2013-1177-Order No. 2013-045 Recorded 9/30/2013FICIAL REVIEWED NANCYDESCHUBLANKENSHIPTES COUNTY CLERKS yd 1013"117r
COMMISSIONERS' JOURNAL 09/30/2013 01:12:03 PM
LEGAL COUNSEL 111111111111111111111
2013-1177
BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCI-IUTES COUNTY, OREGON
ALSO ACTING AS THE BOARD OF TRUSTEES FOR THE LA PINE SPECIAL SEWER DISTRICT
An Order Declaring the Board of County
Commissioners to be the Board of Trustees for the * ORDER NO. 2013-045
La Pine Special Sewer District and Initiating and
Finalizing the Dissolution of the District
WHEREAS, on or about June 27, 2012, the City of La Pine (the "City") and the La. Pine Special Sewer
District (the "District") entered into a Master Withdrawal and Transfer Agreement ("Agreement"), attached as
Exhibit A and incorporated by reference herein, to facilitate the City's withdrawal of the District's territory
pursuant to ORS 222.520; and
WHEREAS, on July 1, 2012, pursuant to the Agreement and ORS 222.520, the City withdrew the
District territory that existed within the City's boundaries; and
WHEREAS, after the City withdrew the District territory that existed within the City's boundaries, only
2.6 uninhabited acres of the District remain and, thus, pursuant to ORS 264.410, there are no qualified District
board members or voters; and
WHEREAS, pursuant to ORS 198.920(3), if there are no qualified District board members, "the county
board shall act as or appoint a board of trustees to act in behalf of the district" for purposes of dissolution; and
WHEREAS, as of July 1, 2012, pursuant to the Agreement, all District operations, including the
provision of sewer services, were transferred to, and assumed and performed by, the City; and
WHEREAS, pursuant to the Agreement, for the interim period beginning on July 1, 2012 and ending on
the date upon which the transfer and assignment of one or more United States Department of Agriculture - Rural
Development loans (the "Loans") to the City occurs in connection with the City's withdrawal of the La Pine
Water District's territory under ORS 222.520, the District granted the City full right, power, and authority
necessary or appropriate to operate the sewer system, including, without limitation, the right to operate and
control the District's assets; and
WHEREAS, pursuant to the Agreement, all of the District's real and personal property will be
conveyed, transferred, and assigned to the City on the date upon which the transfer and assignment of the Loans
to the City occurs, which in no event may be prior to the date USDA consents to such transfer and assignment;
and
WHEREAS, based on the foregoing, the Board of County Commissioners (the "BOCC") finds that it is
in the best interest of the public to act as the board of trustees rather than appoint a separate board of trustees to
act on behalf of the District; and
WHEREAS, pursuant to District Resolution No. 12-7, attached as Exhibit B and incorporated by
reference herein, the District approved the Agreement and the dissolution of the District in accordance with
ORS 198.920; and
PAGE 1 Or 3-ORDER No. 2013-045
WHEREAS, in accordance with ORS 198.925, the Agreement included the requirements of a proposed
plan of dissolution and liquidation, but was not tiled in the office of the Deschutes County Clerk ("County
Clerk") within 30 days after the District initiated the dissolution proceeding; and
WHEREAS, pursuant to ORS 198.925, the District's description of outstanding indebtedness, real and
personal property, and other assets is included in Exhibit A; and
WHEREAS, no uncollected taxes, assessments, or charges levied by the District exist; and
WHEREAS, the estimated cost for dissolving the District, which process will include approximately 10
hours of Deschutes County Legal Counsel time in preparing dissolution and other necessary transfer documents,
time of the BOCC and its staff to conduct the public meetings to approve this document and other necessary
dissolution and transfer documents, will likely be less than $5,000; and
WHEREAS, pursuant to ORS 198.940, the BOCC shall declare the District dissolved without an
election if the BOCC finds that dissolution is in the interest of the people of the county and the territory within
the affected district is uninhabited; and
WHEREAS, because the City is and will be providing the District's functions for the territory
within the City limits and no services were provided to the remaining 2.6 acre parcel described above,
the City shall retain the books and records of the District rather than depositing them with the County
Clerk; and
WHEREAS, this order and Exhibits A and B provide the necessary findings required by statute to
dissolve the District; and
WHEREAS, the county board of trustees for the District is needed to sign documents for the transfer
and conveyance of all assets and liabilities of the District to the City as part of the dissolution and winding up of
the affairs of the District; now, therefore,
THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON, ALSO ACTING
AS THE BOARD OF TRUSTEES FOR THE LA PINE SPECIAL, SEWER DISTRICT HEREBY ORDERS as
follows:
Section 1. The BOCC shall act as the District's board of trustees for purposes of initiating this
dissolution, transferring and conveying all the District assets to the City, and taking all other actions necessary
to wind up the affairs of the District prior to and after the dissolution of the District; and
Section 2. This order and Exhibits A and B are the dissolution plan for the District.
Section 3. Within seven days of the BOCC signatures on this document, the Deschutes County Legal
Counsel shall file a copy of this order with the County Clerk as the dissolution plan for the District.
PAGF. 2 OF 3- ORDER No. 2013-045
Section 4. Upon filing of the dissolution plan with the County Clerk, the District is dissolved.
Dated this ~ of September, 2013.
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
aL~- ux_r_
ALAN UNGER, Chair
ATTEST:
Recording Secretary
TAMMY BANEY . Vice Chair
Z;AOI'A~~
ANTHONY DeBONE, Commissioner
STATE OF OREGON )
ss.
County of Deschutes )
Signed and sworn to (or affirmed) before me, a Notary Public, by ALAN UNGER, ` ,
ANTHONY DEBONE, the above-named Board of County Commissioners of Deschutes County,
Oregon, also acting as the board of trustees for the La Pine Special Sewer District, on behalf of Deschutes
County, Oregon and the La Pine Special Sewer District.
DATED this ~ - day of , 2013.
Notary Public for Oregon
My Commission Expires:
OFFICIAL SEAL
BONNIE LEE BAKER
700MMISSON TARY PUBLIC-OREGON
NIWSSION NO. 4559$7
'tF I- P E FEBMARY 23 2015
PAGE 3 OF 3- ORDER No. 2013-045
MASTER WITHDRAWAL AND TRANSFER AGREEMENT
This Master Withdrawal and Transfer Agreement (this "Agreement") is entered into and made
effective on June 27, 201.2 (the "Effective Date") by and between the La Pine Special Sewer District
("District"), whose address is PO Box 2460, La Pine, Oregon 97739, and the City of La Pine ("City"),
whose address is PO Box 3055, La Pine, Oregon 97739,
RECITALS:
A. City is causing the withdrawal of District's territory under ORS 222.520. As part of the
Withdrawal, (a) District will transfer its sewer lines, trunk and collection lines, pumping stations, disposal
properties, mains, service installations, structures, facilities, improvements, assets, and other property
to City, and (b) City will assume certain District liabilities and obligations.
District supports City's withdrawal of District's territory. District is willing to exercise its
best efforts to assist and cooperate with the Withdrawal.
C. The parties desire to enter into this Agreement in order to facilitate the Withdrawal and
ensure the most.effective, efficient, and seamless transition of District's assets, liabilities, and operations
to City.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
Definitions. Except as otherwise defined in this Agreement, capitalized terms contained
in this Agreement have the meanings assigned to them in the attached Appendix A,
drawal under ORS 222.520. Subject to the terms and conditions contained in this
Agreement, pursuant to ORS 222.465, the Withdrawal will occur and be effective on the Withdrawal
Date. District will take all necessary and appropriate actions to ensure that the Withdrawal is
consummated and effective on the Withdrawal Date.
District Op_e_rations. Subject to the terms and conditions contained in this Agreement, as
of the Withdrawal Date, all District operations will be transferred to, and assumed and performed by,
City. Without otherwise limiting the generality of the immediately preceding sentence, as of the
Withdrawal Date, City will perform the following District operations: (a) City will provide those sewer
services provided by District as of the Effective Date within City's boundaries; (b) City will provide all
administrative services, including the preparation of an annual budget, audits, accounts payable,
accounts receivable, billing, purchasing, and equipment acquisition; and (c) to the extent City
1. -MASTER WITIADRAWAL AND TRANSFER AGREEMENT
17.4323-087.00184970;1)
Exhibit A to Order 2013-045
Page 1
determines necessary or appropriate, City will perform, or cause to be performed, all maintenance,
capital acquisitions, improvements, and/or other services to be performed.
Transfer of Assets. Subject to the terms and conditions contained in this Agreement, as
of the Transfer Date, District conveys, transfers, and assigns to City all of District's real and personal
property, whether tangible or intangible, wherever located, including, without limitation, the following:
(a) District's real property assets, including, without limitation, the real property
assets identified on the attached Schedule 4aj, together with all fixtures and improvements located
thereon;
(b) District's wells, reservoirs, sewer lines, trunk and collection lines, pumping
stations, disposal properties, mains, service installations, structures, facilities, improvements, and any
other property that may be necessary for the operation of the Sewer System;
(c) District's tangible personal property assets;
(d) District's accounts receivable;
(e) District's insurance policies and intellectual property assets, including, without
limitation, any intellectual property assets listed on the attached Schedule 4(e);
(f) District's cash, accounts, certificates of deposit, rights to prepaid expenses,
deposits, refunds, and offsets (provided, however, City acknowledges that some transferred funds have
statutory or contractual restrictions concerning their use and City will abide by those requirements);
(g) District's rights under any grants, easements, and/or contracts to which District
is a party (the "Contract(s)"), including, without limitation, District's rights under those grants,
easements, and contracts identified on the attached Schedule-4 (gJ, but excluding any collective
bargaining agreement(s) to which District may be a party;
(h) District's licenses, permits (including, without limitation, all Water permits),
registrations, and other governmental authorizations, together with all applications for governmental
authorizations;
(i) District's data and records containing information related to District and/or the
Sewer System, including, without limitation, all books of account and records, customer and supplier
lists, financial and technical information, drawings, specifications, techniques, programs, systems,
processes, and computer software;
(j) District's goodwill, internet domain names, including, without limitation, those
listed on the attached Schedule 41e), telephone numbers, fax numbers, email addresses, including,
2 - MASTER WITHDRAWAL AND TRANSFER AGREEMENT
(14323-087-00184970
Exhibit A to Order 2613-045
Page 2
without limitation, those listed on the attached Schedule 4(e), and other similar items, together with
associated listings and registrations; and
(k) all claims, actions, proceedings, damages, liabilities, liens, and expenses of every
kind that District may have against and/or be able to recover from any person, whether known or
unknown, including, without limitation, all insurance claims.
Assumption of Obligations. Subject to the terms and conditions contained in this
Agreement, as of the Transfer Date, City will assume any and all District liabilities and obligations arising
on or before the Transfer Date, including, without limitation, the following:
(a) District's liabilities and obligations to contractors and customers incurred in the
ordinary course of District's business; and
(b) District's liabilities and obligations arising out of or under the Contracts.
6. Excluded Liabilities and Obligations, Notwithstanding anything contained in this
Agreement to the contrary, City will not assume nor be responsible for any District liabilities and/or
obligations arising out of or related to, whether known or unknown, the following: (a) any District
employee, whether or not the employee is hired by City, arising on or before the Withdrawal Date;
(b) any union representing District's employees; and/or (c) any collective bargaining obligations and/or
agreements to which District may be a party.
Interim Period. If applicable, for the period beginning on the Withdrawal Date and
ending on the Assignment Date, District grants City full right, power, and authority necessary or
appropriate to operate the Sewer System, including, without limitation, the right to operate and control
the Assets. If necessary or appropriate, District may retain a cash reserve account in an amount
necessary to cover any checks written by District prior to the Withdrawal Date. The balance of the
reserve account, if any, will be transferred to City immediately after the checks have cleared the reserve
account.
Water Permits. Without otherwise limiting the generality of Section 4, above, District
will transfer, assign, and convey to City as of the Transfer Date any and all rights and interests District
has or may have in any water rights, applications, and/or permits related to or concerning the Sewer
System, including, without limitation, the following:
(a) Permit No. G-12545. Oregon Water Resources Department Groundwater
Permit No. G-12545 provides for the use of two District wells at a rate of 0.22 cfs, approximately 98
gpm, for the irrigation of not more than 75 acres of land, The wells are located in township 22 south,
range 10 east; Well No. 1 is in section 11, northwest-southwest quarter-quarter - 1,860 feet north and
275 feet west; Well No. 2 is in section 12, 2,550 feet north and 700 feet east; both wells from the
3 -MASTER WITHDRAWAL AND TRANSFER AGREEMENT
{14323 ;087-00184970;1)
Exhibit A to order 2013-045
Page 3
southeast corner of section 11, The annual volume is limited to three feet per acre of land (or 225,0
acre-feet). The period of use is March 1 through October 31 of each year.
