Tualatin Valley Water District & Sherwood - Willamette River Water Coalition Creation FIRST RESTATED INTERGOVERNMENTAL COOPERATIVE AGREEMENT
CREATING THE WILLAMETTE RIVER WATER COALITION
THIS FIRST RESTATED INTERGOVERNMENTAL COOPERATIVE AGREEMENT is
entered into by and between the following Members: Tualatin Valley Water District, a Domestic
Water Supply District formed under Chapter 264 ("TV WD"), the City of Sherwood, a municipal
corporation ("SHERWOOD"), the City of Tigard, a municipal corporation ("TIGARD") and the
City of Tualatin, a municipal corporation("TUALATIN").
RECITALS:
A. WHEREAS, the Members hereto have the authority to enter into this Agreement
pursuant to their respective principal acts, charters, and ORS 190.003 eLseq.; and
B. WHEREAS, some Members may desire to develop and use the Willamette River
prior to broader application of that water throughout the metropolitan region and that the Members
hereto presently or in the near future will have water supply needs that could be met by the
Willamette River and it may be the most economic, efficient, and available source; and
C. WHEREAS, these Members created the Willamette River Water Coalition
("WRWC") under ORS Chapter 190 to study their local water demands and jointly evaluate water
quality and the use of existing permitted rights and future rights and areas of usage; and being fully
advised,
NOW,THEREFORE,the Members hereto agree as follows:
SECTION 1. WILT AMF.TTE RIVER WATER C OALTTIC)N
1.1 WRWC. There is hereby continued the Willamette River Water Coalition
("WRWC"). The Members of WRWC shall number four (4). The governing body of each
Member shall appoint one (1) Board Representative. Each Board Representative shall have one
vote. Board Representatives of WRWC shall serve at the pleasure of their respective appointing
bodies. The addition of new Members shall require the consent of a two-thirds majority of existing
Members.
1.2 General Powers and Duti s. WRWC shall have the following powers:
1.2.1 To adopt such bylaws, rules, regulations, and policies as it deems necessary
in furtherance of the purposes of this Agreement;
1.2.2 To study the best method to develop water sources on the Willamette River.
Scope of work for specific tasks or projects/project governance and
monetary responsibilities shall be negotiated on a case by case basis which
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may be by addendum to this Agreement;
1.2.3 To perform and exercise pursuant to the Charter or principal Acts of the
Members or by Section 190.003 through 190.250 of the Oregon Revised
Statutes, all powers pursuant to applicable charter, ordinance, or state or
federal law which are necessary to efficiently and effectively develop water
sources.;
1.2.4 To receive and hold existing water rights and to develop water rights on the
Willamette River, and all actions necessary to preserve and protect them, to
take all action necessary to design, permit, construct and operate, maintain
and replace water intakes, treatment, storage, transmission and distribution
facilities, equipment, and rolling stock as agreed ("the System");
1.2.5 To issue, sell or otherwise dispose of bonds, securities, or other forms of
indebtedness, including the power to issue revenue bonds under ORS
288.805 to 288.945;
1.2.6 To sell water, adopt system development charges and engage in rate making
pursuant to state and federal law as authorized by the Members;
1.2.7 To purchase, own, hold, appropriate, and condemn land, facilities, rights of
way either in its own name or in the name of the individual Members hereto
to develop Willamette River rights.
1.2.8 To provide support to other entities involved in efforts to improve the health
of the Willamette watershed.
1.3 Duration. Subject to Section 3 of this Agreement dealing with termination or
withdrawal,the duration of this Agreement shall be perpetual.
1.4 Meetings; Manner of Acting. Meetings of WRWC shall be conducted in
accordance with the provisions of the Oregon Public Meeting Law, Oregon Revised Statues Section
192.610 et seq. The majority of the Board Representatives shall constitute a quorum for the
transaction of business and if only a quorum is present, a majority of those present shall be
necessary to decide any issue except financial matters or new membership. Any decision of
WRWC seeking financing or other financial obligation, or other forms of indebtedness, shall
require an affirmative vote of the governing body of each Member that will financially participate
in any project. A WRWC Board Representative may bind his/her entity without governing body
approval if the amount in question is within his/her delegated contracting authority.
