HomeMy WebLinkAboutPronghorn AgrmtPage 1 of 12 – Pronghorn Destination Resort Roads and Utilities Improvement Agreement – Deschutes
County Document No. 2008-244
After Recording Return to:
Deschutes County
Community Development Department
147 NW Lafayette Street
Bend, OR 97701
IMPROVEMENT AGREEMENT
(Roads and Utilities Phase 6)
This Improvement Agreement (Agreement), relating to the construction and installation of
certain required improvements (the “Roads and Utilities Required Improvements,” as defined
below in Section 4) for the Pronghorn Destination Resort (the “Resort”), as required in the
subdivision approval in File No. TP-07-1005 (the “Tentative Plat”), by and between
DESCHUTES COUNTY, OREGON, a political subdivision of the State of Oregon ("County") and
PRONGHORN INVESTORS, LLC, ("Owner”).
RECITALS:
WHEREAS, Owner has developed previous phases of the Resort, and has received
approval for phase 6 under file no. TP-07-1005; and
WHEREAS, the Roads and Utilities Required Improvements under the approval for the
next phase of the Tentative Plat have not been completed; and
WHEREAS, Owner has filed an application for a final subdivision plat for Phase 6 of the
Resort (the “Estates at Pronghorn, Phase 6”), File No. FPA-08-10, prior to the completion of the
Roads and Utilities Required Improvements; and
WHEREAS, Deschutes County Code (DCC) Section 19.106.110 provides that Owner
may, in lieu of completing Roads and Utilities Required Improvements, enter into an agreement
with the County for the completion of the Roads and Utilities Required Improvements and
provide a good and sufficient form of security, to provide for the completion of the Roads and
Utilities Required Improvements; and
WHEREAS, this Agreement is contingent upon the recording of the The Estates at
Pronghorn Phase 6 Final Plat approved in File No. FPA-08-10 and the plat including a
statement that it is subject to this agreement; and
WHEREAS, Roads and Utilities Required Improvements under this Agreement do not
constitute a Public Improvement as the term is defined in ORS 279A.01(1)(aa); and
WHEREAS, the subdivision approval in TP-07-1005 is exempt from ORS 92.305 to
92.945 for the reason that the County’s Comprehensive Land Use Plan and implementing
ordinances are acknowledged under ORS 197.251; and
WHEREAS, Hap Taylor and Sons, Inc dba Knife River has entered into a construction
agreement with Developer dated May 9, 2008 for the purpose of construction Required
Improvements on behalf of the Developer and where Knife River as Principal and Liberty Mutual
REVIEWED
__________________
LEGAL COUNSEL
For Recording Stamp Only
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County Document No. 2008-244
Insurance Company and Travelers Casualty and Surety as Surety has bonded the completion of
the Required Improvements; now, therefore,
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES above mentioned, for and
in consideration of the mutual promise hereinafter stated, as follows:
1. Recitals. The Recitals to this Agreement set forth above are hereby incorporated herein
as if fully set out, shall constitute contractual provisions and are not mere recitals.
2. Real Property Description. The real property subject to this Agreement, hereinafter the
subdivision “Real Property” is described as: approximately 24 acres within Township 16
South, Range 13 East, Section 16, more particularly described on attached Exhibit A.
3. Exhibits. The exhibits listed below and attached to the Agreement are hereby
incorporated herein by reference:
3.1. Exhibit A – Legal description of Real Property.
3.2. Exhibit B -- List of Roads and Utilities Required Improvements and cost
estimates – submitted by the Owner.
3.3. Exhibit C – Deschutes County Tentative Plat approval, File No. TP-07-1005
3.4. Exhibit D – Security - Bond Nos. 190019140 and 105064714 .
3.5. Exhibit E - Contractor List per DCC 17.24.120(A)(1).
4. Identification of Roads and Utilities Required Improvements.
4.1. Owner shall install and complete, or cause to be installed and completed, the
improvements listed in Exhibit B and required by the land use approval in TP-07-
1005 set forth in Exhibit C to the extent that same remain to be completed (“Roads
and Utilities Required Improvements”).