9. Employee Transfer, Subject to the terms and conditions contained in this Agreement,
on the Withdrawal Date the employment of all District employees will be transferred to City as may be
required under ORS 236.605 et seq., without further civil service examination. A list of the transferring
District employees is attached hereto as Schedule 9. Subject to the terms and conditions contained in
this Agreement and ORS 236.605 et seq., City and District agree to the following concerning the transfer
of District's employees;
(a) Each District employee will be transferred to the employment of City as an at-
will employee (and placed on City's employee roster) effective as of the Withdrawal Date;
(b) Each District employee will be placed in a position comparable to the position
held by the employee immediately prior to the Withdrawal Date, if one exists, as reasonably determined
by City. If no comparable position exists, no lesser position is available, and no position otherwise exists
with City, the employee will be listed as a regular laid-off employee in accordance with ORS 236.630;
(c) Each District employee will retain the seniority he or she accrued under the
employee's employment with District, but no regular City employee will be demoted or laid off by
reason of that seniority at the time of transfer;
(d) Each District employee will receive the same salary paid by District to the
employee immediately prior to the Withdrawal Date for the employee's first 12 months of employment
with City. After the employee's first 12 months of employment with City, the employee will be placed at
the closest salary for his or her position, as designated by City's then existing salary schedule;
(e) Each District employee will receive the same privileges, including benefits,
hours, and conditions of employment, and be subject to the same rules, regulations, and policies
applicable to other City employees, including, without limitation, City's policy not to cash out accrued
paid leave upon an employee's separation of employment;
(f) Each District employee will be placed under City's health insurance plan
applicable to other City employees. There will be no waiting period for coverage of any pre-existing
conditions;
(g) in accordance with ORS 236,620, each District employee may, at the employee's
option, elect to continue for 12 months under District's retirement system in which the employee
participated. In the alternative, if the employee qualifies, the employee may elect within 30 days after
the date of transfer to participate in the retirement system available to City employees;
4~-a3MASTER WITHDRAWAL AND TRANSFER AGREEMENT
{ txhZY~it Alto Ur~d4e~ 1(113-045
Page 4
(h) At the time of transfer, District employees may elect to transfer any accrued sick
leave and retain up to a maximum of 80 hours of vacation leave. No additional leave will be transferred
to City. At the time of transfer, District will pay to City for each District employee electing to transfer
accrued leave a sum equal to the number of accrued leave hours transferred by the employee multiplied
by that employee's regular hourly rate of pay. After the transfer, City will grant leaves according to its
rules and/or applicable bargaining agreements concerning the use of leave; and
(i) District will liquidate any accrued compensatory time as of June 30, 2012
consistent with any applicable laws and/or collective bargaining agreements at the time of transfer.
District will transfer each District employee's employment records with District to City on the
Withdrawal Date.
10. Union Activities, As of the Effective Date, District is under collective bargaining
obligations concerning an employee union pursuant to the Public Employees Collective Bargaining Act.
City is riot obligated to assume or otherwise be bound by any collective bargaining agreement
negotiated or ratified by District nor is City obligated to offer contract terms that are similar to those
offered or agreed to by District.
11. District Dissolution. District will initiate its dissolution in accordance with ORS 198.920
(and/or any other applicable laws) prior to the Withdrawal Date. Withdrawal will result in no qualified
District board members. District will provide the Deschutes County Board of County Commissioners a
resolution requesting dissolution in accordance with applicable Oregon law.
12. District Representations and Warranties. District represents and warrants to City as
follows:
(a) District is duly organized and validly existing under the laws of the State of
Oregon, District has full power and authority to sign and deliver this Agreement and to perform all of
District's obligations under- this Agreement, District has full power and authority to conduct District's
business as it is now being conducted, to own and use the Assets, and to perform all of District's
obligations under all Contracts. This Agreement is the legal, valid, and binding obligation of District,
enforceable against District in accordance with its terms.
(b) The signing and delivery of this Agreement by District and the performance by
District of all of District's obligations under this Agreement will not (i) conflict with District's governing
documents, (ii) breach any agreement to which District is a party, or give any person the right to
accelerate any obligation of District, (iii) violate any law, judgment, or order to which District is subject,
and/or (iv) require the consent, authorization, or approval of any person.
(c) To the best of District's knowledge, the books of account and records of District
(i) are complete and accurate in all material respects, (ii) represent actual, bona fide transactions, and
5 -MASTER WITHDRAWAL AND TRANSFER AGREEMENT
{14323 087-00184970
Exhibit A to Order b13-045
Page 5
(iii) have been maintained in accordance with sound business practices, including the maintenance of an
adequate system of internal accounting controls.
(d) To the best of District's knowledge, District has no liabilities of any kind,
whether known or unknown, fixed or contingent, disputed or undisputed, matured or unmatured,
liquidated or unliquidated, or secured or unsecured, except for (i) liabilities incurred in the ordinary
course of District's business, and (ii) liabilities under Contracts that do not arise out of or result from a
breach by District. District has complied with all applicable laws during the three-year period before the
Effective Date.
13. City Representations and Warranties. City represents and warrants to District as
follows:
(a) City is duly organized and validly existing under the laws of the State of Oregon.
City has full power and authority to sign and deliver this Agreement and to perform all of City's
obligations under this Agreement. This Agreement is the legal, valid, and binding obligation of City,
enforceable against City in accordance with its terms.
(b) The signing and delivery of this Agreement by City and the performance by City
of all of City's obligations under this Agreement will not (i) conflict with City's governing documents,
(ii) breach any agreement to which City is a party, or give any person the right to accelerate any
obligation of City, (iii) violate any law, judgment, or order to which City is subject, or (iv) require the
consent, authorization, or approval of any person.
14. Citv Indemnification. Subject to the terms and conditions contained in this Agreement,
if and to the extent not covered by District's insurance, City will defend, indemnify, and hold each
District director, officer, and employee harmless for, from, and against any and all claims brought
against him or her as District director, officer, or employee concerning any action taken by such person
within the scope of the person's employment and/or authority with District provided the act or omission
which is subject to the claim was made in good faith and not as a result of gross negligence.
15. District Indemnification. To the fullest extent permitted by applicable law, District
releases and will defend, indemnify, and hold City and City's Representatives harmless for, from, and
against any and all claims resulting from, or arising out of, whether directly or indirectly, the following:
(a) District's ownership, use, maintenance, leasing, and/or operation of the Sewer System and/or Assets,
including, without limitation, any liabilities arising out of or concerning District's employees; and/or
(b) District's breach and/or failure to perform any District representation, warranty, covenant, and/or
obligation contained in this Agreement. The indemnification covenants contained in this Section 15 will
survive the termination of this Agreement.
16. Miscellaneous.
6- MASTER WpIIIHDRAAWg AL AND TRANSFER AGREEMENT
I, 9it f, U8d r13-045
~zh
Page 6
16.1 Grant of Authority. Notwithstanding anything contained in this Agreement to
the contrary, District makes, constitutes, and appoints City and City's Representatives with all power and
authority necessary or desirable to effectuate the Withdrawal and the transfer and assignment of
District's operations, the Assets, the Contracts, liabilities, and obligations to City, including, without
limitation, executing and acknowledging any and all documents, instruments, and agreements City
deems necessary or appropriate.
16.2 Severability. Assignment, and Binding Effect. Each provision contained in this
Agreement will be treated as a separate and independent provision. The unenforceability of any one
provision will in no way impair the enforceability of any other provision contained herein. Any reading
of a provision causing unenforceability will yield to a construction permitting enforcement to the
maximum extent permitted by applicable law, District will not assign this Agreement to any person
without City's prior written consent. Subject to the immediately preceding sentence, this Agreement
will be binding on the parties and their respective heirs, personal representatives, successors, and
permitted assigns, and will inure to their benefit. This Agreement may be amended only by a written
agreement signed by each party. The parties do not intend to confer any right or remedy on any third
party.
163 Attor__ _n>Fees. With respect to any dispute relating to this Agreement, or if a
suit, action, arbitration, or other proceeding of any nature whatsoever is instituted to interpret or
enforce the provisions of this Agreement, including, without limitation, any proceeding under the U.S.
Bankruptcy Code and involving issues peculiar to federal bankruptcy law or any action, suit, arbitration,
or proceeding seeking a declaration of rights or rescission, the prevailing party will be entitled to recover
from the losing party its reasonable attorney fees, paralegal fees, expert fees, and all other fees, costs,
and expenses incurred in connection therewith, as determined by the judge or arbitrator at trial,
arbitration, or other, proceeding, or on any appeal or review, in addition to all other amounts provided
by law,
16.4 Governin Law; Venue. This Agreement is governed by the laws of the State of
Oregon, without giving effect to any conflict-of-law principle that would result in the laws of any other
jurisdiction governing this Agreement. Any action or proceeding arising out of this Agreement will be
litigated in courts located in Deschutes County, Oregon, Each party consents and submits to the
jurisdiction of any local, state, or federal court located in Deschutes County, Oregon.
16.5 Attachments and Further Assurances. Any exhibits, schedules, instruments,
documents, and other attachments referenced in this Agreement are part of this Agreement. The
parties will sign other documents and take other actions reasonably necessary to further effect and
evidence the Withdrawal and this Agreement, including, without limitation, any necessary or
appropriate bills of sale, deeds, and/or any other instruments. Time is of the essence with respect to
District's performance of its obligations under this Agreement,
7 -MASTER WITHDRAWAL AMD TRANSFER AGREEMENT
I W~i>°Rb'W'hV3-045
Page 7
16.6 Notices. All notices or other communications required or permitted by this
Agreement must be in writing, must be delivered to the parties at the addresses set forth above, or any
other address that a party may designate by notice to the other party, and are considered delivered
upon actual receipt if delivered personally, by fax, or by a nationally recognized overnight delivery
service, or at the end of the third business day after the date of deposit if deposited in the United States
mail, postage pre-paid, certified, return receipt requested.
16.7 Waiver and Entire Agreement. No provision of this Agreement may be
modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing by
City and District. No waiver of either party at any time of the breach of, or lack of compliance with, any
conditions or provisions of this Agreement will be deemed a waiver of other provisions or conditions
hereof. This Agreement contains the entire agreement and understanding between the parties with
respect to the subject matter of this Agreement and contains all of the terms and conditions of the
parties' agreement and supersedes any other oral or written negotiations, discussions, representations,
or agreements,
16,8 Person and Interpretation. For purposes of this Agreement, the term "person"
means any natural person, corporation, limited liability company, partnership, joint venture, firm,
association, trust, unincorporated organization, government or governmental agency or political
subdivision, or any other entity. All pronouns contained herein and any variations thereof will be
deemed to refer to the masculine, feminine, or neutral, singular or plural, as the identity of the parties
may require. The singular includes the plural and the plural Includes the singular. The word "or" is not
exclusive. The words "include," "includes," and "including" are not limiting. The titles, captions, or
headings of the sections herein are inserted for convenience of reference only and are not intended to
be a part of or to affect the meaning or interpretation of this Agreement, If the date for performance of
an obligation or delivery of any notice hereunder falls on a day other than a business day, the date for
such performance or delivery of such notice will be postponed until the next ensuing business day. For
purposes of this Agreement, a "business day" means a normal working day (i.e., Monday through Friday
of each calendar week, exclusive of federal and state holidays and one day following each of
Thanksgiving, Christmas, and New Year's Day),
16.9 Execution/Counterparts, The parties may execute this Agreement in separate
counterparts, each of which when executed and delivered will be an original, but all of which together
will constitute one and the same instrument. Facsimile or email transmission of any signed original
document will be the same as delivery of an original. At the request of either party, the parties will
confirm facsimile or email transmitted signatures by signing and delivering an original document.
[end of agreement - signature page immediately follows)
8 -MASTER WITHDRAWAL. AND R A G TRANS AGREEMENT
Ai iM +A'bWNih-045
Page 8
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and made
effective for all purposes as of the Effective Date.
SEWER DISTRICT: CITY:
La Pine Special Sewer District City of La Pi
an Oregon special district aryOregon r
IIAL 1~
`c'c• rl.~ B :Ken Mul
By: Its: 'J. (_'e. $ .
9 - MASTER WITHDRAWAL AND TRANSFER AGREEMEN F
{I25R6iPA7t&(6&*720 )3-045
Page 9
Appendix A
Definitions
"Asset(s)" means those District assets described under Section 4.
"Assignment Date" means the date upon which the transfer and assignment of the Loans to City
occurs, which in no event may be prior to the date the United States Department of Agriculture - Rural
Development consents to such transfer and assignment.
"City Representative(s)" means each present and future City officer, employee, representative,
contractor, and/or agent.
"Contract(s)" means those Contracts identified under Section 4(g).
"Loan(s)" means the two loans the La Pine Water District has outstanding with the USDA,
namely (a) that certain Water Revenue Bond No. 1 dated November 24, 2003 in the principal amount of
$2,826,500,00, and (b) that certain Water Revenue Bond No. 2 dated February 24, 2005 in the principal
amount of $325,000.00.
"Transfer Date" means the later of the Withdrawal Date or the Assignment Date.
"Water Permit(s)" means those water rights, applications, and/or permits described in Section 8.
"Sewer System" means the sewer system operated by District on the Effective Date.
"Withdrawal" means City's withdrawal of District's territory under ORS 222.520.
"Withdrawal Date" means 12:00 a.m. on July 1, 2012.
APPENOIX A
114323°087-00184970;1}
Exhibit A to Order 2013-045
Page 10
SCHEDULE 4 a
Real Property
Parcel I:
In Township 22 South, Range 10 East of the Willamette Meridian, Deschutes County,
Oregon;
Section 11: Lot 9 and the Northeast quarter of the Southeast quarter
(NE1/4SE1/4) and the South half of the Southeast quarter (S1/2SE1/4);
Section 12: Lots 2 and 3
(16800 Reed Road, La Pine, Oregon 97739)
Parcel II:
Lot 67, NEWBERRY BUSINESS PARK, Deschutes County, Oregon.
(16689 Box Way, La Pine, Oregon 97739)
SCHEDULE 4(a)
1106tW?off M0-045
Page 11
SCHEDULE 4(e1
Intellectual Property
Licenses:
1, QuickBooks Pro 2012, License Number 7214-1512-0720-896
2, Continental Billing System for Windows (CBSW)
3, Neptune Technology Group, Inc., ARB N_SIGHT Mobile
Websites and email addresses:
1.
www.lapinesewer.org
2,
info@lapirnesewer.org
3.
dblatnik@lapinesewer,org
4.
