damages. 6. Do not discuss the incident with anyone other than your supervisor or other authorized personnel. 18 COMPANY NAME: Address of claims office: WASHINGTON CITIES INSURANCE AUTHORITY Address of claims office: PO Box 88030 Tukwfia�WA98 }3B� SELF INSURED RISK POOL PO Box 88030 Tukwila, WA48}38 (2t16? »S 6046 WCIA MENIBER 1,of 9 (206);575 504& mtjs port' The coverairpLed by lfils pclkY meets the minimum T b� L he A' City Half fl t before` liabili hmlM prescribed by taw. e:l 4 m s l I art fo 04 alf' t bef calling the Claims Offic calling tfieClalin Offlt` NAME OF INSURED- EFFECTIVE DATE t i i y Tukwila j i UNTIL CANCELLktl i i j j L y Applicable with respect to the following vehicle: t MAKE MODEL VEHICLE IDENTIFICATION NUMBER p9 Intem tit crol Vactor lH1WXA109J117600 C SEE CITY EMPLOYEE MESSAGE ON REVERSE SIDE E CITY EMPLOYEE MESSAGE: 1. Give immediate assistance. 2. Record all details of the incident, to include names, time, exact location (take pictures if possible). Be observant and accurate. 3. Fill out an incident report as soon as possible and forward it to your supervisor. 4. In the event of an incident involving serious injury, a fatality, or large property loss occurring AFTER regular working hours, call Evergreen Adjustment Service at 1- 800 933 -4235 5. Do not admit liability or state that the city will take care of the damages. 6. Do not discuss the incident with anyone other than your supervisor or other authorized personnel. YEAR MAKE MODEL VtHtLLt IUtNI ItK.AI IUIe NUMe t 1998 Teti m 1,, i m al Vaster I=ANT7XH643524 SfE CITY EMPLOYEE MESSAGE ON REVERSE SIDE CITY EMPLOYEE MESSAGE: 1. Give immediate assistance. 2. Record all details of the incident, to include names, time, exact location (take pictures if possible). Be observant and accurate. 3. Fill out an incident report as soon as possible and forward it to your supervisor. 4. In the•eventof an incident involving serious injury, a fatality, or large property loss occurring AFTER regular working hours, call Evergreen Adjustment Service at 1- 800 933 -4235 5. Do not admit liability or state that the city will take care of the damages. 6. Do not discuss the incident with anyone other than your supervisor or other authorized personnel. 18 City o f Akwila Public Works Maintenance Department CONTAMINATED LOAD PROCEDURE PURPOSE: To identify, handle and dispose of suspected and /or obvious contaminated materials. POLICY STATEMENT: As of this time, the City of Tukwila is not Licensed to carry hazardous materials. Our operators are instructed that if there is an oily residue, if it looks suspicious, or an unfamiliar odor is emitting from the structure it must be tested before we can clean it. If the load is unsafe, we cannot proceed. The City of Tukwila refers this work to a licensed vendor. Any liquid loads that may be contaminated with oil, gasoline, or grease will not be disposed of at King County Regional Stormwater Decant Station. 600 A[inkler Boulevard Tukwila, Washington 98188 Phone: 206- 433 -1860 Fax: 206 -575 -3404 19 20 City of Tukwila Jim Haggerton, Mayor INFORMATIONAL MEMORANDUM TO: Mayor Haggerton Utilities Committee FROM: Bob Giberson, Public Works Director BY: Pat Brodin, Operations Manager DATE: May 11, 2012 SUBJECT: Cascade Water Alliance Joint Municipal Utility Services Authority ISSUE Changing Cascade Water Alliance (CWA) from a Watershed Management Partnership to a Municipal Corporation under the Joint Municipal Utility Services Authority Act (JMUSA). BACKGROUND CWA is in the process of converting from a Watershed Management Partnership to a Municipal Corporation under the JMUSA. A JMUSA structure will provide CWA with additional operational flexibility and will clearly establish Cascade as a public utility. At meetings in 2011, the Committee reviewed an outline of changes to CWA's Interlocal Contract, Bylaws, and Code that would be required to affect the conversion. A revised draft mark -up of the Interlocal Contract, showing proposed amendments to convert CWA to a Municipal Corporation is included. The mark -up of Interlocal Contract changes also includes potential policy and non policy changes required to update and correct the document. CWA's Board approved the conversion to a Municipal Corporation at the March 2012 board meeting. DISCUSSION Now that the Interlocal Contract has been revised, it requires ratification by each member agency through their legislative authority. Once the Interlocal is approved by all the members, CWA will be able to proceed with the process of becoming a Joint Municipal Utility Services Authority. FISCAL IMPACT None. RECOMMENDATION Council is being asked to approve the revised Interlocal Contract with CWA and consider this item at the May 29, 2012 Committee of the Whole and subsequent June 4, 2012 Regular Meeting. Attachments: Draft Resolution CWA Letter to Mayor Haggerton dated 4/11/12 CWA Joint Municipal Utility Services Agreement W:\PW Eng \OTHER \Pat Brodin \Info Memo CWA JMUSA 5- 11- 12- sb.docx 21 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, RATIFYING THE AMENDED AND RESTATED CASCADE WATER ALLIANCE INTERLOCAL CONTRACT AND AUTHORIZING THE MAYOR TO SIGN THE JOINT MUNICIPAL UTILITY SERVICES AUTHORITY CONTRACT. WHEREAS, the City of Tukwila and members of the Cascade Water Alliance "Cascade entered into an Interlocal Contract effective April 1, 1999 (Resolution No. 1417), which was amended and restated on December 15, 2004 and on October 26, 2011; and WHEREAS, Section 3.3 of the Interlocal Contract provides that Cascade may be converted into a separate municipal corporation if and as permitted by law, and that upon the creation of such separate municipal corporation, all Cascade rights and obligations and all Member rights and obligations shall transfer to that new municipal corporation; and