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Resolution No. 18-22 CITY OF TIGARD, OREGON TIGARD CITY COUNCIL RESOLUTION NO. 18-02a A RESOLUTION APPROVING THE FIFTH AMENDMENT TO THE WATER PARTNERSHIP INTERGOVERNMENTAL AGREEMENT BETWEEN LAKE OSWEGO AND TIGARD REGARDING WATER SUPPLY FACILITIES,DESIGN,CONSTRUCTION,AND OPERATION. WHEREAS, on August 6, 2008, the Parties executed the Intergovernmental Agreement Regarding Water Supply Facilities,Design,Construction,and Operation ("Agreement");and WHEREAS, the Agreement requires that within a time certain after the Initial Expansion is constructed, property interests held in the name of Lake Oswego are to be conveyed by warranty deed to Tigard proportionate to their allocation of water supply;and WHEREAS, the Agreement provides that from time to time exhibits may be revised or new exhibits added based upon further evaluation and studies;and WHEREAS, further evaluation and studies have occurred and the Parties agree that certain text amendments and a new exhibit should be added to clarify proportionate ownership and to reflect the final reconciliation of costs owed by Tigard to acquire its proportionate interest in real property held in the name of Lake Oswego. NOW,THEREFORE,BE IT RESOLVED by the Tigard City Council that: SECTION 1: The Mayor is authorized to sign the fifth amendment to the Agreement in the form attached hereto as Exhibit`A.' SECTION 2: This resolution is effective immediately upon passage. PASSED: This dati- of 2018. Q�li Mayor I ity of Tigard ATTEST: City Recorder-City of Tigard RESOLUTION NO. 18-.2A Page 1 EXHIBIT A FIFTH AMENDMENT TO INTERGOVERNMENTAL AGREEMENT REGARDING WATER SUPPLY FACILITIES, DESIGN, CONSTRUCTION,AND OPERATION THIS FIFTH AMENDMENT to Intergovernmental Agreement Regarding Water Supply Facilities, Design, Construction and Operation (Fourth Amendment) is effective this day of 2018, 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" an ctively as "Parties." .£:'. Recitals WHEREAS, on August 6, 2008 the Parties exeodit d an Intergo -mental Agreement r¢t , Regarding Water Supply Facilities, Design, Constryct}on and Operation, which was subsequently amended by the First Amendment, Second AmttP ent,Third Amendmen' d Fourth Amendment, (the agreement with all amendments is referresteinas the "Agreement," nd WHEREAS, the Agreement reifes that within a` ain after the Initia` Expansion is constructed, property interests held in-4]h6name of Lake Ostgo are to be conveyed to Tigard in proportion to its allocation of water sup ly capacity;and i WHEREAS, the Aent provides tttat from time to time exhibits may be revised or new exhibits added based uurtherevaluation end sten and a . WHEREAS, further evaluation and studies have occurred and the Parties agree that certain text amendments and a new Exhibit 8 s ould be added tc►clarify proportionate ownership and to reflect the final recc+nc+liatidn.of costs o Tigd to acquire its proportionate interest in real property held in the name of tales%Oswego,and N mi U,THEREFORE, 1' g' PARTIES IGREE TO THIS FIFTH AMENDMENT TO THE AGREEMENT AS �f. FOLLOWS: Section 1. Addition xhi bit. Exhibit 8 (Tigard Buy-In Final Reconciliation) is added to the Agreement y in the form attached'o,",this Fifth Amendment as Attachment 1. Section 2. Payment of Costs due. Within thirty days after the effective date of this Fifth Amendment, Tigard will pay the City of Lake Oswego $311,312 representing full and final reimbursement of costs for real property interests acquired by Tigard. Section 3. Section 4.2 of the Agreement is amended as follows (deleted text strickoR, new text bolded and double-underlined): 4.2 Anticipated Ownership FIFTH AMENDMENT TO INTERGOVERNMENTAL AGREEMENT REGARDING WATER SUPPLY FACILITIES, DESIGN, CONSTRUCTION AND OPERATION 11 Page EXHIBIT A At the completion of the Initial Expansion, the Parties' percentage ownership shall be allocated as set forth in FST Exhibits 6 and 8 attached hereto and incorporated by reference. Where assets are listed on both Exhibits 6 and 8,the allocations in Exhibit 8 shall control. Section 4. Section 5.1 of the Agreement is amended as follows (deleted text S#Fieken, new text bolded and double-underlined): 5.1 Creation of Common Ownership : Title to or easements 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 conclusion of the Initial Expansion. Tigard shall have an equitable interest as if it were a vendee under a land sale contract. Within W 30 days following Substantial empletien of the lRitial gxpaRsien the effective date of the fifth amendment to this Agreement, Lake Oswego will, by War` nty Deed (for fee interests) and assignment (for easement rights), convey to Tigard an- undivided proportionate interest as tenant in common in the Property as se forth on ` Exhibits 6 and 8, attached hereto and incorporated by reference. Where assets are listed on both Exhibits 6 and 8.the allocations in Exhibit 8 shall control. 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 ownership according to the purchase price paid. Closing costs for the Lake Oswego transfer to Tigard shall be shared equally. Section 5. Section 5.2.2.2 of the Agreement is amended as follows (deleted text StFieken, new text bolded and double-underlined): FollpW ng transfer, Lake Oswego and Tigard shall be responsible for all costs relat to the Property in proportion to their respective interests as set forth on r Exhibits 6 and 8. Where assets are listed on both Exhibits 6 and 8,the allocations in Exhibit 8 shall control. Such costs shall be included in the monthly invoices under Section 7.1.4. Section 6. Entire Agreement. ,Except a specifically amended by this Fifth Amendment, the Agreement remains in full force and effect. SIGNATURE LINES TO FOLLOW FIFTH AMENDMENT TO INTERGOVERNMENTAL AGREEMENT REGARDING WATER SUPPLY FACILITIES, DESIGN, CONSTRUCTION AND OPERATION 2 1 P a g e EXHIBIT A IN WITNESS WHEREOF the Parties have dated and signed this Agreement City of Lake Oswego City of Tigard Mayor Dated Mayor Dated ATTEST: ATTEST: City Recorder Dated City Recorder Dated APPROVED AS TO FORM: APPROVED AS TO FORM: City Attorney Dated City Attorney Dated FIFTH AMENDMENT TO INTERGOVERNMENTAL AGREEMENT REGARDING WATER SUPPLY FACILITIES, DESIGN, CONSTRUCTION AND OPERATION 3Page