HomeMy WebLinkAbout2023-117 IGA- Talent, Phoenix & COA TAP Partners r
INTERGOVERNMENTAL AGREEMENT
Between the Cities of Talent,Ashland,and Phoenix
For TAP Water Distribution System Facilities,
Operations and Maintenance Management and Cost-Sharing
This Intergovernmental Agreement(hereinafter"IGA"or"Agreement")between the
incorporated municipalities of Talent,Ashland,and Phoenix,hereinafter referred to collectively
as the TAP PARTNERS,sets forth the terms and conditions for management and.cost-sharing of
the TAP WATER SYSTEM.
SECTION 1:RECITALS
WHEREAS,the TAP PARTNERS affirm that they are authorized to enter into intergovernmental
agreements regarding the provision of water service pursuant to ORS 190.010;and
WHEREAS,the TAP PARTNERS have cooperatively developed and operated the TAP WATER
SYSTEM since 2000; and
WHEREAS, it is in the interests of all TAP PARTNERS to continue development and operation of
the TAP WATER SYSTEM;and
WHEREAS,this agreement does not give the TAP PARTNERS ownership in any other part of the
water systems owned by ASHLAND, PHOENIX,and TALENT;
NOWTHEREFORE,in consideration of the terms,conditions,stipulations and covenants herein
contained,the TAP PARTNERS agree to the following:
SECTION 2: DEFINITIONS
1. ADMINISTRATIVE COSTS means expenses of any TAP PARTNER,the SECRETARY,and the
FINANCIAL ADMINISTRATOR reasonably related to the operation and maintenance of
the TAP WATER SYSTEM.
2. ASHLAND means City of Ashland,whose boundaries may adjusted from time to time
by annexation or other boundary actions.
3. CURRENT CAPACITY SHARE means the share of capacity of each TAP facility paid for by
each TAP PARTNER,or as mutually agreed to in Section 7.3.
4. FACILITIES MAINTENANCE AND REPAIR COSTS means costs incurred for work conducted
by City crews or by contractors retained by TAP PARTNERS that is either routine in
nature,or triggered by an emergency repair situation. Items may include, but are not
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limited to;emergency pipeline repairs, landscaping,valve replacements,generator
repairs,and interior and exterior building painting at booster pump stations. •
5. FINANCIAL ADMINISTRATOR means a third party contracted with the TAP PARTNERS to
(1) handle assembly of all OPERATIONS AND MAINTENANCE COSTS each month,
perform cost allocation among the TAP PARTNERS, and bill each TAP PARTNER their
allocated cost each month, (2) record PROJECT COSTS, allocations and payments as
provided by the LEAD TAP PARTNER for their PROJECT,and (3)provide quarterly
financial statements to the TAP COMMITTEE.
6. FLOW means that certain volume of POTABLE WATER expressed in gallons per day as
measured by water meters located throughout the TAP WATER SYSTEM.
7. FORCE MAJEURE EVENT means each or any act of war,insurrection,terrorism (foreign
or domestic),strikes,walkouts, riots,floods, drought,earthquakes,tsunamis,
hurricanes,fires,casualties, pandemics, acts of God,governmental restrictions imposed
or mandated by governmental entities other than the TAP PARTNERS,enactment of •
conflicting State or Federal laws or regulations,and litigation or similar bases for
excused performance that is not within reasonable control of the TAP PARTNER to be
excused. •
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8. HISTORICAL WATER USE means the total water use as measured April 1 through March
31 for the past 5 years.
9. IGA means intergovernmental agreement.
10.JOINT BILLS means bills incurred for third-party services(such as power)to all jointly-
owned TAP WATER SYSTEM facilities.
11. LEAD TAP PARTNER means the city administering a certain PROJECT(S) on behalf of the
TAP PARTNERS.
12. MWC means Medford Water Commission.
13.OPERATION AND MAINTENANCE COSTS means actual costs to the TAP PARTNERS for
wheeling of water between TAP PARTNERS through the TAP WATER SYSTEM,including
all ADMINISTRATIVE COSTS,JOINT BILLS,and FACILITIES MAINTENANCE AND REPAIR
COSTS.
14. ORS means Oregon Revised Statutes.
15. PHOENIX means City of Phoenix,whose boundaries may be adjusted from time to time
by annexation or other boundary actions.
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16. POTABLE WATER means water that has been treated by the MWC and delivered at
certain points of connection in the TAP WATER SYSTEM.
17. PROJECTS means scopes of work of REHABILITATION and/or expansion of capacity in the
TAPWATER SYSTEM,and TAP Master Water Plan updates. Replacement of a generator
is a PROJECT,for example,whereas repair of a generator is FACILITIES MAINTENANCE
AND REPAIR.
18. PROJECT COSTS means the capital costs of PROJECTS.
19. REHABILITATION means the replacement and/or upgrade of existing TAP WATER
SYSTEM assets.
20. RVCOG means the Rogue Valley Council of Governments.
21.SDCs means system development charges as established in ORS 223.297 through ORS
223.316 or successor statutes.
22.SECRETARY means the TAP PARTNER or third party responsible for all secretarial duties
during the current fiscal year.Secretarial duties include noticing meetings, conducting
emergency polls,providing meeting minutes,and record-keeping.
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23.TAP COMMITTEE means the representatives for ASHLAND,PHOENIX,and TALENT that
meet to coordinate the affairs of the TAP WATER SYSTEM.
. 24.TALENT means City of Talent,whose boundaries may be adjusted from time to time by
annexation or other boundary.actions.
25.TAP PARTNERS means the cities of ASHLAND, PHOENIX,and TALENT.
26.TAP WATER SYSTEM means the shared facilities that together create the interconnected
water system between the TAP PARTNERS.
SECTION 3:DESCRIPTION OF TAP FACILITIES,WATER AND ELECTRIC MEASUREMENT
3.1 Location of TAP Facilities. Exhibit A illustrates the location and type of TAP Facilities.The
SECRETARY shall cause the exhibit to be updated whenever,capital improvements or
decommissioning of facilities are made to the TAP WATER SYSTEM.
