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07/09/2008 - Packet Completeness Review for Boards, Commissions and Committee Records CITY OF TIGARD Intergovernmental Water Board Name of Board, Commission or Committee S 2ocD Date o Meeting To the best of my knowledge this is the complete meeting packet. I was not the meeting organizer nor did I attend the meeting;I am simply the employee preparing the paper record for archiving.This record came from Greer Gaston's office in the Public Works Building. Kristie Peerman Print Name ALC�� E"4,� Signature 3 /2-8/.2o,3 Date Intergovernmental Water Board — Agenda SERVING TIGARD, KING CITY, DURHAM AND THE UNINCORPORATED AREA MEETING DATE: Wednesday,July 9, 5:30 p.m. MEETING LOCATION: Tigard Public Works Building 8777 SW Burnham Street Tigard, OR 97223 1. Call to Order, Roll Call and Introductions Call the meeting to order, staff to conduct roll call. 2. Approval of Minutes —June 11, 2008 Action: Motion to approve the June 11, 2008 minutes. 3. Public Comments Call for comments from the public. 4. Public Hearing - Consider a Resolution Recommending the City of Tigard Approve the Water Partnership Intergovernmental Agreement Regarding Water Supply Facilities, Design, Construction, and Operation, Between the City of Tigard and the City of Lake Oswego - Dennis Koellermeier a. Open Public Hearing b. Summation by Public Works Department C. Public Testimony d. IWB Discussion e. Close Public Hearing f. IWB Consideration: Resolution No. 08-01 5. Discussion on Rewriting/Revising 1993 Intergovernmental Agreements between Durham and the City of Tigard, King City and the City of Tigard, and the Tigard Water District and the City of Tigard - Continued - Commissioner Carroll Action: No action required. 6. Water Supply Update - Mr. Goodrich 7. Informational Items ■ Update on Tigard Water District/City of Tigard Lawsuit 8. Non-Agenda Items Call for non-agenda items from Board. INTERGOVERNMENTAL WATER BOARD AGENDA—JULY 912008 City of Tigard 1 13125 SW Hall Blvd.,Tigard,OR 97223 1 503-639-4171 1 www.tigard-or.gov I Page 1 of2 9. Future Agenda Items ■ Consider making a recommendation on the First Restated Intergovernmental Cooperative Agreement Creating the Willamette River Water Coalition. ■ Presentation by Washington County planning staff regarding Areas 63 and 64. ■ Policy regarding extension of water services outside existing Tigard Water Service Area boundaries. ■ Review: - Proposed revisions to the credit for leak policy. - Proposed revisions to the Billing and Collection of Utility Charges section of the Tigard Municipal Code. - The billing insert policy. 10. Next Meetings: ■ August 13, 2008, 5:30 p.m. Tigard Public Works Building, 8777 SW Burnham Street, Tigard, Oregon 11. Adjournment Action: Motion for adjournment Executive Session The Intergovernmental Water Board may go into Executive Session. If an Executive Session is called to order, the appropriate ORS citation will be announced identifying the applicable statute. All discussions are confidential and those present may disclose nothing from the Session. Representatives of the news media are allowed to attend Executive Sessions, as provided by ORS 192.660(4), but must not disclose any information discussed. No Executive Session may be held for the purpose of taking any final action or making any final decision. Executive Sessions are closed to the public. INTERGOVERNMENTAL WATER BOARD AGENDA—JULY 99 2008 City of Tigard 1 13125 SW Hall Blvd.,Tigard,OR 97223 1 503-639-4171 1 www.dgard-or.gov I Page 2 oft Sign-in Sheet Intergovernmental Water Board Meeting Date: 7,"*/0'A Sao" Name Do you wish If yes, please give your address please print to speak to the Board? John Q. Public Yes 13125 SW Hall Blvd. Tigard OR 97223 Intergovernmental Water Board (IWB) Meeting Minutes July 9, 2008 Tigard Public Works Building 8777 SW Burnham Street Tigard, OR 97223 Members Present: Gretchen Buehner Representing the City of Tigard Patrick Carroll Representing the City of Durham Julie Russell Representing the Tigard Water District (Arrived 5:35 p.m.) Bill Scheiderich Member At-Large (Arrived 6:15 p.m.) Dick Winn Representing the City of King City Members Absent: None Staff Present: Public Works Director Dennis Koellermeier Water Quality & Supply Supervisor John Goodrich IWB Recorder Greer Gaston Note: Agenda items are recorded in the minutes in the order they were considered. This order varies from the agenda, thus the discrepancy in numbering. 1. Call to Order, Roll Call and Introductions Commissioner Carroll called the meeting to order at 5:33 p.m. 2. Approval of Minutes —June 11, 2008 Commissioner Buehner motioned to approve the June 11, 2008 minutes; Commissioner Winn seconded the motion. The minutes were approved by unanimous vote of the Commissioners present, with Commissioners Buehner, Carroll, and Winn voting yes. 3. Public Comments: None 8. Non-agenda Items Commissioner Buehner presented two non-agenda items. She distributed correspondence between Tigard City Manager Craig Prosser, Tigard Water District (TWD) Chair Ken Henschel, and herself regarding consideration of the Tigard/Lake Oswego water partnership intergovernmental agreement (IGA). The correspondence is on file in the IWB record. Note: Commissioner Russell arrived at 5:35 p.m. Intergovernmental Water Board Minutes July 9,2008 1 Commissioner Buehner expressed concern that Mr. Henschel said he did not understand how the process of considering the IGA worked. She suggested he should be aware of the procedure since he had participated in previous meetings where the same process had been followed. Commissioner Buehner mentioned Mr. Prosser attended the TWD's Monday night meeting, waited quite some time while the TWD was in executive session, and ultimately went home. Commissioner Buehner said she had informed Mr. Henschel that Mr. Prosser would be in attendance. Commissioner Russell replied the TWD was not aware of Mr. Prosser's presence until the TWD came out of executive session. Commissioner Buehner's second non-agenda item related to a legal opinion prepared by the City of Tigard's attorney. Commissioner Buehner summarized the opinion. With regard to which member jurisdiction(s) should sign the water partnership intergovernmental agreement, the attorney advised the City of Tigard is the appropriate entity to execute the agreement since the agreement involves real property outside the original district. She continued by saying ownership interest needed to be tied to the bondable entity; no credible bonding agency would issue bonds where there's ownership by a jurisdiction that is not able to be bonded. The Board briefly discussed whether the TWD and the Cities of Durham and King City could be bonded. Commissioner Russell said the TWD has bonding authority. Commissioner Buehner questioned this statement and suggested bond counsel should be consulted. 4. Public Hearing - Consider a Resolution Recommending the City of Tigard Approve the Water Partnership Intergovernmental Agreement (IGA) Regarding Water Supply Facilities, Design, Construction, and Operation, Between the City of Tigard and the City of Lake Oswego a. Open Public Hearing Commissioner Carroll opened the public hearing. b. Summation by Public Works Department Mr. Koellermeier said the City of Tigard staff recommendation was for the IWB to execute Resolution 08-01 and for the IWB member jurisdictions to execute their respective resolutions in support of the water partnership IGA. Mr. Koellermeier summarized documents related to the agreement. The Board discussed: ■ Providing the rate comparison data to member jurisdictions. ■ How the existing Portland water contract will work in conjunction with bringing the Tigard/Lake Oswego water source online. ■ How the bonding process might work. Bonds will likely be issued as the money is needed. The City of Tigard will seek the advice of bond counsel to determine the best financing strategy. ■ All components in the water system will be built to accommodate 32 million gallons of water per day (mgd) and critical components will be built to 38 mgd. • Current water rate increases of seven percent annually may be sufficient to cover the cost/bonds for the next two years. There will be a rate package associated with the bonds. • The fact that Tigard would still be purchasing water from Portland while also financing the water partnership project. Once the water partnership projects are completed and Tigard's water source switches to Lake Intergovernmental Water Board Minutes July 9,2008 2 Oswego, Tigard will be begin paying operation and maintenance costs. However, the City will no longer need to purchase water from Portland. Operation and maintenance costs are expected to be less than the cost of purchasing water from Portland. ■ A water conservation management plan related to Lake Oswego's water rights and conservation pricing will be required by the state. Note: Commissioner Scheiderich arrived at 6:15 p.m. ■ The sale of surplus water in Article 11. The water partnership provides for the right to sell surplus water. Each partner has the right of first refusal to purchase surplus water from the other. The partnership can also sell excess water to other entities. The details of an outside a sale were discussed. ■ The methodology used in Exhibit 7, Allocation of System Improvement Costs to Parties. c. Public Testimony Phil Decker, 14540 SW 148th Place in unincorporated Bull Mountain, said he attended the Tigard Water District (TWD) meeting on Monday night. He reported the TWD discussed ways to "bust, or interfere with, or get some, some leverage" regarding its role in the water partnership. Aside from a few minor details, the TWD's attorney referred to the agreement as well-written and comprehensive. The attorney advised against attempts to derail the agreement. Commissioner Russell countered the TWD had not sought to derail the agreement. She said the TWD had called a special meeting because she was not comfortable, nor did she think state law allowed her to act without a vote of the TWD. She confirmed the TWD's attorney said the agreement was well-written and very comprehensive. Commissioner Russell distributed a list, dated July 9, 2008, of issues and concerns regarding the agreement on behalf of the TWD. This list is on file in the IWB record. She said the TWD had authorized her to move forward with the agreement. e. Close Public Hearing Commissioner Carroll closed the public hearing. d. IWB Discussion Commissioner Russell inquired about member jurisdiction liability and if member jurisdictions were indemnified. Commissioner Scheiderich responded the provider assumes responsibility. Commissioner Russell inquired whether the Tigard City Council would hold hearings on the rate structure. Commissioner Buehner said opportunities for public comment on the rate structure would occur at the IWB and at the City of Tigard's Budget Committee meeting. Mr. Koellermeier said IWB meetings would be the appropriate place to hear public comment on this topic. Commissioner Russell inquired about section 15.1 of the agreement allowing for the agreement to be reviewed three years after initial expansion and for the creation of an intergovernmental "Supply Agency." Commissioner Buehner replied it was simpler to operate under an IGA as opposed to forming an agency. However, at some point it may make sense to create an agency and this section of the agreement leaves the option open. Mr. Koellermeier added operating Intergovernmental Water Board Minutes July 9,2008 3 under an agency now might be awkward since Lake Oswego is using the existing system. Commissioner Buehner said it was a fair agreement which solidifies what was discussed at the joint meeting with Lake Oswego. f. IWB Consideration: Resolution No. 08-01 Commissioner Carroll read the title of Resolution 08-01, A RESOLUTION RECOMMENDING THE CITY OF TIGARD APPROVE THE WATER PARTNERSHIP INTERGOVERNMENTAL AGREEMENT REGARDING WATER SUPPLY FACILITIES, DESIGN, CONSTRUCTION, AND OPERATION, BETWEEN THE CITY OF TIGARD AND THE CITY OF LAKE OSWEGO. Commissioner Winn motioned to approve the resolution; Commissioner Scheiderich seconded the motion. The resolution was approved by unanimous vote, with Commissioners Buehner, Carroll, Russell, Scheiderich and Winn voting yes. Commissioner Russell asked if future agenda items could be scheduled to allow time for the item to go before the TWD prior to IWB consideration. She said the TWD had already passed the sample water partnership resolution provided to member jurisdictions. 6. Water Supply Update Mr. Goodrich reported: ■ 231 million gallons of water are stored in aquifer storage and recovery wells, or 107 days of water at the 15,000 gallons per minute (gpm) rate. ■ Tigard is taking about 1250 gpm from the City's groundwater supply. ■ Current demand is between 9 to 10 million gallons per day, normal for this time of year. ■ The observation well at Tigard High School has been capped, with only a few punch list items remaining. • The well on Titan Lane has been properly abandoned. Commissioner Carroll requested the Water Supply Update item be placed earlier on the agenda at future meetings. This way Mr. Goodrich would not have to wait to the end of the meeting to give his report. This agenda item will follow the Public Comments item on future agendas. 5. Discussion on Rewriting/Revising 1993 Intergovernmental Agreements (IGAs) between Durham and the City of Tigard, King City and the City of Tigard, and the Tigard Water District and the City of Tigard - Continued Commissioner Russell said the Tigard Water District's (TWD's) attorney had proposed some possible IGA revisions. Commissioner Buehner said she would like to discuss how the agreement's expiration date might be addressed. Commissioner Carroll proposed various options, and Commissioner Russell suggested making the expiration date similar to language in the Tigard-Lake Oswego water partnership intergovernmental agreement. Mr. Koellermeier said that agreement was perpetual, unless either party decided to withdraw. The Commissioners expressed support for a perpetual agreement. As an alternate perspective, Mr. Koellermeier asked if the member jurisdictions would want to commit to a perpetual agreement given Tigard's self-imposed restriction of not going to the Intergovernmental Water Board Minutes July 9,2008 4 Willamette River without voter approval. Commissioner Carroll said he was not concerned about this restriction and noted there was a procedure in place to get out of the IGA if a member jurisdiction chose to do so. Mr. Koellermeier suggested those Commissioners who had not submitted written comments should do so. The comments would be organized and complied for further review. Commissioner Russell said the role of the IWB needs to be more clearly defined. She questioned whether the IWB was a legal entity. Commissioner Carroll advocated for the creation of a single IGA between the City of Tigard and the member jurisdictions (TWD, Durham, and King City). The Commissioners expressed support for this idea. Commissioner Russell pointed out that the existing ICAs differ in terms of extending service outside current boundaries. Commissioner Carroll summarized the following issues to be resolved: ■ Term of the agreement ■ Points of ownership ■ Assets ■ Operate as independent water source so all benefits return to the rate payers ■ Disposition of property Commissioner Russell distributed the Tigard Water District's Review and Initial Comments for Amendment of the Tigard-IWB Member IGA dated July 9, 2008. This document is on file in the IWB record. 7. Informational Items ■ Regarding the Tigard Water District/City of Tigard lawsuit, Mr. Koellermeier reported the judge ruled in favor of the City. There is a 30-day appeal period. ■ With post tensioning completed, steps to finalize the new reservoir include: - Covering the reservoir with gunite and an asphalt sealer. - Chlorinating and testing. - Backfilling and grading. - Planting the area surrounding and atop the reservoir. 9. Future Agenda Items • Presentation by Washington County planning staff regarding Areas 63 and 64. Mr. Koellermeier reported Washington County has not scheduled this yet. ■ Consider making a recommendation on the First Restated Intergovernmental Cooperative Agreement Creating the Willamette River Water Coalition. Mr. Koellermeier reported revisions to this agreement are basically housekeeping issues resulting from the departure of two partners from the group. ■ Policy regarding extension of water services outside existing Tigard Water Service Area boundaries. ■ Review: - Proposed revisions to the credit for leak policy. Mr. Koellermeier said this item was pending. Intergovernmental Water Board Minutes July 9,2008 5 - Proposed revisions to the Billing and Collection of Utility Charges section of the Tigard Municipal Code. - The billing insert policy. ■ Commissioner Buehner inquired about the tenancy in common agreements. Mr. Koellermeier said legal descriptions were being prepared. 10. Next Meeting ■ August 13, 2008, 5:30 p.m. Tigard Public Works Building, 8777 SW Burnham Street, Tigard 11. Adjournment At 7:14 p.m. Commissioner Buehner motioned to adjourn the meeting; Commissioner Scheiderich seconded the motion. The meeting was adjourned by unanimous vote, with Commissioners Buehner, Carroll, Russell, Scheiderich and Winn voting yes. C"O IWB Chair Greer A. Gaston, IWB Recorder Date: /D,. ;2,000 Intergovernmental Water Board Minutes July 9,2008 6 I Agenda Item No.: Z- IWB Meeting Date: -7 Intergovernmental Water Board (IWB) Meeting Minutes June 11 , 2008 Tigard Public Works Building 8777 SW Burnham Street Tigard, OR 97223 Members Present: Gretchen Buehner Representing the City of Tigard Patrick Carroll Representing the City of Durham Julie Russell Representing the Tigard Water District Bill Scheiderich Member At-Large Dick Winn Representing the City of King City Members Absent: None Staff Present: Public Works Director Dennis Koellermeier Water Quality & Supply Supervisor John Goodrich IWB Recorder Greer Gaston 1. Call to Order, Roll Call and Introductions Commissioner Carroll called the meeting to order at 5:36 p.m. 2. Public Comments: None 3. Update on the Lake Oswego/Tigard Intergovernmental Agreement (IGA) Regarding Water System Facilities, Design, Construction, and Operation - Dennis Koellermeier Mr. Koellermeier summarized a Tigard/Lake Oswego water partnership calendar which was distributed to the Board. The calendar is on file in the IWB record. He advised negotiations on the intergovernmental agreement (IGA)were proceeding nicely, but the timeline had been pushed back a month. Mr. Koellermeier noted the delay was due to Tigard and IWB scheduling issues and did not represent any indecision on Lake Oswego's part. Tigard's final approval has been moved to early August. IWB member jurisdictions are now scheduled to consider the IWB's recommendation on the IGA as follows: King City July 16 Durham July 22 Tigard Water District July 28 The Board briefly discussed water rights as they pertain to a May 15, 2008 Tigard Times article entitled, "Tigard tied to Lake Oswego water protests." The article is on file in the IWB record. Intergovernmental Water Board Minutes June 11,2008 1 4. Discussion on Rewriting/Revising 1993 Intergovernmental Agreements (IGAs) between Durham and the City of Tigard, King City and the City of Tigard, and the Tigard Water District and the City of Tigard Commissioner Scheiderich provided the Board with written comments on the Durham IGA. These comments are on file in the IWB record. The Board's discussion is summarized as follows: Staff Member/ Comment Commissioner Carroll Suggested system assets and other assets (pipes, storage, buildings) should all be considered water system assets. Should any of these Section 4.A.(2) assets be sold, the proceeds should go back to the waters stem. Scheiderich Advised the differentiation between system assets and other assets was taken from state law related to withdrawal of territories from water Section 4.A.(2) districts upon annexation of territory to a city. However, this is not Section 4.6. exactly what occurred, because the whole area was not annexed, and the Tigard Water District became a partner on the IWB. Pointed out Section 4.B. contradicts Section 4.A.