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HomeMy WebLinkAboutR-2018-011 Governance Agreement with Yakima Valley Conference of Governments (YVCOG)RESOLUTION NO. R-2018-011 A RESOLUTION approving the governance agreement for the Yakima Valley Conference of Governments (YVCOG). WHEREAS, YVCOG was established in 1966 as the regional transportation planning organization for Yakima County, Washington; and WHEREAS, a governance agreement articles of association and bylaws were adopted upon its organization by Yakima County, the cities of Grandview, Granger, Harrah, Mabton, Moxee, Naches, Selah, Sunnyside, Tieton, Toppenish, Union Gap, Wapato, Yakima and Zillah, and WHEREAS, the bylaws and articles of association have been amended, however, the original governance agreement was lost in a fire in the 1990s, and WHEREAS, the members of YVCOG, including the City of Yakima, desire to reaffirm the governance document which confirms YVCOG's organizational structure and its rights and responsibilities as the Yakima County Regional Transportation Planning Organization (RTPO), and the Yakima County Metropolitan Planning Organization (MPO), and WHEREAS, the members of YVCOG, including the City of Yakima, also desire to add to the governance document information about YVCOG and its role with programs and services for the homeless in Yakima County; and WHEREAS, the members of the YVCOG Board of Directors, in consultation with the Executive Director and Legal Counsel for YVCOG have made a detailed review of the available original formation documents, and WHEREAS, the members of the YVCOG Board of Directors voted to recommend approval of the proposed governance agreement; and WHEREAS, the City of Yakima has reviewed the proposed governance agreement and finds that it clarifies and solidifies the governance of YVCOG, that it will outline the purposes and activities of YVCOG and that it should be approved, and WHEREAS, the City of Yakima wishes to commence the effectiveness of the governance agreement in an orderly fashion and in harmony with the other member entities, and WHEREAS, the City Council has reviewed the governance agreement and finds that it is in the best interest of the City and the residents of the City to adopt it; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: Section 1. The City Council of the City of Yakima hereby adopts the YVCOG Governance Agreement and authorizes the City Manager to execute the Agreement on its behalf Section 2. Effective Date. This resolution shall take effect immediately, as provided by law. However, if the necessary number of YVCOG members do not also enter into the Governance Agreement on or before March 1, 2018, then this resolution shall become void and the City's approval and adoption of the Governance Agreement shall be void and withdrawn. ADOPTED BY THE CITY COUNCIL this 16th day of January, 2018 • Kath`y`Co e, ,'Maor v \ YAKIMA VALLEY CONFERENCE OF GOVERNMENTS GOVERNANCE AGREEMENT This Interlocal Cooperation Agreement is made by and between Yakima Valley Conference of Governments (YVCOG) Yakima County, City of Grandview, City of Granger, Town of Harrah, City of Mabton, City of Moxee, Town of Naches, City of Selah, City of Sunnyside, City of Tieton, City of Toppenish, City of Union Gap, City of Wapato, City of Yakima, City of Zillah, and the Confederated Tribes and Bands of the Yakama Nation, (each hereafter referred to as a "Member" or collectively, as "Members") for the purpose of confirming, organizing and maintaining a regional agency known as Yakima Valley Conference of Governments. This agreement terminates and supersedes in all respects the Yakima Valley Conference of Governments Interlocal Cooperation Agreement dated February 7, 1994. The YVCOG's Articles of Association and Bylaws remain in full effect. In the event of conflicting provisions, the Articles and Bylaws shall prevail. RECITALS: WHEREAS, Yakima Valley Conference of Govemments was established in 1966 and has served as a regional agency serving the individual and collective interests of participating member cities, towns, communities and political subdivisions within Yakima County, Washington, and WHEREAS, RCW 36.64.080 authorizes counties, cities, towns and other participating political subdivisions to establish a regional agency (i.e. "Conference"), for the purpose of studying, coordinating, assisting and managing matters of regional or governmental interest and concern, including but not limited to transportation, land use planning, codes and ordinances, comprehensive facility and land use planning, government finances, air and water quality, regional and local social services, and other matters of local and regional interest or significance; and WHEREAS, Federal transportation legislation (23 U.S.C. 134 and 49 U.S.C. 5303) requires the designation, by agreement between the Governor of the State of Washington and units of general purpose local government, of a Metropolitan Planning Organization (MPO) which, in cooperation with the State of Washington is to develop transportation plans and programs for urbanized areas of Washington State; and WHEREAS, YVCOG has been designated as MPO for Yakima County with responsibility for implementing national policy set forth in 23 CFR §§450.300-.338 the local urbanized area including a continuing, cooperative, and comprehensive performance-based multimodal transportation planning process, together with development of a metropolitan transportation plan and a transportation improvement program (TIP); and WHEREAS, State of Washington authorizes formation of a Regional Transportation Planning Organization (RTPO) through the voluntary association of local governments within a county (RCW 47.80.020); provided each RTPO shall encompass at least one complete county, have a population of at least 100,000 and have as members all counties within the region and at least sixty percent of the cities and towns collectively representing a minimum of seventy-five percent of the population of all incorporated municipalities; and WHEREAS, each RTPO formed by local governments is required to create a transportation policy board in accordance with RCW 47.80.040 which board shall provide policy advice to the RTPO and shall allow representatives of major employers within the region, the department of transportation, transit districts, port districts, and member cities, towns, and counties within the region