HomeMy WebLinkAbout2018-739-E Planning - Triangle Water Supply Monitoring Partnership MEMORANDUM OF AGREEMENT
CREATING AND DEFINING OPERATIONS OF THE TRIANGLE WATER
SUPPLY PARTNERSHIP
WHEREAS, for the purposes of this Memorandum of Agreement("Agreement"), the
Triangle Water Supply Planning Region("Triangle Region") is defined as the geographic
area encompassing Chatham, Durham, Harnett, Johnston, Orange, and Wake Counties;
and
WHEREAS, the Triangle Region of North Carolina continues to grow and serve as the
premier economic engine for North Carolina; and
WHEREAS, the local government jurisdictions in the Triangle Region have responsible
and thoughtful land use plans to accommodate projected growth; and
WHEREAS, water resources are a regional asset, and the sustained availability of water
supply for the Triangle Region will benefit from a comprehensive and collaborative
approach; and
WHEREAS, the Triangle Region of North Carolina has experienced multiple significant
droughts in recent decades; and
WHEREAS, the local government jurisdictions and their constituent water supply
authorities are responsible for providing for the publicly owned water supply that has
been a critical ingredient in the economic development of the Triangle Region; and
WHEREAS, the local government jurisdictions and their constituent water supply
authorities support the conservation and stewardship of water resources; and
WHEREAS, the Jordan Lake Partnership was established in 2009 to plan for secure and
sustainable water supply for the Triangle Region, with participation by most of the parties
to this Agreement, and has:
• developed a 50-year regional water supply plan that was endorsed by the elected
Boards of all of its members;
• developed a comprehensive hydraulic model of the regional water system, now
being used to improve cooperation among local water utilities;
• been recognized at the state and national level as a model for effective local
government collaboration;
• expanded its membership and focus to include water supply planning for the
entire Triangle Region; and
WHEREAS, the parties to this Agreement desire to continue and build upon the valuable
water supply planning work and collaborative efforts begun by the Jordan Lake
Partnership; and
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WHEREAS, the benefits of such planning and collaborative efforts include:
• Improved cooperation between local water utilities and ease of regulatory
oversight;
• Reduced unit costs for projects through economies of scale;
• Increased flexibility and reliability of local water supplies, especially during
droughts and other dynamic events;
• Enhanced ability to comply with federal and state drinking water standards;
• Sustainable use of regional drinking water resources; and
WHEREAS, the parties to this Agreement will maintain local ownership and control of
their water resources, but are committing in this document to collaborate about water
supply planning, cooperation, sustainability, and helping each other through drought or
other emergency events and moving toward a more sustainable future; and
WHEREAS, this Agreement is authorized by North Carolina General Statute (NCGS)
143-355.8 and/or 160A-20.1.
THEREFORE, BE IT RESOLVED, that the signatories to this Agreement ("Participants"
or"Parties")pledge to work together as part of a Triangle Water Supply Partnership
("Partnership"), as a regional water supply planning organization as authorized by NCGS
143-355.8; and,
BE IT FURTHER RESOLVED, that the individual units named as Participants will
collaborate through the Partnership for regional water supply planning, to plan, maintain,
implement and otherwise cooperate in providing long-term, sustainable, safe and secure
regional water supplies for the Triangle Region; and,
BE IT FURTHER RESOLVED, that the Partnership will be guided by the principles of
collaboration, sustainable water supply, enviromnental stewardship, mutual and
collective benefit, shared responsibility, equal representation, and financial stability, but
such collaboration is not intended and shall not be deemed to constitute a"partnership" as
defined in NCGS Chapter 59.
NOW, THEREFORE, for and in consideration of the recitals and the mutual promises
and covenants contained in this Agreement, the parties agree as follows:
1) Purpose; Recitals: The purpose of this Agreement is to collaborate in various
activities related to a regional partnership for water supply. The Recitals are true and
are incorporated into this Agreement and further explain the Purpose.
2) Definitions: In addition to the following defined terms, additional terms are defined
elsewhere in this Agreement.
a) Annual Budget—means the Annual Budget adopted with the 5-Year Project and
Funding Plan.
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b) Consensus—means a Partnership decision made by unanimous vote in favor of a
proposed action by all the Representatives (or Alternate Representatives)present
and voting at a meeting.
c) Dues—means Initial Dues, Annual Dues, and Special Projects Dues.
d) Fiscal Year—means July 1 through June 30.
e) Large Project—means a Project that is funded as a separate line item in the
Annual Budget.
f) Partnership Operating Fund ("Fund")—means the Fund managed by the Fiscal
Agent, consisting of revenue from Annual Dues and Special Project Dues, and
interest thereon, and from which funds are disbursed to satisfy contractual
obligations related to the Partnership's activities.
g) Project—means a Project included in the Annual Budget. Includes Small
Projects, Large Projects, and Special Projects.
h) Project Lead Amy—means the Participant responsible for contracting and
managing each Project.
i) -Quorum—means more than one half of Participants have a Representative (or
Alternate Representative) in attendance at a meeting.
j) Partnership Management—means management of the Partnership by the
Administrative Agency including but not limited to meeting notices,
arrangements, facilitation, and summaries; other cominunications; records
retention.
k) Simple Majority Vote—means a Partnership decision made by vote of more than
one-half of the total number of Representatives (or Alternate Representatives).
For example, if there are 15 Members (and therefore 15 Representatives), 8 must
affirmatively vote for a proposed action to pass by Simple Majority vote,
regardless of how many Members may have a Representative in attendance at a
meeting.