Scott@lapinesewer.org
5,
ashley@lapinesewer.org
6,
wayne@lapinesewer.org
SCHEDULE 4(e)
46NOK'08 4h0 3-045
Page 12
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Page 15
SCHEDULE 4(g)
Contracts
1. Site Ground Lease Agreement between Western Tower, LLC and La Pine Special Sewer District,
dated December 22, 2003
2, Intergovernmental Agreement Between La Pine Special Sewer District and Deschutes County For
Collection of System Development Charges, Contract No. 2003-495
3. Intergovernmental Agreement Between La Pine Special Sewer District and Deschutes County For
Extension of Sewer to the Newberry Neighborhood, Contract No. 2004-092
4. Easement granted by Deschutes County to La Pine Special Sewer District, dated April 16, 2004, and
recorded in Deschutes County Official Records as Instrument No. 2004-23332
5. Easement granted by Deschutes County to La Pine Special Sewer District, dated June 6, 2012, and
recorded in Deschutes County Official Records as Instrument No. 2012-23834
6. Verbal agreement between La Pine Special Sewer District and La Pine Rural Fire Department for the
Fire Department to number the hydrants to its liking and then provide the District with a list of the
numbering system so the District can incorporate it into its hydrant map.
SCHEDULk 4(g)
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Exhibit A to Order 2013-045
Page 16
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SITfr; GROUND L1.7ASE AGREEMENT
`Phis Lease .Agreement, ("Agreement") is entered into thus day of December, 2003, between Western Tower LIZ, a. Washington
limited liability company avid La Pine Special Sewer District ( For good and valuable consideration the receipt and
t;uffxciency of which is hereby act nowledgz:d, the parties hereto agree as follows:
1, Premi$r.$ and Use. Subject to the following ttrnns and conditions, Lessor leases to Lessee a portion of the real property (the "17rorertq')
described in the attached Exhibit A. The portion leased to Lessee shall be limited to that portion of the Property, together with easements for
acccas grid utilities, described and depicted In attached ExhJblt B (collectively referred to hereinafter as the "1?rcrnises" The Premises are located at
16700 Iteed Road, JAPine, Oregon., Deschutes County, Oregon. and comprises approximately ten thousand (10,000) square feet, an area
approa-Ifnarely one hundred feet by one hundred feet (100' x 100').
The Premises will be used by Lessee for any purpose or activity related to or corurected with the provision of communication services,
irtcludixig, but: not limbed to, the erection, maintenance and operation of telecommunication facilities ("Lessees Facilities"), which
telecommunication Cacilites inc=lude, without limitation, antenna towers or poles and foundations, utility lines, transmission lines, air conditioned
equipment shelter(s), electronic equipment, radio transmitting and receiving antennas, supporting equipment and structures therew.
Unless lessee consents in writing, Lessor shall not place tiny fencing, gates or other barriers on the Property or elsewhere that would prevent,
limit, or otherwise impede access to the Premises by Lessee, its agents, employees, c=ontractors, guests, invitees, or others granted access to the
11rcmises by Lessee. I essee and such third patties shall have unconditional, unlimited access to the Promises.
2. 'Pena, The min of this Agreement (thy "Initial Tenet") is hive (5) years, commencing not later than twelve (12) months front full execution of
this Agreement or the start of construction, whichever first occurs ('Commencement Date") and terminating on the fifdr (5th) anniversary of the
Cornmcnccmcnt Date (the "'1'errri") unless otherwise terminat=ed as provided herein. This Agreement will he automatically renewed for Five (5)
additional tecrrns (each a "Renewal Tenn") of Five (5) years each, unless Lessee provides Lessor notice of intention not to renew not less than 90 days
prior to dre cxp tatiorn o£ the Initial Tertn or any Renewal Tcrm.
3. Cortraa gencies. 'T'his Agrecrnerit is sublc ct to the following ccintingencies;
(a) I.xcssee obtaining and ret;tining all governmental licerses, permits and approvals required for its intended use of the premises, includ!N(
Without limitation, the licenses, permits and approvals required for the construction of the Lessee f cilitics. Lessor agrees to cooperate with Lessee,
at Lzssee's Expense, in making application for and obtaining such licenses, permits and approvals.
(b) Lessee may perform such title searches, surveys, geotechnical and/or environmental studies; radio propagation studies, and/or other
tests and inspections of the property and Premises as it deems necessary. Tine resents of such searches, sucvcys, tests, or snrclies shall not reveal
obstructions, cncroachrnents or defe=c=ts which Lessee determines would interfere with Lessee's intended use of the Pcenvses_
4, FiEink;s. I..cssor consents arid agrees that L cssee, its employees, agents and independent conuactors ('Authorized Parties") may make and file
af>plicabons on Trssof's hehalf to such Iocal, state and federal governmental entities whose approval .C.essec ma.y consider necessary oe advisable to
have the Property approved for the location of the.. I..essce facilities, including, but not limited ro, governmental approvals for zoning variances,
re-r.oning applications, building permits and wetland pernuts. Lessor hereby agrees that an executed copy of this Agreement is as effective as the
ori£,'iaal. However, if requested by the Authorized Parties, Lessor agrees to execrate such other and further documents as may be required by the
governmental entity in question to evidence Lessor's consent to the action which is proposed to be tak=en.
S. Rent.
(a) Commencing upon the later of (a) that date which is 30 days after the issuance of a building permit, or (h) first. day of the month following
tae couuriencernent of the physical preparation of the Premises, the rent will be paid in equal monthly imtallmcots of Seven Hundred acrd 310/100
dollars ($700.00) (until increased as set forth krcrein), partial Months to be prorated, in advance. Rent for each month of the Renewal Term will be
the monthly rent in- effect for the final month of the Initial Term or prior ltenc~val Tenn, as the case may be, increased by three percent (3 per
yc ar.
(b) Within fifteen (15) days of full execution of this Agreement, L,essec shall pay Lessor a one-time lump sum amount of Six Hundred Nifty
Dollars ($650.00) provided I-essor executes arnd delivers this Agreement to Lessee by December 23, 2003_ Such payment shall ba fully
credited to 11.essee's monthly rcpt payment as of die Commencement Date_
G. 't'itle and Quiet Possession. LcsSor rcpccscnts, warrants, and agrces (a) that it.. has obtained a patent from the United States of America,
pursuant to the Recreation and public Purposes Act of June 14, 1926 (44 Stet, 741), as amended and supplemented (43 USC 869-1 to 869A); (b)
tdnat it has the fight to enter into this Agreement, and plus Agrrerncnt shall not breach auy order of contract ofwtuch Lessor is a party; (c) that the
person siVurtg thus AgreenwrlL Iola tine aurhority to sign; (r]) that I..esscc is entitled to access to the Premises at all. times and to the quiet possession
of the t'remiscs throue out the Initial 'Torn and each Renewid Term as tong as Lessee is not in default beyond the expiration of any cure period; (e)
that Lessor shall not have unsupervised access to the Premises or to the equipment,
Exhibit A to Order 2013-045
Page 17
7. Assignment/Subletting;'.
(a) Lessec may assign, all or any part of its intctcst in this Agreement m in the premises without the prior written consent ofassor subject to
the assignee assuming, all of ITSsce's obligations herein, and subject to any financing entity's inteccst, if any, in this Agreement as set: forth in
Paxag;raph S. Within sixty (60) days of any assigrnntent or sublease in paragraph 7 (a), lessee shall provide notice to Lessor of any such assignment or
sublease and such notice shall include the contact information of th c assignee or sublessee. Lessor may assigrh this Agreement upon written notice to
L.essce, subject to the assiggzec assuming all of Lessor s obligations hereir>, iriclurling; but not limited to, those set forth in paragraph 1 above. Lessee
may, wiUiuut Lessor's consent, sublet or license all or any portion of the Premises or the Lessee Faclitics to one or more entities. la:ssee may record
any age entcnt penrikwd by this subparagraph.
(b) Notwithstanding anything to the contrary contained in this Agreement, lessee may assigry mortgage, pledge, hypothecate or otherwise.
transfer without Lesaor's consent lessee's interest in this Agreement to any finarrci.ng entity, or agent on behalf of any financing entity (hereafter,
collectively referred to as " rrr r to whom lessee (i) has obligaticma for borrowed money or in respect of guaranties thereof, (rr) has
obligations evidenced by bonds, debentures, notes or similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers
acceptances and similar facilities. or in respect ofguaranties thereof
(c) Lessor agrees to notify Lessee and Uswe's Mortgagees simultaneously of any default by Lessee and to give Mortgtgecs the same right to
c .lire any default n l.Psscc,. except rhat a cure period for any Mortjpg ee shall not be less than ten (10) days after the receipt ofthe default notice. If a
termination, disa.ffirmanee or rejection of the Agar nrnr by h.,essee pursuant to any laws (including any bankruptcy or insolvency laws) shall occur,
or if Lessor shalt te.rmirtate this Agreement for any reason, Lessor will give to the Mortgagees the right to enter upon the Premises during a thirty
(30) day period conarnencing upon the Mortgagees' receipt of such notice for the purpose of removing Lessee's Facilities. l essay acl nowledges that
array Mortgagees shall be durd• party beneficiaries of this Agreement
8, Improvements. lessee rnay, at. its expense, conswact such improvements on the Prcrrriscs as it deems rnnccssaty from rime to time consistent
with the use perniaLed in paragraph 1. such improvements gNill become a part of the Iessee Facilities, as defined herein lzssee may make such
alterations to the real property that is consrsrernt with such use.. Uport termination or expiration of this Agreement, Lessee shall remove its
equipment and the Lessee Facilities; and will restore the Premises to substantially the condition existing on tie Commencement. Date, except for
ordinary wear and tear and casualty loss. Lessee will not b obligated to remove any udlitie:s, abovcgtound or underground, associated with its use of
the lprc.rnises, nor shall it be obligated to return any roacf%vays to their prior condition. Lessee shall not be obligated to remove any foundation more
than dhrce (3) feet bttlow g t* ide level.
"Tide to the Lcssec Facililies shall at all times remain in Lessee_ Al Lessee Facilities shall remain Lessee's Personal property and are not
fixtures. Lessee has the right to remove all Lessee Factlitics at its sole expense on or before the expiration or, earlier termination of this Agreement,
Lessor acknowledges that I_essee may rtow or in the future enter into financing; arrangements with financing entities far the financing; of the Lessee
Irac;litirs (the "f(2Ud1Le(") wirh a third. party financing entity. In connection therewith, Le.-Ssot (Y) consents to the installation of the Collateral; (1i)
disclaims any interest in the Collateral as fixtures or otherwise; arid Cii) agrees that the Collateral shall be exempt from claim of interest by Lessor,
whether by execution, foreclosure, levy, attachment, or otherwise, and that stitch Collateral may bP, removed at any time without recourse to legal
proceedings.
9. C;ourp.liance with Lash. lessor represents that the Property (including, the Prenises), and all improvements located thereon, are in compliance
with buildirig,, life/safety, disability and other laws, conies :uhd regnrlations of applicable g;overrzment;rl authorities, in all material respects. Lessee wiU
substuhtially cornply with all applicable laws relat.ungr to its possession and list of tine Premises, including without limitation posting requirements of
tlhe federal Communications Commission.
10. ln(etder-ence. Z es&Ce shall not use the Premises in any way which interferes with the current use of the remainder ofthe Property by Lessor, or
(ii) the current use by third parties having an interest in or a right to use the remainder of the Property, pmk: id, such use or uses have been disclosed
i_rx writing to Lessee prior to the date hereof (including frequencies being used, where the use involves the provision of communications services).
Lesior, its successors, or assigrhs, shall not use any putt orl of the Property in any way which interferes with the operations or activities of l essee
pc.mutted hereunder to be taken on the 1'rtrnises. Such interfere.nee shall be deemed a material breach by the intesferingpa.ty, who shall, upon notice
from the other, be responsible for, terminating, said interference. In the event any such intcrfcrencc does not cease within twenty-four (24) hours of
receipt of notice, the parties acknowledge that continuing interference may cause irreparable injrary and, therefore, the injured patty shall have the
right, in addition to any other rigzhta that it may have at, law or in equity, to bring action to enjoin such interference ox to terminate this Agr.ccment
(aid the obligations of the parties hereunder) immediately upon notice
U. Utilities. Lessee shall pay for the electricity it consumes in its operations. Lessee shall have the right to subrneter electricity and other utilities
from the existing utilities on the. Property. LAa ssor agrees to sign such documents or easements as may be required by said utility companies to provide
such service. Any easement necessary for such power or other utilities will be at a location acceptable to Lessor and the sercicingulility company.
12. Termination. If lease has cofnnuenced, T essce may terminate this Agreement at any time at the end of the current five (5) year tcun by notice to
Lessor without further liability. If lease is not commenced, tenrzination will be immediate without further liability if Lessee does not obtain all
permits or other approvals (collectively, "approval') required from array goverrhmerztal authority or any easements required from any third party to
operate the. facility, or if any such approval is canceled, expires or is withdrawn or terrnirrated, or if the representations and warranties of Lessor set
forth in subparagraphs G(a) and (b) are inaccurate in any material respect, or if Lessee, fir any other reason, in its sole discretion, determines that it
Exhibit A to Order 2013-045
Page 18
,,will be unable to ust die Prerrses. Upon termination, all prepaid rent will be retained by lessor unless such temainaiion is due to a breach of the.
repteseri(ii6ons arid warranties sec Forth in subparagraphs 6(2) and (b), or such termination is a result oFl.cssor's default.
11 Dr-fault and Remedies. Except as is otherwise provided herein, if a party is in default under this Agreement For a period of (z)10 days
;following receipt of notice from the non-de&Oting party with respect to a default which may bie cured solely by the payment of money, or (b) 30
days following rece pt'of' nonce from the rwn-df,&ul6ng party with respect to a default which may not be cured solely by the payment of money,
then, in either event, the non defaulting party may pursue all remedies available to it against the defaulting party under applicable law, including, but
not limited to, the right io terminate this Agreement. If the non-monetary default may not reasonably be cured within a 30-day period, this
Agreement may not be terminated if die defaulting party commences action to cure the default within such 30-day period and proceeds with due
diligence to fully cure the default- The tcmedies provided herein are cumulative. A• termination of this Agreement shall not avoid the defaulting
party's liability for the damages suffered by the non-defaulting party as a result of die breach or as a result of the terrraination of the Agreement.