WHEREAS, in 2011 the Washington State Legislature enacted the Joint Municipal Utilities Services Act codified as Chapter 39.106 RCW "the Act which provides in RCW 39.106.080 for the conversion of an existing governmental entity formed under the Interlocal Cooperation Act (Chapter 39.34 RCW) into a Joint Municipal Utility Services Authority under the Act; and WHEREAS, in accordance with Sections 3.3 and 10.4 of the Cascade Water Alliance Interlocal Contract, Cascade's members (who are all public agencies that are parties to an existing interlocal contract) are otherwise eligible to form a Joint Municipal Utility Services Authority under the Act to provide the relevant utility services; and WHEREAS, the City of Tukwila intends to ratify the amended and restated Cascade Water Alliance Interlocal Contract in compliance with the Act to support the conversion of Cascade into a Joint Municipal Utility Services Authority; W: \Word Processing- City \Resolutions \Joint Municipal Utility Svc Authority contract 5 -10 -12 GL:bjs Page 1 of 2 22 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY RESOLVES AS FOLLOWS: Amend the Cascade Water Alliance Interlocal Contract. The Mayor of the City of Tukwila is authorized on behalf of the City to sign the amended Cascade Water Alliance Interlocal Contract, which provides for the conversion of the Cascade Water Alliance into a Joint Municpal Services Authority. Entering into a Joint Municipal Utility Services Authority. The Mayor of the City of Tukwila is authorized on behalf of the City to sign the Joint Municipal Utility Services Authority contract, which has been assigned Number PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a Regular Meeting thereof this day of 1 2012. ATTEST /AUTHENTICATED: Christy O'Flaherty, MMC, City Clerk Verna Seal, Council President APPROVED AS TO FORM BY: Shelley M. Kerslake, City Attorney Filed with the City Clerk: Passed by the City Council: Resolution Number: W: \Word Processing- City \Resolutions \Joint Municipal Utility Svc Authority contract 5 -10 -12 GL:bjs Page 2 of 2 23 RECEI�t� APR 13 2p12 Cl OR pFFj o CASCADE WATER ALLIANCE April 11, Div I Jim Haggerton Mayor City of Tukwila 6200 Southcenter Boulevard Board of Directors Tukwila, WA 98188 Chair Dear Mayor Ha erton: John Marchione Y 99 Mayor City of Redmond At its regular meeting on March 28, 2012, the Board of Directors of the Cascade Vice Chair Water Alliance unanimously adopted Resolution No. 2012 -06 for the purpose of David Knight adopting an Amended and Restated Interlocal Contract. Commissioner Covington Water District Adoption of the Amended and Restated Interlocal Contract is a two -step process. Secretary/Treasurer Once adopted by a 65% Dual Majority Vote of the Board, amendments to the Jim Hagg yoor Interlocal Contract must be ratified by 65% by Dual Majority of the Members' City of Tukwila legislative authorities. This ratification must occur within one hundred and twenty Don Davidson (120) days of the Board's vote or by July 26. 2012. In light of Cascade's Councilmember exploration of seeking finance options in 2012, we respectfully request that your City of Bellevue legislative authorities ratify the Amended and Restated Interlocal Contract by Fred Butler July 1, 2012. Deputy Council President City of Issaquah Enclosed for presentation to your legislative body are the following: Penny Sweet Councilmember 1. Two originals of the Amended and Restated Interlocal Contract, dated City of Kirkland March 28, 2012, executed by Cascade; Lloyd Warren 2. The Amended and Restated Interlocal Contract in a table format with an Commissioner explanation of each change in both side notes and color -code; Sammamish Plateau 3. A two -page list of the policy changes contained in the Amended and Water &Sewer District Restated Interlocal Contract; Jon Ault 4. A copy of the Board's approved Resolution No. 2012 -06; and Commissioner A two a e history of the 2011 Legislation Skyway Water &Sewer District 5 P 9 rY ESSB 1332 9 that authorizes Cascade to amend its Interlocal Contract in order to convert to a Joint Municipal Utilities Services Authority and a description of the issues that the Legislation was intended to address. Chief Executive Officer Once your legislative body has acted to ratify the Amended and Restated Interlocal Chuck Clarke Contract, please have the two originals executed. Return one executed copy and the resolution or official action of your legislative body approving the agreement to Cascade. When Cascade has received all the signature pages, which are being executed in counterparts, Cascade will send each Member a fully executed document. Cascade will also file the agreement with Secretary of State and that filing date will be the effective date of Cascade as a Joint Municipal Utilities Services Authority. 520112 1h Avenue NE Suite 400 Bellevue, WA 98004 Phone: 425.453.0930 Fax: 425.453.0953 Website: www.cascadewater.org 24 April 11, 2012 Page Two Cascade is very pleased to be converting to a Joint Municipal Utilities Services Authority and looks forward to operating efficiently at a municipal corporation. If you would like me to join you to discuss the amendments or answer questions when your legislative body considers the Amended and Restated Interlocal Contract, such arrangements will be made. Sincerely, a 6 Chuck Clarke Chief Executive Officer cc: John Marchione, Chair, Board of Directors of the Cascade Water Alliance Pat Brodin 25 After recording, return to: j Van Ness Feldman GordonDerr 2025 First Avenue, Suite 500 Seattle, Washington 98121 (206) 382 -9540 WASHINGTON STATE RECORDER'S Cover Sheet (RCW 65.04) DOCUMENT TITLE(S) (or transactions contained therein): CASCADE WATER ALLIANCE JOINT MUNICIPAL UTILITY SERVICES AGREEMENT 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 