1) Small Project—means a Project that is funded from the single Small Projects line
item in the Annual Budget.
m) Special Project—means a Project approved and funded.(with additional dues)by
a subset of Participants (this can also be a single Participant; e.g. when a task is
added to a Project contract for work specific to that Participant).
n) Special Project Consensus—means a Partnership decision regarding a Special
Project made by unanimous vote in favor of a proposed action by all the
Representatives (or Alternate Representatives) of those Participants participating
in the Special Project, present at a meeting at which a Special Project Quorum is
present. For example, if 6 members are participating in a Special Project, at least
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4 must be present for a quorum, and all those present must vote affinnatively for a
proposed action to pass.
o) Special Project Quorum—means more than one half of the Participants in that
Special Project have a Representative (or Alternate Representative) in attendance
at a meeting.
p) Su er Majority Vote—means a Partnership decision made by vote of at least three
quarters of the total number of Representatives (or Alternate Representatives). For
example, if there are 15 Members (and therefore 15 Representatives), 12 must
vote affinnatively for a proposed action to pass by Super Majority Vote,
3) Participants:
a) All parties to this Agreement are Participants in the Partnership. The original
parties to this Agreement are:
i) Town of Apex,
ii) Town of Cary,
iii) Chatham County,
iv) City of Durham,
v) Harnett County,
vi) Town of Hillsborough,
vii)Town of Holly Springs,
viii) Johnston County,
ix) Town of Morrisville,
x) Orange County,
xi) Orange Water and Sewer Authority,
xii)Town of Pittsboro, and
xiii) City of Raleigh.
b) Eligibility. Governmental entities, water and/or sewer authorities, public water
utilities, regulated utilities which own and operate water supply reservoirs,
reservoir operators providing water supply-related service within the Triangle
Region, and any other entities authorized to participate by NCGS 143-355.8, and
in the Neuse or Cape Fear River Basins, are eligible to become Participants
("Eligible Participants"). Notwithstanding this general definition, the Participants
shall determine eligibility for any specific entity.
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c) Addition of Participants. Eligible Participants may request to join the Partnership
by submitting a request in writing to the Chair ("New Participant Request"). The
New Participant Request must:include acknowledgement and agreement that the
Eligible Participant will be bound by the terns of this Agreement. A Super
Majority Vote of the Partnership is required to add an Eligible Participant as a
party. The Chair will notify existing Participants of a New Participant Request
pursuant to paragraph 17(n) herein. The Chair will notify the Eligible Participant
within 30 days following the Partnership's decision on the New Participant
Request and of the amount of Initial Dues, if applicable. Addition of an Eligible
Participant as a party becomes effective upon the Eligible Participant's execution
of this Agreement and payment of Initial Dues.
d) Withdrawal of Participants. Participants may withdraw from this Agreement with
30 days written notice to all Participants, provided that any residual financial
obligations pursuant to paragraph 14 herein shall survive such withdrawal until
satisfied. Residual financial obligations will include any outstanding invoices for
Dues as well as the withdrawing Participant's share of any Special Project
contractual obligations existing at the time of withdrawal. To the extent possible,
the scope and cost associated with any such Special Project contractual
obligations will be reduced to address the withdrawal of the Participant, with a
proportional reduction in the withdrawing Participant's financial obligation
related to such Special Projects, No Dues refunds will be made.
e) Withdrawal Due to Nonpayment. Any Participant that fails to pay its Dues
pursuant to paragraph 14 herein by October 31 is automatically deemed to have
withdrawn from the Partnership on November 1 unless 1) the Chair receives a
written request from the Participant prior to October 31 explaining the
extenuating circumstances that:justify the extension of time, and 2) the
Partnership decides in a vote occurring before the automatic withdrawal date, to
permit an additional 90-day grace period but not extending beyond January 29.
4) Representatives:
a) Each Participant's Manager, or designee, shall act for the Participant on matters
related to the Partnership. Participants are encouraged to have three professional
staff Representatives - the Representative, and First and Second Alternate
Representatives - with said Alternate Representatives designated by the Manager,
and eligible to vote only when the Representative is not present.
b) Representatives and Alternates are expected to stay informed about and to
represent their Participant's interests. Each Representative or, when applicable,
Alternate Representative, is expected to attend and fully participate in Partnership
meetings and calls. Materials presented for discussion should be distributed at
least 5 business days in advance of a meeting or earlier, as practical.
5) Officers: At the first official meeting of the Partnership after execution of this
Agreement, and then each year at the annual meeting of the Partnership, the
Participants shall elect a Representative or Alternate Representative to serve as Chair
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and a Representative or Alternate Representative to serve as Vice Chair,both by
Simple Majority Vote. The Vice Chair will perform the Chair's responsibilities when
the Chair is unable to do so. The Chair or Vice Chair shall convene Partnership
meetings, establish the meeting agendas, and preside at meetings. If neither the Chair
or Vice Chair will be present for a,meeting, the Chair will appoint a person to preside
at that meeting. The Chair and Vice Chair shall have no additional power or authority
over the Partnership. While there are no term limits established for the Chair or Vice
Chair, it is the intention that the Chair and Vice Chair positions rotate among
Participants.
6) Meetings:
a) The Participants shall meet as often as required, but no less than annually. Annual
Meetings shall be scheduled by the Chair and noticed to all Representatives no
less than 30 days in advance. Any matter may be voted on at an Annual Meeting.