to participate in policy making, and YVCOG Governance Agreement - 1 WHEREAS, RCW 47.80.020 provides that the RTPO in an urbanized area shall be the same as the MPO designated for federal transportation planning purposes; and WHEREAS, in accordance with applicable federal and state laws, the Members affirm and ratify the formation and continuation of a unified metropolitan and regional transportation planning program to carry out the responsibilities of the MPO and RTPO, as well as other responsibilities determined by YVCOG (Articles of Association and Bylaws, attached as Exhibits A and B); and WHEREAS, Yakima Valley Conference of Governments (YVCOG) has been designated as the lead planning agency and fiscal agent for the Metropolitan Planning Organization and the Regional Transportation Planning Organization; and WHEREAS, the Washington State Growth Management Act, Chapter 36.70A RCW, requires the coordinated countywide planning by counties, cities, towns and other political subdivisions that develops and implements policies for contiguous and orderly growth, provision of urban services, siting of capital facilities, transportation, planning, consideration of needs for affordable housing, economic development and employment, and other comprehensive planning matters; and WHEREAS, the Members executing this Agreement confirm and represent that each of the Members has adopted one or more resolutions authorizing the execution of this Agreement, and that such resolutions are in all ways valid and binding; and WHEREAS, the Yakima Valley Conference of Govemments has been and may be named as a subrecipient on federal and state transportation planning grant funds; and WHEREAS, the Yakima County Commissioners authorized the execution of this Agreement by Resolution No. 2017 - AA, adopted on December, 2017; WHEREAS, the Confederated Tribes and Bands of the Yakama Nation Tribal Council authorized the execution of this Agreement by Resolution No. 2017 -BB adopted on December, 2017; WHEREAS, the City of Grandview Council authorized the execution of this Agreement by Resolution No. 2017 -CC adopted on December, 2017; WHEREAS, the City of Granger Council authorized the execution of this Agreement by Resolution No. 2017 -DD adopted on December, 2017; WHEREAS, the Town of Harrah Council authorized the execution of this Agreement by Resolution No. 2017 -EE adopted on December, 2017; WHEREAS, the City of Mabton Council authorized the execution of this Agreement by Resolution No. 2017 -FF adopted on December, 2017; WHEREAS, the City of Moxee Council authorized the execution of this Agreement by Resolution No. 2017 -GG adopted on December, 2017; WHEREAS, the Town of Naches Council authorized the execution of this Agreement by Resolution No. 2017-HFl adopted on December, 2017, WHEREAS, the City of Selah Council authorized the execution of this Agreement by Resolution No. 2017 -II adopted on December, 2017; YVCOG Governance Agreement - 2 WHEREAS, the City of Sunnyside Council authorized the execution of this Agreement by Resolution No. 2017 -JJ adopted on December, 2017; WHEREAS, the City of Tieton Council authorized the execution of this Agreement by Resolution No. 2017 -KK adopted on December, 2017; WHEREAS, the City of Toppenish Council authorized the execution of this Agreement by Resolution No. 2017 -LL adopted on December, 2017, WHEREAS, the City of Union Gap Council authorized the execution of this Agreement by Resolution No. 2017 -MM adopted on December, 2017; WHEREAS, the City of Wapato Council authorized the execution of this Agreement by Resolution No. 2017 -MM adopted on December, 2017; WHEREAS, the City of Yakima Council authorized the execution of this Agreement by Resolution No. 2017 -NN adopted on December, 2017; WHEREAS, the City of Zillah Council authorized the execution of this Agreement by Resolution No. 2017 -PP adopted on December, 2017; NOW, THEREFORE, pursuant to the above recitals that are incorporated into this Interlocal Cooperation Agreement as if included below, and in consideration of the terms and conditions set forth below, it is hereby agreed as follows: Section 1 PURPOSES This Interlocal Cooperation Agreement is authorized by Interlocal Cooperation Act (RCW Ch. 39.34) for the following purposes: A. To establish, organize and maintain a regional agency pursuant to RCW 36.64 080 for the purpose of implementing study of regional and governmental issues of mutual interest and concern including transportation study and planning; B. To implement and perform the function and duties of a Regional Transportation Planning Organization (RTPO) for Yakima County as set forth in RCW 47 80 023 and WAC Ch. 468-86, as currently adopted or hereafter amended; C. To implement and perform the duties and functions of a Metropolitan Planning Organization (MPO) for the Yakima Valley Urbanized Area as such Area's boundaries are defined now or in the future, and as set forth in 23 U.S.C. 134 and 49 U.S.C. 5303 as currently adopted or hereafter amended and 23 CFR Parts 450 and 500 and 40 CFR Part 613, as currently adopted or as amended, D. To carry out the purposes outlined in its Articles of Association, as amended, attached as Exhibit A and fully incorporated herein; E. To assist in the planning and coordination of projects and programs which may involve federal and/or state financial participation and to assist in review of such projects and programs to assure compliance with area wide comprehensive plans; F To contract or hire technical and administrative staff to provide and perform services with respect to conference programs, plans and activities including planning, grant administration and other services. YVCOG Governance Agreement - 3 Section 2 FUNCTIONS AND AUTHORITIES A. Transportation. YVCOG shall perform the duties and responsibilities of an RTPO and MPO as prescribed in applicable federal and state laws and regulations and serve as a conference pursuant to RCW 36.64.080 Transportation planning and responsibilities are specifically delegated to the Transportation Policy Board. Such responsibilities with respect to transportation shall include but not be limited to the following: 1. Prepare and periodically update a transportation strategy for the region. The strategy shall address alternative transportation modes and transportation demand management measures in regional quarters and shall recommend preferred transportation policies to