The recent Spokane County proposed Regional Solid Waste Alliance Agreement is a troubling document. The Spokane County Commissioners are requiring area jurisdictions to surrender the right to choose their own representatives under this contract. The demands for flow control, which is essentially a mandated government monopoly, is due to an intense interest in a captive revenue stream that some politicians believe is ripe for taxation.

Area residents are already paying two to three times over open market cost for a commodity service. Spokane will see if another parade of elected officials scamper away from their duty to help ensure good value for tax and rate payer dollars.

I strongly advise the City of Spokane and all other jurisdiction to not subvert powers of their own duly elected Representatives. Those that would so easily surrender representative powers to others outside their jurisdictions, while at the same time surrendering pricing power to conflicted parties, are probably not the best people to negotiate on behalf of the citizens. ~ Michael J. Noder

The following draft agreement has been subsequently modified and is now believed to exclude the City of Spokane. Check with each individual Spokane area jurisdiction for the specific conditions they may be planning to agree to.

[DRAFT OF JUNE 24, 2011]

INTERLOCAL COOPERATION ACT AGREEMENT FOR
SOLID WASTE HANDLING, TRANSFER AND DISPOSAL BY THE
SPOKANE REGIONAL SOLID WASTE MANAGEMENT ALLIANCE

by and among

City Airway Heights, City of Cheney, City of Deer Park, City of Fairfield, City of Latah, City of Liberty Lake, City of Medical Lake, City of Millwood, City of Rockford, City of Spangle, City of Spokane, City of Spokane Valley, City of Waverly, and Spokane County

__________, _____, 2011

TABLE OF CONTENTS

Page

ARTICLE I……….. RECITALS…………………………………………………………………………………………. 12

ARTICLE II………. PURPOSE AND SCOPE……………………………………………………………………….. 2

Section 2.1 Purpose of Agreement………………………………………………………………………… 2

Section 2.2 Commitment & Access to Joint Facilities…………………………………………… 2

Section 2.3 Contract Documents…………………………………………………………………………. 2

Section 2.4 Definitions……………………………………………………………………………………….. 32

ARTICLE III…….. NONPROFIT CORPORATION GOVERNANCE………………………………….. 42

Section 3.1 Solid Waste Management Alliance…………………………………………………. 42

Section 3.2 Powers……………………………………………………………………………………………… 42

Section 3.3 Public Agency Accountability………………………………………………………….. 52

Section 3.4 No Effect On Member Police Powers………………………………………………… 52

Section 3.5 SWMA Board……………………………………………………………………………………. 62

Section 3.6 SWMA Voting…………………………………………………………………………………… 62

Section 3.7 Local Government Review and Comment…………………………………………. 72

Section 3.8 Committees………………………………………………………………………………………. 82

Section 3.9 Books and Records…………………………………………………………………………… 82

ARTICLE IV…….. SWMA FINANCE………………………………………………………………………………. 82

Section 4.1 SWMA Rates & Charges…………………………………………………………………… 82

Section 4.2 Member Covenants to Exercise Flow Control and Make Payments… 82

Section 4.3 Member Covenants to Maintain Charges………………………………………… 82

Section 4.4 Member Bonds………………………………………………………………………………….. 92

Section 4.5 SWMA Billings and Payments………………………………………………………….. 92

Section 4.6 Taxes………………………………………………………………………………………………… 92

Section 4.7 Administrative and Treasury Services……………………………………………… 92

Section 4.8 SWMA Budgeting……………………………………………………………………………. 102

ARTICLE V……… SOLID WASTE TRANSFER, DISPOSAL AND RECYCLING………………. 112

Section 5.1 SWMA Service Obligation in Service Area………………………………………. 112

Section 5.2 Member Obligation to Deliver Flows……………………………………………… 112

Section 5.3 SWMA System Capacity…………………………………………………………………. 112

Section 5.4 Member Options in the Event of Capacity Constraint……………………. 112

Section 5.5 Commitment to Support Waste Reduction……………………………………… 122

Section 5.6 Integral Involvement of SWAC………………………………………………………. 122

ARTICLE VI…….. SWMA COOPERATION IN MANAGEMENT & DEVELOPMENT OF SOLID WASTE FACILITIES……………………………………………………………………………………… 132

Section 6.1 Responsibility for Joint Facilities and Local Systems…………………….. 132

Section 6.2 Relationship to Local Planning……………………………………………………… 132

Section 6.3 Member Commitments to Assist SWMA………………………………………….. 132

ARTICLE VII……. STATE ENVIRONMENTAL POLICY ACT…………………………………………. 142

Section 7.1 Coordination of Environmental Review & SEPA Requirements………. 142

Section 7.2 SEPA Compliance……………………………………………………………………………. 142

Section 7.3 Retention of Substantive Authority………………………………………………. 142

ARTICLE VIII…… LEGAL RELATIONS………………………………………………………………………… 152

Section 8.1 Effective Date & Term of Agreement………………………………………………. 152

Section 8.2 Member Withdrawal and Removal………………………………………………… 152

Section 8.3 Addition of New Members………………………………………………………………. 152

Section 8.4 Amendment of Agreement and Organization…………………………………. 152

Section 8.5 Notice…………………………………………………………………………………………….. 162

Section 8.6 Resolution of Legal Disputes………………………………………………………….. 162

Section 8.7 Arbitration……………………………………………………………………………………. 172

Section 8.8 Member Obligation Pending Resolution of Disputes……………………….. 172

Section 8.9 Survival of Obligations…………………………………………………………………. 172

Section 8.10 Interpretation of Agreement………………………………………………………….. 182

Section 8.11 Waiver……………………………………………………………………………………………. 182

Section 8.12 Remedies…………………………………………………………………………………………. 182

ARTICLE IX…….. COOPERATION THROUGH CONSOLIDATION PERIOD………………….. 182

Section 9.1 Coordination: SWMA Board & the County and City of Spokane….. 18 2

Section 9.2 Administrative and Treasury Services Contract With Spokane…….. 192

Section 9.3 Consolidation Principles and Objectives………………………………………… 192

Section 9.4 Consolidation Event………………………………………………………………………. 192

ARTICLE X……… APPROVAL AND EFFECTIVE DATE………………………………………………… 192

Section 10.1 Execution and Approval…………………………………………………………………. 192

Section 10.2 Implementation………………………………………………………………………………. 202

INTERLOCAL COOPERATION ACT AGREEMENT FOR
SOLID WASTE HANDLING, TRANSFER AND DISPOSAL BY THE
SPOKANE REGIONAL SOLID WASTE MANAGEMENT ALLIANCE

THIS INTERLOCAL COOPERATION ACT AGREEMENT FOR SOLID WASTE HANDLING, TRANSFER AND DISPOSAL BY THE SPOKANE REGIONAL SOLID WASTE MANAGEMENT ALLIANCE (“Agreement”) is entered into by and among the City Airway Heights, Washington (“Airway Heights”), the City of Cheney, Washington (“Cheney”), the City of Deer Park, Washington (“Deer Park”), the City of Fairfield, Washington (“Fairfield”), the City of Latah, Washington (“Latah”), the City of Liberty Lake, Washington (“Liberty Lake”), the City of Medical Lake, Washington (“Medical Lake”), the City of Millwood, Washington (“Millwood”), the City of Rockford, Washington (“Rockford”), the City of Spangle, Washington (“Spangle”), the City of Spokane, Washington (“Spokane”), the City of Spokane Valley, Washington (“Spokane Valley”), the City of Waverly, Washington (“Waverly”) and Spokane County, Washington (“County”) pursuant to Chapter 39.34 RCW. The parties are individually referred to as “Member” and collectively as the “Members.” The Members agree as follows:

Article I
RECITALS

Section 1.1 Under the broad governmental authority granted to cities and counties over solid waste, including Act XI, §11 of the State Constitution and RCW 35.21.156 and 36.58.040, certain incorporated cites in the County, together with the County, desire to enter into an interlocal cooperation agreement allowing for the formation of a new entity to manage solid waste transfer, disposal and recycling services.

Section 1.2 The Members in this endeavor have concluded that the most efficient and equitable way to come together to operate this new solid waste management entity is to form a non-profit corporation under the authority of RCW 39.34.030(3)(b).

Section 1.3 The Members have agreed that an independent, public, nonprofit corporate entity should be established pursuant to Chapter 24.06 RCW to enable the Members to engage in coordinated solid waste handling and disposal, recycling, and other activities including the ownership, operation and maintenance of joint use facilities, in response to the current and future Solid Waste Management Plan for Spokane County.

Section 1.4 The Members will exercise control of the new non-profit corporate entity, called the “Spokane Regional Solid Waste Management Alliance” (“SWMA”), through appointment of board members by and from their legislative bodies, who will represent their respective local governments.

Section 1.5 While the County will remain responsible under RCW 70.95.080 for preparing a Comprehensive Solid Waste Management Plan for the County, the Plan will be prepared with the participation of the SWMA Members and an expanded Solid Waste Advisory Committee.

Section 1.6 The SWMA Members will enforce municipal flow control powers to effect the transfer and disposal and recycling components of the Comprehensive Solid Waste Management Plan.

Section 1.7 When not otherwise supported by rate revenues, the SWMA Members individually will fund proportional shares of capital investments of the SWMA, by population until such time as the public non-profit corporation formed pursuant to this Agreement is authorized to and has issued tax exempt municipal bonds or other forms of indebtedness in its own name. Additionally, the SWMA Members individually will fund proportional shares of operation expenses of the SWMA through payment obligations set forth in this Agreement.

Article II
PURPOSE AND SCOPE

Section 2.1 Purpose of Agreement.

2.1.1 The purpose of this Agreement is to provide for a new governance structure to contract for the services and construction necessary to develop and manage new joint use facilities in response to the current and future Comprehensive Solid Waste Management Plan for Spokane County.

2.1.2 The Members shall form a new public, nonprofit corporate entity, to be known as the Spokane Regional Solid Waste Management Alliance (“SWMA”), pursuant to chapters 39.34 and Chapter 24.06 RCW. The SWMA shall be solely controlled by Member representatives and its primary function shall be to carry out the public purposes expressed in the Solid Waste Management Plan for Spokane County and this Agreement, as both may be amended or supplemented from time to time. The Members intend for the SWMA to function as a regional agency that provides regional solid waste services, including transfer, disposal and recycling resources, including; transportation; disposal; collection, as may be authorized by separate contract with a member or members authorized to engage in solid waste collection; recycling; and, certain financial resources for closed landfills under adopted closure and post-closure plans.

Section 2.2 Commitment & Access to Joint Facilities

Consistent with the Comprehensive Solid Waste Management Plan for Spokane County and with this Agreement, the Members shall and hereby commit to direct all solid waste in their local systems or under regulatory control to the transfer and disposal and recycling facilities designated by the SWMA. Each Member foregoes the opportunity to plan for and individually transfer or dispose of its solid waste. Because this Agreement and the Comprehensive Solid Waste Management Plan for Spokane County contemplate that all Members will be using joint facilities and because most, if not all, Members will be transporting, or otherwise regulating, solid waste subject to their local systems through the political jurisdictions of one or more other Members, the Members declare and confirm.

2.2.1 that this Agreement is not intended as an instrument to permit one Member to control the solid waste collection services of another Member; and,

2.2.2 that each Member will cooperate to provide the others with access for solid waste transport and transfer to joint facilities.