Assessor Tax not yet assigned 26 Cascade Water Alliance. Joint Municipal Utility Services Agreement March 28, 2012 27 TABLE OF CONTENTS ARTICLE1. AGREEMENT ..............................2 ARTICLE 2. DEFINITIONS ..............................2 ARTICLE 3. FORMATION OF ENTITY; PURPOSE AND POWERS ..............................5 Section3.1 Formation 5 Section3.2 Membership 6 Section3.3 Purposes ..............................6 Section3.4 Powers ..............................7 ARTICLE 4. ORGANIZATION STRUCTURE; BOARD ..............................8 Section 4.1 Composition, ByLaws and Meetings 8 Section 4.2 Powers of the Board 9 Section4.3 Voting 9 Section4.4 Officers and Committees 9 Section4.5 Executive Committee 9 Section 4.6 Staff, Consultants and Contractors .............................10 Section 4.7 Budget; Dues; Financial Management .............................10 ARTICLE 5. ASSET DEVELOPMENT AND SUPPLY COMMITMENT ...........................10 Section 5.1 Property Acquisition, Ownership and Disposition .............................10 Section5.2 Supply Commitment .............................11 Section5.2.1 Commitment to Members .............................11 Section 5.2.2 Additional Rules for Members Retaining Independent Supply .....................12 Section5.3 Financing of Assets .............................12 Section5.3.1 Issuance of Bonds .............................13 Section5.3.2 Pledge of Revenues .............................13 Section5.3.3 Continuing Disclosure .............................14 Section 5.3.4 Preservation of Tax Exemption for Interest on the Bonds .............................14 Section5.3.5 Additional Certificates .............................14 Section 5.4 Supply Expansions and System Extensions .............................14 Section 5.5 Regional Capital Facilities Charges .............................15 Section 5.6 Transfer Upon Mergers, Consolidations and Assumptions .............................16 ARTICLE 6. NEW INDEPENDENT SUPPLY .............................16 Joint Municipal Utility Services Agreement i March 28, 2012 28 ARTICLE 7. ASSET MANAGEMENT .............................16 Section7.1 Supply System Management .............................16 Section7.2 Conservation .............................16 Section7.3 Shortages and Emergency .............................17 Section7.3.1 Shortages .............................17 Section7.3.2. Emergency .............................17 Section7.4 Water Quality .............................18 Section 7.5 Water Supply Rates and Charges .............................18 Section7.6 Franchises and Easements .............................19 Section7.7 Sales of Water to Non Members .............................19 Section 7.8 Payment Procedures; Default; Step -Up Provisions .............................19 Section7.8.1 Invoice and Payment .............................19 NO THIRD PARTY BENEFICIARIES .............................23 Section 7.8.2 Default and Step -Up .............................20 ARTICLE 13. ARTICLE8. PLANNING 20 Section8.1 Water Supply Plan .............................20 ARTICLE15. Section8.2 Watershed Management Plan .............................21 Section 8.3 System Reliability Methodology .............................21 ARTICLE 9. DURATION AND DISSOLUTION; WITHDRAWAL .............................21 Section9.1 Duration .............................21 Section9.2 Withdrawals .............................21 Section9.3 Disincorporation .............................22 Section9.4 Successor Entity .............................23 ARTICLE 10. AMENDMENTS .............................23 ARTICLE 11. APPLICABLE LAW AND VENUE .............................23 ARTICLE 12. NO THIRD PARTY BENEFICIARIES .............................23 ARTICLE 13. SEVERABILITY .............................23 ARTICLE 14. ENTIRE AGREEMENT 23 ARTICLE15. EXECUTION .............................25 Joint Municipal Utility Services Agreement ii March 28, 2012 29 CASCADE WATER ALLIANCE JOINT MUNICIPAL UTILITY SERVICES AGREEMENT RECITALS A. WHEREAS, the Members of Cascade Water Alliance "Cascade entered into an Interlocal Contract "Interlocal Contract effective April 1, 1999, and amended and restated on December 15, 2004, and on October 26, 2011. Under the Interlocal Contract, Cascade was created as a public body and an instrumentality of its Members, which exercised essential governmental functions on its Members' behalf as authorized by the Interlocal Cooperation Act (Chapter 39.34 RCW), and has been functioning as a watershed management partnership, as authorized by RCW 39.34.200. Cascade was incorporated as a public nonprofit corporation in the manner set forth in the Nonprofit Miscellaneous and Mutual Corporations Act (Chapter 24.06 RCW). B. WHEREAS, Section 3.3 of the Interlocal Contract provides that Cascade may be converted into a separate municipal corporation if and as permitted by law, and that upon the creation of such a separate municipal corporation, all Cascade rights and obligations and all Member rights and obligations shall transfer to that new municipal corporation. Section 10.4 of the Interlocal Contact provides that "upon a 65 percent Dual Majority Vote (ratified within 120 days by 65 percent), 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 state law), and all obligations of Members and parties contracting with Cascade become obligations to the successor entity." Cascade's Board resolutions also reserved Cascade's right to convert into a municipal corporation. C. WHEREAS, the Washington Legislature enacted the Joint Municipal Utilities Services Act, (Chapter 258; Laws of 2011), codified as Chapter 39.106 RCW ("the Act which provides in RCW 39.106.080 for the conversion of existing an intergovernmental entity formed under