implement adopted growth strategies. The strategy shall serve as a guide in preparation of the regional transportation plan. 2. Prepare a Regional Transportation Plan ("RTP') that is consistent with countywide planning policies, county, city and town comprehensive plans, and state transportation plans. The RTP will be developed in accordance with RCW 47.80.030 and will establish planning direction and strategies for regionally significant transportation projects, as defined in state law and shall be consistent with the regional growth management strategy, including but not limited to: a. Certify that transportation elements of local comprehensive plans are consistent with the regional transportation plan. b. Certify that all transportation projects within the region that have a significant impact upon regional facilities or services are consistent with the RTP. 3. Develop in cooperation with WSDOT, local governments and operators of public transportation services a six-year regional transportation improvement plan. 4 Carry out Metropolitan Planning Organization (MPO) functions as prescribed in Title 23 USC §134 and 49 USC §5303 for federally funded projects in the region and /or as required by federal and/or state laws and regulations that are applicable to the MPO, now or in the future. These functions include preparation of a RTP, an annual Unified Planning Work Program (UPWP), and a four-year capital plan (with an annual element). 5. Develop, coordinate, collect and maintain transportation related databases and transportation -related information for the members. 6. Develop and review transportation system level of service methodologies and standards, and work with cities, county, WSDOT and transit agencies on level of service standards and alternative transportation performance measures. 7. Perform such other transportation planning related functions as the Policy Board may hereinafter determine to be in the best interests of the Members. YVCOG Governance Agreement - 4 B. Homelessness. The Conference shall work with member agencies to reduce homelessness within the Yakima Valley. The Conference shall develop and update as needed a strategic plan to reduce homelessness. The Conference shall participate with the Continuum of Care (CoC), as defined by the Department of Housing and Urban Development (HUD), for Yakima County. The Conference shall also work with agencies seeking to aid homeless individuals and families and other community stakeholders, where appropriate, on the following: 1. Develop, implement, and update as needed a comprehensive countywide five-year homeless plan with input and participation from the CoC, the Homeless Network of Yakima, the HPPC and other community stakeholders; 2. Regularly review and evaluate homeless and housing data to determine the effectiveness of the local strategies and objectives identified in the five year plan and bring data to the CoC and HPPC for review and comment; 3. Establish performance outcomes and targets to measure and evaluate the effectiveness of funded programs tailored to those programs funded through the YVCOG process; 4. Establish and publish a transparent funding distribution process to solicit, screen, review, score and rank potential projects to equitably distribute federal, state and local funding to programs addressing homelessness and homeless individuals in Yakima County. 5. Support or serve as the "Collaborative Applicant" for the HUD Continuum of Care program by annually reviewing, scoring and prioritizing new and renewal projects. 6. Additional purposes of the HUD Continuum of Care program (as may be administered by YVCOG or another HUD -approved entity) are to. a. Serve as the annual homeless assistance application to HUD for funding to support housing and services targeted for homeless sub -populations; b. Serve as a strategic planning body for addressing homelessness in our region, through the Homeless Policy and Planning Committee (HPPC), consisting of stakeholders and service providers; c. Coordinate the annual Point in Time count of the homeless; d. Maintain the Homeless Management Information System (HMIS) and provide training to service providers when necessary; e. Maintain the Coordinated Entry and Referral System, C. Research and Planning. The Conference may act as a research and fact-finding agency of the members. To that end, it may make such surveys, analyses, studies and reports as authorized or requested by the Executive Committee. The Conference upon such authority or request may also. 1. Make inquiries, investigations, and surveys concerning the resources of Yakima County. 2. Assemble and analyze obtained data and develop systematic utilization thereof. 3 Cooperate with other commissions and public and private agencies of Yakima County, Washington, State, and the United States in planning endeavors. 4. Develop programs of Intergovernmental cooperation for the benefit of members. YVCOG Governance Agreement - 5 D. Technical Assistance. The Conference may provide technical assistance to local, state and federal governments through regional data collection and forecasting services, consistent with the purpose, functions, and budget of the agency. In addition, the Conference may provide technical assistance with respect to transportation, economic development, land use and other planning and program functions as authorized by the Executive Committee. The Conference may also provide technical assistance to other agencies not listed herein, provided such agency is an approved Associate Member in good standing per the Articles of Association. E. Discussion Forum. The Conference may provide a forum for discussion among local, state and federal officials together with other interested parties on issues or matters of common regional interest or significance. F. Other Functions. The Conference shall, insofar as possible: 1. Coordinate general planning among and for the participating members; 2. Provide a written report to the members each year; 3. Prepare, approve and administer an annual budget, which includes setting the amount Voting Members' and non-voting Members' dues; hire an Executive Director (who shall hire and supervise employees); hire consultants; engage professional accounting, legal and other services as needed; sue and be sued, and 4. Other such additional, modified or removed functions and authorities as shall be authorized by the Executive