Section 2.3 Contract Documents

The following exhibits are incorporated by reference into this Agreement as though fully set forth herein:

Exhibit A — Articles of Incorporation of SWMA

Exhibit B — Bylaws of SWMA

Exhibit C — Administrative and Treasury Services Contract

Section 2.4 Definitions

For purposes of this Agreement, the following terms shall have the meanings set out below.

2.4.1 “Alliance” means the SWMA.

2.4.2 “Closed Landfill” means each of the Spokane County Colbert, Greenacres and Mica landfills.

2.4.3 “Consolidation” means the point at which the SWMA has been formed and is capable of functioning as an independent agency.

2.4.4 “Debt Service” means the principal of, interest on, sinking fund requirements, reserve account requirements and any coverage requirement required by a resolution authorizing the issuance of SWMA debt.

2.4.5 “Executive Director” shall mean the chief executive officer or other person identified by the SWMA Board to be the head of the SWMA.

2.4.6 “Joint Facilities” means transfer, disposal and recycling facilities developed by or under contract to SWMA.

2.4.7 “Joint Facilities Maintenance and Operation Expenses” means all costs and expenses relating to and properly chargeable to the operation and maintenance of the Joint Facilities, whether directly or by contract, including taxes and “in lieu of taxes” chargeable to the operations of the Joint Faculties plus administrative overhead expenses, and any other similar costs chargeable to the Joint Facilities.

2.4.8 “Local Collection System” means solid waste collection systems that are operated by or under contract with one of the SWMA Members or by a municipality that is not a SWMA Member.

2.4.9 “Plan” means the Comprehensive Solid Waste Management Plan for Spokane County dated September 15, 2009 and as may be amended from time to time.

2.4.10 “SWMA” means the SWMA created by this Agreement, and the non-profit corporation to be created by the Members pursuant to Chapter 24.06 RCW.

2.4.11 “SWMA Board” or “Board of Directors” means the board of directors created pursuant to Chapter 24.03 RCW to manage and oversee the SWMA non-profit corporation.

2.4.12 “SWMA Debt” means any notes, bonds or other obligation of the SWMA issued to finance or refinance improvements, betterments, or extensions to Joint Facilities or any other costs related to the SWMA System.

2.4.13 “SWMA System” means all Joint Facilities that are owned, managed, operated, or controlled by one or more of the Members or by SWMA or that are used or useful in the performance of SWMA’s functions,

2.4.14 “Solid Waste” means solid waste as defined by RCW 70.95.030(22).

2.4.15 “Spokane Regional Solid Waste Management Alliance” or “SWMA” means the non-profit corporation to be created by the Members pursuant to Chapter 24.06 RCW and this Agreement.

2.4.16 “SWAC” means the Solid Waste Advisory Committee mandated under RCW 70.95.165, that will be involved in providing continuing advice to SWMA in addition to its advice on the development of the Comprehensive Solid Waste Management Plan.

2.4.17 “Tipping Fees” means the fees established by SWMA for use of Joint Facilities or other solid waste transfer, disposal or recycling facilities under contract with the SWMA.

Article III
NONPROFIT CORPORATION GOVERNANCE

Section 3.1 Solid Waste Management Alliance

As soon as practical after this Agreement takes effect, the Members shall act to form a nonprofit corporation under Chapter 24.06 RCW to be formally called the “Spokane Regional Solid Waste Management Alliance.” A form of articles of incorporation and bylaws are attached as Exhibits A and B respectively, and the Members shall use articles of incorporation and bylaws substantially in the form set out in Exhibits A and B to create the nonprofit corporation.

Section 3.2 Powers

The SWMA, an independent legal entity, acting through its Board of Directors and duly authorized employees and agents, shall have all the powers of an agency under Chapter 39.34 RCW, a nonprofit corporation organized under Chapter 24.06 RCW, and as a tax-exempt organization pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986 as amended. Among its powers, the SWMA shall have the full power and authority to:

3.2.1 Acquire, construct, receive, own, manage, lease, sell, and otherwise dispose of real property, personal property, intangible property, and Joint Facilities;

3.2.2 Plan, develop, replace, operate and maintain Joint Facilities;

3.2.3 Enter into contracts with a SWMA Member or any person or entity for goods, services, work, or other benefits to the SWMA;

3.2.4 Borrow money and issue debt instruments or provide for the borrowing of money and issuance of debt instruments;

3.2.5 Receive gifts or grants for the planning, design, development, construction, or operation of Joint Facilities, or assets or programs to further SWMA’s purposes, or for other purposes necessary to carry out SWMA’s purposes;

3.2.6 Lend money or provide services or facilities to any Member or other governmental utility or governmental service provider in furtherance of SWMA’s purposes;

3.2.7 Invest its funds;

3.2.8 Sue and be sued;

3.2.9 Hire and fire employees of the SWMA;

3.2.10 Fix salaries, wages and other compensation of officers and employees;

3.2.11 Employ or retain engineering, legal, financial or other specialized personnel and consultants as may be necessary to carry out the purposes of the SWMA;

3.2.12 Impose, alter, regulate, control, and Tipping Fees at its Joint Faculties;

3.2.13 Purchase insurance and participate in pooled insurance and self-insurance programs;

3.2.14 Indemnify the Members and their officers and employees in accordance with law;

3.2.15 Establish policies, guidelines, or rules to carry out its powers and responsibilities;

3.2.16 Exercise all other powers within the authority of and that may be exercised individually by all of the Members with respect to solid waste transfer, disposal or recycling or other SWMA purposes or functions as set forth herein; and

3.2.17 Take any other actions as the SWMA Board deems necessary to implement the Plan, to protect and advance the interests of the SWMA System, its Members, and its ratepayers that are consistent with this Agreement, Chapter 39.34 RCW, and other applicable law.

Section 3.3 Public Agency Accountability

The Members intend for the SWMA to operate and function as a public agency. The SWMA Board shall conduct its deliberations and take action openly. Therefore, the SWMA shall operate and conduct its business subject to the Open Public Meetings Act (Ch. 42.30 RCW, as may be amended), the Public Records Act (Ch. 42.56 RCW, as may be amended), local government accountancy statutes (RCW 43.09.200 et seq., as may be amended), and other applicable laws, regulations, and self-imposed policies.

Section 3.4 No Effect On Member Police Powers

Nothing in this Agreement shall be deemed to limit the exercise of a Member’s police or regulatory powers as may be required or allowed by law. The Members confirm that the SWMA Board has no local solid waste collection authority within each Member’s jurisdiction, unless SWMA enters a separate contract with a member or members. However, the SWMA Board will have a central role in developing the Comprehensive Solid Waste Management Plan and exercising flow control to effect the objectives of that Plan. In addition, the SWMA Board may comment on proposed changes by Members to their solid waste collection plans where such changes could affect the amount, timing or characteristics of solid waste to be handled in the SWMA System.

Section 3.5 SWMA Board

3.5.1 Composition. The Board of Directors for the SWMA shall consist of one Director from each Member. A Director shall be appointed by and from each Member, and shall be an elected official of the Member.

3.5.2 Alternate Director. Each Member shall appoint an Alternate Director to serve when the Member’s Director is not available. The Alternate Director is not required to be an elected official of the Member.

3.5.3 Composition. The Board of Directors for the SWMA shall consist of one Director Director shall be appointed by and from each MemberDirector Removal. The Director and alternate Director of each Member appointed to the SWMA Board shall serve at the will and discretion of the legislative body of that Member. Any Member may remove its Director or Alternate Director from the SWMA Board at any time. In the event that a Member’s Director or Alternate Director is so removed, is no longer qualified to serve on, or otherwise departs from the SWMA Board, that Member’s legislative body shall promptly appoint a new Director or Alternate Director to the SWMA Board. It is the Members’ intent that a representativeDirector on the SWMA Board will represent his or her Member local government in voting and acting as a SWMA Board member.

3.5.4 Joint Representation. It is the Members’ intent that a representative on the SWMA Board will represent his or her Member local government in voting and acting as a SWMA Board member. Upon request to, and approval by the Board, one or more Members may agree to be represented at SWMA by another Member’s Director (a “representative Director”). A representative Director shall be an elected official. Such an agreement shall be in writing and approved by a Member’s legislative authority.

3.5.5 Local government representationGovernment Representation. The Members hereby agree that legislative oversight by their respective local governments shall not be required for any SWMA Board decisions in the management and operation of the SWMA System, except as expressly provided herein. SWMA Board membersDirectors shall represent the interests of their respective local governments in carrying out their responsibilities to act in the best interests of the SWMA.

Section 3.6 SWMA Voting

3.6.1 Procedures and voting. A Member’s alternate Director shall vote in place of that Member’s Director when the Director is absent or unavailable or when the Director position is vacant; provided, an alternate Director shall not participate in super majority votes. The SWMA Board shall establish procedures for conducting its meetings consistent with Roberts Rules of Order or other rules deemed appropriate, and its decisions shall be by a majority vote except when a super majority vote is required, as provided below.

3.6.2 Majority Voting. Each action of the SWMA Board shall be by majority vote, or by super majority vote under Section 3.6.2.3.6.3. A majority vote shall consist of the votes of Directors (or alternative or representative Directors) representing

A) the votes of Directors (or alternative Directors) representing at least forty-five percent (45%) of the total population of all Members; and

B) the votes of a majority of all Members.

3.6.3 Super Majority Votes. A supermajority vote shall consist of the votes of Directors (or representative Director who is an elected official) representing

A) the votes of Directors (or alternative Directors) representing at least forty-five percent (45%) of the total population of all Members; and

B) the votes ofa minimum of sixty percent (60%) of all Members.

3.6.4 Super Majority Actions. The following actions shall require a super majority vote by the SWMA Board

A) Approval or amendment of the Plan;

B) Revisions to the Articles of Incorporation or Bylaws or dissolution of the SWMA non-profit corporation;

C) Issuance of bonds or other indebtedness;

D) Establishment of tipping fees and rates;

E) Establishment of any payment requirements directly from Members, in addition to Tipping Fees for use of the SWMA System;

F) Employment of an executive director;

G) Approval of contracts [all?; ≥ a fixed or variable amount]; > a contract providing for SWMA expenditures in excess of $100,000

H) Member removal; and

I) Member addition; andprovided, initial membership shall not require super majority approval.

J) Dissolution.

3.6.5 Member Population. For purposes of this Section 3.6, a Member’’s population shall be determined from information maintained by the State of Washington Office of Financial Management (or successor agency) as of December 31 of the calendar year before the year in which a vote is taken.

Section 3.7 Local Government Review and Comment

The SWMA Board shall, in a timely manner, solicit the review and comment by its Member local governments and the SWAC of proposed changes in Comprehensive Solid Waste Management Plan, annual budgets and annual capital programs. The SWMA Board shall consult with a Member local government on any specific Joint Facility capital project proposed within the Member jurisdiction prior to approving the final design for such project.

Section 3.8 Committees

The SWMA Board may form and convene committees and advisory bodies as it deems appropriate for Member review and comment, public input, efficient staff and Board work, and other purposes.

Section 3.9 Books and Records

Any Member of the SWMA Board or a representative of such Member may examine the books and records of any Member or of SWMA that relate to the Joint Facilities, to the administration thereof, or this Agreement. After provision of reasonable notice, such books and records may be examined at the Member’s sole expense at any reasonable time during SWMA business hours or of that of the Member subject to examination. The SWMA Board may appoint an auditor or accountant to review any such books and records and the costs of such review shall be charged to SWMA which in turn may include such costs as a Joint Facilities Maintenance and Operations Expense.

