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HomeMy WebLinkAbout08-063 - Cascade Water Alliance - Member Water Audit iLA, �gsss %0 2 r� r O �J Q z. C it y ila T� f u o Washington Resolution No. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, EXECUTING CERTIFICATES AND APPROVING FINANCIAL AND OPERATING INFORMATION OF THE CITY OF TUKWILA FOR THE CASCADE WATER ALLIANCE OFFICIAL STATEMENT FOR THE CASCADE 2009 BONDS. WHEREAS, Cascade Water Alliance "Cascade anticipates the issuance in August 2009 of its Water System Revenue Bonds, 2009 (the "Cascade 2009 Bonds and WHEREAS, under the Interlocal Contract effective April 1, 1999, as amended and restated on December 15, 2004, that established Cascade, the City of Tukwila (the "Member has agreed to provide "such certificates or verifications as are reasonably requested" in connection with the issuance of bonds by Cascade, including a written undertaking (an "Undertaking to provide continuing disclosure pursuant to paragraph (b)(5) of Securities and Exchange Commission Rule 15c2 -12, and WHEREAS, Member representatives have assisted Cascade in providing financial and operating information about the Member for inclusion in the official statement for the Cascade 2009 Bonds (the "Cascade Official Statement NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY RESOLVES AS FOLLOWS- Section 1. The Mayor of Tukwila, as the Member's representative to and board member of Cascade, in connection with the issuance of the Cascade 2009 Bonds, is authorized to execute a certificate or certificates constituting the Undertaking, approving financial and operating information about the Member in the Cascade Official Statement, and including such other certifications or verifications as Cascade may reasonably request. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a Regular Council Meeting thereof this 2)®T day of u 2009 J ATTEST /AUTHENTICATED- TA,4 an Hernandez Council Presi (Yent Christy O'Flah rty, CMC, City Cler cV APPROVED AS TO F W BY /r Filed with the City Clerk. 9 7 i Passed by the City Council. r O fic e City o ney Resolution Number- Attachments Exhibit A Certificate of City of Tukwila Exhibit B Closing Certificate of City of Tukwila W• \Word Processing\Resolutions \Cascade 2009 Bonds Motion.DOC SH:ksn 07/14/2009 Page I of 1 EXHIBIT A CERTIFICATE OF CITY OF TUKWILA The City of Tukwila (the "City a code city and a member of the Cascade Water Alliance Cascade'), hereby certifies to Cascade and to Lelunan Brothers Inc (the "Underwriter asset forth below Capitalized teens used below but not defined have the meanings assigned thereto in the Bond Purchase Agreement (the "Purchase Agreement between the Underwriter and Cascade 1 The City is a code city duly organized under the laws of the State of Washington (the "State and duly authorized to own and to operate its water system (which is identified in the Preliminary Official Statement) and to provide this Certificate (the "Certificate to Cascade and to the Underwriter 2 The City has full legal right, power and authority a. to execute and deliver this Certificate and to perform its obligations contained herein, b to execute and deliver the Closing Certificate of the City (the "Member Closing Certificate c to enter into the Amended and Restated Interlocal Contract, dated as of December 15, 2004 (the "Interlocal Contract" and together with this Certificate, the "Member Documents among Cascade and the members named therein (collectively, the "Members and d. to confirm the accuracy of the Member Information defined below 3 Attached to this Certificate are true and correct copies of the following documents Resolution No 1685, dated July 20, 2009, evidencing a motion authorizing the Mayor to sign the Member Documents, Resolution No 1417, dated May 3, 1999, authorizing the Mayor to sign the original version of the Interlocal Contract, and Regular Meeting Minutes dated December 16, 2002, evidencing a motion authorizing the Mayor to sign the Amended and Restated Interlocal Contract. Such resolutions and motion were adopted at meetings duly convened and held in all respects according to law To the extent required by law, due and proper notice of such meetings was given, a quorum was present throughout such meetings, a legally sufficient number of votes were cast in the proper manner for the adoption of such resolutions and motions. The resolutions and motion are in full force and effect as of the date hereof and have not been amended, superseded or repealed 4 The City has duly authorized the execution and delivery by the City of each of the Member Documents, and each of the Member Documents has been fully authorized, executed and delivered by the City 1 5 As of the date of the Preliminary Official Statement and as of the date of this Certificate, the information concerning the City contained in Appendix A (except the amount of the budgeted 2009 payments to Cascade, which are obtained from Cascade) and under the heading "THE MEMBERS City of Tukwila" in Cascade's Preliminary Official Statement (collectively, the "Member Information is true and correct. 