HomeMy WebLinkAboutUtilities 2012-06-12 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 Duffie
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, JUNE 12 2012
Time: 5:00 PM Place: Conference Room #1
Item I Recommended Action Page
1. PRESENTATION(S)
2. BUSINESS AGENDA
a) Cascade Water Alliance a) Forward to 6/25/12 C.O.W
Resolution Approving Joint Municipal Utility and 7/2/12 Regular
Services Authority
3. ANNOUNCEMENTS
4. MISCELLANEOUS
Future Agendas:
Next Scheduled Meeting: Tuesday, June 26, 2012
Pg. 1
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
BY: Pat Brodin, Operations Manager
DATE: June 8, 2012
SUBJECT: Cascade Water Alliance
Resolution Approving 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 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.
At the May 15, 2012 Utilities Committee meeting, members requested more information on the
CWA changes and were given that documentation on May 22, 2012.
FISCAL IMPACT
None.
RECOMMENDATION
Council is being asked to approve by Resolution the revised Interlocal Contract with CWA and
consider this item at the June 25, 2012 Committee of the Whole and subsequent July 2, 2012
Regular Meetings.
Attachments: Draft Resolution
CWA Interlocal Agreement Table Proposed Policy Changes
CWA Letter to Mayor Haggerton dated 4/11/12
CWA Joint Municipal Utility Services Agreement
WAPW Eng \OTHER \Pat Brodin \Cascade Water Alliance \Info Memo CWA JMUSA 6- 08- 12- sb.docx
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TUKWILA, WASHINGTON, AUTHORIZING THE
MAYOR TO SIGN THE CASCADE WATER ALLIANCE
JOINT MUNICIPAL UTILITY SERVICES AGREEMENT,
WHICH CONVERTS CASCADE WATER ALLIANCE INTO
A JOINT MUNICIPAL UTILITY SERVICES AUTHORITY;
AND REPEALING RESOLUTION NO. 1417.
WHEREAS, the City of Tukwila and members of the Cascade Water Alliance
"Cascade entered into an Interlocal Contract effective June 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 new Contract -which shall be
known as the Cascade Wafter Alliance Joint Municipal Utility Services Agreement upon
a 65% dual majority vote of the members' legislative authorities --in compliance with the
Act to support the conversion of Cascade into a Joint Municipal Utility Services
Authority;
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VA
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY RESOLVES AS FOLLOWS:
Section 1. The Mayor of the City of Tukwila is authorized on behalf of the City to
sign the Cascade Water Alliance Joint Municipal Utility Services Agreement, which (1)
converts Cascade Water Alliance into a Joint Municipal Utility Services Authority, and
(2) converts the current Cascade Water Alliance lnterlocal Contract into the Cascade
Water Alliance Joint Municipal Utility Services Agreement.
Section 2. Repealer. Resolution No. 1417 is hereby repealed.
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:
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Cascade Water Alliance
Interlocal Agreement Table Proposed Policy Changes
Language of Proposed Policy Change
(green font as shown on Table version of Amendments) Notes
Page 9 Article 2. Definitions.
"Full Supply Commitment" or 'Full Suqpy for any or all of a Member's water needs
means that those needs, as projected in the Msrnbe,-'s lawfully adopted water supply Recognizes that Cascade now
pta+i Cascade Water SUPON Plan and as agreed to by that Member, shall be met from provides and uses demand
the Supply System, net of iRdependept supplyIndeoendent Supply and subject to the
other limitations established in this agr-ee�areement. on an equal parity with all projections for its service area
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.
Page 12 Section 3.4 Purposes.
Cascade's purposes include only those related to water resources, or any other utility
Allows the Board to determine
service as allowed under the Act, as authorized by a unanimous vote of the Board, and
purposes as allowed under RCW
do not include the provision of other general services to the public, and are to:
39.106
Pages Section 3.5 Powers.