14, ludeavaity. Lessor and Lessee each agrees to indemnify, defend and hold the other harmess From and against any and al] costs (Including
reasonable attorneys' fees) and claims of liability or loss which arise: out of the ownership, use and/or occupancy of the Premises by the
indemnifying party. This indemnity does not apply to any claims arising (tout the sole negligence or intentional misconduct of the inderxutified party.
Mle indemnity obligations under this Paragraph will survive ocomination of thus Agreement. Lessee agrees to indemnify, defend, and hold Lessor
harmless from and against all claims arising from Lessee's use of the Premises, except for. clairrts arising from the negligence or intentional acts of
Cesar, its e,nployees, agents or independent contractors, Lessor agrees to defend, indemnify and hold Lessee harmless from and against any and all
claims arising from the use of the property by Lessor, Lessor's agents, assigns, invitees, and pennittees or by third ,parties.
15. Hazardous Substances, Lessee: represents, warrants and covenants to Lessor that L.essce, shall at no time use the Premises in violation of any
Envirorzrnental Regulations. Lessee shall not introduce ally hazardous Materials onto the Premises, except for tlinsc contained in its bade-up power
batteries, propane and such other materials as are cornnrorrly used in telecornmunic:ations opera6or>_s, which materials shall be properly storcd and
be in reasonable quantities. I essor represents, warrants and covenants that the Premises and Property have not been used for the generation,
storage, treatment or disposal of hazardous NL, tedals. In addition, Lessor represents, warrants and covenants that no Hazardous Materials or
underground stora`;c tanks are located on or near the Premises or Pmpr.rty. Lessor shall handle, store and dispose of all Hazardous Materials it
brir ,vc untu the Imrnperry in acc;olo.Wict. wirh all federal, slate and local laws arid regulations, and shall impose on any tenant, licensee or other party
using any portion of the Property the same obligations. If Hazardous Materials are deposited as a result of any act or omission of I ssor, lessee
shall have the right to temtinate the Tease and its obligations under this Agreement, and, in addition, Lessor shall indcmnify rmd hold Lessee
lmarrnless from army and all claims arising out of such hazardous Materials or under any Frivironmenttl Regulations, which indemnity shall survive
time termination of this Agreement. For the pug)oses of these provisions, "Iiazarclgyt.~ i s' means any chemical, Pollutant or waste that is _Ltta presently idt;ntif rid as hazardous,
toxic or dangerous under any applicable federal, state or local law or regulations. As used hereum, 9nyiamaigntal
I ~;til,t Ln•s,'~shAl mean all laws, statutes, iepulations and judicial interl>rentions of the United States and throe state of Oregon or either of them
which relate to the pitvention or elimination of pollution or the protec ion of the environment.
1.6. Subordination acrd Non-10iswrbance. 't'his Agreement is subordinate to any mongige or deed of trust now of record against the Nemisvs.
1 however., promptly after the Agreement is Fully eaeeomd, Lessor will obtain a non-disturbance agxecrrtent reasonably acceptable to L ssce from the
holder of army such rnortnaon or, deed of trust.
17. Taxcs. Lessee will be responsible for payment of all personal property raves assessed against the'Lessca 1 acilirirs. I-essee will pay to Lessor any
increase in real property taxes attributable solely to any improvements to the Premises made by Lessee widacn 60 days after receipt of satisfactory
documcnta6on indicating calculation of I..esstr"s share of such real estate- taxes and payment of the real estate raves by I.rssor. Lessor will pay when
due all other real restate taxes and assessment; attributable to the property of Lessor ofwhich the Premises is a part Lessor shall deliver a copy ofany
tax bill or notice of reassessment, to .L cssec within five (5) days of Lessor's receipt of dmc same. Lessee shall have the right, at its own expense, and, if
necessary, in the name of but without expense to Lessor, to contest; by appropriate proceedings, conducted with due diligence and in good faith, the
v alidity of the amcnuat of taxes or reassessincnt, as applicable, to dic Premises.
18. Notices. All notices inust be ire writing and are tffective only when deposited in die U.S. mail, certified and posuige prepaid, or when scut via
averrught delivery to the following addresses, or to other addresses as may be changed from time co time by notice to the other party:
If to lessor, to: If to Lessee, t.o:
LaPim Special $Lwer Z7istrirt '111cstcrn Towcr LLC
1'.0, Box 1128 2715 E. 31,, Avt.
LaPirmc, Oregon 97739 Spokanc,'VVA 99223
Attn: Andy Newton Attn: Rod Michaelis
•I,et• (541) 536-3240 Tel:509-953-1144
i` mires shall be deemed given three (i) days after the notice has been deposited in the mail or upon reccipit if sent by overnight delivery
Exhibit A to Order 2013-045
Page 19
19, EzLStxrxnce. Lessee will procure and maintain commercial general liability insurance, with lin is of not less than $],000,000 combined single limit
per occthrrence for bodily injury a.nd property damage liability, wide a certificate of insurance to be furnished to Lessor within 30days of written
request. Such policy will list lessor as an additional named insured, and shall provide that cancellation will not occur without at least 15 days prior
written notice to Lessor. Lessee hereby waives its tight of recovery against Lessor for any loss or damage covered by said commercial general liability
insuranrr>, policy. Lessee shall cause such insurance policy to provide that the insurance company waives all rights of recovery against Lessor irh
connection with any datnage covered by such policy, Lessee shall increase the commercial general liability insurance by $1,000,000 at the end of each
Ten (10) year torn that die subject. Icase r5 IF) till force athcl effect. U- ssCe shall receive and own all stuns paid by any inmrance company.
20. Maintenance. Lessee will be responsible for rt;pairing and imintaining the Lessee Facilities i I a Propcr operating and reasonably safe condition;
provided, however if any such repair oc maintenance 1K rcquiEed due to the acts of lessor, its agents, employees, licensees, or perxnittees, Lessor
shall rcimbutse lessee for the reasonable costs incurred by I sscr, ro restore the darmiged areas to the condition which existed immediately prior
thereto. Lessor will maintain and repair all other portions Of the property of which tic Premises is a part w a proper operating and reasonably safe
condition-
21. Miscellaneons. (a) This Agreement applies to and binds the heirs, succc%ors, executors, administrators and assigns of the parties to this
Agrecnhcrat, (lh) this Agrerinctit is governed by the laws of die State of Oregon (c) if requested by Lessee, Lessor agrees promptly to execute and
deliver to lessee a recordable Memorandum of this Agreement, in the form amditd hereto as Exhibit C; (d) this Agreement (including the
Exhibits) constitutes the entire agreement between the parties and supersedes all prior written and verbal agreements, representations, promises or
understandings between the parties. Any amendments to this Agrcc-rncnt roust be in writing and executed by both parties; (e) if any provision of this
Agreement is invalid or unenforceable with respect to any party, the remainder of this Agreement or the application of such provision to persons
other than those as to whom it is held invalid or unenforceable, will not be affected and each provision of this Agreement will be valid and
enforceable to the fullest ea-teat pennitted by law; (f) floe prevailing party in any action or proceeding in court or mutually agreed upon arbitration
proceeding to enforce the terlras of Vus Agreement is entitled to receive its reasonable attorneys' fees and, other reasonable enforcement costs and
r:xpenses from die Iron-prevailing parity; t) ail pronouns include the masculine, feminine, singular, or plural as the identification of prtsorLs' places,
fauns, corporations, or entities or as the context may require; (lt) at the option of I..essee, this Agreement, or a Memorandum thereof, may he
recorded.
22. Non-Binding Until FiAly E'xecu". '1 his Agrcenhent: is not and shall not be binding on either party until and unl ss it is hilly executed by
troth Lessee, its successors or assigns, and t:ha lessor.
23. Condemnation, If any portion of the Prem.iscs shall be ac<lu6ed by the right of condemnation or eminent domain for any public or
quasi-phablic use or purpose, or sold to a condcrruhing authority under a threat of condc:rrtnation, then, as to the portion taken, the Lease shall cease
and tenninatc as of the date of I )(It vesting in such proceeding (or sale.), and all fees shall he paid up to that date. In the event of a partial taking, the
fee provided herein shall be reduced and profated according)y. In the event the cundenuhation makes economic use of the remainder of the
[itemises icnpracricabile, Lessee shall have the optiolt to tecnainatc the Lease as of the date of title vesting in such proceeding (or sale). In the event of
any enndeouratinn, t.,Aking, or sale, wlhether whole or partial, Lessor and Lessee sh ll be entitled to receive and retain such pparate award or portions
of lump sum awards as may be allocated to their respective interests in any condemnation proceedings, or as may be otherwise agreed,'1"errnination
of this .Agreement shall not affect the right of the parties to such awards.
J- he following Lxhibits are attached to and made a part of this Agreement Exhibits A, B, and C
IN WITNESS WHEREOF, the parfes Have executed this Agreement as of the date first above vvtittera,
LESSOR:
l-'Lpine special Sewer District
By: 9.
Title: Date: r)
Tax 1.13.
LESSFE:
Wesiern'I'crwer LLC
A. Washington Limircd I3ability Company
r
E3y:
Title: -Manager of Wes rn'I'cwer LLC
D;ite: _ 1_1___i`? -03 -
'l'ax 1. D, 80-0019677
4
Exhibit A to Order 2013-045
Page 20
c.zCp EN W 5
ST'ATT O)w - 1. (IaA i n ~vI-..-
COUNTY OF o a
~q On this ' -known of I~~.c.•P-!,± 2003, before me the undersigned Notary Public, personally appeared m ac
LiS: ~1n._ 1; 1o me known to be the identical person who executed in the name of the maker thereof to the within and foregoing
instrument and acknowledged to me that he/she executed the same as his/her free and voluntary act and deed, in the capacity and for the
uses and proposes set forth therein-
f,:riven under my hand and sea] die day and year first written above.
FNo' ary Public
f Washin gton
EK J. 9UDIG
it EKplres Nov 1,1005
STATE
COUNTY OF
Notary Public in
And for the State of'-,Z
Commission expires:_-'~:
On this day ofx2003, before nee the undersigned Notary Public, personally appeared b!n41 `D
, to me known to be the identical person who executed in the name of the maker thereof to the within and foregoing
instrument and ackxiowledged to me that he/she executed the same as his/her free and voluntary act and deed, in the capacity and for the
uses and purposes set forth therein.
Given under my hand and seal the day and year first written above.
0 O FFICIALSEAL
SHERRY EVEMMON
NOTAMY PUBLIC-oRF-QON
CommissION No. 362392
MY t.WMISSION EXPIRES OCT. 27, 2006
Notary Public in
And for the State of
Cgmnussigt e' tins:~-z
Exhibit A to Order 2013-045
Page 21
ACKNOwLI DGENT- NT
STATE OF
COUNTY OF
On this day of 2003, before me the undersigned Notary Public, personally appeared _
to me known to be the identical person who executed in the name of the maker thereof to the within and foregoing
instrument and acknowledged to me that .he/she executed the same as his/her free and voluntary act and deed, in the capacity and for the
rises and purposes set forth therein.
Given under my hand and sea! the day and year first written above.
Notary,Rtblic in
And for the State of _
Commission expires:,
ST,kfl, OF
COUNTY OF
On this _ day of - , 2003, before me the undersigned Notary Public, personally appeared .r
to me known to be the identical person who executed in the name of the maker thereof to the within and foregoing
instrument and acknowledged to me that he/she executed the same as his/her free and voluntary act and deed, in the capacity and for the
uses and purposes set forth therein.
Given under my hand and seal the day and year first written above.
Notary Public in
And for the State of _
Commission expires:
Exhibit A to Order 2013-045
Page 22
EXCIIMA
DESCA'MTION 012 LAND
to the Agreement dated Dccernbe.r , 2003, by and between LaPine Special Sewcr District, as I essor and westem Tower ME, a Washington
limited liability company.
The Prc4acrty is described and/or de:pictcd as follows (metes and bounds description):
Propecty Address: 16700 heed Road (glee best address pave at this point)
State: Oregon
County: Deschutes
AP.N RI-0812210000000107
Leyrnl Description: Township 22 Snutli, ltangr 10 I,-.ast, Section 11, Tau Lot 107 199.1 L aiid Patent Legal Desctiption as follows:
Willamette aI%kridian, Oregon
T. 22 S., R 1.0 C,
Sec. 11, Lot 9 and N13'/4 SH 114 and S I L2 SL? 1.14
Sec. 12, Lots 2 and I
Cont-a.ininl; 19131 iccres.
Notes:
1. 'Phis Exhibit may be replaced by a legal descriPtion from tlic land survey of die Pcernises cncumbcrcng i-hc lease area and ingress and egress only
once it is received by Lessee.
7~ssor IruLrals
Wes tem "Cower LLC - Initials (~:Yq
Exhibit A to Order 2013-045
Page 23
»aBn B
DESOUPTION OF PREMI=]
to the AjFrcement- dated T]ecGnl ~ _ _r 2003, by and between La Pine Special Sewer llistrict , as Lessor, and Westem I-owes LLC, a
t~ashixtgtan linutcd liability company
The pxern;sts ace described and/or depicted as follows:
rpllc raai
Reed Road
That Portion of the :SM1/4 of Section 11, Township 22 South, Range 10 East of the Willamette Meridian,
Dewhutes County, Oregon, do-sorbed as follows:
13efirming at the Southeast corner of said SE 1/4; thence N$8° 35' 11"W, along the south fine of said SE 1/4,
a distance of 286,21 foot; thence NO) 024'49'T- 91.12 feet to the TRUE POINT OF BE-GINNWG; thence
N88°41'15" 100.00 feet; thence NO1°I8'4S"E 100.00 feet; thence S88041'15"E 100.00 feet; thence
SO1 °1$'45"W 100.00 feet to the lltUE P0WF OF BEGTNNING: Containing 10,000 square feet.