1.5 Officers. Annually, at the beginning of each fiscal year, the Board Representatives
shall elect a Chair and Vice-Chair who shall be officers of WRWC who shall serve a term of one
(1) year. The WRWC Board shall also appoint a Secretary who need not be a Board Representative
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of WRWC who shall be responsible for WRWC's records and shall keep a record of all WRWC
proceedings. Officers shall serve at the pleasure of WRWC or until their successors shall be
appointed and take office.
1.6 Rndg .ting, Accounting, Audit-. WRWC shall annually prepare a work plan and an
estimate for the next fiscal year and distribute it to the Members by February 1 of each year. This
work plan shall be referred to as general administrative. It is anticipated that each Member shall
budget its own staff and funds for costs or provision of in-kind services as necessary.
Each Member's apportioned share of the general administration expenses shall be
determined by the following formula: one half of the total administrative costs for the fiscal year
shall be divided evenly among the WRWC membership, the second half of the total administrative
costs for the fiscal year will be divided among the WRWC membership according to their
percentage share of the total number of water meters served by the Members of the WRWC as of
December 31 of the preceding fiscal year. WRWC shall maintain financial reports showing its
expenditures and receipts by category item for each transaction through the last working day of the
preceding calendar month. If necessary, WRWC shall cause an independent audit to be performed
and completed by a certified public accountant in accordance with ORS 297.405 et seq., within six
(6)months following the end of each fiscal year.
For subsequent projects, for improvements and facilities, each Member's apportioned share
of the expenses shall be estimated and set forth in addenda to this agreement detailing the scope of
work to be performed, participants and ownership, and the amounts so estimated shall be budgeted
and appropriated by the participants in accordance with local budget law.
SECTION 2. STTREACE WATER RIGHTS & FAC'TT TTTF4.
2.1 Delegation of Pow .rc. The functions of source management and water treatment
may be performed by WRWC, pursuant to subsequent agreements authorized by the Members.
Transmission and storage shall be performed by the Members using those facilities. It is the
primary intent and purpose of this Agreement to allow the individual Members to develop
information, participate in the study and negotiate relevant agreements regarding implementation of
recommendations to design, construct, finance, own and operate facilities within their respective
boundaries. WRWC may contract with any Member or other person or entity regarding
performance of services. WRWC and each individual Member shall define the scope of individual
Member contributions or individual efforts.
2.2 Water Right. The permitted surface water right to the Willamette River is held by
WRWC (130 mgd) as WRD Permit No. 49240, (hereafter "Existing Right"). WRWC shall
exclusively own and manage the resources subject to this Agreement.
2.3 Allocation of Water and Diversion Point. WRWC and its Members shall each have
a duty of good faith and fair dealing with each other and commitment to reasonably allocate the
Willamette River water and manage the System according to an individual Member's needs,
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considering that Member's:
2.3.1 Capital contribution determined as land is acquired, facilities are constructed
or cash is contributed;
2.3.2 Demand forecast for a rolling 20-year time period;
2.3.3 Other factors as agreed by separate addenda or written agreements.
2.4 Administration of Water Rights. WRWC shall have the full authority to modify,
combine or abandon rights and permits and seek new sources through new permits or contracting
for stored water for municipal and industrial needs as the Members approve.
SECTION 3. CAPITAL CONTRTRT JTIONS.
3.1 Assets. Without limitation, the Existing Right shall be employed in the System.
Future agreements or addenda will identify other assets and how they are to be accounted for under
this Agreement.
3.2 Effect of Membership. Each Member's annual contribution towards General
Administration shall entitle it to Member status and each Member shall own an undivided interest
in the System as reflected, which shall be adjusted by capital contributions over time as set forth in
addenda or by separate written agreement. If membership status is maintained, then each Member
will have the right to equity participation in the construction of new or expanded facilities as they
are proposed, have an option to purchase an interest in new or expanded facilities at future times,
and/or to be a wholesale customer.