The Annual Meeting will be held toward the end of each calendar year and
include budget adoption, in order to allow for Participants to adequately plan for
their upcoming fiscal year budget.
b) Meetings will generally be held for the purposes of discussing the activities of the
Partnership, planning for future activities, adopting the budget, and providing
guidance and direction to the Administrative Agent, Fiscal Agent, and/or project
managers, regarding ongoing Partnership activities and Projects.
c) The Chair, Vice Chair, or 25 percent of the Participants may call a meeting by
providing notice to all Participants ("Called Meeting"). Notice may be made
pursuant to paragraph 17(n) or may be delivered by electronic snail. No Called
Meeting may be held with less than five business days' notice. No matter may be
voted on at a Called Meeting that was not noticed at the time the notice of Called
Meeting is sent to the Participants. All meetings shall be open to the public and
conducted in facilities that would accommodate the public. Meeting times, dates,
and locations will be noted on the Partnership's website in a location accessible
by the public. Notices of meetings will also be publicly posted on the principal
bulletin board of the Administrative Agent, or if the Administrative Agent is not a
Member, the entity represented by the Chair.
d) Representatives (or Alternative:Representatives) may participate in Called or
Annual Meetings either in person or by teleconference.
7) Voting:
a) A majority of the Participants must be represented by either their Representative
or Alternative Representative to constitute a quorum for the transaction of
business at any meeting of the Partnership.
b) Each Participant will have one vote on all matters coining before the Partnership
for consideration and the vote of each Participant will be counted equally.
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c) If a Participant is not current in paying Dues but is within the allowed grace
period and therefore has not been deemed to have withdrawn from the
Partnership, then the vote of such Participant's Representative will be counted. If
a Participant is not current in paying dues and is not within the grace period for
such payment, the Participant shall not participate in any vote, and any vote by
such Participant shall be null and void.
d) Representatives or Alternate Representatives may participate, including voting, in
meetings by any means of communication by which all participating may
simultaneously hear each other during the meeting.
e) Voting on any matter may occur outside of the Annual Meeting or a Called
Meeting only upon the following terms. Any Participant may request a vote of
the Partnership in writing with at least 2 business days' notice to all Participants.
Votes taken pursuant to this section require a written affirmative vote (either
electronic or hard copy)by the Representative (or Alternative Representative) for
each Participant within thirty(30) days of the notice. If any Participant fails to
provide an affirmative vote, the requested vote fails. Records of the requested
vote, and each Participant's response, shall be retained as records of the
Partnership.
f) No proxy voting will be permitted; that is, only the Representative or, if the
Representative is not present, the Alternate Representative, may vote on behalf of
a Participant.
8) Decisions:
a) While it will always be the goal of the Partnership to snake decisions by
Consensus, this section describes the decision process if Consensus cannot be
reached.
b) Unless otherwise specified in this Agreement, a Simple Majority Vote shall be
used for all matters before the Partnership.
c) Super Majority Votes are required for:
i) Establishing or changing the Fund's Annual Target Amount(if Super
Majority Vote cannot be reached, the Fund's Annual Target Amount will be
the previous year's amount); and
ii) Establishing or changing the dues allocation basis (if Super Majority Vote
cannot be reached, the dues allocation basis will be the same as the previous
year; however, any changes to a Member's Tier based on number of accounts
will be made); and
iii) Approving a New Participant Request and establishing the new Participant's
Initial Dues.
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9) Administrative Agent:
a) Administrative Agent responsibilities include Partnership Management activities
such as maintaining the official roster of Representatives and Alternates,
preparing meeting agendas, sending notices for meetings, meeting facilitation and
summaries, internal and external communication, technical and administrative
document development and review, record retention, and website management.
Administrative Agent responsibilities also include serving as or overseeing the
Fiscal Agent.
b) The Administrative Agent, with approval and direction from the Partnership, may
contract for:
i) Partnership management support
ii) Fiscal Agent services
iii) Small Project services
iv) Large Project services
v) Special Project services
c) The Participants hereby authorize the City of Durham to act as the Administrative
Agent for the Partnership and recognize and appreciate the willingness of the City
of Durham to do so.
d) The City of Durham's actions as the Administrative Agent for the Partnership's
General Activities are performed on behalf of the Partnership and not as an
instrument of joint agency.
e) The Partnership will advise the Administrative Agent regarding financial
management and direction of the General Activities under this Agreement. The
Administrative Agent will conform with the laws of North Carolina applicable to
local governments in the selection of entities to provide services for all Projects
and in contracting for such services.
fj The Partnership may appoint another Participant, or contract with another
organization, to serve as Administrative Agent, upon Simple Majority Vote.
10)Fiscal Agent:
a) The Participants hereby authorize the City of Durham to act as the Fiscal Agent
for the Partnership and recognize and appreciate the willingness of the City of
Durham to do so.
b) The Partnership may appoint another Participant, or contract with another
organization, to serve as Fiscal Agent, upon Simple Majority Vote.
c) The Fiscal Agent for the Partnership shall:
i) Administer and manage the Partnership Operating Fund, including carrying
out its legal, contractual, fiscal, and fiduciary duties.
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ii) Invoice Members for Dues by June 1 each year for the upcoming fiscal year.
iii) Receive Dues and notify the Chair monthly of any nonpayment issues.
iv) Hold Partnership Operating Fund monies ("Funds") in a restricted account, to
be used solely at the request of the Partnership, for the Partnership's activities.
v) Disburse Funds only as specifically budgeted in support of the Partnership's
General Activities, Projects, and Special Projects.
vi) Provide balance and disbursement summaries for the Partnership's account(s)
at least annually or at more frequent intervals as requested by the Chair or by
any Representative.
vii)Maintain such books, records, and systems of accounts so that the
expenditures of Funds are accounted for as expended on the Partnership's
General Activities, Projects, and Special Projects as budgeted and reported in
the Partnership Operating Funds and shall provide same to any Participant
within thirty(30) days of request.
viii) If the source of fiends for any Project Contract is federal funds, comply
with the following federal provisions pursuant to 2 C.F.R. § 200.326 and 2
C.F.R. Part 200, Appendix II (as applicable), unless a more stringent state or
local law or regulation is applicable: Equal Employment Opportunity(41
C.F.R. Part 60); Davis-Bacon Act(40 U.S.C. 3141-3148); Copeland "Anti-
Kickback"Act (40 U.S.C. 3145); Contract Work Hours and Safety Standards
Act(40 U.S.C. 3701-3708); Clean Air Act(42 U.S.C. 7401-7671q.) and the
Federal Water Pollution Control Act(33 U.S.C. 1251-1387); Debarment and
Suspension(Executive Orders 12549 and 12689); Byrd Anti-Lobbying
Amendment(31 U.S.C. 1352); Procurement of Recovered Materials (2
C.F.R. § 200.322); and Record Retention Requirements (2 CFR § 200.324).
