HomeMy WebLinkAboutRes 1339 - Interlocal Agreement - Join Interim Water Group 1908
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Washington
Resolution No. 1339
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, AUTHORIZING THE MAYOR TO EXECUTE AN
INTERLOCAL AGREEMENT TO JOIN THE INTERIM WATER GROUP.
WHEREAS, three caucuses representing the King County Water Alliance, the City of Seattle
and the Suburban Cities Association (the "Tri- Caucus have met since 1993 to discuss and to
propose action with regard to the future of water supply and planning for the region; and
WHEREAS, the Tri- Caucus has reached agreement on several key issues as memorialized in
the Regional Water Supply Governance Accord dated March 24,1993; the Resolution of Intent
Regarding Regional Water Supply Governance dated December 8,1993; the Water Governance
General Agreement of Principles dated December 14,1994; and most recently, the Principles
Regarding the Relationship Between Seattle and the New Entity and Guiding Vision statement
dated August 30,1995 which defines the relationship between the City of Seattle and a proposed
new water supply governance organization "New Entity and
WHEREAS, certain parties desire to create an interim group by interlocal agreement
composed of water purveyors and other interested municipalities to focus on the organizational
and financial structure of the New Entity; and
WHEREAS, the purpose of such interlocal agreement is to provide a mechanism for the
accumulation of financial resources to retain professional assistance for the purpose of developing
a framework for the New Entity, negotiating a final agreement between Seattle and the New
Entity, developing financial date to assess impacts of various proposals, provide a focus for
negotiations with Tacoma on the Second Supply and to assist in implementing and carrying out
the principals agreed to by the Tri- Caucus; and
WHEREAS, the City of Tukwila desires to participate as a member of the Interim Water
Group pursuant to said interlocal agreement;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY RESOLVES AS FOLLOWS:
Section 1. The Mayor is authorized to execute that certain Interlocal Agreement for the
Interim Water Group.
PASSED BY THE CITY .COIU�NCIL OF THE CITY OF TUKWILA, WASHINGTON, at a
regular meeting thereof this /5 day of 1995.
G 5l
Allan Ekberg, Council Presidej'
ATTEST /AUTHENTICATED:
Oj ae E. Cantu, City Clerk
APPROVED AS TO FORM:
By* D' L�
Office o the City Attorney
Filed with the City Clerk: a
Passed by the City Council: a 8 S
Resolution Number 1,33 y
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Seattle NVater Purvevor Cornmittee
WooLn.illc Watcr Dis•, ct dmd Assist.. P hil PeLne
P. O. Box 1-,90 F acne (�0G) ;S3 -5104, 1 i
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woociimalc, \vA 98072-13,90 aX (206) 4Se -9:
i
ieyor Committee
lair:
Bob Bandarra PURVEYOR FULL COMMITTEE
ice- Chair: M I N U T E S
Lloyd warren
�reta.ry[rreasurer SEPTEMBER 21, 1995
Michal McAllister
1. CALL TO ORDER
The meeting was called to order at 7:02 pm by Chair, Bob Bandarra
2. ADDITIONS OR DELETIONS TO THE AGENDA
None
3. APPROVAL OF AUGUST 17, 1995 MINUTES
Motion: Approve Minutes
Moved: Harshman 2nd: Skahan
All ayes
Motion passed
4. CHAIRMAN'S REPORT
a. Joint Facilities Agreement
At the Executive Board meeting that took place before this meeting, the
discussion centered around the Joint Facilities Agreement, the New Entity, and
other options. The Contract and Legal Committee met on the 20th and the
consensus was not to use the Joint Facilities Agreement at this time. The
purveyors are requesting that Seattle negotiate with Tacoma in the purveyors
interest. If Seattle is willing to do this, the purveyors would agree to hold Seattle
Water District harmless.
Bob introduced Cliff Harshman, chair of the Contract and Legal Committee, to
report on that committee's meeting on the 20th. Cliff reported that the
discussions boiled down to four options. QQp would be for the pu rac.eyors to w rite
an int ��areemen�t amono themselves in order to be able to negotiate with
Tacoma. Because Tacoma has requested 2.1 million dollars, the committee
discussed two other ways of doing this. One way discussed was to go through
an amenoDieit to the contract w ith Seat tle that provides for Joint Facilities in
which any member of the purveyors can contract with Seattle to have a project
undertaken. The t hirri ti ilri bra new entity that w9uld either hire a
management consultant team or contract with the RWA to provide services.
