Tualatin, TVED, CRW, Canby Utilty Board, Sherwood, Gladstone - Willamette River Water Coalition y
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INTERGOVERNMENTAL COOPERATIVE AGREEMENT
CREATING THE WILLAMETTE RIVER WATER COALITION
THIS INTERGOVERNMENTAL COOPERATIVE AGREEMENT is entered into by and
between the following parties: Tualatin Valley Water District, a Domestic Water Supply District
formed under Chapter 264 ("TVWD") Canby Utility Board, a municipal utility formed pursuant to
ORS Chapter 225{"CUB"), the City of Sherwood, a municipal corporation ("SHERWOOD"), The
City of Gladstone, a municipal corporation ("GLADSTONE"), the City of Tigard, a municipal
corporation("TIGARD") and the City of Tualatin, a municipal corporation ("TUALATIN").
RECITALS:
A. WHEREAS, the parties hereto have the authority to enter into this Agreement
pursuant to their respective principal acts,charters, and ORS 190.003 et sea.; and
B. WHEREAS, the parties with the present exception of SHERWOOD and
TUALATIN either hold water rights or have applications pending to appropriate water for
municipal and industrial purposes on the Willamette River within that reach of the river from Lake
Oswego to Wilsonville; and
D. WHEREAS, some entities may desire to develop and use the Willamette River prior
to broader application of that water throughout the metropolitan region and that the entities 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
E. WHEREAS, these entities wish to create 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 parties hereto agree as follows:
SECTION L WILLAMETTE RIVER WATER COALITION
1.1 WRWC. There is hereby created the Willamette Water Supply Agency ("WWSA")
Willamette River Water Coalition ("WRWC"). The members of WRWC shall number six (6).
The governing body of each party shall appoint�one (1) member. Members 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 Duties. WRWC shall have the following powers:
1.2.1 To adopt such bylaws, rules, regulations, and policies as it deems necessary
WRWC Intergovernmental Agreement-Final 1
in furtherance of the purposes of this Agreement;
1.2.2 To study the best method to develop water sources on the Willamette River
between Wilsonville and Gladstone. Scope of work for specific tasks or
projects/project governance and monetary responsibilities shall be negotiated
on a case by case basis which may be by addendum to this Agreement;
1.2.3 To perform and exercise pursuant to the Charter or principal Acts of the
parties 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 on the Willamette River;
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 parties 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 sea. Four (4) members of WRWC 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 entity that will financially participate in any project. The WRWC member
may bind his/her entity without governing body approval if"the amount in question is within his/her
delegated contracting authority.
WR WC Intergovernmental Agreement-Final 2
1.5 Officers. Annually, at the beginning of each fiscal year, WRWC shall elect from its
membership a Chair and Vice-Chair who shall be officers of WRWC who shall serve a term of one
(1) year. WRWC shall also appoint a Secretary who need not be a member 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 Budgeting, Accounting, Audits. WRWC shall annually prepare a work plan and an
estimate for the next fiscal year and distribute it to the members by January 1 of each year. This
work plan shall be referred to as general administrative. It is anticipated that each party shall
budget its own staff and funds for costs or provision of in-kind services as necessary.
Each party'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 January 1 of the
preceding fiscal year. For subsequent projects, for improvements and facilities, each party'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. 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.
SECTION 2. SURFACE WATER RIGHTS &FACILITIES.
2.1 Delegation of Powers. 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 parties using those facilities. It is the primary
intent and purpose of this Agreement to allow the individual entities 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 entity regarding performance of services. WRWC and
each individual entity shall define the scope of individual entity contributions or individual efforts.
2.2 Contributions of Vested and Pending Water Rights. Presently permitted surface
water rights to the Willamette River are held by TVWD (130 mgd) as WRD Permit No. 49240,
(hereafter "existing rights"). Pending applications before the State Water Resources Department
("WRD") filed by all parties, except SHERWOOD and TUALATIN, are also set forth on Exhibit 1
(hereafter "new rights"). The existing and new rights together specify areas of usage covering the
service territories of all members of WRWC. Following execution of this Agreement and
formation of this entity, the parties hereto agree to execute all documents necessary to assign
WRWC Intergovernmental Agreement-Final 3
ownership of the existing 1973 permit to WRWC and identify WRWC as the applicant on the
pending application for new rights. Thereafter WRWC shall exclusively own and manage the
resources subject to this.Agreement.