3.2 TAP Water Master Plan.The TAP Water Master Plan provides description of all the major
TAP WATER SYSTEM Facilities.The TAP PARTNERS shall prepare updates of the TAP Water
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Master Plan every five years, or as close to every five years as is practicable, in accordance with
industry best practices.TAP Water Master Plan updates will be treated as a PROJECT,with a
LEAD TAP PARTNER appointed by the TAP PARTNERS.
3.3 Water and Electric Measurement.The TAP PARTNERS are responsible for periodic testing
and replacement of the water meters to ensure accurate meter reads for'monthiy billing
purposes.The TAP PARTNERS are not responsible for electric measurement,which is the
responsibility of the power provider. -
SECTION 4:FACILITIES INSURANCE
4.1 TAPWATER SYSTEM Insurance.All TAP PARTNERS will carry insurance on all TAP WATER
SYSTEM facilities that they operate. In the event of an insurance claim on a TAP facility shown in
Exhibit A,the damages for which the policy holder is liable, and any resulting increase in
insurance premium that can reasonably be isolated to the claim,shall be allocated among the
holders of capacity of the affected TAP facility in a manner agreed to by the TAP PARTNERS.
Costs shall be submitted to the FINANCIAL ADMINISTRATOR as an ADMINISTRATIVE COST,and
reimbursement to the policy holder shall be made pursuant to Section 7.2.
SECTION 5:REGIONAL WATER RIGHTS STRATEGY
5.1 Water Sharing Plan.The TAP PARTNERS have each entered into an IGA with other regional
partners to ensure the most efficient use of Rogue Valley water resources.'Nothing within this
IGA shall usurp any section of The Intergovernmental Agreement for a Coordinated Water
Rights Management and Water Sharing Plan, effective September 19,2022, and as it may be
amended.
SECTION 6:SYSTEM MANAGEMENT
6.1 General.The TAP PARTNERS agree they shall coordinate their operations such that the
conveyance of water is optimized to prevent water-related incidents resulting in leaks,
excessive power bills,and hazardous conditions to the general public.The TAP PARTNERS agree
to coordinate regarding the possible increase in water supply deliveries in an emergency to the
extent necessary.
6.2 TAP COMMITTEE Authority.The TAP COMMITTEE is granted authority to monitor TAP
WATER SYSTEM implementation,status, performance, and expenses in order to help ensure
that the TAP WATER SYSTEM meets its intended purpose in the most efficient and effective
manner.The TAP COMMITTEE has the authority to contract with RVCOG,or other entities to
manage, operate,maintain,repair and replace any portion of the TAP SYSTEM. '
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Actions of the members of the TAP COMMITTEE must reflect the policies and directives of the
TAP PARTNER they represent. ;
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6.3 TAP COMMITTEE Membership and Structure.The TAP COMMITTEE will be composed of
one(1)representative appointed by each TAP PARTNER. Each representative will serve until
replaced by his or her city. Each TAP PARTNER shall appoint an alternate to serve in the absence
of the TAP COMMITTEE representative.
6.3.1 SECRETARY.At the last regular meeting of the current fiscal year(July 1 through
June 30) a SECRETARY shall be appointed,or if a third party,shall be engaged,by the
TAP COMMITTEE for the forthcoming fiscal year. •
6.3.2 FINANCIAL ADMINISTRATOR.At the last regular meeting of the current fiscal year
(July 1 through June 30),or before,the TAP COMMITTEE will secure a renewed or new
contract with the FINANCIAL ADMINISTRATOR for the forthcoming fiscal'year.
6.4 TAP COMMITTEE Voting Privileges.Each member will have one(1)vote.No proxy votes
shall be allowed. If the primary and alternate TAP COMMITTEE representatives are both in
attendance at a TAP COMMITTEE meeting,the alternate shall not have a vote.
6.5 Approval.Any matter may be approved only by unanimous vote of the TAP COMMITTEE
representatives.
6.6 Meetings.
6.6.1 Quorum.All three(3)TAP COMMITTEE members and/or their alternates must be
in attendance to have a quorum.Attendance may be In-person or virtual.
6.6.2 Guests.The TAP COMMITTEE shall invite guests to regularly scheduled meetings as
needed for TAP business.
6.6.3 Frequency.The TAP COMMITTEE shall meet at least once every quarter(three
months) at such time and place or virtual setting that best suits the TAP COMMITTEE
representatives.An item of business at each meeting will be setting the date of the next
meeting.The SECRETARY shall provide notice of the next meeting to all TAP COMMITTEE
representatives and alternates at least one week in advance of the meeting. Meetings
shall also be held at any time for any reason upon the request of any TAP COMMITTEE
representative upon two(2)day's oral or written notice to the SECRETARY.
6.6.4 Time and Place.The time and place of meeting or virtual meeting shall be
scheduled and determined by the'SECRETARY in consultation with the TAP COMMITTEE
representatives.
6.6.5 Emergency Polls in Lieu of meetings. Emergency poll votes,initiated by any TAP
PARTNER,may be conducted in lieu of meetings if necessary or otherwise advisable.
Each TAP COMMITTEE representative shall have two (2)days to respond to the poll.
Non-responding TAP.COMMITTEE representatives or their alternates shall be contacted
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by the SECRETARY via email or telephone to ensure notice had been received and to
obtain a confirmation of position. Once the results are received,they may be acted
upon immediately. Any such results shall be ratified at the next meeting with a quorum
of TAP COMMITTEE representatives.
6.6.6 Minutes.Written minutes shall be taken at each meeting.The.SECRETARY shall
prepare minutes.Minutes shall record all decision items taken by the TAP COMMITTEE
and all major discussion items. Minutes shall be reviewed and approved at the next TAP
COMMITTEE meeting and electronically stored by the SECRETARY.
6.6.7 Conduct of Meetings.In the event of a dispute,parliamentary procedure shall be
• conducted in accordance with the latest version of Robert's Rules of Order.