(2), where it says other assets pledged to the use of the system. There is some logic to have assets pledged to the member jurisdictions in which they reside. For example, if a member jurisdiction leaves the partnership, that jurisdiction will probably want to retain transmission lines, etc. Said if everything were a system asset, it would take action of each member jurisdiction to dispose of it. If a member jurisdiction planned to go off on its own as a water supplier, or wanted to use a facility for a different purpose, then it would not be in their best interest to turn everything into a system asset or pledge everything to the use of Tigard. Carroll Asserted if all the ratepayers have paid for an asset, then the asset should benefit the waters stem. Scheiderich Said, on the other hand, jurisdictions maximize their discretion by calling it an other asset. Koellermeier Added member jurisdictions would likely not want assets obtained by donation to be considered system assets. Buehner Said the majority of the cost of infrastructure improvements (transmission lines, meters, etc.) was borne by developers and builders. Carroll Countered ratepayers subsidize the system to some degree. Asked if the agreement could be written to: ■ Consider everything a system asset provided all member jurisdictions are participating. He suggested using the tenants in common approach that was employed for the water building and Canterbury property. • Establish rules for how system assets are treated should a member jurisdiction withdraw. Koellermeier Said the existing IGAs spell out how assets should be treated if a member jurisdiction withdraws. Intergovernmental Water Board Minutes June 11,2008 2 Winn Questioned why the Board wanted to change the existing IGAs, and suggested the member jurisdictions may not be able to reach agreement and working through the changes may be more trouble than it's worth. Buehner Stated real property (land) and personal property (transmission lines) are treated differently under the law. Koellermeier Said if everything were considered a system asset, the transmission lines within the various member jurisdictions would be jointly owned via a tenancy in common agreement by all the partners. Advised assets were described in the 1994 Tigard Water District System Assets and Liabilities Final Report. Carroll Suggested adding language to the new agreement stating proceeds from the sale of surplus property would be placed in the water capital improvement fund. Koellermeier Countered if a member jurisdiction wanted to privatize the operation and maintenance of their water system, it would not be in their best interest to place proceeds into the water capital improvement fund. Suggested the Board proceed by hearing all the concerns of the member jurisdictions. Those concerns could then be shared with legal staff, who could draft language to address the concerns. Russell Advised the Tigard Water District was reviewing the IGAs. Carroll Brought up the duration of the agreement and suggested the agreement be extended. Russell Proposed the extension be tied to the upcoming Tigard/Lake Oswego water partnership IGA. The assets resulting from that agreement also need to be addressed, since member jurisdictions will not sign the Tigard/Lake Oswego water partnership IGA. Koellermeier Suggested member jurisdictions would be included in the Tigard/Lake Oswego water partnership either: ■ Through their recommendation of the IGA based on an amendment to the capital improvement plan. ■ Through their recommendation on a long-term water contract. Winn Said the IWB was advisory to the City of Tigard. Koellermeier Suggested the definition and role of"advisory board" be further clarified in the new agreement. Scheiderich Explained the existing voting requirements were the same whether the Tigard/Lake Oswego water partnership IGA was considered as an amendment to the capital improvement plan or as a long-term water contract. The Board entered into a discussion about who would own the assets and supply contract associated with the Tigard/Lake Oswego water partnership IGA. Mr. Koellermeier reported each member jurisdiction would be asked to consider a resolution supporting the agreement. It was determined three of the four member jurisdictions would need to approve the IGA. Commissioner Carroll said in this role, the IWB served as more than an advisory board. Commissioner Russell noted the existing IGAs say the capital improvements become the property of the jurisdiction in which they are located. Commissioner Buehner explained Tigard would have a tenants in common interest in the Lake Oswego facilities. Intergovemmental Water Board Minutes June 11,2008 3 With regard to the Tigard/Lake Oswego water partnership IGA, Mr. Koellermeier said Tigard will be contractually obligated by the 1993 IGAs to provide water to all the member jurisdictions equally. Since ratepayers from all member jurisdictions would fund the improvements associated with this agreement, Commissioner Carroll asked why each member jurisdiction wouldn't own a percentage of the assets. He also asked if a member jurisdiction withdrew, why would they not be compensated for their share of the cost of the improvements. Mr. Koellermeier responded Lake Oswego had been clear that it only wanted to deal with Tigard. Tigard cannot assign its liabilities. Should a member jurisdiction choose to withdraw, the agreement recognizes they have ownership need use of the existing systems. The parties would need to agree upon a way to co-use the system. Commissioner Scheiderich added the agreement does not allocate percentages of ownership. Note: Commissioner Scheiderich left the meeting at 6:39 p.m. Commissioner Buehner confirmed Commissioner Carroll was suggesting everything be considered as a system asset; no city would own any percentage of any of the assets individually. Commissioner Carroll added ownership would only be significant if a member jurisdiction wanted to convert their ownership to some monetary value. Commissioner Carroll reiterated everything in the water system today should remain in the system in some form. If a member jurisdiction withdraws, there needs to be a mechanism in place to assign value for the system assets the member jurisdiction paid for. Since assets created by virtue of the Tigard/Lake Oswego water partnership IGA are outside the Tigard Water Service Area boundaries, Commissioner Buehner suggested the assets could be addressed by an amendment to the existing IGAs. With regard to these assets, she proposed the amendment discuss how ownership interest, less depreciation, would be calculated in the event a member jurisdiction decided to withdraw. Commissioner Carroll commented on the existing 1993 IGAs: Staff Member/ Comment Commissioner Carroll Requested the contradictory language in these two sections be reconciled. Section 4.A.(2) b. & Section 4.13. Note: Later in the meeting, (See Item #9), the Board reopened this discussion and talked about how to submit changes to the IGAs and extending the agreements indefinitely. Mr. Koellermeier pointed out a discussion of assets should also include a discussion of liabilities. With regard to Commissioner Buehner's suggested amendment, he said member jurisdictions would be responsible for the liability that Tigard incurs on their behalf. If a member jurisdiction wanted to withdraw, they would be responsible for the Intergovernmental Water Board Minutes June 11,2008 4 liability. Commissioner Russell countered Tigard does not have taxing authority for any of the other member jurisdictions. As an example of the relationship between assets and liabilities, Mr. Koellermeier provided the following theoretical scenario: • A group buys an asset in another city. ■ As a member of the group, partner A has a proportional interest in the asset. ■ A $50 million revenue bond is sold to finance the asset. Five years later, partner A decides to withdraw from the group. ■ There is another 15 to 20 years of debt service remaining on the revenue bonds and partner A has terminated their revenue stream. Commissioner Carroll inquired whether this meant there was a trade-off between having ownership in an asset and avoiding liability. Note: Later in the meeting, (See Item #9), the Board reopened this discussion. Commissioner Winn said the City of Tigard delivers water to King City through a contractual agreement (1993 IGA); Tigard is King City's water source. He advocated for a "hands off' or "arms length" relationship with Tigard. Commissioners Russell and Carroll advocated for a more active role with regard to the water supply. The Board briefly discussed whether the 1993 IGAs represented a water contract or some other type of agreement. 5. Water Supply Update Mr. Goodrich reported: ■ Consumption has returned to normal (6 million gallons per day) following a short period of hot weather. ■ Four million gallons per day of groundwater were used during the hot weather. ■ Water quality is tested before any source is brought online. 6. Informational Items: None 7. Non-Agenda Items: None 8. Future Agenda Items ■ Make a formal recommendation on the Lake Oswego/Tigard intergovernmental agreement. ■ Presentation by Washington County planning staff regarding Areas 63 and 64. ■ Policy regarding extension of water services outside existing Tigard Water Service Area boundaries. ■ Review: - Proposed revisions to the credit for leak policy. - Proposed revisions to the Billing and Collection of Utility Charges section of the Tigard Municipal Code. - The billing insert policy. Intergovernmental Water Board Minutes June 11,2008 5 9. Next Meeting ■ July 9, 2008, 5:30 p.m. Tigard Public Works Building, 8777 SW Burnham Street, Tigard In response to an inquiry, Mr. Koellermeier suggested the Commissioners and/or their legal counsel send comments on the 1993 IGAs to Tigard staff who would combine the comments into one document. Commissioner Buehner asked if all the member jurisdictions were in favor of extending the existing agreements indefinitely. Commissioner Russell said the Tigard Water District had not considered this matter, so she couldn't comment. The other Commissioners asked Commissioner Russell to obtain an answer from the Tigard Water District. All other member jurisdictions committed to extending the agreement. Commissioner Carroll requested legal counsel be consulted on the Lake Oswego asset ownership versus liability issue. Commissioner Russell added changes or amendments to the 1993 IGAs could also affect this matter. 10.Adjournment At 6:47 p.m. Commissioner Carroll motioned to adjourn the meeting; Commissioner Russell seconded the motion. The meeting was adjourned by unanimous vote, with Commissioners Buehner, Carroll, Russell, and Winn voting yes. IWB Chair Greer A. Gaston, IWB Recorder Date: Intergovernmental Water Board Minutes June 11,2008 6 Agenda Item No.: 4 IWB Meeting Date: 7- 9- 08 ® MEMORANDUM TIGARD TO: Intergovernmental Water Board,City of Tigard,City of King City, City of Durham, Tigard Water District FROM: City of Tigard Public Works Director Dennis Koellermeier RE: July 1,2008 DATE: City of Tigard/Lake Oswego Water_Partnership Agreement The cities of Tigard and Lake Oswego have been working on a possible water partnership for the past several years.The negotiations recently culminated in the development of a water partnership agreement, known as the IntergovernmentalAgreement Regarding Water Supply Facilities, Design, Construction, and Operation. Under the agreement,Tigard and Lake Oswego would jointly: ■ Expand Lake Oswego's water treatment facility. ■ Replace the existing river intake. ■ Construct a reservoir. ■ Upsize transmission lines. ■ Develop existing water rights and permits on the Clackamas River. The improvements would allow Tigard and Lake Oswego to produce up to 38 million gallons of water per day. Of this amount,Tigard would receive between 14 and 20 million gallons per day. The Intergovernmental Water Board (IWB) and IWB member jurisdictions have been asked to make a recommendation regarding the water partnership agreement.The following documents are attached for your review: 1. City of Tigard Staff Report on the Tigard/Lake Oswego Water Partnership Agreement 2. The "Water Partnership Agreement" formally known as the Intergovernmental Agreement Regarding Water Supply Facilities,Design,Construction,and Operation 3. A Summary of Lake Oswego-Tigard Water Agreement 4. Proposed Intergovernmental Water Board Resolution No. 08-01 5. Sample Resolution for IWB Member Jurisdictions The water partnership agreement item is currently scheduled for final action by both the City of Tigard and the City of Lake Oswego on August 5,2008. The following additional items are available online at www.tigard-or.gov/waterpartnership: 1. Map of the Tigard Water Service Area 2. Water Supply Feasibility Project Study 3. Joint Water Supply System Analysis 4. An Executive Summary of the Joint Water Supply System Analysis 5. Minutes from Tigard/Lake Oswego/Intergovernmental Water Board Joint Meetings 1� City of Tigard Staff Report on the Tigard/Lake Oswego Water Partnership Agreement The following staff report: ■ Provides a staff recommendation. ■ Summarizes the major benefits of the water partnership. ■ Gives some basic facts on the Tigard Water Service Area's future water needs and options that were studied. ■ Supplies the history of our relationship with Lake Oswego on this project. City of Tigard Staff Recommendation Staff recommends the Intergovernmental Water Board execute Resolution No. 08-01 and IWB member jurisdictions also execute their respective resolutions recommending the City of Tigard approve the water partnership intergovernmental agreement. Benefits of the Water Partnership ■ Quantity Depending upon future water demand, this source, along with Tigard's groundwater and aquifer storage and recovery wells, is expected to produce enough water to meet the needs of Tigard water customers from the year 2016 to approximately 2035. ■ Quality,Taste and Appearance Under the water partnership agreement,Lake Oswego's existing water treatment plant will be transformed to a state-of-the-art facility. The new facility will: - Employ the latest water treatment technologies. - Provide greater control over water quality. - Be better equipped to address future testing/treatment requirements and issues related to aesthetics, such as taste and appearance. The Clackamas River is an excellent raw water source and has a 100-year history of supplying water to an ever-increasing population. This source,when coupled with a state-of- the-art water treatment facility,will provide Tigard water customers with a reliable, high- quality water supply for years to come. ■ Cost and Rates Developing a new water source will be costly. The projects associated with the water partnership are estimated to cost$136 million. Tigard's share of the improvements and cost to buy into Lake Oswego's existing system is estimated to be $81 million. Although expensive, the Lake Oswego waterpartnership is the least expensive option of all those considered. By developing our own infrastructure (treatment plant, transmission pipes,intake, etc.), a portion of the project costs can be collected from future development. Although this will help to offset steep increases in water rates,Tigard water customers can expect rates to City of Tigard Staff Report on the Page] of 3 Tigard/Lake Oswego Water Partnership Agreement nearly double over the next ten years as improvements are brought online. Following the initial ten-year investment,water rates are expected to stabilize or even decrease slightly. In comparison, if Tigard simply continued to purchase water via the Portland Water Purchase Agreement,water customers could expect to see their water rates triple over the same time period. Future Water Needs and Options Studied The Tigard Water Service Area (TWSA) includes the cities of Durham, King City, two-thirds of Tigard and unincorporated areas to the south and west of Tigard. The City of Tigard is the water provider for the TWSA and entities within this partnership are represented by the Intergovernmental Water Board. Tigard water customers excel at water conservation;over the past year, they have actually decreased their water consumption from 88 to 84 gallons per person per day. But as the area's population continues to grow, future water demand will be too great to simply conserve our way out of the problem. The TWSA's peak water demand can reach 13 million gallons a day,but as the population continues to increase, that number is expected to reach 20 million gallons a day by the year 2040. Currently, the service area receives its water from several sources, but these sources aren't capable of meeting the growing demand for water. The City of Tigard and Intergovernmental Water Board partners (Durham, King City and the Tigard Water District) have studied these potential drinking water sources: ■ Lake Oswego Expansion &Water Partnership Water Source: Clackamas River ■ Tualatin Basin Water Supply Project (Also known as the Hagg Lake Dam raise project) Water Source: Trask and Tualatin Rivers ■ Willamette River Treatment&Transmission Improvement Project Water Source: Willamette River ■ Purchase City of Portland Water Water Source: Bull Run Watershed Of these options, the Lake Oswego Expansion& Water Partnership appears to hold the most promise of supplying the majority of our future water needs. History behind the Water Partnership September 2005 The Cities of Tigard and Lake Oswego completed the Water Supply Feasibility Project study. This study concluded that it would be possible for Lake Oswego and Tigard to jointly develop Lake Oswego's capital infrastructure and remaining water rights. Both parties would benefit from such a partnership. Tigard would establish ownership in a future water source;Lake Oswego would protect its water rights and reduce costs since Tigard would fund a portion of the improvements. City of Tigard Staff Report on the Page 2 of 3 Tigard/Lake Oswego Water Partnership Agreement March 2006 The Cities of Tigard and Lake Oswego funded the Joint Water Supply System Analysis.This plan investigated the technical, financial and legal issues influencing the potential partnership. Ultimately, the plan concluded Tigard and Lake Oswego would each benefit from jointly expanding the Lake Oswego water system. November 2006 The Cities of Tigard and Lake Oswego and the Intergovernmental Water Board held a joint meeting to have a preliminary discussion of the water partnership and provide input on the Joint Water Supply System Analysis. July 2007 The Cities of Tigard and Lake Oswego and the Intergovernmental Water Board held a joint meeting to receive the preliminary results of the Joint Water Supply System Analysis. Based on the analysis, these agencies recognized the potential advantages of the water partnership. Representatives from each of the parties formed a work group to further explore the water partnership. December 2007 The Cities of Tigard and Lake Oswego and the Intergovernmental Water Board entered into a Memorandum of Understanding (MOU) developed by the work group. The MOU: ■ Committed the parties to work cooperatively, through staff, to develop an agreement detailing the terms of a water supply partnership. ■ Identified specific issues for discussion. • Committed to a mutually agreeable recommendation by June 2008. ■ Pledged mutual support of Lake Oswego's efforts to secure extensions of its water rights. April 2008 The Cities of Tigard and Lake Oswego and the Intergovernmental Water Board held a joint meeting to discuss the major points of the water partnership agreement. May 2008 The City of Tigard held an open house to educate and seek the input of Tigard water customers. July 2008 The Intergovernmental Water Board will hold a public hearing and make a recommendation on the water partnership agreement on Wednesday,July 9 at 5:30 p.m., in the Tigard Public Works Building, 8777 SW Burnham Street,Tigard. August 2008 The Cities of Tigard and Lake Oswego are scheduled to consider the water partnership agreement on August 5, 2008. City of Tigard Staff Report on the Page 3 of 3 Tigard/Lake Oswego Water Partnership Agreement SUMMARY OF LAKE OSWEGO-TIGARD WATER AGREEMENT Following the Joint Council presentation on April 15,2008,respective City Staff have continued to negotiate a draft agreement to capture the points discussed by the Councils. The following are outline points for a two-party intergovernmental agreement to proceed with phased design,permitting,and construction of water system improvements. The first phase will take the parties through construction of the Initial Expansion. After construction and a short period of operation,the parties will meet to discuss whether a governance structure should be modified. Long Term Expansion or other projects are left to the future depending on demand. PHASE 1 (2008-2016) A. Project Description(Definitions,Article VI, Article IX) • Identification of current water supply assets; 0 Identification of assets to be built(Carollo Report); and • Initial Buy-in by Tigard of approximately$2 million. If Initial Expansion Facilities not built,Agreement ends and Lake Oswego repays Tigard amount invested plus interest at LGIP rate. Tigard has no further interest. • Proportional system ownership upon completion. • Definition of Planned System Expansion. The Initial Expansion Project, as detailed in the Lake Oswego and Tigard Water Service Area Joint Water Supply System Analysis, dated July,2007,will increase capacity to 32 mgd by 2016. At the completion of Initial Expansion,the Lake Oswego allocation would be 18 mgd and the Tigard allocation would be 14 mgd. • Long Term Expansion would be an expansion to 38 mgd, depending on demand. The Long Term Expansion is presumed.for Lake Oswego, but Lake Oswego has options to sell all or part or make it available to Tigard until such time as Lake Oswego needs it. • The Parties may elect to alter this schedule. • Recognition of Tigard's Portland Contract expiration date is 2016 and need to complete Initial Expansion. B. Managing Agency(Articles III,VI, VII) • Lake Oswego as Managing Agency for design, construction, operation, maintenance,repair and replacement of System Page l of 10 https://lo-exchange.ci.oswego.or.us/"chmge/dpowcllAnbox/I.,al:c Oswcgo xF8FF Tigard.Ety UI—multipart xFBFF 2_167323.dor./C58EA28C-18C0-4a97-9AF2- 036E93DDAFB3/167323.doc?attach-1 • Perform work with own forces and repayment through approved budget for actual, incurred charges. • Contracting Party with consultants and contractors. • Permit Applicant with Federal, State,and Local Agencies. • Day-to-day management during and post construction, insurance, bills (invoices, books and records, staffing) • Lake Oswego may propose an outside Project Manager, but all parties must agree. • Budget preparation. • Asset Management Program. • No third party operator without Council consent. C. Technical Committee(3.2) • Technical representatives from each City. The Technical Committee will review all design,permitting, and construction issues and make recommendations to the Managing Agency or Oversight Committee as required or necessary. • analysis of requests for proposals; • direction to the consultant teams; • whether a traditional design-bid-build method should be used or alternate contract delivery method should be used; • schedules • The Technical Committee shall meet as necessary to keep project on schedule; • Lake Oswego may propose an outside Project Manager, but all parties must agree D. Oversight Committee(3.3) • Two members appointed at the pleasure of each party; • Meets as necessary to keep the project on schedule, but not less than quarterly; Page 2 of 10 htlps:/Ao-exchange.ci.oswcgo.or.us/cxcl►onge/dpowclVlnbox/Lakc 0swego_xr8Fr Tigard.EMUI_multipart xrgFF_2 167323.doc/C56EA28C-18C0-0a97-9AF2- 036E93 DDAFa 3/167323.doc7allacha I • Review proposed projects and related matters and make recommendations to the Managing Agency or City Councils as required or necessary; • Review and recommend all proposed budgets during design, construction, and operation, and prior to submission to the respective city councils E. Council Decisions(3.6) • Budget • Capital Improvement Program • Property Matters • Operational Protocols • Initial and Long Term Expansion • New Partners • Modification, Amendment, Dissolution • Third-Party Operator. F. Land (Articles IV, V) • Transfer of identified the Lake Oswego properties to a joint tenancy in common ownership with Tigard via a warranty deed at conclusion of Initial Expansion construction. Until completion,Tigard has equitable property interest. • Proportionate to Supply Facility ownerships(5.1); • Valuation by MAI Appraisal; • Additional land will be acquired in the same ultimate ownership proportions as in the Supply Facilities • If Project does not go forward,cessation of Tigard Interest. G. Design of Facilities (Article VI) • Procurement by Lake Oswego procedures with Lake Oswego as the Managing Agency for the selection of design firms; • Tigard must approve design firms; Page 3 of 10 hltps://I o-exchange.ei.Oswego.or.ustexcitange/dpowcllnnbox/L.ak-c oswcgo_xFBFF * ignrd.EMU1 multipart xFBFF_2_167323.doc/CSBEA26C-ISCO-4a97-9AF2- 036E93DDAFB3/167323.doc?atlach=i • Technical Committee will develop parameters with the consultant for improvements to all components of the Supply Facilities (6.3) • Designs recommended by Technical Committee and Oversight Committee for approval by the respective Councils. H. Permitting(6.2) • Lake Oswego,with the advice and consent of Tigard,will be the responsible permitting agency to obtain all permits, either through the consultant, contractor, or its own forces; • Review and approval by Tigard; • The anticipated or potential permits necessary are: ➢ Section 404 Permit under the Clean Water Act, Division of State Lands/Army Corps of Engineers ➢ Any Oregon Division of State Lands Permit in addition to the 404 Permit ➢ Water Resources Department Oregon Department of Fish and Wildlife, United States Fish & Wildlife, or NOAA through consultation, under Endangered Species Act Y Any design review or other land use permit Z Any other permit or approval required for the project I. Construction Management(6.3) • Lake Oswego as Managing Agency; • In conjunction with the Oversight Committee and Technical Committee, recommendation will be made to each Council regarding the contracting methods to be used for construction; • Lake Oswego shall employ its Local Contract Review Board Rules and other purchasing rules for the projects and process. • Progress payment requests,change orders,punch list items and construction in general. Page 4 of 10 Mips:Mo-exchange.ci.os%vego.or.us/exchange/dpowellllnbox/l.al:c Oswcgo_xF8FF_Tigard.EMUI_multipart xF8FF 2_167323.doc1C58EA28C-18C0-4a97-9AF2- 036 E93DDAFH 3/167323.doc?attach—1 • Change order approval authority without necessity of Council review and approval is Lake Oswego's