Committee. Section 3 BYLAWS The authority to make, amend, or repeal bylaws is vested in the Conference so long as such bylaws are consistent with the provisions of the Articles of Association and applicable laws. Bylaws for the Conference, as revised, are included in Exhibit B, attached hereto and fully incorporated herein. Section 4 JURISDICTIONAL BOUNDARY The Regional Transportation Planning Organization (RTPO) boundaries include all of Yakima County, which area is designated as the Yakima Valley Metropolitan Statistical Area (MSA) by the federal Office of Management and Budget Office. The Metropolitan Planning Area (MPA) boundary consists of the Urbanized Area ("UZA") as defined by the US Census, the contiguous geographic areas likely to become urbanized in the next 20 years, plus the adopted Urban Growth Areas of Selah, Moxee, Naches, Yakima and Union Gap. The MPO was established in 1974 by the Governor of the State of Washington. The RTPO was established in 1991. All references to the "region" or "Valley" in this agreement shall mean the political boundaries of Yakima County unless changed by the Policy Board. Section 5 MEMBERSHIP, EXECUTIVE COMMITTEE AND POLICY BOARDS. A. Governing Body — Members. The Conference shall be governed by its membership in accordance with its organizational documents (the Articles of Association and Bylaws, as revised; Exhibits A and B) in this agreement. Membership in the Conference shall include representatives of the participating members including the county, cities, towns, ports or other municipal corporations and Tribal governments with its representative being the elected chief executive or designated official by the governing body of the member. YVCOG Governance Agreement - 6 B. Executive Committee. The internal administration, programming, procedures and practices of the Conference, together with any other duties and responsibilities as delegated by the general membership, shall be vested in an Executive Committee. The Executive Committee shall not, however, exercise authority or responsibilities with respect to MPO and RTPO functions and authorities which shall be the responsibility of the Transportation Policy Board. C. Transportation Policy Board. The Transportation Policy Board (also referred to herein as "Policy Board") is established by the Conference with authority to carry out (1) the RTPO functions set forth in RCW Ch. 47 80 and WAC Ch. 468-86, as currently adopted or hereafter amended, and (2) the MPO functions for the Yakima Valley Urbanized Area as set forth in 23 USC 134, 49 USC 5303, 23 CFR Parts and 450 and 50, and 40 CFR Part 613, as currently adopted or hereafter amended. The composition of the Policy Board shall remain consistent with federal and state law as currently adopted or amended. Should such state or federal law change, the composition of the Policy Board shall be automatically adjusted to comply with such changes without requiring this agreement to be amended or approval by the membership. 1. Designation of Policy Board Representative. The Transportation Policy Board shall consist of the seven (7) members of the YVCOG Executive Committee plus three (3) additional voting members as described below. Each participating member shall be represented by its duly elected chief executive or by an official designated by the governing body of the member. The member -at -large shall be a resident of Yakima County. The representative of the major employer group will be recommended by the governing board of the Yakima County Development Association (YCDA, or New Vision), or a Chamber of Commerce, and shall be confirmed and appointed by the Policy Board. WSDOT shall designate a high-level staff person to serve on the Policy Board. WSDOT shall designate its representative appointment in January of each year. 2. Ex Officio Members. Any member of the Washington State House of Representatives or Senate whose districts are wholly or partly within the boundaries of the regional transportation planning organization shall be an ex officio, nonvoting member of the Transportation Policy Board. 3 Voting and Ex Officio Members. Each such membership shall either be a Voting Membership or an Ex -Officio Membership as set forth below a. Voting representation on the Policy Board of the MPO/RTPO shall be as follows: Table 1 - Transportation Policy Board Representation Member/Agency Policy Board YVCOG Executive Committee 7 WSDOT 1 YCDA/Major Employer Representative 1 Transit or Paratransit Provider 1 Legislative Delegation Ex officio Total 10 b. At the Policy Board's discretion, ex -officio membership shall also be open to other governmental and non-governmental entities when elected to membership by a majority of the Policy Board, and shall be effective upon their delivery of their written assurance that they will comply with this Agreement and the YVCOG bylaws. Ex -Officio members of the Organization are non-voting. 4. Purpose. The purpose of the Transportation Policy Board shall be to exercise on behalf of and in association with the Yakima Valley Conference of Governments the authority pursuant to this Agreement and under federal and state laws as the Yakima Valley Metropolitan Planning Organization and the Regional Transportation Planning Organization for Yakima County. 5. Duties. The Policy Board has the powers, duties, authority, functions and responsibilities set forth YVCOG Governance Agreement - 7 herein and otherwise prescribed by law, including but not limited to the following. a. To approve the transportation work program (Unified Planning Work Program); b. To approve consultant contracts consistent with the Unified Planning Work Program; c. To certify local comprehensive plans are consistent with the Regional Transportation Plan, d. To select projects in Yakima County to be funded with regionally managed funds, except those projects seeking Transportation Alternative Program Funds; e. To manage the transportation improvement program for projects within Yakima County as per state and federal law; f. To elect a Transportation Policy Board Chairperson and Vice -Chairperson g. To establish committees consistent with Section 9 above; h. To perform transportation planning activities for members as described in the approved work program 6. Transportation Work Program and Budget. The Policy Board shall prepare, adopt, and amend as necessary a proposed work program and budget for each fiscal