SECTION 4. OPERATION AND MATNTFNANC'F,
4.1 Generally. At such time that facilities are constructed, unless otherwise agreed in
writing by the Members financially participating in the facility, the System shall be operated and
maintained by WRWC. WRWC may contract with Members or others to provide daily
management of all or a portion of the System. Operation and maintenance will be determined at
that time by the Members who are equity participants through subsequent agreement or addendum.
SECTION 5. CONSTRT TCTION OF FACTT TTTF4.
5.1 Proposal to Constnrct. If any Member should desire to construct, expand or modify
the System as now or hereafter configured, including the siting of a plant at one of the designated
diversion points of 2.3 or at another location on the Willamette River, it shall notify WRWC and
the other Members in writing of the proposed construction, expansion or modification needs
("Project"). WRWC shall have 90 days in which to determine whether to participate in the
proposed Project. The notification shall include cost estimates and a reasonably detailed
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description of the proposed Project. The Members, within 90 days, shall notify the WRWC of their
acceptance or rejection of participation and cost shares shall be allocated. If notice of acceptance is
not received within 90 days, the proposed Project shall be deemed rejected by the Members failing
to respond.
Once the participation in a Project is fixed, then a nonparticipating Member shall have no
further opportunity to participate unless the Participating Member(s) consent and upon such terms
as they determine in their sole discretion. If there is a material change in the nature or scope of the
Project, the Participating Member(s) shall notify the other nonparticipating Members specifying the
changes. Within 30 days of notice, the nonparticipating Members may give notice of intent to
participate or they may decline. They may also object if the changes to the original Project impair
the ability of the System to serve the other Members or significantly increase the cost of usage as
described in Section 5.2. Objections shall be referred to dispute resolution.
5.2 Individual Rides. Facilities constructed shall be in the name of WRWC but
decision making shall be by the participating Members as set forth in a project agreement. If
WRWC elects not to construct, expand or modify as proposed by an individual Member or
Members, then by separate written agreement or addenda any Member or Members may proceed
with the proposed Project if the Members of WRWC likely to be served by that diversion point or
facility approve the technical aspects of the proposal to ensure the Project will not be inconsistent
with future compatibility with individual Members' systems. If the proposal is found inconsistent
or incompatible, the Member(s) may use its own water rights held outside this agreement. Under
all circumstances, no such Project shall impair the ability of the System to serve the other Members
or significantly increase the cost of usage to the other Members unless the Member(s) undertaking
the project agrees to pay the increased unit costs to WRWC or the Members which have declined to
participate in the expansion. If the Members likely to be served by the diversion point or facility do
not approve use of the Existing Right,then the individual Member may use other water outside this
agreement or use the termination provision of Section 7. The Members agree that absent
termination, only WRWC may apply for water rights to the Willamette River.
The Members recognize that SHERWOOD has acquired a five (5mgd) interest in the
Wilsonville Water Treatment Facility and has a current project to construct transmission facilities to
deliver 20 mgd to its service territory. This current Project requires no further process or approval
under this Agreement, notwithstanding Section 5.1 and this section.
5.3 TI TART). In consideration of and upon the abandonment of TIGARD's 1995
permit application to appropriate 40 cfs, the Members of WRWC hereby allocate 40 cfs of the
Existing Right to TIGARD.
5.4 S14F,R WOOD. Five (5) mgd (7.75 cfs) of the Existing Right has been allocated for
use by SHERWOOD based upon its current capacity ownership in the Wilsonville Water
Treatment Facility. SHERWOOD plans to obtain up to 20 mgd from the Willamette River through
the Wilsonville Water Treatment Facility based upon its demand forecast and is building
transmission capacity to deliver 20 mgd. The Members agree that SHERWOOD's allocation of the
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Existing Right shall be increased to 31 cfs to equal 20 mgd.