Nev;rs:
1. This Emfvbit wary be replaced by a land survey of the Prcrnises once it is received by U-tsee_
2. Setback of the Premises from thr. Property's boundaries shall be the distance required by the 2ppbcable governmental authorises.
31 Width of access road shall be the width required by the apl7licable governmental authorities, including police and lire departments.
Page 8
Exhibit A to Order 2013-045
Page 24
MUM C
Return Address:
Western Tower LI.C
2715 L. 31" Ave,
Suite 13
Spokane, WA 99223
MEMORANDUM OF SITE GROUND LEASE AGREEMENT
Document Title..:
1.. Memorandum of Site. Ground Lease Agreement
Reforexice Nimiber(s) ofAocumeats assigoed or r~eleascd: None
Grantor(s) (Last nan-,e first, then tint n;une and initials):
1. La pine Special Scwer District
2. n/a
Grandee:
1. Westerii'1"ower 11..C, a Washington limited. liability company
T-A:gal description (abbreviated i.e. lot, block, plat or section, township, range)
Township 22 Sciurh, Range 10 Fast; Section 11, Tax Lot 107
gull legal is rani pages W of document.
Asscssor's Property Tax Parcel Number
R 221000 00 00107
- S
This Mcmon ndurn of Agrecment is entered into on this day of November, 2003 by l aPine Special Sower District, (hcreirtaftcr
referred to as " ss-Qt') and Western'f'owet, a Washincn' oq limited liability company (hereinafter referred to as
1. LCSBOr and l..essee Mitered into a Site Ground Lease Agncrnt'rnt CL1 re. •tn m on the . day of 7]ecembev 2003, for any purpose or
activity related to or c auznectc cl with the provision of Communication services,.iruluding, but not limited to, the erection, maintenance and operation
or tdccornrtu,nication facilities, of installinf;, opcraring Arid maintaining a radio communications fa.ality aril other improveme=nts- See the
Afneejn,ent for particulars of all of the terfas and cor+ditioas of the A.greemcnt which are hcreby inadc a part heteof as though fully and completely
herein set out in full-
2. The tean of the Agreement. (the "li-itiai Term") is for Five (5) years commencing., not later than twelve (12) months from full execution of
the.Al,'reement or the start of co,istructioo, whichever first ocLurs ("Commencement Date'), and terminating on the fifth (5t') anniversary of the
C:onu-rieuceunent Datr The term of the Agreement will be automatically renewed for five (5) adclitior-W terms (each a "Renewal Tenn') of Five (5)
years each, unless Lessee provides Lessor notice of intention not to renew not less than 90 days prior to the expiration of tbz Initial Tom or any
Renewal `t'erm,
3. 'Dic real property ("Property's which is the subject of the Agreenicnt is dcscribed as follows:
Township 22 South, Range 10 East, Section 11, Tax Lot, 107
Tlx, portion of the Property being )eased to Lessee (the "PrrrniscTs'~ is described as follows:
A Portion of Township 22 South, 17ango 10 East, Section 11, Tax Lox 107
4, L(=ssor has grarntecl to Lessee, if required by Lessee, e:uenient,; ac=ross the Prrq)crty (1?3SetTtt:tlls'~. Such E2semrnt% al)all encompass that
asea of the Proptify, thr, width and length of whic=h sliall be sufficient for die construction of Lessee Facilities, as that term is clefined in the
Agmemenc. The riOit of access to the Easements includes the right by I.xssee to clear any underbrush or vegetation adjacent to the Easements
wliich may block access to the ERSCn]CntS.
Exhibit A to Order 2013-045
Page 25
5. 'I'N,, Easerrients 'ranted in the Agreement run with die Property and arc appurtenant to and for the benefit of the Premises and are
caterrninous with the Agreement- Lessor may not use nor permit its employees, agents, successors, assigns, or future lessees to use the Property in
;ury manner.vhi4h iriterfcr(s with Lessee's use of the Eascsncnts. 11)e benefits and obligations of the Easements are covenants running with the
Property and inure to and arc bindingupon the successors, assigns and heirs of the parties.
6. This Memorandum of Site Ground Uase Agreement is prcpared for the purpose of recordation and it in
noway mod lies the Agteernei)t,
IN MIMSS WI'I1.M-01F, the parties have executed this Memorandum of Agrccrnent as of the date first set forth above.
LESSOR:
La Pine Special Sever Mstrict
By:
Marne:
Title:
,Gate:
LESSEE:
Western. Tower LLC
A Washington Limited Liability Company
BY
Naum _Rod Michaelis
Tide Ma.ttagrr T
Date:
10
Exhibit A to Order 2013-045
Page 26
REVIEWED
LEGAI C UNNSEL
For Recording Purposes Only
INTERGOVERNMENTAL AGREEMENT BETWEEN
LA PINE SPECIAL SEWER DISTRICT and DESCHUTES COUNTY
For COLLECTION of SYSTEM DEVELOPMENT CHARGES
Contract No. 2003.496
This agreement is made and entered into by and between Deschutes County, a political subdivision of
the State of Oregon, hereinafter referred to as "County", and La Pine Special Sewer District,
hereinafter referred to as "District",
WITNESSETH:
WHEREAS, pursuant to District Ordinance No. 01-4, the District imposes system development
charges ("SDC")for capital improvements for sewer facilities on certain development in areas under
jurisdiction of Deschutes County; and
WHEREAS, such charges are required to be paid to the District by property owners upon obtaining
building or development permits as provided in the above ordinance; and
WHEREAS, the County issues building permits in areas within the District and is therefore
administratively best able to collect such charges in such areas; and
WHEREAS, ORS 190.003 to 190.110 authorize Deschutes and District to enter into an
intergovernmental Agreement for the performance of any and all functions and activities that a party to
the Agreement has the authority to perform; and
WHEREAS, both Deschutes and District find it beneficial to enter into this Agreement in order to allow
Deschutes to provide SDC: collection services to District;
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, it is
mutually agreed as follows:
EFFECTIVE DATE/DURATION
1.1. This Agreement Is effective upon signing by both parties. This Agreement shall
automatically renew each July 1 thereafter unless sooner terminated as provided
pursuant to Section 2 of this Agreement.
2. TERMINATION
2.1. This Agreement may be terminated by either party upon 30 days written notice to the
other party. 't'ermination under this section shall not affect any obligations or liabilities
accrued prior to the effective date of termination.
Page 1 of 4 .W Intergovernmental Agreement Between La Pine Sewer District and Deschutes County
Contract No. 2003 - 495
Exhibit A to Order 2013-045
Page 27
3. PURPOSE=
3.1. The purpose of this Agreement is to facilitate and coordinate the collection of system
development charges for La Pine. Special Sewer District imposed by the District
pursuant to District Ordinance No. 01-4.
4. STATEMENT OF WORK
4.1 Deschutes agrees to;
41.1 Collect system development charges for sewer for the benefit of the District as
imposed by District Ordinance No. 01-4, for single family dwellings only, as
adopted and as may be amended pursuant to that Ordinance, It Is agreed that
said funds at all times belong to the District,
4,1,2 Not collect system development charges for sewer for any development other
than single family dwellings.
4,1.3 For development not qualified as "single family dwelling", require the property
owner to show proof that they have satisfied system development charge
requirements directly with the District.
4JA Account for all such funds collected separately from other funds received and
shall implement tracking systems to track such funds from receipt until transfer
to the District.
4.1.5 Disburse said funds to the District once each month in the ordinary course of
accounts payable disbursements and shall provide the District with monthly
documentation demonstrating the source and amount of each collection,
42 District agrees to;
4.21 Expend collected and transferred sewer system development charge funds only
as permitted under District Ordinance No, 01-4 and ORS 223.310.
4.2.1 Process and pay any refunds,
5. CONSIDERATION
5,1 District shall pay County in the amount of $16.50 for each SDC collected by the County
on behalf of the District as an administrative fee for collection.
5,2 In lieu of payment from District, County may deduct the administrative fee from the
monthly payment to District.
6. ASSIGNMENT
6.1 Neither this Agreement nor any of the rights granted by this Agreement may be
assigned or transferred by either party except that County may assign any agreements
for installment payments of sewer SDCs previously entered into by County and District,
Page 2 of 4 Intergovernmental Agreement Between La Pine Sewer District and Deschutes County
Contract No. 2003 - 495
Exhibit A to Order 2013-045
Page 28
7. BINDING EFFECT
7,1 The terms of this Agreement shall be binding upon and inure to the benefit of each of
the parties and each of their respective administrators, agents, representatives,
successors and assigns.
8. AGENCY AND PARTNERSHIP
8.1 It is agreed that District has adopted a system development charge for sewer facilities
solely for the benefit of District and that the County shall collect such system
development charge funds as an agent of the District.
8.2 Neither party is, by virtue of this Agreement, a partner or joint venturing with the other
party and neither party shall have any obligation with respect to the other party's debts
or liabilities of whatever kind or nature.
9. INDEMNIFICATION
9.1 District agrees to indemnify, save harmless and defend the County, its officers, agents,
and employees from and against all claims, suits, actions, damages, costs, losses and
expenses in any manner resulting from or arising out of any claim that the system
development charge funds transferred to District, were misspent or collected in
violation of ORS 223.314.
9,2 Such indemnity shall extend to any and all claims concerning sewer SDCS Imposed by
the County under Resolution No, 97-104 as well as to SDCs collected by County as an
agent of the District under this agreement,
10. No WAIVEk OF CLAIMS
10.1 The failure by any party to enforce any provision of this Agreement shall not constitute
a waiver by that party of that provision or of any other provision of this Agreement,
11. SEVERABILITY
11.1 Should any provision or provisions of this Agreement be construed by a court of
competent jurisdiction to be void, invalid or unenforceable, such construction shall
affect only the provision or provisions so construed, and shall not affect, impair or
invalidate any of the other provislons of this Agreement which shall remain in full force
and effect.
12. HEADINGS
12,1 The headings of this Agreement are for convenience only and shall not be used to
construe or interpret any provisions of this Agreement,
13. INCORPORATION OF RECITALS
131 The recitals set forth above are hereby incorporated into and made a part of this
Agreement.
Page 3 of 4 Intergovernmental Agreement Between La Pine Sewer District and Deschutes County
Contract No. 2003 - 498
Exhibit A to Order 2013-045
Page 29
14. APPLICABLE LAW
141 This Agreement shall be governed by and interpreted in accordance with the taws of
the State of Oregon.
15. ENTIRE AGREEMENT
15.1 This Agreement constitutes the entire Agreement between the parties concerning the
subject matter hereof, and supersedes any and all prior or contemporaneous
agreements or understandings between the parties, if any, whether written or oral,
concerning the subject matter of this Agreement which are not fully expressed herein.
This Agreement may not be modified or amended except by a writing signed by both
parties.
r( '
Dated this of )T, 2003
ATTEST; ( 1l,,
Recording Secretary
Dated this6~of 404)rAZA/)/;-2003
ATTEST, L
Reoording ecretary
BOARD O~'r OUNTY COMMISSIONERS
DE NIS R, LUKE, CHA R
TOM DEWOLF, COMMISSIONER
l
r
VICHAEL M. DALY, C f MISSIdNER
LA PINE. PECIAL SEWER DISTRICT
Page 4 of 4 - Intergovernmental Agreement Between La Pine Sewer District and Deschutes County
Contract No, 2003 - 495
Exhibit A to Order 2013-045
Page 30
RtV ED
LEGAL COUNSEL
INTERGOVERNMENTAL AGREEMENT BETWEEN
.LA PINE SPECIAL SEINER .DISTRICT and DESCHUTES COUNTY
FOR EXTENSION OF SEWER TO THE NEW13ERRY NEIGHBORHOOD
Contract No. 2004-002
The LaPine Special Sewer District of Deschutes County, Oregon (the "District") and Deschutes
County, Oregon (the 'County'.) agree as follows:
1. RECITALS:
The parties recite:
11, M3 190.003 to 190.110 authorize the : County and the District to enter Into an
intergovernmental agreement for the performance:of any and all functions and activities that a
party to the agreement has the authority to perform;
1,2. The County owns approximately 518 acres north of the La Pine Urban Unincorporated
Community that Is to be developed as part of tho' County's Transferable Development Credit
program and this property is formally known as the Newberry Neighborhood.
1,3. The County's Comprehensive Plan Zoning Code provisions for the Newberry Neighborhood
call for the area to be developed as four separate neighborhoods with four Aevelopment
quadrants in each neighborhood.
1.4, On August 2003; the County entered into a contract with Pahllsch Homes Development, Inc,
("Pahllsch Homes") whereby Pahlisch Homes would purchase from the County and develop
the land In the first quadrant ("Quadrant 2c") In accordance with the Countys Intent for the
Newberry Neighborhood,
1,5. As the part of the sales agreement with Pahlisch Homes; the. County agreed to provide the
necessary public sewer facilities and connections for Quadrant 2c. development, which
consists of approximately 32.41 acres and includes connections for approximately 107 EDUs.
1.6. The cost of enlarging the District's sewer facilities to accommodate a.portlon of the Newberry
Neighborhood was In part funded by a Federal Grant from the United States Environmental
Protection Agency ("EPA") of approximately $433,700, awarded to the County, which funds
have been appropriated, but not yet.been received.