2.3 Allocation of Water and Diversion Point. WRWC shall become the sole holder of
these rights. 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,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 Development and implementation of a water system management and
conservation plan consistent with the requirements or guidelines of the
Regional Water Plan.
2.3.4 Other factors as agreed by separate addenda or written agreements.
2.4 Administration of Water Rights. By assignment of ownership of the Willamette
River 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 CONTRIBUTIONS.
3.1 Assets. Without limitation, the existing and new rights enumerated in attached
Exhibit 1 (the "System") shall be employed in the System and are hereby contributed by the parties.
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 party's annual contribution towards General
Administration shall entitle it to member status and each party 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 party 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. OPERATIONAND MAINTENANCE. .
4.1 Generally. At such time that facilities are constructed, unless otherwise agreed in
writing by the entities financially participating in the facility, the system shall be operated and
maintained by WRWC, WRWC may contract with members or others to provide daily
WRWC Intergovernmental Agreement-Final 4
management of all or a portion of the System. Operation and maintenance will be determined at
that time by the equity participants through subsequent agreement or addendum.
SECTION 5: CONSTRUCTION OF FACILITIES.
5.1 Proposal to Construct. 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 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.
5.2 Individual Rights. The parties intend to provide a method of decision making by
anticipated diversion points. Facilities constructed shall be in the name of WRWC but decision
making shall be by the.participating members as set forth in the 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 1973
rights assigned to that diversion point 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 1973 rights, then the individual entity may use
other water outside this agreement or use the termination provision of Section 7. The parties agree
that absent termination, only WRWC may apply for water rights to the Willamette River.
5.3 Tigard. In consideration of the abandonment of its 1995 permit application to
appropriate 40 cfs, TVWD and the members of WRWC hereby allocate 40 cfs of the 1973 right at
the Wilsonville diversion point to Tigard. If Tigard desires to construct a conventional treatment
plant at Wilsonville to develop this right and no other members wish to participate, Tigard may
proceed without further approval from WRWC or its members.
5.4 Regulatory Matters. All parties served by a facility shall share proportionately in
cost if expansion or modification is necessary to meet regulatory requirements,unless subsequent
agreement or addenda provides otherwise.
SECTION 6. SALE OF WATER TO OTHER ENTITIES.
WRWC Intergovernmental Agreement-Final 5
6.1 WRWC. The members agree that the Willamette River water rights now existing or
hereafter acquired are for regional application. The parties 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 Proceeds of Sales. The proceeds attributable to the sale of water to an outside 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 Charges. Sales to any entity which may require transmission
through lines may be subject to a transmission line charge to be established by the owner. Charges
for use of transmission lines shall be collected by WRWC from the user and paid to the owner of
the transmission line.
6.4 Other Charges. Other charges may be established by WRWC as necessary and
agreed by the parties.
SECTION 7. TERMINATION.
7.1 Notice of Election. Any party may elect to terminate this Agreement and withdraw
from WRWC by giving written notice of its desire to WRWC and other member parties on or
before March 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 party and WRWC, that party shall immediately cease membership in WRWC.
The withdrawing entity 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 party.
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
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.
WRWC Intergovernmental Agreement-Final 6
7.1.3 The price to be paid, whether determined by mutual agreement or
arbitration, shall be paid to the terminating party in full within 12 months
following the date of termination set forth in the notice of intent to
terminate. If the other party fails to pay the purchase price within 12 months
of the date of termination and if the parties 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 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 owner shall
remain responsible for all terms and conditions of this Agreement.