6 Each of the representations and warranties of the City contained in the Member Documents is true and correct as of the date of this Certificate as if made on the date of this Certificate 7 If, between the date of the Purchase Agreement and the date 25 days following the date of the Closing a. Any event shall occur or any pre existing fact or condition shall become known to the City that might or that would cause the Member Information, as then supplemented or amended, to contain any untrue statement of a material fact, the City shall promptly notify Cascade thereof, and b if, in the reasonable opinion of the Underwriter, such event, fact, or condition requires the preparation and publication of a supplement or amendment to the Official Statement, the City will provide to Cascade a supplement or amendment to the Official Statement in a form and in a mamner approved by the Underwriter 8 The execution and delivery by the City of this Certificate and of the Interlocal Contract do not conflict with, result in a breach of or constitute a default under any of the terms or conditions of any resolution, ordinance, mortgage, deed of trust, lease or other agreement or instrument to which the City is a party or by which it or any of its property is bound, or any laws, judgments, decrees, rules or regulations applicable to the City of any court or other governmental body or any other applicable requirement of law; and no consent, approval, authorization, order, pernnt, registration or qualification of or with any such court or governmental agency or body was or is required for the execution and delivery of wither of the Member Documents 9 The City agrees to furnish such information, to execute such instruments and to take such other action in cooperation with the Underwriter and not inconsistent with law, as may be requested by the Underwriter to a. qualify the Bonds for offer and sale under the blue sky or other securities laws and regulations of such states and other jurisdictions of the United States of America as may be designated by the Underwriter and b determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and shall cooperate with the Underwriter to continue such qualifications in effect so longer as required for the distribution of the Bonds, provided, however that in each case the City shall not be required to execute a general consent to service of process or to qualify to do business in connection with any such qualification or determination in anyjurrsdretron 2 10 The City is not in material breach of or in default under the Interlocal Contract or in material breach of or in material default under any material agreement of the City's water utility, and no event has occurred and is continuing that constitutes or that with the passage of tune or the giving of notice, or both, would constitute a material breach of or material default or event of default under any such material agreement. 11 In each year in which Member Charges the City is required to pay is 10 percent or more of the sum of the Member Charges paid by all of the Members in such year, the City will provide to Cascade, not later than the last day of the eighth month of each fiscal year of the City (but if either the City's or Cascade s fiscal year changes so that it ends on other than December 31, then no later than 30 days before Cascade's continuing disclosure is due), a. audited financial statements for the City for the prior fiscal year, prepared in accordance with generally accepted accounting principles applicable to Washington cities, and if audited financial statements are not available at that time, the City may provide unaudited financial statements with audited financial statements to be provided to Cascade when they become available, and b updated Member Information consisting of historical financial information and operating data for the City of the type included under the heading "THE MEMBERS Member and Regional Water Rates,' and in Appendix A of Cascade's Official Statement. 12 The City confines that it has not been in default on any of its debt obligations and further confine s that during the previous five years it has not failed to comply, in all material respects, with any previous undertakings in a written contract or agreement specified in paragraph (b)(5)(1) of the Rule 13 The City agrees that any certificate signed by any officer of the City and delivered to the Underwriter shall be deemed to be a representation and warranty by the City to the Underwriter as to the statement made therein. 