Sub- Commiger Chairs:
Conservation: Bill Shahan Contract Cliff Harshman
Nominating, Rules Admin.: Gtullemette Regan Plaru ing%�n netirin2: Scott Thomasson
The fourt is not to do anything and let Seattle handle this as they may. This would mean
waiting till 20 and then renewing the contract with Seattle, whatever that contract may be. This
would include much higher water rates.
Bob reminded the agencies present that every agency has their own contract with Seattle and
they need to fully investigate the altematives to doing nothing and signing a new contract with
Seattle in 2012.
Glen Rose reported on the informational meeting on September 12th that was hosted by
Highline. What was apparent from this meeting was the fact that there are many people who do
not know what is really involved in regards to the new entity and lacked knowledge of the
discussions that have taken place thus far. There was a lot of information given at this meeting
regarding rates, differences between old and new water, etc., and Glen feels that this kind of
information needs to be gotten out to the purveyors and districts because time is running short
and a decision needs to be made.
One point Bob stressed is that the neat- errtit�ould be separate from the purveyors. The
purveyor committee is a separate and a distinct entity. If the new entity is formed, they would be
the group that would contract and hire a management consultant, not the purveyors. There are
27 purveyors. If, for instance, 10 decide to join the new entity, that leave 17 whose interests still
have to be protected at all times. If the new entity does not get off the ground, this committee
still needs to make sure that the purveyor's interests are being protected. A back -up plan needs
to be in place such as a Joint Facilities Agreement.
Bert Lysen handed out a flyer for a meeting sponsored by the Suburban Cities and King County
Water Alliance which will be at 5:30 pm 9127 in Kirkland. In addition to an overview of the Tri-
Caucus action, the agenda will be to discuss the intedocal agreement; to obtain input on water
supply governance changes; to create an Interim Water Group; and to determine financial
resource options. Bert also handed out a draft Intertocal Agreement for the Interim Water Group
and a draft By -Laws for the Interim Water Group (both documents attached).
Guillemette Regan asks that a straw vote be taken to determine who might consider joining the
interim group to discuss the feasibility of a new entity. There was a large show of hands.
Scott Thomasson opened up a discussion of what he saw as the benefits of having Seattle
produce a new contract as soon as possible. His premise would be that the various agencies
would then be able to compare the benefits of the new entity with the benefits of a revised
contract and would be better able make a oecisien. Ron Speer also concurred.
At this time Diana Gale, Superintendent of Seattle Water, and Ernie Dunston, Purveyor Liaison
with Seattle water, joined the meeting and tree discussion continued.
Diana reported that there is a policy committee working on the current issues, mostly CIP, but it
is'too early to say what those will be. She w',:i be going to the City Council at the end of the
month with a proposal to pay another 2.1 m.11ion dollars to Tacoma to stay in the Tacoma Iniertie
project. That would be for final design. Seattle feels that all of this can be transferred to the
purveyors at a later date but they need to make the financial commitment to the project now.
Scott Thomasson and Ron Speer took this time to reiterated their concerns of not having a
contract with Seattle to compare with the new entity o io
Diana stated that a part of the agreement with the Tri- Caucus Seattle is committed to the
concept of the new entity..lf the perception at this time was that Seattle was going to offer the
purveyors a contract, it would appear that Seattle was not creating a level playing field.
Glen Rose stated that the purveyors and cities need to understand these issues by coming to as
many meetings as possible. Sea h as said-2)at thev s ULm4 rnmm itted t the nPw entity
process and after 2012, the amount of water that ;-c
available now because they are going 16 be taking care of their own problems after that dates
Diana passed out a copy of the September 21, 1995 issue of Seattle Water Leak. This contains
the most asked questions about the governance process that she is asked and answer them.
They have been included in these minutes to become a permanent part of the record due to
their importance.
1) What is the Tri- Caucc;s7 The Tri- Caucus is composed of representatives from three
caucuses: 1) suburban cities; 2) water district; and 3) Seattle, who have been working
for the last three years to establish a new institutional framework for making regional
water decisions and for developing new sources of water supply.
2) How long have the governance talks been going on? Formal facilitated governance
discussions started in 1992 with interim agreements reached in 1992, 1993, and 1994.
The latest Agreement on Principles was signed this August (1995).
3) When you speak of a "new regional water supply what is the geographical areal
Membership in the New Entity will be open to all jurisdictions within the King County
urban service area, to all of Seattle's current contract purveyors, and to other
jurisdictions at the discretion of the New Entity.