SECTION 7:ADMINISTRATIVE FUNCTIONS
7.1 Responsibilities.
7.1.1 Records.The SECRETARY is responsible for maintaining all records associated with
this IGA.At the last regular meeting of the current fiscal year(July 1 through June 30),
the TAPCOMMITTEE shall review the records assembled by the SECRETARY,including
updates to•the Exhibits of this IGA completed by the FINANCIAL ADMINISTRATOR and
SECRETARY.
7.1.2 TAP COMMITTEE Reporting to TAP PARTNERS.The TAP COMMITTEE may prepare
reports to the TAP PARTNERS as the need arises.The TAP COMMITTEE will evaluate any
proposed material changes to the TAP WATER SYSTEM included in this IGA and make
recommendations to TAP PARTNERS as appropriate.
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:The TAP COMMITTEE Is an advisory board whose members strictly represent the
interest of the TAP PARTNERS.The TAP PARTNERS are not required to adopt an
ordinance ratifying the creation of the TAP COMMITTEE pursuant to ORS 190.085 and
are not subject to ORS 294 generally,including any requirement therein to undergo an
annual budget process.TAP COMMITTEE representatives do not have the discretion to
make independent policy decisions but instead carry out policy established by each TAP
PARTNER regarding the delivery of water to each TAP PARTNER on behalf of the cities
that they represent.The TAP COMMITTEE:performs certain purely ministerial duties in
addition to its advisory function on behalf of the TAP PARTNERS.
7.2 Processing and Payment of Bills for OPERATIONS AND MAINTENANCE COSTS.The
FINANCIAL ADMINISTRATOR shall assume the following responsibilities.
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7.2.1 Receipt Of Bills.The FINANCIAL ADMINISTRATOR will receive and process all
ADMINISTRATIVE COSTS,JOINT BILLS and FACILITIES MAINTENANCE AND REPAIR COSTS
connected with the TAP WATER SYSTEM.
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7.2.2 OPERATIONS AND MAINTENANCE COSTS allocation.The FINANCIAL
ADMINISTRATOR will promptly record all bills received per 7.2.1 in an electronic folder,
and will apportion each TAP PARTNER's responsibility for payment pursuant to Exhibit
B,as it may be amended from time to time.
7.2.3 Confirmation of Accuracy of Bills.The FINANCIAL ADMINISTRATOR will make
every reasonable effort toconfirm the accuracy of all bills and charges,received. i.
However, each TAP PARTNER shall share responsibility for attempting to ensure that
source billing information,such as meter reads, are timely and accurate.
7.2.4 Payment of Bills and Notification to each TAP PARTNER of its Share.The TAP
PARTNERS and/or FINANCIAL ADMINISTRATOR will promptly pay all bills and charges
received no later than the dates they are due.Any bills paid by TAP PARTNERS must be
provided to the FINANCIAL ADMINISTRATOR at least quarterly.The_FINANCIAL
ADMINISTRATOR shall notify each TAP PARTNER of its contractual share of each bill
received and paid via appropriate electronic means. Notification shall be sent to the TAP
COMMITTEE representatives. Notification shall include an electronic copy of the
applicable bill or charge.
7.2.5 Reimbursement by TAP PARTNERS.Each TAP PARTNER shall promptly reimburse
the FINANCIAL ADMINISTRATOR for its share of the bills paid by the FINANCIAL
ADMINISTRATOR or other TAP PARTNERS pursuant to this IGA. Payment shall be made
no later than thirty_(30)days after the date of the notice described in 7.2.4.
7.2.6 Reminder Notices.The FINANCIAL ADMINISTRATOR shall send a reminder notice
via appropriate electronic means to any TAP PARTNER that has failed to pay a billed
charge thirty(30)days after the date of delivery of the invoice.
7.3 Processing and Payment of Bills for PROJECT COSTS. PROJECTS may be administered by any
TAP PARTNER.The LEAD TAP PARTNER for a PROJECT(S)will assume the same responsibilities
as the FINANCIAL ADMINISTRATOR for Sections 7.2.1,7.2.2,7.2.3,and 7.2.5,and each TAP
PARTNER shall,within thirty(30)days of receiving notice of the bills,promptly reimburse the
LEAD TAP PARTNER for its share of the bills,which may have already been paid by the LEAD TAP
PARTNER.
7.3.1 PROJECT COSTS Allocation.The LEAD TAP PARTNER will allocate PROJECT COSTS
to the TAP PARTNERS per the terms of the IGA for that PROJECT.Any time a new
PROJECT IGA is approved by the TAP PARTNERS, it will be added to the list of PROJECTS
in Exhibit C.A template for creation of a new PROJECT IGA is provided in Exhibit D.
7.3.2 PROJECT Financing Costs.Any financing costs incurred will be allocated according
to the percentage allocations specified in Exhibit C if the LEAD TAP PARTNER finances
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the entire PROJECT.When each TAP PARTNER secures its own financing costs for its
share of a PROJECT the LEAD TAP PARTNER will not allocate any financing charges.
7.3.3 PROJECT COSTS record keeping. Every quarter,the LEAD TAP PARTNER(S)will
• provide records of PROJECT COSTS and payments to the FINANCIAL ADMINISTRATOR for
preparation of quarterly financial statements.
7.4 Accounting.The FINANCIAL ADMINISTRATOR shall keep accurate books and records of all
bills and other charges received and paid in connection with the TAP WATER SYSTEM,and of all
payments received by TAP PARTNERS in reimbursement of bills and charges.All accounting
shall be conducted in accounting software that can be easily transferred to other users.
SECTION 8:SYSTEM DEVELOPMENT CHARGES
8.1 System Development Charges.The TAP PARTNERS agree to independently collect Water
SDCs for reimbursement and improvement costs associated with the TAP WATER SYSTEM.The
SDCs will be different for each TAP PARTNER based on their share of estimated PROJECT COSTS
described in the Water Master Plan,or as subsequently identified by the TAP COMMITTEE.