year beginning July 1 of every year. The detailed Unified Planning Work Program shall list specific work projects to be undertaken by the MPO/RTPO in keeping with the requirements of the biennial Metropolitan/Regional Transportation Planning Organization Agreement with WSDOT. The Executive Director shall confer with and inform members concerning the preparation of and progress on the implementation of work programs and projects. MPO/RTPO administration and operations shall be funded through such federal, state, local and/or private funding as may become available and as appropriated therefore by statute, resolution or ordinance. The biennial appropriation from WSDOT to carry out the regional transportation planning program shall be distributed to the YVCOG, the RTPO's lead planning agency. Section 6 INDEMNIFICATION INSURANCE AND LIABILITY A. The Conference shall defend, indemnify, and hold harmless all employees. No member representative shall be personally liable for any monetary damages for conduct, action, or inaction as a member representative, unless such conduct involves intentional misconduct or a knowing violation of law. The Council shall obtain and keep in force third party liability insurance related to its activities with commercially reasonable liability limits and deductibles. To the extent practicable, the Conference shall cause its members to be named as insured under such policy(ies). B. No Member or Member Representative shall be personally liable for any monetary damages for conduct, action, or inaction as a member representative, unless such conduct involved intentional misconduct or a knowing or willful violation of law. Section 7 GENERAL PROVISIONS A. Adoption and Effective Date. The effective date of this Agreement shall be as of the date last signed by the County and, at least sixty percent (60%) of the cities and towns within the Conference boundaries that represent seventy-five percent (75%) of the cities' and towns' population. This Agreement shall be binding upon the members who have executed this Agreement, their successors and assigns; provided, that upon such execution, all prior agreements relating to the formation of the YVCOG or its predecessors shall be deemed terminated and replaced herewith. Thereafter, no city, town, tribe or special district shall be a member of the YVCOG or the Yakima Valley Transportation Policy Board until its governing body shall have approved this Agreement. YVCOG Governance Agreement - 8 B. Amendment. This Agreement may not be amended, supplemented or otherwise modified unless expressly set forth in a written agreement executed by all members and adopted by resolution of each member's legislative authority or governing body. C. Savings. If any portion of this Agreement, or its application to any person or circumstances, is held or determined to be invalid, such holding or determination shall not affect the validity or enforceability of any other term or provision and the application of this Agreement to other persons or circumstances shall not be affected. D. Counterparts. This Agreement may be executed by the members using duplicate counterparts. Exhibits Exhibit A. YVCOG Articles of Association, as revised Exhibit B. YVCOG Bylaws, as revised YVCOG Governance Agreement - 9 PARTICIPANTS Participants in this agreement shall be whichever of the parties ratify this agreement. In the event any party fails to ratify this agreement, such action shall not affect this agreement as it pertains to the remaining parties. IN WITNESS WHEREOF, the parties hereto have set their hands. CITY OF YAKIMA By: Title:(!t l �Lr vl - z� Date: �%� Title tet) 04 c47--- . Date: F/7 -7k CITY CONTRACT NO:./2 0/, 0a) RESOLUTION NO: R -Do/1=3 ` 01 YVCOG Governance Agreement - 10M Exhibit A ARTICLES OF ASSOCIATION of the YAKIMA VALLEY CONFERENCE OF GOVERNMENTS WHEREAS, the parties to this agreement recognize that the orderly growth and development of Yakima County, its cities and towns, and governmental subdivisions are matters of mutual concern to all parties hereto, and WHEREAS, the parties to this agreement recognize an existing need for frequent communication and cooperation among themselves as matters common to, and affecting the public governed and served by the various parties to this agreement so that the best interests of the public may be served by coordinated plans and programs resulting in efficiency and economy in local governments, and WHEREAS, the parties to this agreement recognize the need to make technical services in the areas of planning, administration of programs and grants, and other services available to their jurisdictions in a cost effective manner, now, therefore, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS: Pursuant to Sections 36.70.060, as amended, and Sections 36.64.080 through 36.64.110, all of the Revised Code of Washington, be it resolved that the Cities of Yakima, Sunnyside, Toppenish, Grandview, Wapato, Granger, Harrah, Mabton, Moxee, Naches, Selah, Tieton, Union Gap, Zillah, the County of Yakima and the Tribal Council of the Confederated Bands and Tribes of the Yakama Indian Nation do hereby organize and establish a regional agency, hereinafter referred to as the "Conference." Be it further resolved that the aforementioned Sections of the Revised Code of Washington provide the basis for defining activities of the Conference, but are not intended to limit the Conference's ability to conduct any activity on behalf of the member jurisdictions that can be legally assigned or contracted by the jurisdiction. In this regard, the Conference may be designated by all or some of the member jurisdictions as the legal and administrative entity described in RCW 39.34.030 to perform projects of mutual concern under the Interlocal Cooperation Act, provided these activities are in keeping with the intent of these Articles of Association. Articles of Association of the Page 1 of 8 Pages Yakima Valley Conference of Governments Exhibit A ARTICLE I Name The name of the regional agency so organized and established shall be the "Yakima Valley Conference of Governments." ARTICLE 1I Purpose The Conference shall generally concern itself with the orderly growth and development of Yakima County and the cities, towns, communities and other governmental subdivisions within Yakima County, and shall serve as a liaison committee to develop and promote communication, understanding, and