4) Was the Agreement of Principles signed by district and city staff or elected
officials? The agreement was signed by elected officials representing Seattle, suburban
cities and water districts.
5) Will the New Entity control the regional water supply? When the New Entity forms,
it will be responsible for developing new sources to support the growth of its members.
Baseline water will be provided to the New Entity under long -term contract with the City
of Seattle. Seattle will convey its financial interest in Tacoma's Second Supply Project
to the New Entity. Seattle will retain control over its Tolt, Cedar and Highline
investments.
6) Is Seattle trying to get out if its contracts with purveyors? No. Seattle entered into
the governance process with an expressed intention of crafting an arrangement which
did a better job of representing purveyor interests while still protecting its own interests.
Purvey interests, as expressed through their representation on the suburban cities and
water district caucuses, have developed the concept of the New Entity as a vehicle for
gaining greater control over their future water development plans. Seattle elected
officials supported the formation of the New Entity and the underlying Principles of
Agreement, provided a 75% majority of individual purveyors (on the basis of water sales)
support the New Entity and the agreement we have negotiated.
7) What will happen to nay purveyors who do not sign with the new Entity? Seattle
recognizes h has contractual commitments with purveyors until the year 2012. Any
purvey who decides not to join the New Entity will continue to receive water from Seattle
under current contract terms until 2012. Creation of the New Entity requires membership
of purveyors representing at least 75% of water consumption by the purveyors.
Assuming that the New Entity does form, then Seattle will no longer have wholesale
water to sell to purveyors and, therefor, will not extend contracts beyond 2012.
8) 1 currently receive 100% old water. What will happen to my water costs? That
remains to be determined. One of the responsibilities that lies ahead for the New Entity
is to determine how the costs of water supply will be allocated among New Entity
3
members. \•'Whether a current Seattle purveyor who receives 100% old water will
continue to receive similar treatment under the New Entity is a decision to be made by
the New Entity. It is important to point out that over the next ten vears, the cost of old
water will increase because of the capital expenses required to assure water quality.
9) What happens to my old water allowance? That remains to be determined. Whether
a current Seattle purveyor who receives an old water allowance will continue to receive
that allowance under the New Entity is a decision to be made by the New Entity.
10) At what point will the New Entity become a reality? It is anticipated that it will take
Seattle and New Entity representatives the better part of a year to spell out the
contractual details associated with the sale of water from Seattle to the New Entity.
During this same time frame, New Entity representatives will be attempting to determine
such issues as organizational structure, membership requirements, voting weights, etc.
It is very likely that legislation will have to be proposed at the state level to authorize the
New Entity to issue debt on behalf of its members. The earliest this enabling legislation
would take place would be in 1997. New Entity representatives will have a two year time
frame in which to gamer purveyor membership at a 75% or greater level of current
wholesale consumption by Seattle purveyors. The "trigger point" for the start of this two
year time frame is a negotiated agreement between Seattle and the New Entity that has
been agreed to by their respective representatives. The 75% level of participation is a
requirement that must be met. Those purveyors who join early will be allowed to resume
all of their legal rights and duties under the current water supply contracts if membership
in the New Entity does not reach the threshold level within two years following the
creation of the New Entity.
11) Will purveyors be force to join the New Entity? No. Purveyors may retain their
contractual rights with Seattle until 2012 should they choose to do so. Each purveyor
must decide whether the New Entity will provide them with a package of services and
benefits that meet their long -term needs. There is no requirement that purveyors join the
New Entity. However, if the Nev. Entity does form, under the Principles of Agreement,
Seattle would not have any wholesale water to sell to purveys after 2011.
12) Is Seattle planning to get completely out of the wholesale water business? If
creation of the New Entity is accomplished, then Seattle will sell wholesale water to the
New Entity. In addition, Seattle will continue to sell wholesale water to current purveys
who decide not to join the New Entity until contract expiration in 2012. After 2012,
assuming a New Entity is formed, Seattle will sell firm water only to its direct service
customers and to the New Entity. After 2012, all firm water above and beyond that
needed by Seattle's direct serve customers will be sold to the New Entity. Seattle retains
the rights at all points in time to sell wholesale non -firm water.