Article IV
SWMA FINANCE

Section 4.1 SWMA Rates & Charges

The SWMA shall establish rates and collect Tipping Fees for solid waste transfer, disposal and recycling that will be at least sufficient to pay the expenses of maintenance and operation of the SWMA System and will meet the principal, interest and coverage requirements and other bond covenants of all obligations issued by the SWMA or by a Member on behalf of the SWMA that are related to improvements and extensions to the SWMA System and that constitute a charge upon the revenue of such system.

Section 4.2 Member Covenants to Exercise Flow Control and Make Payments

4.2.1 Covenants to exercise flow control. In consideration for the SWMA and operating the Joint Facilities and as a condition for use thereof and service therefrom, each Member irrevocably covenants, obligates and binds itself to direct solid waste collected within or subject to its jurisdiction to transfer, disposal and recycling facilities designated by the SWMA pursuant to the Comprehensive Solid Waste Management Plan.

4.2.2 Covenants to make payments. In addition, each Member irrevocably covenants, obligates and binds itself to pay any additional payments, in addition to Tipping Fees, required of all Members pursuant to a super majority vote of the Board.

Section 4.3 Member Covenants to Maintain Charges

Each Member irrevocably covenants and agrees to establish rates and collect fees for solid waste collection in the case of a Member’s operation of or contract for a collection system within its jurisdiction, or otherwise collect fees and taxes that will be at least sufficient to pay any Tipping Fees or direct charges established by the SWMA and to pay the other maintenance and operation expenses of their respective local solid waste collection systems.

Section 4.4 Member Bonds

On and after the effective date of this Agreement, no Member shall issue any debt secured by existing or future Tipping Fees, Joint Facilities, or any other SWMA revenues or assets. However, with the approval of the SWMA Board, a Member may issue such debt on behalf of or for the benefit of the SWMA; or debt secured by revenues from SWMA payments to a Member pursuant to separate contract.

Section 4.5 SWMA Billings and Payments

For any direct charges to the Members that may be adopted by supermajority of the Board, the SWMA shall bill each Member on the first day of each calendar month for charges accrued to the first day of the immediately preceding month, unless already paid as provided in Section 4.1. Each Member shall pay such charges so billed by the twentieth day of the month such bill is received, after which time such billing shall be delinquent. Charges omitted in one month may be billed in the following months. Delinquent charges shall accrue interest on the unpaid balance at a rate, and pursuant to policy, to be established from time-to-time by the Board.

Section 4.6 Taxes

In recognition of the SWMA as a public entity, the Members shall not impose any tax on the gross receipts of the SWMA. Each Member, however, may levy a gross receipts tax on its own solid waste collections and other non-SWMA solid waste operations in its jurisdiction, including receipts representing funds collected to pay any direct charge to the Members that may be adopted by the SWMA.

Section 4.7 Administrative and Treasury Services

4.7.1 Interim Services. For an interim period of up to one year, SWMA will enter into an Administrative and Treasury Services Contract with Spokane County to provide for Spokane County to provide administrative and treasury services to SWMA for an initial period of time. Within the first year of its incorporation the SWMA shall, in its sole discretion, decide how to operate and maintain the administrative and treasury services through, either through its own staff or through a contract or contracts with others, including any of the Members.

4.7.2 Separate Funds. The SWMA Board shall control and direct the disposition of all SWMA funds and monies. Spokane County and any successor contractor shall establish a separate fund to hold SWMA funds, establish special accounts within the SWMA Fund, and keep separate and adequate books and records of the same, all as required by law and regulations of the State Auditor and as the SWMA Board may direct. The contractor shall also be responsible for investment of SWMA funds consistent with the investment policy adopted by the SWMA Board.

Section 4.8 SWMA Budgeting

4.8.1 Annual SWMA budget.

A) By each June 1, the SWMA Board shall notify each Member of its proposed budget and capital improvement program for the Joint Facilities showing its estimate of the debt service and reserve requirements for debt obligations incurred to finance the SWMA System. Each Member shall furnish SWMA with its recommendations and comments by July 31. Thereafter SWMA shall adopt its final annual budget and capital improvement program for the forthcoming calendar year on or before August 31. Subject to adjustment as provided in this subparagraph, any direct charges to the Members over and above Tipping Fees shall be based on the final budget.

B) By March 1 of each year, SWMA shall determine and notify the Members of the actual debt service and reserve requirements of the SWMA Debt, the actual Joint Facilities Maintenance and Operation Expenses, the actual requirements for SWMA contract obligations and any other payment requirements for the immediately preceding calendar year, or part thereof, covered by this Agreement.

C) The annual schedule of budget events is summarized as follows:

March 1^st	Notice of previous year’s reconciliation
March 15^th	Preliminary solid waste generation estimate for next calendar year provided by SWMA
April 15^th	Members respond to preliminary solid waste generation for next calendar year
May 1^st	SWMA provides final solid waste generation estimate for next calendar year
June 1^st	SWMA provides proposed budget, Tipping Fee levels and capital improvement program for next calendar year
July 31^st	Members and public comment on proposed SWMA budget, Tipping Fee levels and capital improvement program for next calendar year
August 31^st	SWMA adopts budget and capital improvement program for next calendar and advises Members of Tipping Fees and any direct charges to Members to take effect January 1^st

D) To respond to special circumstances, the SWMA Board shall have the authority to amend the annual budget schedule in a given year.

4.8.2 SWMA Joint Facilities budget adjustments. The SWMA shall operate within its annual budget. Should debt service and reserve requirements for the SWMA debt, or Joint Facilities Maintenance and Operation Expenses, or contract requirements increase above budget estimates, or should the money in the operations account or capital account of the SWMA be insufficient to meet and pay those requirements and expenses in that calendar year, the SWMA may amend its budget and increase the Tipping Fees or direct charges to the Members after first submitting the proposed budget amendment and proposed increases to the Members for comment.

Article V
SOLID WASTE TRANSFER, DISPOSAL AND RECYCLING

Section 5.1 SWMA Service Obligation in Service Area

SWMA shall accept all Member solid waste that is approved for delivery to Joint Facilities within the SWMA System, subject to the conditions and limitations established by the SWMA. The SWMA is established to provide solid waste transfer, disposal and recycling services for solid waste generated throughout Spokane County, but it may also accept solid waste from other jurisdictions, provided such acceptance is in accord with the Comprehensive Solid Waste Management Plan for Spokane County.

Section 5.2 Member Obligation to Deliver Flows

Each Member shall enact and enforce such ordinances as necessary to assure solid waste flow control and for delivery of solid waste collected by its Local Collection System, or within its jurisdiction, to the SWMA System. Each Member shall direct solid waste to such locations in the SWMA System and pursuant to procedures and other terms and conditions as may be established by the SWMA Board and in accordance with the Comprehensive Solid Waste Management Plan for Spokane County. Except as otherwise provided by law, a Member shall not direct solid waste generated in its jurisdiction to an agency other than SWMA; a SWMA contractor, designated for such purposes; or, without the consent of the SWMA Board.

Section 5.3 SWMA System Capacity

5.3.1 Annual solid waste predictions. The SWMA Board shall annually provide to the Members by March 15^th a preliminary estimate of solid waste that is expected to be generated within each Member local government based on data relating to population and employment, and economic development Each Member, within thirty (30) days of receipt of the estimate, shall a) estimate and provide to SWMA the expected building activity within its jurisdiction for the following calendar year based on plats and/or building permits approved or pending immediate approval and b) provide to SWMA any other information that it would like SWMA to consider in establishing a final estimate of the transfer, disposal and recycling capacity available during the following calendar year. After receiving such comments and information from the Members, the SWMA Board shall publish a final estimate no later than each May 1st identifying the total estimated capacity available for the following year in the SWMA System and the percentage of such capacity expected to be utilized during such year.

5.3.2 No default. The SWMA shall not be in default of its obligations under this Agreement or any other intergovernmental contract in the event that the SWMA Board determines that insufficient capacity exists to accept, transfer, dispose, or recycle all solid waste generated within the Members’ jurisdictions, despite using best efforts to develop sufficient capacity. The existence of a capacity constraint or the unavailability of additional capacity shall not excuse or reduce any Member’s obligation to exercise flow control or to make any required payments to the SWMA under this Agreement.

Section 5.4 Member Options in the Event of Capacity Constraint

5.4.1 In the event that the SWMA Board limits additional solid waste generated within the Member’s jurisdiction to the SWMA System pursuant to Section 5.3, the following exclusive remedies are available to the Members, but only for the duration of such limitation.

A) A Member may deliver additional solid waste to an agency other than the SWMA System for transfer, disposal or recycling; and

B) A Member may develop its own solid waste facilities for transfer, disposal or recycling; provided that such facilities are sized no larger than reasonably necessary to serve customers during the expected duration of the capacity constraint in the SWMA System.

5.4.2 The foregoing remedies are the exclusive remedies available to a Member as to the SWMA and the other Members in the event of an SWMA System capacity constraint, except that the Members shall not be limited to such exclusive remedies in the event the SWMA is in default of its obligations under this Agreement.

Section 5.5 Commitment to Support Waste Reduction

As early as practical, but in no event later than one year after consolidation, the SWMA Board will develop economic and other incentives that assist individual Members to implement rates and other incentives to reduce the generation of solid waste in their respective jurisdictions and throughout the County.

Section 5.6 Integral Involvement of SWAC

5.6.1 The SWAC will be integrally involved in developing plans for SWMA facilities, amendments to the Spokane County Comprehensive Solid Waste Management Plan and economic and other incentives for the reduction of solid waste generation throughout the County.

5.6.2 In order to encourage the broadest participation by the SWAC, the SWMA will take steps to expand the membership beyond the minimal number and representative membership prescribed under RCW 70.95.165 by suggesting a broad membership for appointment by the Spokane County Board of Commissioners.

5.6.3 The primary responsibilities of the SWAC are to provide both technical and policy advice to the SWMA in the development of the Comprehensive Solid Waste Management Plan, development of facilities for transfer, disposal and recycling of solid waste, and economic and other incentives for the reduction of waste generation throughout the County.

5.6.4 The SWAC will be responsible for its own internal organization, but it is anticipated that as part of its work the SWAC will create standing technical advisory committees to review specific issues that come before them and to assist the SWMA in its deliberations.

5.6.5 The SWAC costs and fees, including costs and fees relating to Solid Waste Management Plan amendments, adoption and implementation, shall be included as SWMA Joint Facilities Maintenance and Operation Expenses.

Article VI
SWMA COOPERATION IN MANAGEMENT & DEVELOPMENT
OF SOLID WASTE FACILITIES

Section 6.1 Responsibility for Joint Facilities and Local Systems

6.1.1 Joint Facilities. The SWMA shall in its sole discretion determine the name, location, and time of construction of any SWMA Joint Facilities. The SWMA shall maintain through responsible insurers including insurance pools public liability insurance for Joint Facilities operations and responsibilities in accordance with industry standards.