11)Partnership Activities:
a) The Partnership's General Activities will include,but not be limited to:
i) Identifying and implementing Projects that further the Partnership's
objectives;
ii) Overseeing a Partnership Operating Fund to help implement Projects;
iii) Developing and maintaining a 5-Year Project and Funding Plan which
includes a running 5-year plan of Projects including annual target Fund
balances, annual spending and revenue amounts, and a Participant dues
contribution schedule to fund Projects;
iv) Managing Projects through appropriate contractual agreements;
v) Coordinating with appropriate resource agencies and other interested parties;
and
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vi) Providing periodic reports and status updates to Participants.
b) Projects:
i) Small Projects: An amount will be budgeted annually to be used for any Small
Projects that may come up during the year; this may include individual
technical projects that support the mission of the Partnership, outreach,
regulatory or legislative assessments, or data summaries, for example.
ii) Large Projects: Once approved and created as a Large Project by the
Partnership, all anticipated costs for a Large Project shall be included and
accounted for in the 5-Year Project and Funding Plan (Exhibit 1) as an
individual line item.
iii) Special Projects: The Participants may seek additional opportunities to
cooperate on mutually beneficial planning and capital projects related to water
supply resources in the Triangle Region. Participation in a Special Project is at
the discretion of each Participant. Such projects are; created and defined as
described in paragraph 12 below. Once created, Special Projects are included
as individual line items in the 5-Year Project and Funding Plan (Exhibit 1).
12)Project and Budget Determination:
a) Project Development: Votes to create any Project will include approval of a
Project Lead Agency, Project Scope, Project Schedule, Project Budget, list of
Participants (for Special Projects), and any other information needed to define the
Project.
i) If any single Project under consideration would be anticipated to increase any
Member's Annual Dues in a single year by an amount equal or greater than
the Member's projected Annual Dues in any year of the current 5-Year Project
and Funding Plan, then upon request of that Member, the Project will be
considered a Special Project and as such must be created per Paragraph 12 (a)
(iii) below.
ii) Small Projects and Large Projects will be created and approved, and can be
modified, upon Simple Majority Vote. Participants' Cost Shares will be as
defined or amended per Paragraph 14 for Annual Dues.
iii) Each Special Project will be created and approved by affirmative vote of all
Participants who choose to participate in that Special Project. Participants'
Cost Shares will be as defined and approved by the Participants in the Special
Project. Modification of a 'Special Project scope or budget also requires
affirmative vote of all Participants in that Special Project. Other Special
Project decisions may be made by Special Project Consensus vote.
b) Project Recommendations: Project recommendations may be submitted by
individual Participants or solicited from interested third parties. Third parties may
also present Project recommendations to the Partnership for consideration.
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c) 5-Year Project and Funding Plan: Each year the Partnership will develop a 5-Year
Project and Funding Plan including a current-year Annual Budget. The 5-Year
Project and Funding Plan will include the associated dues contribution schedule
required to provide funds to support Partnership Management and regular and
ongoing projects, as well as to accumulate money reserved for Projects that may
require several years of accumulated funds to accomplish, and to maintain a
minimum balance of approximately$50,000 in the Partnership Operating Fund.
Exhibit 1, attached hereto and incorporated herein by reference, contains the
Partnership's initial 5-Year Project and Funding Plan.
d) Cost-Shared Funding: Participants should give special consideration to projects
that can take advantage of cost:-shared funding from outside partners to leverage
the Partnership Operating Fund's budgets.
e) Project Financial Restrictions: The Partnership does not intend to take on debt or
financial liabilities. Projects will be funded only to levels that do not exceed the
Dues collected in any year plus money from previous year collections reserved for
Projects that may require several years of accumulated funds to accomplish.
Multi-year Project contracts will include a per-year not-to exceed requirement that
is consistent with the portion of the existing Partnership Operating Fund set aside
for that Project.
13)Project Management:
a) Distribution of Funds - Any Participant may serve as the Project Lead Agency for
any Project. The Partnership may fund Projects by authorizing the Fiscal Agent to
make grants to the Project Lead Agency in installments, lump sum, or as may be
appropriate for the Project.
b) Project Manager(PM)—A PM will be approved for each Small or Large Project
by Simple Majority Vote. A PM will be approved for each Special Project PM by
affirmative vote of all participants in that Special Project. PM approval will be
based on such factors as interest, capability, geographical location relative to the
Project, size of the effort, and providing project management opportunities to all
Participants. The PM will provide opportunities for the Participants to shape the
scope of work, seek advice and counsel on proposals received and vendor
selection, and provide regular status reports to the Participants.
c) At a minimum, Project contracts shall include:
i) A detailed scope of work statement
ii) Schedules for completion of work and disbursement of funds
iii) Funding requirement necessary and available to complete the scope of work
iv) A per-year not-to-exceed requirement that is consistent with the portion of the
existing Partnership Operating Fund appropriated to that project for the
current year
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v) Procedures and conditions for amending, modifying or terminating the
contract.