purchasing rules (3.1). J. Design and Construction Payments (6.3.2) • As progress payments requests are received during design and construction, Lake Oswego will pay • Lake Oswego will bill Tigard according to the allocation of assigned capacity of the components of the system. Tigard pays within 30 days unless disputed. • Any disputed amount shall be resolved according to a dispute resolution process. • No dispute will cause cessation or delay of work by the contractor. If the contractor threatens to suspend or terminate work because of a dispute over nonpayment, the parties agree to make such payments so that Lake Oswego can resolve the contractor issues and keep the project moving, and expressly reserve all rights regarding ultimate allocation of costs for obligations paid to the contractor. • Resolution of claims by designers or contractors shall require the consent of both parties • Post construction, the Technical Committee and Oversight Committee shall meet as needed to review and recommend to matters related to warranty or other contract performance issues. • Lake Oswego shall continue as the Managing Agency for operation, maintenance, repair, and replacement of the Supply Facilities Initial Expansion. K. Allocation of Proportionate Interest (Article IV, VH) • Initial Expansion Interest(4.2 and Exhibit) • Allocation of costs based on proportionate capacity will be reviewed and adjusted by parties, as necessary (Article VII). • Amenities or community improvements resulting from the permitting process will be a project cost. Amenities not required by the permitting process and not related to the water system will be paid for at the sole expense of the party requesting such amenities. (Affects O&M costs as Nvell) Page 5 of 10 hups Plo-exehunge.c i.oswcgo.cr.us/ex ch ange/dpowel Illnbox/Lakc Oswcgu_xF8FF_Tigard.EWJi_muldpan_ FBFF_2_167323.dor/C58EA28C-I8C0-4a97-9AF2- 036E93 DDAFB3/167323.doc7a1tach=l • Capital Improvements Based upon Future Regulatory Matters. If additional construction to meet new regulatory requirements occurs, Lake Oswego will coordinate financing,design, and construction of those improvements,which will be distributed on the basis of proportionate capacity ownership. • Long Term Expansion or other approved Projects will allocate costs as negotiated. L. Long Term Expansion or Other Expansion of the System (Article IX) • Use of the system should be accomplished first by utilizing the existing capacity to serve the parties • Expand only after all capacity is projected to be used within a reasonable planning horizon • Leasing (Article X) • Planning document($.2) o Submitted at least every five years 0 10 year horizon for capacity and demand • New opportunities for the system shall first be brought to the Parties for consideration and joint action. • If one party chooses not to participate,the other party may proceed. • A party may propose expansion to the other. o If the party declines,the proposing party may proceed, so long as no adverse operational or financial impacts. o If each party agrees,then they shall negotiate a project to allocate costs and responsibilities. • Long Term Expansion presumed for Lake Oswego, but depends on demand as to when built. Tigard or Lake Oswego may propose expansion. Lake Oswego must choose: o Sell all or a portion of 6 mgd to Tigard. o Lake Oswego builds 6 mgd and leases to Tigard. o Tigard builds 6 mgd subject to Lake Oswego's ability to buy back all or a portion, Page 6 of 10 https:Nlo-exchange.ei.os%vcgo.or.us/exchange/dpowelVlnbox/Lake Oswcgo_xFBFF_Tigard.EMUI multiparl_xFBFF 2_167323.doc/C58EA26C-19CDAa97-9AF2- 036E93DDAF83/167323.doc7attacl►=I o Other mutual agreement. M. Leasing • A party shall be required to lease to the other such unused capacity in the system to the extent available according to the planning document. • The term of the lease shall be not less than one year nor more than ten, upon such conditions as the parties agree. • The lease shall be a short-term ineasure that allows the party to defer expansion or new construction of system components and to provide the parties with a near term, stable planning horizon. • Lease payment shall be based upon formula unless parties mutually agree otherwise(10.5). N. O&M Payments (Article VII) • The budget will provide for each party's anticipated share of operation and maintenance based upon utility cost of service principles • Approval by both parties. • Operation and maintenance shall be charged based on the amount of water use in efs multiplied by the O&M expense rate. • Renewal,replacements, and system upgrades shall be made proportional to ownership and billed based upon need. • Special allocation for site amenities • Payment is due 30 days after invoice. O. Sales or Lease to Others{,Article XI) • Except for existing wholesale customers and existing mutual aid agreements,no party may contract for sale or lease of water to third parties without the approval of the other party. • Sales will be joint with net revenues to each party in proportion to ownership • A party may add wheeling charges P. Operations Committee/Operations Manual (Article XII) Page 7 of 10 https:/Aotxcliangc.ci.Oswego.or.uslcxchangddpowclMbox/Lake Oswego xF8FF Tigard19vVI multipart xFgrF 2_167323.doe/C58EA28C-18CO4a97-9Ar'2- 036E93DDAFB3/167323.doc7auach-I • Within six months from the date of substantial completion of the Initial Expansion, the parties shall agree on an Operations Manual for the system. • The parties shall appoint at least one person technically proficient in the utility system operations to the Operations Committee. The Operations Committee shall report to the Oversight Committee not less often than quarterly S. Total or Partial Termination and Withdrawal or Sale of Assets (Article XIII) • Either party may elect • Effective date would be two years from the date of notice unless otherwise agreed to. • The parties shall meet for the purpose of establishing the purchase price. o Unless the parties agree otherwise,the sale price is depreciated replacement cost value • The nonwithdrawing party may purchase all or a portion of the withdrawing partner's ownership. If not,the withdrawing partner shall have the right to sell, assign or lease to another governmental entity. Remaining Party has to consent to a new player. o Sale or assignments to nonpartner entities are not subject to the valuation formula of this section regarding negotiated price. o Criteria for consent. • Lake Oswego's existing water rights excluded. • Payment shall be due on the effective date of termination or withdrawal or sale unless the parties agree otherwise. • Other Material Breach o Monetary penalties o Specific performance of obligations • Dissolution of the Partnership (13.1) o If the parties mutually agree,the Partnership may be dissolved and the parties shall agree on a plan of dissolution Page 8 of 10 haps://lo-exchange.ci.oswego.or.us/exchange/dpowelVlnboxnA-c Oswego xFBFF_Tigard.EMUI_mulUpart_xrBFF_2_167323,doc/CSBEA28C-18C0-4a97-9Ar2- 036E93DDAFB3/167323.doc?attach=I o All debts and obligations are paid or each party shall assume its proportionate share of debts and obligations unless otherwise provided o Hold harmless to others o The parties shall execute those documents necessary to vest proportionate ownership of the Supply Facilities in each party and execute a post-dissolution management agreement o Tigard shall always be fissured of having a source to provide 14 mgd per day water supply to the extent it retains the Supply Facilities following dissolution and uses the water in its service area. A Water Supply Agreement must be negotiated. Q. Dispute Resolution(Article XIV) • Negotiation by the City Managers and ratified by the City Councils • Mediation (Nonbinding/Approved by Councils) • Arbitration: Three arbitrators. ➢ Panel of three unless the parties agree on a single arbitrator ➢ Nonbinding • Clackamas County Circuit Court. • Each party bears its own legal costs,witness fees,and other costs R. Other Provisions(Article XVID • No assignment or transfer without consent of the other party • Extension of Party's water supply service by the identified Supply Facility to an area beyond that area identified for each party in the Carollo Report shall require the prior consent of the other party, and shall not be unreasonably withheld considering capacity and demands and other system factors • Annexations or service to identified areas in the Carollo Report shall not require consent • Each party agrees to indemnify the other from its own acts or negligence. Page 9 of 10 hllps://lo-exchonge.ci.oswego.or.us/exchangddpokvclUlnbox/n.ake 0mvcgo_xF8FF Tigard.EMUI muldpur_xFBFF 2_167323.doc/C58EA28C-18C0-0a97-9AFZ- 036E93DDAFa3/167323.doc?=ach—I S. 2016 And Beyond(Article XV) (1) Future Agreements and Governance(2018) • Within three years after completion of Initial Expansion construction • Oversight Committee will meet and in good faith negotiate whether this agreement shall be amended or a new agreement executed • If not, continue this agreement with periodic modifications as deemed necessary by the parties, or • Replace this Agreement with a new Agreement; or • Create a Supply Agency via: ➢ an intergovernmental under ORS Ch. 190 ➢ Members appointed by each Council ➢ May provide for transfer of assets to the new entity ➢ Agreement on what powers are vested by each city in the new entity ➢ Method of voting and decision making ■ Decisions made at the intergovernmental entity level ■ Decisions retained at the Council level ➢ Consent to Joinder of New Partners Page 10 of 10 https:/Ao-exchange.ei.oswcgo.or.us/cxchange/dpoweIL4nbox/lA,e Oswego 08FF Tigard.EMIJI_multiipart_xFSFF_2_167323.doc/C58EA28C-I8C0-4a97-9AF2- 036E93DDAF133/167323.doc7attach=l INTERGOVERNMENTAL AGREEMENT REGARDING WATER SUPPLY FACILITIES,DESIGN,CONSTRUCTION,AND OPERATION DATED , 2008 BETWEEN THE CITY OF LAKE OSWEGO AND THE CITY OF TIGARD CADocuments and Settings\greer\Local Settings\Temporary Internet Files\Content.Outlook\l2D82WYX\183039(2).doc TABLE OF CONTENTS Page RECITALS ................................................................................................................I ARTICLE I Definitions..............................................................................................3 ARTICLE II Warranties and representations of the Parties......................................11 ARTICLE III Management.........................................................................................12 ARTICLE IV System Ownership...............................................................................19 ARTICLE V Property; Creation of Tenancy in Common.........................................21 ARTICLE VI Design and Construction of Supply Facilities .....................................24 ARTICLE VII Operation and Management.................................................................28 ARTICLE VIII Supply Facilities...................................................................................32 ARTICLE IX Expansion Rights and Requirements...................................................36 ARTICLEX Leasing.................................................................................................40 ARTICLE XI Sales to Others.....................................................................................43 ARTICLE XII Operations Manual...............................................................................44 ARTICLE XIII Withdrawal, Termination of Membership, Sale of Assets and Dissolution...........................................................................................46 ARTICLE XIV Dispute Resolution...............................................................................51 ARTICLE XV Completion of Initial Expansion of the Supply Facilities....................53 ARTICLE XVI Notices.................................................................................................54 ARTICLE XVII General Provisions...............................................................................55 i CADocuments and Settings\greer\Local SettingsWemporary Intemet Files\Content.Outlook\12D82VNX\I83039(2).doc LIST OF EXHIBITS Exhibit 1 Existing Real Property, Supply Facility Components and Valuation Exhibit 2 Service Areas Exhibit 3 Map of Supply Facilities Exhibit 4 Surface Water Rights Exhibit 5 Supply Facilities Capital Improvement Program (to be adapted by Councils) Exhibit 6 Determination of Tigard Buy-In Exhibit 7 Allocation of System Improvement Costs to the Parties ii CADocuments and Settings\greerTocal Settings\Temporary Internet Files\Content.0utlook\12D82WYX\183039(2).doc This Intergovernmental Agreement Regarding Water Supply Facilities, Design, Construction, And Operation is dated , 2008 (the "Agreement"), by and between the City of Lake Oswego ("Lake Oswego'), an Oregon municipal corporation and the City of Tigard ("Tigard"), an Oregon municipal corporation. Lake Oswego and Tigard may also be referred to individually herein as a "Party" and collectively as the"Parties." RECITALS WHEREAS, the City of Tigard operates a municipal water supply utility under ORS 225, with transmission, storage and distribution facilities to deliver potable water to Customers within the area of the Cities of Tigard, King City, Durham, and the remainder of the Tigard Water District; WHEREAS, the City of Lake Oswego operates a municipal water supply utility under ORS 225, which treats and distributes potable water to Retail Customers and sells water at wholesale to the Lake Grove Water District, the River Grove Water District, Skylands Water Company, Glenmorrie Cooperative Association and Alto Park Water District (the"Existing Wholesale Customers"); WHEREAS, Lake Oswego has existing water intake and water treatment facilities, transmission, storage facilities (hereinafter "Supply Facilities") together with distribution facilities and water rights; WHEREAS, the Supply Facilities require capital improvements to repair and replace existing assets and to construct new improvements, all at a significant cost; WHEREAS, Tigard desires to acquire an ownership interest in the Supply Facilities to obtain a permanent source of raw water and treatment facilities for potable Page 1 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settingffemporary Intemet Files\Conlent.Outlook\12D82VNX\183039(2).doc water and also needs to make capital improvements for storage and transmission facilities; and WHEREAS, the Parties jointly funded a study by Carollo Engineers known as the Lake Oswego and Tigard Joint Water Supply System Analysis dated July, 2007 ("Carollo Report"); and WHEREAS, the Parties agree that, based upon the Carollo Report, there are significant benefits by jointly taking action to perfect existing water rights, construct, repair, replace, expand and otherwise improve the Supply Facilities infrastructure necessary to supply that water to the Parties and to realize or mitigate potential environmental impacts and benefits;and WHEREAS, prior to the execution of this Agreement, the Parties worked in a collaborative, open, and participative manner to select an operating framework that best serves the needs of the Parties, and this Agreement incorporates those precepts; WHEREAS, the Parties agree that creation of this Intergovernmental Agreement and investment by the Parties shall provide the Parties with stability and local control over the source of supply, build ownership equity in the Clackamas River System, provide for flexibility in the use and allocation of water, provide for flexibility for management of water resources for enhanced costs and operation efficiency, create opportunities to share and trade staff resources, expertise and technological capabilities, and being fully advised, NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows: Page 2—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Intemet Files\Content.Outlook\12D82WYX\I83039(2).doc ARTICLE I DEFINITIONS 1.1 Definitions As used in this Agreement, the following terms when capitalized shall have the following meanings: 1.1.1 Agreement—this Agreement 1.1.2 Book Depreciation Life — the years used to depreciate an asset in accordance with Generally Accepted Accounting Principles. 1.1.3 Capacity — capability from the various components of the Supply Facilities to produce or deliver water; measured in cubic feet per second (cfs), gallons, gallons per day (gpd), gallons per minute (gpm), million gallons per day (mgd), or other comparable measurement and available based on current operating conditions consistent with generally accepted engineering and operating practices. 1.1.4 City of Lake Oswego — an Oregon Municipal Corporation in Clackamas, Multnomah, and Washington Counties, Oregon. 1.1.5 City of Tigard— an Oregon municipal corporation in Washington County, Oregon. 1.1.6 Clackamas River Intake Pump Station— an existing structure comprised of a reinforced concrete building and all equipment and materials contained therein or any future expansion, modification or replacement thereof that allows water to be withdrawn from the Clackamas River and pumped through the raw water transmission line to the Water Treatment Plant Facilities. The Clackamas River Intake Pump Station ownership and its Page 3 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settingffempowy Internet Files\Content.Outlook\12D82wYX\183039(2).doc agreed value are more fully described in Exhibit 1 which, exhibit may be updated and revised by resolution of the Parties. 1.1.7 Curtailment Plan — A written plan developed for curtailment of water service in accordance with OAR Chapter 690 Division 86 rules. 1.1.8 Demand—the amount of water used or projected to be used by a Party and imposed on the Supply Facilities to serve a Party's Retail Customers its Existing Wholesale Customers and ultimate service area measured in cfs, gallons, gpd, gpm, mgd, or other appropriate measurement. The basis for determining Demand may be waived or modified by the Parties due to unusual circumstances such as a fire, emergency, etc. 1.1.9 Depreciated Replacement Cost value — the value calculated in the current year by multiplying the original cost of the asset times the index in the Engineering News Record Construction Cost Index 20-City Average, 1913=100 as published in the Engineering News Record for the year of evaluation. The products shall be divided by Engineering News Record Construction Cost Index 20-City Average, 1913=100 as published in the Engineering News Record for the year placed in service. The result shall then be depreciated from the year placed in service to the year of evaluation using the Book Depreciation Life. The formula* is expressed as follows: DRC=(CC*ENR' / ENR-) *(1-(Ye-Yo)/BDL)) Where: DRC=Depreciated Replacement Cost Value. Page 4—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local SettingsWempotary Internet Files\Content.Outlook\12D82WYX\183039(2).doc CC =Construction cost. ENR'= Engineering News Record Construction Cost Index for the year of evaluation. ENR' = Engineering News Record Construction Cost Index for the year placed in service. Y'=Year of evaluation. Y'=Year placed in service. BDL= Book Depreciation Life. 1.1.10 Existing Wholesale Customers — the Lake Grove Water District, River Grove Water District, Skylands Water Company, Glenmorrie Cooperative Association, and Alto Park Water District who are served at wholesale by Lake Oswego as if they were a Retail Customer of LO under the terms and conditions of this Agreement. The Cities of King City and Durham and the Tigard Water District are contractually served by Tigard and for purposes of this Agreement shall be defined as existing wholesale customers. The parties recognize that the status of these entities are contractual and may change over time as determined by the affected Party to this agreement and the existing wholesale customer. 1.1.11 Fiscal Year—the time period as defined under ORS 294.311(17). 1.1.12 Local Government Investment Pool (LGIP) — The Oregon State Treasurer's Local Government Investment Pool, subject to regulatory oversight by the Oregon Secretary of State and administered by the Oregon State Treasury. Page 5—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\I.ocal SettingsWempoiary Intemet Fi1es\Content.0ut1ook\12D82WYX\l83039(2).doc 1.1.13 Municipal Bond Index — The rate as published by the State of Oregon Treasury Department entitled "Oregon Bond Index — Oregon A Rated 20 Year" for the first date after the beginning of the fiscal year. Should said rate cease to be published, then the Parties shall determine another comparable index. The date used for determination of the rate may be modified by the Parties in the event of unusual market circumstances (such as declaration of war by the United States). 1.1.14 Planning Forecast— the document submitted by the Parties in accordance with Article 8.2 which shows the Demands of each Party to be imposed on the Supply Facilities and the Capacity owned or leased by each Party in such facilities. 1.1.15 Project — The design, permitting and construction of new and expanded Supply Facilities, as generally described in the City of Lake Oswego and Tigard Water Service Area Joint Water Supply System Analysis dated July, 2007 by Carollo Engineers ("Carollo Report") to provide 32 million gallons per day capacity by 2016 (the Initial Expansion) with the capability to further expand up to 38 million gallons (Longterm Expansion) per day when it appears the water demands of the Parties will exceed 32 mgd. At the completion of Initial Expansion, the Lake Oswego allocation shall be 18 million gallons per day and the Tigard allocation shall be 14 million gallons per day. 1.1.16 Property— Property shall be parcels of real property owned in fee simple, by easement or other interest over, under or upon which the supply Page 6—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer%mal SettingsUemporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc Facilities are or will be located as part of the Initial Expansion or Long Term Expansion. Property currently held by Lake Oswego will remain in the name of Lake Oswego until completion of the Initial Expansion. Until completion of the Initial Expansion, Tigard shall have an equitable interest as if it were a vendee under a land sale contract. Additional properties acquired as part of the Initial Expansion or the Long Term Expansion shall be acquired as tenants in common in proportion to the Parties' allocation of capacity. 1.1.17 Retail Customers — A user within the Party's service area boundary to which users may be added from time to time by annexation, extra- territorial extension of service, merger and/or consolidation or by intergovernmental agreement among the Parties pursuant to ORS 190. A municipal corporation or other entity, which purchases water for resale, shall not be considered a Retail Customer. 1.1.18 Service Area — The existing and future service area for each Party as identified in the Carollo Report, as set forth on Exhibit 2, and as may be modified by the Parties or pursuant to Section 17.8.3 of this Agreement. 1.1.19 Summer Period—June 1 through October 31. 