cooperation among the Conference participants on matters common to, and affecting the public served by the participants in the Conference so as to assure the coordination of plans and programs of participants in the Conference. In addition, the Conference will provide technical services to aid the administration of grants and programs and to provide other services to enable the coordination of multi jurisdictional programs in a manner that provides greater expertise and lower costs to the member jurisdictions. Among other things, the Conference shall specifically serve its participants with respect to the following subjects: (a) To suggest and assist in establishing long range planning goals for Yakima County, the urbanizing area in and around the City of Yakima, and for other cities, towns, communities and other governmental subdivisions within Yakima County, and to engage in a continuing and cooperative planning effort and program in order to serve the best interests of the people of Yakima County. (b) To assist in the preparation of plans relating to land use, transportation, sewer and water, parks and recreation, human services, housing and other community development activities in the urbanizing area in and around the City of Yakima, and for other cities, towns, communities and other governmental subdivisions within Yakima County. Articles of Association of the Page 2 of 8 Pages Yakima Valley Conference of Governments Exhibit A (c) To assist in the planning and coordination of proposed projects which may involve Federal or State financial participation, and to assist in the review of such project plans so as to assure compliance with areawide comprehensive plans. (d) To contract or hire technical and administrative staff to perform the work program of the Conference, including planning, grant administration, and other services whereby the Conference as a whole or the individual members can receive increased expertise or reduced costs. The Conference shall further consider other specific subjects of mutual concern to the various participants in the Conference when requested to do so from time to time by participants in the Conference or when, in the opinion of the representatives of the Conference, it appears that other plans and programs should be developed as being in the best interests of the public served by the participants in the Conference. ARTICLE III Boundaries The boundaries of the jurisdiction of the Conference shall be coterminous with the boundaries of Yakima County. Articles of Association of the Page 3 of 8 Pages Yakima Valley Conference of Governments Exhibit A ARTICLE IV Membership General membership of the Conference shall be composed as follows: Governmental Unit Commissioners or Council member Planning Commission Members Yakima County 3 1 Cities with Population over 60,000: Yakima 2 1 Code/Unclassified/Second Class Cities with Population 3,000 to 60,000: Grandview 1 1 Selah 1 1 Sunnyside 1 1 Toppenish 1 1 Union Gap 1 1 Wapato 1 1 Towns/Code Cities with Population under 3,000: Granger 1 Harrah 1 Mabton 1 Moxee 1 Naches 1 Tieton 1 Zillah 1 Yakama Tribal Council 1 l 1 Terms of Conference members shall coincide with their elected or appointed terms of office or as determined by the respective legislative bodies. The failure of any governmental unit, named above, to designate representatives to, or participate in, the Conference shall not affect this agreement as it relates to the remaining parties hereto. Articles of Association of the Page 4 of 8 Pages Yakima Valley Conference of Governments Exhibit A ARTICLE IV -A Associate Membership Associate Membership of the Yakima Valley Conference of Governments shall be composed as follows: The opportunity for the designation of Associate Member of the Yakima Valley Conference of Governments shall be made available to governmental organizations, agencies and special service districts upon making written application to the YVCOG office. Following the submission of an application(s), the YVCOG Executive Committee, at its next regular meeting, will review the Associate Membership application(s). The Executive Committee will base its approval or disapproval of applications on the need for the services provided by YVCOG, and the overall benefits the specific membership application will have on the Yakima Valley Conference of Governments' purposes and goals. Associate Membership Privileges The Associate Member will receive notification of all YVCOG meetings, conferences, work sessions, and will be included in all general membership activities. The Associate Member will also receive the YVCOG monthly newsletter and other YVCOG publications which are developed by any members or the YVCOG staff. Associate Members will have the opportunity to contract with the YVCOG for technical planning assistance at the prevailing rate. The Associate Member does not retain voting privileges in the YVCOG. The authority to make motions, seconds, and hold Executive Committee positions is not provided. Associate Member Fees A yearly fee to be determined by the budget subcommittee and approved by the General Membership in October will be mandatory for accepted non-profit applicants to retain their Associate Membership status in the subsequent year. The failure of any Associate Member to keep current their yearly fees will result in forfeiture of Membership status and require reapplication. Articles of Association of the Page 5 of 8 Pages Yakima Valley Conference of Governments Exhibit A ARTICLE V Officers The officers of the Conference shall consist of a Chairman and Vice -Chairman who shall also serve respectively as Chairman and Vice -Chairman of the Executive Committee. ARTICLE VI Executive Committee The internal administration, programming, procedures and practices of the Conference, and any other duties and responsibilities as may be delegated by the general membership of the Conference shall be vested in an Executive Committee which shall be composed of the following: Jurisdiction/Area Number of Representatives on Executive Committee Area 1 (Selah, Naches, Union Gap, Moxee, Tieton) 1 Area 2 (Toppenish, Zillah, Wapato, Harrah) 1 Area 3 (Grandview, Granger, Mabton) 1 City of Sunnyside 1 City of Yakima 1 Yakima County 1 Member At Large 1 TOTAL EXECUTIVE COMMITTEE MEMBERS 7 The Member at Large position may be filled by any person who resides within Yakima County. The Executive Committee shall be