the Interlocal Cooperation Act (Chapter 39.34 RCW) into a joint municipal utility services authority under the Act, if- The public agencies that are parties to an existing interlocal agreement would otherwise be eligible to form an authority to provide the relevant utility services; Those public agencies amend, restate, or replace that interlocal agreement so that it materially complies with the requirements of RCW 39.106.050; The amended, restated, or replacement agreement is filed with the Washington state secretary of state consistent with RCW 39.106.030; and The amended, restated, or replacement agreement expressly provides that all rights and obligations of the entity formerly existing under Chapter 39.34 RCW or other applicable law will thereafter be the obligations of the new authority created under Chapter 39.106 RCW. Joint Municipal Utility Services Agreement March 23, 2012 30 D. WHEREAS, under the Act, upon compliance with the requirements set forth in Recital C above, the new joint municipal utility services authority shall be a successor of the former intergovenunental entity for all purposes, and all rights and obligations of the former entity shall transfer to the new joint municipal utility services authority. Those obligations shall be treated as having been incurred, entered into, or issued by the new joint municipal utility services authority, and those obligations shall remain in full force and effect and shall continue to be enforceable in accordance with their terms. E. WHEREAS, in accordance with Sections 3.3 and 10.4 of the Interlocal Contract, Cascade's Members (who are all public agencies that are parties to an existing interlocal agreement are otherwise eligible to form a joint municipal utility services authority under the Act to provide the relevant utility services. F. WHEREAS, Cascade's Members intend to amend and restate the Interlocal Contract in compliance with the Act in order to convert Cascade into a joint municipal utility services authority. G. WHEREAS, Cascade's Members intend to transfer all Cascade rights, assets, liabilities, and obligations to the joint municipal utility services authority, to be created as provided herein. H. WHEREAS, Cascade's Members intend that, as a joint municipal utility services authority, it will constitute a municipal corporation and will no longer function as a watershed management partnership. NOW, THEREFORE, it is agreed by Cascade Members as follows: ARTICLE 1. Agreement. Effective upon approval by 65 Dual Majority Vote of the Board (as ratified within one hundred and twenty (120) days of such Dual Majority Vote by 65% Dual Majority of the Members' legislative authorities) the Interlocal Contract is hereby amended and restated as provided herein under the authority of the Act and shall be known as the Cascade Water Alliance Joint Municipal Utility Services Agreement. ARTICLE 2. Definitions. "Act" means the Joint Municipal Utilities Services Act, codified as Chapter 39.106 RCW, or as hereafter amended. "Agreement" means this Joint Municipal Utilities Services Agreement. "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 Supply System. "Authority" means a joint municipal utility services authority formed under the Act and the successor in interest to Cascade as an interlocal agency. Joint Municipal Utility Services Agreement March 28, 2012 31 "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. "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, a joint municipal utilities services authority. "Cascade ERUs" "CERUs means equivalent residential units, calculated according to the Regional Capital Facilities Charge Methodology. "Cascade Supply Date" means the date, established by a Resolution of the Board for each Member upon which Cascade undertakes a Supply Commitment. "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, 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. "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. "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 commodities, services, properties or facilities; (c) the receipt of earnings from the investment of money in any maintenance fund or similar fund; and (d) 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 (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 Joint Municipal Utility Services Agreement 3 March 23, 2012 32 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 Agreement or another agreement. "Independent Supply" or "Independent Supplies" means a Member's Water Supply Assets that are not part of the Supply System. "Joint Municipal Utilities Services Act" or "Act" means Chapter 39.106 RCW, or as hereafter amended. "Member" or "Members" means one or more member agencies of Cascade. "Member Charges" means all payments that Cascade Members are required by this Agreement 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 Agreement. "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 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. "Shortage Management Plan" means the plan adopted by the Board in accordance with Section 7.3.1. "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 obligation shall be characterized as "Full Supply Commitment," or an "Interruptible Supply Commitment" defined as follows: Joint Municipal Utility Services Agreement March 28, 2012 33 "Full Supply Commitment" or "Full Supply" for any or all of a Member's water needs means that those needs, as projected in the Cascade Water Supply Plan and as agreed to by that Member, 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" or "Interruptible Supply" 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 Agreement, the terms and conditions of membership, and the Supply Commitment resolution. "Supply System" or "Water 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 