1.1.20 Supply Facilities — the facilities utilized by the Parties identified in the Carollo Report consisting of Water Treatment Plant Facilities, Transmission Facilities, Water Storage Facilities, and other facilities necessary for treatment and conveyance of potable water to the Parties. A map of the Supply Facility components is provided in Exhibit 3, which Page 7—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Intemet Files\Content.0utlook\12D82WYX\183039(2).doc exhibit may be updated and revised by resolution of the Parties. The map is for illustrative purposes only and shall not be considered a legal description of the Supply Facilities 1.1.21 Surface Water Rights—those water rights held by Lake Oswego registered with the State of Oregon Water Resources Department, which allow for diversion of water for use at the Water Treatment Plant Facilities. The Surface Water Rights are more fully described in Exhibit 4, which exhibit may be updated and revised by resolution of the Parties. 1.1.22 Transmission Facilities — the raw water transmission line connecting the Clackamas River Intake Pump Station to the Water Treatment Plant Facilities and the finished water transmission line connecting the Water Treatment Plant Facilities to Lake Oswego's Waluga Reservoir as identified in the Carollo Report. The Transmission Facilities, ownership and their agreed value are more fully described in Exhibit 1 which, exhibit shall be updated and revised by resolution of the Parties. 1.1.23 Water Treatment Plant Facilities — the pumping stations and treatment plant, which treat raw water and produce potable water for conveyance by the Transmission Facilities. The Water Treatment Plant Facilities, ownership, and their agreed value are more fully described in Exhibit 1, which exhibit shall be updated and revised by resolution of the Parties within 30 days after the execution of this Agreement, following completion of an updated appraisal. Page 8 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Intemet Files\Content.Outlook\12D82WYX\183039(2).doc 1.1.24 Water Storage Facilities — the existing Waluga Reservoir which receives potable water from the Water Treatment Plant Facilities as conveyed through the Finished Water Transmission Facilities and any future expansion, modification or replacement thereof. The Water Storage Facilities, ownership, and their agreed value are more fully described in Exhibit 1, which exhibit shall be updated and revised by resolution of the Parties. 1.1.25 Winter Period—November 1 through May 31. 1.2 Interpretation In this Agreement, unless a clear contrary intention appears: (a) reference to any person includes such person's successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a person in a particular capacity excludes such person in any other capacity; (b) reference to any gender includes each other gender; (c) reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (d) reference to any Article, Section, Schedule or Exhibit means such Article, Section, Schedule or Exhibit to this Agreement, and references in any Article, Section, Schedule, Exhibit or definition to any clause means such clause of such Article, Section, Schedule, Exhibit or definition; (e) "hereunder," "hereof," "hereto," "herein," and words of similar import are references to this Agreement as a whole and not to any particular Section or other provision hereof, Page 9—Lake Oswego-Tigard Water Supply Agreement CADocurnents and Settings\greer\Local SettingsUemporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc (f) relative to the determination of any period of time, "from" means "from and including," "to" means "to but excluding" and "through" means "through and including"; (g)"including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term; (h) reference to any law (including statutes and ordinances) means such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated hereunder; and (i) "will" and"shall' are mandatory terms. Page 10—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Intemet Files\Content.0utlook\12D82WYX\183039(2).doe ARTICLE II WARRANTIES AND REPRESENTATIONS OF THE PARTIES 2.1 Warranties of the Parties The Parties hereto warrant and represent that they have the legal authority to enter into this Agreement. 2.2 Approval of the Governing Bodies The Parties to this Agreement hereby certify that they have undertaken the necessary public procedures to approve and authorize the signatories to this Agreement to act on behalf of the Party executing this Agreement. 2.3 Obligation of Good Faith and Fair Dealing The Parties each covenant to deal fairly and in good faith with the other to fulfill the covenants and requirements of this Agreement. Tigard has an existing water supply contract with the City of Portland that expires on July 1, 2016 unless extended. Costs of water will increase after July 1, 2016, because Portland is expected to embark on a large-scale capital improvement program and the rate to wholesale customers will increase to account for this capital construction. Also, the timing and method of withdrawal after July 1, 2016 will leave Tigard with less flexibility in extricating itself from the Portland contract. For these reasons, having the initial expansion project complete by July 1, 2016 is of paramount importance to Tigard. Lake Oswego recognizes Tigard's circumstances and agrees it will undertake its best efforts in good faith to meet this schedule for the initial expansion project. Page 11 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greerTocal Settingffemporary Internet FilesTontent.0utlook\12D82WMI83039(2).doc ARTICLE III MANAGEMENT 3.1 Managing Agency Lake Oswego shall be the Managing Agency to manage the operation, maintenance, repair and replacement of the existing Supply Facilities and to manage the planning, design and construction of the Initial Expansion of the Project. Lake Oswego shall be the contracting agency with consultants and contractors, and the named party on permits required from local, state, and federal regulatory agencies. Lake Oswego shall have the power to a) approve contracts and change orders subject to its purchasing rules, b) take such actions reasonably necessary during an emergency and c) other such powers as may be granted by the Parties from time to time. Lake Oswego shall be responsible for conducting the day-to-day business affairs including: payment of invoices, accounting, budgeting, operation and maintenance of the Supply Facilities, planning, project management, maintaining records, and other such duties as required. Tigard shall pay its share of costs in accord with the terms and conditions of this Agreement. 3.2 Technical Committee Each Party shall appoint two technical representatives to meet at intervals deemed appropriate for communication and coordination, and to keep the Project on schedule. The Technical Committee shall review all methods of contracting, requests for proposals, contracts, value engineering, designs, permit applications and costs. The Technical Committee will endeavor in good faith to make recommendations to the Managing Agency or Oversight Committee as the Technical Committee deems appropriate or where required by this Agreement. If Page 12—Lake Oswego-Tigard Water Supply Agreement CADocuments and SettingftreerV_ocal Settings\Temporary Intemet Files\Content.Outlook\12D82WYX\183039(2).doc the Technical Committee cannot agree on a recommendation and is at impasse, the matter will be referred to the Oversight Committee. The Technical Committee must review and recommend to the Oversight Committee any proposal by Lake Oswego to retain an outside project manager. 3.3 Oversight Committee Lake Oswego and Tigard shall each appoint two persons to the Oversight Committee. The members shall serve at the pleasure of the appointing Council. The Committee shall meet as deemed necessary by the Managing Agency or Technical Committee to keep the Project on schedule, but in no event less often than quarterly. The Oversight Committee shall review and the individual members of the committee shall present to their respective Councils proposed projects as identified in the Carollo Report or other proposed projects and related matters and budgets or funding requests. The Oversight Committee will endeavor in good faith to make recommendations to the Managing Agency or to the City Councils as the Oversight Committee deems appropriate or where required by this Agreement. If the Oversight Committee cannot agree by majority, then the tie vote shall be deemed a no vote so that no recommendation is made. The respective City Councils will then consider and vote on the matter. The Oversight Committee must review and approve any proposal to retain an outside project manager. Nothing herein shall be deemed a waiver of a Party's right to submit these matters to Dispute Resolution under Article XIV. The Managing Agency shall be responsible to staff and assist the Oversight Committee to comply with public meetings law and notice requirements as necessary. Page 13 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\L.ocal Smingffempomry Internet Files\Content.Outlook\12D82WYX\183039(2).doc 3.4 Budgeting and Accounting The Managing Agency shall prepare a budget specific to the capital and operating needs of the Supply Facilities for each Fiscal Year. The budget shall include an estimate of direct and indirect costs of personnel from either Party who are anticipated to provide services as part of the ultimately approved budget. A draft budget shall be prepared and distributed to the Technical Committee by March 1St for comment. A draft budget shall be prepared and distributed by the Managing Agency to the Oversight Committee by April 30th. The final budget must receive approval by each Party by June 30"'. If any Party uses a biennial budget cycle, the dates above shall remain the same for the applicable budget preparation year and that Party shall update the budget amounts anticipated for the off year for the benefit of the other Party's budget process. Each Party's proportionate share of the expenses of operation and maintenance of the Supply Facilities, including reserves for repair and replacements, permitting, design and construction and other expenses as may be incurred, shall be estimated, and set forth in the annual budget, and the amount estimated shall be recommended to be included as operating expenses, in each Party's individual adopted budget. If the budget includes accumulation of funds designated for a particular purpose or future use, such amounts shall be accumulated in a restricted or earmarked fund. The Managing Agency shall maintain an independent budget control procedure and provide budget reports at least quarterly to each of the Parties not later than 30 days after the end of each quarter. This report shall show Page 14—Lake Oswego-Tigard Water Supply Agreement C:\Documents and Settings\greer\Local Settings\Temporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc s expenditures and receipts by budget item for each transaction through the last working day of the preceding quarter. 3.5 Asset Management Program Within one year following substantial completion of the Initial Expansion, the Managing Agency shall create a thorough inventory all of the assets associated with the Supply Facilities, including physical facilities and real estate holdings. The inventory shall describe the current conditions of these Supply Facilities, their current value (replacement cost less depreciation), and repairs and replacements that may be necessary. The inventory shall include a schedule for repairs and replacement. The Technical Committee may propose policies to the Oversight Committee that guide, schedule and fund the repair and replacement of the assets and suggest amendments to the Supply Facilities Capital Improvement Program. The Oversight Committee shall then forward the draft inventory, any proposed policies and amendments to the Supply Facilities Capital Improvement Program to the Council of each Party for its approval. The program and policies shall be based on prudent utility practices and industry standards. Annually, the inventory shall be reviewed for additions and deletions. 3.6 Council Decisions Approval by the Councils of each Party is required for: 3.6.1 Any sale, transfer, lease, exchange, or other disposition of any Property over, under, or upon Supply Facilities are located; 3.6.2 Entry to any mortgage, pledge, encumbrance or refinance of the Property or Supply Facilities; Page 15 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Internet Files\Content.Outlook\12D82WYX\I83039(2).doc 3.6.3 Approval of any budget; 3.6.4 Approval of any nonemergency expenditure by the Managing Agency that has not previously been approved and budgeted and that exceeds the Managing Agency's authority under its purchasing rules to make the expenditure without the approval of its Council, or a capital improvement project not listed on the Supply Facilities Capital Improvement Program. If a capital improvement project has been budgeted and is part of the supply Facilities Capital Improvement Program, the Managing Agency shall be authorized to contract for all work necessarily related to deliver a complete and functioning project; 3.6.5 Approval of any decision to burden the Property or Supply Facilities with additional easements, licenses, or other encumbrances or to use the property for non-water related purposes. 3.6.6 Approval of any decision to change the use or the operation of the Property or Supply Facilities beyond adopted operational protocols; 3.6.7 Approval of the Initial Expansion or Long Term Expansion; 3.6.8 Approval of amendment of the Agreement to allow a new Party to join; 3.6.9 Approval of modification, alteration or dissolution of this Agreement; 3.6.10 Approval of a Supply Facilities Capital Improvement Program and amendments. When adopted, it will become Exhibit 5 and made part of this Agreement. 3.7 Use of Employees Page 16—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc To the extent that any Party uses its own employees in the performance of its duties under this Agreement, that entity shall be responsible for complying with all applicable state and federal laws and for all employment related benefits and deductions, workers' compensation premiums and pension contributions. Decisions regarding employees shall be the sole responsibility of the Party who employs him or her. 3.8 Audit Record g, Keep in • Access to Records The Managing Agency shall cause an annual audit to be conducted pursuant to the requirements of ORS 207.425, 297.455, 297.465 and 297.466. The Managing Agency shall maintain its books and records in such manner that the Supply Facilities and expenditures related thereto are separately stated and capable of review without being combined or mixed with the nonsupply facility assets. The Managing Agency shall maintain all fiscal records relating to the Supply Facilities and Project in accordance with generally accepted accounting principles. In addition, the Managing Agency shall maintain any other records pertinent to the Supply Facilities and Project in such a manner as to clearly document the Managing Agency's performance hereunder. All such fiscal records, books, documents, papers, plans, and writings shall be retained by the Managing Agency and kept accessible as required by law. The Managing Agency agrees that the other Party and its authorized representatives shall have access to all books, documents, papers and records of the Managing Agency which are directly related to the Supply Facilities and Page 17 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc Project for the purpose of making any audit, examination, copies, excerpts and transcripts. Page 18 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Intemet Files\Content.Outlook\12D82WYX\183039(2).doe ARTICLE IV SYSTEM OWNERSHIP; ALLOCATION OF CAPACITY 4.1 System Ownership Upon execution of this Agreement, Tigard shall pay Two Million Fifty Four Thousand, Two Hundred Twenty-Six Dollars ($2,054,226.00) or such amount based on the valuation analysis set forth in Exhibit 1 to Lake Oswego which Lake Oswego agrees to dedicate as working capital to the Project. Upon payment, Tigard shall be granted by this Agreement an equitable interest in the Supply Facilities as if it were a vendee under a land sale contract. Title shall transfer upon completion of the Initial Expansion of the existing Supply Facilities. The Parties shall each then own undivided interests in the Supply Facilities and Property. Such ownership shall be a percentage ownership in the Supply Facilities component as set forth in the exhibits in this Agreement. At the time of execution of this Agreement, the existing assets shall be valued as shown on Exhibit 1 and the contributing partner shall receive a credit for the asset value. If the current appraisals of the assets are not available at the time of execution of this Agreement, the Councils shall approve amendments to the exhibits to reflect updated valuation information when received and Tigard shall pay the difference to Lake Oswego as provided above. If the Initial Expansion is not constructed, Lake Oswego shall refund the amount of Tigard's payment to Lake Oswego plus interest at the LGIP rate within 30 days of the decision to abandon the Project and Tigard shall have no further ownership or equitable interest in the Lake Oswego Supply Facilities and Property. Tigard will execute any document required by Page 19—Lake Oswego-Tigard Water Supply Agreement C:Omuments and Settings\greer\Local SettingsUemporary Intemet Files\Content.Outlook\12D82WYX\183039(2).doc Lake Oswego to convey any interest Tigard may have in Lake Oswego Supply Facilities and Property. Tigard's purchase of its percentage share of the Supply Facility assets shall be by capital contribution, mutually approved in kind contributions or payment of design, permitting and construction costs for the system expansion so that upon completion of the Initial Expansion, Tigard's contribution shall equal its percentage ownership as shown in Exhibit 7. Lake Oswego's percentage as shown in Exhibit 7 is based on its contributed assets, financial contribution to the Initial Expansion, mutually approved in kind contributions and other mutually agreed factors. 4.2 Anticipated Ownership At the completion of the Initial Expansion, the Parties' percentage ownership shall be allocated as set forth on Exhibit7, attached hereto and incorporated by reference. 4.3 Allocation of Capacity At the completion of the Initial Expansion, Tigard's allocation of Capacity shall be 14 million gallons of water per day, and Lake Oswego's allocation of Capacity shall be 18 million gallons per day. Page 20—Lake Oswego-Tigard Water Supply Agreement CADocurnents and SettingAgreer\Local Settingffemporary Internet FilesWontent.0utlook\1 2D82WYX\l 83039(2).doc ARTICLE V PROPERTY; CREATION OF TENANCY IN COMMON 5.1 Creation of Common Ownership Title to or easement rights to all properties over, under or upon which Supply Facilities are or shall be located (Property) shall remain in the name of Lake Oswego until the completion of the Initial Expansion. Tigard shall have an equitable interest as if it were a vendee under a land sale contract. Within 90 days following completion of the Initial Expansion, Lake Oswego will, by Warranty Deed, convey to Tigard an undivided proportionate interest as tenant in common in the Property as set forth on Exhibit 7, attached hereto and incorporated by reference. The Parties agree the Property owned by Lake Oswego as of the date of this Agreement shall be valued in 2008 dollars. Property acquired after the date of this Agreement shall be acquired proportional to the Parties' respective allocations of Capacity, according to the purchase price paid. Closing costs for the Lake Oswego transfer to Tigard shall be shared equally. 5.2 Ownership Interest/Use 5.2.1 Title to the Property held in the name of Lake Oswego until transfer shall be held in part for the use and benefit of Tigard to the extent of Tigard's interest as set forth in this Agreement. Lake Oswego water rights shall not be transferred under any of the real property transfers. Upon transfer, title to the Property shall be held in the name of each of the Parties in their respective undivided interest. The Parties agree that except as provided herein, the Property is dedicated for water supply purposes. The Parties intend that their relationship, with respect to the Property, be a tenancy in Page 21 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\green\Local Settingffemporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc common. A Tenancy in Common Agreement shall be executed and recorded at the time of transfer. 5.2.2 The Parties' responsibility for all maintenance, insurance and other land costs, shall be: 5.2.2.1 Until completion of the Initial Expansion and transfer of an undivided interest to Tigard, the existing Supply Facilities shall be used by Lake Oswego at its sole risk and cost to accommodate water supply uses. 5.2.2.2 Following transfer, Lake Oswego and Tigard shall be responsible for all costs related to the Property in proportion to their respective interests as set forth on Exhibit 7. Such costs shall be included in the monthly invoices under Section 7.1.4. 5.3 Covenant The Parties declare that the Property is and shall be held, conveyed, hypothecated, encumbered, leased, rented, occupied and improved subject to the limitations, restrictions, covenants and conditions set forth in this Agreement, all of which are declared to be in furtherance of a plan established for the purpose of constructing and operating the Supply Facilities. All such limitations, restrictions, covenants and conditions are intended to run with the Property, and to inure to the benefit of and be binding upon all parties having or acquiring any right, title, interest or estate therein. Other incidental uses shall be limited or restricted to the extent they conflict with water supply purposes. 5.4 Partition Following transfer and so long as this Agreement is in effect, no Party shall seek Page 22—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc or obtain through any legal proceedings a judicial partition of the Property or sale of the Property in lieu of partition, without the prior written consent of the other Party. Page 23 —Lake Oswego-Tigard Water Supply Agreement C:\Documents and Settings\greer\Local SettingMemporary Internet FilesTontenl.0utlook\12D82WYX\183039(2).doc ARTICLE VI DESIGN AND CONSTRUCTION OF SUPPLY FACILITIES 6.1 Preliminary Planning and Desmon Tigard and Lake Oswego, by this Agreement, commit to design and construct the Initial Expansion, which shall include initially Water Treatment Plant, Clackamas River Intake Pump Station and Transmission Facilities with a design capacity of 32 mgd as generally described in the plan prepared by Carollo Engineers ("Carollo") dated July, 2007, and to achieve completion by July 1, 2016, immediately commence: 6.1.1 Participation in necessary joint planning sessions for the Supply Facilities; 6.1.2 Contribution of their proportionate share of costs of preliminary design, preliminary engineering, permitting, and other fees as necessary and as set forth on Exhibit 7, attached hereto and incorporated by reference. The Supply Facilities shall accommodate subsequent expansion up to 38 mgd (Long Term Expansion). The general configuration map of the Property attached to the Agreement as Exhibit 3 shall allow the Parties to expand the treatment plant in the future. Lake Oswego shall retain a project team for permitting, design, and construction management of the Initial Expansion of the Supply Facilities. 6.2 Permit Applications Lake Oswego, as the Managing Agency, shall be the lead agency in negotiating required permits for construction of the Supply Facilities. 