6.1.2 Local Systems. The Members shall maintain and operate their respective local collection systems and facilities in accordance with high engineering standards and in conformity with the standards established by the state and federal agencies having jurisdiction over them. The Members shall secure and maintain with responsible insurers including insurance pools all such insurance as is customarily maintained with respect to solid waste systems and facilities of like character against loss of or damage and other liability to the extent that such insurance can be secured and maintained at reasonable cost.

6.1.3 Closed Landfills. SWMA shall include within its system of rates and charges, such amounts as maybe necessary to provide funding to Spokane County for the ongoing closure and post-closure operation, maintenance and monitoring of a Closed Landfill consistent with closure and post-closure plans in existence at the time of this Agreement. Except as otherwise provided in this Section 6.1.3, SWMA shall have no responsibility for any cost, expense or liability for environmental clean-up and/or damages at or caused by a Member’s Closed Landfill or other landfill or a closed or other landfill within a Member’s jurisdiction. Provided, nothing in this Section 6.1.3 shall limit SWMA’s authority and responsibility (if any) for solid waste handling under SWMA management and control.

6.1.4 Liability. Any liability incurred by the SWMA as a result of the operation of the SWMA System shall be the sole liability of the SWMA and any liability incurred by a Member as a result of the operation of its local collection systems and facilities shall be the sole liability of that Member.

Section 6.2 Relationship to Local Planning

The Plan shall be consistent with and responsive to solid waste management plans adopted both individually and collectively by the Members at the time this Agreement is adopted and whenever the Plan is amended. Future solid waste management plans proposed individually or collectively by the Members that affect solid waste transfer, disposal and recycling shall be offered to the SWMA Board for review and comment regarding their relationship to current SWMA plans prior to their adoption. Before adopting any new or modified solid waste management plan to be integrated with the Comprehensive Solid Waste Management Plan for the County, each Member shall forward any such plan proposal to the SWMA Board and to the SWAC for review and comment prior to the Plan being processed consistent with Chapter 70.95 RCW.

Section 6.3 Member Commitments to Assist SWMA

To the extent legally feasible, each Member agrees to give good faith consideration to SWMA requests for necessary zoning, land use, eminent domain proceedings and other permits and approvals to implement the Plan. In the event that a Member completes an eminent domain proceeding for the benefit of the SWMA to secure property or property rights for Joint Facilities, the SWMA shall compensate the Member for its expenses and for just compensation paid for such property and property rights.

Article VII
STATE ENVIRONMENTAL POLICY ACT

Section 7.1 Coordination of Environmental Review & SEPA Requirements

The Members and the SWMA are obligated to identify and consider environmental impacts, alternatives and mitigation measures in the development of plans, programs and facilities relating to solid waste management. The State Environmental Policy Act, Chapter 43.21C RCW, and the regulations and ordinances promulgated under it (“SEPA”), establishes procedures for preparing environmental documents and obtaining input from citizens and agencies, and requires identification of a lead agency to prepare the environmental documents and administer the environmental review process. SEPA also requires agencies to integrate environmental review at the earliest time in the decision making process to ensure that planning and decisions reflect environmental values. The Members agree that it is generally in the public interest for the SWMA to directly manage environmental review of SWMA proposals and actions to assure the early consideration of environmental factors.

For purposes of this Article VI, “action” has the meaning given it in WAC 197-11-704, and “proposal” has the meaning provided in WAC 197-11-784.

Section 7.2 SEPA Compliance

7.2.1 SWMA as an Agency under SEPA. The SWMA shall fulfill the responsibilities of an agency pursuant to SEPA in connection with all proposals and actions which it undertakes. By carrying out the responsibilities of an agency under SEPA, the SWMA shall satisfy any SEPA obligations that apply directly to the SWMA as well as any that may apply to indirectly due to SWMA acting on a Members’ behalf.

7.2.2 Procedural Responsibilities as Lead Agency. With respect to SWMA proposals and actions, the SWMA shall carry out the Members’ lead agency procedural responsibilities under SEPA, including the procedural functions of a “lead agency” under SEPA, WAC 197-11-758. This includes, without limitation, authority to adopt agency SEPA rules, to establish an administrative appeals process, to enter into lead agency agreements pursuant to WAC 197-11-944, and to appoint a “responsible official.” However, the Members retain their legal authority to assert lead agency status for projects located within their respective jurisdictions as permitted under SEPA, including, for example, by WAC 197-11-340(2)(e) and 197-11-948.

Section 7.3 Retention of Substantive Authority

The SWMA’s authority under this Article VII is to implement the procedural requirements of SEPA for SWMA proposals and actions. The Members retain their respective substantive authorities to condition or deny such proposals and actions in their respective jurisdictions as part of their zoning, land use, SEPA, or other permitting processes. In addition, pursuant to its responsibility under Chapter 70.95 RCW, the County retains its lead responsibility for the Spokane County Comprehensive Solid Waste Management Plan.

Article VIII
LEGAL RELATIONS

Section 8.1 Effective Date & Term of Agreement

8.1.1 Effective date. This Agreement shall become effective on the first date when all of the following events have occurred: A) the Agreement has been executed by those Members choosing to join [specify a date?, e.g., by October 3, 2011]; and B) the Agreement has been filed with the Spokane County Auditor pursuant to RCW 39.34.040.

8.1.2 Duration. Commencing on the effective date specified above, this Agreement shall be for a term of thirty-five (35) years or such longer period as any SWMA Debt is outstanding or the payment thereof is not fully provided for, secured and funded.

Section 8.2 Member Withdrawal and Removal

8.2.1 Withdrawal. Any Member, upon at least two (2) yearyears’s written notice to the Board, may individually withdraw from the obligations of this Agreement with the consent of all of the other Members, which consent shall not be unreasonably withheld, after all of that Member’s proportionate share of SWMA Debt is retired or payment thereof is fully provided for, secured and funded, and the remaining Members shall continue to be bound by this Agreement as it may be amended.

8.2.2 Removal. Any Member may be removed from SWMA upon: A) the final action on a dispute under Section 8.6; and, B) the Member’s non-compliance with the order and/or judgment arising out of the dispute. A Member shall be given no less than sixty (60) days written notice of the SWMA Board’s consideration of a Member’s removal. The Member shall have a right to be heard by the SWMA Board prior to action on the Member’s termination. Upon termination of a Member by the SWMA Board, the Member shall remain subject to that Member’s proportionate share of SWMA Debt incurred by SWMA incurred prior to the sixty (60) day notice provided by this Section 8.2.2.

Section 8.3 Addition of New Members

8.3.1 Upon the incorporation of anyA city not joining SWMA as a Member prior to October 3, 2011, or new city incorporating within the County, that city, upon at least one hundred eighty (180) days’ written request to the Board, shall be automatically added as a Member to this Agreement and as a member of the Board of the SWMA.

8.3.2 However, anyAny Member city or the County that has previously withdrawn from the SWMA, shall only be added as a new Member with the consent of alla super majority of the other Members, which consent shall not be unreasonably withheld.

Section 8.4 Amendment of Agreement and Organization

This Agreement may be amended with the approval of the legislative bodies of the Members. The SWMA may be converted from a non-profit corporation, with the approval of the legislative bodies of the Members, into a separate municipal corporation if and as permitted by law. Upon the creation of such a separate municipal corporation, all SWMA rights and obligations under this Agreement shall transfer to that new municipal corporation.

Section 8.5 Notice

Notices required to be given to Members shall be deemed given when served on the respective City Clerks and the Clerk of the Board of County Commissioners. When members of the SWMA Board must be notified, notice to one Director thereof from each Member shall be sufficient compliance, but reasonable efforts shall be made to give notice to every alternate Director as well.

Section 8.6 Resolution of Legal Disputes

8.6.1 Exclusive Process. To effect a quick and efficient resolution of legal disputes that may arise under this Agreement, the Members establish the following procedure. All claims or disputes concerning the interpretation or application of this Agreement or breach thereof (“Dispute”) shall be decided exclusively by the following dispute resolution procedure unless all Members agree in writing otherwise. This dispute resolution procedure applies only to disputes of a legal nature that arise under this Agreement, and shall not be construed to apply to legislative or policy matters that are within the discretion or authority of the SWMA Board or individual Members.

8.6.2 Notice of Dispute. Each Member shall use its best efforts to resolve issues prior to giving Notice of Dispute and invoking the procedures set forth in this Section. In the event that any Member is not satisfied with the results of the resolution, that Member, acting through its representative on the SWMA Board, shall give prompt written notice of any Dispute to SWMA. If the Dispute is between Members, the notice shall provide a copy of the notice to the other Members’ representatives on the SWMA Board, with a copy to the SWMA Executive Director. This notice, herein referred to as a “Notice of Dispute,” shall clearly state the subject matter of the unresolved issues and the relief requested.

8.6.3 Level I. Within ten (10) working days of receipt of a Notice of Dispute, each Member’s representative on the SWMA Board shall designate a representative and the designated representatives shall meet and confer and attempt to resolve the Dispute for a period not to exceed five (5) working days. If the Dispute is not resolved at the close of the Level I meeting, the designated representatives shall prepare before adjournment of the meeting a written memorandum summarizing the matters that remain at issue.

8.6.4 Level II. If the Dispute is not resolved within 48 hours of the close of the Level I meeting, each designated representative shall meet with that Member’s representative on the SWMA Board to discuss the Dispute and the memorandum. Within ten (10) working days of the close of the Level I meeting, the designated representatives of the Members shall meet and confer and attempt to resolve the Dispute for an additional period not to exceed five (5) working days. Attendance by SWMA Board members at the Level II meeting is optional. If the Members are not able to resolve the Dispute in the Level II meeting, the designated representatives shall discuss the use of mediation, arbitration, or other alternative dispute resolution process before concluding the Level II meeting.

8.6.5 Documentation. The terms of the resolution of all Disputes concluded in Level I or II meetings shall be memorialized in writing and signed by each Member’s representative on the SWMA Board, and a SWMA Board representative.

8.6.6 Level III. If the Dispute is not resolved within 48 hours of the close of the Level II meeting, then A) the Members may mediate the issue; B) the Members may submit the dispute to arbitration as provided in Section 8.6.7; or C) SWMA or any Member may commence a civil action to resolve the Dispute, unless the Parties agree otherwise in writing. Mediation and arbitration shall require the prior written consent of SWMA and Member(s) involved with the Dispute.

Section 8.7 Arbitration.

A) 8.7.1 Arbitration shall be governed by the laws of the State of Washington, including Chapter 7.04A RCW, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Provided, the American Arbitration Association shall not administer or otherwise have any involvement in arbitration matters.

B) 8.7.2 All arbitrated disputes shall be heard and decided in Spokane County by one arbitrator selected by the Parties. If the Parties are unable to select an arbitrator, the presiding judge of SkagitSpokane County shall select an arbitrator from a list of three (3) arbitrators, each list submitted by a Party.

C) 8.7.3 There shall be no consolidation of any arbitration with any other arbitration involving, arising from, or relating to this Agreement, except as otherwise agreed in writing by the Parties.

8.7.2 8.7.4 Any Dispute shall be limited to the interpretation and application of this Agreement and may not impair the contract and debt obligations of SWMA or the powers of SWMA to fix the budget for and determine the methods used in the management of the Joint Facilities.

8.7.3 8.7.5 Costs and Fees. In the event suit or action or arbitration is instituted to enforce any right granted herein, each Member shall be responsible for payment of its own attorney fees and costs. SWMA attorney fees and expenses shall be a Joint Facilities Maintenance and Operation Expense.

