district advisory board meeting agenda -...

DISTRICT ADVISORY BOARD MEETING AGENDA

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BUSINESS MEETING Date: February 8, 2017 Time: 5:00 p.m. Location: The Milwaukie Center – Auditorium

5440 SE Kellogg Creek Drive, Milwaukie, OR 97222

I. Call to Order

II. Citizen Participation*

III. Consent Agenda

a. Approve December 21, 2016 meeting minutes

b. Accept Monthly Division Reports for January and February 2017 as submitted

IV. Discussion Agenda – No Action Required

a. Old Business

i. Governance and District Reformation

b. New Business

i. Strategic Partnership with North Clackamas School District (NCSD)

ii. 2nd Quarter Financial Report for the period July 1, 2016 through December

31, 2016 (L. Zentner)

iii. Consideration of an additional District Advisory Board Meeting in February

V. Business Agenda – Action Required

a. New Business

b. Old Business

VI. Director Comments

a. DAB Meeting Start Time

VII. DAB Member Comments

VIII. Adjournment

*Citizen Participation limited to 3 minutes per citizen. If comments are related to an agenda item, please wait until the issue comes before the District Advisory Board.

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STUDY SESSION Subject: System Development Charges Methodology Update Date: February 8, 2017 Time: 6:00 p.m. Location: The Milwaukie Center – Auditorium

5440 SE Kellogg Creek Drive, Milwaukie, OR 97222

DISTRICT ADVISORY BOARD Meeting Minutes

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BUSINESS MEETING Date: December 21, 2016 (Rescheduled from 12/14 due to inclement weather) Time: 4:30 to 5:00 p.m. Location: North Clackamas Aquatic Park – 7300 SE Harmony Road, Milwaukie, OR 97222

I. Call to Order Chair Wilda Parks called the meeting to order at 4:35 p.m. A quorum was present. a. BCC Members Present: None b. DAB Members Present: Wilda Parks, Susan McCarty, Bill Bersie, Lynn Fisher, Sandra

Grzeskowiak, Brett Sherman c. Members Absent: Sharon Koester, Suzanne Montalbano, David Noble d. NCPRD Staff Members Present: Gary Barth, BCS Director; Laura Zentner, Business

Operations Director; Scott Archer, NCPRD Director; Kevin Cayson, Parks Maintenance Supervisor; Tonia Williamson, Natural Areas Coordinator; Kathryn Krygier, Interim Park Planner; Caroline Ramer, Administrative Assistant

e. Guests Present: Ben Bryant, Assistant City Manager, City of Happy Valley

II. Citizen Participation None.

III. Consent Agenda Lynn Fisher moved to accept the meeting minutes and division reports as submitted. Susan McCarty seconded the motion and it was approved unanimously (6 in favor; 0 against).

IV. Discussion Agenda – No Action Required a. Old Business

i. Governance and District Reformation Chair Wilda Parks stated that once the new Board of County Commissioners (BCC) are sworn in and the fifth member of the commission appointed, she thinks the District Advisory Board (DAB) should increase their focus on a potentially new November 2017 ballot measure for independent governance. The DAB discussed what additional actions should be included in a proposed ballot measure beyond reformation of the District as an independent parks & recreation district under ORS266. For instance, should the ballot measure include a specific tax rate and if so what should that rate be? BCS Director Gary Barth clarified that a ballot measure to form a new park & recreation district under ORS 266 would require disclosure of the proposed permanent tax rate that would be established if voters approved formation. Bill Bersie asked whether staff could send the DAB a visual timeline of the latest-possible dates for each required step. Staff confirmed this was doable. Bersie asked further clarifying questions regarding the permanent tax rate. Barth and Parks verified that the measure could be “revenue neutral,” or maintain the current NCPRD permanent tax rate at $0.5382 per $1,000 Assessed Value.

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Director Archer confirmed that staff would send the 2017 election timeline before the next DAB meeting. He specified that the ballot measure would effectively dissolve the District and reform as a new, independent district under ORS 266. Barth noted that the polling done before the last election showed a strong likelihood of voter approval if the ballot measure had been for a change in governance only. However that confidence level of passage declined when tested against proposed increases in the current rate. Any proposed increase in the current rate would have to be carefully considered. Over the next several months, Parks stated that the DAB should have their final recommendations to the Board in place regarding the ballot measure. She encouraged the DAB to contact Director Archer or herself over the coming weeks to share their personal positions regarding the different aspects of the potential ballot measure, such as what proposed permanent tax rate would the Board members recommend and any additional thoughts or concerns. Parks and Archer discussed having staff draft a recommendation of what the DAB would like to communicate to the BCC regarding future steps.

b. New Business None.

V. Business Agenda – Action Required a. New Business

None. b. Old Business

None.

VI. Director Comments Director Archer highlighted the Winter Celebrations Event on December 10th, which he stated was very successful. He also drew attention to the new play structure at Ann-Toni Schreiber Park and the completed Maintenance Shop at Hood View Park. He pointed out the Holiday gifts to the Board from staff and acknowledged all the important work the Board has completed this year.

VII. DAB Member Comments Chair Wilda Parks stated that the Wichita Park project took a major step forward by securing grant funding from the Oregon Parks & Recreation Department. She also noted that the Winter Solstice Event at Riverfront (“Milwaukie Bay”) Park drew a very large crowd this year. Brett Sherman shared that the City of Happy Valley is replacing the boardwalk in Happy Valley Park. He shared that he recently hiked down by Scott Creek near Southern Lites Park. Director Archer noted that staff recently secured an easement from the inactive Homeowner’s Association. This will allow NCPRD to access and maintain the site as part of the Mt. Scott/Scouters Mountain Trail Loop.