Page 1 of 8 intergovernmental Agreement Between La Pino Sewer District and Deschutes County
Contract No, 2004092 (03/10/04)
Exhibit A to Order 2013-045
Page 31
1.7. On August 28, 2002, the County and the District executed an Intergovernmontal Agreement,
Deschutes County Agreement No. 2002-302 ("IGA 2002-302") in which the County would pay
the District for providing sewer facilities and services for the first 300.EDUs in the Newberry
Neighborhood although the area is outside the District's boundaries.
1.8. One of the tasks In IGA 2002-302 undertaken by the County was the completion, of a Septage
Management and Effluent Irrigation Plan ("the Plan").
1,9. The Plan, prepared by HGE, Inc., the engineering firm hired by the County, determined that a
sewer system extension to -the Newberry Neighborhood could, accommodate the entire
neighborhood, ostimated to encompass..approxlmateiy 1700 EDUs, for a lesser dollar amount
per EDU than had been estimated under iGA 2002-302 but for a higher total cost,
1.10. According to the Plan, the estimated total cost to accommodate the extension of sewer service
to the entire Newberry Neighborhood Is $ 1,564,050.
1.11. The County desires to aid the District in constructing the increased sewer capacity for the
Newberry Neighborhood through the transfer of the Federal Grant funds (conditioned upon
District's acceptance of grant obligations) acid through a County Loan to the District of
approximately $1,130,350.
1,12. Under IGA 2002-302, Responsibilities 3. a., c., and h. have been completed and the parties
desire to delete.the remaining Responsibilities and replace them with those In this IGA. .
1.13. On or about Docomber 1, 2003, the County and the District, entered into an Intergovernmental
Agreement, County Contract No. 2003-495 ("IGA 2003-05"), in which the County agreed to
collect all SDCs Imposed on single-family dwellings for the District for a_ fee of $18.00 per
EDU.
1.14. Roth the County and the District find It beneficial to enter Into this IGA in order to allow the
District to provide sewer facilities and services to the Newberry Neighborhood.
1.15. . On November 12, 2003 the Deschutes County Board of County Commissioners approved the
Newberry Neighborhood's annexation to the District conditioned upon the signing of this IGA:
providing for sewer facilities and services to the Newberry Neighborhood;
2. EFFECTIVE DATEXURATiON
This Intergovemmental Agreement (the "IGA") takes effect when it Is signed by the County and the
District. Except as provided In Sections 6.1 end 7, this IGA will terminate only after both partles:have
fulfilled their obligations under this IGA.
3. FUNDING,
3.1. Grant. The County will transfer its EPA grant of approximately $433,700•(the `Grant") to the
District. The District will use those funds to construct and complete the Project described In
Section 4 of this iGA (the "Project"). 'The County will transfer the Grant funds to the District
when;
Page 2 of 8 - intergovernmental Agreement Between La Pine Sewer District and Deschutes County
Contract No. 2004--092 (03/10/04)
Exhibit A to Order 2013-045
Page 32
3. 1J. The District has obtained all necessary permits for the Project;
3.1.2. The District has received construction 'bids that are reasonably acceptable to the
County and Indlcate that Project can be completed with funds available to the District;
3.1,3, The District agrees in writing with the County that the District will comply with the
Environmental Protection Agenoy's Grant requirements; and,
3.1.4. The County, and the District obtain any required federal or state approvals for the
transfer of the Grant funds.
3.2, Loan.
321. promptly after the Grant funds are transferred to the District, the County will loan the
District up to. $1,130,350 to pay for costs of the Project. This loan (the "Loan') will bear
Interest at 4.50% percent per annum, compounded annually. The County will advance
Loan fonds to the District upon recelpt of written requests from the District's engineer.
Each request shall state. that the amounts requested are reasonably required to pay
Project costs that are due within fourteen business days after the request Is-filed with
the County
3.2,2. The first $354,845 of the Loan made to the District under Section 3.2 shall constitute .
matching funds for the Grant, and shall be.spent by the. District In compliance with the
requirements of the Grant;
:323. -The District will be obligated to repay the Loan only from systems development
charges Imposed by the District In the Newberry Neighborhood ("SDCs").
(a) The County will;
(1) collect all SDCs on single-family dwellings until the Loan is repaid;
(11) be entitled to keep a collection fee equal to $10.00 for each single-family
dwelling ("SDC"); and,
(iii) will apply the remaining . SDC revenues, and any SDC revenues
received from the District pursuant to Section 3.2,$(d) and (e), to pay the
Loan and the District as provided In this IGA.
(b) The District shall:
(1) notify ttte County promptly when It collects any SDC revenues that are
not for single-family dwellings; and,
(II) shall transmit all SDC revenues It collects to the County, until the Loan:
Is paid In full.
(c) The County Is only obligated to apply SDC revenue to repay the Loan.
(1) The District may, upon prior written consent of the County, reduce the
amount of any SDCs it currently imposes so long as all appropriate
statutory and local procedures are followed.
Page 3 of 8 - intergovernmental Agreement Between La Pine Sewer District and Deschutes County
Contract No. 2004-092 (03/10/04)
Exhibit A to Order 2013-045
Page 33
(ii) Except to the extent required by changes in Oregon law, the District will
not delay the time for payment of the SDCs or "amend Its SDC ordinance
in any other way that might limit the District's ability to repay'County or
otherwise jeopardize the District's obligations under this IGA.
(ill) The District will vigorously defend any proceeding'to reduce its SDC
charges,
(►v) Pursuant to ORS 288.694 the District hereby pledges all SDC revenues
for the benefit of the-County to pay the Loan.; The District shall.-not grant
'any liens or pledges of its SDC revenues which are equal or superior to
the lien of the pledge'granted to the: County In this subsection.
(d) For the SDCs for the first 300 IDUs: of development In the Newberry
Neighborhood, the District will discount the SDC rate charged to the County by
$1445,67 por,EQU. This represents the total Grant amount divided by the 300
EDUs. The County will apply the balance of those SDCs, minus if applicable, to
pay the Loan,
(e) All SDC payments after the first 300 EOUs will be applled by the County to pay
the Loan, until the Loan is paid in,full, All SDC payments after.the'Loan Is paid
in full will be paid to the District.
(f) if the District Is not in default, the obligation of the District to pay the Loan will
terminate in fifty.years, even If the Loan 1s not fully paid.:
3.3. The County shall pay or reimburse the District for all costs relating to constr. ction of the pump
station described in the "La Pine Special Sewer Distdot Contract Documents for the
Construction of the Wastewater Treatment Plant Improvements and Wastewater Pump
Station" by HGE Inc, which 'Is dated June 2003 (the "Construction Documents", up to a
maximum of $117,500. The County may require the District to provide documents reasonably
demonstrating that the District paid the costs for which relmbursement Is requested, and that
the costs were paid for the pump station as described In the Construction Documents.
M. Costs. The District will pay for the CoOnty's costs of special financial counsel to prepare thls
IGA, up to a maximum fee of $15,000. The District may pay these costs from Loan proceeds,
4. THE PROJECT.
The District will construot the wastewater treatment plant improvements and all pipes necessary to.
serve the wastewater pump station (the "Project") as described in 'the January . 2003 contract
documents prepared by HGE Inc. for Project #03,17 ("Construction Documents"). The District shall
not change the Project In anyway that would materially affect the ability of the District to serve the
Newberry Neighborhood, delay the. completion date, or serve the Newberry Neighborhood in
compliance with the law and prudent utility practice unless the District first obtains the written approval
of the County. The County shall construct the pump station necessary to serve Quadrant 2 in the
Newberry Neighborhood,
4.1.. The District will hire HG E, inc. as the contract administrator for the Project in compliance with
the District's public contracting rules governing personal service contracts.
4.2. The County will be entitled to review and approve all contract administrator and- construction
contracts for the Project.
Page 4 of 3 - Intergovernmental Agreement Between La Pine Sewer District and Deschutes County
Contract No. 2004--092 (03110104)
Exhibit A to Order 2013-045
Page 34
4.3, The District will use its best efforts to complete the Project by January 1, 2005, and will
substantially complete the Project so that it Is capable of providing service no later than May 1,
20p5,
4,4, The District will provide sewerage service to Quadrant 2c by July 1, 2004, and will maintain
this service as long as the District remains in operation,
4.5. The District shall provide sewer services to the New Neighborhood at the location Identified In
the Construction Documents.
4.6. if the costs-of the Project exceed the amount of the Grant and the Loan,'the District will pay the
costs of completing. the Project from'lts own revenues.
4.7, The District will maintaln and reserve sufficient treatment capacity to serve the Newberry
Neighborhood as that neighborhood develops, and will, at the District's expense, provide any
additional treatment rapacity that Is required to allow the District to. serve the Newberry
Neighborhood and the District's other customers.
5. The Pump Station.
5.1. The District will construct the wastewater pump station Identified In the document entitled "La
Pine Special Sewer District Contract Documents for the Construction of the Wastewater
Treatment Plant Improvements and Wastewater Pump Station" dated June 30, 2003 and will
take ownership of the pump station.
5.2, ..-Those contract documents shall be amended to require that the costs of the wastewater pump
station be separated in the bids,
5,3, The District shall. complete the pump station, no later than the completion of the Project
pursuant to Paragraph 4.3,
6. Default.
6A . if the County fails to provide the Grant funds described In Section 3.1 or the Loan funds
described In Section 3.2, this IGA will terminate and the District and the County will be
released from their obligations under this IGA.
6,2, IfAhe District fails to comply with Its material obligations-under this IGA, and does not cure the
failure within thirty (30) days after the County notifies the District In writing,and demands that
the failure be cured, the County may exercise all or any of the following remedies;
6.2.1. The County may sue the District for damages.
6,22 The County may seek Injunctive relief,
6,2,3, The County may increase the Interest rate on the Loan to an annual rate of Slx and
Fifty Hundredths percent (6,50%), effective beginning on the date of the District's
failure,
6.2.4.' The County may require the District to pay the Loan from other District revenues. If the
County requires this remedy, the district shall repay the unpaid principal amount of the
Loan in substantially equal semiannual Installments sufficient to amortize the unpaid
Page 5 of 8 - Intergovernmental Agreement Between La Pine Sewer District and Deschutes County
Contract No. 2004--092 (03/1 OM)
Exhibit A to Order 2013-045
Page 35
principal amount of the Loan, with interest at an annual rate of Six and Fifty
Hundredths percent (6,50%) over twenty years,
625. The County may complete the Project and charge the District forlts costs, which the
District shall pay on demand.
6.3. Exercise of any remedy granted to a party In this IGA shall not preclude that party from
exercising any other remedy,
7. TERMINATION
71. The IGA 2002-302 between the parties, bounty Contract No, 2002-302, dated August 28,
2003 Is hereby terminated by mutual consent of the parties,
7,2. The Parties may terminate this IGA at any time, but only by a written agreement that Is
specifically approved.by the governing body of each party,
7.3. This IGA shall terminate on October 1, 2004 unless, the transfers described in Section 3,1 and
3.2 have been made to the District by that date.
7.4. Except as provided in Section 3.2,3(f), this IGA may not otherwise be terminated until the Loan
described In Section 3,2 has been paid in full, and the District has paid any other amounts this
IGA requires it to pay to the County.
8. INDEMNIFICATION.
81. To the extent permitted by Article XI, section 10, of the Oregon Constitution and the Oregon
Tort Claims Act, ORS 30.260 through 30,300, County shall defend, save, hold harmless and
Indemnify the DIStdot and its.,offlcers, employees and agents from and against alf claims, suits,
actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising
out of, or relating to the activities of County or its offloars, employees, contractors, or agents
under this Contract,
8.2. .To the extent permitted by Article XI, Section 10, of the Oregon Constttution and the Oregon
Tort Claims Act, ORS 30,260 through 30.300, the District shall defend, save, hold harmless
and indemnify the County and Its officers, employees and agents from and against all claims,
suits, actions, losses, damages, Ifebilitfes costs and expenses. of any nature 'resulting from or
arising out of,,, or relating to the activities of -the.District or its officers, employees, contractors,
or agents. under. this IGA,
8.3, The District shall Include a provision in the contract with all construction contractors for the
sewer facilities for the Newberry Noighborhood the following:
To the fullost extent authorized by law Contractor shat( defend, save, hold
harmless and Indemnify the County and its officers, employees and
agents from and against all claims, suits, actions, losses, damages,
Iiabilities costs and expenses of any nature resulting from or arising'out
of, or relating to the activities of Contraotor' or its officers, employees,
contractors, or agents under this Contract.
Page 6 of a - Intergovernmental Agreernent Betweon l.a Pine Sewer District and Deschutes County
Contract No. 2004-092 (03110/04)
Exhibit A to Order 2013-045
Page 36
9. MISCELLANEOUS
9.1, Assignment. Neither this iGA nor any of the rights granted by this IGA may be assigned or
transferred by either party except that County may assign any agreements for installment
payments of sewer SDCs previously entered Into by County and District.
9,2, Binding Effect, The terms of this IGA shall be binding upon and Inure to the benefit of each'of
the parties and each.of their respective administrators, agents, representatives, successors
and assigns.
9,3. Agency And Partnership. Neither party is,. by virtue of this IGA, a ,partner nor joint venturer
with the other party and neither party shall have any obligation with respect to the other party's
debts or liabilities of whatever kind or nature.
9.4, Requirements Of Funding Source And Federal And State Laws, Statutes, Rules, Regulations,
Executive Orders And Policies. Additionally, any requirements, conditions or limitations arising
under the terms of any grant funding source or required pursuant to any Federal. or State law,
statute, rule, regulation, executive order or policy that are appllcable.to this -IGA shall apply to
this IGA and the Project. The restrictions currently known to the parties (other than the 'Grant
Agreement, which is not yet available) are attached as Exhibit A,
9,6. No Waiver Of Claims, The failure by any party to enforce any provision of this IGA'shall not
constitute a waiver by that party of that provision or of any other provision of this IGA.