Section 8.8 Member Obligation Pending Resolution of Disputes

The initiation or existence of a dispute between the Members or between one or more Members and the SWMA arising out of or relating to this Agreement shall not relieve or authorize the deferral of the Members’ duty to exercise flow control of solid waste or make payments to the SWMA as provided herein.

Section 8.9 Survival of Obligations

The Members’ obligations under Section 8.2 of this Agreement shall survive the expiration or earlier termination of this Agreement.

Section 8.10 Interpretation of Agreement

8.10.1 Governing law. This Agreement shall be governed by the laws of the State of Washington. The exclusive jurisdiction and venue for any lawsuit between the Members arising out of this Agreement shall be in Spokane County Superior Court.

8.10.2 Assignment. This Agreement shall be binding on each Member and the successors to them and may not be assigned in any respect without the consent of all Members.

8.10.3 Third party beneficiaries. The Members expressly do not intend to create any right, obligation or liability, or promise any performance, to any third party. The Members have not created any right for any third party to enforce this Agreement.

8.10.4 Severability. It is the belief of the Members that all provisions of this Agreement are lawful. If any covenant or provision of this Agreement shall be finally adjudicated by a court of competent jurisdiction to be invalid or unenforceable, such adjudication shall not affect the validity, obligation or performance of any other covenant or provision, or part thereof, which in itself is valid if such remainder conforms to the terms and requirements of applicable law and the intent of this Agreement. In such event, the Members shall enter into immediate negotiations for the purpose of arriving at a mutually satisfactory replacement of such covenant or provision.

8.10.5 Entire Agreement. This Agreement embodies the Members’ entire agreement on the issues covered by it, except as supplemented by subsequent written agreements that the Parties make. All prior negotiations and draft written agreements are merged into and superseded by this Agreement.

8.10.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be considered for all purposes as an original.

Section 8.11 Waiver

No waiver by any party of any term or condition of this Agreement shall be deemed or construed as a waiver of any other term or condition, nor shall a waiver of any breach be deemed to constitute a waiver of any subsequent breach whether of the same or a different provision of this Agreement.

Section 8.12 Remedies

In addition to the remedies provided by law, this Agreement shall be specifically enforceable by any party.

Article IX
COOPERATION THROUGH CONSOLIDATION PERIOD

Section 9.1 Coordination: SWMA Board & the County and City of Spokane

The Members recognize that, during at least the initial twelve (12) months after the effective date of this Agreement, extraordinary cooperative efforts will be required to coordinate the legal and service obligations of the SWMA System and to complete all of the legal and administrative steps necessary to consolidate SWMA operations.

Section 9.2 Administrative and Treasury Services Contract With Spokane

To provide for an orderly transition of administrative and treasury services, SWMA and Spokane County shall enter into an Administrative and Treasury Services Contract generally in the form set out in Exhibit C. The term of the Administrative and Treasury Services Contract shall commence on the date of Consolidation and terminate six months after the SWMA Board provides notice of termination to Spokane County, which notice shall not be given earlier than December 31, 2011. This Section shall not preclude other contracts with Spokane County at the SWMA Board’s discretion.

Section 9.3 Consolidation Principles and Objectives

The Members shall use their best efforts and work together in good faith to achieve Consolidation by meeting the following objectives:

9.3.1 SWMA. The SWMA shall have been formed; confirmed Section 501(c)(3) status with the Internal Revenue Service, and demonstrated its capability of carrying out its responsibilities under this Agreement.

9.3.2 [. Flow control and Tipping Fees. The MembersEach Member shall have approved and imposed flow control requirements and Tipping Fees, and the proceeds are under the control of and available for use by the SWMA.]

9.3.3 Administrative and Treasury Services Contract. The SWMA and Spokane County shall have entered the Administrative and Treasury Services Contract to take effect upon Consolidation.

9.3.4 Other necessary steps. As determined by the SWMA Board, the Members shall take such other steps and actions as are necessary and appropriate to enable the SWMA to function as a comprehensive management entity for solid waste transfer, disposal and recycling.

Section 9.4 Consolidation Event

When it determines that the Consolidation objectives set out in Section 9.3 have been substantially achieved, the SWMA Board shall adopt a resolution by super majority vote that finds and declares that Consolidation has been achieved. The Members acknowledge that the SWMA Board may make a finding of Consolidation that reflects substantial attainment of the objectives.

Article X
APPROVAL AND EFFECTIVE DATE

Section 10.1 Execution and Approval

10.1.1 IN WITNESS WHEREOF, each Party has caused this Agreement to be signed by its duly authorized officer or representative as of the date set forth below its signature.

10.1.2 Each Member warrants that it is authorized to and has executed this Agreement for and on behalf of the Member.

Section 10.2 Implementation

This Agreement shall take effect and be in force consistent with Agreement Section 8.1.1, but shall otherwise be binding on all Members executing the Agreement on the last of the dates the Agreement has been signed by County and Spokane Valley.

CITY OF AIRWAY HEIGHTSBy

Its:

Date:

Attest:

CITY OF CHENEYBy

Its:

Date:

Attest: By

CITY OF DEER PARKBy

Its:

Date:

Attest: By

CITY OF FAIRFIELDBy

Its:

Date:

Attest: By

CITY OF LATAHBy

Its:

Date:

Attest: By

CITY OF LIBERTY LAKEBy

Its:

Date:

Attest: By

CITY OF MEDICAL LAKEBy

Its:

Date:

Attest: By

CITY OF MILLWOODBy

Its:

Date:

Attest: By

CITY OF ROCKFORDBy

Its:

Date:

Attest: By

CITY OF SPANGLEBy

Its:

Date:

Attest: By

CITY OF SPOKANE VALLEYBy

Its:

Date:

Attest: By

SPOKANE COUNTYBy

Its:

Date:

Attest:

CITY OF WAVERLYBy

Its:

Date:

Attest: By

CITY OF SPOKANEBy

Its:

Date:

Attest: By

Exhibit A

ARTICLES OF INCORPORATION

of the

SPOKANE REGIONAL SOLID WASTE MANAGEMENT ALLIANCE

The undersigned, to form a nonprofit corporation under the provisions of the Nonprofit Miscellaneous and Mutual Cooperation Act (Chapter 24.06 of the Revised Code of Washington), as amended, hereby submit the following Articles of Incorporation.

Article 1. Name

The name of the corporation shall be the Spokane Regional Solid Waste Management Alliance (the “Corporation”).

Article 2. Duration

The Corporation shall have perpetual existence.

Article 3. Purposes and Powers

Section 3.1 Purposes.

3.1.1 This Corporation is organized exclusively for one or more of the purposes specified in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The Corporation shall exist for the primary purpose of providing for the services and construction necessary to develop and manage joint use facilities in response to the current and future Comprehensive Solid Waste Management Plan for Spokane County The Corporation was created pursuant to that certain Interlocal Cooperation Act Agreement for Solid Waste Transfer and Disposal by the SWMA, dated _________________, 2011, by and between the City Airway Heights, Washington (“Airway Heights”), the City of Cheney, Washington (“Cheney”), the City of Deer Park, Washington (“Deer Park”), the City of Fairfield, Washington (“Fairfield”), the City of Latah, Washington (“Latah”), the City of Liberty Lake, Washington (“Liberty Lake”), the City of Medical Lake, Washington (“Medical Lake”), the City of Millwood, Washington (“Millwood”), the City of Rockford, Washington (“Rockford”), the City of Spangle, Washington (“Spangle”), the City of Spokane, Washington (“Spokane”), the City of Spokane Valley, Washington (“Spokane Valley”), the City of Waverly, Washington (“Waverly”) and Spokane County, Washington

3.1.2 In furtherance of such purposes, this Corporation shall have all power available under Chapters 24.06, Chapter 39.34, 35.21 and 36.58 RCW, to include and not be limited to the following purposes and powers:

(A) implement and otherwise effectuate the Agreement;

(B) administer property, including without limitation, selling, leasing, exchanging or otherwise distributing real and personal property;

(C) contract for services and work and enter into other legal instruments binding the Corporation or provide for benefits to be secured by the Corporation;

(D) aid, support, and assist by contributions or otherwise, other organizations organized and operated exclusively for purposes specified in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, no part of the net earnings of which inures to the benefit of any private shareholder or individual, and no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation; and

(E) engage in any and all lawful activities which may be necessary, useful or desirable for the furtherance, accomplishment, fostering or attainment of the foregoing purposes, either directly or indirectly and either alone or in conjunction or cooperation with others, whether such others be persons or organizations of any kind or nature, such as corporations, firms, associations, trusts, institutions, foundations, or governmental bureaus, departments, or agencies.

Section 3.2 General Corporate Powers.

In general, and subject to such limitations and conditions as are or may be prescribed by law, these Articles of Incorporation or the Corporation’s Bylaws, the Corporation shall have all powers which now or hereafter are conferred by law upon a corporation organized for the purposes set forth above, are necessary or incidental to the powers so conferred, or are conducive to the attainment of the Corporation’s purposes.

Article 4. Limitations

Section 4.1 Exercise of Authority.

All of the purposes and powers of the Corporation shall be exercised in such manner that the Corporation shall qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law, and that contributions to the Corporation shall be deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue law.

Section 4.2 Political Affairs.

No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise permitted by an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue law. The Corporation shall not participate in, nor intervene in any political campaign, including the publishing or distribution of statements, on behalf of or in opposition to any candidate for public office.

Section 4.3 Internal Revenue Code Compliance.

Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal and state income taxes under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue law.

Section 4.4 Restrictions on Distributions.

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members (if any), directors, trustees, officers, or other private persons, except that the Corporation is authorized or empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.

Article 5. Dissolution

Upon the winding up and dissolution of the Corporation, the assets of the Corporation remaining after payment, or provision for payment, of all debts and liabilities of the Corporation, shall be distributed proportionately to the Members of the SWMA in such a manner as to best accomplish the goals of the Corporation as provided in a plan of final liquidation and dissolution as may be approved by the Corporation’s Board of Directors. If, however, (i) such distribution would not be in compliance with Section 501(c)(3) of the Internal Revenue Code of 1986; (ii) no such governmental entity or municipal corporation is willing or able to accept the distribution; or (iii) if such distribution is not otherwise possible, then the distribution shall be made to an organization or organizations recognized as exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue law (to be used exclusively to accomplish the purposes for which this Corporation is organized) as may be provided in a plan of final liquidation and dissolution approved by the Corporation’s Board of Directors.

Article 6. Members

The qualifications of members, the property, voting and other rights, privileges, and responsibilities of members shall be set forth in the Bylaws.

Article 7. Directors

Section 7.1 Management.

The management of the Corporation shall be vested in a Board of Directors pursuant to the Nonprofit Miscellaneous and Mutual Cooperation Act, these Articles of Incorporation and the Corporation’s Bylaws. The Board shall consist of directors and alternate directors. The powers, duties, number, qualifications, terms of office, manner of election, time and criteria for removal, and time and place of meetings of the directors and alternate directors shall be as set forth in the Bylaws of the Corporation.

Section 7.2 Initial Directors.

The names and addresses of the persons who are to serve as the initial directors of the Corporation are as follows:

Name	Address	Jurisdiction

For purposes of these Articles of Incorporation, and unless the context otherwise clearly indicates, the term “director” shall include both directors and alternate directors.