any Watershed Management Plan that existed on the effective date of the Authority which shall be considered a plan of the Authority. "Water Supply Plan" or "Cascade's Water Supply Plan" means the Cascade's Regional Water Supply Plan adopted by the. Board as provided in Section 8.1. "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. Effective on the date of filing of this Agreement with the Washington state secretary of state, Cascade shall be a joint municipal utility services authority formed under the Act; and is the successor for all purposes to the former Cascade created under the Interlocal Contract as an intergovernmental entity existing under the laws of Chapter 39.34 RCW; and is no longer functioning as a watershed management partnership. All rights and obligations of the former intergovernmental entity are transferred to Cascade, the new Authority, which obligations shall be treated as having been incurred, entered into, or issued by Cascade, the successor, and those obligations (including without limitation, outstanding Bonds issued by the former Cascade) shall remain in full force and effect and shall continue to be enforceable in accordance with their terms. Cascade Water Alliance, as a joint municipal utility services authority, is a municipal corporation. Joint Municipal Utility Services Agreement March 28, 2012 34 Section 3.2 Membership. Subject to restrictions on future Cascade water rights, or to limitations upon place of use of water supply imposed by contract or permit, any city, town, county, water -sewer district, public utility district, other special purpose district, municipal corporation, or other unit of local government of this or another state that provides utility services, and any Indian tribe recognized as such by the United States government (or as may be allowed by amendments to the Act) may be admitted as a member of Cascade. The decision to admit new Members rests with the sole discretion of the Board, which shall determine whether to extend a membership offer taking into consideration the audit findings (as described in this Section 3.2), Cascade water resources, and any other factors the Board deems advisable. When an entity that is eligible for membership under the Act, 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 and Cascade, which must be recorded in the form that the Board determines and which will constitute, along with this Agreement, 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 estimated 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. If an applicant's planning process or plans are materially out of compliance with the requirements of applicable state law, the Board may condition an offer of membership upon the applicant's compliance with that state law. Section 3.3 Purposes. Cascade's purposes include those related to water resources, or any other utility service as allowed under the Act, as authorized by a unanimous vote of the Board, 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, and for non Members as determined by Cascade, and to carry out this task in a coordinated, cost effective, and environmentally sensitive manner; Joint Municipal Utility Services Agreement 6 March 28, 2012 35 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. purchase and provide water supply, transmission services, treatment facilities and other related services; d. provide conservation programs to promote the wise and efficient use of resources; e. carry out emergency water supply and shortage management programs for its Members when demands exceed available supply; f. coordinate and plan cooperatively with other regional or local water utilities and other entities to maximize supply availability and to minimize system costs; g. develop a Water Supply Plan addressing the needs of Cascade and 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; h. share costs and risks among Members commensurate with benefits received; and i. carry out, or to further other water supply purposes that the Members determine, consistent with the provisions of this Agreement. Section 3.4 Powers. To further its purposes, Cascade has the full power and authority to exercise all powers authorized or permitted under the Act 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 fulfill the purposes set forth in Section 3.3 of this Agreement, 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. administer personnel matters in a manner generally consistent with the laws applicable to a code city (population over 20,000), to the extent applicable and with discretion left to the Authority, to the fullest extent otherwise permitted by law, related to the appointment, removal and/or compensation of officers, the establishment and/or administration of employee health and welfare benefit programs, and/or the establishment and/or administration of civil service /merit systems, retirement benefits /systems, and/or pension benefits /systems; e. sue and be sued; f. exercise all powers of eminent domain granted under Chapter 8.12 RCW and other applicable statutes (e.g. Chapter 8.25) now or as hereafter amended; Joint Municipal Utility Services Agreement March 28, 2012 36 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; borrow money (through its Members or other entities at their individual discretion or as authorized by the Act and this Agreement now or as hereafter amended), or enter into other financing arrangements; lend money or provide services or facilities to any Member, other governmental water utilities, or governmental service providers; k. invest its funds; establish policies, guidelines, rules or regulations by either ByLaws or resolution to carry out its powers and responsibilities; m. purchase insurance, including participation in pooled