HomeMy WebLinkAbout2007-102 IGA - TAP Project
City of Taf2nt
204 East Main Street, Post Office Box 445, Talent, Oregon 97540
Telephone: (541) 535-1566 Fax: (541) 535-7423 E-mail: talent@cityoftalent.org
May 25, 2007
~ ~ M~/: ~ ~~o~~ W
Dale Shaddox
City Manager
City of Phoenix
PO Box 330
Phoenix, Oregon 97535
By
Martha Bennett
City Administrator
City of Ashland
20 E. Main
Ashland, Oregon 97520
RE: Intergovernmental Agreement of the TAP Project
Dear Dale & Martha:
Enclosed is a copy of the finally executed TAP Agreement that transfer the
responsibility for financial management to the City of Talent. This will be effective on
July 1,2007. I've made arrangements with the Medford Water Commission, Pacific
Power and CCIS to transfer their billing to Talent as of that date.
There will be a final audit as arranged by the RVCOG.
There is one thing left open and that I believe can be resolved by the T AC regarding the
generator and referred to on page 7 Section 9. I will pursue that with Paula and Jim or
Bob to get this resolved.
Thank you for your help in getting this completed.
Sincerely,
Cc: Joe Strahl, Talent Public Works Director
Lester Naught, Talent Public Works Superintendent
Paula Brown, Ashland Public Works Director
Phoenix Public Works Director
Enclosure
"Equal Opportunity Provider"
Addendum to Intergovernmental Agreement
Between
The Cities of
Talent, Ashland and Phoenix
Municipal Corporations within the State of Oregon
For
TAP Project
(Water Intertie Pipeline and Water System Improvements)
This Agreement is made by and between the cities of Talent, Ashland, and
Phoenix, Oregon (the "Cities"). This Agreement modifies the Intergovernmental
Agreement (IGA) previously entered into by the Cities on October 27,2000 (attached as
part of this agreement) for construction of the TAP Project (Water Intertie Pipeline and
Water System Improvements), and supersedes all addenda thereto.
Recitals
A. ORS 190.010 authorizes units of local government, including cities, to
enter into written agreements with other units of local government for the performance
of any or all of the functions and activities that parties to the agreement themselves
have the authority to perform.
B. The Cities entered into an intergovernmental agreement dated October
27, 2000 (the "Original IGA") for construction of a supplemental water supply
conveyance system to transport and store potable water from the Medford Water
Commission to their respective distribution systems. The system includes a regional
booster pump system (the "Regional Pump Station") and a water transmission pipeline
(the "TAP Intertie Transmission Line") running beneath Highway 99 south from the
booster pump to Talent. Each of the Cities owns an undivided property interest in the
TAP Intertie Transmission Line and Regional Pump Station. The system is commonly
referred to as the "TAP" system (the "TAP System").
C. Construction of the TAP System as contemplated in the Original IGA has
been completed.
D. Section I.G of the Original IGA created a "TAP Committee" for ongoing
planning, review, oversight, and maintenance of the TAP system. The TAP committee
consists of appointees of the Cities as described in the Bylaws referred to below. The
appointees represent the specific interests of the Cities as described in Section 1 below.
Page 1 - Agreement
E. The duties of the TAP Committee are described in the Original IGA,
addenda to the IGA, and in the Bylaws referred to below. This Agreement consolidates
all of these duties into one document.
F. The Cities originally contracted with the Rogue Valley Council of
Governments ("RVCOG") to perform most of the TAP duties, including coordination of
TAP Committee meetings, monitoring of the TAP System, and provision of
administrative duties. The Cities now wish to assume the RVCOG responsibilities
themselves pursuant to the terms and conditions of this Agreement. The Cities also
wish to allocate and clarify these responsibilities.
G. Within the authority granted to the TAP Committee by the Cities, the Cities
intend the TAP Committee to monitor TAP System implementation, status,
performance, and expenses in order to help ensure that the project meets its intended
purpose in the most efficient and effective manner. .