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8.1.1 Use of Reimbursement Water SDCs.The TAP portion of Reimbursement Water
SDCs collected by TAP WATER PARTNERS will be retained by each TAP PARTNER to pay
for its cost share of REHABILITATION PROJECTS.
8.1.2 Use of Improvement Water SDCs.The TAP portion of Improvement Water SDCs
collected by TAP WATER PARTNERS will be retained by each TAP PARTNER to pay for its
cost share of expanded capacity in the TAP WATER SYSTEM.
SECTION 9:TAP WATER SYSTEM REHABILITATION FISCAL RESPONSIBILITY
9.1 REHABILITATION Reserve Funds.Each TAP PARTNER will establish a TAP REHABILITATION
Reserve Fund wherein monies will accumulate for TAP WATER SYSTEM REHABILITATION. Each
year,the TAP PARTNERS shall establish the amount to be funded within each TAP PARTNER's
respective budget using information contained in Exhibit E,which shall be updated annually by
the SECRETARY.
9.2 Use of Designated Funds. Reimbursement Water SDC and Rehabilitation Reserve Funds are
Designated Funds which revenues may collectively be used by a TAP PARTNER to fund their
allocated share of REHABILITATION PROJECTS COSTS. •
SECTION 10:DELINQUENT PAYMENTS AND PENALTIES
10.1 Delinquency. Monthly payments for OPERATIONS AND MAINTENANCE COSTS are due on
'the first day of each month and are delinquent on the 15th day of each month. Delinquent
payments are subject to interest accrual of 10%.
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10.2 PROJECT COST Delinquency.The LEAD TAP PARTNER for a PROJECT will administer any
delinquency penalties per the terms of the IGA for that PROJECT.
SECTION 11: DISPUTE RESOLUTION
11.1 Dispute Resolution Steps. If a dispute arises between the TAP PARTNERS regarding this
IGA,the TAP PARTNERS shall attempt to resolve the dispute through the following steps:
1. Step One;Negotiation.The TAP COMMITTEE members,or such other persons
designated by each TAP PARTNER,will negotiate on half of the TAP PARTNER they
represent. If the dispute is resolved at this step,there shall be a written determination
of such resolution signed by the committee members or designated persons and ratified
by their respective governing body,which shall be binding upon each of the TAP
PARTNERS.
2. Step Two—Mediation. If the dispute cannot be resolved within 30 days of commencing
Step One,the parties shall submit the matter to non-binding mediation.TAP
COMMITTEE members shall attempt to agree on a mediator. If they cannot agree,then •
they shall request the Jackson County Circuit Court to appoint a mediator as provided in
ORS Chapter 36.The cost of mediation shall be borne equally between the TAP
PARTNERS. Each TAP PARTNER shall be responsible for its own costs and fees.The TAP
PARTNERS agree to mediate in good faith. If the issues are resolved at this Step,a
written determination of such resolution shall be signed by each TAP PARTNER Mayor
and ratified by each City Council. '
3. Step Three—Arbitration. If the TAP PARTNERS are unsuccessful at Steps One and Two,
then the dispute shall be settled by arbitration.The parties shall attempt to agree on an
arbitrator. If they cannot agree upon an arbitrator within ten days,the parties shall
submit the matter of determining an arbitrator to the Presiding Judge of the Jackson
County Circuit Court.Judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction.The decision of the arbitrator shall be final and
binding upon all parties and there shall be no appeal to any court.Expenses of
arbitration shall be borne by the losing party or parties. Each party shall pay its own
attorney fees in such arbitration unless the arbitrator orders otherwise.
SECTION 12:INDEMNIFICATION AND FORCE MAJEURE
12.1 Indemnification.Subject to the limitations and conditions of the Oregon Tort Claims Act,
ORS 30.260 through 30.300 and the Oregon Constitution,Article XI,Section 7,the TAP
PARTNERS agree to save,hold harmless and indemnify each other from any loss,damage,
injury, claim,or demand by a third party against either party to this IGA arising from the
activities of the other party in connection with this IGA. No party shall be required to indemnify
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any other party for any liability arising out of the wrongful act of another party or the wrongful
act on an agent of another party.
12.2 Force Majeure. In addition to the specific provisions of this Agreement,performance by
any TAP PARTNER will not be considered in default'where delays or failure to perform or
conform to the terms of this IGA is due to a Force Majeure event as defined herein.
SECTION 13:NOTICES
13.1 Mailed Notices.Any notice required or permitted to be given,is agreed to be given in
writing and will be effective upon receipt for hand delivery or upon actual receipt or three (3)
days after mailing,whichever is earlier,for notices delivered by U.S. mail,first class postage
prepaid, addressed to the TAP PARTNERS as follows:
City of ASHLAND City of PHOENIX City of TALENT
Attn: City Manager Attn:City Manager Attn: City Manager
20 East Main Street PO Box 330 PO Box 445
Ashland,OR 97520 Phoenix, OR 97535 Talent, OR 97540
SECTION 14:AMENDMENTS
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14.1 Entire Agreement This document and all Exhibits shall constitute the entire Agreement
between the TAP PARTNERS.The SECRETARY will maintain a list of all current TAP WATER
SYSTEM IGAs in Exhibit F of this IGA.
14.2 Amendments.All amendments, modifications, or changes to the provisions of this
Agreement in whole or in part, may be entered into at any time upon mutual agreement,
signed by all TAP PARTNERS.The IGA may be voided at any time upon mutual agreement,
signed by all TAP PARTNERS.
14.3 Transfer of Interest. No TAP PARTNER shall assign or transfer any of its interest in this
Agreement without the prior written consent of the other TAP PARTNERS.
SECTION 15:ADDITIONAL PROVISIONS
• 15.1 Exclusive Property.All work produced by or for the TAP PARTNERS regarding the TAP
• WATER SYSTEM shall be the exclusive property of the TAP PARTNERS.Any person(s)or entities
may obtain a copy of any public record by paying for the reproduction costs of the item(s)
requested.