6.2.1 Lake Oswego shall be responsible to obtain all other permits such as: Page 24—Lake Oswego-Tigard Water Supply Agreement C:\Documents and Settings\greer\Local Settings\Temporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc 6.2.1.1 Section 404 Permits under the Clean Water Act through the Division of State Lands and the Corps of Engineers; 6.2.1.2 Any permit necessary from the Oregon Division of State Lands for use of submerged or submersible lands for intake and transmission, if that is in addition to the 404 Permit; 6.2.1.3 Any permit with the Water Resources Department regarding permit extension, amendment of a Water Management and Conservation Plan, or application of water to beneficial use in the Service Areas identified in the Carollo Report; 6.2.1.4 Any permit necessary from the Oregon Department of Fish & Wildlife,the United States Department of Fish & Wildlife or the National Marine Fisheries Service through consultation; and 6.2.1.5 Any other permit required for the project. 6.2.2 Lake Oswego shall be responsible for obtaining necessary land development permits. The Parties agree that improvements imposed by the land use permitting body shall be a Project cost. Additional amenities not required by the land use permitting body shall be paid for at the sole expense of the party requesting them. Lake Oswego, in its proprietary capacity, further agrees to, in good faith, assist and support Tigard in its efforts to secure the issuance of all permits for pumping and transmission facilities from locations within the Lake Oswego City limits and to enable Tigard to provide water from the Supply Facilities to Tigard users. The Parties acknowledge, however, that this Agreement cannot bind Lake Page 25 —Lake Oswego-Tigard Water Supply Agreement CADocurnents and Settings\greer\Local SettingATemporary Internet Files\Content.Outlook\12D82wYX\183039(2).doc Oswego with relation to acts or decisions occurring in its regulatory authority, including, without limitation, the exercise of its regulatory authority to issue permits. 6.3 Construction 6.3.1 Project Management. During construction, Lake Oswego will, as Managing Agency, convene the Technical Committee at least bi-weekly to review project schedules and performance, progress payment requests, change orders and punch list items. Tigard may attend all contractor and consultant meetings. 6.3.2 Progress Payments. Progress payments, during design and construction, shall be billed monthly by Lake Oswego according to the proportionate allocation of system improvement costs for individual components of the Supply Facilities as set forth on Exhibit 7. For a construction contract or contract that materially includes construction within its scope that is included in the Supply Facilities Capital Improvement Program and approved budget, the Managing Agency may award such agreements after giving prior notice to each Council of the Project Engineer's estimate. Contracts not within the foregoing description or where the bid or proposed price exceeds the Engineer's estimate by 10% may not proceed unless each Council has approved. Within 30 days of invoice from Lake Oswego, Tigard shall remit the amount due, unless disputed. Any disputed amount shall be resolved in accordance with the Dispute Resolution Procedures of Article 14 below. However, notwithstanding the Page 26 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Tempotary Internet Files\Content.Outlook\12D82WYX\183039(2).doc foregoing, during construction no dispute between the Parties shall cause cessation or delay of work by the contractor. If the contractor threatens to suspend or terminate work because of a dispute over nonpayment, the Parties hereto agree to make such payments to Lake Oswego to resolve contractor issues and shall expressly reserve all rights regarding the ultimate allocation of costs or obligations paid to the contractor which shall be resolved by dispute resolution. 6.3.3 Post Construction. Following construction, the Technical Committee shall meet as needed to review and recommend to the governing bodies on matters related to warranty or other contract performance issues. Page 27—Lake Oswego-Tigard Water Supply Agreement CADocurnents and Settings\greer\Local Settings\Temporary Internet Files\Content.Outlook\12D82WYX\183039(2).doe ARTICLE VII OPERATION AND MANAGEMENT 7.1 Supply Facilities 7.1.1 Management. Lake Oswego shall have responsibility as Managing Agency to manage, operate, repair and replace the Supply Facilities until such time as the Parties agree otherwise. The Managing Agency may perform work with its own forces and charge the other Party therefore or by contract with another party. Additional work or charges outside the approved budget shall require unanimous consent of the Parties. 7.1.2 Operation and Maintenance Costs. The costs of operation and maintenance shall be allocated between the Parties according to water delivered from the water treatment plant to each Party's connection point to their distribution systems measured in hundred cubic feet (ccf) imposed on the Supply Facilities multiplied by the operations and maintenance expense rate in $/ccf. The method for calculating the rate and water use determination of payment shall be agreed to by the Councils based on the budget and anticipated water use considering the previous 12 months' water use. For the first year when Tigard draws water, the Parties will not have prior usage data from Tigard's use of the Supply Facilities. Therefore, the Parties agree that an estimated cost per ccf shall be determined based upon the budget and applied to all Tigard volumes with invoice on a monthly basis. At the end of the first year, actual unit costs will be calculated and reconciled as set forth in 7.1.4. Page 28 —Lake Oswego-Tigard Water Supply Agreement C:\Documents and Settings\greer\Local Settings\Temporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc 7.1.3 Renewal, Repair and Replacement Costs. The Parties shall budget for renewal, repair and replacement costs as provided in Section 3.4. The Parties shall make those payments as required for renewals, repair and replacement proportional to that Party's ownership interest in the Supply Facility component. 7.1.4 Billing and Payment. Each Party shall receive an invoice monthly from the Managing Agency representing one-twelfth of the allocated operations and maintenance budget amount for that Party. The invoice may also include required payments for renewal, repair, and replacement under Section 7.1.3 or the Managing Agency may send a separate invoice. Payment is due to the Managing Agency within 30 days of receipt of the invoice. On March 1" of each year, the Managing Agency will send an invoice calculating actual water usage as compared to estimated annualized expenditures in the budget and reconcile them. The respective Parties will pay (or receive credit for overpayment toward the next invoice) based upon this reconciliation. As soon as reasonably possible after June 30th of each year, the Managing Agency will conduct a similar reconciliation and the Parties will pay or receive credit for overpayment as appropriate on the next invoice in the new fiscal year. 7.2 Property Management. The Parties agree that the property over, under, or upon which the Supply Facilities are constructed shall be operated and managed as follows: Page 29—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Intemet Files\Content.0utlookU2D82WYX\l 83039(2).doc 7.2.1 Duties of the Managing Agency. The Managing Agency shall have the responsibility and authority to perform the following functions and may make decisions with respect to such matters as to the Property unless otherwise provided in this Agreement, 7.2.1.1 Operation, Maintenance, Repair, and Replacement. To contract for maintenance, repair and cleaning of the Property pursuant to an approved budget, contract, or other approval of the Parties as may be required by the terms of the Agreement. 7.2.1.2 Insurance. To obtain or renew a policy of property insurance insuring the Property against loss or damage by fire and other hazards covered by a standard policy of fire insurance with extended coverage endorsements written for the full replacement value of the Property. The Parties shall also obtain or renew a policy or policies of public liability and property damage insurance with a single limit of not less than $2,000,000. The policies shall name the Parties as co-insureds. 7.2.1.3 Assessments. To collect and deposit the assessments and other charges due from the Parties into an account established for the Property; to mail written notice to any Party who is more than 30 days delinquent in payment of any assessments or charges; and to mail written notice to the Parties for additional assessments whenever it appears that the funds on hand shall be insufficient to cover future expenses. 7.2.1.4 Payment of Expenses. To pay when due the expenses of the Property, and all other expenses or payments duly authorized by the Parties. Page 30—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local SettingsUemporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc 7.2.1.5 Records. To maintain complete and accurate records of all receipts and expenditures for the Parties. 7.2.1.6 Reimbursement of Expenses. Unless approved in writing by the Oversight Committee, no Party shall be compensated for services related to nonbudgeted matters where contingency or other funds in the approved budget are available. Otherwise, approval by each Council is required. However, a Party shall be reimbursed for out-of-pocket expenses. 7.2.1.7 Payment of Costs. Amounts owed by each Party for expenses related to the Property shall be invoiced as provided in Section 7.1.4. Page 31 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\green\Local Settings\Temporary Intemet Files\Content.Outlook\12D82WYx\183039(2).doc ARTICLE VIII SUPPLY FACILITIES 8.1 Use of Supply Facilities The Parties shall each use the Supply Facilities in a manner consistent with prudent water utility practices and to minimize interference with each other's use of its respective share of Capacity to meet its demands. Prudent practices shall include a mutual commitment to conservation and use of water without waste implemented in each Party's Water Management and Conservation Plan. When the Initial Expansion is completed and the Parties are using the Supply Facilities, the Parties anticipate that instances of overuse of Capacity by a Party will be rare and the Parties shall resolve such instances on a case-by-case basis. If a new member is added or if a third party is supplied by the Supply Facilities so that additional demands or capacity are placed thereon, then, unless caused by system operation conditions not caused by the overusing party, any use of 10% or greater by either Party (or third party user) than its share of Capacity for two consecutive years or three out of five years shall be overuse. The overusing Party (or third party user) shall compensate the other party at a lease rate as may be fairly and equitably agreed upon by the parties. In lieu of the above lease rate or in combination with it, the Parties may agree to construct the Long Term Expansion of the Project or reduce demand so that overuse shall cease to occur. 8.2 Mutual Forecast Submittal In order to make timely, reasonable and prudent judgments concerning meeting respective demands for capacity, the need to lease capacity, the ability to lease capacity, and the terms and conditions of any such Lease, the Parties shall each Page 32—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\gree6t oval Settings\Temporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc submit to the other commencing February 1, 2016 and February 1 of each fifth year thereafter, a 10-year planning forecast. The planning forecast shall set forth the respective projected water demands, capacity to serve that demand, and identify any deficiencies in capacity by year for the 10-year period. Demand shall include any sale of water from capacity agreed to or reasonably anticipated within the ten-year time frame. The capacity requirement for the Supply Facilities shall consist of the average of five consecutive days containing the highest average peak day demands (mgd) imposed by the Parties, for the summer period of May 15 to October 31. The Parties shall agree on an appropriate course of action as they deem reasonably available and prudent, under the forecasted circumstances, including, but not limited to, leasing capacity from one to the other, both within and without the timeframe of such planning forecasts. 8.3 Surface Water Rights Surface Water Rights shall remain in the name of Lake Oswego. By execution of this Agreement, Lake Oswego agrees to hold these permits or certificates for the benefit of Tigard and Lake Oswego to the extent of the rights of each under this Agreement. Development and beneficial use by the Parties of water authorized in the Surface Water Rights of Lake Oswego, but undeveloped as of the date of this Agreement, shall accrue to the benefit of all Parties, to the extent of their rights under this Agreement, without regard to ownership. 8.4 Water Treatment Plant Facilities Except during a curtailment event for any reason, each Party shall have or obtain Capacity in the Water Treatment Plant Facilities, to serve the Demand of the Party Page 33 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Intemet Files\Content.0utlook\12D82WYX\l83039(2).doc during the Summer Period and the Winter Period up to the respective allocations. The Capacity requirement for Water Treatment Plant Facilities shall consist of the average of the five (5) consecutive days containing the peak day demand (mgd) imposed on the Supply Facilities by the Party for each Summer Period and Winter Period. Capacity in the Water Treatment Plant Facilities may be obtained by purchase of excess existing Capacity, capacity expansion of the Water Treatment Plant Facilities and/or leasing of Capacity from another Party. 8.5 Transmission System The Parties agree to maximize the use of the existing Transmission System for the benefit of the Parties before construction of new transmission facilities. The Parties have agreed on connection points for delivery of water from the Transmission System as set forth in Exhibit 3, which exhibit may be updated and revised by resolution of each Party's Council. To the extent that a Party needs additional Capacity in the Transmission System, the Parties agree to sell or lease available Capacity in the Transmission System prior to construction of new transmission facilities. When expansion of the Transmission System is required, the Parties shall follow the procedures as set forth in Article 9. 8.6 Finished Water Storage The Parties agree to construct shared storage facilities where efficient and economic for both Parties. Notwithstanding this provision, each Party shall construct and operate separate adequate finished water storage within its distribution system to meet their respective operating and emergency conditions as set forth in the Operations Manual as required under Article 12. To the extent Page 34—Lake Oswego-Tigard Water Supply Agreement C:\Documents and Settings\greer\L.ocal Settings\Temporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc that a Party cannot do so, it may make a request to the other Party for supplemental storage. If the Party providing supplemental storage agrees to provide such storage, then the Party receiving such supplemental storage shall compensate the other Party as mutually agreed. Page 35 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc ARTICLE IX EXPANSION RIGHTS AND REQUIREMENTS 9.1 Expansion Requirements The Parties agree that use of the Supply Facilities by the Parties should be accomplished first by utilizing the Capacity in the Supply Facilities to serve the needs of the Parties. The Supply Facilities should be expanded only after the Parties are projected to be using all Capacity, within a reasonable planning horizon or at such other times as the Parties deem appropriate. In determining the appropriate time to begin expansion of the Supply Facilities, the Parties shall consider the time required to provide for environmental reviews, design, permits and construction. Therefore, the Parties agree to lease Capacity to another Party as provided for in Article 10 to reasonably and prudently defer capital improvements and costs thereof. 9.2 New Surface Water Rights and Expansion The Parties agree that finding opportunities to acquire new water rights (surface or ground) may be of great significance to their long range needs. This may include the purchase of existing Surface or Ground Water Rights or application for permits for surface, ground or stored water rights. The Parties agree that new sources shall be acquired jointly in proportion to the Party's ownership interest in the Supply Facilities. If a Party elects not to participate in the acquisition of additional water, the other Party may proceed individually. 9.3 Expansion Rights in the Supply Facilities The Parties shall use reasonable and prudent utility standards in determining as to when and to what size the Supply Facilities should be expanded. Such Page 36—Lake Oswego-Tigard Water Supply Agreement CADocuments and Seuings\greer\Local Settingffemporary Intemet Files\Content.0utlook\12D82WYX\183039(2).doc determination shall take into consideration the Demand requested by the Parties, the Capacity of the Water Supply Facilities, prudent utility planning standards and the available Surface Water Rights, and Transmission System owned or capable of being leased or expanded by the Parties. Based on the Planning Forecast of Section 8.2, a Party shall provide written notice to the other Party of its desire to expand the Supply Facilities. The Parties shall place the proposed project on the Capital Improvement Program. The intent of the Parties is to place the proposed project on the CIP for a period of five years. In the third year of the CIP, the Parties shall each decide whether to accept or reject participation in the expansion. Notice by a Party to participate in an expansion shall be in writing and specify the percent participation in the expansion. Each Party shall have the right to participate in the expansion in at least the same percentage level as the Party's percent ownership in the Supply Facilities at the time of the proposed expansion. A party may proceed individually if the other elects not to participate so long as the non-participating Party is held harmless from financial obligation. 9.3.1 Long Term Expansion of Water Treatment Plant. Notwithstanding Section 9.3 on expansion of the Supply Facilities, the Parties recognize that Lake Oswego has or will contribute to design and construction of Supply Facility components to achieve capacity of up to 38 mgd. If either Party proposes such Long Term Expansion of the Treatment Plant, Lake Oswego will determine if it wishes to participate and the amount of Capacity it desires, which may be the entire expansion amount. Lake Oswego will notify Tigard of its decision, which shall be conclusive. Depending upon Lake Oswego's Page 37—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\green\Local SettingsUemporary Internet Fi1es\Content.0udook\12D82WYX\183039(2).doc decision, the Parties will then negotiate a Project Agreement for the Long Term Expansion, which shall specify, among other things, a. whether all or any portion of the expanded capacity is sold to Tigard; or b. whether Lake Oswego builds the expanded capacity with its funds and leases the capacity to Tigard upon such terms and conditions as the Parties agree; or C. whether Tigard builds the expanded capacity with its funds subject to Lake Oswego's option to buy back all or part of the expanded capacity upon three years' written notice at the depreciated replacement cost of the expansion plus interest at the Municipal Bond Index from the date of substantial completion; and d. Such other mutually agreeable terms including adjustment of ownership interests in other Supply Facility components to match treatment plant capacity allocations of the Parties. 9.4 Other Assets There may arise other improvements which do not directly in and of themselves, provide for expansion of the Supply Facilities. In such circumstances, the Parties shall mutually determine the appropriate financial participation by each of the Parties. They shall consider the purpose for the construction of the asset and the benefits to be received by each of the Parties from the asset in determining the financial participation requirement of each. A party may proceed individually if the other elects not to participate so long as the non-participating Party is held Page 38 —Lake Oswego-Tigard Water Supply Agreement CM)ocuments and Settings\greer\Local Settings\Temporary Intemet Files\Content.Outlook\12D82WYX\183039(2).doc harmless from financial obligation. 9.5 Bonita Road Pump Station Tigard's Bonita Road Pump Station is or will be capable of providing water from Tigard to Lake Oswego if necessary. The Parties acknowledge this is beneficial to Lake Oswego in those circumstances, but the frequency is difficult to predict. If this Pump Station is used for the benefit of Lake Oswego as the Parties agree, Lake Oswego shall pay Tigard's costs to supply water, including Tigard's costs to purchase water from other entities, as if it were a short-term lease. Tigard will invoice Lake Oswego on a monthly basis in such circumstances. Page 39—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settingffempomry Internet Files\Content.Outlook\12D82WYX\I83039(2).doe ARTICLE X LEASING 10.1 Leasin>? As provided for in Article 8, the Parties shall lease to the other Capacity in the Surface Water Rights and Supply Facilities to the extent available according to the planning forecast. 10.2 Purpose The purpose of this Article is to acknowledge the rights of the Parties to lease from each other the unused portion of their respective 14 mgd and 18 mgd allocations of the total 32 mgd Capacity of Initial Expansion to be constructed, to establish the conditions under which such leasing may occur and to acknowledge the right to lease future capacity from each other based on future expansion of the Supply Facilities depending upon conditions and circumstances then and there existing and when future shares of capacities are known. This section is not intended to limit the Parties from otherwise agreeing on leasing of supply capacity to each other. If the Supply Facilities are expanded to 38 mgd, these lease provisions shall apply to the second increment of capital improvement. 10.3 Right to Lease Lake Oswego shall have the right to lease to Tigard and Tigard to lease from Lake Oswego such unused capacity of its 18 mgd as may be determined by Lake Oswego to be reasonably available and prudent to be leased to Tigard pursuant to section 8.2 or as they may otherwise agree. Tigard shall have the right to lease to Lake Oswego and Lake Oswego to lease from Tigard the unused capacity portion of its 14 mgd capacity as may be determined by Tigard to be reasonably available Page 40—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc and prudent to be leased to Lake Oswego pursuant to section 8.2 or as they may otherwise agree. 10.4 Term The term of any lease for Supply Facilities shall be for a minimum of one(1) year and a maximum of ten (10) years and upon such conditions for renewal as the Parties determine. A lease shall be a short-term measure that allows the Parties to defer expansion or new construction of Supply Facility components and to provide Parties with a near-term stable planning horizon. The Parties do not intend to have perpetual renewal terms. 