5.5 Reg flay tory Matters. All Members served by a facility shall share proportionately in
the cost if expansion or modification is necessary to meet regulatory requirements, unless
subsequent agreement or addenda provides otherwise.
SECTION 6. SAIF.OF WATER TO OTHER ENTITIES.
6.1 WRWC. The Members agree that the Willamette River water rights now existing or
hereafter acquired are for regional application. The Members agree to work in good faith to
accommodate other users on an ownership, wholesale, mutual aid or emergency basis. Subject to
paragraph 6.2, WRWC or its Members shall have the power to sell water to other non-member
entities at prices determined from time to time by WRWC.
6.2 Pro . . .cls of Sales. The proceeds attributable to the sale of water to a non-Member
entity shall be paid to WRWC. Any distribution of these proceeds shall be as the Members agree
after expenses and costs of debt service,construction,operation and maintenance are met.
6.3 Transmission Line Charge . Sales to any non-Member entity which may require
transmission through lines may be subject to a transmission line charge to be established by the
affected Member. Charges for use of transmission lines shall be collected by WRWC from the user
and paid to the Member who owns the transmission line.
6.4 Other Charges. Other charges may be established by WRWC as necessary and
agreed by the Members.
SECTION 7. TERMINATION.
7.1 Notice of Flection. Any Member may elect to terminate this Agreement and
withdraw from WRWC by giving written notice of its desire to WRWC and other Members on or
before April 1. Notwithstanding the date of notice, withdrawal shall be effective on July 1
immediately following the notice. Upon the effective date of withdrawal, unless otherwise agreed
by the withdrawing Member and WRWC, that Member shall immediately cease membership in
WRWC. The withdrawing Member shall continue to pay its share of, or be responsible for, any
previously incurred joint debt, and shall hold harmless the remaining Members for those financial
responsibilities and obligations attributable to the withdrawing Member.
7.1.1 If WRWC, after receiving the notice of termination, desires to purchase the
terminating interest in the System, it shall notify the terminating Member in
writing of its desire to purchase the terminating Member's interest at lesser
of market value or depreciated book value. Such notice shall be given
within 60 days of receipt of the notice of termination.
7.1.2 If WRWC declines, then the one or more remaining Members may give
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notice within 60 days after notice of WRWC's decline of that Member's
intent to purchase as provided herein. Unless otherwise agreed in writing,
the purchase shall be purchased equally among the buying Members and
their capital accounts shall be adjusted accordingly.
7.1.3 The price to be paid, whether determined by mutual agreement or
arbitration, shall be paid to the terminating Member in full within 12 months
following the date of termination set forth in the notice of intent to
terminate. If the other Member fails to pay the purchase price within 12
months of the date of termination and if the Members are unable to agree
upon a mutually acceptable payment schedule, then the terminating Member
shall have the right to sell its portion of the facility to any other non-Member
entity approved by a majority of the governing boards or councils from the
remaining Members.
7.1.4 In the event that the WRWC or the remaining Members fail to purchase the
interest of the terminating Member within the 12-month period, or in the
event the WRWC or the remaining Member(s) decline to purchase its
interest, then the terminating Member's rights and duties shall be those
specified in this Agreement until a sale is made to some other entity or some
other mutually agreeable disposition is made and the original non-Member
shall remain responsible for all terms and conditions of this Agreement.
7.1.5 Notwithstanding anything to the contrary, because TVWD contributed the
Existing Right, no withdrawing Member shall be compensated for the value
of the Existing Right except TVWD. If TVWD decides to withdraw from
WRWC, it may:
a) leave the entire Existing Right with WRWC and WRWC shall
purchase the right as appraised along with the entities' other assets.
