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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