Article 8. Director Liability Limitations

Section 8.1 No Director Liability.

A director shall have no liability to the Corporation for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct by the director, or for any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled. If the Nonprofit Miscellaneous and Mutual Cooperation Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the full extent permitted by the Nonprofit Miscellaneous and Mutual Cooperation Act, as so amended without need for further amendment of these Articles by the Corporation’s Board of Directors. Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification for or with respect to an act or omission of such director occurring prior to such repeal or modification.

Section 8.2 No Personal Liability.

Directors of the Corporation shall not be personally liable to the Corporation or its members, if any, for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, where the director votes or assents to a distribution which is unlawful or violates the requirements of these Articles of Incorporation, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled.

Article 9. Indemnification

Section 9.1 Right to Indemnification.

Each person who was, or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer, he or she is or was serving at the request of the Corporation as a director, director, officer, employee or agent of another corporation or of a Membership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (whether the basis of such proceeding is an alleged action in an official capacity as a director, trustee, officer, employee or agent or in any other capacity while serving as a director, trustee, officer, employee or agent), shall be indemnified and held harmless by the Corporation, to the full extent permitted by applicable law as then in effect, against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; however, except as provided in Section 9.2 with respect to proceedings seeking solely to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section 9.1 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; however, the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 9.1 or otherwise.

Section 9.2 Right of Claimant to Bring Suit.

If a claim for which indemnification is required under Section 9.1 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for expenses incurred in defending a proceeding in advance of its final disposition, in which case the applicable period shall be twenty (20) days, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim. The claimant shall be presumed to be entitled to indemnification under this Article upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the required undertaking has been tendered to the Corporation), and thereafter the Corporation shall have the burden of proof to overcome the presumption that the claimant is not so entitled. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its members, if any) to have made a determination prior to the commencement of such action that indemnification, or the reimbursement or advancement of expenses of the claimant is proper in the circumstances, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its members, if any) that the claimant is not entitled to indemnification or the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled.

Section 9.3 Nonexclusivity of Right.

The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of these Articles of Incorporation, Bylaws, agreement, vote of members, if any, or disinterested directors or otherwise.

Section 9.4 Indemnification of Members.

The Corporation shall hold Corporation members harmless and defend all claims for personal injury or property damage arising out of the Corporation’s activities in the same manner as provided for directors and officers under Sections 9.1, 9.2, and 9.3, and only to the extent that such claims, damages, and injuries are not caused by the negligent act or omission of a member to perform required maintenance or other operations or by any member violation of applicable laws or regulations.

Section 9.5 Insurance, Contracts, and Funding.

The Corporation may maintain insurance at its expense to protect itself and any director, trustee, officer, employee, agent or member of the Corporation or another corporation, Membership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such persons against such expense, liability or loss under the Washington Business Corporation Act, as applied to nonprofit corporations. The Corporation may, without further action of the Corporation’s members, enter into contracts with any director or officer of the Corporation in furtherance of the provisions of this Article and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.

Section 9.6 Indemnification of Employees and Agents of the Corporation.

The Corporation may, by action of its Board of Directors, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of the Corporation with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation or pursuant to rights granted pursuant to, or provided by, the Washington Business Corporation Act, as applied to nonprofit corporations, or otherwise.

Article 10. Bylaws

Bylaws of the Corporation may be adopted by the Board of Directors at any regular meeting or any special meeting called for that purpose, so long as they are not inconsistent with the provisions of these Articles of Incorporation. The authority to make, alter, amend or repeal Bylaws is vested in the Board of Directors and may be exercised at any regular or special meeting of the Board of Directors.

Article 11. Incorporators

The name and address of the incorporators of the Corporation are:

Name	Address	Jurisdiction

Article 12. Registered Office and Agent

The address of the initial registered office of the Corporation shall be _________________________________, Washington 98_______. The name of the initial registered agent of the Corporation at such address shall be _________________.

Article 13. Amendments

These Articles of Incorporation may be amended as allowed by the Washington Non‑profit Corporation Act and pursuant to a unanimous vote of the Board of Directors.

IN WITNESS WHEREOF, the undersigned have signed these Articles of Incorporation:

(Signature)

Print name:

Date:

(Signature)

Print name:

Date:

(Signature)

Print name:

Date:

(Signature)

Print name:

Date:

[add others as appropriate]

CONSENT TO SERVE AS REGISTERED AGENT

I, _____________________, hereby consent to serve as Registered Agent in the State of Washington for the SWMA. I understand that as agent for the corporation, it will be my responsibility to receive service of process in the name of the corporation; to forward all mail to the corporation; and to immediately notify the Office of the Secretary of State in the event of my resignation or of any changes in the registered office of the corporation for which I am agent.

DATED: ________________________________.

(Signature of agent)

Address of Registered Office and Agent:

Exhibit B

BYLAWS

of the

SPOKANE REGIONAL SOLID WASTE MANAGEMENT ALLIANCE

The Board of Directors of the Spokane Regional Solid Waste Management Alliance (the “Corporation”) hereby adopts the following Bylaws:

Article 1. Offices

Section 1.1 Principal Office.

The principal office of the Corporation shall be located at its principal place of business or such other place as the Board of Directors may designate. The Corporation may have such other offices, either within or outside of the State of Washington, as the Board of Directors may designate or as the business of the Corporation may require.

Section 1.2 Registered Office and Agent.

The Corporation’s initial registered office and registered agent shall be as set forth in the Articles of Incorporation. The registered agent and the address of the registered office may be changed by the Board of Directors.

Article 2. Membership

Section 2.1 Members.

The Corporation shall have one class of members consisting the following initial members: the City Airway Heights, Washington (“Airway Heights”), the City of Cheney, Washington (“Cheney”), the City of Deer Park, Washington (“Deer Park”), the City of Fairfield, Washington (“Fairfield”), the City of Latah, Washington (“Latah”), the City of Liberty Lake, Washington (“Liberty Lake”), the City of Medical Lake, Washington (“Medical Lake”), the City of Millwood (“Millwood”), the City of Rockford, Washington (“Rockford”), the City of Spangle, Washington (“Spangle”), the City of Spokane, Washington (“Spokane”), the City of Spokane Valley, Washington (“Spokane Valley”), the City of Waverly, Washington (“Waverly”) and Spokane County, Washington

Members may withdraw pursuant to the provisions of Section 8.2 of the Interlocal Cooperation Act Agreement for Solid Waste Handling, Transfer and Disposal, dated __________, and added pursuant to Section 8.3 of that Agreement.

Section 2.2 No Voting Rights.

Except as expressly provided in this Section 2.2, the Members of the Corporation shall not be members within the meaning of RCWChapter 24.06 RCW and shall not have the authority to manage or vote on any matters related to the business and affairs of the Corporation. Each Member shall have the right to appoint one Director and one Alternate Director to represent such Member on the Board of Directors pursuant to the terms of the Interlocal Cooperation Act Agreement for Solid Waste Handling, Transfer and Disposal, dated _____________. Voting shall be pursuant to Section 3.6 of that Agreement.

Section 2.3 Meetings.

Because Members do not have voting rights and because each Member appoints a representative Director and Alternate Director to the Board of Directors, there shall be no annual or special meetings of the membership.

Article 3. Board of Directors

Section 3.1 General Powers.

The business and affairs of the Corporation shall be managed by a Board of Directors. The actions of the Board shall be consistent with and shall effectuate the terms of that certain Interlocal Cooperation Act Agreement for Solid Waste Transfer and Disposal, dated _____________. (“Agreement”). The Board shall have the power to do, but shall not be limited to, the following:

(A) Acquire, construct, receive, own, manage, lease, sell, and otherwise dispose of real property, personal property, intangible property, and the facilities of the Corporation;

(B) Plan, develop, operate, replace, and maintain the facilities of the Corporation;

(C) Enter into contracts with a Member or other person or entity for goods, services, work, or other benefits to the Corporation;

(D) Borrow money and issue debt instruments or provide for the borrowing of money and issuance of debt instruments;

(E) Receive gifts or grants for the planning, design, development, construction, or operation of the facilities of the Corporation, or for the assets or programs to further the Corporation’s purposes, or for other purposes necessary to carry out the purposes of the Corporation;

(F) Lend money or provide services or facilities to any Member or other governmental utility or governmental service provider in furtherance of the Corporation’s purposes;

(G) Invest Corporate funds;

(H) Sue and be sued;

(I) Hire and fire employees of the Corporation;

(J) Fix salaries, wages and other compensation of officers and employees;

(K) Employ or retain engineering, legal, financial or other specialized personnel and consultants as may be necessary to carry out the purposes of the Corporation;

(L) Impose, alter, regulate, control, and collect rates, charges, and assessments;

(M) Purchase insurance and participate in pooled insurance and self-insurance programs

(N) Indemnify Members, officers, and employees in accordance with applicable law;

(O) Establish policies, guidelines, or rules to carry out the Corporation’s powers and responsibilities;

(P) Convene or appoint committees and advisory bodies as the Board deems appropriate for Member or public review and comment on Corporate matters, efficient staff and Board work, or any other purpose in the best interests of the Corporation and consistent with applicable law;

(Q) Exercise all other powers within the authority of, and that may be exercised individually by all of, the Members with respect to sewage or wastewater conveyance, treatment, disposal, reclamation, reuse, conservation, or other Corporate purposes or functions as set forth in the Agreement; and

(R) Take any other actions as the Board deems necessary to implement a comprehensive plan and to protect and advance the interests of the Corporation, its property and other assets, its Members, and its ratepayers that are consistent with the Agreement, Chapter 39.34 RCW, and other applicable law.

Section 3.2 Number and Types.

The Board of Directors shall consist of one Director from each Member appointed by the legislative body of each Member.

Section 3.3 Qualification and Representation. [Subject to Revision.]

Subsection 3.3.1 ______________________.Director Qualification.

Each Director must be an elected official of the Member that has appointed that Director.

Subsection 3.3.2 Alternate Director.

Each Member shall appoint an Alternate Director to serve when the Member’s Director is not available. The Alternate Director is not required to be an elected official of the Member.

Subsection 3.3.3 Director Removal.

The Director and alternate Director of each Member appointed to the SWMA Board shall serve at the will and discretion of the legislative body of that Member. Any Member may remove its Director or Alternate Director from the SWMA Board at any time. In the event that a Member’s Director or Alternate Director is so removed, is no longer qualified to serve on, or otherwise departs from the SWMA Board, that Member’s legislative body shall promptly appoint a new Director or Alternate Director to the SWMA Board.

Subsection 3.3.4 Joint Representation.

It is the Members’ intent that a representative on the SWMA Board will represent his or her Member . The Alternate Director local government in voting and acting as a SWMA Board member. Upon request to, and approval by the Board, one or more Members may agree to be represented at SWMA by another Member’s Director (a “representative Director”). A representative Director shall be an elected official. Such an agreement shall be in writing and approved by a Member’s legislative authority.

Section 3.4 Appointment of Directors.

Subsection 3.4.1 Initial Directors.

Each initial Director and Alternate Director named in the Articles of Incorporation shall serve until he or she resigns, becomes disqualified to serve as a Director or Alternate Director, or is removed or replaced by the Member that he or she represents.

Subsection 3.4.2 Successor Directors.

Each Director and Alternate Director shall be appointed by the legislative body of the Member that each respective Director and Alternate Director is to represent.