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SECTION 16:TERM AND TERMINATION
16.1 Term.This IGA shall become effective as of the last date of execution by a TAP PARTNER.
The term of this IGA shall be perpetual.Any termination of this IGA shall not prejudice any
rights or obligations accrued to the TAP PARTNERS prior to termination.
16.2 Termination.The TAP PARTNERS acknowledge and agree that any and all prior
intergovernmental agreements for the TAP WATER SYSTEM are hereby terminated and have no
further force or effect,with the exception of the Intergovernmental Agreement for the
American Rescue Plan Act TAP Water System Improvements among the Cities of Talent,
Ashland,and Phoenix,February 2022, and the 2016 TAP RVCOG IGA for Billing.
IN WITNESS WHEREOF,TAP PARTNERS have caused this !GA to be executed by their authorized
representatives as of the date of the last signature affixed below:
PARTIES TO THE AGREEMENT
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.na:• ate y
City of Talent City of Ashland
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ity Manager Date
City of Phoenix
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Exhibit A
TAP Facilities
Exhibit A illustrates and describes the facilities of the TAP WATER SYSTEM.The SECRETARY shall
maintain and update this exhibit annually every April.
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Transmission Main Segments 7 : '
1 6,100 ft 24-inch Talent/Ashland/Phoenix
2 12,160 ft 24-inch Talent/Ashland/Phoenix
3 10.675 ft 24 inch Talent/Ashland Li
Exhibit B
TAP OPERATIONS AND MAINTENANCE COSTS AND COST ALLOCATION
It is the obligation of each TAP PARTNER to submit monthly, but no less than quarterly,the
following OPERATIONS AND MAINTENANCE COSTS data,which list may be amended from time
to time,to the FINANCIAL ADMINISTRATOR.
. 1. ADMINISTRATIVE COSTS
a) TAP PARTNER administrative costs relating to the TAP WATER SYSTEM
b) FINANCIAL ADMINISTRATOR costs
c) Other administrative costs
2. JOINT BILLS
a) Power Bills for electricity consumption at the booster pump stations
b) Medford Water Commission bills
c) Other shared bills
3. FACILITIES MAINTENANCE AND REPAIR COSTS
a) Regional Booster Pump Station maintenance and repair costs
b) Talent Booster Pump Station maintenance and repair costs
c) Pipeline repairs costs-
d) Other maintenance costs
The.FINANCIAL ADMINISTRATOR shall update Table B.1 every April for use in cost allocation the
following fiscal year.The FINANCIAL ADMINISTRATOR shall allocate TAP OPERATIONS AND
MAINTENANCE COSTS to the TAP.PARTNERS using the cost allocation methodologies in Table
B.2, or other cost allocations as mutually agreed to by the TAP PARTNERS,the following fiscal
year. If any alternate, mutually agreed to,methodology(ies)is(are)used in any year,it(they)
must be documented by the SECRETARY in the 1GA. .
Each April,the SECRETARY shall coordinate with the FINANCIAL ADMINISTRATOR to update the
1GA Tables B.1 and B.2 as follows:
1. Historical water use records will be used to update Table A.1 to the most recent 5-year
period. •
2. ADMINISTRATIVE COSTS,JOINT BILLS,and FACILITIES MAINTENANCE AND REPAIR COSTS
shall be added or removed as necessary in Table B.2. •
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Table 8.1
Historical Water Use
TAP April through March HISTORICAL. Phoenix Talent& All
PARTNER 2018/19 2019/20 2020/21 2021/22 2022/23 WATER USE &Talent Ashland Partners
thousands of gallons [1] HISTORICAL WATER USE Allocation
Phoenix 202,861 209,751 201,420 132,825 52,443 159,860 37.13% 0.00% 30.89%
Talent 266,438 266,080 277,917 262,639 280,065 270,628 62.87% 75.66% 52.29%
Ashland 66,479 8,265 48,020 166,832 145,690 87,057 0.00% 24.34% 16.82%
Total 535,778 484,096 527,357 562,296 478,198 517,545 100.00% 100.00% 100.00%
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[1]By default this is the 5-year rolling average;however,the TAP PARTNERS may,by mutual agreement,
change the allocation of costs based on HISTORICAL WATER USE for special circumstances. j
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Table B.2
Operations and Maintenance Costs Allocated by the Financial Administrator •
•Operations and Maintenance Costs Charge Type or Frequency Allocation Methodology
ADMINISTRATIVE COSTS
Preparation of Financial Statements No less than Quarterly Equal Thirds
RVCOG Supplies - No less.than Quarterly Equal Thirds
JOINT BILLS
Power Bills for each Booster Station
Basic Charges flat monthly fee Historical Water Use(All)
Public Purpose variable monthly fee Metered Power Use
Energy Conservation variable monthly fee I Metered Power Use
Low Income Assistance variable monthly fee Metered Power Use
J C Boyle Dam Removal variablemonthly fee Metered Power Use
Copco Iron Gate Dams Removal variable monthly fee Metered Power Use
Medford City Franchise variable monthly fee Metered Power Use
Metered Use variable monthly fee Metered Power Use
Medford Water Commission Bills
Water Use variable monthly fee Metered Water Use
RBPS Master Meter flat monthly fee Equal Thirds
Medford Utility Fees flat monthly fee Historical Water Use(All)
Other Shared Bills
SOS Alarm @ RBPS flat monthly fee Equal Thirds
FACILITIES MAINTENANCE AND REPAIR COSTS
RBPS Maintenance
Hardware[2] No less than Quarterly Historical Water Use(All)
Labor No less than Quarterly Equal Thirds
TBPS Maintenance
Hardware[2] No less than Quarterly Historical Water Use(Talent/Ashland)
Labor No less than Quarterly Equal Halves(Talent/Ashland)
Pipeline Repairs[2] for each Pipeline Segment
Segment 1(Phoenix/Talent/Ashland) No less than Quarterly Historical Water Use(All)
Segment 2(Phoenix/Talent/Ashland) No less than Quarterly Historical Water Use(All)
Segment 3 (Phoenix/Talent/Ashland) No less than Quarterly Historical Water Use(All)
Segment 4(Talent/Ashland) No less than Quarterly Historical Water Use(Talent/Ashland) •
Segment 5(Talent/Ashland) No less than Quarterly Historical Water Use(Talent/Ashland)
[1]Examples include electrical amd radio programming work completed by contractors and landscape
maintenance work completed by City crews.