H. These Recitals are part of the Agreement
NOW THEREFORE, the Cities of Talent, Ashland, and Phoenix agree as follows:
Agreement
Section 1. Responsibilities of the TAP Committee
1.1 General. The TAP Committee hereby assumes the responsibilities of
"Manager Coordinator" set forth in the attached Exhibit A, which is incorporated by
reference as a part of this agreement, and as otherwise necessary or appropriate for the
overall management, operation, maintenance, repair and replacement of the TAP
System. The TAP Committee as a whole will administer these responsibilities unless
specifically delegated to and accepted by one of the Cities or contracted to others
pursuant to this Agreement.
1.2 Authority to Contract with RVCOG or Others. The TAP Committee
may contract with RVCOG or others at its reasonable discretion to perform all or any
portion of the duties described in Section 1.1 above.
1.3 Authority of Members to Act on Behalf of Cities. Actions of the
members of the TAP Committee must reflect the policies and directives of the Cities
they represent. Nothing herein is intended to broaden the authority of the TAP
Committee over what was contemplated in the OriginallGA.
Section 2. Membership, Voting Privileges And Meetings
2.1 Membership. The TAP Committee will be composed of one (1)
representative appointed by each City. Each representative will serve until replaced by
Page 2 - Agreement
his or her City. Each City shall appoint an alternate to serve in the absence of the
representative.
2.2 Voting Privileges. Each member will have one (1) vote. No proxy votes
shall be allowed.
2.3. Approval. Any matter may be approved only by the vote of a majority of
the members.
2.4 Meetings.
2.4.1 Quorum. A quorum shall consist of a majority of the members.
2.4.2 Frequency. Meetings shall be held at least once every four (4)
months (April, August and December) on the second Tuesday of
the month at 1 :30 p.m. Notice of each regularly scheduled meeting
shall be provided at least one week in advance by the Secretary
(2.5). Said notice shall be provided to both the member and the
alternate of each of the three cities. Meetings shall also be held at
any time for any reason upon the request of anyone (1) member
upon two (2) day's oral or written notice.
2.4.3 Time And Place. The time and place of meeting shall be
scheduled and determined by the Secretary in consultation with the
TAP Committee members.
2.4.4 Special Meetings. Special meetings may be held at the request of
anyone (1) TAP Committee member.
2.4.5 Emergency Polls in Lieu of Meetings. Emergency poll votes
may be conducted in lieu of meetings if necessary or otherwise
advisable. Each member shall have two (2) days to respond to the
poll. Non-responding member/alternate shall be contacted by the
Secretary as referenced in section 2.5 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 face-to-face meeting.
2.5 Secretary. The members shall appoint a Secretary at the first meeting of
each calendar year.
2.6 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.
Page 3 - Agreement
2.7 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 3. Contract Performance And Review
Each TAP Committee member will maintain its own copy of all contracts
connected with the construction, ownership, operation, coordination, oversight,
maintenance, repair and other components of the TAP System. A list of contracts
current as of the date of this Agreement is included under Section 9.
The TAP Committee will monitor the implementation, status and performance of
all agreements concerning the TAP System and shall recommend clarifications or
changes to these agreements to the Cities as the need arises. As needed, the TAP
Committee may prepare reports to the Cities concerning contract status, policies,
priorities, and funding.
The TAP Committee will monitor the specific obligations of the Cities set forth in
Sections II, III and IV of the Original IGA to the extent that these obligations create
current or future commitments or otherwise have a material effect on any aspect of the
TAP System.
The TAP Committee will evaluate proposed material changes to the TAP System
and make recommendations to the Cities as appropriate.
Section 4. Meetings with the Medford Water Commission And Other Agencies
The Cities entered into an Agreement with the Medford Water Commission for
maintenance of the Regional Pump Station on October 18, 2000. This Agreement was
subsequently amended in March 2002 to include provisions for allowing the cities to be
responsible for routine maintenance of the Pump Station. Talent and Phoenix have
each also entered into an independent agreement with the Medford Water Commission
for the treatment and delivery of potable water. The TAP Committee will meet with the
Medford Water Commission periodically and as otherwise needed to coordinate
ongoing and future water demands, water quality concerns, and operational
considerations.