7.1.5 Notwithstanding anything to the contrary, because TV WD contributed the
existing permitted rights (1973 rights), no withdrawing party shall be
compensated for the value of those 1973 rights except TV WD. If TV WD
decides to withdraw from WRWC, it may:
a) leave the entire 1973 water 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
TIGARD'S relinquishment of its 1995 permit application; or
b) leave the allocated portion of the 1973 rights 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 TIGARD's relinquishment
of the 1995 permit application; or
c) TV WD may leave all the 1973 rights and, in lieu of monetary
compensation, receive an equal amount (202 cfs) of junior rights
under 7.1.6 below.
7.1.6 For the parties other than TVWD, in the event of termination, the
terminating member shall be entitled to have conveyed to it by WRWC the
water rights associated with the pending application the terminating member
contributed to WRWC. For example, if the pending application was
approved for Canby in the amount of 12.4 cfs and Canby terminates, Canby
shall relinquish all rights and claims to any water allocated to its diversion
WRWC Intergovernmental Agreement-Final 7
point under the 1973 Permit contributed by TVWD and WILSONVILLE,
and WRWC shall assign to Canby the 12.4 cfs Permit right that Canby
contributed to the entity. Thereafter Canby shall rely only upon that 12.4 cfs
water right and have no further right or claim to other WRWC rights.
7.1.7 The parties agree that TIGARD shall have a firm right to 40 CFS of the
TVW. D 1973 rights in consideration of its abandonment of its 1995 permit
application.
7.1.8 The parties 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 Dispute Resolution.
7.3.1 Method for resolving disputes. If a dispute arises between WRWC and a
member or between members 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.
Step 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.
Sten 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
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.
WRWC Intergovernmental Agreement-Final 8
7.4 Jurisdiction of Circuit Court. After exhaustion of 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 Clackamas 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 parties, signed by all
of the parties. Future tasks deemed necessary shall be agreed to by the parties through an
addendum to this Agreement setting forth the scope of work and method of payment.
SECTION 9. GENERAL PROVISIONS.
9.1 Merger Clause. This Agreement embodies the entire agreement and understanding
between the parties hereto and supersedes all prior agreements and understandings relating to the
subject matter hereof.
9.2 New Members and Assignment. WRWC may accept additional government entities
as participants 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 party
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 Severability. 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 parties as follows:
Tualatin Valley Water District
Attn: General Manager
P.O. Box 745
Beaverton, Oregon 97075
Canby Utility Board
Attn: General Manager
P.O. Box 1070
Canby,Oregon 97013
City,of Tigard
Attn: City Manager
WRWC Intergovernmental Agreement-Final 9
P.O. Box 23397
Tigard, Oregon 97223 .
City of Sherwood
Attn: City Manager
20 NW Washington
Sherwood,Oregon 97140
City of Tualatin
Attn: City Manager
18880 SW Martinazzi Avenue
Tualatin, Oregon 97062
City of Gladstone
City Administrator
525 Portland Avenue
Gladstone, Oregon 977027
The parties hereto are responsible to notify each other of changes and to keep this list current.
9.5 Meetings. 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 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. Four(4) members of WRWC shall constitute a
quorum. No action will be taken by WRWC unless a majority of WRWC present votes 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 entities.
9.7 Attorney Fees. If a dispute should arise between the parties regarding any term or
portion of this Agreement,the prevailing party shall be entitled to such reasonable attorney 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
by the parties on separate counterparts; any one of which shall constitute an agreement between and
among the parties.
9.9 Joint and Several Obli atgons. For approved WRWC activities, the parties shall be
jointly and severally liable to third parties for payment of debts and costs incurred. No party to
WRWC Intergovernmental Agreement-Final 10
WRWC shall be liable for damages, debts or claims caused solely by the negligent act or omission
by WRWC or other members. The individual entity causing damage by its sole negligence or
wrongful act shall be individually liable.
9.10 Instruments- of further Assurance. 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.
WRWC Intergovernmental Agreement-Final j j
f
IN WITNESS WHEREOF, the parties have executed this Intergovernmental Cooperative
Agreement by the':date set forth opposite their names below.
TUALATIN VALLEY WATER DISTRICT
Date: 0 3 2994 By:
Richard P. Burke, President
By.