selected in the manner set forth in the Bylaws for the Conference. ARTICLE VII Meetings Meetings of the Conference and the Executive Committee shall be held at such times and places as the Conference shall determine and specify in its Bylaws. Articles of Association of the Page 6 of 8 Pages Yakima Valley Conference of Governments Exhibit A ARTICLE VIII Finances The sources of funding for operation of the Conference shall be the following: (a) Annual assessment to member agencies. (b) Contracted fees. (c) Grants, donations, or other sources. The Executive Committee shall annually, prior to October 1, prepare a recommended balanced budget for the ensuing calendar year in the form provided for County budgets. The budget shall include income from recommended assessment of member agencies, anticipated contract fees, grants, donations and other sources. The budget shall be submitted to each representative of the member jurisdictions within seven days of the Executive Committee's action for the purpose of preliminary review. At the October General Membership meeting a balanced budget will be adopted, by Resolution, by the Conference and recommended back to the member jurisdictions within seven days. After reviewing the work program and the assessments, each member jurisdiction shall notify the Conference in writing by December 31 of their intent to continue participation in the Conference at the specified assessment or to terminate their participation. The financial operation of the Conference shall be subject to all applicable State statutes governing budgeting and auditing procedures. ARTICLE IX Contracts and Contractual Services The Conference may employ any consultants deemed necessary to carry out the purposes and functions of the Conference. The Conference may contract generally and enter into contract or reasonable agreement with the Federal Government, the State, any municipal corporation and/or other governmental agency for the purpose of providing technical services, administration, planning and/or conducting studies of problems of mutual concern and may receive grants and gifts in furtherance of such programs. ARTICLE X Bylaws Articles of Association of the Page 7 of 8 Pages Yakima Valley Conference of Governments Exhibit A The Conference shall adopt Bylaws to carry out the purposes and objectives set forth in the Articles of Association. ARTICLE XI Amendments Amendments to the Articles of Association will be recommended by a two-thirds majority of the members present at any regular or special meeting of the General Membership as outlined in Section I, Paragraph I of the Bylaws. Recommended amendments will be forwarded to the legislative body for each member jurisdiction for approval. Approval by two-thirds of the member jurisdictions is sufficient to ratify any amendment to these Articles of Association. Revised: February 21, 1984 January 1985 September 20, 1989 December 17, 1997 September 19, 2001 May 19, 2004 December 13, 2006 September 15, 2010 December 09, 2015 March 15, 2017 Articles of Association of the Page 8 of 8 Pages Yakima Valley Conference of Governments Exhibit B BYLAWS of the YAKIMA VALLEY CONFERENCE OF GOVERNMENTS SECTION I - MEETINGS. Business portion of the General Membership will begin at 7:30 p.m., on the third Wednesday of January, March, May, September, October, and the second Wednesday of December at alternating locations throughout the County. The meeting held in January of each year shall be considered as the annual meeting. Special meetings of the general membership may be called by action of the Executive Committee. Written notice of any special meeting shall be given to each member at least seven (7) days prior to said meeting. Meetings of the Executive Committee each year shall be held at 1:30 p.m. on the third Wednesday of January and February and on the third Monday of each month thereafter at a place to be agreed upon by members of the Executive Committee. If at any time any regular meeting falls on a holiday, such regular meeting shall be held on the next business day. All meetings of the Executive Committee shall be open to members of the Conference and all other interested persons. A copy of the agenda shall be sent to all members of the Conference at least seven (7) days prior to the meeting. Any regular meeting of the Executive Committee canceled due to lack of a quorum will be rescheduled for the following week, with adequate notice provided to all concerned. SECTION II - QUORUM. a. Executive Committee Unless otherwise specified herein, a majority of the voting members of the Executive Committee shall constitute a quorum for the transaction of any business that may come before any meeting of the Executive Committee. b. General Membership Unless otherwise specified herein, seven (7) voting members of the General Membership of the Conference shall constitute a quorum for any transaction of business that may come before any General Membership meeting of the Conference. Bylaws of the Yakima Valley Conference of Governments Page 1 of 4 pages Exhibit B SECTION III - VOTING. a. Executive Committee Each member of the Executive Committee shall be entitled to one (1) vote on any matter that comes before the Executive Committee. A vote of the majority of the quorum present at any of the Executive Committee meetings shall be required to decide any question. b. General Membership Each member of the Conference shall be entitled to one (1) vote on any matter which comes before the General Membership. A vote of at least seven (7) members of the quorum present at any General Membership meeting of the Conference shall be required to decide any question; provided, that when fourteen (14) or more members of the Conference are present, a majority shall be required to decide any question. A list of all names of the members and appointed alternates of each governmental unit shall be submitted to the Chair ten (10) days prior to the January annual meeting each year. At that annual meeting only appointed members or alternates shall vote. Each General Membership member shall be entitled to have an alternate appointed by the respective legislative body which they represent; provided, that the alternate shall be an elected or appointed official. The legislative body of towns/code cities with population under 3,000 shall be entitled to appoint an employee of the city empowered to vote by proxy in the event their regular