2013-1178-Order No. 2013-044 Recorded 9/30/2013DESCHUTES COUNTY OFFICIAL RECORDS X013`1118
NANCY BLANKENSHIP, COUNTY CLERK
REVIEWED COMMISSIONERS' JOURNAL 09/30/4013 01;11;30 PM
LEGAL C UNSEL VIII VIII IIIIiII 11111111 I III
20s -ss a
BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON
ALSO ACTING AS THE BOARD OF TRUSTEES FOR THE LA PINE WATER DISTRICT
An. Order Declaring the Board of County
Commissioners to be the Board of Trustees for the * ORDER NO. 2013-044
La Pine Water .District, 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 Water 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 water 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 District's
territory under ORS 222.520, the District granted the City full right, power, and authority necessary or
appropriate to operate the water 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. 2012-8, 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 I OF 3- ORDER N0.2013-044
WHEREAS, in accordance with ORS 198.925, the Agreement included the requirements of a proposed
plan of dissolution and liquidation, but was not filed 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 1.98.940, 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, this order and Exhibits A and B provide the necessary findings required by statute to
dissolve the .District; 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, 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, including but not limited to the Loans, 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 WATER 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.
PAGE 2 OF 3- ORDER No. 2013-044
Section 4. Upon filing of the dissolution plan with the County Clerk, the District is dissolved.
Dated this0 f of September, 2013.
ATTEST:
&W'L~' 16X~
Recording Secretary
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
ALAN UNGER, Chair
4t& -
TAMMY BANEY. Vice Chair
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 Water District, on behalf of Deschutes County,
Oregon and the La Pine Water District.
DATED this day of , 2013.
1d) .
Notary Public for Oregon
My Commission Expires:
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OFFICIAL SEAL
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PAGE 3 OF 3- ORDER N0.2013-044
MASTER WITHDRAWAL AND TRANSFER AGREEMENT
This Master Withdrawal and Transfer Agreement (this "Agreement") is entered into and made
effective on June 27, 2012 (the "Effective Date") by and between the La Pine Water 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 water mains, service installations, structures, facilities,
improvements, assets, and other property to City, and (b) City will assume certain District liabilities and
obligations.
District is the recipient of one or more United States Department of Agriculture - Rural
Development ("USDA") loans, which loans will be transferred and assigned by District and assumed by
City in connection with the Withdrawal,
C. District supports City's withdrawal of District's territory. District is willing to exercise its
best efforts to assist and cooperate with the Withdrawal,
D. 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.
2. Withdrawal 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, including, without limitation, taking all necessary
and appropriate actions to cause the transfer and assignment of the Loans to City on or before the
Withdrawal Date.
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tRde,103-044
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Page 1
District Operations. 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 water
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
determines necessary or appropriate, City will perform, or cause to be performed, all maintenance,
capital acquisitions, improvements, and/or other services to be performed.
4. 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 4 a together with all fixtures and improvements located
thereon;
(b) District's water mains, wells, pump stations, service installations, reservoirs,
structures, facilities, improvements, and any other property that may be necessary for the operation of
the Water 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 the Loans and those
grants, easements, and contracts identified on the attached Schedule 4(g), 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;
2 -MASTER OWITHDRAWAL AND TRANSFER AGREEMENT
i~ xn blt A to Urp~rL'EM 3-044
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(i) District's data and records containing information related to District and/or the
Water 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 4e _j, telephone numbers, fax numbers, email addresses, including,
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.
5. 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,
including, without limitation, the Loans,
6. E=xcluded. 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 Water 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.
S. 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
3 MASTER WITHDRAWAL AND TRANSFER AGREEMENT
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Page 3
has or may have in any water rights, applications, and/or permits related to or concerning the Water
System, including, without limitation, the following.
(a) Permit Application No. G-17422. Oregon Water Resources Department
("OWRD") Groundwater Permit Application No. G-17422 provides for the year-round municipal use of
two District wells, Well No. 1 and Well No. 2, located in township 22 south, range 11 east, section 18,
northwest-southeast quarter-quarter; Well No. 1 is 1,240 feet south and 804 feet east from center
quarter-corner; Well No. 2 is 1,143 feet south and 1,085 feet east from center quarter-corner. The
allowable pumping rate is 1.4 cubic feet per second ("cfs"), approximately 630 gallons per minute
("gpm"), with a maximum annual volume of 1,013.0 acre-feet of water.
(b) Permit No. G-13444. OWRD Groundwater Permit No. G-13444 provides for the
year-round quasi-municipal use of two District wells, Well No. 1 and Well No. 2, located in township 22
south, range? 11 east, section 18, northwest-southeast quarter-quarter (W.M.). The permit's stated
allowable pumping rate is 2.23 cfs, approximately 1,000 gpm, without a maximum annual volume of
water stated on the permit. The permit is currently limited by the OWRD to 1.52 cfs, approximately 680
gpm.
(c) Permit No. G-12545, OWRD 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 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 bate 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;
4 -MASTER WITHDRAWAL AND TRANSFER AGREEMENT
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(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;
(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, Operations Manager. District acknowledges the following concerning District's
Operations Manager position:
(a) District's Operations Manager position, which is held by Donna Zigler as of the
Effective Date, will not exist following the Withdrawal as the position's duties and responsibilities are
duplicative of and/or will be absorbed by other City staff as part of the Withdrawal.