4.2. These improvements consist of roads, utilities and other necessary facilities
referred to in this agreement as “Roads and Utilities Required Improvements.”
4.3. The final plat shall note and be subject to this Agreement.
5. Construction of Roads and Utilities Required Improvements.
5.1. The Roads and Utilities Required Improvements shall be installed and completed
in accordance with the plans and construction specifications related thereto and
to any additional County and/or State of Oregon specifications.
5.2. Owner shall promptly repair any damage to existing and new facilities, within and
without the Real Property, which occurs during installation of the Roads and
Utilities Required Improvements.
5.3. Owner shall cause the Required Improvement to be inspected by and receive
final written construction approval from County and/or the State of Oregon not
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County Document No. 2008-244
later than three (3) years from the recording of the The Estates at Pronghorn
Phase 6 Final Plat in File No. FPA 08-10 (“Completion Date”).
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6. Warranty of Improvements.
6.1. Owner hereby warrants that the Roads and Utilities Required Improvements shall
remain free from defects in materials or workmanship and that the Roads and
Utilities Required Improvements continue to meet County and/or State of Oregon
standards for twelve (12) months following the Completion Date and any
corrections ("Warranty Period").
6.2. Upon completion and approval of any portion of the Roads and Utilities Required
Improvements, Owner shall obtain a bond or other security in favor of, and
reasonably acceptable to, the County in the amount of ten percent (10%) of the
construction costs of such improvements to secure the warranty obligations
under this Section.
7. License to Enter and Remain on Property.
7.1. Owner hereby grants County and County's employees, engineers, consultants,
agents, contractors, subcontractors and suppliers license to come onto and
remain on the Real Property as necessary to make inspections of the Roads and
Utilities Required Improvements.
7.2. If County determines that any portion of the Roads and Utilities Required
Improvements have not been completed to County’s satisfaction by the
Completion Date, County or its employees, engineers, consultants, agents,
contractors, subcontractors and suppliers may enter onto and remain on the Real
Property and may cause the applicable portion of the Roads and Utilities
Required Improvements to be installed and completed.
8. Right to Draw on Security.
8.1. Upon failure of the Owner to complete the Roads and Utilities Required
Improvements to County’s satisfaction by the Completion Date, County shall
notify Owner in writing of such failure.
8.1.1. Owner shall then have thirty (30) days to complete the Roads and Utilities
Required Improvements or that portion which is incomplete or
unsatisfactory.
8.1.4. Should Owner fail to complete the Roads and Utilities Required
Improvements within the time period referred to in Section 8.1.1., then
County may cause incomplete or unsatisfactory Roads and Utilities
Required Improvements to be completed.
8.1.5. If County completes the Roads and Utilities Required Improvements,
County may draw upon the Security for any and all costs and expenses
incurred by County, in the completion of the Roads and Utilities Required
Improvements.
8.2. For the purposes of this Agreement and access to any security offered and
accepted to secure Owner's performance, Owner's failure to complete the Roads
and Utilities Required Improvements shall include failure to install or have
installed any portion of the Roads and Utilities Required Improvements to County
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specifications, approved plans or applicable building specialty codes and failure
to complete any required inspections by the Completion Date.
9. No County Guarantee. County does not guarantee that any of the Roads and Utilities
Required Improvements referred to in this Agreement will be constructed, maintained or
operated.
10. License to Use Permits, Specifications and Plans.
10.1. If County determines that any portion of the Roads and Utilities Required
Improvements have not been satisfactorily completed as specified by the
applicable Completion Date, Owner shall, upon request of the County, license
and assign to County all of Owner's, applicable Permits, plans, specifications,
shop drawings, instruments, permits and approvals, and other documents
necessary or useful in the completion of or related in any manner to the
applicable Roads and Utilities Required Improvements.
10.2. Owner shall be responsible for providing within any contracts for supply of labor
and materials used in connection with constructing Roads and Utilities Required
Improvements, that such contract rights are assignable by Owner.
10.3. Upon such request, Owner shall deliver physical possession of such Permits,
plans, specifications, shop drawings, instruments, permits, approvals, and other
documents to the County.