L sa elyan, Secretary
CANBY UTILITY BOARD
Date: Z 2003 By:7.
By: CSC `ti ,cr-ham
CITY OF TIGARD
Dated: 2003 By. 117-7
CRAIG IRKSEN. COUNCIL PRESIDENT
By:.aj:;tl�",-A' n P
CATHERINE WHEATLEY, CITY RECO ER
WR WC Intergovernmental Agreement-Final 12
Date: October 23 , 2003 CITY OF SHERWOOD
By:
ark 0. Cottle, Ma
By: LJ`
C.L. Wiley, Cit6 Recorder
Date: to 3 ,2003 CITY OF TUAL
Lou Ogden, Mayor
By: � Ila,
Steve Wheeler, City Recorder
Date: October 2 0, 2003 CITY OF GLADSTONE
By:
Wade Byers gMayof
By: LLIA
Jonathan Block, City Recorder
WRWC Intergovernmental Agreement Final 13
EXHIBIT 1
PENDING APPLICATIONS
Applicant Amount Priority Date Application#
CUB 12.4 cfs 12/27/90 71072
TVWD 387 cfs 5/31/91 71651
Gladstone 12.4 cfs 9/13/91 71834
Tigard 40 cfs 3/28/95 80342
EXISTING PERMITTED RIGHTS
Applicant Amount Priority Date Permit#
TV WD 202 cfs 6/19/73 49240
WILLAMETTE RIVER WATER COALITION
BYLAWS
ARTICLE 1
PURPOSE AND OBJECTIVES
The Willamette River Water Coalition ("WRWC") was created for the following general
purposes:
A. To maintain the public's rights on the Willamette River for local and regional needs.
B. To study local water demands, jointly evaluate water quality of the Willamette River and
determine the most economic, efficient, and available source to supply short and long-term
demands.
C. To provide a forum for the study and discussion of water supply issues of mutual interest to
members and to coordinate the responses of members to such issues;
D. To provide a forum for review and discussion of water resource related issues preliminary
to any final actions by individual members, regarding issues which could be considered to
relate to application of the statewide land use goals, comprehensive plans, regional plans, or
land use regulations;
E. To establish an avenue for public participation and education in water supply issues in
addition to public participation activities of the individual Participants;
F. It is intended that these bylaws be in compliance with the Intergovernmental Cooperative
Agreement Creating the Willamette River Water Coalition, hereinafter referred to as the
"WRWC Agreement".
ARTICLE 2
MEMBERSHIP
Composition
A. Current Members
The current members in the WRWC are: Tualatin Valley Water District, the Canby Utility
Board, the City of Tigard, the City of Tualatin, the City of Gladstone and the City of
Sherwood.
WRWC Bylaws—January 2004 1
B. Additional members.
Any public entity providing drinking water wishing to join WRWC, shall so inform the
Board, in writing, and shall comply with whatever standards and or financial criteria the
WRWC Agreement or Board has established. The written request to join WRWC must
include a statement providing the reasons the entity desires to become a member. Such
entity shall then become a participant in the WRWC if two-thirds of the members vote in
favor of its admission.
Withdrawal
Any member may withdraw from the WRWC at any time by giving written notice in
accordance with Section 7 of the WRWC Agreement.
Membership Term
Each member shall retain a position on the.Board so long as it does not withdraw or fail to
pay its dues.
ARTICLE 3
WRWC BOARD
General
The Willamette River Water Coalition Board was established by the WRWC Agreement
and is the entity to which these bylaws apply. This group will be addressed as the"Board" in these
bylaws.
Composition
Standing Members
The Board shall be composed of one representative from the governing board, commission
or council of each WRWC member. Each member shall also name an alternate Board
representative from its governing board, commission or council to serve in case the primary
representative cannot serve. If the Board Chair does not attend a meeting the Vice-Chair shall
assume the Chair's duties.
Each governing board, commission, or council shall notify the Board Chair, and staff, in
writing,of any change in their chosen Board representative and alternate.