14)Dues:
a) Each Member will support the Partnership Operating Fund by payment of Annual
Dues to the Fiscal Agent.
b) After invoices are received, Annual Dues are due as of July 1 each fiscal year and
are considered timely if paid by July 31 of that fiscal year.
c) Annual Funding Target for Partnership Operating Fund:
i) The total amount to be collected in Annual Dues each fiscal year will be based
on the amount needed to meet the Partnership Operating Fund annual target
for the beginning of the fiscal year as shown in the 5-Year Project and
Funding Plan adopted by the Partnership at its annual meeting the previous
fiscal year.
ii) Exhibit 1 shows the initial 5-Year Project and Funding Plan including the
Fiscal Year 2019 Annual Funding Target for the Partnership Operating Fund.
d) Cost Allocation Basis:
i) Annual Dues will be allocated according to a three-tiered dues structure based
on each Participants' number of water connections at the time of budget
adoption:
(1) Tier 1: 0-9,999 water connections - pays Base Rate
(2) Tier 2: 10,000-49,999 water connections - pays 2 times Base Rate
(3) Tier 3: 50,000+water connections -pays 3 times Base Rate
ii) The Partnership may alter this basis for allocation of Annual Dues by Super
Majority Vote without the need to revise this Agreement. For example, the
Partnership may need to alter the cost allocation basis to accommodate a new
Participant such as a reservoir operator that does not provide or plan for water
connections. The 5-Year Project and Funding Plan adopted each year will
include the current cost allocation basis.
iii) Allocation of Annual Dues will be done each year at the Partnership Annual
Meeting, for the next fiscal year, to provide input for Participant budget
planning.
iv) Additional costs to individual Participants for Special Projects (Special
Projects Dues)will be included in appropriate Participant's dues as approved
by the subset(s) of Participants participating in each Special Project.
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e) Initial Dues:
i) Initial Dues for fiscal year 2019, shown in Exhibit 1, for each Member, are
due the later of 60 days after the effective date of this Agreement, or 60 days
after the Member executes the Agreement.
ii) For new Participants added after Initial Dues for fiscal year 2019 are adopted,
Initial Dues will be based on the date of membership approval and will be the
sum of the Participant's share of 1) the current fiscal year Annual Dues, 2)
previous years' (up to 4 years maximum)Annual Dues for any ongoing
Projects or upcoming Projects for which funding is being collected ahead of
contracting, and 3) any Special Projects Dues for Special Projects in which
that Participant wishes to participate. The exact amount of Initial Dues for a
new Participant will be determined by the Partnership at the time of New
Participant Request approval. New Participant Initial Dues will be allocated
appropriately toward funding for Projects by the Fiscal Agent and taken into
account by the Partnership during development of the following year's Annual
Budget.
f) Final Dues: For any Participant that withdraws, Final Dues will be calculated and
invoiced to the Participant based on unpaid Dues for the current fiscal year and
ongoing Special Projects that include the withdrawing Participant.
g) All Dues payments are non-re-fundable.
h) Five-year Planning: For the first five years after this Agreement is effective,
Annual Dues are projected to be slightly higher in the first two years to provide
for initial planned Projects; the following three years' Annual Dues are slightly
lower. It is the Participants' intention that future budgets will be planned with the
goal to keep Annual Dues constant during each five-year period; however,
changes to planned Projects may require some variation in Annual Dues within
five-year periods and the actual amount of Annual Dues will be as adopted each
year by the Partnership as part of adoption of the 5-Year Project and Funding
Plan.
15)Duration,Automatic Renewal, Amendment and Termination:
a) The term of this Agreement shall begin upon the date it is properly authorized and
executed by two Participants (:Effective Date) and shall end on June 30, 2028
(Initial Term End Date). Thereafter, this Agreement shall become binding on
each Participant only after approval and execution of the Agreement by a duly
authorized representative of the Participant.
b) After the Initial Term End Date, the term of this Agreement shall be extended
automatically for a period of five years unless all but one Participant has given
thirty(30) days prior written notice of withdrawal.
c) This Agreement may be terminated by a Super Majority Vote of the Participants.
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d) Any Participant may be removed from the Partnership by a Super Majority Vote
of the Participants. For any Participant who is removed pursuant to this
provision, Final Dues will be calculated and invoiced to the Participant as
described in paragraph 14 (f).
e) This Agreement constitutes the entire agreement between the Parties with respect
to its general subject matter. This Agreement may not be changed except in
writing signed by all the Parties.
16)Additional agreements: It is understood that no party is obligated to participate in
future separate agreements beyond this initial Agreement.
17)Miscellaneous Provisions:
a) The Parties each represent, covenant and warrant for the other's benefit as
follows:
i) Each Party has all necessary power and authority to enter into this Agreement
and to carry out the transactions contemplated by this Agreement, and this
Agreement has been authorized by Resolution spread upon the minutes of
each Party's governing body. This Agreement is a valid and binding
obligation of each Party.
ii) Neither the execution and delivery of this Agreement, nor the fulfillment of or
compliance with its terms and conditions, nor the consummation of the
transactions contemplated by this Agreement, results in a breach of the terms,
conditions and provisions of any agreement or instrument to which either
Party is now a party or by which either is bound or constitutes a default under
any of the foregoing.
iii) To the knowledge of each:Party, there is no litigation or other court, or
administrative proceeding:pending or threatened against such Party(or against
any other person) affecting such Party's rights to execute or deliver this
Agreement or to comply with its obligations under this Agreement. Neither
such Party's execution and delivery of this Agreement, nor its compliance
with its obligations under this Agreement, requires the approval of any
regulatory body or any other entity the approval of which has not been
obtained.
b) The singular of terms used in this Agreement shall include the plural, and the
masculine shall include the feminine, and vice versa.