10.4. County may sub-assign or license the rights referred to in this Section 10 for any
purpose without further approval from Owner.
11. No Third Party Beneficiaries.
11.1. County and Owner are the only parties to this Agreement and are the only parties
entitled to enforce its terms.
11.2. Nothing in this Agreement gives or provides any benefit or right, whether directly,
indirectly, or otherwise, to third persons unless such third persons are individually
identified by name in this Agreement and expressly described as intended
beneficiaries of this Agreement.
12. Restoration of Monuments. Owner shall restore any monument erected or used for
the purpose of designating a survey marker or boundary of any town, tract, plat or parcel
of land which monument is broken, damaged, removed or destroyed, during the course
of work provided for or anticipated by this Agreement, whether intentional or otherwise,
by the Owner or Owner's agents, employees or independent contractors.
13. Costs of Inspection. Owner shall pay to County the actual costs incurred by County in
the inspection of the completed Roads and Utilities Required Improvements plus any
fees, such as plan check fees and structural, electrical, plumbing and other specialty
codes inspection fees normally associated with the review and inspection of any
improvements on the Real Property.
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14. Security for Roads and Utilities Required Improvements.
14.1. Owner shall provide the Bond as security for completion of the Roads and
Utilities Required Improvements, issued in favor of the County by , deposited with
the County in the amount of One Million Two Hundred Thirty Thousand Ninety
Five and 40/100 dollars ($1,230,095.40) attached hereto as Exhibit D (the
“Security”).
14.2. The amount of the Security represents one hundred and twenty percent (120%)
of the estimated costs, as set forth in Exhibit B, of completing the Roads and
Utilities Required Improvements to County standards, as applicable.
14.3. As used herein, issuers of surety bonds individually or collectively may be
referred to as “Surety.”
15. Owner's Obligation For Costs.
15.1. Owner expressly acknowledges, understands, and agrees that this Agreement
shall not relieve Owner from the obligation to complete and fully pay for the
Roads and Utilities Required Improvements and other costs and fees set forth in
this Agreement.
15.2. Should Owner fail to perform its responsibilities under this Agreement in any
manner, Owner agrees to compensate County for all costs related to Owner's
failure to perform its obligation to complete and warrant the Roads and Utilities
Required Improvements and pay costs and fees.
16. Release of Security or Obligation.
16.1. After the Roads and Utilities Required Improvements have been inspected and
approved by the County, County shall release the Bond or other security within
fifteen (15) calendar days provided Owner has procured the warranty security
required pursuant to Section 6 of this Agreement.
16.2. In addition, the County may release portions of the security when appropriate.
16.3. Upon written request of Owner, County may release any of Owner's obligations
under the terms and conditions of this Agreement in writing upon Owner’s
completion and County inspection and approval of any portion of the Roads and
Utilities Required Improvements, provided County, in its sole discretion,
determines that adequate security remains in place for Owner completion of
Roads and Utilities Required Improvements in accordance with this agreement.
16.4. County’s partial release of any portion of the Security shall not be construed as a
waiver of County’s right to require full compliance with this Agreement and
Owner’s obligation to satisfy any costs and expenses incurred in completion of
the Roads and Utilities Required Improvements.
16.5. If Owner has not yet obtained a bond or other security to guaranty its warranty
obligations pursuant to Section 6, then County Treasurer shall withhold from
such funds an amount equal to ten percent (10%) of the construction costs of
completing the Roads and Utilities Required Improvements.
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17. Shortfall in Security.
17.1. If the amount available to be drawn from the Security is less than the costs and
expenses anticipated to be incurred, or actually incurred, by County, County may
apply the proceeds of the Security to the anticipated or actual costs and
expenses of completion of the Roads and Utilities Required Improvements
17.2. Owner shall be responsible and liable for the difference between the anticipated
or actual costs and expenses of completion and the amount of the remaining
security.