insurance and self insurance programs, and indemnify its Members, its Board of Directors and Alternate Board 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 3.3; o. exercise, without limitation, all other corporate powers that Cascade may exercise under the law relating to its formation and that are not inconsistent with this Agreement or the Act or other applicable law; p. for the purposes of contracting and public works, exercise all powers of a code city (population over 20,000) under RCW 35A.40.200 35A.40.210, now or as hereafter amended; q. for disposal of surplus property, exercise all powers granted under RCW 35A.11.010, now or as hereafter amended, to code cities; r. in the event Cascade charges connection charges or Rates and Charges for services supplied or available to its customers' property on a retail basis, exercise all powers granted under RCW 57.08.081, now or as hereafter amended, for the establishment of liens; and s. for purposes of a Cascade code of ethics, exercise all powers of a municipal corporation and observe the requirements under Chapter 42.23 RCW, now or as hereafter amended. ARTICLE 4. Organization Structure; Board. Section 4.1 Composition, HyLaws and Meetings. Cascade is governed by a Board of Directors consisting of one individual representative appointed by Resolution by each 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. Joint Municipal Utility Services Agreement March 28, 2012 37 The Board shall adopt ByLaws consistent with this Agreement 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 or assign to the Executive Committee or to specific Cascado Officers or employees any action that is not expressly reserved to the Board under this Agreement. Section 4.3 Voting. All Board actions must be approved by Dual Majority Vote of all Members, except where this Agreement requires either a 65% Dual Majority Vote, as provided in Sections 4.7, 5.5, 7.3, and 7.5; or ratification by the Members' legislative authority, as provided in Sections 9.3 and 9.4 and Article 10. 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 Agreement by the Board shall lose 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 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 perform other duties as set forth in the ByLaws. The Treasurer shall be responsible for Cascade accounts and financial records and perform other duties as set forth in the ByLaws. Consistent with the provisions of this Agreement, 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, and Treasurer shall 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 (3) years; Joint Municipal Utility Services Agreement 9 March 28, 2012 38 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; 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 Agreement 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 resolution of the Board. The Board shall appoint, designate the title of, and establish the compensation range of the chief executive officer. The Board shall hire auditors for Cascade. The chief executive officer may hire all other staff and consultants, 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 shall approve a budget for each fiscal year, 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 shall 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. Each Member shall pay 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 nine percent (9 of Cascade's revenue requirement. This limit may be amended in the budget by a 65% Dual Majority Vote of the Board. The Board may establish minimum 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. The Board shall approve, by Resolution, the treasurer of Cascade, which may be the treasurer or chief finance officer of any Member, or the treasurer of any Washington county in which any Member is located; or, if the total number of utility customers of all of the Members of Cascade is greater than two thousand five hundred (2,500), the treasurer may be an officer or employee of Cascade (or as may be allowed by amendments to the Act). 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 Joint Municipal Utility Services Agreement 10 March 2&, 2012 39 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 Agreement 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 by 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 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 arranged 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. Subject to Cascade's agreement, a Member that transfers title or operation, control and/or management to Cascade of any Water Supply Asset shall be deemed to also transfer, assign and/or convey the franchises, if any, associated with that Water Supply Asset. 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 Supply Commitment to each Member. Cascade shall provide a Full Supply Commitment to a Member that joins with Water Supply Assets sufficient to provide for its needs during the following fifteen (15) years (whether or not those Water Supply Assets are transferred to Cascade or retained as Independent Supply.) 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 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 is admitted or as in the Joint Municipal Utility Services Agreement 11 March 28, 2012 40 Member's adopted and approved Water System Plan as of the Effective Date of this Agreement), 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 water supply to service area expansions in or outside the urban growth boundary, unless Cascade agrees to such expanded service area. Cascade is not obligated to provide increased water supply to any Member if it is determined that the Member's planning process or plans are materially out of compliance with the requirements of applicable state law. A Member that joins with Water Supply Assets insufficient to provide for its needs for fifteen (15) years receives the Full 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 the identified 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. Members are not required to share shortages resulting from the loss of 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 5.3 Financing of Assets. The acquisition of new capital facilities and other Water Supply Assets may be financed 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. Joint Municipal Utility Services Agreement 12 March 28, 2012 41 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. 