Section 3.5 Vacancies.

A vacancy in a Director or an Alternate Director position shall be filled promptly by the Member who appointed the predecessor Director or Alternate Director. Vacancies may occur or arise by removal, disqualification, or resignation, as described below, or by other means.

Subsection 3.5.1 Removal.

A Director or Alternate Director may be removed at any time by, and at the sole discretion of, the Member that appointed the respective Director or Alternate Director. The removal of a Director or Alternate Director shall constitute a vacancy of that position.

Subsection 3.5.2 Disqualification.

Whenever a Director or Alternate Director is no longer qualified to serve as a Director or Alternate Director pursuant to these Bylaws, that Director or Alternate Director shall cease to be a Director or Alternate Director and his or her position shall be considered vacant.

Subsection 3.5.3 Resignation.

Any Director or Alternate Director may resign at any time by delivering written notice to the Chairperson or the Secretary of the Corporation at the principal office or registered office of the Corporation, or by giving written notice at any meeting of the Board of Directors. Any such resignation shall take effect at the time specified in the notice, or if the time is not specified, upon delivery of the notice. Upon the effective date of the resignation, that position shall be considered vacant. Unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.6 Compensation and Expenses.

Directors and Alternate Directors shall not receive compensation for their service as Directors and Alternate Directors. Consistent with any applicable law, Directors and Alternate Directors may receive reimbursement for expenditures incurred on behalf of the Corporation.

Article 4. Actions of Board of Directors

Section 4.1 Regular Meetings.

Regular meetings of the Board of Directors shall be specified as to the date, time and place for the holding of such regular meetings by the adoption of a resolution of the Board of Directors.

Section 4.2 Special Meetings.

Special meetings of the Board of Directors may be called by or at the written request of the Chairperson or a majority of Directors. Notice of special meetings of the Board of Directors shall be made as set forth in Section 4.5.

Section 4.3 Meetings by Telephone.

Members of the Board of Directors may participate in a meeting of such Board of Directors by means of a conference telephone or similar communication equipment if all persons participating in the meeting can hear each other at the same time and the participation complies with the Open Public Meetings Act, Chapter 42.30,42.30 RCW, as may be amended. Participation by such means shall constitute presence in person at a meeting.

Section 4.4 Place of Meetings.

All meetings shall be held at the principal office of the Corporation or at such other place within the State of Washington designated by the Board of Directors, by any persons entitled to call a meeting, or by a waiver of notice signed by all of the Directors and Alternate Directors.

Section 4.5 Notice of Meetings.

Where notice of a meeting of the Board of Directors is required by the Articles of Incorporation or these Bylaws, such notice shall be given to each Director and Alternate Director in writing or by personal communication with Director or Alternate Director not less than five (5) calendar days before the meeting. Notices in writing may be hand delivered or sent by U.S. mail, or facsimile transmission to the Director or Alternate Director at his or her address shown on the records of the Corporation. Neither the business to be transacted at, nor the purpose of, the meeting need be specified in the notice of such meeting, unless specifically required by the Articles of Incorporation or these Bylaws. If a notice is delivered by mail, the notice shall be deemed effected when deposited in the official government mail properly addressed with postage prepaid. If notice is given by facsimile transmission, the notice shall be deemed effective upon receipt of the facsimile transmission confirmation showing the facsimile transmission was received at the Director’s or Alternate Director’s facsimile number shown on the records of the Corporation. Facsimile transmission of any signed original document, and retransmission of any signed facsimile transmission shall be the same as delivery of an original document. At the request of the Secretary, any person will confirm facsimile transmitted signatures by signing an original document.

Section 4.6 Waiver of Notice.

Subsection 4.6.1 Written Waiver of Notice.

Whenever any notice is required to be given to any Director or Alternate Director under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the waiver of notice of such meeting.

Subsection 4.6.2 Waiver of Notice by Attendance.

The attendance of a Director or Alternate Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director or Alternate Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 4.7 Quorum.

The attendance of a majority of Directors (or their respective Alternate Directors) shall constitute a quorum at any meeting of the Board of Directors. For purposes of these Bylaws, “majority” shall mean a number more than one-half of Members represented by Directors. If a quorum is not present at a meeting, any one Director present may adjourn the meeting.

Section 4.8 Manner of Acting.

The act of the Directors (or their respective Alternate Directors) present at a meeting at which there is a quorum shall be the act of the Board of Directors, when enacted pursuant to the following

Subsection 4.8.1 Procedures and voting.

A Member’s alternate Director shall vote in place of that Member’s Director when the Director is absent or unavailable or when the Director position is vacant., except as provided in Section 4.8.3. The SWMA Board shall establish procedures for conducting its meetings consistent with Roberts Rules of Order or other rules deemed appropriate, and its decisions shall be by a majority vote except when a super majority vote is required, as provided below.

Subsection 4.8.2 Majority Voting.

Each action of the SWMA Board shall be by majority vote, or by super majority vote under Section 4.8.3. A majority vote shall consist of the votes of directors (alternate or representative Directors) representing

(A) the votes of directors (or alternative Directors) representing at least forty-five percent (45%) of the total population of all Members; and

(B) the votes of a majority of all Members.

Subsection 4.8.3 Super Majority Votes.

(A) A supermajority vote shall consist of the votes of Directors (or representative Directors) representing

(A) the votes of Directors (or Representative Directors) representing (1) at least forty-five percent (45%) of the total population of all Members; and

(B) the votes of (2) at least sixty percent (60%) of all Members.

(B) (C) Super Majority Required.

(D) The following actions shall require a two-thirds weighted vote by the SWMA Board:

(E) (1) Approval or amendment of the Plan;

(F) (2) Revisions to the Articles of Incorporation or Bylaws or dissolution of the SWMA non-profit corporation;

(G) (3) Issuance of bonds or other indebtedness;

(H) (4) Establishment of tipping fees and rates;

(I) (5) Establishment of any payment requirements directly from Members, in addition to Tipping Fees for use of the SWMA System;

(J) (6) Employment of an executive director;

(K) (7) Approval of contracts [all?; ≥ a fixed or variable amount]a contract providing for SWMA expenditures in excess of $100,000;

(L) (8) Member removal; and

(M) (9) Member addition; andprovided initial membership shall not require super majority approval.

Subsection 4.8.4 Member Population.

For purposes of this Section 4.8, a Member’’s population shall be determined from information maintained by the State of Washington Office of Financial Management (or successor agency) as of December 31 of the calendar year before the year in which a vote is taken.

Section 4.9 Presumption of Assent.

A Director (or, where authorized by these Bylaws to cast a vote, an Alternate Director) of the Corporation present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless the Director’s or Alternate Director’s dissent or abstention is entered in the minutes of the meeting or the Director or Alternate Director files a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment of the meeting or forwards such dissent or abstention by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director or Alternate Director who voted in favor of such action.

Section 4.10 Open Public Meetings.

Meetings of the Board are subject to the Open Public Meetings Act, Chapter 43.20 RCW. Accordingly, the Board shall ensure that its deliberations are conducted openly and that the actions of the Corporation are taken openly.

Section 4.11 Procedure.

The Board shall conduct its meetings consistent with Robert’s Rules of Order on Parliamentary Procedure, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation, the Agreement, or any resolution of the Board. The Board may adopt additional rules of procedure to govern the conduct of its meetings.

Article 5. Officers

Section 5.1 Officers.

The officers of the Corporation shall be a Chairperson, one Vice Chairperson, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Other officers and assistant officers may be elected or appointed by the Board of Directors, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board of Directors. Any officer may be assigned by the Board of Directors any additional title that the Board of Directors deems appropriate. Any two or more offices may be held by the same person, except the offices of Chairperson and Secretary.

Section 5.2 Election and Term of Office.

The officers of the Corporation shall be elected annually by the Board of Directors. Unless an officer resigns or is removed or replaced, he or she shall hold office until the next annual election by the Board of Directors or until the officer’s successor is elected and assumes the office, whichever is later.

Section 5.3 Vacancies.

A vacancy in any office created by the resignation, removal, replacement, or any other cause may be filled by the Board of Directors for the unexpired portion of the term or for a new term established by the Board of Directors.

Section 5.4 Resignation.

Any officer may resign at any time by delivering written notice to the Chairperson, a Vice Chairperson, the Secretary or the Board of Directors or by giving oral or written notice at any meeting of the Board of Directors. Any such resignation shall take effect at the time specified in the notice, or if the time is not specified, upon delivery of the notice and, unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.5 Removal.

Any officer or agent elected or appointed by the Board of Directors may be removed from office by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 5.6 Chairperson.

The Chairperson shall preside over meetings of the Board of Directors. The Chairperson may sign deeds, mortgages, bonds, contracts or other instruments, except when the signing and execution thereof have been expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the Chairperson shall perform all duties incident to the office of Chairperson and such other duties as are assigned to him or her by the Board of Directors.

Section 5.7 Vice Chairperson.

In the event of the death of the Chairperson or his or her inability to act, the Vice Chairperson shall perform the duties of the Chairperson, except as may be limited by resolution of the Board of Directors, with all the powers of, and subject to, all of the restrictions upon the Chairperson. The Vice Chairperson shall have, to the extent authorized by the Chairperson or the Board of Directors, the same powers as the Chairperson to sign deeds, mortgage, bonds, contracts or other instruments. The Vice Chairperson shall perform such other duties as from time to time may be assigned to him or her by the Chairperson or the Board of Directors.

Section 5.8 Secretary.

The Secretary shall: (a) keep the minutes of meetings of the members and the Board, and minutes which may be maintained by committees of the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the corporation; (d) keep records of the post office address of each member and Director and of the name and post office address of each officer; (e) sign with the Chairperson, or other officer authorized by the Chairperson or the Board, deeds, mortgages, bonds, contracts, or other instruments; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chairperson or the Board.

Section 5.9 Treasurer.

The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws, the Agreement, and applicable law; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Chairperson or the Board.

Section 5.10 Salaries.

The officers shall serve without salary unless they are employees of the Corporation. No officer shall be prevented from receiving a salary by reason of the fact that he or she is a Director or Alternate Director of the Corporation. Consistent with any applicable law, officers may receive reimbursement for expenditures incurred on behalf of the Corporation upon approval of the Board of Directors.

Article 6. Employees

Subject to the other provisions of these Bylaws, the Board of Directors may establish such positions of employment as it deems desirable and shall fix the salaries for such positions; provided, there shall be created and maintained the position of Executive Director. This position shall be responsible for implementing Board policy and for general administration of the Alliance functions.

The Executive Director shall have sole authority to appoint persons to fill other positions created by the Board, or to dismiss or discipline such persons. The appointments shall be based on ability and training appropriate for the position. Except for the purpose of inquiry, the Board and its members shall deal with policy implementation or administrative services solely through the Executive Director and neither the Board nor any of its members shall give directions or orders to employees subordinate to the Executive Director. Nothing in this Article shall prevent the Board from freely and fully discussing with the Executive Director anything pertaining to appointments and removals of subordinate employees.

Article 7. Administrative Provisions

Section 7.1 Books and Records of the Corporation.

The Corporation shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of its proceedings; records of the name and address of each Member, Director, Alternate Director, and officer; and such other records as may be necessary or advisable. All books and records of the Corporation shall be open at any reasonable time to inspection by any Director or Alternate Director.