13) The Seattle/Water Purveyor Contract expires in 2012. What will happen to
purveyors who choose not to join the New Entity? Purveyors who decide not to join
the New Entity will continue to receive water from Seattle under the current terms of their
contract until 2012. After contract expiration, if the New Entity successfully forms, Seattle
will sell only to its direct service customers with the New Entity agreeing to purchase off of
Seattle' firm water above and beyond that amount. In short, it the New Entity is
successful, then Seattle sells wholesale water only through the Nev; EEntity after contact
expiration and purveyors must either meet their own supply needs or get their water
supply needs met through the New Entity or another supplier.
14) If the New Entity doesn't form, will Seattle renew existing purveyor contracts?
Because of numerous contractual improvements that could be made to benefit both
sides, Seattle will not renew existing purveyors' contracts in their present form if the New
Entity fails to form. However, this is not to say that Seattle will not consider the
4
development of new purveyor contracts, which do a better job of representing the
interests of all parties. In addition, should the New Entity fail to form, there may be
terms in the current contracts which could be renegotiated between now and 2012 to the
benefit of all parties. Under any scenario, should the New Entity not form, Seattle
recognizes its responsibility to be a regional partner in water supply.
15) Will Seattle leave purveyors "high and dry" after 2012 if the New Entity does not
form? No. In the absence of a New Entity or some other water supplier who could meet
purveyor needs, Seattle would continue to have an ongoing relationship with purveyors,
although the specifics of those relationships could change significantly. Seattle has had
long- standing and productive relationships with many of the purveyors for decades. It is
not in Seattle's best interest to isolate itself and turn its back on pressing issues of
regional importance.
16) Cana purveyor who chooses not to join the New Entity initially join after 2012? If
yes, under what conditions? The likely answer is yes, although the terms conditions
of entry are currently unknown and will have to be established by the New Entity. It's
possible that the New Entity will establish a "latecomers fee.'
17) What does the New Entity have to offer that we are not getting or cannot get from
Seattle? This question is most appropriately answered by representatives of the New
Entity.
18) Ar what point will New Entity costing /pricing information be made available to
purveyors? This question is most appropriately answered by representatives of the
New Entity, but because the Principles of Agreement are substantially different than
current wholesale contracts, a new price structure will need to be negotiated.
19) I understand that cost increases are inevitable, and these increases will be
substantial due to the CIP projects being planned by SeatfJe. How will New Entity
costs compare with Seattle future costs? Current estimates indicate that Seattle
Direct Service rates will double over the next ten years if the roughly $700 M in capital
projects are implemented. Purveyors can project their own rate increases accordingly.
If the New Entity forms, its hare of the costs of these projects will be passed on to it
through its water sales arrangement with Seattle, It'is clear that purveyors rates will be
going up whether purveyors stay with Seattle or go with the New Entity. What is unclear
is what additional costs may need to be borne by New Entity members as a condition of
establishing a New Entity.
20) 1 understand that new Entity will have a two -year window in which to gain a
purveyor membership equaling 75% of the total water sales of all of the current
contracted purveyors. When does this two-year window start? The "trigger point'
for the start of this two year time frame will be a negotiated agreement between Seattle
and the New Entity that has been agreed to by their respective representatives. It is
anticipated that the terms of such a water sale arrangement will take the better part of a
year to negotiate.
21) Under the New Entity arrangement, will their be any constraints on individual
purveyors developing their own sources of supply? This question in most
appropriately answered by representatives of the New Entity.
22) What are the next steps in this process? Over the next year Seattle representatives
and New Entity representatives will work to develop a water planning framework as well
as a water sales agreement. In addition, New Entity representatives will be working on
5
developing the organizational structure and internal workings of the New Entity as well
as producing materials that help explain this new institutional agreement.
23) Are Seattle's elected officials commixed 100% to the New Entity becoming a
reality? Seattle.entered into the governance process with an expressed intention of
crafting an arrangement which did a better job of representing purveyor interests while
still protecting Seattle's interests. Purveyor interests, as expressed through their
representation on the suburban cities and water district caucuses, have developed the
concept of the New Entity as a vehicle for gaining greater control over their future water
development plans. Seattle elected officials support the formation of the New Entity as
a vehicle for gaining greater control over their future water development plans. Seattle
elected officials support the formation of the New Entity and the underlying Principles of
Agreement, provided a 75% majority of individual purveyors (on the basis of water sales)
support the New Entity and the agreement we have negotiated.
b. Second Supplyline Purveyors Commit-tee Participants
Diana would like more than one representative from the purveyors to attend the
negotiation meetings with Seattle and Tacoma because there will be a lot of time
commitment involved. These meetings will take place on the 16, 17, and 18 of October.