10.5 Lease Payments The lease payment for Supply Facilities shall be determined by utilizing the Depreciated Replacement Cost Value of the asset amortized over the remaining Book Depreciation Life of the asset at an interest rate equal to the Municipal Bond Index rate plus 200 Basis Points at the year of the lease payment or a comparable index. The lease payment shall be fixed for lease terms of five (5) years or less. For lease terms of greater than five (5) years, the lease payment shall be recalculated every five(5) years in accordance with this Section 10.4. 10.6 Effective Date of Leases The effective date for leases set forth in this Article 10 shall be on April 1, following the adoption of this Agreement and every April 1,thereafter. 10.7 Curtailment of Leasing Capacity The Parties agree that a condition of any lease shall be that the lessee Party shall be provided Capacity to the same extent that Capacity is available to serve the Page 41 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Intemet Files\Content.0rutlook\12D82WYX\l83039(2).doc lessor Party's Demand. Curtailment of Capacity resulting from reduced availability of water for all new water supplies developed after the effective date of this Agreement shall be shared equally among the parties. Page 42—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local SettingsUemporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc ARTICLE XI SALES TO OTHERS Except for the Existing Wholesale Customers, existing mutual aid agreement, or extension of service to service areas identified in the Carollo Report, neither Party may contract for the sale or use of the Supply Facilities to any other entity or person who is not a Retail Customer of any Party without the approval of the other Party and compliance with the terms of this Agreement. Any revenues derived from the sale of water to another entity shall be paid to the Managing Agency. Net proceeds from such sales shall be credited back to the Parties based on a method as mutually agreed. Net proceeds shall be those proceeds remaining after expenses, renewals and replacements and contingencies are paid. Page 43 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings7emporary Intemet Files\Content.Outlook\12D82WYX\183039(2).doc ARTICLE XII OPERATIONS MANUAL 12.1 Operations Manual Not later than 180 days from the date of Substantial Completion of the Initial Expansion, the Parties shall adopt an Operations Manual for the Supply Facilities, which shall include, but not be limited to, agreed protocols and methodology to provide for water quality, treatment standards and protocols, and for the equitable, effective and efficient operation of the Supply Facilities in accordance with generally accepted utility practices regarding the operation, management, capital improvements, and expansion of all aspects of the Supply Facilities. The Operations Manual may be updated as required. The Operations Manual shall also provide for an Operations Committee ("Operations Committee"), which shall consist of one designee of each of the Parties, as set forth in Section 12.2 below. Not more than 30 days after substantial completion of the Initial Expansion each Party shall appoint one person to develop the Operations Manual. 12.2 Operations Committee Each Party shall appoint at least one person technically knowledgeable in utility system operations or engineering to the Operations Committee. A Party may allow other attendees, but in no event shall a Party have more than one vote in making a recommendation to the Oversight Committee created under Section 3.3. The Operations Committee shall report to the Oversight Committee not less often than quarterly. The Parties may choose to designate the Technical Committee as the Operations Committee. 12.3 Curtailment Page 44—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings7emporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc The Operations Manual shall reference each Party's Water Management and Conservation Plan. The Parties agree that if an emergency or water shortage requires restriction on the deliverable supply of new Capacity developed after the effective date of this Agreement , the reduction in available water shall be shared equally among the Parties. Page 45 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc ARTICLE XIII WITHDRAWAL, TERMINATION OF MEMBERSHIP, SALE OF ASSETS AND DISSOLUTION 13.1 Complete or Partial Termination of Interest Any Party may elect to terminate all or part of its participation in this Agreement and withdraw from the Supply Facilities as designated (full or partial) by giving written notice of its desire to terminate to the remaining Party(ies), and stating a date for termination which shall be not less than two (2) years from the date of notice. The remaining Party receiving notice of termination shall have the first option to purchase the terminating interest. If Tigard terminates in whole or in part, the purchase price shall not include any value for water as those water rights remain with Lake Oswego. If Tigard completely terminates from this Agreement, it shall not receive water unless Lake Oswego agrees in writing. If Tigard partially terminates, its 14 mgd capacity shall be adjusted to reflect its retained, proportionate interest. The Parties shall meet for the purpose of establishing the price for the terminated interest. The meeting shall be held within 90 days following receipt of notice of termination. Notice to the selling Party of the other Party's intent to buy all or a portion of the terminating interest shall be given no later than three (3) months after receipt of the written notice of the Party's desire to terminate. If the remaining Party purchases less than the full portion of the terminating interest, the Parties also agree that any unpurchased interest may be sold to another local government party so long as that other local government party becomes subject to all terms and conditions of this Agreement. The terminating Party shall use best efforts to find Page 46—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc another local government partner to buy the remaining unpurchased interest or to assign or lease capacity so as not to unduly burden the remaining party. Consent by the remaining Party for another local government party to purchase, take assignment or lease the Supply Facilities to this Agreement shall not be unreasonably withheld. Any assignment or lease of an unpurchased interest to another local government shall not relieve the Party from its obligations under this Agreement. Negotiations of the terms of sale, assignment or lease to another local government Party shall include the non-terminating Party as to those terms which directly impact its operational and financial interest. 13.2 Sale of Assets A Party may offer to sell to the other Party its ownership interest in an identified portion of the Supply Facilities (e.g., a percent of the Transmission System). Notice of the proposed sale shall be given to the other Party by the Party wishing to sell. Such notice shall specify the material terms and conditions of the sale. The terms and conditions of Section 13.1 shall apply. The Party may also assign or lease the unpurchased interest to another local government Party. Consent to such assignment or lease shall not be unreasonably withheld or relieve the Party from its obligations under this Agreement. 13.3 Valuation of Interest The Parties shall meet to agree upon a price within 90 days of the receipt of notice under Sections 13.1 or 13.2. The price shall be fixed by determining the terminating/selling Party's interest in the subject assets using the Depreciated Replacement Cost Value. Nothing herein shall prevent the Parties from agreeing Page 47—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\green\Local Settingffemporary Internet Files\Content.Outlook\12D82wYX\183039(2).doc upon a price through negotiation and unanimous consent. Sales, assignments or leases to third parties are not subject to the valuation formula of this Section. 13.4 Payment The payment price for the subject interest shall be paid in full on the date of termination set forth in the notice of intent to terminate/sell or award of arbitration or court. Interest shall commence to accrue from the date of agreement arbitration or judgment at the Local Government Investment Pool rate. If a Party fails to pay the purchase price in full at the date of termination, then the terminating/selling Party shall have the right to sell or transfer or assign the subject interest to any other government entity as provided in Section 13.1 or 13.2. 13.5 Default and For Cause Termination The failure of a Party to perform any duty imposed upon it by this Agreement shall constitute a default. The non-defaulting Party shall have the right to give the defaulting Party a written notice of default, which shall describe the default in reasonable detail and state the date by which the default must be cured, which date shall be at least 60 days after receipt of the notice of default, except in the case of a failure to advance funds, in which case the date shall be 30 days after receipt of the notice of default. 13.5.1 Opportunity to Cure. If within the applicable period described in Section 13.5 the defaulting Party cures the default, or if the failure is one (other than the failure to make payments) that cannot in good faith be corrected within such period and the defaulting Party begins to correct the default within the applicable period and continues corrective efforts with reasonable diligence Page 48 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local SettingsUemporary Intemet Files\Content.Outlook\12D82WYX\183039(2).doc until a cure is effected, the notice of default shall be inoperative, and the defaulting Party shall lose no rights under this Agreement. If, within the specified period, the defaulting Party does not cure the default or begin to cure the default as provided above, the non-defaulting Parties at the expiration of the applicable period shall have the rights specified in Section 13.5.2. 13.5.2 Rights Upon Default. If the defaulting Party has not cured the default as provided in Section 13.5.1, it shall have no voting rights under this Agreement until the default has been cured. In addition, the non- defaulting Party may pursue any other remedy available at law or in equity against the defaulting Party, including but not limited to, an action for damages, costs of obtaining substitute water or other performance. 13.6 Dissolution of the Agreement This Agreement may be dissolved by mutual agreement. Upon dissolution, the Parties shall agree on a Dissolution Plan and schedule to wind down and dissolve the business affairs. Unless modified by the Dissolution Plan, the dissolution shall be effective only after all debts and obligations are paid or provision for payment is made. Each Party shall assume a share of the debts and obligations in proportion to their ownership in the Supply Facilities unless the instrument or transaction that created the debt or obligation specified otherwise. The Parties shall execute those documents necessary to vest proportionate ownership of the Supply Facilities and Property in each Party and execute a post dissolution water supply agreement and a management agreement for the Supply Facilities and Property. Nothing herein shall prevent a Party from accepting cash or other Page 49—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Intemet Files\Content.Outlook\12D82WYX\I83039(2).doc consideration in lieu of continued proportionate ownership in the Supply Facilities and Property. The cost of dissolution shall be treated as an operation and maintenance expense. 13.7 Post Initial Expansion Water for Tigard. After substantial completion of the Initial Expansion, if Lake Oswego elects to terminate this Agreement, or if the Parties mutually agree to dissolve this Agreement, Lake Oswego agrees to provide Tigard with treated water sufficient to supply 14 million gallons per day so that Tigard is always assured of having sufficient source to supply its capacity share and usage of the Supply Facilities. If Tigard is allocated additional capacity in the Supply Facilities by the Long Term Expansion, the provisions of this section shall apply to that increment of water. Negotiation of a mutually agreeable water supply agreement shall be a condition precedent to any tennination of this Agreement by Lake Oswego or Dissolution Plan. 13.8 Unreasonable Withholding of Consent. Unreasonable withholding of consent shall be those reasons other than financial considerations, availability of alternate water sources, water usage characteristics, water service territory, water demand forecasts, technical or operational expertise, history as a recognized local government water service provider, ownership, control or operation by or for a private entity or person, and other relevant matters considered in reasonable and prudent utility management. Page 50—Lake Oswego-Tigard Water Supply Agreement C:\Documents and Settings\greer\Local Settings\Temporary Internet FIIesTontent.Outlook\12D82WYX\183039(2).doc ARTICLE XIV DISPUTE RESOLUTION 14.1 Dispute Resolution The Parties hereby agree that resolution of any disputes shall follow the steps as set forth in Section 14.2. However, nothing shall prevent the disputing parties (Disputing Parties) from waiving any of the steps by mutual consent. 14.2 Dispute Resolution Steps Step One: (Negotiation) The City Manager or other persons designated by each of the Disputing Parties shall negotiate on behalf of the Party they represent and attempt to resolve the issue. If the dispute is resolved at this step, there shall be a written determination of such resolution, signed by each City Manager or other designated persons and ratified by the governing bodies, which shall be binding upon the Disputing Parties. Step Two: (Mediation) If the dispute cannot be resolved within thirty (30) days at Step One, the Disputing Parties shall submit the matter to non-binding mediation. The Disputing Parties shall attempt to agree on a mediator. If they cannot agree, the Disputing Parties shall request a list of five (5) mediators from an entity or firm providing mediation services. The Disputing Parties shall mutually agree on a mediator from the list provided. Any common costs of mediation shall be borne equally by the Disputing Parties. If the issue is resolved at this step, a written determination of such resolution shall be signed by each City Manager or other Page 51 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settingffemporary Internet Files\Content.0utlook\12D82WYX\183039(2).doc designated persons, and ratified by the governing bodies, which shall be binding on the Disputing Parties. Step Three (Arbitration) After exhaustion of the preceding processes, all disputes or claims arising out of this Agreement shall be submitted to binding arbitration under the rules and processes of U. S. Arbitration and Mediation of Portland, Oregon or similar mutually agreed process. Each Disputing Party shall select an arbitrator and the two shall appoint a third arbitrator. All costs of arbitration shall be borne equally. The Oregon Rules of Civil Procedure relating to discovery and the Oregon Evidence code shall apply. The decision of the panel shall be binding. Nothing herein shall prevent the Disputing Parties from selecting a single arbitrator by agreement. 14.3 Legal Fees Each Disputing Party shall bear its own legal and expert witness fees at all stages of proceedings, including any appeals. Page 52 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc ARTICLE XV COMPLETION OF INITIAL EXPANSION OF THE SUPPLY FACILITIES 15.1 Modification to Agreement Within three years after completion of the Initial Expansion, the Oversight Committee shall undertake a review of all agreements and operations and to consider the need for any modification to the terms and conditions of this Agreement. At the recommendation of the Oversight Committee, the Councils for the Parties may consider: 15.1.1 Modification to the existing Agreement(s); 15.1.2 Replacement of existing Agreement(s) with a new Agreement; 15.1.3 Creation of a Supply Agency under ORS Chapter 190. Page 53 —Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local Settings\Temporary Internet Files\Content.0utlook\12D82WYX\183039(2).doc ARTICLE XVI NOTICES Any notice herein required or permitted to be given shall be given in writing and effective when actually received by hand delivery or by the United States mail, first class postage prepaid, addressed to the Parties as set forth below. The Parties shall notify the Managing Agency of any change of address or title for receipt of notices under this Agreement. LAKE OSWEGO: The City of Lake Oswego Attention: City Manager 380 A Avenue P.O. Box 369 Lake Oswego, OR 97034 TIGARD City of Tigard Attention: City Manager 13125 SW Hall Blvd. Tigard, OR 97223 Page 54—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\green\Local SettingsUemporary Intemet Files\Content.Outlook\12D82WYX\183039(2).doc ARTICLE XVII GENERAL PROVISIONS 17.1 Instruments of Further Assurance From time to time, at the request of a Party, each Party shall, without further consideration, execute and deliver such further instruments, and shall take such further action as may be reasonably required to fully effectuate the purposes of this Agreement. 17.2 Entire Agreement This Agreement embodies the entire agreement and understanding between the Parties hereto with respect to the Supply Facilities and supersedes all previous agreements and understandings relating to the Supply Facilities except as provided herein. The Parties agree that the existing Agreement for Water Service effective July 1, 1983 shall terminate as of the date Initial Expansion is substantially complete. 17.3 Assignment, Sale or Transfer No Party shall have the right to sell, transfer or assign its interest in this Agreement (or any portion thereof) or asset(s), without the prior written consent of the other in accordance with requirements of this Agreement. No Party may sell, transfer, assign its interest or sell water to an existing wholesale customer in the other Party's service area as set forth on Exhibit 2 without the prior written consent of the other Party in accordance with the requirements of this Agreement. 17.4 Severability In case any one or more of the provisions contained in this Agreement shall be invalid, illegal, or unenforceable in any respect, the validity, legality and Page 55—Lake Oswego-Tigard Water Supply Agreement CADocuments and Settings\greer\Local SettingsUemporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 17.5 Counterparts This Agreement may be executed in any number of counterparts and by the Parties or separate counterparts, any one of which shall constitute an Agreement between and among the Parties. 17.6 Headings The Article, section and subsection headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. 17.7 Force Majeure No Party shall be considered in default in the performance of its obligations under this Agreement to the extent that the performance of any such obligation is prevented or delayed by any cause, existing or in the future, which is beyond the reasonable control of the affected Party, including, but not limited to, Acts of God, earthquake, labor disputes, civil commotion, war events beyond the reasonable control of the Parties, such as regulatory restrictions or requirements, permit issuance, and the like. In the event a Party claims that performance of its obligations was prevented or delayed by any such cause, that Party shall promptly notify the other Parties of that fact and of the circumstance preventing or delaying performance. Such Party so claiming a cause of delayed performance shall endeavor to the extent reasonable to remove the obstacles which preclude performance. Page 56—Lake Oswego-Tigard Water Supply Agreement CADocurnents and Settings\greer\Local Settingffemporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc 17.8 Consolidation, Merger, Annexation 17.8.1 Change of organization is defined as the consolidation or merger of a Party with another city under ORS 222.610 et seq. 17.8.2 Any new entity created by change of organization involving a Party to this Agreement shall require prior consent of the other Party as to the successor or surviving entity's entitlement to be an owner of the Supply Facilities, based on the entity's legal, financial and technical ability to assume the original Party's obligations under this Agreement. Such consent shall not be unreasonably withheld. If the surviving or successor entity is approved, the original Party/Parties' obligations and rights hereunder shall be binding upon and inure to the benefit of the surviving or successor entity, and that entity shall be subject to all obligations of this Agreement. 17.8.3 Annexation of or provision of service to an area beyond that area identified for each party in the Carollo Report, and any transfer of a Party's territory to a Water Authority formed by one or more cities, water districts, or both, shall require the prior consent of the other Party, which shall not be unreasonably withheld considering capacity and demands and other system factors. Annexations or service to identified areas shall not require consent. 17.9 Survival of Covenants Any provision of this Agreement which, by its terms has or may have application after the expiration or earlier termination of this Agreement, including all Page 57—Lake Oswego-Tigard Water Supply Agreement C:\Documents and Settings\greer\Local Settings\Temporary Internet Files\Content.Outlook\12D82WYX\183039(2).doc covenants, agreements, and warranties, shall be deemed to the extent of such application to survive the expiration or termination of this agreement. 17.10 Indemnity To the extent permitted by the Constitution and laws of Oregon, each Party agrees to defend, indemnify and hold harmless the other from and against any and all actual or alleged claims, damages, expenses, costs, fees, including but not limited to attorney, account, paralegal, expert and escrow fees, fines, environmental costs and/or penalty (collectively "costs"), which may be imposed upon, claimed against, or incurred or suffered by the Party, unless and to the extent it was resulting from an individual Party's negligence or willful misconduct. 