WRWC Bylaws—January 2004 2
Authority
The Board is authorized to:
1. Approve and amend the WRWC's annual work plan and budget as further described in the
WRWC Agreement. This shall occur by February 1 for the upcoming fiscal year beginning
July 1;
2. Set dues;
3. Set WRWC policy and carry out the powers of the WRWC Agreement;
4. Approve additional governmental entities as members;
5. Establish the terms and financial arrangements under which such new members may be
accepted,or permit new members to join on a case by case basis, so long as no new member
is permitted to join without two-thirds affirmative vote of the Board;
6. Recommend water supply, water planning and management and cooperative actions to
member's governing boards, commissions or councils, including but not limited to actions
to develop water sources;
7. Recommend to the governing boards, commissions or councils amendments to the WRWC
Agreement.
8. Adopt and amend bylaws;
9. Except as provided below, assign such duties or delegate such Board authority as the Board
deems advisable to any Board committee, subcommittee or to a technical committee.
10. Establish Board subcommittees and other advisory committees or bodies as the Board may
deem necessary to conduct its business. Subcommittees and/or advisory committees may
be created or dissolved by vote of the Board. If so created the Board shall designate the
chair and membership of the committee and may establish terms of membership. The
Board may also appoint advisory committees which are not solely composed of members.
The Board may invite persons with special expertise or interests and lay persons to sit upon
any advisory committee.
11. Approve and/or authorize funding for special studies supportive of WRWC's work;
12. Seek and accept sources of revenue other than dues and to authorize other expenditures so
long as these are to be covered by identified sources of revenue; and
13. Exercise any other powers and authority granted to the WRWC in the WRWC Agreement
WRWC Bylaws—January 2004 3
necessary to accomplish WRWC's purposes.
Non-Delegable Board Authority
The Board may not.delegate authority to:
(1) execute intergovernmental agreements;
(2) approve the annual work plan and the budget;
(3) approve the admission of members to the WRWC; or
(4) dissolve the WRWC.
Meetings
Generally
The Board shall determine how frequently to meet, provided however, that it must meet at
least quarterly.
Special Meetings
The Board may meet at times other than those regularly scheduled as deemed necessary by
the Board,the Board Chair or any two Board members.
Location
The location of Board meetings shall be as determined by the Board but shall be determined
with lead time sufficient to provide adequate notice.
Permitted Methods of Participation by Board Members
Board members may participate in meetings by physically attending the meeting or, if a
Board member has forewarned the staff, when neither a Board member, or alternate, is physically
able to attend the meeting, through electronic means which permit a "non-attending" Board
member to hear and fully participate in all of'the proceedings and which permits all those in the
meeting room to hear the comments of the non-attending member or alternate.
Conduct of the Meetings
All Board meetings shall,be conducted,in accordance with the latest edition of or revision to
Robert's Rules,of Order or as formally modified by the Board.
WRWC Bylaws—January 2004 4
Opportunities for public comment will be provided at each Board meeting in the discretion
of the Board Chair.
Notice
Notice of all Board meetings shall be noticed as required by the State of Oregon's public
meetings law. Notice shall be provided by the staff, if any, or such other Participant or staff person
as the Board Chair directs.
Quorum
To be effective, Board actions must be approved by a vote of a majority of the Board
Members present at a meeting at which a quorum of the Board is present. If the membership is an
odd number, a majority shall constitute a quorum. If the membership is an even number, a quorum
shall consist of fifty percent of the members plus one.
Bylaws Adoption
The Board shall adopt bylaws within three months of its first meeting.
voting
Each Participant member of the Board shall have one vote. Alternates in attendance may
vote, in the absence of the primary representative,but voting by proxy shall not be allowed.
ARTICLE 4
OFFICERS
The Board shall have at least the following official positions:
1. Board Chair.
2. Board Vice-Chair.
The Board may elect a secretary or other officers as well. If such other officers are elected
then their terms in�office and duties shall be described by the Board. The Secretary shall be a staff
member.