These meetings will be regarding the second supply pipeline negotiation participants.
The meetings have been 2 hours approximately every 2 days. The main issues on the
tables are 1) how much water, 2) when will this happen, 3) how much money. When
Tacoma has the answers they may want to re- negotiate with South King County. Seattle
water wants a fairly long -term commitment and steady water. The Department of
Ecology wants public hearings to be held concerning Tacoma's 404 permit. This would
take about 2 months to complete. Seattle is looking at next February or March for
Tacoma's decision.
Motion: For the following four people to represent the purveyors at the negotiations with
Tacoma;
1. Keith Harris, Highline Water
2. 1 Canter, Cedar River
3, Cliff Harshman, Mercer Island
4. Lloyd Warren, City of Bellevue
Moved: Ron Speer 2nd: Scot'. Thomassen
All ayes
c. Contract Engineers for C!P
Bob reported on the DEO (Design Build- Operate), or privitizstion concept for the Tot,
Filtration Plant. This wasn't the recommerrdatiou back in 1993 when the financial
analysis was made. Bob asked Dave Parkinson from Seattle Water why this is being
considered. Dave went to the Planning and Engineering Committee with a report.
Seattle has been interviewing firms to do privil;zation. Seattle is being educated as to
the benefits of privitazation as it pertains to the filtration plant. As to the number of
firms who are interested in this opportunity, it became apparent that the purveyors
needed someone on a more regular basis to look out for their interests. Bob approached
Diana Gale with the suggestion that the purveyors need a full time engineer commitment
and these fees could be charred back tc the pu;veyors balance acc, unt.
Motion: For the Planning and Engineenng Committee to move forward and develop a
Scope of Wort:.
6
Draft By -Laws
2 Interim Water Group
3
4 Article I Name, Purpose and Objective
s
6 Section 1.1. The name of the organization shall be the Interim Water Group "Group
7 The registered office of the Group shall be the address of the Chair of the Group.
s
9 Section 1.2. The purpose of the Group is to bring together interested cities and
10 districts (special purpose districts) which are potentially impacted by proposed changes
11 in regional water supply governance; to provide a mechanism for the accumulation of
12 financial resources; to retain professional assistance for the purpose of developing a
13 framework for the New Entity and to develop financial data to assess impacts of various
14 proposals; to negotiate a final agreement between Seattle and the New Entity;,to
15 provide a focus for negotiations with Tacoma on the Second Supply; and to assist in
16 implementing and carrying out the principles agreed to by the Tri- Caucus.
17
18 Section 1.3. The Group shall work closely with the Tri- Caucus to insure that any work ri
19 products are consistent with the principles and vision adopted by the Tri- Caucus. In
20 addition, the Group will communicate on an on -going basis with the Seattle Water
21 Purveyors Committee, and Regional Water Associations within King.County.
22
23 Article II Membership
24
25 Section 2.1. Membership in the Group shall be open to cities and districts within King
26 County and other cities and districts which are currently contracted water purveyors of
27 the Seattle Water Department.
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28 Section 2.2. Membership shall be effective upon signing of the Interlocal Agreement
29 for the Interim Water Group "Interlocal Agreement') and receipt by the
30 Secretary/Treasurer of any required new member fees, dues, or assessments.
31
32 Section 2.3. Except as provided for in the Interlocal Agreement, membership in the
33 Group may be terminated by a member at any time by giving 60 days written notice.
34 Upon termination the member shall remain obligated for any outstanding and
35 committed dues and assessments approved and assessed by the Board. No dues and
36 assessments previously paid will be refunded.
37
38 Article III Board
39
40 Section 3.1. The Group shall be governed through a Joint Board "Board which shall
41 be composed of one representative of each member of the Group.
42
43 Section 3.2. The representative to the Board from each member may be an elected
44 official, staff member, or other person duly authorized by the member. If requested by
45 the Board the representative shall produce written documentation to verify that the
46 member city or district has authorized the representative to represent the member on
47 the Board. Members may change their representative to the Board at any time and
48 may designate alternates who may serve in the absence of the designated
49 representative.
50
51 Section 3.3. The Board shall have the right to manage all the affairs and interests of
52 the Group.
53
54 Section 3.4. From time to time the Chair may appoint special committees to assist in
55 carrying out the business of the Board. Participants on special committees need not be
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56 representatives to the Board. Special committees shall report to the Board.