17.11 No Third Party Beneficiaries The Parties hereto are the only Parties to this Agreement and the only persons or entities entitled to enforce its terms. rN WITNESS WHEREOF the Parties have dated and signed this Agreement. CITY OF LAKE OSWEGO CITY OF TIGARD Mayor Mayor Dated Dated Attest City Recorder City Recorder Dated Dated City Attorney City Attorney Page 58 —Lake Oswego-Tigard Water Supply Agreement CADocurnents and Settings\greer\Local Settingffemporary Internet Files\Content.Outlook\12D82WYX\I83039(2).doc Exhibit 1 1 interim Supply to Lake Oswego (not allocated) Existing Real Property, Supply 2 Raw water intake (not allocated) Facility Components and Valuation 3 Raw water Transmission 4 Water Treatment Plant: Land 5 Water Treatment Plant: Structures & Equipment (not allocated) 6 Finished Transmission Main (not allocated) 7 waluga Reservoir: Land (Reservoir Property) 8 Waluga Reservoir: Structures & Equipment (not allocated) 9 Bonita Pump Station (not allocated) 10 Computer System/Software 11 General Plant Current Year 2008 Assumed Escalation „, May 2008 ENR CCI 8140 Pro cted July 2008 ENR CCI 8,208 Acquisition Acquisition Original July Today Acquisition Useful Life Depreciation Allocation Asset Description Date Amount ENR CCI 2008 CCI Amount in ears Amount Value Today Water Treatment Plant Land 1,155 8,208 4 Plant Site 6/30/1968 $ 8::,797 $ 595,491 Land $ - $ 595,491 Sub Total $ 83,797 $ 595,491 $ - $ 595,491 Raw Water Transmission ',2K 8,208 3 Raw Water Transmission 6/30/1969 $ 590,137 $ 3,816,979 100 $ 1,488,622 $ 2,328,357 3 Pipieline Easements 6/30/1969 $ 22,000 $ 142,295 100 $ 55,495 $ 86,800 Sub Total $ 612,137 $ 3,959,274 $ 1,544,117 $ 2,415,157 Distribution Storage 7 Reservoir Property 6/29!1980 $ 8,416 3.237 8,208 $ 21,340 Land $ - $ 21,340 Waluga Reservoir 3/301!983 $ 11 281.427 x.066 8,208 $ 2,586,753 100 $ 646,688 $ 1,940,065 Sub Total $ 1,289,843 $ 2,608,093 $ 646,688 $ 1,961,405 Computer SVstems/Software 10 SCADA System Upgrade 6/30!1991 $ 180.722 4,835 8,208 $ 306,791 20 $ 260,773 $ 46,019 10 Scada Software Upgrade 6/30/1999 $ 33 500 6,059 8,208 $ 45,381 20 $ 20,421 $ 24,959 Sub Total $ 214,222 $ 352,172 $ 281,194 $ 70,978 General Plant 11 Other 618/1982 $ '+7-000 3,825 8,208 $ 36,479 20 $ 36,479 $ - Vehicles 8/8/1986 $ 24.000 4.295 8,208 $ 45,864 20 $ 45,864 $ - 11 Vehicles 6'30%1999 $ 20,500 6,059 8,208 $ 27,770 20 $ 12,497 $ 15,274 Sub Total $ 61,500 $ 110,114 $ 94,840 $ 15,274 Land Additions 2006 RMV(land Only) 7 Waluga Res#1 1976 $ 329,841 Land $ - $ 329,841 4800 Carmen Or 1992 $ 237,346 Land $ $ 237,346 7 Vacant Parcel 1992 $ 253,485 Land $ - $ 253,485 4 4260 Kenthorpe Way 1966 $ 680,014 Land $ $ 680,014 4 WTP Property 1979 $ 132,652 Land $ - $ 132,652 4 4245 Mapleton Dr 1989 $ 258,916 Land $ - $ 258,916 4 4305 Mapleton Or 1995 $ 258,916 Land $ $ 258,916 4 4315 Mapleton Or 1989 $ 258,916 Land $ $ 258,916 4 South of Plant Site 1989 $ 47,430 Land $ $ 47,430 Clackamas River Intake&Pump Station Structure 6/30/1969 $ 121,980 1,269 8,208 $ 788,961 60 $ 512,825 $ 276,136 Pumps&equipment 6/30/1969 $ 50,825 1,269 8,208 $ 328,734 40 $ 320,515 $ 8,218 Piping and Valves 6/30/1969 $ 20,330 1,269 8,208 $ 131,494 60 $ 85,471 $ 46,023 Electrical,I&C.HVAC 6/3011969 $ 10.165 1,269 8,208 $ 65,747 40 $ 64,103 $ 1,644 Seismic Upgrades 1980 $ 131,000 6,538 8,208 $ 164,458 60 $ 76,747 $ 87,711 Pumps 1980 $ 40,000 3,237 8,208 $ 101,425 40 $ 70,998 $ 30,428 Pumps No.4 2002 $ 153,833 6,538 8,208 $ 193,123 40 $ -28,968 $ 164,154 Intake Fish Screens 2002 $ 1,352,600 6,538 8,208 $ 1,698,060 20 $ 509,418 $ 1,188,642 Piping and Valves 1980 $ 10,000 3,237 8,208 $ 25,356 60 $ 11,833 $ 13,523 Electrical and HVAC 1980 $ 21,000 3,237 8,208 $ 53,248 40 $ 37,274 $ 15,974 Intake Land Water Treatment Plant Site Work 6/30/1969 $ 155,915 1,269 8,208 $ 1,008,451 60 $ 655,493 $ 352,958 Concrete and Buildings 6/30/1969 $ 479.739 1,269 8,208 $ 3,102,930 60 $ 2,016,904 $ 1,086,025 Pumps 6/30/1969 $ 4,197 1,269 8,208 $ 27,146 40 $ 26,467 $ 679 Mechanical Equipment 6130/1969 $ 125,931 1,269 8,208 $ 814,516 40 $ 794,153 $ 20,363 Piping and Valves 6/30/1969 $ 191,895 1,269 8,208 $ 1,241,168 60 $ 806,759 $ 434,409 Electrical,I&C,HVAC 6/30/1969 $ 191,895 1,269 8,208 $ 1,241,168 40 $ 1,210,139 $ 31,029 Filter Media,and Underdrains 6/30/1969 1,269 8,208 $ - 40 $ - $ - Chemicai Addition 6/30/1969 1,269 8,208 $ 40 $ $ Clear Well 6/30/1969 1,269 8,208 $ 60 $ $ Solids Dewatering Facilities 6/30/1969 1,269 8,208 $ - 60 $ $ Miscellaneous 6/30/1969 $ 11,993 1,269 8,208 $ 77,570 20 $ 77,570 $ Engineering 6/30/1969 1,269 8,208 $ - 60 $ - $ - Expansion 1980 $ 80,221 3,237 8,208 $ 203,411 60 $ 94,925 $ 108,486 Site Work 1998 $ 510,000 5,920 8,208 $ 707,094 60 $ 117,849 $ 589,245 Expansion 1980 $ 333,224 3,237 8,208 $ 844,933 60 $ 394,302 $ 450,631 Seismic/ADA/Code 2000 $ 498,498 6,221 8,208 $ 657,706 60 $ 87,694 $ 570,012 Expansion: 1980 $ 86,391 3,237 8,208 $ 219,056 60 $ 102,226 $ 116,830 Pumps and Equipment 1999 $ 507,925 6,059 8,208 $ 688,061 40 $ 154,814 $ 533,248 Expansion 1980 $ 67,879 3,237 8,208 $ 172,116 60 $ 80,321 $ 91,795 Mechanical 2001 $ 641,126 6,343 8,208 $ 829,616 40 $ 145,183 $ 684,433 Expansion 1980 $ 357,906 3,237 8,208 $ 907,517 60 $ 423,508 $ 484,009 Expansion 1980 $ 178,954 3,237 8,208 $ 453,761 60 $ 211,755 $ 242,006 Electrical 1999 $ 66,247 6,059 8,208 $ 89,742 40 $ 20,192 $ 69,550 Electrical&Instrumentation, 2001 $ 568,564 6,343 8,208 $ 735,721 40 $ 128,751 $ 606,970 Expansion 1980 $ 83,923 3,237 8,208 $ 212,798 60 $ 99,306 $ 113,492 Filters&Structural Work 2001 $ 416,886 6,343 8,208 $ 539,450 40 $ 94,404 $ 445,046 Sodium Hypochlorite System 1998 $ 282,793 5,920 8,208 $ 392,081 40 $ 98,020 $ 294,061 Lime 5otrage/Feed System 1998 $ 1.000,158 5,920 8,208 $ 1,386,677 40 $ 346,669 $ 1,040,008 CO2 Storage/Feed System 1998 $ 238,357 5,920 8,208 $ 330,472 40 $ 82,618 $ 247,854 Alum Sotrage/Feed System 1998 $ 522,800 5,920 8,208 $ 724,840 40 $ 181,210 $ 543,630 Clear Well Baffle 1996 $ 107.293 5,622 8,208 $ 156,642 40 $ 46,993 $ 109,650 Solids Dewatering Lagoons 1999 $ 1,084,518 6,059 8,208 $ 1,469,144 40 $ 330,557 $ 1,138,587 Expansion 1980 $ 45,664 3,237 8,208 $ 115,787 60 $ 54,034 $ 61,753 Engineering 1998 $ 311,460 5,920 8,208 $ 431,826 60 $ 71,971 $ 359,855 Engineering 1999 $ 120,000 6,059 8,208 $ 162,558 60 $ 24,384 $ 138,174 Engineering 2000 $ 126,653 6,221 8,208 $ 167,103 60 $ 22,280 $ 144,822 Engineering 2001 $ 332,000 6,343 8,208 $ 429,608 60 $ 50,121 $ 379,487 Finished Water Transmission 24-inch Finished Water Main 6/30/1969 $ 473.456 1,269 8,208 $ 3,062,292 100 $ 1,194,294 $ 1,867,998 WTP Transmission Main 6/30/1969 $ 42,618 1,269 8,208 $ 275,651 100 $ 107,504 $ 168,147 :Norte Shore-Iron Mtn.Pipelines 6/30/1970 $ 534,142 1,381 8,208 $ 3,174,619 100 $ 1,206,355 $ 1,968,264 Upper Dr.-Iron Mtn,24 Inch Pipeline 6/30/1985 $ 575,398 4,195 8,208 $ 1,125,810 100 $ 258,936 $ 866,873 Cathodic Protection System 4/1/2000 $ 486,097 6,221 8,208 $ 641,344 40 $ 128,269 $ 513,075 Sub Total $ 13,754,449 $ 34,828,504 $ 13,665,082 $ 21,163,422 Calculated Total Current Acquisition Value 2008 Value Depreciation Value TOTAL ASSETS $ 16,015,948 $ 42,453,649 $ 16,231,922 $ 26,221,727 Exhibit 2 SILPHENSON-- - QtG f or 217 N 1 PARK MELROSE t Y� p C G� S r_ COf1RTNEY-�KRU2 N o r�� W+N°.R rc OAK GROVE z N - I Lake Oswegc 04MAM 4 - _ � JEAN J a z \ p s �y F g I—CHILDS �lP� Legend streets Freeway / Water Service AreaLU / ®Lake Oswego # W Stafford Triangle(Build-out) eoRLANo r H Rver"ate Imo' Figure 1.1 aaaaaaa�0 0.5 1 "" LAKE OSWEGO SERVICE AREA Lo707f1.1-7525.ai JOINT WATER SUPPLY SYSTEM ANALYSIS CITY OF LAKE OSWEGO AND TIGARD WATER SERVICE AREA Urban Rc5crvc - I N.: 49 t i F +! +N + _ 217 I J Urban Rosorw �4 No Ott .Y^ L — �eor,� st"ts Fracwav - ftter 9ewleo AroA 0m ripord 4 -Urim,Rex+ve Amm.(Buld-odl - aJeban Reserve Rirr:Leke No. 47 Figure 1.2 TIGARD WATER SERVICE AREA i Vic% JOINT WATER SUPPLY SYSTEM ANALYSIS Lo507fl.2-75254 CITY OF LAKE OSWEGO AND TIGARD WATER SERVICE AREA EXHIBIT 3 - Map of Supply Facilities �`��� Waluga Reservoir Bonita Pump Station • Lake Oswego WaterTreatment Plant Clackamas River Intake Legend Existing and Proposed Parallel Pipeline 0 2 Miles Exhibit 4 City of Lake Oswego Water Rights Summary Permitee Application/Permit# Authorized Authorized Amount Amount Priority Source amount place of developed/certificate# undeveloped Date water (cfs/m d) use cfs/m d (cfs/m d) City of S43365/S32410 50/32.32 City of Lake 25/16.16/C78332 25/16.16 3/14/1967 Clackamas Lake Oswego and River Oswego City of Tigard' City of S50819/S37839 9/5.81 City of 0 9/5.81 7/5/1973 Clackamas Lake Tualatin and River Oswego Tigard Water District' Notes: 1. The City of Lake Oswego is currently seeking extensions of time to fully use all water authorized under permit Nos. S32410, S37839 and S43246. Proposed Final Orders(PFO) approving the City's request are pending at Water Resources Department (WRD)in Salem. It is expected protests will be filed on the PFO's once they are issued for public comment. 2. The City has submitted its water management and conservation plan to WRD and no public comments on the plan were filed during the 30-day public comment period. An approved WMCP is required before the City can access any portion of undeveloped water noted above. ' Permit Amendment T-8358 amended Permits 532410 and S37839 to include the City of Tigard as authorized places of use. 2 Permit S37839 was granted to the City of Lake Oswego for the benefit of the Cities of Tualatin and the Tigard Water District. Exhibit 5 Supply Facilities Capital Improvement Program (To be added following adoption by each Council) EXHIBIT DETERMINATION OF TIGARD BUY-IN Net Tigard Original Cost Reproduction u Tigard Share Asset Tax Map Tax Lot Clackamas Co.Deed Cost Allocation /o Clackamas River Intake&Pump Station $ 1,911,733 $ 1,832,454 0.00% $ - Clackamas River Intake Land* 2 2E 20CA 15001 Bk 173,Pg 900-902 $ $ 14/38 $ Computer System/Software $ 214,222 $ 70,978 14/38 $ 26,150 Finished Water Transmission $ 2,111,711 $ 5,384,358 0.00% $ - General Plant $ 61,500 $ 15,274 14/38 $ 5,627 Raw Water Transmission $ 612,137 $ 2,415,157 14/38 $ 889,795 Waluga Reservoir $ 1,281,427 $ 1,940,065 0.00% $ Waluga Reservoir:Land Reservoir Property 2 1 E 07 AD 03100 Doc 72-06414 $ 8,416 $ 21,340 14/38 $ 7,865 Waluga Res#1* 2 IE 07AD 00700 Doc 76-36977 n/a $ 329,841 14/38 $ 121,520 4800 Carmen Dr* 2 IE 07AD 00900 Doc 92-063461 n/a $ 237,346 14/38 $ 87,443 Vacant Parcel* 2 IE 07AD 01000 Doc 92-063461* n/a $ 253,485 14/38 $ 93,389 Water Treatment Plant $ 9,731,005 $ 11,489,095 0.000/0 $ - Water Treatment Plant Land 4260 Kenthorpe Way-parcel 1" 2 1E 24BD 00300 Bk 688,Pg 581 $ 83,797 $ 595,491 14/38 $ 219,391 4260 Kenthorpe Way-parcel 2* 2 IE 24BD 00401 Doc 79-35248 n/a $ 680,014 14/38 $ 250,531 xxxx Mapleton Dr* 2 IE 24BD 01200 Doc 89-10200 n/a $ 132,652 14/38 $ 48,872 4245 Mapleton Dr* 2 1 E 24BD 01400 Doc 89-13210 n/a $ 258,916 14/38 $ 95,390 4305 Mapleton Dr* 2 1E 24BD 01300 Doc 95-33429 n/a $ 306,346 14/38 $ 112,864 4315 Mapleton Dr* 2 IE 24BD 01500 Doc 89-13210 n/a $ 258,916 14/38 $ 95,390 Totals *less 2006-108190 $ 16,015,948 $ 26,221,727 $ 2,054,227 -Net reproduction cost for thea properties are based on an assessor's 2006 real market value(RIv1V).These costs are not included in the total ongiml cost Tigard and LO will need to complete an updated appraisal of land values,and resolve which parcels are material to this agreement before determining the final buy-in cost. Allocation%based on 14 mgd of 38 mgd capacity allocated to Tigard. Net Reproduction Cost includes escalation by ENR less depreciation. EXHIBIT_7_ ALLOCATION OF SYSTEM IMPROVEMENT COSTS TO THE PARTIES Cost of Lake Oswego Tigard Improvement Allocation Allocation (in 2006 $) * (a/o) Share($) (%) Share($) Water Treatment Plant -Existing Plant n/a 100.00% n/a 0.00% $ - -32 mgd Expansion $ 39,430,000 2/16 $ 4,928,750 14/16 $ 34,501,250 - 38 mgd Expansion n/a 100% ** n/a 0.00% $ - Raw Water Intake and Pump Station $ 4,440,000 24/38 $ 2,804,210 14/38 $ 1,635,789 Raw Water Transmission Main $ 23,920,000 24/38 $ 15,107,368 14/38 $ 8,812,633 Finished Water Transmission Main -Reaches 7-10 $ 38,220,000 24/38 $ 24,138,947 14/38 $ 14,081,053 -Reaches I 1-12 $ 17,020,000 8/22 $ 6,189,091 14/22 $ 10,830,909 Storage(MG) $ 4,010,000 1.0/2.5 $ 1,604,000 1.5/2.5 $ 2,406,000 Bonita Road Pumping Station $ 1,700,000 0.00% $ - 100.00% $ 1,700,000 Total Costs $ 128,740 000 42.54% $ 54,772,366 57.46% $ 73,967,634 •-Project costs are presented in 2006 dollars.Actual cost will depend on project start and completion dates. ••-Second(6 mgd)expansion is currently assigned to Lake Oswego. Contract provides for potential reallocation by agreement. .........................................................................................................y SAMPLE RESOLUTION FOR IWB MEMBER JURISDICTIONS Please tailor to your own format and delete highlighted references to other member jurisdictions. ...........................................................................................................: TIGARD WATER DISTRICT/ CITY OF KING CITY, OREGON CITY COUNCIL/ CITY OF DURHAM, OREGON CITY COUNCIL RESOLUTION NO. 08- RESOLUTION RECOMMENDING THE CITY OF TIGARD APPROVE THE WATER PARTNERSHIP INTERGOVERNMENTAL AGREEMENT REGARDING WATER SUPPLY FACILITIES, DESIGN,CONTSTRUCTION, AND OPERATION, BETWEEN THE CITY OF TIGARD AND THE CITY OF LAKE OSWEGO WHEREAS, the Tigard Water District("District")/City of King City("City")/City of Durham and the City of Tigard ("Tigard")are voting members of the Intergovernmental Water Board created by way of an intergovernmental agreement dated December, 1993; and WHEREAS, Tigard and the City of Lake Oswego desire to enter into an intergovernmental agreement("Proposed IGA")regarding water supply for the purpose of jointly obtaining a permanent non-contract source of raw water; and WHEREAS, the and Tigard have agreed that it is in the public's best interest for the to review the Proposed IGA; and WHEREAS, the Proposed IGA is supported by sound engineering analysis, is in the best interest of water customers within the original water district and is consistent with the goal of working together to provide all of the residents and property with a clean,economical water supply;and WHEREAS, in July 2007 an engineering study known as the Lake Oswego and Tigard Joint Water Supply System Analysis was performed by Carollo Engineers and was funded by the ratepayers of the Tigard Water Service Area and the City of Lake Oswego. NOW, THEREFORE,BE IT RESOLVED b the that: SECTION 1: The hereby recommends to Tigard that the Intergovernmental Agreement Regarding Water Supply Facilities,Design and Construction and Operation Between the City of Lake Oswego and the City of Tigard be approved by the City of Tigard; and SECTION 2: This resolution is effective immediately upon passage. Page I - RESOLUTION NO.08-_ PASSED: This day of ,2008. Mayor, City of King City Mayor, City of Durham ATTEST: Tigard Water District Recorder City Recorder, City of King City City Recorder, City of Durham Page 2 - RESOLUTION NO.08- INTERGOVERNMENTAL WATER BOARD RESOLUTION NO. 08-01 RESOLUTION RECOMMENDING THE CITY OF TIGARD APPROVE THE WATER PARTNERSHIP INTERGOVERNMENTAL AGREEMENT REGARDING WATER SUPPLY FACILITIES,DESIGN,CONTSTRUCTION,AND OPERATION,BETWEEN THE CITY OF TIGARD AND THE CITY OF LAKE OSWEGO WHEREAS,the City of Tigard("Tigard")and the City of Lake Oswego desire to enter into an Intergovernmental Agreement("IGA")regarding water supply for the purposes of obtaining a permanent non-contract source of raw water;and WHEREAS,the Intergovernmental Water Board was created by way of intergovernmental agreements in December, 1993,and under these agreements,has authority to make recommendations to Tigard relative to certain water service matters,and as to any other matters which the Intergovernmental Water Board may feel to be for the good of the water system,the overall public interest and for the benefit of the consumer; and WHEREAS,the proposed IGA is supported by sound engineering analysis, is in the best interest of water customers within the original water district and is consistent with the goal of working together to provide all of the residents and property with a clean,economical water supply;and WHEREAS, in July 2007 an engineering study known as the Lake Oswego and Tigard Joint Water Supply System Analysis was performed by Carollo Engineers and was funded by the ratepayers of the Tigard Water Service Area and the City of Lake Oswego. NOW,THEREFORE,BE IT RESOLVED by the Intergovernmental Water Board that: SECTION 1: The Intergovernmental Water Board hereby recommends to Tigard that the Intergovernmental Agreement Regarding Water Supply Facilities,Design and Construction and Operation Between the City of Lake Oswego and the City of Tigard be approved by the City of Tigard; and SECTION 2: This resolution is effective immediately upon passage. PASSED: This day of ,2008. Chair,Intergovernmental Water Board ATTEST: IWB Recorder Page 1 - RESOLUTION NO. 08-01 Submitted at the IWB Meeting By: jai"" leu CV11L_ July 9, 2008 Date: 7- 7 - CS Agenda Item No.: `f Issues and concerns regarding the Lake Oswego/Tigard IGA, from the Tigard Water District: 1. The City of Tigard and the City of Lake Oswego are the only parties to the agreement. However, because of the 1994 IGA between the District and Tigard, the District and the other parties to the IWB likely would be deemed third-party beneficiaries under the Tigard/Lake O agreement. We do have a concern in the fact that our rate payers will be paying for new infrastructure, paying for it with new higher rates, and not have ownership. 2. Similarly, because the activities being undertaken pursuant to this IGA relate to the supply and distribution of water, including supply and distribution within the District's service area, the District is potentially liable for any harm or damages occurring pursuant to the activities described in the agreement. For example, if Lake Oswego supplied contaminated water, and that was distributed by the City of Tigard to the District's service area, anyone harmed by it could name all three entities in a legal action. Ideally, the indemnification provisions in the water supply IGA would require Lake Oswego to indemnify Tigard for Lake O's negligence, and the TWD/Tigard IGA would require Tigard to indemnify the District for any of Tigard's negligence. Thus, any claim against the District could probably be fairly easily dispatched, but the risk should be acknowledged. 3. Pursuant to Section 1.1.10, the members of the IWB are identified as "existing wholesale customers." Given Tigard's management role in distributing water to the District, we think that the relationship is, on the whole, more that of owner-agent than seller-buyer. But for purposes of the Tigard/Lake O agreement, there does not appear to be any harm identifying the District as a "wholesale customer." 4. Tigard's financial obligation under this agreement is in excess of$73 million. Under section 7.1.2, the parties also will divvy up the costs of operation and maintenance of the new facilities. Tigard will raise water rates to help fund these costs and these increases (per the District's IGA with Tigard) will extend to the District's customers, as well. Tigard should be holding hearings if they intend to raise rates, and District customers should bring their concerns to the City Council at that time, or before. 5. Section 3.5 requires an inventory of each party's physical facilities and real estate holdings. Tigard's interest in many of its properties is as a part owner in co-tenancy. We just want to verify that Tigard will only be claiming their percentag< of ownership of any properties in which the District and other members of the IWB have an ownership interest. These properties do not "belong" to Tigard, and it would be inappropriate of Tigard to claim 100 percent of their value in the inventory process. If the properties are to be pledged as collateral or used in any other way that could potentially result in their loss or diminished value, the rest of the IWB members need to prevent this from happening. According to Section 3.6, the agreement requires only that the respective City Council approve sales, transfers, leases, exchanges, other disposition of, or encumbrances on, these properties. At minimum, to the extent the jointly owned properties are involved, Tigard should first be coming to the IWB for a vote before taking it to the City Council. 6. Section 12.1 requires adoption of an operations manual to address treatment standards, etc. Because these issues have an impact on the members of the IWB, we would like to request the opportunity to review this. 7. Section 13.6 allows the IGA to be dissolved by mutual agreement, and Section 13.7 requires the parties to work out their respective supply needs upon termination. If dissolution is being considered, the IWB members should be among the first to know, given that loss of the water will likely impact your customers. 8. Section 15.1 calls for this agreement to be reviewed three years after initial expansion [est. 20161, to see if it should be replaced or modified. Interestingly, this section also allows for consideration of the creation of an intergovernmental "Supply Agency." The District's 1994 IGA with Tigard is due to expire in 2018, if it isn't modified or terminated before that. The estimated time for possible creation of an intergovernmental Supply Agency is by 2019. (Is this something Tigard is planning on?) Sign-in Sheet Intergovernmental Water Board Meeting Public Hearing on the Resolution Recommending the City of Tigard Approve the Water Partnership Intergovernmental Agreement Regarding Water Supply Facilities, Design, Construction, and Operation, Between the City of Tigard and the City of Lake Oswego July 9, 2008 Due to time constraints,the Board may impose a time limit on public testimony. Name Do you wish If yes, please give your address please print to speak to the Board? �L Note: This is a public meeting, subject to the State of Oregon's public meeting and records laws. All written and oral testimony becomes part of the public record. The names and addresses of persons who attend or participate in public meetings will be included in the meeting minutes, which is a public record. Tigard Water District's Review and Initial Comments for Amendment of the Tigard- IWB Member IGA (Tigard Water District) for the IWB Meeting of July 9, 2008 by Julie Russell, �I Member. � o ek< z Position Statement: a) E The Tigard Water District is interested in amending the "Intergovernmental Agreement Between the City of Tigard and the Tigard Water District for Delivery of Water Service to m ca Territory Within the District Boundaries" to reach a better partnership with Tigard and the 3: I other IWB Members that is fair, equitable and meets the Mission Statement to provide "a 0, clean, economical water supply." ` Q c� Recitals Page 1 #5. "...Tigard will receive revenue from water users in Tigard, King City, Durham and the District, and with that revenue Tigard will provide the funds to pay for expenses incurred in providing water service." Comments: The District would like Tigard to provide, at no additional cost to the District, an Z, annual report to accompany payment to the District which shows the methodology used in determining the District's 1%, detail on the revenue and payment streams. Additionally, the District would like the rights to review the billing procedures to water users to ensure that the m most cost effective and efficient system is being implemented to provide billing to the users at the lowest cost possible. Tigard would provide IWB members with an analysis of billing procedures and providers biannually so the IWB can determine the best billing provider. Page 2 V. "The Parties shall continue to prepare independent tax coordination plans." Comments: The District is in need of clarification as to what this recital means. Page 2 #2. Term "This agreement shall be in full force and effect until December 31, 2018, unless sooner terminated by one or both parties." Comments: The District recommends removing the expiration date and making the term and language in this section similar to and corresponding with the Lake Oswego/COT Water Source IGA. Page 2 #3. Intergovernmental Water Board Pg. 2 Format of the IWB Comments: The District would like the IWB to become an official, legal entity registered with the State of Oregon. As a legal entity the IWB could serve as more than an advisory board for its members and have more authority in actions on their behalf and in the partnership relationship. In addition, official status would help to formalize procedures to insure compliance with state public meetings law, the IWB's ability to sign contracts, hold hearings, etc. In addition, the IWB should have its own website. Questions have been raised about the scope of authority of the Intergovernmental Water Board: There are two primary purposes for intergovernmental agreements under ORS Chapter 190. The first is essentially a collaborative agreement to share or delegate services, to share staff or facilities, or to otherwise cooperative in a common effort. This type of agreement does not create a separate legal entity, but instead creates mutually binding legal obligations on each participant. The District's IGA with Tigard appears to be this type of agreement. 