MASTER WITHDRAWAL AND TRANSFER AGREEMENT
Page 5
(b) City has no position comparable to the position(s) held by Ms. Zigler with
District nor does City have an available lesser position or any other position for Ms. Zigler.
(c) In accordance with ORS 236,630, upon Ms. Zigler's transfer of employment on
the Withdrawal Date, Ms. Zigler will be listed as a regular laid-off employee with priority of appointment
over other persons eligible for any position for which Ms. Zigler is qualified, subject to any applicable
collective bargaining agreement.
11, 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 not obligated to assurne 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.
12. 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.
13. 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
(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,
6- MASTER WITHDRAWAL AND TRANSFER AGREEMENT
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Page 6
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,
14. City___Rpresentations 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.
15. City Indemnification. Subject to the terms and conditions contained in this Agreement,
if and to the extent riot 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 tier 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.
16. 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 Water 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 16 will
survive the termination of this Agreement.
17. Miscellaneous,
17.1 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
7 --MASTER WITHDRAWAL AND TRANSFER AGREEMENT
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limitation, executing and acknowledging any and all documents, instruments, and agreements City
deems necessary or appropriate.
17.2 Severability, Assignment, and Binding Eff_ect. 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
pa rty.
173 Attorney 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, arbitratlon,
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.
1.7.4 Governing 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.
17,5 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.
17.6 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
8 MASTER WITHDRAWAL AND TRANSFER AGREEMENT
Page 8
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,
17.7 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 tirne 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.
17.8 Person and Inter retation. 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).
17.9 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]
9-MASTER WITHDRAWAL AND TRANSFER AGREEMENT
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and made
effective for all purposes as of the Effective Date.
WATER DISTRICT:
La Pine Water District
an Oregon special district
CITY:
City of La Pine
an Oregon municipal
oration
By: dent
YVQ
By:'Ken Mulenex, Mayor
10- MASTER WITH URAWAL AND TRANSFER AGREEMENT
(KQJit0Aq&C &4'M)3-044
Page 10
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 USDA 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 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 applications, rights, and/or permits described in Section 8.
"Water System" means the water control and/or supply 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.
APPENDIX A
(14323.087.00169496;8)
Exhibit A to order 2013-044
Page 11
SCHEDULE 4(a)
Real Property
Parcel I,
Government Lot 124, located in the Southwest quarter of the Northeast quarter
(SW1/2NE1/4) of Section 14, Township 22 South, Range 10 East of the Willamette Meridian,
Deschutes County, Oregon.
(51490 Hinkle Way, La Pine, Oregon 97739)
Parcel II:
Parcel 2, Partition Plat No. 1998-14, Deschutes County, Oregon, also described of record as:
A tract of land located in the North one-half of the Southeast one-quarter of Section 18,
Township 22 South, Range 11 East of the Willamette Meridian, Deschutes County, Oregon,
being more particularity described as follows:
Beginning at the East one-quarter corner of said Section 18; thence South 00° 20' 14" West
1325.70 feet to the South one-sixteenth corner of said Section 18; thence North 89° 50' 47"
West along the East-West centerline of the Southeast one-quarter of said Section 18,
1387.73 feet to the True Point of Beginning; thence North 89° 50' 47" West along said East-
West centerline of the Southeast one-quarter, 726.00 feet; thence leaving said East-West
centerline North 00° 09' 13" East 300,00 feet; thence South 89° 50' 47" East 726.00 feet;
thence South 00` 09' 13" West 300.00 feet to a point on the East-West centerline of the
Southeast one-quarter and the True Point of Beginning.
(17400 Finley Butte Road, La Pine, Oregon 97739)
SCHEDULE 4(a)
{ff9t8Bt(Ad& at)3-044
Page 12
SCHEDULE 4(e)
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., AHB N_SIGHT Mobile
Websites and email addresses:
1,
www.lapinewater.org
2,
info@lapinewater.org
3.
dblatnik@lapinewater.org
4,
scott@lapinewater.org
5.
ashley@lapinewater.org
6.
wayne@lapinewater.org
7.
lapinewater@bendnet.com
SCHEDULE. 4(e)
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Page 16
SCHEDULE 4fg)
Contracts
1. Two loans 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,$26,500.00, and (b) that certain Water
Revenue Bond No. 2 dated February 24, 2005 in the principal amount of $325,000.00.
2. Verbal agreement between La Pine Water 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.
S~CgHE3ME 4(g)1
( k'x ZU iM, A t.Ogrrde'r ~ 8; 3-044
Page 17
SCHEDULE 9
List of Transferring District Employees
1. Johnny Bales
2. Scott Perkins
3. Donna Zigler
SCHEDULE 9
{1 W,'~~ I'8,1",'2913-044
Page 1 s
LI
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LA PINE WATER DISTRICT PO BOX 2460 P hon e:(541) 5365281
51490 H inkle way Pak (541)5368003
mmmj La Pin 0. OR 97739 www.lapinewater.org
La Pine Water District
Resolution No. 2012-8
Dissolution of the La Pine Water 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 Water District agree that if the City
withdraws the property from the District, it includes all District operational assets as listed
in ORS 222.540 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 Water 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
Water District that:
Section 1. Dissolution of La Pine Water District: The Board of Directors supports and
approves the dissolution of the La Pine Water District in accordance with
dissolution procedures set forth in ORS 198.920.
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 B to Order 2013-044
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.
e-K-eattes, President
ATTEST:
Terry Makinson, Secretary/Treasurer
Ayes:
Nays:
Page 2 of 2
Exhibit B to Order 2013-044
Page 2