14-15 t. for ourooses of a Cascade code of ethics. exercise a'I vowers of a mun�cioal
Clarifies governing ethics code as
corooration and observe the reouirernents under Chapter 42.23 RCW, now or as
RCW 42.23 (Muni) rather than RCW
hereafter arnendea
42.52 (State)
Page 15 Section 4.3 Voting. All Board actions must be approved by Dual Majority Vote of all
Members, except where this GeP#aGt-Agreement requires either a 65% Dual Majority Encompasses committee discussion
Vote, as provided in Sections 4.7, &4, 5.5, 7-4, 7.3, 8-3, 444, 10.4, and Article 11; or on changes to requirement for 65%
ratification by the Members' legislative authority, as provided in SeGW44SeCtiOns 1 0.3 Dual Majority Vote
and 10.4 and Article 11.
Page 16 Section 4.5 Executive Committee.
The Chair, Vice Chair, Secretary, and Treasurer Streamlines the Exec Comm
loge 444�hall constitute Cascade's Executive Committee. The Chair (or membership to facilitate ability to
acting Chair) shall vote on matters before the Executive Committee only if necessary to meet
break a tie. The Executive Committee's duties and responsibilities are set forth in the
Bylaws.
Page 17 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 Streamlines hiring process, except
establish the compensation range of the chief executive officer. The Board shall hire or for auditor which will remain Board
retain 12 saGGuP4aWx- E�na auditors for Cascade,—T#a
author 4y to hire other consultacts, rnay be delegated tO the EX@GUt GGM4#eO-, The hiring function
chief executive officer appoints p�� 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
CWA Interlocal Proposed Policy Changes March 21, 2012
Page 1 of 2
Y.VKCASCADE GENERAL COUNSEL AGREEMENTS AND CONTRACTSINTERLOCAL AGREE..Mt-.NTJMLISA�PROPOSIiDPC)141CY CHANGES MATRIX 03-21-12.DOC
4
Language of Proposed Policy Change
(green font as shown on Table version of Amendments) Notes
provide that administrative, professional or technical services be performed by contract.
Page 18 Section 5.2.1 Commitment to Members.
Beginning on the Cascade Supply Date, Cascade shall provide a Fail- Supply Deletion of "Full" accurately
Commitment to each Founding Member. Thwea#teF Cascade shall provide a Full describes steps with membership
Supply Commitment to a Member supply
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.)
Page 24 Section 5.5 Regional Capital Facilities Charges.
RCFCs shall be calculated according to the RCFC Methodology, which shall define the In practice, (a) has not been used
analytical steps required to calculate the RCFCs according to the greater e L4 #e because it has proven problematic,
ir)G-=n= 1--' diffe so s O as it relies heavily on subjective
r xt�an�tic�g -t*�e s f t�m assumptions about timeframe, costs
g+na, uv a, new capacity) ar:d tip °tcr�;c unit �s #,,g oy-;tam, or (L) to be included and capacity
the average unit cost of past construction of the existing system plus thou plan#+e the provided
Supply System improvements planned at the time of the calculation.
Page 26 Section 7.1 Asset Management.
Cascade must manage the Supply System in compliance with applicable laws, Removed 65 Dual Majority Vote,
regulations and Cascade minimum service standards. A c amendean. t- to
the 'n��r}#rn{. #�)CC�. 3tap4ai'ds oha4eq. ,e 6G UUI IAA' ✓rite O YC
Page 28 Section 7.5 Water Supply Rates and Charges.
Cascade may sell water'to a Non- Member under terms and conditions established by
the Board. T4a4er 2,nL cenditi
GGndifiens under h wit -Gr is sc'd4Go Memberrr 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.
Page 32 Section 8.3 System Reliability Methodology.
Cascade shall develop and adopt a system reliability methodology for planning,
operation and management purposes. Adopt s to the system
c it s s5 °I_ Ca MI Mrjsrity Vita:
Page 34 Section 10.3 Dis incorporation.