Section 5. Duties Delegated to the City of Talent
5.1 Processing And Payment of Bills. The City of Talent shall assume the
following responsibilities with respect to the TAP System:
A. Receipt of Bills. The City of Talent will receive and process all
bills and other charges connected with the TAP System. Talent will
promptly record all such bills and charges, and will apportion each
Page 4 - Agreement
City's responsibility for payment pursuant to the Original IGA and
other applicable agreements.
B. Confirmation of Accuracy of Bills. Talent will make every
reasonable effort to confirm the accuracy of all bills and charges
received. However, each City shall share responsibility for
attempting to ensure that source billing information such as meter
reads are timely and accurate.
C. Payment of Bills And Notification to Each City of Its Share.
Talent will promptly pay all bills and charges received no later than
the dates they are due. Talent shall notify each City of its
contractual share of each bill received and paid by Talent.
Notification shall include a copy of the applicable bill or charge.
D. Customary Bills. The Customary Bills, while not exhaustive,
shared by all three cities will include the annual insurance premiums,
annual audit fee and the monthly City of Medford Utility Fees
assessed on the Regional Pump Station. Bills shared by just
the cities of Phoenix and Talent will include the monthly water bills
from the Medford Water Commission and the monthly electrical bills
from Pacific Power
1) Billing for the City of Ashland will be once a year for its
Proportionate share (19.39%) of the insurance premiums, Medford
Utility Fee for 12-month period, and the audit.
2) Billing for the City of Phoenix will be monthly for its proportionate
share of the water (based on consumption), power (based on
consumption), and Medford Utility Fees (21.78%). Annual
bills for the Insurance Premiums and the annual audit are also based
on the proportionate share of 21.78%.
3)The City of Talent will be responsible for the payment of the
remaining 58.83%
E. Reimbursement by Cities. Each City shall promptly reimburse
Talent for its share of the bills paid by Talent pursuant to this
Agreement. Payment shall be made no later than twenty (20) days
atter the date of mailing of the notice described in subpart B above.
F. Reminder Notices. Talent shall send a reminder notice to any City
that has failed to pay a billed charge thirty (30) days atter the date of
mailing.
Page 5 - Agreement
______-L_ I
5.2 Accounting. The City of Talent shall keep accurate books and records of
all bills and other charges received and paid in connection with the TAP System, and of
all payments received by Cities in reimbursement of these bills and charges. Talent will
establish a separate reserve fund for the receipt of funds and payment of bills under this
Section 5. Records shall be provided at each regularly scheduled TAP meeting or upon
request.
5.3 Audit. The City of Talent will coordinate an annual audit of TAP System
books and procedures. Talent will provide TAP Committee members copies of all audit
reports and written materials provided by the auditors, and will immediately notify TAP
Committee members in the event that auditors identify material irregularities or
recommend substantive changes to accounts, payments, receipts, accounting, record
keeping or any other matter connected with the auditor's services. Audit fees directly
related to the audit of this "reserve fund" shall be shared by the three cities based on
their proportionate shares.
5.4 Notification to TAP Committee Members. The City of Talent will notify
TAP Committee members of important events or findings connected with or discovered
as a result of the City's services under this Section 5.
5.5 Fees for Services. The City of Talent and the City of Phoenix mutually
agree that rather than exchange fees for services to compensate for the services
provided by each of the cities as referenced in Section 5.1 and Section 6 of this
agreement, that the value of said services will be $1001 month. Neither party will bill the
other for these services.
5.6Term of Services. Talent shall continue to provide the services described
in this Section 5 until Talent or one (1) or more of the other TAP Committee Members
desires otherwise.
Section 6. Duties Delegated to the City of Phoenix
The City of Phoenix will perform general landscaping services at the Regional
Pump station until such time as it, or any other TAP Committee member, desires
otherwise.