14 The officer of the City signing this Certificate is duly authorized to sign this Certificate on behalf of the City 15 At the Closing, the City shall cause to be delivered to the Underwriter and to Cascade the opinion of counsel to the City and the Member Closing Certificate and the other documents and certificates required of the Member pursuant to Paragraph 7(e) of the Purchase Agreement. Dated this 2' day of July, 2009 CITY OF TUKWILA By. Ac.. Title ��.�U cu.1,�� U 3 o. s 1 7908 City of i ila Washington Resolution No. A RESOLU'T'ION OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AUTHORIZING THE MAYOR TO SIGN CASCADE WATER ALLIANCE INTERLOCA.L CONTRACT, AND ASSIGNMENT AND ASSUMPTION OF WATER PURVEYOR CONTRACT WITH SEATTLE. WHEREAS, since 1993, elected officials from the City of Seattle, the Suburban Cities Association, and the King County Water Alliance have engaged in a facilitated negotiation to identify a new governance arrangement that would promote the cooperative use of water and enable the development of new regional water supplies; and WHEREAS, an arrangement encouraging discussion among three major partners in the region's water supply —the King County Water Alliance, Seattle Caucus, and the Suburban Cities Caucus "Tri- Caucus —was established; and WHEREAS, on August 30, 1995, the participants in that process executed a "Tri- Caucus Agreement of principles regarding the relationship between Seattle and the new Entity (Cascade Water Alliance)," which provided for cooperative planning, development, and management of regional water supplies; and WHEREAS, agencies are now proceeding to create, by interlocal contract, the Cascade Water Alliance, an intergovernmental body that will further the interests of its members while working cooperatively with other water supply entities in the region; and WHEREAS, the Cascade Water Alliance is an organization of municipalities formed for the purpose of obtaining and developing supplies of water for its members; and WHEREAS, the City of Tukwila is a municipality that supplies water to residents and customers within (and without) its municipal boundaries; and WHEREAS, an offer has been extended to the City of Tukwila to join the Cascade Water Alliance; and WHEREAS, a water audit has been completed for the City of Tukwila; and WHEREAS, the City Council of the City of Tukwila has voted to join the Cascade Water Alliance in order to assure its residents and customers continued water supply, and allow the City of Tukwila to actively participate in the operational planning and decisions of regional water system issues; CASCAf)E WATER AI.LIANCE CONTRACT 4129199 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY RESOLVES AS FOLLOWS: Section 1. Application to Cascade Water Alliance. A. The Mayor of the City of Tukwila is authorized on behalf of the City to execute the Cascade Water Alliance Interlocal Contract, a copy of which contract has been assigned Numberg in accordance with the terms and conditions of the application process adopted by the Cascade Water Alliance. B. The Mayor of the City of Tukwila is authorized on behalf of the City to execute that certain Assignment and Assumption of the Water Purveyor Contract with the City of Seattle, a copy of which Contract has been assigned NumberCP <Z. PASSED BY THE CITY COUNCIL QF THE CITY OF TUKWILA, WASHINGTON, at a Regular Meeting thereof this day of ,1999. 4 C ave Fenton, Council resident ATTEST/ AUTHENTICATED: J (Ve E. Cantu, CMC, City Clerk APPROVED ASJ�qFORIA4: B y Office of the City Att q Filed with the City Clerk:_ Z 9- Passed by the City Council: 3- 9 y Resolution Number 7 CASCADE WATER ALLIANCE CONTRACT 41291,99 City of Tukwila Page 2 of 6 City Council Regular Meeting Minutes December 16, 2002 c. Byron Saunders Introduced by Ms. Lauterbach, Mr Saunders is a long -time volunteer within the City and is glad to be a part of the Commission HERNANDEZ MOVED; DUFFIE SECONDED, THE APPOINTMENT OF BYRON SAUNDERS TO THE EQUITY AND DIVERSITY COMMISSION, POSITION #9, WITH A TERM TO EXPIRE 07- 31 -45. The motion carried 6 -0 3 LIBRARY ADVISORY BOARD Arthur McCammon Although not present, Mr Doerschel noted that Mr McCammon is one of the original Library Advisory Board members and wishes to continue. LINDER MOVED, DUFFIE SECONDED; THE REAPPOINTMENT OF ARTHUR MCCAMMON TO THE LIBRARY ADVISORY BOARD, POSITION #1, WITH A TERM TO EXPIRE 12- 31 -04. The motion carried 6 -0 CITIZEN COMMENTICORRESPONDENCE. Jessie Richardson. 