9.6, Severabllity. Should any provision or provisions of this IGA be construed .lay a court of
competent jurisdlction to be void, invalid or unenforceable, such construction shall affect only
the ' provision or. provisions so construed, and shall not affect, Impair or Invalidate any of the
other provisions of this iGA which shall remain In full force and effect,
9,7, Headings. The headings of this IGA are for convenience only-and shall not be used to
construe or interpret any provisions of this IGA,
9.8. Applicable Law, This IGA shall be governed by and interpreted In accordance with the laws of
the State of Oregon,
9.9, Entire Agreement, This IGA constitutes the entire Agreement, between the parties concerning
the subject matter hereof, and supersedes any and all prior or contemporaneous agreements
or understandings between the parties, if any, whether written or oral, concerning the subject
matter of this IGA which are not fully expressed herein, This IGA may not be modified or
amended except by a writing signed by both parties,
Dated thls l J f arc,? 2W4 BOARD OF COUNTY COMMISSIONERS
MICHAEL M,,DALY,' CHAD
TO DE LF, COM IONS
ATTEST,
Recording Secrete NNIS R. LUKE, COMMISSIO
Page 7 of 8 - intergovernmental Agreement Between La Wine Sewer District and Deschutes County
Contract No. 2004-092 (03/10/04)
Exhibit A to Order 2013-045
Page 3-7
tAaL-,,L, 2004 to PINE SPECIAL SEWER DISTRICT
Dated this ,
4
ATTEST-.
y~eee,/ci/ ~ ecreta
page 8 of 6 Intergovernmental Agreement Between La Pine Sewer District and Deschutes County
Contract No. 2004482 (03/10/04)
Exhibit A to Order 2013-045
Page 38
APPENDIX A
A, Transactfq
43~ 3.000 Federal grant for sewer system--to be passed through to District upon
receipt by County, No repayment required, although matching funds to be documented.
This payment will be a credit against both SDC's paid for the first 300 units of the
New Neighborhood and the amount repaid by the District to the County--see calculations
below.
S. Transaction 2
$1,130,350 loan
C, District loan Repayment
Calculation, $1,627,500 Total Project Cost
loss ($63,450) Construction Funded by District
less f-1133,700) Federal Grant
Not: $1,130,350
To commence upon execution of IGA
No guaranteed timeline for repayment
4.5%n annual interest to be charged on unpaid balance remaining
County or developer to pay full $3,810 SDC's to District for each house within Newberry Neighborhood
Exception for first 300 units:
300 * $3,810 = $1,143,000
$1,143,000 - $433,700 = $709,300
$709,3001300 = $2,364
$2,364 = SDC's paid for first 300 units
Will require approximately 475-625 EDU hook-ups to fund repayment, depending
on construction volume over time.
rn >le_F3ay~lr~nt Schedules,
SIDO's-0 ?.3..QA
2003-04
$1,130,350
$0
75
$177,300
$953,050
2004-05
$553,050
$42867
75
$177,300
_J818,637
2005.06
$816,637
$31839
75
$177,300
$678,176
_
2006-07
$678,176
$30,518
75
$177,300
$631,394
8Q Q's I@ 810
2007-0 S
$531 394
$23 913
75
$2$5 750
269 557
2008-09
$269,557
$12,130
75
285,750
($063)
Development Volume 75 EDU's Per Year
Yea' 1 ~1LHt E[7t1s eDr:Pri j:
qq.
Note: The Now Neighborhood will generate an additional $4,762,500 In SDC's beyond
the loan repayment.
6 years
Exhibit A to Order 2013-045
Page 39
2003-04
$1,130,350
$0
60
$118,200
$1012150
2004-05
$1,012,160
$45,547
50
$118,200
$939,407
2005-06
$939,497
$42,277
50
$118,200
863,574
2006-07
$863574
$38.861
50
$118,200
$784,235
2007-08
$784,235
$35,291
50
1118,200
$701,326
2008-09
$701,326
$31560
50
$118,200
$614,685
SDC' 0
2009-10
$614,685
$27,661
50
$190 500
_$451,8413
2010-11
$461,846
0.333
5q
$190 5Q0
$281,679
2011-12
$281 679
#
2,676
50
190 500
$103,855
2012 13
$103 855
,673
29
$11p 49p
$1 962
govelopment YaIumo: 50 EDU's Per Year
gar Rrinnl g`: a ED P me l 1
Note: The New Neighborhood will generate an additional $4,652,010 in 5DC's beyond
tho loan repayment.
4
2003-04
$1 130,350
$0 _
25
$69,100
_$1,071,260
2004.05
$1,071,250
$48,206
25
$59,100
$1 06.01366
2005.06
$1,060,356
$47,716
25
$59,100
$1,048,972
2006.07
$1,048,9 72
47 204
25
$59,100
$1,037,076
2007-08
$1,037,076
$46,668
25
$59,100
$1,024,644
2005-09
$1,024,644
$46 ,109
26
$59,100
$1,011 653
2009-10
$1,011,653
$46,524
25
59,100
1998,078
2010-11
$998,078
$44 914
25
$59,100
$983,891
2011-12
_
$983,891
$44,275
25
$59110D
$069,066
2012-13
9B9 OB6
$43,608
25
$59,100
$953,674
2013-14
$953 574
$42,911
25
$59,100
$937,385
2014-15
$937,385
$42,182
25
$59,100
$920,468
SDC 3 a
D
2015-16
$920,468
$41,421
25
$95,260
$866.639
2016-17
$866,639
$38,999
25
$95,250
$8`10,387
2017-
810,367 367
$36,467
25
$95,250
$751,605
.
2018-19
$751,605
$33,822
25
$65L250
$090 177'
2019-20
$690,177
$31,058
26
$95,250
$626,985
2020-21
626,985
$28169
25
$95,250
$558,904
2021-22
$558,904
$25151
25
$95,250
$488805
2022-23
$488,805
$21,996
25
$95,250
1415,551
2023-24
$415,551 M
$18,700
25
$95,250
$339,001
2024-25
1339,001
$16,255
25
$95250
$259,006
2025-28
$259,006
$11,655
25
$95250
$176,411
2026-27
$175411
$7,894
25
-
$951260-
$88,055
2027-28
$88,055
$3,962
25
$95 250
($3,233).
10 years
Development olgliwi 266 EDU's Per Year
tlnnl at : red ED rn t ai` a
ya~
Nate: The New Neighborhood will generate an additional $4,095,750 in SDC's beyond
the loan repayment.
25 years
Exhibit A to Order 2013-045
Page 40
RPV1EWEn
LCGAL C BL
AFTER RECORDING RETURN TO:
TAMMY CREDICOTT
PROPERTY MANAGEMENT
1130 NW HARRIMAN ST.
BEND, OR 97701
DESCHUTES COUNTY OFFICIAL RECORDS
NANCY BLANKENSHIP, COUNTY CLERK
III I I AIJ111I1iIlllllllllll $56,00
® e 04/26/2004 08:29:04 API
D-EAS Cntal Stnall JEFF
$30.00 1e11.00 $10.00 $5.00
For Recording Srainp Only
EASEMENT
DESCHUTES COTINI"Y, a political subdivision of the State of Oregon, Grantor, grants to La Pirtc
Special Sewer I]istriet,, an Oregon quasi-municipal corporation, Grantee, its successors and assigns, a non-
exclusive easement for constructing, operating, maintaining, repairing and reconstructing an underground
utilities, upon, over, under, across and through the real property described in fsxhibit "A," attached and by
this reference incorporated herein.
This casement is granted on the following terms and conditions:
SfQXE. This casement shall be limited to the legal description described herein. Grantee may use
file Easement for constructing, operating, maintaining, repairing and reconstructing Grantee's
underground utilities. Grantee shall restore or maintain the surface of the ground to grade after
engaging in any activity in the Easement at-ca. After Grantee disturbs the surface of the ground for
any reason, Grantee shall remove any excavated rocks, restore the topsoil at the surface of the
ground to its former condition, and immediately repair or replace, to the satisfaction of Grantor, at
Grantee's cost, any base pavement, curbs, landscaping, irrigation systems, utilities, lawn and/or or
other improvements disturbed or damaged by Grantee in exercising any rights with the easement
area, If Grantee disturbs or damages any improvements, facilities or landscaping outside the
easement area, Grantee shall immediately repair or replace, at Grantee's expense, such damaged or
disturbed improvements, facilities and/or landscaping.
LOCATION. 'The centerline of said easement shall be located on the Real Property as determined
by Grantee's surveyor at Grantee's cost, as reviewed by the Grantor.
3. GRANTOR'S.RiGIITS, Grantor shall have the right to use the land subject to this casement so
long as Grantor's use does not interfere with this easement; provided that Grantor shall not place
any structure upon the casement without the prior written consent of Grantee. Grantee shall not
unreasonably withhold consent under this paragraph.
RELOCATION. LJpon request of Grantor, Grantee, its successors and assigns agree to promptly
retnovc, relocate, or reconstruct any and all utility facilities constructed or maintained within or
upon file easement area in a manner acceptable to Grantor in the event that Grantor gives written
notice of Grantor's intent to construct, re-align, reconfigure or expand public roads or right of ways
upon or affecting the easement area. All costs, expenses or charges attributable to the removal,
relocation or reconstruction of any said utility facilities or related facilities shall be the exclusive
obligation of'Grantee. Said obligations shall run with the land. Where feasible, Grantee may, by
means acceptable to Grantor, protect the uses within the easement area by the placement of physical
improvements to allow Grantor to construct, re-align, reconfigure or expand public roads or right of
ways within or upon the easement area. E (1 l ,ii, • I 11
Rl'ja'ig t MrRIsIYANNrl' - 1')eschutes County/LaPine Special Sewer District -Newberry Neighborhood
5, CROSSING PROTECTION, Grantor retains the right to cross the easement area with heavy
equipment, loaded dump trucks and similar equipment at locations to be determined by Grantor. It
is Grantee's duty to protect its uses within the easement area from such uses by Grantor, Grantor
may delicate any portion of the easement as public right of way and make road improvements to the
area dedicated as public right of way, all without the permission of Grantee.
QUAL I'Y OF TITLE, Said easement is granted subject to any and all prior easements or
encumbrances of record and those common and apparent upon the land.
RESTRICTIONS ON USE?. Grantee's use of the easement area shall conform to all applicable laws
and regulations ofany public authority affecting the real property, and correct at Grantee's expense
any failure of compliance created through Grantee's fault or by reason of Grantee's use of said real
property.
S. ENVIRONMRNTAL POLLUTION, The provisions of this section supplement other easement
provisions that might be applied concerningthe Grantee's obligations, responsibilities and liabilities
for environmental pollution, present and future, and for compliance with the laws, regulations or
orders of any governmental agency concerning environmental pollution, present and future, on the
premises, To the extent that the provisions of this section conflict with any such other provisions,
the provisions of this section shall control, Where terms of this section use terms that are found in
applicable state and federal environmental pollution laws, those terms shall have the samemcaning
as they have in those state and federal laws. Grantee acknowledges that Grantee has inspected and
investigated the property and otherwise informed itself on the condition of the premises and based
upon such inspection and investigation, Grantee is satisfied that the premises do not now contain
any amounts of hazardous, toxic, radioactive or other substances for which a property owner or
operator may be made liable under state or federal environmental pollution or health and safety
laws. Accordingly, Grantee agrees that as between the Grantor and Grantee, Grantee will assume
responsibility and liability as set forth below in the removal and indemnification provision for any
release or discharge of hazardous, toxic, radioactive or other dangerous substances regulated under
state or federal pollution control laws found hereafter on, in or about the premises, Grantee will not
generate, store, process or dispose of or release or discharge into the environment hazardous, toxic,
radioactive or other dangerous substances on or about the licensed premises in anyamount, norwill
Grantee allow such prohibited activities to take place on the property during the easement term,
Grantee covenants to report, contain and remove in conformance with applicable state and federal
law any releases of hazardous, toxic, radioactive or other substances regulated under state or federal
pollution control laws that are found on or in the premises during the term of this easement or any
releases of such materials found off the premises that originated from the premises during the
easement term and to be responsible for the cost of removal of such substances. Grantee agrees to
indemnify, defend and hold the County, its officers, agents and employees, hanrrless from and
against any claims, demands, causes of action or suits for damages, reimbursement or any other cost
of compliance, including, but not limited to, remedial action costs, removal costs, natural resources
damages, penalties, punitive damages, interest costs, attorney fees and damages of any kind to third
°btf'~~ ~1 Nf T Deschutes County/LaPJne Special Sewer District -Newberry Neighborhood
P~e 42
parties, arising from the discharge, release or threatened release on or in the premises of any
hazardous, toxic or radioactive substances occurring during the term of this easement or any
extension thereof. For the purposes of this section, any release of hazardous substances discovered
on the premises during the terns. of this easement shall be deemed to have occurred during periods
for which Grantee is responsible.
The obligations, responsibilities and liabilities of this section are continuing obligations,
responsibilities and liabilities and shall not be extinguished by the termination of this easement,
INDEMNITY. Grantee agrees to indemnify, defend and save harmless, Grantor, its officers, elected
officials, agents and employees from and against all claims, stilts, actions, damages, costs, losses
and expenses in any manner resulting from, arising out of, or connected with the grant of this
easement, and any activity, occurrence and release upon, within or otherwise related to this
easement. Said indemnification shall be severable and shall survive independently of any
termination of this easement.
M LAND USE PERMIT. This easement shall not constitute a land use permit or approval, nor shall
Grantee undertake or pen-nit any activity to take place within easement area in violation of local land
use ordinances or any other federal, state or local laws.