18. Incidental Costs. Without limiting the generality of the foregoing, if upon County's written
notice to Surety of Owner's failure to complete Roads and Utilities Required
Improvements, the proceeds of the Security are not remitted to County within ten (10)
days of demand for funds by the County, or the Roads and Utilities Required
Improvements is not installed within a reasonable time period determined by County after
notice to the Surety, then County's costs of obtaining the proceeds of the surety Security
and/or completing the Roads and Utilities Required Improvements and all incidental costs
to the extent not covered by the Security, shall be added to the amount due County from
the Owner, and shall be paid to County by Owner, in addition to and with all other
amounts due hereunder.
19. Substandard Improvements.
19.1. Should the Roads and Utilities Required Improvements prove to be substandard
or defective within the twelve (12) month warranty period in Section 6 of this
Agreement, County shall notify Owner and/or the Surety of the warranty
obligation in writing of such substandard or defective Roads and Utilities
Required Improvements.
19.2. Owner and/or the Surety shall then have sixty (60) days to complete repair or
replacement of the Roads and Utilities Required Improvements.
19.3. In the event that the repair or replacement per Section 19.1. cannot reasonably
be completed within sixty (60) days, then the same shall be extended by such
period of time as is reasonably necessary so long as Owner and/or the Surety
promptly commence and thereafter diligently prosecute such repair or
replacement.
19.4. Should Owner and/or the Surety fail to complete repair or replacement of the
Roads and Utilities Required Improvements within the required time period,
County may remedy the defects and demand payment for such from Owner
and/or the Surety.
20. Successors in Interest.
20.1. The original of this Agreement shall be recorded with the Deschutes County
Clerk and shall be a condition and covenant that shall run with the Real Property.
20.2. It is the intent of the parties that the provisions of this Agreement shall be binding
upon the parties to this Agreement, and subject to the terms contained in Section
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21, their respective successors, heirs, executors, administrators, and assigns,
and any other party deriving any right, title or interest in or to the Real Property,
including any person who holds such interest as security for the payment of any
obligation, including a mortgagee or other secured party in actual possession of
said Real Property by foreclosure or otherwise or any person taking title from
such security holder.
20.3. Upon completion of the Roads and Utilities Required Improvements, and the
expiration of the Warranty Period, County, upon request by Owner or any person
or persons owning a lot in the Tentative Plat, shall release a lot from the
condition and covenant subsisting under this Agreement.
21. Residential Lot Purchasers. Notwithstanding the terms of Section 20, the terms of this
Section shall apply to each residential lot (“Residential Lot”) created from the Real
Property or platted in the subdivision and sold or transferred to a third party (each such
buyer or transferee and his or her successors and assigns is a “Residential Buyer”) and:
21.1. Each such Residential Lot is conveyed free of any obligation to pay money or
complete the Roads and Utilities Required Improvements that may arise out of
this Agreement;
21.2. Each Residential Buyer or Transferee is under no obligation or burden to
complete the terms and conditions of this Agreement;
21.3. The recordation of this Agreement is for the purpose of putting Residential Buyer
or Transferee on notice of the Agreement’s terms and that the County has no
obligation to construct the Roads and Utilities Required Improvements or any
portion of the Roads and Utilities Required Improvements nor does the
Agreement in anyway guarantee that any of the Roads and Utilities Required
Improvements will be constructed; and
21.4. The Agreement conveys no right or right of action by any Residential Buyer or
Transferee against the County for any act or omission of the County, including
but not limited to, the County decisions or acts which result in the Roads and
Utilities Required Improvements, or any part of the Roads and Utilities Required
Improvements, not being constructed.
22. Binding Authorization. By signature on this Agreement, each signatory, signing in a
representative, capacity certifies that the signer is authorized to sign the Agreement on
behalf of and bind the signer's principal.
23. Expiration.
23.1. Unless otherwise extended, this Agreement shall expire at the conclusion of the
Warranty Period or upon expiration of the Permits, whichever is earlier, or by the
express written release of Owner by County from this Agreement granted as part
of an approval for a change of use of the Real Property.
23.2. Upon expiration, County shall provide Owner with a document in recordable
form, formally evidencing such expiration and the parties agree to execute such
document with fourteen (14) days of receipt of such document by the other party.