c) A signed copy of this Agreement shall be considered as an original.
d) The parties intend that this Agreement be governed by the law of the State of
North Carolina. In the event of conflict or default that might arise for matters
associated with this Agreement, the Parties agree to informally communicate to
resolve the conflict. If any such dispute cannot be informally resolved, then such
August 7, 2018 Page 14 of 35
Memorandum of Agreement
Triangle Water Supply Partnership
dispute, or any other claims, disputes or other controversies arising under this
Agreement, shall be subject to, resolution in a court of competent jurisdiction.
e) If any part of this Agreement is held invalid or unenforceable by a court of
competent jurisdiction, such holding shall not invalidate or render unenforceable
any other provision hereof. If one or more paragraphs, sections sentences, clauses,
or phrases shall be declared void, invalid or otherwise unenforceable for any
reason by the valid, final judgment or decree of any court of competent
jurisdiction, such judgment or decree shall not affect the remaining provisions of
this Agreement and the same shall continue to be fully effective and enforceable
on the basis that said remaining provisions would have been agreed to by the
Parties without the incorporation of such void, invalid or otherwise unenforceable
paragraph, section, sentence, clause or phrase.
f) In the event of breach of this Agreement, the Parties shall be entitled to such legal
or equitable remedy as may be! available, including specific performance.
g) No provision of this Agreement shall be deemed to have been waived by any
party hereto unless such waiver shall be in writing and executed by the same
formality as this Agreement. The failure of any party hereto at any time to require
strict performance by the other of any provision hereof shall in no way affect the
right of the other party to thereafter enforce the same. In addition, no waiver or
acquiescence by a party hereto of any breach of any provision hereof by another
party shall be taken to be a waiver of any succeeding breach of such provision or
as a waiver of the provision itself.
h) There are no third-party beneficiaries to this Agreement.
i) No Party may sell or assign any interest in or obligation under this Agreement
without the prior express written consent of the other Parties.
j) The Parties, and all subcontractors, shall comply with Article 2, Chapter 64, of the
North Carolina General Statutes.
k) Nothing in this Agreement shall be construed to mandate purchase of insurance
by any Party pursuant to N.C.G.S. 153A-435 or N.C.G.S. 160A-485; or to be
inconsistent with Wake County's "Resolution Regarding Limited Waiver of
Sovereign Immunity" enacted October 6, 2003; or to in any other way waive any
Party's defense of sovereign or governmental immunity from any cause of action
alleged or brought against any Party for any reason if otherwise available as a
matter of law.
1) No officer, agent or employee of any party will be subject to any personal liability
or accountability by reason of the execution of this Agreement or any other
documents related to the transactions contemplated hereby. Such officers, agents
or employees will be deemed to execute such documents in their official
capacities only, and not in their individual capacities. This section will not relieve
August 7, 2018 Page 15 of 35
Memorandum of Agreement
Triangle Water Supply Partnership
any such officer, agent or employee from the performance of any official duty
provided by law.
m) This Agreement may be executed in any number of counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument. Either Party may convert a signed original of the Agreement to an
electronic record pursuant to a North Carolina Department of Natural and Cultural
Resources approved procedure and process for converting paper records to
electronic records for record retention purposes. Such electronic record of the
Agreement shall be deemed for all purposes to be an original signed Agreement.
n) Unless otherwise stated herein, all notices provided for herein shall be in writing
and shall be sent properly by first-class mail to the parties at the addresses shown
below, or to such other person or address as said party may provide in writing
from time to time. Any such notice mailed to such address shall be effective upon
the date received as shown by the return receipt or otherwise. All notices shall be
effective three (3) days after having been deposited, properly addressed and
postage prepaid, in the US Postal Service.