57
58 Article IV Dues and Assessments and Voting
59
60 Section 4.1. The Board from time to time may propose dues and assessments which
61 shall be assessed against members in order to accomplish work efforts consistent with
62 the objectives of the Group and to cover expenditures anticipated in the approved
63 budget.
64
65 Section 4.2. The Board shall propose dues and assessments based upon an equitable
66 basis determined by the Board. Within 60 days of written notice of such proposals
67 members shall notify the Board in writing of the member's commitment to such dues or
68 assessments. Commitments may be for all or any portion of the proposed dues or
69 assessment. If no written commitment is received by the Board within the 60 day time
70 period, the Board shall assume that the member has made no commitment for any
71 portion of the proposed dues and assessment. Commitments shall be binding upon the
72 members. The Board may solicit voluntary contributions from members to meet
73 additional needs resulting from uncommitted portions of dues and assessments.
74 Voluntary contributions are those portions of dues or assessments that members
75 choose not to pay, and therefore are made available to other members. Voluntary
76 contributions shall be accepted by the Board from members in order of size, from the
77 smallest to the largest, based upon average annual retail water sales for the previous
78 calendar year.
79
80 Section 4.3 Upon a commitment to pay the proposed dues or assessment as provided
81 for in Section 4.2, members shall have 60 days from the date of commitment to pay
82 dues and assessments. A w o is inquent a-nd
83 T ership of
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84 may- r who is del inquenT�n pdyiny its committed dues ano asp
85
C-
86 Section 4.4. All decisions of the Board shall be by note of the Board. Voting shall be
87 based upon each member having one vote, provided that any representative present
88 may call for a weighted vote. For weighted votes each member shall have a total of
89 one vote for each dollar paid to the Group for any fees, dues, or assessments.
90
91 Section 4.5. Upon dissolution of the Group all assets remaining after all obligations are
92 satisfied shall be distributed among members at the time of dissolution in proportion to
93 all fees, dues, assessments, and voluntary contributions paid to the Group by individual
94 members to those fees, dues, assessments, and voluntary contributions paid by all
95 remaining members.
96
97
98 Article VI Officers
99
loo Section 5.1. The officers of the Group shall consist of the Chair, Vice Chair and
101 Secretary/Treasurer. Terms of office shall be for one year. Elections shall occur in
102 January and those elected shall take office upon the date of the election. Officers must
103 be Board representatives. Any representative may nominate a candidate.
104
105 Section 5.2. The Chair and Vice Chair shall not both be from a city or both from a
106 district.
107
108 Section 5.3. Vacancies in any office shall be filled by a majority decision of the Board at
109 the next regular meeting and the officer appointed, to fill the vacancy shall serve to the
110 end of the unexpired term.
111
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112 Section 5.4. The respective duties of the officers of the Group shall be:
113
114 Chair Preside, at meetings; determine the location and program for each
115 meeting; appoint and assign duties and responsibilities to special committees as
116 necessary; and sign resolutions and contracts as authorized by the Board.
117
118 Vice Chair Act in the absence of the Chair; act as the Board liaison to special
119 committees; and carry out other duties as assigned by the Chair.
120
121 Secretary/Treasurer Insure the recording and circulation of minutes of
122 meetings; insure the proper notification of meetings; send notices of proposed
123 dues and assessments to members; authorize disbursements for expenditures
124 approved by the Board; file all necessary reports and records required by law;
125 and make reports at Board meetings as to the status of the treasury.
126
127 Article VI Meetings
128
129 Section 6.1. Meetings of the Board shall occur on a periodic basis in order to carry out
130 the business of the Group. Regular and special meetings shall be called by the Chair.
131 The Chair shall be obligated to call a special meeting within two weeks of the written
132 request of three (3) members. The Chair shall be obligated to include agenda items on
133 the next scheduled meeting if so requested by at least three (3) members. Written
i34 notice of meetings shall be mailed to members at least seven (7) days prior to any
135 meeting, provided, however, in an extraordinary or emergency situation, the Chair, with
136 concurrence of the Vice Chair, may waive the seven day notice provision and shall
137 have the discretion of notifying members of a meeting by telephone or fax.
133
139 Section 6.2. The most recent edition of Robert's Rules of Order shall apply at any
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140 meeting of the Group.
141
142 Section 6.3. To constitute a quorum for the transaction of business at a meeting of the
143 Board, it shall be necessary to have at least 50 percent of the total number of
144 members.