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24. Survival. County's rights under this Agreement, including County's right to draw upon
Owner's security in whole or in part to pay the full costs and expenses of completing the
Roads and Utilities Required Improvements and repairs or replacements required herein
along with any licenses granted in this Agreement and any costs of enforcement of this
Agreement, shall survive the expiration of this Agreement.
25. No Agency.
25.1. It is agreed by and between the parties that Owner is not carrying out a function
on behalf of County, and County does not have the right of direction or control of
the manner in which Owner completes performance under this Agreement nor
does County have a right to exercise any control over the activities of the Owner.
25.2. Owner is not an officer, employee or agent of County as those terms are used in
ORS 30.265.
26. No Joint Venture or Partnership. County is not, by virtue of this Agreement, a partner
or joint venturer with Owner in connection with the Site plan or the Real Property, and
shall have no obligation with respect to Owner's debts or other liabilities of each and
every nature.
27. Liens.
27.1. Owner shall pay as due all claims for work done on and for services rendered or
material furnished to the Real Property and shall keep the Real Property free
from liens.
27.2. If Owner fails to pay any such claims or to discharge any lien, County may do so
and collect the cost from the Owner or Surety.
27.3. Such action by County shall not constitute a waiver of any right or remedy that
County may have on account of Owner's failure to complete the Roads and
Utilities Required Improvements or failure to observe the terms of this
Agreement.
28. Indemnification. Owner shall be responsible for any and all injury to any and all persons
or property caused directly or indirectly by reason of any and all activities of Owner under
this Agreement and on the Real Property; and further agrees to defend, indemnify and
save harmless County, 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 any such injury.
29. Limitation of Liability. This Agreement is subject to the Oregon Tort Claims Act, ORS
30.260 to 30.300.
30. Attorney Fees and Costs. In the event an action or suit or proceeding, including appeal
therefrom, is brought by any party arising directly and/or indirectly out of the provisions of
this agreement or the interpretation thereof, for Owner's failure to complete the Roads
and Utilities Required Improvements or to observe any of the terms of this Agreement or
the interpretation thereof, County shall be entitled to recover, in addition to other sums or
performances due under this Agreement, reasonable attorney's fees and costs as the
court may adjudge in said action, suit, proceeding or appeal.
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31. Waiver.
31.1. Waiver of the strict performance of any provision of this Agreement shall not
constitute the waiver of any other provision or of the Agreement.
31.2. No waiver may be enforced against the County unless such waiver is in writing
and signed by the County.
32. Compliance with provisions, requirements of Federal and State laws, statutes,
rules, regulations, executive orders and policies. Debt Limitation.
32.1. This Agreement is expressly subject to the debt limitation of Oregon counties set
forth in Article XI, Section 10, of the Oregon Constitution.
32.2. Any provisions herein, which would conflict with the law, are deemed inoperative
to that extent.
32.3. Additionally, Owner shall comply with any requirements, conditions or limitations
arising under the any Federal or State law, statute, rule, regulation, executive
order and policy applicable to the Roads and Utilities Required Improvements.
32.4. If this Agreement is in any manner construed to constitute the lending of the
County's credit or constitute a debt of County in violation of Article XI, Section 10,
of the Oregon Constitution, this Agreement shall be void.
33. No Inducement. No representations, statements, warranties have induced the making
and execution of this Agreement, or Agreements other than those herein expressed.
34. Governing Law.
34.1. This Agreement shall be governed by and construed in accordance with the laws
of the State of Oregon without regard to principles of conflicts of law.
34.2. Any claim, action, suit or proceeding (collectively, “Claim”) between County and
Owner that arises from or relates to this Agreement shall be brought and
conducted solely and exclusively within the Circuit Court of Deschutes County for
the State of Oregon; provided, however, if a Claim shall be brought in a federal
forum, then it shall be brought and conducted solely and exclusively within the
United States District Court for the District of Oregon in Eugene, Oregon.
34.3. Pronghorn Investors, LLC by signing below, hereby consent to the in personam
jurisdiction of said courts. The parties agree that the UN Convention on
International Sales of Goods shall not apply.