WRWC Bylaws—January 2004 5
Terms of Office
The terms in office for the Chair and Vice-Chair shall be as follows:
1. Chair- one year with a possible succession of one more consecutive year if re-elected by the
Board.
2. Vice-Chair- one year with a possible succession of one more consecutive year if re-elected
by the Board.
Duties
The duties of the Chair are:
1. Preside at all Board Meetings
2. Make all committee appointments assigned to the Chair in these bylaws
3. Scheduling regular and special meetings
4. Act as spokesperson for the WRWC on adopted WRWC policy deliberations and actions,
and to delegate such responsibility as deemed appropriate
5. Sign Board approved contracts and intergovernmental agreements on behalf of the WRWC
6. Ensure adherence to the bylaws
7. Work with staff and any technical committee to create Board agendas
8. Review meeting minutes
9. Sign all WRWC documents which contain statements of WRWC policy
10. Delegate responsibility for signing routine and non-policy documents
11. . Such other duties as the Board or the WRWC Agreement assign to the Board Chair.
The duties of the Vice-Chair are:
1. Provide.whatever assistance the Board Chair requests
2. Perform the functions of the Board Chair when the Chair is not available
3. Perform such other functions as may be assigned by the Board or the WRWC Agreement.
WRWC Bylaws—January 2004 6
Delegation of Duties
Whenever an officer is absent, or unwilling or unable to perform the officer's duties, the
Board may appoint another participant Board member to perform the officer's duties until the
officer recovers, returns or a new officer has been elected, as deemed appropriate by a majority of
the Board.
Election
All officers of the Board shall be elected by a majority vote of the Board at a meeting at
which there is a quorum.
Vacancies
Any vacancy occurring on the Board by reason of resignation, death or otherwise shall be
filled by an alternate until official notice of a new representative is given by the affected member
entity. If the alternate is appointed to serve as the primary representative, a new alternate shall also
be named. These designations shall be provided to the Board Chair and staff, in writing, and shall
occur within a reasonable time of the vacancy. The Vice-Chair shall take over for the Chair should
that position become vacant. A new Chair will be chosen at the next Board meeting at which there
is a quorum present.
When a member's representative, or alternate, no longer holds a position with the governing
body,board,commission or council of that member,that person may no longer serve on the Board.
ARTICLE 5
PRESUMPTION OF ASSENT
A Board member, or a member of any committee, subcommittee or advisory committee,
created by the WRWC Agreement or the Board,who is present at a meeting where action was taken
and that person would have had a right to vote, is deemed to have assented to action unless his or
her dissent or abstention shall be entered in the minutes of the meeting.
WRWC Bylaws—January 2004 7
ARTICLE 6
FISCAL MATTERS
These matters are addressed in Section 1.6 of the WRWC Agreement and through the
Board's authorization herein.
ARTICLE 7
EMPLOYMENT OF STAFF
Staff employment for the WRWC will be addressed in the annual work plan.
ARTICLE 8
ADVOCACY
On Behalf of the WRWC
Only the Board Chair, or Vice-Chair if the Chair is not available, shall be authorized to act
for the WRWC. The Chair may, however,delegate this authority to other members or staff but only
as to previously Board authorized positions.
Disclaimer
Any major policy or program documents issued by the WRWC shall state, if true, that the
documents do not necessarily represent the views of all the members in the WRWC.
ARTICLE 9
DISPUTE RESOLUTION
The purpose of the dispute resolution process is to enable all members to resolve, in an
amicable and constructive way, conflicts that are relevant and may materially affect implementation
of the Plan, WRWC Agreement or Bylaws. Dispute resolution shall be in accord with the WRWC
Agreement.
WR WC Bylaws—January 2004 8
ARTICLE 10
DISSOLUTION
The WRWC shall be dissolved when only one member remains or the Board votes to
dissolve.
ARTICLE 11
BYLAW AMENDMENT
These Bylaws may be amended by a majority vote at a Board meeting when a quorum is present. If
possible, proposed Bylaw amendments should be listed in the notice of the meeting at which they
will be considered.
WR WC Bylaws—January 2004 9