4632 South 148 Street, Tukwila, informed Council of an October 30 incident wherein King County Animal Control took her family dog into custody, after being found outside the fenced yard. The breed of the dog was in question (wolf hybrid or not) and the dog was ordered to remain in the care of King County until such a determination was made. Wolf hybrid dogs are not allowed within King County After days of missed work, traveling from vets to others knowledgeable in the field of dog breeds, internet review, hiring an attorney and appealing the matter, it was ordered the dog be returned to the Richardson home. It was found not to have been a wolf hybrid. Ms. Richardson spoke of concern for others who might not be able to afford an attorney when such an incident arose. She spoke with a desire to "see change" in this area by the Council. CONSENT AGENDA. a Approval of Minutes November 18 and December 2 Regular Meetings b Approval of Vouchers 240416 240773, in the amount of $1,982,219 48 C. Authorize the Mayor to sign a renewal contract with 3H Cable Consultants, in the amount of $11,55100, for Consultant Services in 2003 d Authorize the Mayor to sign an Interlocal Agreement with Cascade Water Alliance CINDER MOVED, DUFFIE SECONDED, APPROVAL OF THE CONSENT AGENDA AS PRESENTED The motion carried 6-0 BID AWARD: Award a contract to R. W Scott Construction Company in the amount of $6,844,84717, for construction of the Tukwila International Boulevard Street Improvement Phase I project (South 152 to South 138' Street) Jim Morrow, Public Works Director, asked Council to award the construction contract for the Phase I work of the Tukwila International Boulevard project. The current value (total project costs) is $9,167,332.00, while the total budget dollars available (from all sources) are $8,680,800 00, leaving a deficit of $486,532.00 Mr Morrow assured Council he would continue his recent efforts to negotiate options for reducing the budget deficit mentioned above. Such negotiations may take place with Seattle City Light and /or Puget Sound Energy (Natural Gas) and Qwest. After questioning items relative to tree planting and EXHIBIT B CLOSING CERTIFICATE OF THE CITY OF TUKWILA The City of Tukwila (the "City a code city and a member of the Cascade Water Alliance "Cascade hereby certifies to Cascade and to Lehman Brothers Inc. (the "Underwriter as follows (capitalized terms used below but not defined 'nave the meanings assigned thereto in the Bond Purchase Agreement (the "Purchase Agreement between the underwriter and Cascade) 1 Each of the representations and warranties of the City contained in its Member Certificate is true and correct as of the date of this Closing Certificate as if made on the date of this Closing Certificate, and as of the date of this Closing Certificate, each of the representations and warranties contained in its Member Certificate is true and correct assuming that (i) where the phrase "the Preliminary Official Statement and the Official Statement" and (ii) the term "Member's Documents" includes this Closing Certificate as well as the member Certificate and the Interlocal Contract. 2 The Citv confirms its agreements contained in its Member Certificate, including in particular, the City's agreements contained in Paragraphs 7, 9 and 11 of the Member Certificate 3 The officer of the City signing this Closing Certificate is duly authorized to sign this Closing Certificate on behalf of the City Dated this 30 day of July, 2009 CITY OF TUKWIL By 4 H rnx. Title or 1 MEMBERSHIP AUDIT ACCEPTANCE AGREEMENT Between CASCADE WATER ALLIANCE And CITY OF TUKWILA MEMBER May 23, 2008 Cascade Water Alliance "Cascade and the City of Tukwila "Tukwila enter into this Membership Audit Acceptance Agreement (the "Audit Agreement with respect to Tukwila's public water system Article I Authority Audit Predicate Audit Definitions Section 1 1 Authority Article V, Section 5 2.2 of the Cascade Water Alliance Amended and Restated Interlocal Contract, dated December 15, 2004 (the "Interlocal requires an audit of each Member's water system and Independent Supply, if any, for the purposes of (1) determining Cascade's supply obligation to that Member, (2) recognizing when the Member has lost Independent Supply, and (3) allocating credits against the Member's Regional Capital Facility Charge for its Independent Supply Section 1.2 Audit Predicate. Cascade's supply obligations (water quantity and quality) and related supply obligations and the Member's obligations concerning planning, conservation, shortage management, Independent Supply, and payment of Rates and Charges are established by the Interlocal This Audit Agreement is intended to implement, not modify the Interlocal, and nothing herein shall change the benefits or obligations of a party to the Interlocal Section 1 3 Audit. This Audit Agreement incorporates and adopts the audit of Tukwila's public water system, dated May 23, 2008, performed by Cascade Water Alliance (the "Audit The Audit was performed according to a methodology adopted by the Board of Directors of Cascade (the "Board in Resolution No. 2008 -04 The original Audit is on file with Cascade A true and accurate copy is attached hereto as Exhibit A. Section 1 4 Definitions. Capitalized terms not otherwise defined in this Agreement shall have the meaning assigned to them in the Interlocal The following words have the following meanings when used in this Agreement: a) Production Requirement The quantity (seasonal and