Section 7. City of Ashland
At such time as the City of Ashland notifies the Cities of Phoenix and Talent that
they intend to connect to the TAP Intertie Transmission Line and begin to draw water
from the TAP system, the TAP Committee will meet to identify the coordination steps
necessary for this to take place. The purpose of this coordination is to ensure
appropriate preparation and evaluation is completed to meet the intent of all previous
agreements as well as any new requirements current operating system( s ). TAP
Page 6 - Agreement
Committee coordination will help identify the responsibilities of all of the parties and help
ensure a smooth transition when the City of Ashland executes its right to tie into the
TAP system.
Section 8. TAP Committee Status
The TAP Committee is not an intergovernmental entity pursuant to ORS
294.316(14) or other distinct legal entity, but is instead a purely advisory board whose
members strictly represent the interests of the Cities. As such, the Cities 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 members do not have
the discretion to make independent policy decisions but instead carry out policy
established by each City regarding the delivery of water to each city 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 Cities.
Section 9. Documents that will continue to remain In Force:
1) Intergovernmental Cooperation Agreement-Medford Water Intertie Project,
signed by Talent, Ashland, and Phoenix signed October 18, 1995.
2) Intergovernmental Cooperation Agreement-Medford Water Intertie Project,
signed by Talent, Ashland, and Phoenix signed October 27, 2000 and
Amendment No. 1 signed March 20,25,27, 2002 and Amendment No. 2
generator signed--------------_______.
3) Pump Station Maintenance Agreement between the cities of Phoenix, Talent
and Ashland and the Medford Water Commission - dated October 18, 2000
and amended on May 7,2002.
4) Agreement and Contract for Mutually Granted Easements at Medford Sports
and Community Park.
5) Intergovernmental agreement between the City of Talent and the City of
Talent for the Provision of Emergency Water Services dated April 19, 2006
Section 10. Documents Superseded by this Agreement:
1) RVCOG Intergovernmental Agreements and amendments
a) Talent, Ashland and Phoenix effective January 15, 1996
b) Talent, Ashland and Phoenix effective July 1, 1997
c) Talent and Phoenix, signed April 7 and 8,1998
d) Ashland, June 8, 1999 through June 30, 2000
e) Ashland, July 1,2000 through December 30,2001
Page 7 - Agreement
f) Talent, Ashland and Phoenix, July 1, 2000 thru December 31, 2001
and amendments No. 1-5 dated respectively April 30, 2002, June 30,
2002, July 31,2002, September 30,2002 and November 30,2002.
2) RVCOG Intergovernmental Agreements and amendments regarding the
Managing Coordinator, Amendment 1 to city's IGA effective March 27, 2002
through June 30, 2002. Amendments No. 1-5 dated respectively through
June 30, 2003, June 30, 2004, June 30, 2005, June 30, 2006 and June 30,
2007.
3) TAP Bylaws dated March 1999 and as amended June, 2000, January 2001,
January 2002, February 2003, August 2004, and June 2005.
This Agreement modifies the following documents:
. . .
City of Talent
By
Date
City of Ashland
Datec5j;;t~r--
By
Date
Page 8 - Agreement
f) Talent, Ashland and Phoenix, July 1, 2000 thru December 31, 2001
and amendments No. 1-5 dated respectively April 30, 2002, June 30,
2002, July 31, 2002, September 30, 2002 and November 30, 2002.
2) RVCOG Intergovernmental Agreements and amendments regarding the
Managing Coordinator, Amendment 1 to city's IGA effective March 27, 2002
through June 30, 2002. Amendments No. 1-5 dated respectively through
June 30, 2003, June 30, 2004, June 30, 2005, June 30, 2006 and June 30,
2007.
3) TAP Bylaws dated March 1999 and as amended June, 2000, January 2001,
January 2002, February 2003, August 2004, and June 2005.
This Agreement modifies the following documents:
. . .
City of Talent
By
~&JkA
Date 3';:5~
City of Ashland
By
Date
City of Phoenix
By ~~~
Date ~~7
Page 8 - Agreement