Section 7.2 Books and Records of Members.

Any Director or a representative of that Director may examine the books and records of any Member which relate to the Corporation (including, but not limited to, the Corporation’s assets, property, facilities, governance, and finance). After provision of reasonable notice, such books and records may be examined at any reasonable time during business hours of that Member. The Board may appoint an auditor or accountant to review any such books and records and the costs of such review shall be charged to the Corporation, which in turn may include such costs as an expense to be shared jointly among all Members.

Section 7.3 Accounting Year.

The accounting year of the Corporation shall be the twelve months ending December 31 of each year.

Article 8. Amendments

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a super majority vote of the Board of Directors.

THE FOREGOING BYLAWS were adopted by the Board of Directors on ___________________________, __________.

Secretary

Exhibit C

ADMINISTRATIVE AND TREASURY SERVICES CONTRACT WITH SPOKANE COUNTY

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Area residents are already paying two to three times over open market cost for a commodity service. Spokane will see if another parade of elected officials scamper away from their duty to help ensure good value for tax and rate payer dollars.

Article I RECITALS

Section 1.2 The Members in this endeavor have concluded that the most efficient and equitable way to come together to operate this new solid waste management entity is to form a non-profit corporation under the authority of RCW 39.34.030(3)(b).

Section 1.4 The Members will exercise control of the new non-profit corporate entity, called the “Spokane Regional Solid Waste Management Alliance” (“SWMA”), through appointment of board members by and from their legislative bodies, who will represent their respective local governments.

Section 1.5 While the County will remain responsible under RCW 70.95.080 for preparing a Comprehensive Solid Waste Management Plan for the County, the Plan will be prepared with the participation of the SWMA Members and an expanded Solid Waste Advisory Committee.

Section 1.6 The SWMA Members will enforce municipal flow control powers to effect the transfer and disposal and recycling components of the Comprehensive Solid Waste Management Plan.

Article II PURPOSE AND SCOPE

2.1.1 The purpose of this Agreement is to provide for a new governance structure to contract for the services and construction necessary to develop and manage new joint use facilities in response to the current and future Comprehensive Solid Waste Management Plan for Spokane County.

2.2.1 that this Agreement is not intended as an instrument to permit one Member to control the solid waste collection services of another Member; and,

2.2.2 that each Member will cooperate to provide the others with access for solid waste transport and transfer to joint facilities.

2.4.1 “Alliance” means the SWMA.

2.4.2 “Closed Landfill” means each of the Spokane County Colbert, Greenacres and Mica landfills.

2.4.3 “Consolidation” means the point at which the SWMA has been formed and is capable of functioning as an independent agency.

2.4.4 “Debt Service” means the principal of, interest on, sinking fund requirements, reserve account requirements and any coverage requirement required by a resolution authorizing the issuance of SWMA debt.

2.4.5 “Executive Director” shall mean the chief executive officer or other person identified by the SWMA Board to be the head of the SWMA.

2.4.6 “Joint Facilities” means transfer, disposal and recycling facilities developed by or under contract to SWMA.

2.4.8 “Local Collection System” means solid waste collection systems that are operated by or under contract with one of the SWMA Members or by a municipality that is not a SWMA Member.

2.4.9 “Plan” means the Comprehensive Solid Waste Management Plan for Spokane County dated September 15, 2009 and as may be amended from time to time.

2.4.10 “SWMA” means the SWMA created by this Agreement, and the non-profit corporation to be created by the Members pursuant to Chapter 24.06 RCW.

2.4.11 “SWMA Board” or “Board of Directors” means the board of directors created pursuant to Chapter 24.03 RCW to manage and oversee the SWMA non-profit corporation.

2.4.12 “SWMA Debt” means any notes, bonds or other obligation of the SWMA issued to finance or refinance improvements, betterments, or extensions to Joint Facilities or any other costs related to the SWMA System.

2.4.13 “SWMA System” means all Joint Facilities that are owned, managed, operated, or controlled by one or more of the Members or by SWMA or that are used or useful in the performance of SWMA’s functions,

2.4.14 “Solid Waste” means solid waste as defined by RCW 70.95.030(22).

2.4.15 “Spokane Regional Solid Waste Management Alliance” or “SWMA” means the non-profit corporation to be created by the Members pursuant to Chapter 24.06 RCW and this Agreement.

2.4.16 “SWAC” means the Solid Waste Advisory Committee mandated under RCW 70.95.165, that will be involved in providing continuing advice to SWMA in addition to its advice on the development of the Comprehensive Solid Waste Management Plan.

2.4.17 “Tipping Fees” means the fees established by SWMA for use of Joint Facilities or other solid waste transfer, disposal or recycling facilities under contract with the SWMA.

Article III NONPROFIT CORPORATION GOVERNANCE

3.2.1 Acquire, construct, receive, own, manage, lease, sell, and otherwise dispose of real property, personal property, intangible property, and Joint Facilities;

3.2.2 Plan, develop, replace, operate and maintain Joint Facilities;

3.2.3 Enter into contracts with a SWMA Member or any person or entity for goods, services, work, or other benefits to the SWMA;

3.2.4 Borrow money and issue debt instruments or provide for the borrowing of money and issuance of debt instruments;

3.2.5 Receive gifts or grants for the planning, design, development, construction, or operation of Joint Facilities, or assets or programs to further SWMA’s purposes, or for other purposes necessary to carry out SWMA’s purposes;

3.2.6 Lend money or provide services or facilities to any Member or other governmental utility or governmental service provider in furtherance of SWMA’s purposes;

3.2.7 Invest its funds;

3.2.8 Sue and be sued;

3.2.9 Hire and fire employees of the SWMA;

3.2.10 Fix salaries, wages and other compensation of officers and employees;

3.2.11 Employ or retain engineering, legal, financial or other specialized personnel and consultants as may be necessary to carry out the purposes of the SWMA;

3.2.12 Impose, alter, regulate, control, and Tipping Fees at its Joint Faculties;

3.2.13 Purchase insurance and participate in pooled insurance and self-insurance programs;

3.2.14 Indemnify the Members and their officers and employees in accordance with law;

3.2.15 Establish policies, guidelines, or rules to carry out its powers and responsibilities;

3.2.16 Exercise all other powers within the authority of and that may be exercised individually by all of the Members with respect to solid waste transfer, disposal or recycling or other SWMA purposes or functions as set forth herein; and

3.2.17 Take any other actions as the SWMA Board deems necessary to implement the Plan, to protect and advance the interests of the SWMA System, its Members, and its ratepayers that are consistent with this Agreement, Chapter 39.34 RCW, and other applicable law.

3.5.1 Composition. The Board of Directors for the SWMA shall consist of one Director from each Member. A Director shall be appointed by and from each Member, and shall be an elected official of the Member.

3.5.2 Alternate Director. Each Member shall appoint an Alternate Director to serve when the Member’s Director is not available. The Alternate Director is not required to be an elected official of the Member.

3.6.2 Majority Voting. Each action of the SWMA Board shall be by majority vote, or by super majority vote under Section 3.6.2.3.6.3. A majority vote shall consist of the votes of Directors (or alternative or representative Directors) representing

A) the votes of Directors (or alternative Directors) representing at least forty-five percent (45%) of the total population of all Members; and

B) the votes of a majority of all Members.

3.6.3 Super Majority Votes. A supermajority vote shall consist of the votes of Directors (or representative Director who is an elected official) representing

A) the votes of Directors (or alternative Directors) representing at least forty-five percent (45%) of the total population of all Members; and

B) the votes ofa minimum of sixty percent (60%) of all Members.

3.6.4 Super Majority Actions. The following actions shall require a super majority vote by the SWMA Board

A) Approval or amendment of the Plan;

B) Revisions to the Articles of Incorporation or Bylaws or dissolution of the SWMA non-profit corporation;

C) Issuance of bonds or other indebtedness;

D) Establishment of tipping fees and rates;

E) Establishment of any payment requirements directly from Members, in addition to Tipping Fees for use of the SWMA System;

F) Employment of an executive director;

G) Approval of contracts [all?; ≥ a fixed or variable amount]; > a contract providing for SWMA expenditures in excess of $100,000

H) Member removal; and

I) Member addition; andprovided, initial membership shall not require super majority approval.

J) Dissolution.

3.6.5 Member Population. For purposes of this Section 3.6, a Member’’s population shall be determined from information maintained by the State of Washington Office of Financial Management (or successor agency) as of December 31 of the calendar year before the year in which a vote is taken.

Article IV SWMA FINANCE

4.2.2 Covenants to make payments. In addition, each Member irrevocably covenants, obligates and binds itself to pay any additional payments, in addition to Tipping Fees, required of all Members pursuant to a super majority vote of the Board.

4.8.1 Annual SWMA budget.

C) The annual schedule of budget events is summarized as follows:

D) To respond to special circumstances, the SWMA Board shall have the authority to amend the annual budget schedule in a given year.

Article V SOLID WASTE TRANSFER, DISPOSAL AND RECYCLING

5.4.1 In the event that the SWMA Board limits additional solid waste generated within the Member’s jurisdiction to the SWMA System pursuant to Section 5.3, the following exclusive remedies are available to the Members, but only for the duration of such limitation.

A) A Member may deliver additional solid waste to an agency other than the SWMA System for transfer, disposal or recycling; and

B) A Member may develop its own solid waste facilities for transfer, disposal or recycling; provided that such facilities are sized no larger than reasonably necessary to serve customers during the expected duration of the capacity constraint in the SWMA System.

5.6.1 The SWAC will be integrally involved in developing plans for SWMA facilities, amendments to the Spokane County Comprehensive Solid Waste Management Plan and economic and other incentives for the reduction of solid waste generation throughout the County.

5.6.2 In order to encourage the broadest participation by the SWAC, the SWMA will take steps to expand the membership beyond the minimal number and representative membership prescribed under RCW 70.95.165 by suggesting a broad membership for appointment by the Spokane County Board of Commissioners.

5.6.4 The SWAC will be responsible for its own internal organization, but it is anticipated that as part of its work the SWAC will create standing technical advisory committees to review specific issues that come before them and to assist the SWMA in its deliberations.

5.6.5 The SWAC costs and fees, including costs and fees relating to Solid Waste Management Plan amendments, adoption and implementation, shall be included as SWMA Joint Facilities Maintenance and Operation Expenses.

Article VI SWMA COOPERATION IN MANAGEMENT & DEVELOPMENT OF SOLID WASTE FACILITIES

6.1.4 Liability. Any liability incurred by the SWMA as a result of the operation of the SWMA System shall be the sole liability of the SWMA and any liability incurred by a Member as a result of the operation of its local collection systems and facilities shall be the sole liability of that Member.

Article VII STATE ENVIRONMENTAL POLICY ACT

Article I
RECITALS

Article II
PURPOSE AND SCOPE

Article III
NONPROFIT CORPORATION GOVERNANCE

Article IV
SWMA FINANCE

Article V
SOLID WASTE TRANSFER, DISPOSAL AND RECYCLING

Article VI
SWMA COOPERATION IN MANAGEMENT & DEVELOPMENT
OF SOLID WASTE FACILITIES

Article VII
STATE ENVIRONMENTAL POLICY ACT

Article VIII
LEGAL RELATIONS

Article IX
COOPERATION THROUGH CONSOLIDATION PERIOD

Article X
APPROVAL AND EFFECTIVE DATE