35. Severability. If any term or provision of this Agreement is declared by a court of
competent jurisdiction to be void, invalid or unenforceable, the validity of the remaining
terms and provisions shall not be affected, and the rights and obligations of the parties
shall be construed and enforced as if this Agreement did not contain the particular term or
provision held void, invalid unenforceable.
36. Counterparts.
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36.1. This Agreement may be executed in several counterparts, all of which when
taken together shall constitute one Agreement binding on all parties,
notwithstanding that all parties are not signatories to the same counterpart.
36.2. Each copy of this Agreement so executed shall constitute on original.
36.3. If this Agreement is signed in counterpart, each counterpart shall be recorded as
provided herein for the recording of this Agreement and each counterpart shall
be noted on the recorded plat map.
37. Notice.
37.1. Expect as otherwise expressly provided in this Agreement, any communications
between the parties hereto or notices to be given hereunder shall be given in
writing to Owner or County at the address or number set forth below or to such
other addresses or numbers as either party may hereafter indicate in writing.
37.2. Delivery may be by personal delivery, facsimile, or mailing the same, postage
prepaid.
37.3. Communication or notice by personal delivery shall be deemed delivered when
actually given to the designated person or representative.
37.4. Any communication or notice sent by facsimile shall be deemed delivered when
the transmitting machine generates receipt of the transmission. To be effective
against County, such facsimile transmission shall be confirmed by telephone
notice to County's Director of Administrative Services.
37.5. Any communication or notice mailed shall be deemed delivered five (5) days
after mailing. Any notice under this Agreement shall be mailed by first class
postage or delivered as follows:
To Owner:
Thomas C. Hix
Pronghorn Investors, LLC
132 SW Crowell, Suite 200
Bend, OR 97702
Fax No. (541)
To County:
Deschutes County Administrator
Deschutes County Administration
1300 NW Wall Street, Ste 200
Bend, Oregon 97701
Fax No. 541-388-4752
38. Time is of the Essence. Time is of the essence of each and every provision of this
Agreement.
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39. Captions.
39.1. The captions contained in this Agreement were inserted for the convenience of
reference only.
39.2. Captions do not, in any manner, define, limit, or describe the provisions of this
Agreement or the intentions of the parties.
40. Merger Clause.
40.1. This Agreement and the attached exhibits constitute the entire agreement
between the parties and supersedes any and all prior or contemporaneous
negotiations and/or agreements among the parties, whether written or oral,
concerning the subject matters of this Agreement which are not fully expressed
herein.
40.2. All understandings and agreements between the parties and representations by
either party concerning this Agreement are contained in this Agreement.
40.3. This Agreement shall bind all parties and its terms may not be waived, altered,
modified, supplemented, or amended in any manner except by written instrument
signed by all parties.
40.4. Except as otherwise expressly provided herein, any written waiver, consent,
modification or change shall be effective only when in writing and signed by the
parties in the specific instance and for the specific purpose given.
[SIGNATURES CONTINUED ON NEXT PAGE]
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DATED this ___ day of __________, 2008 BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
________________________________________
DENNIS R. LUKE, Chair
ATTEST:
________________________________________
TAMMY (BANEY) MELTON,
VICE CHAIR
______________________________
Recording Secretary
________________________________________
MICHAEL M. DALY, Commissioner
STATE OF OREGON )
) s s
County of Deschutes )
Before me, a Notary Public, personally appeared DENNIS R. LUKE, TAMMY (BANEY)
MELTON, AND MICHAEL M. DALY, the above-named Board of County Commissioners of
Deschutes County, Oregon and acknowledged the foregoing instrument on behalf of Deschutes
County, Oregon.
DATED this___ day of __________, 2008
Notary Public, State of Oregon
M y C o m m i s s i o n E x p i r e s :
Dated this ___ of __________, 2008
OWNER:
PRONGHORN INVESTORS, LLC
By ________________________________
Its ________________________________
STATE OF OREGON )
) s s
County of Deschutes )
Before me, a Notary Public, personally appeared _____________________and
acknowledged the foregoing instrument as _____________ of Pronghorn Investors, LLC.
DATED this___ day of _________, 2008
Notary Public, State of Oregon
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M y C o m m i s s i o n E x p i r e s :