1 In comparison, ORS 190.010(5) permits the creation of a separate intergovernmental entity by agreement, provided each participating public entity ratifies the formation of the entity by ordinance before the agreement takes effect [ORS 190.085]. According to ORS 190.080, if provided for in the agreement creating the entity, an intergovernmental entity may: (a) Issue revenue bonds or enter into financing agreements to accomplish the public purposes of the parties to the agreement, after completing certain formalities: (b) enter into agreements with vendors, trustees or escrow agents for the installment purchase or lease, with option to purchase, of real or personal property for up to 20 years: and (c) adopt all rules necessary to carry out its powers and duties under the intergovernmental agreement. The intergovernmental entity is governed by a board or commission appointed by, responsible to and acting on behalf of the units of local government that are parties to the agreement, according to a governance document established by the participating agencies. As a free-standing legal entity, it may enter into contracts and make other legally binding decisions, within the authority granted in the governing document. Thus, if the participating local governments' intentions in created the IVV.9 were to create an intergovernmental entity with separate authority to act, at least two steps would be required. First, each participating government entity would be required to ratify the creation of the IWB by ordinance. Second, the IWB would need a "governance document" describing the scope of its authority, and any actions taken would need to be authorized in that governance document. ALTERNATIVELY, Currently.. the role of the IWB is to 'make recommendations to the Tigard City Council on water services issues." Amend the agreement to beef up the IWB's role, by requiring the IWB to approve all the things it currently "makes recommendations" on. We would propose some language like, "The Parties acknowledge that the IWB is not an independent legal entity, but a consortium of local water providers. Therefore, the members of the IWB shall be permitted at any time to obtain consent from their respective governing bodies for, and shall be required to approve by unanimous vote, the following activities by the City of Tigard:" And then list them, including all the things the current agreement requires "recommendations" on, if appropriate. Pg. 2, 3.A. "...District !!nincorporated Area — U. I_:tuber At Large — Gr r, Member selected by a majority vote of the other Members." Comments: The at-large member position shall be advertised every two years, applicants shall be interviewed by the Board, and then the position shall be filled by a majority vote of the Board. Pg. 5, #4. Division of Original District Assets Comment in General: With an equitable partnership between the entities, all properties have an equitable division of assets between all entities. 4.A.(2)a. Other Assets... Comment: If the Members truly want to be joined at the hip, all system assets in all Member jurisdictions should be jointly owned in tenancy-in-common agreements, not just those that are under title to the TWD. 4.6. All system assets and other assets shall be pledged by the Cities and the District to Tigard." Comment: This section unnecessary if changed as above. 2 4.C. Termination formula Comment: Add a provision requiring that the members of the IWB must unanimously agree on apportionment of System Assets upon termination. 4.11). "Upon termination of this Agreement, other assets shall become the property of the jurisdiction in which the asset is located" Comments: Add the word "immediately" following the word "shall." Also, it's time for an inventory of all "system assets" and "other assets." Comments on this Entire Section: This whole section needs to be rewritten to find a more fair proportional interest in the assets. Depreciation is an accounting term, and should not be used as a basis for asset ownership. If an asset is fully depreciated, then its value is $0 to everybody? This makes no sense. 5. Asset Ownership/Water Rates/Revenues S.A. "...The District's ownership interest in the assets shall remain though the assets are being utilized by Tigard, unless transferred to Tigard by agreement or operation of law. Tigard will maintain and insure the real and personal property assets it utilizes." Comments: A public accountant's opinion, or that of some recognized authority, is needed to determine the question Bill Sheiderich raised concerning this section of "Should each member have a stated value for assets within that jurisdiction for purposed of General Accounting Standards Board rules?" S.B. "...Any higher fees, rates and charges imposed for providing water service shall be reviewed by the Intergovernmental Water Board prior to taking effect and shall be limited to covering the actual costs of providing such service..." Comments: Change language to. "shall be reviewed and approved by a majority vote of the IWB." 5.C.(4). SDCs Comments: I igard contemplates changing the SDC rate. the IWB should be informed, an ' , majority vote should be necessary by the IWB. 5.D.(1)(b) "The capital improvement program must be approved by the governing bodies of one less than the number of jurisdictions holding an ownership interest in the water system." Comments: The District would like clarification as to whether this is referring to capital improvements or supply source issues. 5.D.(3) "...The depreciated value shall be based upon the useful life of capital improvement under generally accepted accounting principles using a straight line method of depreciation..." Comments: Depreciated value should be deleted and replaced with proportional interest based on the fair market value of the asset, as determined by an average of two qualified appraisers. 5.D.(4) "...a sum equal to the Jurisdiction's Proportionate Interest in the depreciated value of such system asset." Comments: Replace depreciated value with fair market value as above. 5.F. '`The District shall receive an annual rebate equal to 1% of the previous years water sale revenue within the District for District expenses." Comments: An annual rebate equal to 1% is not sufficient for the District to provide for the operating services of the District, contingencies, or the education and water conservation programs it would like to provide or be involved in for its constituents. The District has needs that differ from the other Members, as the rebate is our sole source of revenue. The annual 3 rebate should be increased to 3% of the previous year's water sale revenue. Also, change from "water sale revenue" to "water sale revenues, system development charge revenue, franchise fee charges and other revenues derived within the District" for District expenses. 5.G.(1) "...Tigard shall use generally accepted accounting principles applicable to utility enterprises for the recording and identifying of all revenues and expenditures made for the water system. The Intergovernmental Water Board shall review such allocation and methodology." Comment: Change from "The Intergovernmental Water Board shall review such allocation and methodology." to "The Intergovernmental Water Board shall review and approve such allocation and methodology." 6. Indebtedness 6.113. "Tigard may incur, without the consent of the District..." Comment: Change to "Tigard may not incur, without the consent of the District..." 7. Services Provided By Tigard 7.A. "Tigard will provide water to properties and customers in all jurisdictions equally." Comments: The District needs clarification on "equally". 7.13. "...Tigard is under no obligation to provide such water services to areas annexed to the District subsequent to this agreement." Comment: This sentence is not in the King City and Durham Agreements so it is not an equitable statement. Either all three jurisdictional IGAs should share this provision, or none should. Otherwise, a financial inequity exists between the Members. 7.C. "District agrees that Tigard is empowered to use any right of condemnation possessed by the District that is necessary to provide water services consistent with the terms of this Agreement,..." Commmit: The District agree- -.vith Bill Schiederich's issue statement. "Delegating a city's power to condemn to another city may be impermissible. Better wording would be that Durham/other members would agree to consider condemnation of property within their jurisdiction if that entity decides condemnation is required for the water supply system, and allow Tigard to represent the city or district in court." 7.E. "To the extent that Tigard charges other governmental..." Comment: Eliminate this line and note, "Tigard agrees to allow the District use of the Richard Brown Auditorium at no cost to the District and such consent for use of space shall not be withheld if the space is available and the District provides at least 24 hours notice." 7.F. "Tigard agrees to assist the District in preparation of budgets, organization and noticing of meetings, other administrative duties at the request of the District. The District agrees to compensate Tigard a reasonable amount for such assistance." Comment: The District would like the last line removed. Add, "Tigard will respond within five (5) business days to requests for public and financial records relating to services provided in, and expenditures made to and on behalf of, the Tigard Water District." Such requests will be handled at no charge. 8. Rules and Regulations 8.13. "...The Intergovernmental Water Board is empowered to make a continuing review of any and all rules and regulations....'' 4 Comments: The District would like "continuing" removed and replaced with "annual". 9. Extension of Service 9.A and 9.13 Comments: The District would like 9.A and 9.13 enforced. 10. Employee Benefits/Personnel Comments: The District would like this entire section removed because it is obsolete. 11. Annual Meeting Comments: The District would like this section enforced. Additional: New water system assets built or procured need to have joint ownership also, as the funds to build or procure these facilities are likely coming from Water CIP funds or from rate increases, which affect all IWB Member jurisdictions. Or if joint ownership is not possible (i.e. Lake Oswego Agreement) perhaps the individual ICAs could include a provision that if a Member leaves, then Tigard payx that Member fair market value of that asset in the same proportion as the other typical joint tenancy percentages. Closing Comments: The District appreciates this opportunity for new consideration to be given in regards to the Agreements Tigard holds with each of the entity's of the IWB. It anticipates that refining the Agreements in place will make for better working relationships, fair equitability and ultimately for the good of all the water service areas of the Agreements. 5 City of Tigard, Oregon • 13125 SW Hall Blvd. • Tigard, OR 97223 July 3, 2008 Submitted at the IWB Meeting 0 By: �re�e�r�-� OUL{MI-r'" Mr. Ken Henschel _ Tigard Water District �x g Date: ��9 U� Agenda Item No.: P.O. Box 230281 Portland OR 97223-8144 Re: Proposed Lake Oswego Water Partnership Agreement Dear Mr. Henschel: Thank you for sharing your concerns regarding the upcoming decision on the Tigard/Lake Oswego water partnership agreement in your letter of July 2, 2008. I concur that it would have been preferable to have the agreement finalized earlier. However, there were minor points within the draft agreement requiring further clarification from both Lake Oswego and Tigard, thus preventing the release of the final agreement until July 2, 2008. The agreement was shared with the District within hours of being finalized. I must correct your statement that, ". . . our District has not even seen a preliminary copy of the proposed agreement . . ." In fact each member of the District was sent a draft of the agreement by way of the May 15, 2008 Intergovernmental Water Board (IWB) packet. Subsequent revisions to the agreement were technical in nature and did not affect the main body of the agreement regarding the percentage of ownership and water supply, cost sharing, timeframe, managing authority, etc. District representatives had the opportunity to attend, and in fact participated in: ■ IWB meetings where the agreement was discussed. ■ Several joint meetings (with the IWB and the Tigard and Lake Oswego City Councils). ■ An open house regarding the agreement. Information on the legal ramifications of the agreement and its effect on ratepayers was provided at several of these venues. The process employed to develop this agreement is not new. This is in fact the same process we employed when Tigard entered into the Portland water contract a few years ago, and to my knowledge it is the process we have always followed-in short because it makes sense. IWB representatives, acting as liaisons to their respective member jurisdictions, are considered the "experts" on water matters. These representatives have worked on the issue of securing a future water source for many years. If viewed from this perspective, it seems only logical that the recommendation of the experts is sought prior to the issue going before IWB member jurisdictions. On July 9, the TWD's representative to the IWB, not the Tigard Water District, is being asked to vote on the agreement as one member of the M. Phone: 503.639.4171 . Fax: 503.684.7297 .. www.tigard-or.gov . TTY Relay: 503.684.2772 I am pleased that the District recognizes the importance of the water partnership agreement. Many individuals, including those from the Tigard Water District and the Cities of Tigard, King City and Durham have worked tirelessly to develop this agreement to the benefit of all water customers within Tigard Water Service Area. This agreement represents a monumental accomplishment. Sincerely, L�CI.r Craig Prosser City Manager c: Tigard City Council King City City Manager David Wells King City City Council Durham City Manager Roland Signett Durham City Council Intergovernmental Water Board Commissioners Tigard Water District Commissioners Tigard Water District P.O. Box 230281 Portland, OR 97281-0281 www.Ti_qardWaterDistrict.org July 2, 2008 Mayor Craig Dirksen City of Tigard 13125 SW Hall Blvd. Tigard, OR 97223-8144 Re: Proposed Lake Oswego Water Agreement Dear Mayor Dirksen: Our District has an issue with the upcoming July 9, 2008 Intergovernmental Water Board (IWB) vote to advise the City of Tigard as to the IWB's recommendation on endorsing the proposed water agreement with Lake Oswego. The Tigard Water District's Board of Commissioners has asked me to write this letter on their behalf. The IWB vote is set to take place before any of the affected jurisdictions (King City, Durham, Tigard, or the Tigard Water District) have had a chance to publicly review the proposed agreement with their respective governing bodies. As of today (one week before the IWB vote) our District has not even seen a preliminary copy of the proposed agreement, let alone had a chance to discuss it in public session, subject it to legal scrutiny, or bring it before the District's electors for comment. We do not know the legal ramifications of the proposed agreement nor$ the long-term affects to our ratepayers. Yet our representative to the IWB is being asked to vote in one week to advise the City of Tigard as to the merits of the proposed agreement. We have voiced our concerns in an email to Greer Gaston (attached), and Dennis Kollermeier responded (attached) with an offer to educate our Board any time between July 10th and July 28th (our Board's next scheduled regular meeting). Noticeably, the dates of that offer are subsequent to the proposed IWB vote. The upcoming vote on the proposed Lake Oswego agreement is one of the most important issues to come before our District in decades. We are extremely . uncomfortable with the methodology by which we are being asked to participate in the IWB vote. Although we understand the timeliness issues regarding the proposed agreement itself, our IWB representative should not be forced into the position of having to vote on such an important agreement before our Board has had a chance for a thorough review. It would not surprise me if the other jurisdictions might have similar concerns, as the dates that the City of Tigard proposes to brief those jurisdictions (King City on July 16th and Durham on July 22Id) are also subseque0 "'' the July 91h IWB vote. Unless another timeline is determined, our representative to the IWB will have no choice but to regrettably abstain from this very important vote. To do otherwise would be abdicating our Board's responsibility. We welcome any reasonable solution to this "cart-before-the-horse" dilemma. Best regards, I e4v 1 Ken Henschel Chairman-Board of Commissioners Tigard Water District CC: Mayor Ron Shay-City of King City Mayor Gery Schirado-City of Durham Bill Scheiderich-IWB Member-At-Large Board of Commissioners-Tigard Water District attachments 2 July 3, 2008 Tigard Times July 3, 2008 The Oregonian NOTICE of Public Hearing Notice Is Hereby Given That the Intergovernmental Water Board At a Meeting on Wednesday,July 9, 2008 at 5:30 p.m. In the Tigard Public Works Building 8777 SW Burnham Street Tigard, OR 97223 Will Conduct A Public Hearing to Consider the: CITY OF LAKE OSWEGO/CITY OF TIGARD WATER PARTNERSHIP AGREEMENT "Intergovernmental Agreement Regarding Water Supply Facilities, Design, Construction, and Operation" Under the agreement, the City of Tigard and Lake Oswego would jointly expand and upgrade Lake Oswego's existing water system,and develop Lake Oswego's existing water rights and permits on the Clackamas River. When complete, the project would supply the Tigard Water Service Area with approximately 14 million gallons of water per day. Botb public oral and written testimony is invited. For more information, contact Greer Gaston at The City of Tigard, Public Works Department, 13125 SW Hall Blvd.,Tigard, Oregon 97223, 503-718-2595, greer dgard- or.gov. 1AIRMathMotice Informational Hearing-Greer Revised.doc COMMUNITY NEWSPAPERS NOTICE OF PUBLIC HEARING 6605 SE Lake Road, Portland, OR 97222•PO Notice Is Hereby Given that the Intergovernmental Water Board Box 370• Beaverton, OR 97075 At a Meeting on Wednesday,July 9,2008 at 5:30 p.m. Phone: 503-684-0360 Fax: 503-620-3433 In the Tigard Public Works Building, 8777 SW Burnham Street,, Tigard,OR 97223 Email: Will Conduct A Public Hearing to Consider the: legaladvertising@commnewspapers.com CITY OF LAKE OSWEGO/CITY OF TIGARD WATER PARTNERSHIP AGREEMENT "Intergovernmental Agreement Regarding Water Supply Fa- AFFIDAVIT OF PUBLICATION cilities,Design,Construction,and Operation" State of Oregon, County of Washington, SS Under the agreement, the City of Tigard and Lake Oswego would jointly expand and upgrade Lake Oswego's existing wa-, I, Charlotte Allsop, being the first duly sworn, ter system, and develop Lake Oswego's existing water rights' and permits on the Clackamas River.When complete,the proj- ect would supply the Tigard Water Service Area with approxi- Manager of The Times (serving Tigard, mately 14 million gallons of water per day. Tualatin & Sherwood), a newspaper of Both public oral and written testimony is invited. general circulation, published at Beaverton, in FOR MORE INFORMATION, CONTACT GREER GASTON the aforesaid county and state, as defined by AT THE CITY OF TIGARD, PUBLIC WORKS DEPARTMENT,, ORS 193.010 and 193.020, that 13125 SW HALL BLVD., TIGARD, OREGON 97223, 503-718- 2595, reerna.tigard-or.gov. Publish 7/3/2008TT11171 City of Tigard Notice of Public Hearing TT11171 A copy of which is hereto annexed, was published in the entire issue of said newspaper for 1 Successive and consecutive weeks in the following issues July 3, 2008 C1ta(Lore 0_tt4L_,2 Charlotte Allsop (Accounting Managel) Subscribed and sworn to before me this July 3, 2008 L\,X1&V�a- 1�), OTAR PUBLIC FOR OREGON My commission expires�(1Wl �g t 1XI)' Acct#10093001 City of Tigard Twila Willson OFFICIAL SEAL SUZETTE I C 13125 SW Hall Blvd R NOTARY PUBLIC-OREGON Tigard, OR 97223 COMMISSION NO.422M MY COMMISSION EXPIRES NOVEMBER 28,2011 Size 2x3 Amount Due $50.10 *remit to address above INTERGOVERNMENTAL WATER BOARD RESOLUTION NO. 08-01 RESOLUTION RECOMMENDING THE CITY OF TIGARD APPROVE THE WATER PARTNERSHIP INTERGOVERNMENTAL AGREEMENT REGARDING WATER SUPPLY FACILITIES, DESIGN,CONTSTRUCTION,AND OPERATION, BETWEEN THE CITY OF TIGARD AND THE CITY OF LAKE OSWEGO WHEREAS, the City of Tigard("Tigard")and the City of Lake Oswego desire to enter into an Intergovernmental Agreement("IGA")regarding water supply for the purposes of obtaining a permanent non-contract source of raw water; and WHEREAS,the Intergovernmental Water Board was created by way of intergovernmental agreements in December, 1993,and under these agreements,has authority to make recommendations to Tigard relative to certain water service matters, and as to any other matters which the Intergovernmental Water Board may feel to be for the good of the water system,the overall public interest and for the benefit of the consumer; and WHEREAS,the proposed IGA is supported by sound engineering analysis, is in the best interest of water customers within the original water district and is consistent with the goal of working together to provide all of the residents and property with a clean, economical water supply;and WHEREAS, in July 2007 an engineering study known as the Lake Oswego and Tigard Joint Water Supply System Analysis was performed by Carollo Engineers and was funded by the ratepayers of the Tigard Water Service Area and the City of Lake Oswego. NOW,THEREFORE, BE IT RESOLVED by the Intergovernmental Water Board that: SECTION 1: The Intergovernmental Water Board hereby recommends to Tigard that the Intergovernmental Agreement Regarding Water Supply Facilities, Design and Construction and Operation Between the City of Lake Oswego and the City of Tigard be approved by the City of Tigard; and SECTION 2: This resolution is effective immediately upon passage. PASSED: This day of TU L-y ,2008. Chair, Intergovernmental Water Board ATTEST: I Recorder Page 1 - RESOLUTION NO. 08-01 City of Tigard 13129 SW Hall Blvd. . Tigard, OR 97223 74 Phone: 903-639-4171 TIGARD FAX TRANSMITTAL Date July 3, 2008 Number of pages including cover sheet 3 To: X00%City of King City (Fax No. 503-639-3771) X The City of Durham (Fax No. 503-598-8595) From: Greer Gaston Co: City of Tigard Fax#: 503.684.8840 Ph#: 503.718.2595 SUBJECT: Intergovernmental Water Board Meeting Notice and Agenda MESSAGE: Please post the attached agenda for the upcoming meeting of the Intergovernmental Water Board. Thank you. l , hp officejet 4200 series 4215 Personal Printer/Fax/Copier/Scanner Log for City of Tigard PW 5036848840 7/3/2008 12 : 03PM Last Transaction Date Time Type Identification Duration Pages Result 07/03 12 : 02p Fax Sent 5035988595 1 : 03 3 OK hp officejet 4200 series 4215 Personal Printer/Fax/Copier/Scanner Log for City of Tigard PW 5036848840 7/3/2008 12: 01PM Last Transaction Date Time Type Identification Duration Pages Result 07/03 12: 00p Fax Sent 5036393771 0: 53 3 OK