TOWN OF APEX
Marty Stone, Water Resources Director
PO Box 250
Apex, NC 27502-0250
marty.stone@apexnc.org
TOWN OF CARY
Sarah Braman, Water Resources Engineer
PO Box 8005
Cary, NC 27512-8005
sarah.braman@townofca,ry.org
CHATHAM COUNTY
Dan LaMontagne, Asst. County Manager &Director, Public Works & Utilities
PO Box 1550
Pittsboro, NC 27312
dan.lamontagne@chathainne.org
CITY OF DURHAM
Vicki Westbrook, Deputy Director
Department of Water Management
101 City Hall Plaza
Durham, NC 27701
vicki.westbrook@durhamne.gov
August 7, 2018 Page 16 of 35
Memorandum of Agreement
Triangle Water Supply Partnership
HARNETT COUNTY
Steve Ward, Director, Public Utilities
P. O. Box 1119
Lillington, NC, 27546
sward@harnett.org
TOWN OF HILLSBOROUGH
Julie Laws, Utilities Analyst
101 E. Orange St.
Hillsborough, NC 27278
Julie.Laws@hillsboroughnc.gov
TOWN OF HOLLY SPRINGS
Kendra Parrish, P.E., Director of Engineering
Town of Holly Springs
PO Box 8
Holly Springs, NC 27540
kendra.parrish@hollyspringsnc.us
JOHNSTON COUNTY
Chandra Coats, Public Utilities Director
PO Box 1049
Smithfield, NC 27577
chandra.coats@johnstonnc.com
TOWN OF MORRISVILLE
Kent Jackson, P.E., Town Engineer
100 Town Hall Drive
Morrisville, NC 27560
kjackson@townoftnortisville.org
ORANGE COUNTY
Howard Fleming, Jr., Engineering/Stormwater Division Supervisor
PO Box 8181
Hillsborough,NC 27278
hfleming@orangecountync.gov
ORANGE WATER AND SEWER AUTHORITY
Ruth Rouse, Planning and Development Manager
400 Jones Ferry Road
Carrboro, NC 27510
RRouse a owasa.org
August 7, 2018 Page 17 of 35
Memorandum of Agreement
Triangle Water Supply Partnership
TOWN OF PITTSBORO
Jeff Jones, Planning Director
PO Box 759
Pittsboro, NC 27312
jjones@pittsboronc.gov
CITY OF RALEIGH
Kenneth Waldroup, Assistant Public Utilities Director
PO Box 590
Raleigh, NC 27602
kenneth.waldroup@raleighnc.gov
(o) The Town of Cary shall not discriminate on any basis prohibited by law with
reference to Cary's obligations under this Agreement. In the discharge of its
duties and responsibilities under this Agreement, the City of Raleigh and its
employees will abide by the policy of nondiscrimination as set forth in Raleigh
City Code § 4-1004. Orange County and its employees will abide by Orange
County Non-Disciimination Policy General Government and Administration
Policy 11.0. All other parties to this Agreement will comply with the non-
discrimination policies approved by their respective elected officials or boards.
IN TESTIMONY WHEREOF, the Parties, pursuant to resolutions of their respective
governing boards spread upon their minutes, have caused this Agreement to be executed
and attested by their duly authorized officers and their official seals affixed, the day and
year written below.
I
August 7, 2018 Page 18 of 35
Memorandum of Agreement
Triangle Water Supply Partnership
r
(Signature)
Drew Havens, O-wo Manager
Town of Apex
DATE:
Al,TES � �/6"1/
1873
0
"this Instrument has been 0 �
preaudited in the manner required
by the Local Government Budget h'CRd �
and Fiscal Control Act."
August 7, 2018 Page 19 of 35
Memorandum of Agreement
Triangle Water Supply Partnership
(Signature)
Sean Stegall, T anager,
Town of Cary
DATE: 149
' wr. ' lam',�• a
ATTEST:
:7 rti fate of Town of GaU Finance()rffi er
fhis instrument has been preaudited in the manner required
)y the Local Govemment Budget and Fiscal Control Act.
Deputy Finance Officer hate
August 7, 2018 Page 20 of 35
Memorandum of Agreement
Triangle Water Supply Partnership
(Signature)
Renee Paschal, .Minty Manager
Chatham County
DATE:
r
ATTEST: •
July 31, 2018 Page 21 of 35
Memorandum of Agreement
Triangle Water Supply Partnership
(Signature
Thomas J. t j j,1
City of Dt%pp Manager
DATE; November 27,201 S
A, 60
v
ATTEST:
Dianalyzzn Schreiber ' �, '•�•....-•� �
City Clerk -• Durllc'lm, NC ##artlta+�►•+++�
'IUS iastrum ul has barn pre-aWitcd is a maim required by& Local Government
Budget and Fiscal Contrb]Act,
6—�- �40awrA
Keith R.Herrmann,Firmce Officer
August 7,2018 Page 22 of 3 5
Memorandum of Agreement
Triangle Water Supply Partnership
(Signature) U C...4 . �,4t'. r, 4--
Paula Stewart, County Manager
County of Harnett
DATE;
ATTEST: 1 g{A -
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August 7,2018 Page 23 o£35
Memorandum of Agreement
Triangle Water Supply Partnership
(Signature)
AWAL/ -�1—I/ —
Eric Peterson,To n Manager tr+
Town of Hillsborough
DATE: � ► .��� O I
ATTEST:
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August 7, 201.8 Page 24 of 35
Memorandum of Agreement
Triangle Water Supply Partnership
(Signature} roz
{�IFV{ nee� �U r C i YL l���l J� ]i ]r" L[
Town of Holly Springs J (�
DATE:
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August 7,2018 Page 25 of 35
Memorandum of Agreement
Triangle Water Supply Partnership
(Signature)
Rick Hester, County Manager
Johnston County
DATE: T, r
ATTEST:
ON
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August 7,2018 Page 26 of 35
Memorandum of Agreement
Triangle Water Supply Partnership
(Signature)
Martha Paige, Town Manager
Town of Morrisville
DATE: 0))�
ATTEST: l5^�
August 7, 2018 Page 27 of 35
Memorandum of Agreement
Triangle 'Water Supply Partnership
Orange County's Contract Number 2018-739
(Signature) 1
Bonnie Flammersley.County Manager
Orange County
DATE: r
ATTEST:
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August 7,2018 Page 28 of 35
Memorandum of Agreement
Triangle Water Supply Partnership
(Signature)
Ed Kerwin, Executive Director
Orange Water and Sewer Authority
DATE:
ATTEST: .■''����;. p•S� F9�r'•�
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August 7, 2018 Page 29 of 35
Memorandum of Agreement
Triangle Water Supply Partnership
(Signature)
Bryan (."'tlV sh U. Town Manager
Town ofPittshoro
0ATI- J,�
66
ATTEST: J�14r (' !r '
August 7,2018 Page 30 of 35
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August 7, 2018 P,Hge:3.l of,35
Memorandum of Agreement
Triangle Water Supply Partnership
Exhibit 1
Fiscal Year 2019 5-Year Project and Funding Plan
Cost Allocation Basis
Annual Dues will be allocated according to a three-tiered dues structure based on each
Participant's number of water connections at the time of budget adoption:
a) Tier 1: 0-9,999 water connections - pays Base Rate
b) Tier 2: 10,000-49,999 water connections -pays 2 times Base Rate
c) Tier 3: 50,000+ water connections -pays 3 times Base Rate
Large Projects
• Regional Water Shortage and Response Planning: This project will support
regional reliability, resiliency and redundancy, using the Interconnection Model
developed by the Jordan Lake Partnership, and the North Carolina Division of Water
Resources' OASIS model of the Neuse/Cape Fear Basins, to further understand the
capabilities and limits of the Triangle Region's present water supply network. The
goal will be to estimate infrastructure investments needed to meet future needs—at
both the regional and local scale--during sustained or short-term shortages or
constraints such as short-term or longer-tenn infrastructure issues, water quality
issues, or long-terns regional drought.