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 Agreement; 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 acknowledges that this covenant and its covenant in Section 7.9 of this Agreement may be relied upon by Bond owners, consistent with this Agreement. Each Member shall pay the Member Charges imposed on it 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 Joint Municipal Utility Services Agreement 13 March 28, 2012 42 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. Section 5.3.3 Continuing Disclosure. To meet the requirements of United States Securities and Exchange Commission "SEC Rule 15e2- 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 5.3.5 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 System Development. Cascade must provide for Supply System development to meet the needs of additional water customers of Members, subject to consistency with applicable state law, 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 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 Joint Municipal Utility Services Agreement 14 March 28, 2012 43 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 a 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 an Independent Supply water supply in excess of its needs, it receives a corresponding credit against future RCFCs. 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 average unit cost of past construction of the existing system plus the Supply System improvements planned at the time of the calculation. 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 Agreement. Amendments to the RCFC Methodology shall require a 65% Dual Majority Vote. If a 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 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. Joint Municipal Utility Services Agreement 15 March 28, 2012 44 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, e.g., 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 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 shall be transferred or assumed under applicable law and consistent with the requirements of this Agreement 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 will be incorporated into the Water Supply Plan. ARTICLE 7. Asset Management. 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, regulation, and Cascade's minimum service standards. 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 Joint Municipal Utility Services Agreement 16 March 28, 2012 45 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'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 disproport ionate 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. 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 chief executive officer authority to address such disruptions according to such policies and procedures. Joint Municipal Utility Services Agreement 17 March 28, 2012 46 Section 7.4 Water Quality. In addition to agreements under 5.1 of this Agreement,- 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. Eacb Member shall remain responsible for water quality within its 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 a 65% Dual Majority Vote of the Board. 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. The Demand Share shall be established based on an audit of that Member's past 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. A specific Demand Share 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. Joint Municipal Utility Services Agreement 18 March 28, 2012 47 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, reserve, 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 pruduced 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 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 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 7.7 Sales of Water to Non- Members. Unless approved by the Board, a Member shall not sell 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. Section 7.8 Payment Procedures; Default; Step -Up Provisions. Section 7.8.1 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 Joint Municipal Utility Services Agreement 19 March 28, 2012 48 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 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 7.8.2 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 7.8.2(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 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 Agreement 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 party in any such suit, action or proceeding, shall be entitled to recover its reasonable attorney fees and costs. ARTICLE 8. Planning. Section 8.1 Water Supply Plan. Cascade must plan for its Members' water supply needs. That planning shall be compatible with the equivalent planning responsibilities of other wholesale water Joint Municipal Utility Services Agreement 20 March 28, 2012 49 providers and with state, county and city planning responsibilities under state law. 