However, 40 cfs shall not be valued as part of this appraisal and
purchased because it is allocated to TIGARD in consideration of and
upon TIGARD'S relinquishment of its 1995 permit application, and
31 cfs (20mgd) of SHERWOOD's allocated ownership of capacity
at the Wilsonville Water Treatment Facility shall not be valued as
part of this appraisal and purchased because it is allocated to
SHERWOOD to fulfill SHERWOOD's expectation that 20 mgd of
its demand will come from the Willamette River Source;or
b) leave the allocated portion of the Existing Right which will be
valued and purchased by WRWC and take the unused remainder
back to its sole ownership. However, 40 cfs shall not be valued as
part of this appraisal and shall be included in the portion left in
WRWC as it is allocated to TIGARD in consideration of and upon
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TIGARD's relinquishment of the 1995 permit application and 31 cfs
(20 mgd) shall not be valued as part of this appraisal and purchased
because it is allocated to SHERWOOD to fulfill SHERWOOD's
expectation that 20 mgd of its demand will come from the
Willamette River Source;
c) TVWD may leave the Existing Right to WRWC without
compensation.
7.1.6 The Members agree that TIGARD shall have a firm right to 40 cfs of the
Existing Right in consideration of and upon its abandonment of its 1995
permit application.
7.1.7. The Members agree that SHERWOOD shall have a firm right to 31 cfs
(20mgd) of the Existing Right in consideration of SHERWOOD's
ownership in the Wilsonville Water Treatment Facility, in its construction
and ownership of transmission capacity and in its demand forecast that 20
mgd will be supplied from the Willamette River Source.
7.1.8 The Members agree to cooperate to execute all documents necessary to
make water right transfers and assignments.
7.2 Breach. Upon material breach of this Agreement, WRWC or an aggrieved Member
may seek all remedies available at law or in equity.
7.3 Dis:pnte. Resolution.
7.3.1 Method for r solvingchutes. If a dispute arises between WRWC and a
Member or between Members (collectively "Parties") regarding breach of
this Agreement or interpretation of any term of this Agreement, the Parties
shall first attempt to resolve the dispute by negotiation, followed by
mediation, if negotiation fails to resolve the dispute.
Sten One: (Negotiation)
The Manager or other persons designated by each of the disputing Parties will
negotiate on behalf of the entities they represent. The nature of the dispute shall be
reduced to writing and shall be presented to each Manager who shall then meet and
attempt to resolve the issue. If the dispute is resolved at this step, there shall be a
written determination of such resolution, signed by each Manager and ratified by the
WRWC which shall be binding upon the Parties.
S n Two: (Mediation)
If the dispute cannot be resolved within thirty(30)days at Step One,the Parties shall
submit the matter to non-binding mediation. The Parties shall attempt to agree on a
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mediator. If they cannot agree, the Parties shall request a list of five (5) mediators
from an entity or firm providing mediation services. The Parties will attempt to
mutually agree on a mediator from the list provided, but if they cannot agree, each
Party shall select one (1) name. The two selected shall select a third person. The
dispute shall be heard by a panel of three (3) mediators and any common costs of
mediation shall be borne equally by the Parties who shall each bear their own costs
and fees therefor. If the issue is resolved at this step,a written determination of such
resolution shall be signed by each Manager and approved by the WRWC.
7.4 Jurisdiction of Circuit C onrt. After exhaustion of the 7.3 processes, if the Parties
agree, any dispute or claim shall be settled by arbitration under the jurisdiction of the Circuit Court
of the State of Oregon for Washington County pursuant to ORS Chapter 36. In the absence of such
an agreement, that same court shall have jurisdiction.
SECTION 8. AMENDMENT.
This Agreement may be amended by mutual written agreement of the Members, signed by
all of the Members. Future tasks deemed necessary shall be agreed to by the Members through an
addendum to this Agreement setting forth the scope of work and method of payment.
SECTION 9. CTENERAL PROVTSIONS.
9.1 .Merger Clause. This Agreement embodies the entire agreement and understanding
between the Members hereto and supersedes all prior agreements and understandings relating to the
subject matter hereof.