• Triangle Regional Water Supply Plan: This Plan will be much more than a simple
update of the Jordan Lake Partnership's Plan. This new plan will include the larger
Triangle Water Supply Partnership membership and a comprehensive evaluation of
potential water sources.
• Emergency Spill Response and Mitigation Plan Coordination: Develop an
appreciation for how each supplier's responses rely on coordination with others, and
lay the ground work for that coordination &pre-planning by: assessing potential
types, sources, and risks of sudden contamination of raw water supplies; e.g., tanker
spill, airline crash, petroleum pipeline release, etc.; identify how consequences and
responses to such incidents would differ according to the water supplies affected; e.g.,
regional sources, such as Falls/Jordan Lakes, or more local supplies, such as
University Lake; possible project elements might include a regional inventory of local
response plans & capabilities, opportunities to collaborate, suggestions on best
practices, etc.
• Interconnections Model Maintenance: The Interconnections Model will be updated
about every five years. The Regional Water Shortage and Response Planning Project
will effectively update the Jordan]Lake Partnership's Interconnections Model so the
first anticipated occurrence of this project is FY24.
August 7, 2018 Page 32 of 35
Memorandum of Agreement
Triangle Water Supply Partnership
Exhibit 1
Fiscal Year 2019 5-Year Project and Funding Plan
Table 1:Triangle Water Supply Partnership 5-Year Project and Funding Plan
Budgeted Expenses
FY19 FY20 FY21 FY22 FY23
A.Partnership Management
Partnership Management Support $ 75,000 $ 75,000 $ 78,000 $ 78,000 $ g1,000
B.Small Projects
Data summaries,regulatory evaluation, outreach,etc. $ 24,000 $ 36,000 $ 30,000 $ 30,000 $ 30,000
C. Large Projects
1.Regional Water Shortage and Response Planning $ 150,000
2.Interconnection Model Maintenance(FY24)
3.Triangle Regional Water Supply Plan $250,000
4.Emergency Spill Response and Mitigation Plan Coordination $150 000
Total Annual Expenditures $249,000 $111,000 $358,000 $ 108,000 $261,000
Total Dues $ 249,600 $300,000 $216,000 $216,000 $216,000
Partnership Operating Fund Target(beginning of year) $249,600 1 $300,600 $405,600 $263,600 $371,600
Expected End-of-Year Fund Balance(carry over to next year) $ 600 $189,600 $ 47,600 $155,600 $110,600
August 7,2018 Page 33 of 35
i
Memorandum of Agreement
Triangle Water Supply Partnership
Exhibit 1
Fiscal Year 2019 5-Year Project and Funding Plan
Table 2:Triangle Water Supply Partnership Initial Dues and Planned Annual Dues
Initial Dues Planned Annual Dues
Metered
Member Connections Tier FY19 FY20 FY21 FY22 FY23
Town of Apex 15,000+ 2 $20,800 $25,000 $18,000 $18,000 $18,000
Town of Cary 64,000+ 3 $31,200 $37,500 $27,000 $27,000 $27,000
Chatham County 8,000+ 1 $10,400 $12,500 $9,000 $9,000 $9,000
City of Durham 85,000+ 3 $31,200 $37,500 $27,000 $27,000 $27,000
Harnett County 37,000+ 2 $20,800 $25,000 $18,000 $18,000 $18,000
Town of Hillsborough 5,000+ 1 $10,400 $12,500 $9,000 $9,000 $9,000
Town of Holly Springs 13,000+ 2 $20,800 $25,000 $18,000 $18,000 $18,000
Johnston County 29,000+ 2 $20,800 $25,000 $18,000 $18,000 $18,000
Town of Morrisville 0 1 $10,400 $12,500 $9,000 $9,000 $9,000
Orange County 0 1 $10,400 $12,500 $9,000 $9,000 $9,000
OWASA 18,000+ 2 $20,800 $25,000 $18,000 $18,000 $18,000
Town of Pittsboro < 10,000 1 $10,400 $12,500 $9,000 $9,000 $9,000
City of Raleigh 168,000+ 3 $31,200 $37,500 $27,000 $27,000 $27,000
TOTAL DUES $249,600 $300,000 $216,000 $216,000 $216,000
Base Rate $10,400 $12,500 $9,000 $9,000 $9,000
3-tiered dues based on#of connections:
0-9,999 Connection=Base Rate
10,000-49,999=2x Base Rate
50,000-up=3x Base Rate
THIS INSTRUMENT HAS BEEN
PREAUDITED IN THE MANNER REQUIRED
13Y THE CAL GOVERNMENT BUDGET .
D CA C T OIL ACCT =
i
I lAi�� GC!JNrr !. August 7, 2018 Page 34 of 35
Memorandum of Agreement
Triangle Water Supply Partnership
Table 3:Triangle Water Supply Partnership FY19 Annual Budget
FY19 Annual Budget
Carry Over from Previous Year $0
Total Dues $ 249,600
Partnership Operating Fund Target(beginning of year) $ 249,600
Expenditures
A. Partnership Management
Partnership Management Support $ 75,000
B.Small Projects
Data summaries, regulatory evaluation,outreach,etc. $ 24,000
C.Large Projects
1.Regional Water Shortage and Response Planning $150,000
Total Annual Expenditures $249,000
Expected End-of-Year Fund Balance(carry over to next year) $ 600
August 7,2018 Page 35 of 35