Removing limitation intended for
founding membership; future
transactions may be of benefit to
Cascade and its members under
differing terms and conditions.
Cascade may be dissolved vote by a 65% Dual Majority Vote (as ratified within one Adds ratification requirement.
hundred and twenty (120) days of such Dual Maioritv Vote by 65% Dual Majority of the
Members' leoislative authorities), to disincoroorate. Upon dissolution, disincomoration
except as provided in an Asset Transfer Agreement, Cascade's assets initially shall be
held by its then current Members as tenants in common.
CWA Interlocal Proposed Policy Changes
March 21, 2012
Page 2 of 2
Y. VV C4SCADE GENERAL COUNSELSAGREEMENTS ,AND CON FRAC S INTLRLOCAL AGREEbiENT'IMUSA`,PROPOSfiI) POLICY CHANGES MATRIX 03- 21 -I2DOC
R� E►1v t
C�
APR 1 3 2012
ci°rr ot=,s
CASCADE
WATER ALLIANCE
April 11, ZQ�rf
G
Jim Haggerton
Mayor
City of Tukwila
6200 Southcenter Boulevard
Board of Directors Tukwila, WA 98188
Chair Dear M 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 yor 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 t
hi
A two so of the 2011 Legislation Skyway Water &Sewer District 5history 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.
520 112"' Avenue NE Suite 400 Bellevue, WA 98004
Phone: 425.453.0930 Fax: 425.453.0953
Website: www.cascadewater.org
H
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,
Chuck Clarke
Chief Executive Officer
cc: John Marchione, Chair, Board of Directors of the Cascade Water Alliance
Pat Brodin
After recording, return to:
Van Ness Feldman GordonDerr
2025 First Avenue, Suite 500
Seattle, Washington 98121
(206) 382 -9
WASHINGTON STATE RECORDER'S Cover Sheet (RCW 65.04)
DOCUMENT TITLE(S) (or transactions contained therein):
x
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 ALLIANCEIMEMBERS 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
0
Cascade Water Alliance
Joint Municipal Utility Services Agreement
March 28, 2012
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
Section4.6 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
Section 5.3.5 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
10
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
Section 7.4 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
Section7.8.2 Default and Step- Up .............................20
ARTICLE8.
PLANNING
20
Section8.1
Water Supply Plan .............................20
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
ARTICLE13. SEVERABILITY .............................23
ARTICLE 14. ENTIRE AGREEMENT 23
ARTICLE15. EXECUTION .............................25
Joint Municipal Utility Services Agreement
March 28, 2012
11
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 2S, 2012
12
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
intergovernmental 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
13
"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; (0 insurance or condemnation proceeds used for the replacement of capital
Joint Municipal Utility Services Agreement 3 March 28, 2012
14
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:
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March 28, 2012
15
"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
16
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;
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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;
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
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 tlus 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 dornain granted under Chapter 8.12 RCW and other applicable
statutes (e.g. Chapter 8.25) now or as hereafter amended;
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March 28, 2012
18
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;
1. 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, ByLaws 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.
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March 28, 2012
19
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 cxpres9ly
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;
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20
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 2S, 2012
21
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 I 1 March 28, 2012
22
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 plarming 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
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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
24
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 15c2- 12(b)(5) (the "Rule as applicable to a participating
underwriter for any Bonds and any obligation of each Member as an "Obligated Person" under the Rule,
Cascade and each Member agree to make an appropriate written undertaking, respectively, for the benefit
of holders of the Bonds consistent with the requirements of the Rule.
Section 5.3.4 Preservation of Tax Exemption for Interest on the Bonds. Each Member
covenants that it will take all actions necessary to prevent interest on tax exempt Bonds from being
included in gross income for federal income tax purposes, and it will neither take any action nor make or
permit any use of proceeds of tax exempt Bonds or other funds treated as proceeds of those Bonds at any
time during the term of those Bonds that will cause interest on those Bonds to be included in gross
income for federal income tax purposes.