(2]Routine and emergency repairs(not replacements/upgrades).May be conducted by City crews or contractors.
)
Exhibit C
TAP PROJECTS COSTS
Exhibit C catalogs cost share among TAP PARTNERS for PROJECTS.The SECRETARY shall
maintain and update this exhibit annually every April.
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Interlocal LEAD TAP Exhibit F
Agreement PARTNER IGA# Phoenix Talent Ashland Total
ARPA IGA Ashland ' P.1 17.71% 40.92% 41.37% 100.00%
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Exhibit D
INTERGOVERNMENTAL AGREEMENT
FOR [name of the Project]
AMONG THE CITIES OF TALENT,ASHLAND,AND PHOENIX
This Intergovernmental Agreement(hereinafter"Agreement") is entered into by and among
the Cities of Talent,Ashland,and Phoenix, Oregon, hereinafter collectively referred to as the
"PARTNERS"and "TALENT", "ASHLAND",and "PHOENIX"when referred to individually.
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RECITALS
A. [First recital] .
B. [Second recital]
C. [Third recital)
D. (add recitals as appropriate]
E. The PARTNERS agree that (name of ProjectJ_ labor costs incurred by_ Lead TAP
PARTNER]'s Project Manager will be split among PARTNERS,at the rate of_($ratej
per hour,according to this cost share basis;City of Phoenix is responsible for /X96],
City of Talent is responsible forW(x%J,_, and City of Ashland is responsible for
_(x%) , as calculated in the attached_["Exhibit#"j and incorporated herein by this
reference.
AGREEMENT
NOW THEREFORE,in consideration of the terms and conditions contained herein,the
PARTNERS hereby agree to the following:
1. RECITALS/PURPOSE.
The above-listed recitals are true and correct and are specifically adopted and
incorporated herein as the purpose of this Agreement.
2. DEFINITIONS.
Page 1 jname of Agreement]
A. "TAP System" means the Talent,Ashland, Phoenix water transmission system,
including transmission/distribution lines, reservoirs (tanks), pump stations, and
assorted appurtenances.
B. "Technical Advisory Committee" or"TAC" means a group comprised of at least one
(1) representative from each of the PARTNERS.The Technical Advisory Committee
function will be to assist in_(activities necessary for the project such as project
design,engineering,bidding, and construction management]_.
C. [add as needed]
3. RESPONSIBILITIES.
A. The PARTNERS:
1. Agree to form a Technical Advisory Committee (hereinafter the"TAC")consisting .•
of at least one(1) member from each of the PARTNERS.The TAC will meet •
regularly to review [as relevant for the project-projects, design progress,
construction progress, and other items as necessary].
2. Agree to provide,in a timely manner,the necessary information and facility
• access required for [execution the project—could be the design, engineering,
bidding and construction of projects,for example].
3. Agree to pay the identified, allocated cost of the project on the basis of
_(describe the basis, could be•by capacity, equal split,or other basis],plus
project labor costs incurred by[the Lead TAP PARTNER]at the rate of_f$x]
per hour.
4. Agree that each PARTNER affirms that they have the legal authority to construct
the public improvements listed in this Agreement without regard to whether
these improvements lie within easements, public rights-of-way,or real estate
owned by the PARTNERS _strike or modify as relevant to the Project;updating
the Master Plan would not need this,for example]
B. [name of LEAD TAP PARTNER]:
1. Agrees to award and administer contracts, pursuant to Oregon's Public
Contracting Code and the_(name of the City] Municipal Code,with,an
__type of consultant,such as engineering consultant] qualified to
_[perform the work,develop the improvements and so forth]to complete the
Project.
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Page 2:_[name of Agreement]
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2. Agrees to pay_(frequency,most likely monthly]invoices to those_[describe
the type of consultant(s)] awarded a contract(s)pursuant to this Agreement
on behalf of the PARTNERS.
3. Agrees to coordinate as necessary with the selected consultant ffordescription
of the Project]_.
4. Agrees to invoice the PARTNERS monthly for any fees associated with the Project
"add any necessary description of payment or total cost]_.
C. (name of 2ND City):
1. Agrees to reimburse the (name of Lead TAP PARTNER] for_Mame of 2nd
City] total share of the costs of the Project within thirty(30) days of invoicing
by_(name of the Lead TAP PARTNER).
2. Agrees to coordinate as necessary with the selected consultant (provide more
description]_. -
3. [add as needed].
D. (name of 3RD City):
1. Agrees to reimburse the_(name of Lead TAP PARTNER] for_name of 3rd
City] total share of the costs of the Project within thirty(30)days of invoicing
by_jname of the Lead TAP PARTNER] .
2. Agrees to coordinate as necessary with the selected consultant__(provide more
• •description].
3. [add as needed].
4. _(name of the] PROJECT, ESTIMATED PROJECT COSTS,AND PROPOSED WORK PLAN.
A. The PARTNERS agree to complete the project(s)identified in this Agreement and
agree that the projects have been selected from the TAP Water System Master Plan
_for other document] are attached hereto as_["Exhibit#"]and fully
incorporated herein by this reference.
B. Cost estimates including_(whatever is included,such as•engineering, construction
costs]
C. [add as needed]
Page 3:_(name of Agreement]
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5. DISPUTE RESOLUTION. fi
If the TAC determines that there is a dispute between any of the PARTNERS,and the
TAC is unable to reach a resolution to such conflict through negotiation within-ten (10)
business days of a party giving notice to the other PARTNERS that a dispute has arisen,
the dispute shall be presented to the executive officers of the PARTNERS (or their
designated representatives)for resolution. In the event the dispute is not resolved using
the above process,a party may proceed to mediation.To begin the mediation process,
the partners will'each submit three (3) names of potential mediators and shall agree
upon a mutually acceptable mediator from the list of names.The costs of mediation
shall be borne equally among the PARTNERS. In the event the dispute is not resolved
using the above mediation process,the dispute shall be subject to binding arbitration.