145
146 Article VII Amendment of By -laws
147
148 Section 7.1. These by -laws may be amended by a decision of the Board. Any
149 proposed amendment shall be presented by the Chair or any member at a meeting of
150 the Board and then may be voted at the next meeting of the Board. A proposed
151 decision on any amendment shall be identified in the notice of the meeting at which
152 such a decision will occur.
153
154 Section 7.2. These by -laws shall be liberally construed to effectuate the purpose set
155 forth herein. If any word, phrase, clause, sentence, paragraph, section or other part of
156 these by laws, or the application thereof to any member, person or circumstance, shall
157 ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the
158 remainder of these by -laws and the application of such work, phrase, clause, sentence,
159 paragraph, section or other part of these by -laws to any other person or circumstance
160 shall not be affected thereby. Passage of amendments to these by -laws requires a
161 60% affirmative vote by representatives present.
162
163 PASSED AND APPROVED THIS day of 1995
164
1 Gc�a. s L J r is J
165 YV r
166 Q 5 �P CGi.��c c\ Caw r'
167 �o
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1 Interlocal Agreement for the Interim Water Group
2
3 WHEREAS, three caucuses representing the King County Water Alliance, the
4 City of Seattle and the Suburban Cities Association (the "Tri- Caucus have met since
5 1993 to discuss and to propose action with regard to the future of water supply and
6 planning for the region; and
7 WHEREAS, the Tri- Caucus has reached agreement on several key issues as
8 memorialized in the Regional Water Supply Governance Accord dated March 24, 1993;
9 the Resolution of Intent Regarding Regional Water Supply Governance dated
10 December 8, 1993; the Water Governance General Agreement of Principles dated
11 December 14, 1994; and most recently, the Principles Regarding the Relationship
12 Between Seattle and the New Entity and Guiding Vision statement dated August 30,
13 1995 which defines the relationship between the City of Seattle and a proposed new
14 water supply governance organization "New Entity and
15 WHEREAS, the undersigned parties desire to create an interim group by
16 interlocal agreement composed of water purveyors and other interested municipalities
17 to focus on the organizational and financial structure of the New Entity; and
18 WHEREAS, the purpose of this interlocal agreement is to provide a mechanism
19 for the accumulation of financial resources; to retain professional assistance for the
20 purpose of developing a framework for the New Entity and to develop financial data to
21 assess impacts of various proposals; to negotiate a final agreement between Seattle
22 and the New Entity; to provide a focus for negotiations with Tacoma on the Second
23 Supply; and to assist in implementing and carrying out the principles agreed to by the
24 Tri- Caucus; and
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25 WHEREAS, this Agreement is entered into by the undersigned parties,
26 municipal corporations organized under the laws of the State of Washington, pursuant
27 to the Interlocal Cooperation Act, chapter 39.34 RCW, and has been authorized by the
28 legislative bodies of each jurisdiction; Now Therefore,
29 It is hereby agreed by the parties as follows:
30 1. Purpose. The purpose of this agreement is to bring together interested
31 municipalities which are potentially impacted by proposed changes in regional water
32 supply governance and to provide a mechanism for the accumulation of financial
33 resources in order to retain professional assistance for the purpose of developing a
34 framework for the New Entity, to negotiate a final agreement between Seattle and the
35 New Entity, to develop financial data to assess impacts of various proposals, to provide
36 a focus for negotiations with the City of Tacoma on the Second Supply and to assist in
37 implementing and carrying out the principles agreed to by the Tri- Caucus.
38 2. Organization. This agreement does not establish a separate legal entity
39 but rather creates an administrative entity to be known as the Interim Water Group
40 Group which shall act at the direction of a board comprised of representatives from
41 each of the parties to this agreement. The'Interim Water Group shall perform purely
42 administrative functions and except as otherwise noted herein, no power or authority to
43 act on behalf of or in the stead of the undersigned parties is delegated to the Interim
44 Water Group.
45 3. Governance. Governance shall be through the Joint Board "Board
46 as provided in the By -Laws of the Group. The By -Laws shall include but not be
47 limited to, provisions governing representation,' meetings, voting requirements /quorum,
48 notice, officers and terms and provisions concerning the membership, responsibilities,
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49 organization and procedures of the Board. The initial By -Laws shall be adopted by the
50 Board and may thereafter be amended by a vote of the Board. The By -Laws may
51 provide for a weighted vote method related to assessments and /or financial
52 contributions.