Section 5.3.5 Additional Certificates. Each Member fiuther 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
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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
26
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
27
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 defmition 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
28
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. Each 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 fr om Cascade is ed 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 23, 2012
29
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 produced by those assets or an amount of water equivalent to the amount of supply from them.
The Board may implement wholesale charges (additional to Demand Share -based charges and
variable commodity charges) to reduce extreme peak use (e.g., "peaking -off of the pipe
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 pernut 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
30
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
31
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
32
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 RCFCs; (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, under a voluntary mediation
process, or by a court of law. A court may appoint an arbitrator or special master. Distribution shall be
based on the best interests of efficient and economic water supply in the entire area served by the
Members, subject to a rebuttable presumption that Water Supply Assets will be returned to the Member
that originally transferred them to Cascade. That presumption may be overcome by a showing that
another asset distribution is in the best interests of efficient and economic water supply. The proceeds of
any sale of assets must be distributed among the then current Members based on the Demand Shares at
the time of disincorporation.
Joint Municipal Utility Services Agreement 22 March 28, 2012
33
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
34
CASCADE WATER ALLIANCE
By:
John M chic
AA
Title. Title S Date: (�1 /U 2012.
1
Attest: r
Chuck Clarke l
Title: Chief Executive Officer Date: /f X� t J 2012
r
Authorized by: Resolution No. IQ
Date: a �2J
Joint Municipal Utility Services Agreement 24
March 23, 2012
35
ARTICLE 15. Execution
This Agreement may be executed in one or more counterparts.
SIGNATORY AGENCY
CITY OF BELLEVUE
LOR
Title Date: 2012
Attest:
Title: Date: 2012
Authorized by (Resolution or Ordinance):
Date:
Joint Municipal Utility Services Agreement 25
2012
March 28, 2012
36
SIGNATORY AGENCY
CITY OF ISSAQUAH
0
Title Date: 2012
Attest:
Title: Date: 2012
Authorized by (Resolution or Ordinance):
Date:
Joint Municipal Utility Services Agreement 26
2012
March 28, 2012
37
SIGNATORY AGENCY
CITY OF KIRKLAND
By:
Title
Attest:
Date: 1 2012
Title: Date: .2012
Authorized by (Resolution or Ordinance):
Date:
2012
Joint Municipal Utility Services Agreement 27 March 28, 2012
38
SIGNATORY AGENCY
CITY OF REDMOND
Title Date: 2012
Attest:
Title: Date: 2012
Authorized by (Resolution or Ordinance):
Date:
Joint Municipal Utility Services Agreement 28
2012
March 28, 2012
39
SIGNATORY AGENCY
CITY OF TUKWILA
f
By:
Title tilG1t�U1�' Date: 2012
Attest:
Title: Date: .2012
Authorized by (Resolution or Ordinance): MQ
Date:
2012
Joint Municipal Utility Services Agreement 29 March 28, 2012
40
SIGNATORY AGENCY
COVINGTON WATER DISTRICT
By:
Title
Attest:
Date: 2012
Title: Date: 2012
Authorized by (Resolution or Ordinance):
Date:
2012
Joint Municipal Utility Services Agreement 30 March 28, 2012
41
SIGNATORY AGENCY
SAMMAMISH PLATEAU WATER SEWER DISTRICT
0
Title Date: 2012
Attest:
Title: Date: 2012
Authorized by (Resolution or Ordinance):
Date:
Joint Municipal Utility Services Agreement 31
2012
March 23, 2012
42
SIGNATORY AGENCY
SKYWAY W &S DISTRICT
Title Date: 1 2012
Attest:
Title: Date: 1 2012
Authorized by (Resolution or Ordinance):
Date:
Joint Municipal Utility Services Agreement 32
2012
March 28, 2012
43