Arbitration shall be conducted pursuant to the rules of the Arbitration Service of
Portland and shall be conducted in Jackson County, Oregon, unless otherwise agreed by
the PARTNERS.The prevailing party in such action shall be entitled to recover its
reasonable attorney fees,costs,and expenses from the non-prevailing party or parties.
6. LIABILITY, INDEMNITY AND HOLD HARMLESS.
A. INDEMNIFICATION.To the extent allowed by the Oregon Constitution and the
Oregon Tort Claims act,the PARTNERS hereby agree to indemnify,save,hold
harmless,and defend each other from and against any claims, liabilities, or damages,
including attorney fees,arising out of or related to the error,omission or negligence
on the part of the indemnifying party,its officers, agents, or employees in the
performance of this Agreement.
B. STATUS. In providing the services specified in this Agreement (and any associated
services)the PARTNERS are public bodies and maintain their public body status as
specified in ORS 30.260.The PARTNERS understand and acknowledge that each •
retains all immunities and privileges granted to them by the ?regon Tort Claims Act.
and any and all other statutory rights granted as a result of their status as local
public bodies.
7. TERM AND TERMINATION.
The Agreement shall be effective upon the date of execution by all of the PARTNERS
(hereinafter the"Effective Date")and shall continue in full force and effect until
_(date] . If the PARTNERS sign on separate dates,the last date shall be the
Effective Date.Any PARTNER may agree to terminate its participation in this Agreement
at any time by giving not less than fifteen (15)days prior written notice to the other
PARTNERS, provided, however,that once a contract with the selected Consultant or
Construction Contractor has been signed,the terminating PARTNER agrees to pay its full
pro-rata share of the cost of such contract to_[name of Lead TAP PARTNER]_.
Page 4:_(name of Agreement)
8. NOTICE.
Whenever notice is required or permitted to be given under this Agreement,such notice
shall be given in writing to the other parties:by personal delivery; by sending via.a
reputable commercial overnight courier;or by mailing using registered or certified
United States mail, return receipt requested,postage prepaid,to the address(es)set
forth below:
•
If to ASHLAND:
[Name][Position]
City of Ashland Public Works
20 E Main St.
Ashland, Oregon 97520
If to PHOENIX:-
[Name][Position]
City of Phoenix
112W2nd St.
Phoenix, Oregon 97535
If to TALENT:
[Name][Position]
City'of Talent
110 E Main St •
Talent,Oregon 97540
9. INSURANCE.
Each PARTNER shall, at its own expense,obtain and maintain during the term of this
Agreement a policy or policies of liability insurance including commercial general liability
insurance with a combined single limit,or the equivalent,of not less than $2,000,000
(two million dollars)per occurrence for Bodily Injury,Death, and Property Damage.
Notwithstanding the foregoing,each PARTNER may partially or fully meet the
obligations of this section by means of self-insurance.
Page 5:_[name of Agreement] •
10. FORCE MAJEURE.
None of the parties to this Agreement shall hold the other parties responsible for
damages or delay in performance caused by acts of God,strikes, lockouts,accidents,or
other events beyond the control of the other or the other's officers, employees,or
agents.
11.GOVERNING LAW.
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This Agreement shall be governed by the laws of the State of Oregon without regard to
conflict of laws principles. Exclusive venue for litigation of any action arising under this
Agreement shall be in the Circuit Court of the State-of Oregon for Jackson County unless
exclusive jurisdiction is in federal court,in which case exclusive venue shall be in the
federal district court for the district of Oregon.
12.AMENDMENTS.
This Agreement may be amended at any time by the mutual,written agreement of the
PARTNERS.
13. ENTIRE AGREEMENT.
This Agreement contains the complete understanding of the parties with respect to the
subject matter hereof.Any prior agreements,promises, negotiations, or representations
of or between the parties, either oral or written, relating to the subject matter of this
Agreement,which are not expressly set forth in this Agreement,are null and void and of
no further force or effect.
14.WAIVER.
The waiver by any party of a breach or violation of any.provision of this Agreement shall
not operate or be construed as a waiver of any subsequent breach thereof. No delay or
failure to require performance of any provision of this Agreement shall constitute a
waiver of that provision as to that or any other instance.
15.SEVERABILITY. •
If any of the provisions contained in this Agreement are held illegal, invalid, or
unenforceable by a court of competent jurisdiction,the remaining provisions shall
remain in full force and effect
IN WITNESS THEREOF,the parties hereto have caused this Agreement to be signed by their
proper officers on the dates set forth below.
Page 6:_(name of Agreement:
[Name of] DATE
City Manager
City of Ashland
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[Name of] DATE
City Manager
City of Phoenix
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[Name of] DATE
City Manager
City of Talent
Page 7: (name of Agreement]
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Exhibit E
TAP REHABILITATION Reserve Funds
The SECRETARY shall maintain a list of TAP Assets as shown in Table E.1.Each year in April,the
table shall be updated per the following steps:
1. Assets retired shall be removed from the list and assets added shall be added to the list.
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2. The replacement cost of assets(column.4 of Table E.1) will be updated using the
Engineering News Record Construction Cost Index(ENR CCI) March to March.change for
the prior twelve months.
Annual depreciation (column 9 of Table E.1.)shall be allocated among the TAP PARTNERS
according to CURRENT CAPACITY SHARE as detailed in the TAP Master Plan,or as mutually
agreed to by the TAP PARTNERS.CURRENT CAPACITY SHARE,detailed in Table E.2,shall be
updated April of each year by the SECRETARY.