representative or alternate cannot attend a meeting, provided that said employee may not sit or vote on the Executive Committee. SECTION IV - ELECTION OF EXECUTIVE COMMITTEE OFFICERS. A nominating committee shall be appointed by the Chair at the December meeting of odd —numbered years. The nominating committee shall meet prior to the annual meeting to nominate candidates for the Executive Committee, choosing from names of officials as specified in Article VI of the Articles of Association. At the annual meeting of even -numbered years, which is the January meeting of each year, the Conference shall elect seven (7) members of the Executive Committee as specified in Article VI of the Articles of Association. Executive Committee members shall serve for a two-year term. Each of these seats for the Executive Committee will be decided by individual ballot or voice vote dependent upon the wishes of the Chair. After the nominating committee gives its report, nominations for the position will be opened from the floor. After all nominations are received a vote will be taken. Chair and Vice Chair will be selected by the newly seated Executive Committee at their first meeting as the first order of business. All persons considered for Chair or Vice -Chair must be members of the newly seated Executive Committee. Bylaws of the Yakima Valley Conference of Governments Page 2 of 4 pages Exhibit B SECTION V - VACANCIES. In the event of a vacancy in the office of Chair, the Vice -Chair shall succeed to said office. In the event of a vacancy in the office of Vice -Chair, the Executive Committee shall elect a new Vice -Chair from the Executive Committee. In the event of a vacancy in the Executive Committee, the Executive Committee shall elect a new member from the Conference membership in whatever manner the Executive Committee shall determine. SECTION VI - DUTIES OF OFFICERS, EXECUTIVE COMMITTEE, AND GENERAL MEMBERSHIP. The duties of the officers shall be those usually pertaining to their respective offices. The Executive Committee shall have the authority to decide upon all matters affecting the internal administration, procedures, practices and programming of the Conference; processing and review of all programs or projects which may be submitted to the Conference for comment and recommendations; and coordination of intergovernmental relations and activities including the interchange or exchange of information among the governmental units or agencies concerned. These duties include: (a) The Executive Committee is authorized to accept and/or authorize contracts and contract revisions in line with the annual budget and the Conference's work program, including allocating revenue made available through new or revised contracts. (b) The Executive Committee is responsible to direct staff activities. (c) The Executive Committee is responsible for developing an annual balanced budget for recommendation to the General Membership and is authorized to make routine revisions to any budget category within the adopted balanced budget, so long as individual expenditure and/or revenue revisions are in keeping with the overall work program of the Conference. (d) The Executive Committee may assume other responsibilities in keeping with their station and the efficient day to day operation of the Conference. All matters relating to fiscal policy, organization or re -organization and/or public policy, as distinguished from matters of internal administration, shall be processed through the Executive Committee for their review and recommendation to the Conference. All matters of public policy as distinguished from matter of internal administration, procedures, practices and programming, shall have consent of member legislative bodies affected by such policy. The General Membership will be responsible for adopting, by Resolution, an annual budget and work program and setting forth appropriate policies to guide the Executive Committee's activities. Bylaws of the Yakima Valley Conference of Governments Page 3 of 4 pages Exhibit B SECTION VII - COMMITTEES. Committees may be established and appointed by the Chair of the Conference to assist the Conference in the performance of its functions. Committees may be composed of Conference members, other elected or appointed official governmental employees or citizens with particular knowledge or talent to contribute to the work of the committee. SECTION VIII - AMENDMENTS. These Bylaws may be amended at any regular or special meeting of the General Membership by a majority vote of members constituting a quorum; provided, however, that a copy of the proposed amendment has been mailed to each member at least fourteen (14) days prior to the meeting at which the vote to amend is taken. Revised January 18, 1989 Revised September 20, 1989 Revised December 17, 1997 Revised December 13, 2000 Revised September 19, 2001 Revised March 20, 2002 Revised December 13, 2006 Revised October 17, 2007 Revised December 12, 2012 Bylaws of the Yakima Valley Conference of Governments Page 4 of 4 pages BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDASTATEMENT 1 Item No. 12. For Meeting of: January 16, 2018 ITEM TITLE: Resolution approving the updated Governance Agreement for the Yakima Valley Conference of Governments (YVCOG) SUBMITTED BY: Cliff Moore, City Manager Sara Watkins, Senior Assistant City Attorney SUMMARY EXPLANATION: YVCOG is asking that all cities participating in the YVCOG group sign an updated governance agreement regarding the governance of the organization. The original documents were lost in a fire, and this agreement will replace those lost documents. This did not go through a Board or Committee due to the fact that it is a governance agreement for a third party in which the City has an interest. The governance agreement was drafted by YVCOG for Yakima's review and comment. City staff reviewed the document and provided comments. The final version is provided for Council review and adoption if desired. Larry Mattson will be present to answer any questions. ITEM BUDGETED: STRATEGIC PRIORITY: APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: Adopt the Resolution. BOARD/COMMITTEE RECOMMENDATION: N/A. ATTACHMENTS: No NA Description Upload Date D Res-YVCOG Governance Agreement 1/512018 D YVCOG Governance Agreement -Updated Jan 2018 1/5/2018 D exhibit A 1/10/2018 Di exhibit B 1/10/2018 Type Resolution Contract Cover Memo Cover Memo 2