annual) of water a Member is required to supply from its Independent Supply as established by the Audit and set forth in Section V of Exhibit A. b) Failure to meet Production Requirement A Member's voluntary or involuntary failure to meet Production Requirements and so declared by a resolution of the Board. c) Loss of Supply A Member's permanent Failure to Meet Production Requirements, or a portion thereof, and so declared by a resolution of the Board Article II Independent Supply The Audit accurately identifies and quantifies Tukwila's Independent Supply for the purpose of establishing Cascade's supply commitment to Tukwila. Audit Acceptance Agreement Page 2 of 7 May 23 2008 Article III Supply Commitment Cascades supply commitment, as provided in the Interlocal and further defined by the Audit, shall be implemented through the Points of Delivery that are identified in Exhibit A. Article IV Wheeling All existing wheeling arrangements between Members or between Members and non- members as described in Exhibit A shall remain in effect. For future wheeling arrangements, Cascade shall pay wheeling charges when, in the judgment of the Board, a wheeling arrangement represents a cost effective way to provide water to a Member or non member Article V Points of Delivery Section 5.1 Cascade shall either own, or by contract with Seattle, have wholesale master meters at all points of delivery of the regional transmission system as set forth in Exhibit A. Section 5.2 Costs related to installation of future wholesale master meters initiated by Cascade shall be borne by Cascade The cost of installing any future wholesale master meters not initiated by Cascade and not listed in Exhibit A shall be charged pursuant to Cascade's fiscal policies to the entity (Member or non member) receiving the water Section 5.3 The hydraulic gradients for the points of delivery are established in Exhibit A. A Member may request changes to such hydraulic gradient(s) to avoid adverse impacts to their distribution system Cascade shall assume the initial cost of any adjustments required at the Member supply connection to match the defined range. Cascade shall also assume the initial cost of any adjustments (within the Member's distribution system) resulting from changes to the defined hydraulic gradient range caused by Cascade Thereafter, the cost of any subsequent adjustments shall be borne by each individual Member Under emergency conditions or other unusual short-term operating situations, Cascade shall not be obligated to meet minimum hydraulic gradients Article VI RCFC Credits Independent Supply Production Requirements Loss Section 6.1 Award of Credits. According to the Audit, Tukwila is entitled to and shall have 0 credits against the Regional Capital Facilities Charge Section 6.2 Production Requirements —Waiver 6 2 1 Tukwila accepts the Audit and the Production Requirement established by the Audit and set forth in Exhibit A, and agrees to produce water from its Independent Supply in an amount at least sufficient to meet its Production Requirements Audit Acceptance Agreement Page 3 of 7 May 23 2008 6 2.2 The Board may temporarily modify or waive Production Requirements when a the modification or waiver will not result in any increased demand upon Cascade or any increased cost to Cascade, b the modification or waiver is based upon unforeseen events such as equipment failure, natural disaster, or other situation that could not have been reasonably foreseen by Member(s), c. the modification or waiver is based upon a planned temporary interruption of production as might be needed to perform routine maintenance or modification to a Member's system, the impacts of which have been coordinated in advance with Cascade, d the modification or waiver is warranted by considerations of equity and fairness as determined in the sole discretion of the Board, e the modification or waiver is based upon an agreed demand mitigation plan submitted by a Member and accepted by the Board, or f The modification or waiver is in effect only for a specified and limited (not to exceed one year) period of time Section 6.3 Production Requirements Administration and Enforcement. Production Requirements shall be administered and enforced as follows 631 Cascade will monitor Members' Independent Supply and Cascade's supply to Members through the collection of necessary reports and data. Cascade will evaluate Independent Supply production relative to Production Requirements and periodically report to Members on status The frequency of such reports will be determined by practical timeframes for receipt and compilation of necessary data from regional and local sources If a Member fails to meet Production Requirements, Cascade will notify the Member and the Board as soon as practical 6 3 2 Each year, Cascade will periodically assess the supply and demand situation to determine whether Production Requirements