53 4. Duration. This Agreement shall remain in effect until December 31, 1997
54 unless earlier terminated or amended pursuant to Section 8.
55
56 5. Finances.
57 a. Budget. The Board shall adopt a budget. The budget shall include
58 projected expenditures reasonably necessary to achieve the Group's purposes
59 and may include staff compensation and staff support, as well as compensation
60 for professionals hired by the Group. Because the monetary needs of the Group
61 may not be foreseeable for any annual period and because
62 contributions /assessments of the parties may occur at various times, the budget
63 may be amended as needed by the Board.
64 b. Dues. Assessments and Membershio Fee. To fund the budget,
65 the parties may agree to commit to paying dues and assessments as
66 recommended by the Board or make voluntary contributions. In addition, a one
67 time new member fee shall be paid by parties to this agreement as a
68 requirement of membership. This fee shall be non refundable. The new
69 member fee shall be an amount equal to the product of $1000 times the
70 member's average annual retail water sales for the previous calendar year
71 measured in million gallons per day (mgd) to the nearest tenth of an mgd, not to
72 exceed $2500.
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73 c. Saecial fund. The Group shall establish a special fund with one of
74 the parties to this Agreement for the purpose of administering all funds of the
75 Group, which fund shall be designated the "Operating fund of Interim Water
76 Group Joint Board."
77 d. Credits. When developing agreements forming the New Entity the
78 Board shall consider and implement ways to provide parties to this agreement a
79 credit for all fees, dues, assessments, and voluntary contributions paid to the
80 Group if at a later date the member joins the New Entity.
81 6. Staffina and Contractinq. The Board shall have the authority to enter into
82 contracts in order to carry out the purposes of this Agreement including, but not limited
83 to, contracts to provide desired administrative, consulting, and professional services.
84 The parties may lend or otherwise provide staff support to the Group. Reimbursements
85 may be made to members providing services to the Group based upon a defined work
86 product and cost approved by the Board.
87 7. Limitations.
88 a. The Board may not take any actions or make any decisions until at
89 least ten cities and/or districts have become a party to this agreement.
90 b. By becoming a party to this Agreement, no member has committed
91 itself to participate financially beyond the dues, assessment, or membership fee
92 provisions set forth herein or any voluntary contributions such member may
93 make to the Group.
94 C. By becoming a party to this Agreement no member thereby
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95 obligates itself to join or otherwise become a member of the New Entity or to
96 forego or otherwise alter its current water purveyor contract with Seattle.
97 d. This Agreement shall not constitute a delegation of any of the
98 powers of the individual parties to the Group.
99 e. The Group and its Board shall not enter into agreements or take
100 actions which are inconsistent with the purpose and authorizations set forth in
101 this Agreement.
102 f. The Board shall not incur debt or obligations beyond the financial
103 resources that have been committed to and received from members.
104 8. Amendment and Termination.
105
106 a. Amendment. This Agreement may be amended by written approval
107 of the parties.
108 b. Termination. This Agreement may be terminated at any time by a
109 vote of the Board. Upon termination, all obligations of the Group shall be paid
110 and any assets of the Group shall be distributed to the parties pursuant to a
111 distribution formula established in the By -Laws based on fees, dues,
112 assessments and voluntary contributions of the parties.
113 9. Limitation of Liabilitv. Neither the members of the Group nor its
114 Board or officers shall be individually liable for any debts or obligations of the Group.
115 Each member shall be obligated to contribute to the Group only those amounts
116 determined pursuant to the procedures set forth in the By -Laws.
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117 10. Withdrawal. Any member withdraw from this Agreement by giving at least
118 60 days written notice to the Board of its intention to terminate membership. in
119 addition, any member may withdraw by giving written notice within 60 days after
120 receiving notice of any proposed dues or assessments without obligation to pay the
121 proposed dues or assessments. Upon withdrawal from this Agreement, a previous
122 member shall not be entitled to a refund of any dues, assessments, fees or any other
123 contributions, nor shall it be relieved from paying dues or assessments which have
124 been committed to by the member.
125
126 12. Filing. This.Agreement shall be effective upon filing with the King County
127 Records and Elections Division, the Secretary of State, and the clerk of each member
128 hereto.
129 13. Counterparts. This Agreement may be signed in counterparts and, if so
130 signed, shall be deemed one integrated Agreement.
131 IN WITNESS WHEREOF, this Agreement has been executed by the undersigned party.
132 on the date set forth below:
133
By
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135 Dated:
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