9.2 New Memhers and A ssignment. WRWC may accept additional government entities
as Members under terms and financial conditions that WRWC deems just and equitable on a case-
by-case basis and only upon an affirmative vote of two thirds of the Members. Except for changes
of organization through entity formation, merger, consolidation or annexation, no Member shall
have the right to assign its interest in this Agreement (or any portion thereof) without the prior
written consent of a majority of WRWC.
9.3 S vel. In case any one or more of the provisions contained in this Agreement
should be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability
of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
9.4 Notices. Any notice herein required or permitted to be given shall be given in
writing, shall be effective when actually received, and may be given by hand delivery or by United
States mail, first class postage prepaid,addressed to the Members as follows:
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Tualatin Valley Water District
Attn: General Manager
1850 SW 170th
Beaverton, Oregon 97075
City of Tigard
Attn: City Manager
13125 SW Hall Blvd.
Tigard,Oregon 97223
City of Sherwood
Attn: City Manager
22560 SW Pine
Sherwood, Oregon 97140
City of Tualatin
Attn: City Manager
18880 SW Martinazzi Avenue
Tualatin, Oregon 97062
The Members hereto are responsible to notify each other of changes and to keep this list current.
9.5 Mee in .S. Regular meetings of WRWC shall be conducted at such times as WRWC
may designate but shall be no less than quarterly. The Chairman, upon his own motion, may, or at
the request of two (2) Members of WRWC, shall by giving notice to Members of WRWC
(including notice by e-mail) call a previously unannounced special meeting of WRWC for a time
not earlier than twenty-four (24) hours after the notice is given, unless an emergency exists. In
cases of an emergency, notice reasonable under the circumstances shall be given. A majority of
Board Representatives of WRWC shall constitute a quorum. No action will be taken by WRWC
unless a majority of WRWC Board Representatives present vote to support the action proposed,
unless a greater number of votes is required.
9.6 Advisory Boards; Technical Committees. WRWC may appoint advisory boards and
technical committees. The advisory boards shall meet as needed and shall review and make
recommendations to WRWC on such matters as WRWC so assigns. A technical committee shall
meet not less than quarterly to develop methods of coordination and functioning between WRWC
and the Members.
9.7 Attorney Fees. If a dispute should arise between the WRWC and a Member or
between Members regarding any term or portion of this Agreement, the prevailing party shall be
entitled to such reasonable attorneys' fees as a trial court or arbitrator may award and on any appeal
therefrom.
9.8 Counterparts. This Agreement may be executed in any number of counterparts and
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by the Members on separate counterparts, any one of which shall constitute an agreement between
and among the Members.
9.9 Joint and Several Obligation . For approved WRWC activities, the Members shall
be jointly and severally liable to third parties for payment of debts and costs incurred. No Members
of the WRWC shall be liable for damages, debts or claims caused solely by the negligent act or
omission by WRWC or other Members. The individual Member causing damage by its sole
negligence or wrongful act shall be individually liable.
9.10 Instntmentc of further AScuranc . From time to time at the request of any of
WRWC, each Member shall, without further consideration execute and deliver such additional
instruments and shall take such further action as may be reasonably required to fully effectuate the
purposes of this Agreement.
IN WITNESS WHEREOF,the Members have executed this Intergovernmental Cooperative
Agreement by the date set forth opposite their names below.
TUALATIN VALLEY WATER DISTRICT
Date: ( `� ,2008 By:
Gregory E. DiLoreto, General Manager
J/
By:—Z'A� 4"
Clark Balfour, Legal Counsel
CITY OF TIGARD
Dated: O )� , 2008 By:
r-QJLx-
By:-OLt-
FIRST RESTATED WR WC INTERGOVERNMENTAL AGREEMENT 11
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Date: SEP 16 , 2008 CITY OF SHERWOOD
By:- O��
aue POWA"
U0UvPd Y 19W
By:
Date: September 8,�2008 CITY OF TU AT
By:
By:-
APPROVED AS TO LEGAL FORM
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FIRST RESTATED WRWC INTERGOVERNMENTAL AGREEMENT 12
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