may be waived or reduced based on a finding of surplus in water supply capacity or capability relative to demands. In the event of shortage conditions invoking shortage response, Cascade will work with Members to maximize those Members' reliance on Independent Supply while recognizing that concurrent demand reductions may cause de facto reductions in the ability to put Independent Supply to full productive use 6 3 3 The Production Requirement shall be reduced pro rata to reflect a reduction in demand levels in any year For this purpose, Cascade shall determine the actual Cascade usage per CERU for its collective Members, divide this usage by the standard usage per CERU established and used by Cascade, and multiply this ratio times the Production Requirement. This shall be done separately for annual and peak season demands and Production Requirements. 6 3 4 Shortfalls in production that are not waived by the Board or otherwise satisfied by any of the foregoing shall be documented by a resolution of the Board that shall impose penalties according to a graduated series of financial surcharges and operational sanctions, as follows Audit Acceptance Agreement Page 4 of 7 May 23 2008 Cascade Actions for Member Shortfall in Independent Supply Production Financial Response Frequency (applies to volume of shortfall) Operational Response Peak Season Annual Shortfall Shortfall 1 St occurrence in None None Cascade notifies Member and 20 -year rolling Board adopts resolution period declaring production failure 2" occurrence in Surcharge equal Surcharge equal Cascade notifies Member and 20 -year rolling to 25% of to 5% of Board adopts resolution period Cascade's Cascade's declaring 2 production failure, average cost per average cost per imposing penalties, and ccf delivered* ccf delivered* detailing consequences of further failures 3 rd and subsequent Surcharge equal Surcharge equal Cascade notifies Member and occurrences in 20- to 200% of to 80% of Board adopts resolution year rolling period Cascade's Cascade's declaring 3rd production failure, average cost per average cost per imposing penalties, and ccf delivered* ccf delivered* warning that a fourth failure will be deemed a Member declaration of "loss of supply" average cost per ccf delivered" is defined as total annual Cascade Demand Share revenue divided by total annual Cascade volume delivered. Provided that only one occurrence of a shortfall in Independent Supply Production may be declared per year, and provided further that in the event of multiple shortfalls in the same year (e g both peak season and annual shortfalls), the financial penalty shall be the greater of the calculated penalties 6 3 5 A resolution declaring a permanent Loss of Supply shall be adopted by the Board upon the 4th occurrence of a Failure to Meet Production Requirements in a 20 year rolling period 6 3 6 Whenever a resolution declaring a Loss of Supply has been adopted by the Board, (a) the Member shall concur in the declaration of Loss of Supply and formally request an additional Full Supply Commitment from Cascade in accordance with Section 5.2.2 of the Interlocal, (b) Cascade shall, at the Member's expense, perform an audit according to the approved audit methodology to quantify Cascade's additional Full Supply Commitment to the Member; and (c) Cascade shall impose, by resolution of the Board, the applicable annual financial penalties provided for in Section 6 3.4 of this agreement for that Loss of Supply, until the Member submits to Cascade a formal request for an additional Full Supply Commitment according to the Interlocal 6 3 7 Whenever a Member experiences a Loss of Supply, that Loss of Supply shall be documented in a resolution of the Board and copy provided to the Member The resolution shall Audit Acceptance Agreement Page 5 of 7 May 23 2008 state the basis for the Board's declaration. A resolution declaring a Loss of Supply may be rescinded upon a showing satisfactory to the Board of replacement of lost supply consistent with the requirements of the Interlocal. ARTICLE VII General Section 7 1 Integrated Agreement. This Agreement implements provisions of the Interlocal and shall be construed and interpreted to that effect; otherwise, this document and all attachments integrates all prior oral and written representations between the parties and is the complete agreement between Cascade and Tukwila concerning the Audit of Tukwila's public water system Section 7.2 Amendment. Except as otherwise provided, this Audit Agreement may be amended only in writing and only if such writing is signed by the Member and by Cascade provided, however, an approved water system plan that modifies the Member's service area shall amend the service area described in Section 2.1 pending a further Audit of the Member's public water system in accordance with the Interlocal. Section 7 3 Interpretation and Venue. This Audit