11. AS IS CONDITION. Grantee accepts the easement area in its "as is" condition, except as
specifically noted in this easement. Grantee shall at all times keep the easement area in a safe, clean
and maintained manner and acknowledge that Grantee shall have exclusive responsibility for repairs
and maintenance of the easement area.
12. PARTNERSHIP. Grantee is not by virtue of this easement a partner or joint venturer with Grantor
in connection with activities carried on under this easement, and Grantor shall have no obligation
with respect to Grantee's debts or any other liabilities of each and every nature.
13, GRANTEE NOT AN AGENT OF COUNTY. It is agreed by and between the parties that Grantee
is not carrying out a function on behalf of the Grantor, and Grantor does not have the right of
direction or control of Grantee's operation under this easement or exercise any control over the
activities of the Grantee.
14. ESTOPPEL, Grant of this easement shall not constitute an approval or validation of any other
utility facility on or adjacent to the subject real property. Nor shall Grantor be estopped from
removing at Grantee's expense, any utility facilities which are subsequently determined to encroach
upon real property of the Grantor.
15, GOVERNING LAW. This easement and the rights and obligations of the parties hereunder shall in
all respects be governed by, and construed and enforced in accordance with, the laws of the State of
Oregon.
P1 ~i4W.Pr TA1 L WT _ Deschutes County/LRPirle Special Sewer District -Newberry Neighborhood
Pa a 43
THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN
THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND
REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON
ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE
CITY OR COUNTY PLANNING DEPAR'T'MENT TO VERITY APPROVED USES AND TO
DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS
DEFINED IN ORS 30,930,
The true consideration is non-monetary, the receipt and sufficiency of which is hereby
acknowledged and that is the whole consideration.
GRANTOR:
Dated this L44- of April, 2004
ATTEST:
Recording S 'reiary
STATE OIL OREGON )
) ss,
County of Deschutes )
BOARD OF COUNTY COMMISSIONERS A 1,
MICHAEL M. DALY, AIR
TOM DEWOLF, COMMISSIONER
it
DENNIS R. LUKE, COMMISSIONER
Before me, a notary public, personally appeared MICHAEL M. DALY, TON! DEWOf7F, and DENNIS R.
LUKE-, the above-named Board of County Commissioners of Deschutes County, Oregon and acknowledged the
foregoing instrument on behalf of Deschutes County, Oregon.
DATED this E~ day of L 2004
Notary Public f Oregon
My Commission Expires: p (0
OFFICIAL SEAL
CONNIE J THOMAS
NOTARY PUBLIC-OREGON
COMMISSION NO, 380789
10MMISSION ExP R B AUG. 20 2
P ~'P ArA~'r Deschutes County/LaPine Special Sewer District -Newberry Neighborhood
Pae 44
ACCEPTANCE
Grantee accepts the terms and conditions of this Easement. In the event that the Board of County
Commissioners, the Slate of Oregon or the governing body of any City determines that said easement must
be relocated or removed, easement holder and their assigns agree to promptly remove any improvements
placed pursuant to this easement and shall assume all costs or losses associated with or resulting from
removal of improvements and utilities and shall promptly restore the real property to its original condition.
GRANTEE:
Hated this of 2004
LA PINE-RECTAL SEWER DISTRICT
A'FTEST:
Recor tng Secretary
STATE OF OREGON
County of Deschutes
ss.
1 1
Before me, a notary public, personally appeared iYa +r' N "n 4L
and acknowledged the foregoing Y-9Ve tq
instrument on behalf of La Pine Special Sewer District. ~L1O r -7 1 DATED this -Say of~~~ , 2004.
r~
ary u is for Or gon
My Commission Expires:-A2,.--.,:2 -7 --,6
I V OFFICIAL SEAL
SHERRY EVERTSON
NOTARY PUBLIC-OREGON
COMMISSION No. 3e2392
MY COMMISSION EXPIRES OCT. 27,206
page 5 of 5 - EASEMENT m Deschutes Counto,aPine Special Sewer District -Newberry Neighborhood
Exhibit A to Order 2013-045
Page 45
EXHIBIT A
TAX MAP 22-10 I TAX LOT 409
A TWENTY, (20.00) FOOT WIDE SEWERLINE AND ACCESS EASEMENT LYING TEN, (10,00)
FEET EITHER SIDE OF THE FOLLOWING DESCRIBED CENTERLINE. BEING LOCATED IN LOT 6
OF THE NEWBERRY NEIGHBORHOOD, DESCHUTES COUNTY SURVEY
REFERENCE CS# 15579,
BEGINNING AT A POINT LOCATED, NORTH A DISTANCE OF 2133.89 FEET AND EAST A
DISTANCE OF 1294,52 FEET FROM THE CENTER QUARTER CORNER OF SECTION 11,
TOWNSHIP SOUTH - RANGE 10 EAST, W.M., DESCHUTES COUNTY, OREGON; THENCE,
SOUTH 45°14'33" EAST A DISTANCE OF 70,08 FEET, MORE OR LESS TO A POINT LOCATED ON
THE WESTERLY LINE OF US HIGHWAY 97 AND THE TERMINUS POINT.
ALSO. A SEWAGE PUMP STATION SITE
BEING LOCATED IN LOT 6 OF THE NEWBERRY NEIGHBORHOOD, DESCHUTES COUNTY
SURVEY REFERENCE CS# 15579,
BEGINNING AT A POINT LOCATED, NORTH A DISTANCE OF 2180,45 FEET AND EAST A
DISTANCE OF 1270,28 FEET FROM THE CENTER QUARTER CORNER OF SECTION 11,
TOWNSHIP 22 SOUTH RANGE 10 EAST, W.M„ DESCHUTES COUNTY, OREGON: THENCE,
SOUTH 4514'34" EAST A DISTANCE OF 50.00 FEET; THENCE, SOUTH 44°4527" WEST A
DISTANCE OF 50.00 FEET; THENCE, NORTH 45°14'34" WEST A DISTANCE OF 50.00 FEET;
THENCE, ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 630.00 FEET AND A CENTRAL
ANGLE OF 4°32'55", (WHOSE LONG CHORD BEARS N 44°45'27" E, 50.00) A DISTANCE OF 50.01
FEET TO THE POINT OF BEGINNING.
CONTAINING 2,483 SQUARE FEET
t'agt1h A c-o-cA ®-S4bN'cr District Easement - Exhibit A, Legal Description
Page 46
NDESCHUTES COUNTY ANCY BLANKENSHIP,PCOUNTY CLERKOS 2Oj2
UH1JJLI~lmQ13
After recording., return to: ~/x0/~Olz 11;01;13 RM
La Pine Special Sewer District D-EIRS Cnt■1 Stn■1 BN
PO Box 2460 $15.00 $11.00 $16.00 $1000 $6,00
La Pine, OR 97739
Eor Recording_. ~Ramp C3rily-
EXCLUSIVE EASEMENT
DESCHUTES COUNTY, a political subdivision of the State of Oregon, Grantor, grants to
LA PINE SPECIAL SEWER DISTRICT, a political subdivision of the State of Oregon,
Grantee, an exclusive easement and right to use and occupy for the purposes of installing,
maintaining and operating a sewer pump station upon, over, across and through the real
property described in the attached Exhibit "A" (the "Easement Area"), which is
incorporated herein by this reference,
This Easement is granted an the following terms and conditions:
1. SCOPE, This Easement shall be limited to the legal description described herein.
Any clearing of vegetation is limited to the Easement Area, and Grantee shall comply with
local zoning requirements and restrictions of record,
2, GRANTOR'S RIGHTS. Grantor shall have the right to use the land subject to this
Easement so long as Grantor's use does not interfere with this Easement.
3, GRANTEE'S RIGHTS. Grantor further grants to Grantee the right of ingress and
egress over and across adjacent lands owned by Grantee by any practicable route to and
from the Easement Area as shall cause the least damage and inconvenience to Grantee,
4. This Easement is granted subject to any and all prior easements or encumbrances
of record.
5. Grantee and its successors covenant that they shall not generate, store, process,
dispose of, release or discharge into the environment, any hazardous, toxic, radioactive or
otherwise dangerous or regulated substance on, in or about the Easement Area,
6. Grantee herein agrees to indemnify, defend and save harmless, Grantor, its
officers, agents and employees from and against all claims, suits, actions, damages,
costs, losses and expenses in any manner resulting from, arising out of, or connected with
the grant of this Easement, or any future activity or occurrence upon, within or otherwise
related to this Easement. Said indemnification shall be severable and shall survive
independently of any termination of this Easement,
7. This Easement shall not constitute a land use permit or approval, nor shall Grantee
undertake or permit any activity to take place within Easement Area in violation of local
land use ordinances or any other federal, state or local laws.
8. Grantee accepts the Easement Area in its "as is" condition, except as specifically
DC 2012-328
Exhibit A to Order 2013-045
Page 47
noted in this Easement. Grantee shall at all times keep the Easement Area in a safe,
clean and maintained manner and acknowledge that Grantee shall have exclusive
responsibility for repairs and maintenance of the Easement Area.
9. This agreement may be executed in any number of counterparts, each of which
when executed and delivered shall constitute an original of this agreement, but all the
counterparts shall together constitute the same agreement. No counterpart shall be
effective until each party has executed at least one counterpart.
THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN
THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND
REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE
PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE
APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY
APPROVED USES AND TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST
FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930.
The true consideration for this conveyance is other value given that is the whole
consideration
GRANTOR; ~
DATED this LP s day of 2012.
BOARD OF COUNTY COMMISSIONERS
REVIE M~ED
L GAL COUNSEL
ATTEST:
Recording Secretary
State of Oregon )
ss.
County of Deschutes )
OF DESCHUTE COUNTY, OREGON
ZA0607~
ANTHONY DEBONE, Chair
ALAN UNGER, Vice Chair
4
TAMMY BANEY, Commissioner
Before me, a Notary Public, personally appeared ANTHONY DEBONE, ALAN UNGER and
the above-named Board of County Commissioners of Deschutes County,
Oregon and acknowledged the foregoing instrument on behalf of Deschutes County, Oregon.
DATED this 6"; day of 2012.
Notary Public for Oregon
My Commission Expires;
DC 2012-328
OFFICIAL SEAL,
RONNIE LEE BAKER
NOTARY PUBLIGOREQON
CCMMISSION NO.465987
MY COMMISAIO't tXPIRES FEBRUARY 23 2015
Exhibit A to Order 2013-045
Page 48
Legal Description for
The Lapine Special Sewer District
Owner! DESCHUTES COUNTY
DEED REFERENCE: Volume 2001 Page 3483
A PARCEL OF LAND LOCATED IN THE NE QUARTER OF THE NW QUARTER OF SECTION 1, TOWNSHIP 22 SOUTH
RANGE 10 EAST, W.M., DESCHUTES COUNTY, OREGON
BEGINNING AT A POINT LOCATED SOUTH 81°29'27" WEST A DISTANCE OF 261,56 FEET FROM
THE NORTH ONE-QUARTER CORNER OF SECTION 1, TOWNSHIP 22 SOUTH w RANGE 10 EAST,
W,M„ DESCHUTES COUNTY, OREGON. SAID POINT BEING LOCATED ON THE EASTERLY LINE OF
SKIDGEL ROAD, EXTENDED SOUTHERLY; THENCE, LEAVING SAID EASTERLY LINE SOUTH
64°50'01" EAST A DISTANCE OF 44.04 FEET; THENCE, SOUTH 00°26'15" WEST A DISTANCE OF
44.04 FEET TO A POINT ON THE EASTERLY LINE OF SKIDGEL ROAD, EXTENDED SOUTHERLY;
THENCE, ALONG SAID EASTERLY LINE NORTH 00°26'X5" EAST A DISTANCE OF 50.00 FEET TO THE
POINT OF BEGINNING.
Exhibit A to Order 2013-045
Paqe 49
SCHEDULE 9
List of Transferring District Employees
1. Jacob Obrist
2. Ashley Williams
SURDUpLgE 9 c~ 3
f~x-hitit A'fq i7r$dOP5 13-045
Page 50
PO Box 2460
~a Pine. OR 97739
Phone (541) 5366236
44w- Fax (541 ) 53G-$003
www lapinosewer.org
La Pine Special Sewer District
Resolution No. #12-7
Dissolution of the La Pine Special Sewer District
WHEREAS, The City of La Pine has advised that, pursuant to ORS 222.520, it will
withdraw all District property located within the City limits of the City of La Pine; and
WHEREAS, the City of La Pine and the La Pine Special Sewer District agree that if
the City withdraws the property from the District, it includes all District operational assets
as listed in ORS 222.560 and none shall remain as property of the District; and
WHEREAS, as only 2.6 uninhabited acres of the District will remain, the existing La
Pine Special Sewer District should be dissolved and succeeded by the City; and
WHEREAS, the Plan of Distribution of Assets and Liabilities is incorporated in the
Master Withdrawal and Transfer Agreement between the District and City; and
WHEREAS, after the withdrawal of territory from the District, there will remain no
qualified Directors of the District, and no qualified voters,
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the La Pine
Special Sewer District that:
Section 1. Dissolution of La Pine Special Sewer District: The Board of Directors
supports and approves the dissolution of the La Pine Special Sewer District in
accordance with dissolution procedures set forth in ORS 19$.920.
Section 2. That the Board of Directors of the District approves the Joint Master
Withdrawal and Transfer Agreement, dated June 27, 2012.
Page 1 of 2
Exhibit 8 to Order 2013-045
Page 1
IT IS FURTHER RESOLVED that this resolution shall be forwarded to the
Deschutes County Board of Commissioners for further action in accordance with ORS
198.920(3) and 198.940.
Dated this 27th day of June, 2012.
J Cl
Wayne-Kovacs, Chair
ATTEST:
William Sawders, Se reta /Treasurer
Ayes: 2~
Nays: 0
Page 2 of 2
Exhibit B to Order 2013-045
Page 2