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 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 state law and comprehensive plans. Section 8.2 Watershed Management Plan. Upon the effective date of formation of the Authority under Article 3 of this Agreement, Cascade will no longer be a Watershed Partnership under RCW 39.34; and any Watershed Management Plans existing on the effective date shall become the plans of the Authority. Nothing herein shall limit Cascade's powers to adopt Watershed Management Plans or to enter into interlocal agreements thereafter. Section 8.3 System Reliability Methodology. Cascade shall develop and adopt a system reliability methodology for planning, operation, and management purposes. ARTICLE 9. Duration and Dissolution; Withdrawal. Section 9.1 Duration. Except as provided in Section 9.3, 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 (c) the period it continues to include Members. Section 9.2 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. Joint Municipal Utility Services Agreement 21 March 28, 2012 50 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 RCPCs; (c) 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 Agreement. 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 Agreement). Notwithstanding the provisions of this Section 9.2, 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 ofoperational 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. The Board may establish additional generally applicable conditions and requirements for withdrawal. Section 9.3 Disincorporation. Cascade may vote by a 65% Dual Majority Vote (as ratified within one hundred and twenty (120) days of such Dual Majority Vote by 65% Dual Majority of the Members' legislative authorities), to disincorporate. Upon disincorporation 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 disincorporation. Assets and liabilities must be distributed in accordance with agreement or contract, wider 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 disincorporation. Joint Municipal Utility Services Agreement 22 March 28, 2012 51 Section 9.4 Successor Entity. Notwithstanding the provisions of Section 9.3, upon a 65% Dual Majority Vote of the Board (as ratified within one hundred and twenty (120) days of such Dual Majority Vote by 65% Dual Majority 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 state law), and all obligations of Members and parties contracting with Cascade become obligations to the successor entity. ARTICLE 10. Amendments. Amendments to this Agreement shall be effective upon approval by 65% Dual Majority Vote of the Board (as ratified within one hundred and twenty (120) days by 65% Dual Majority of the Members' legislative authorities). ARTICLE 11. Applicable Law and Venue. This Agreement is governed by the laws of the state of Washington. The venue for any legal action arising from a dispute under this Agreement is the Superior Court for King County. ARTICLE 12. No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement 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 Agreement 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 Agreement. ARTICLE 13. Severability. If any provision of this Agreement 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 Agreement 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 Agreement 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 unworkable and infeasible, is found to seriously affect the consideration, and is inseparably connected to the remainder of the Agreement, the entire Agreement is deemed void. ARTICLE 14. Entire Agreement. This Agreement constitutes the entire and exclusive agreement between the parties relating to the specific matters covered in this Agreement. 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 Agreement may be altered, amended or revoked only as set forth in Article 10. No verbal agreement or implied covenant may be held to vary the terms of this Agreement, any statute, law, or custom to the contrary notwithstanding. Joint Municipal Utility Services Agreement 23 March 28, 2012 52 CASCADE WATER ALLIANCE u� By: k John. vl chic ne f Title. Title 401( Date: 2012, Attest: Chuck Clarke Title: Chief Executive Officer Date: 2012 Authorized by: Resolution No. s� d ()(0 Date: 3 3 A Joint Municipal Utility Services Agreement 24 March 28, 2012 53 ARTICLE 15. Execution This Agreement may be executed in one or more counterparts. SIGNATORY AGENCY CITY OF BELLEVUE Title Date: 2012 Attest: Title: Date: 2012 Authorized by (Resolution or Ordinance): Date. Joint Municipal Utility Services Agreement 25 2012 March 28, 2012 54 SIGNATORY AGENCY CITY OF ISSAQUAH By: Title Attest: Date: 2012 Title: Date: .2012 Authorized by (Resolution or Ordinance): Date: 1 2012 Joint Municipal Utility Services Agreement 26 March 28, 2012 55 SIGNATORY AGENCY CITY OF KIRKL.AND By: Title Attest: Date: 2012 Title: Date: 1 2012 Authorized by (Resolution or Ordinance): Date: 2012 Joint Municipal Utility Services Agreement 27 March 28, 2012 56 SIGNATORY AGENCY CITY OF REDMOND Lo Title Date: 1 2012 Attest: Title: Date: 2012 Authorized by (Resolution or Ordinance): Date: Joint Municipal Utility Services Agreement 28 2012 March 28, 2012 57 SIGNATORY AGENCY CITY OF TUKWILA By: Title M WOr Date: 2012 Attest: Title: Date: 2012 Authorized by (Resolution or Ordinance): Mdhovlu Date: Joint Municipal Utility Services Agreement 29 2012 March 23, 2012 58 SIGNATORY AGENCY COVINGTON WATER DISTRICT By: Title Attest: Date: 2012 Title: Date: 1 2012 Authorized by (Resolution or Ordinance): Date: 2012 Joint Municipal Utility Services Agreement 30 March 28, 2012 59 SIGNATORY AGENCY SAMMAMISII PLATEAU WATER SEWER DISTRICT Title Date: 2012 Attest: Title: Date: 2012 Authorized by (Resolution or Ordinance): Date: Joint Municipal Utility Services Agreement 31 2012 March 28, 2012 .1 SIGNATORY AGENCY SKYWAY W &S DISTRICT By: Title Attest: Date: 2012 Title: Date: 2012 Authorized by (Resolution or Ordinance): Date: 2012 Joint Municipal Utility Services Agreement 32 March 28, 2012 61