Agreement shall be interpreted and construed according to the laws of the State of Washington, provided that the Interlocal, the Audit, and applicable Cascade resolutions may be consulted as aids to interpretation and construction Any action to enforce this Agreement shall be brought in King County, Washington. Section 7 4 Effective Date. This Audit Agreement shall be effective on the date that it is approved by resolution of the Board CASCADE WATER ALLIANCE By pate Date gerg, e pff%cer Iliance ResOut►on No cuti J( Wo ted 127108,the Chie Eyce Cascade f pt ance nt to A Accep pursuant Section 4, ad execute the embers listed In 20 pg -12 e M Date is au d to Se Officer eat for the Seven Cascad Agre S 2 Audit Acceptance Agreement Page 6 of 7 May 23 2008 MEMBER By Date ayor or City nager or ?resident of Commissioners Attest: P Date Audit Acceptance Agreement Page 7 of 7 May 23 2008 EXHIBIT A. MEMBER WATER AUDIT CITY OF TUKWILA PREPARED FOR CASCADE WATER ALLIANCE May 23, 2008 Section I Purpose Background This water audit outlines the supply relationship between Cascade Water Alliance (Cascade) and its Members, documenting each Member's official service area and independent supply sources As a condition for membership in Cascade, Members with independent supply sources participated in a water system audit in 1999 The audit included a review of Member -owned independent supplies, which resulted in an award of independent supply credits for use against future Regional Capital Facilities Charge (RCFC) payments The prior audits were conducted on the premise that Cascade would commence operation and supply delivery in 2000 however, Cascade did not begin delivering water until 2004 Cascade has recognized the need to update the prior audits for Members with independent supply sources to establish Member obligations to produce water from independent supplies, and to define RCFC credits (redeemable beginning in 2008) This document has been prepared in accordance with Article V, Section 5.2.2 of the Amended and Restated Cascade Interlocal Contract (dated December 15 2004), which authorizes Cascade to conduct audits of the independent supplies of its Members at any time Given that the City of Tukwila does not have any independent supply sources of its own, the primary purpose of this audit is to document the supply relationship between the City and Cascade Section II Utility Description The City of Tukwila is a municipal corporation that owns and operates a public water system serving customers inside its water service area. Table 1 summarizes information pertinent to the City's water system Table 1. General Water System Information City of Tukwila Water System Name City of Tukwila Water System ID No 89500F Water System Classification. Group A Community Type Type of Ownership Local Government Owner No Address 600 Minkler Boulevard System Contact Person Operations Manager CERU Count as of 12/31/04 8 732 Sources of Information Cascade City Records Section 2.1 Service Area The City of Tukwila is bounded by the City of Seatac on the west, the City of Seattle on the north the City of Renton on the east, and the City of Kent on the south Tukwila's current and future service area, city boundary, and other adjacent purveyor service areas are shown on Figure 1 The City purchases wholesale water from Cascade (currently Seattle water through the Cascade Block) to serve its customers In addition to this, the City holds agreements with several non Members that allow it to acquire additional supply in the event of an emergency 2 Section 2.2 Pre Existina Service Commitments to Non Members The City does not have any pre- existing service commitments to non members Section 2.3 Distinauishina Characteristics Considerations The following considerations are unique to the City of Tukwila's water system The City holds a surface water right, but that water right is used exclusively for golf course irrigation and is not part of Tukwila's drinking water distribution system In addition, the City has a reclaimed water program for irrigation and industrial uses This program has value to Cascade, as it mitigates potable water demand during peak periods Section III Supply Commitment Section 3.1 Delivery Points The specific Points of Delivery are identified in Figure 1 (see page 2) The location of each Point of Delivery is listed in Table 2 and is the Points of Delivery as defined by the Member agency at the time the water audit was finalized TABLE 2 TABLE OF DELIVERY POINTS HYDRAULIC GRADIENT (Ft) LOCATION JURISDICTION STA NO TYPE Minimum Maximum South Center Parkway Tukwila Parkway Tukwila 13 460 490 SUPPLY Christensen Road Baker Rd Tukwila 15 460 490 SUPPLY 53rd Avenue S S 160th Street Tukwila 16 460 490 SUPPLY E Marginal Way S 112th Street Tukwila 168 445 490 SUPPLY 51 st Avenue S S Leo Street Tukwila 169 455 490 SUPPLY W Marginal Place S 102nd Street Tukwila 170 300 490 SUPPLY -3-