. TAP PARTNERS shall each establish a TAP REHABILITATION Reserve Fund into which each TAP
PARTNER shall deposit an amount at least equal to the minimum collection shown in Table E.2
the following fiscal year.The SECRETARY shall update the minimum collection amounts each
year upon mutual agreement of the TAP PARTNERS. •
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Table E.1
. TAP Water System Joint Assets
1 2 3 . 4 5 _ 6 7 8 9
Estimated Replacement Cost Useful Year Years Remaining. Annual
Original Facilities Data Source - 'Current Life Installed Depreciated Life Depreciation
Pipelines Segments 2018$'s 2023$'s years
1 Hwy 99(MWC connection Garfield St.to RBPS $2,973,750 $3,575,488 80 2001 22 58 $44,694
2 Hwy 99(RBPS to Talent Meter) $5,928,000 $7,127,530 80 2001 22 58 $89,094
3 Hwy 99(Talent Meter to Suncrest Rd) $5,155,313 $6,198,489 80 2001 +22 58 $77,481
4 Suncrest Rd(Hwy 99 to TRPS) $710,938 $854,796 80 2001 22 58 $10,685 .
5 Hwy 99(Rapp Rd to Creel Rd) r $1,584,375 $1,904,973 80 2013 10 70 $23,812
Total Pipelines $16,352,375 $19,661,276 $245,766
Regional Booster Pump Station 2017$s 2023$'s _
110 Pump $60,000 $77,000 40 2005 18 22 $1,925
120 Pump $60,000 $77,000 40 2005 18 22 $1,925
130 Pump $80,000 I$103,000 40 2005 18 22 , $2,575
140 Pump $80,000 $103,000 40 2005 18 22 $2,575
MOV 110 $7,500 $10,000 40 2005 18 22 $250
Check Valve 110 $4,000 $5,000 40 2005 18 22 $125
MOV 120 $7,500 $10,000 40 2005 18 22 i $250
Check Valve 120 $4,000 $5,000 40 2005 18 22 $125
MOV 130 $7,500 $10,000 40 2005 18 22 $250
Check Valve 130 $4,000 $5,000 40 2005 18 22 $325
MOV 140 $7,500 $10,000 40 2005 18 22 $250
Check Valve 140 $4,000 $5,000 40 2005 18 22 $125
VFD 1 $20,000 $26,000 20 2005 18 2 $1,300
• VFD 2 $20,000 $26,000 20 2005 18 c 2 $1,300
Electrical Equipment $40,000 $51,000 30 2005 18 •12 $1,700
Telemetry and SCADA $25,000 $32,000 20 2005 18 2 $1,600
Building I $300,000 $385,000 . 100 2005 18 82 $3,850
Generator $32,000 $41,000 20 2005 18 2 $2,050
Total Regional Booster Pump Station $763,000 $981,000 " $22,300
Talent Booster Pump Station 2017$s 2023$'s
Pump 1 $40,000 $51,000 10 2005 18 0 $5,100
Pump 2 $40,000 $51,000 10 2005 18 .0 $5,100
Replacement Pump 1(100 to 125 hp) $86,000 $110,000 40 2015 8 32 $2,750
Replacement Pump 2(100 to 125 hp) $86,000 • $110,000 40 2015 8 32 $2,750
Pump 1.Piping and Valves $4,000 $5,000 30 2005 18 12 $167
Pump 2 Piping and Valves $4,000 $5,000 30 - 2005 18 12 $167
VFD 1 $20,000 $26,000 20 2005 18 2 $1,300
l VFD 2 $20,000 $26,000 20 2005 18 2 $1,300 •
Electrical Equipment $40,000 $51,000 30 2005 18 12 $1,700
Telemetry and SCADA $15,000 $19,000 20 2005 , 18 2 $950 .
Building[1] $0 , $0 100 • 2005 18 82 $0
Generator $32,000 $41,000 20 2005 18 2 $2,050
Total Talent Booster Pump Station $387,000 $495,000 $23,333 ••
Total Replacement Cost Estimate $21,137,276 $291,399
(1)Considered a sunk cost.The building was already owned by the City of Talent.
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Table E.2
TAP Water System Assets Allocation of Annual Depreciation and .
Minimum Collection by each TAP PARTNER
Column 9
Cost Component Table E.1 Phoenix Talent Ashland
Pipeline Segment Use by City Cost Allocation by Capacity Share
Segment 1 21.78% 58.83% 19.39%
Segment 2 2178% 58.83% 19.39%
Segment 3 0.00% 57.31% 42.69%
Segment 4 0.00% 57.31% 42.69%
Segment 5. 0.00% 41.48% 58.52%
Pipelines Annual Depreciation Allocation
Segment 1 $44,694 $9,734 $26,293 $8,666
Segment 2 $89,094 $19,405 $52,414 $17,275
Segment 3 $77,481 $0 $44,408 $33,073
Segment 4 $10,685 $0 $6,124 $4,561
Segment 5 $23,812 $0 $9,878 $13,94 •
Subtotal Pipelines Cost Allocation $245,766 $29,139 $139,117 $77,509
Booster Pump Stations Cost Allocation by Capacity Share
21.78% 58.83% 19.39%
Regional BPS $22,300 $4,857 $13,119 $4,324
68.70% 31.30%
Talent BPS $23,333 $0 $16,031 $7,303
Total FY24 Asset Depreciation $291,399 $33,996 $168,267 $89,136
Minimum Collection FY 2024 20% $58,280 $6,799 $33,653 $17,827
Source:TAP Master Plan and TAP PARTNERS,January 2023 with April 2023 update.
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Exhibit F
TAP Interlocal Agreements
The SECRETARY shall maintain and update this exhibit annually every April.
Administrative Agreements
" • Executed
IGA# Title Purpose Date Terminated
Ai. Intergovernmental Role of RVCOG July 1,2016 .
Agreement
Projects Agreements
Lead
TAP Executed
IGA# Title Purpose Partner_ Date Terminated
P.1 Intergovernmental ARPA Funding Ashland February 28,
Agreement for the Projects 2022
American Rescue Plan Identification
Act TAP Water System and Cost Share •
improvements among
the Cities of Talent,
Ashland, and Phoenix