VIII. Adjournment Lynn Fisher made a motion to adjourn the meeting. Susan McCarty seconded and the motion passed unanimously (6 in favor; 0 against). Meeting adjourned at 4:54 p.m.

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D. Special Use Areas; E. Greenways; and, F. Indoor Facilities.

STUDY SESSION Subject: System Development Charges Methodology Update Date: December 21, 2016 (Rescheduled from 12/14 due to inclement weather) Time: 5:00 to 7:00 p.m. Location: North Clackamas Aquatic Park – 7300 SE Harmony Road, Milwaukie, OR 97222 Attendance DAB Members Present: Wilda Parks, Susan McCarty, Bill Bersie, Lynn Fisher, Sandra Grzeskowiak, Brett Sherman Members Absent: Sharon Koester, Suzanne Montalbano, David Noble Staff Members Present: Gary Barth, BCS Director; Laura Zentner, Business Operations Director; Scott Archer, NCPRD Director; Kevin Cayson, Parks Maintenance Supervisor; Tonia Williamson, Natural Areas Coordinator; Kathryn Krygier, Interim Park Planner; Caroline Ramer, Administrative Assistant Guests Present: Ben Bryant, Assistant City Manager, City of Happy Valley Materials 1. The NCPRD Story: The First Twenty-Five Years 2. 2017 Capital Improvement Plan (CIP) Base Map (Working Copy) 3. 2017 Capital Improvement Plan (CIP) Project List 4. NCPRD Site Classifications Handout Director Archer opened the System Development Charges (SDC) Methodology Update Study Session with a recap of the larger SDC Methodology Update process. He informed the District Advisory Board (DAB) that this meeting is focused on the Capital Improvement Plan (CIP) Projects List. The CIP Projects List is needed to move forward with updating the District’s SDC Methodology, but has other important long-term implications as well. Archer reviewed the agenda for the Study Session. Kathryn Krygier presented an overview of the CIP Planning Process and how the CIP Projects List fits into the larger planning efforts of the SDC Methodology Update as well as the Master Plan. Then as a group, the DAB reviewed the CIP Projects List and reconciliation effort. Archer noted that no decisions were to be made at this meeting, but that staff will try to give a wide overview of the list in its current form. BCS Director Gary Barth presented The NCPRD Story: The First Twenty-Five Years, reviewing the District’s history and the capital projects completed from District inception through June 30, 2016. Krygier introduced the purpose and need for a Capital Improvement Plan (CIP) as part of the larger Master Plan. The Master Plan and related CIP are then used to inform and guide development of the annual operating budget. Ultimately, the goal of this work is to create a transparent and thoroughly vetted projects list with updated cost assessments for adoption by the NCPRD Governing Board. Once adopted, the CIP may be amended in the future, but would require official board action. Barth clarified that the CIP Projects List is necessary for the SDC Methodology Update process, but that the CIP Projects List will ultimately inform much more than just the SDC rates for each sub-area. SDCs are one funding source for the CIP Projects List, but other funding sources are needed to complete most projects in the CIP. Krygier walked the DAB through the five major site classifications employed by NCPRD. She pointed out that all of the classifying criteria come directly from the 2014-15 Master Planning process and Draft Master Plan. These classifications include:

A. Neighborhood Parks; B. Community Parks; C. Natural Areas;

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Krygier directed the DAB to the next item on the agenda, the reconciled CIP List. She explained that the source documents included the 2007 Adopted CIP List (in blue) that was used to calculate the current park SDC rates and the 2014 Draft Master Plan CIP List of any new projects that were identified that were not on the 2007 adopted list (in green). It was emphasized that a large amount of public engagement and outreach efforts were undertaken to identify the projects on these two lists. Therefore any DAB proposed additions to these items would have to address unmet resident needs identified in the 2014 Master Plan effort and include a process for community engagement and support. After DAB members refine the list, staff will prepare updated cost estimates for the new CIP List. The current cost estimates represent the numbers adopted in 2007. Those cost estimates were used to calculate the SDC rates currently in effect. The numbers in the right-hand column, entitled NCPRD Dollars Spent 2007-2016, represent the total capital expenditures incurred since the 2007 CIP was adopted totaling $28,087,542, or total capital expenditures from 2007 through June 30, 2016. There were approximately 71 projects on the CIP list. Projects that appeared on both the 2007 CIP List and the 2014 Draft CIP List were not duplicated. There was discussion regarding the most efficient way to go through the list. The DAB decided to go through each project category broadly before delving deeper into the individual projects within each category. Krygier began with the Neighborhood Parks in Zone 1. She reminded the DAB that these projects are grouped by zone based on the 2007 SDC zone boundaries. Therefore, the projects that are shown in Zone 1 are those within the City of Milwaukie. The City of Milwaukie’s Urban Growth Management Area [UGMA]) is still reflected in Zone 2 for this review When the District Board adopted the amendment to the SDC Ordinance that requires SDC’s collected in a zone be used for projects in that Zone, they also directed that Milwaukie’s UGMA be shifted from Zone 1 from Zone 2 for future project funding decisions. That will be reflected in the revised CIP resulting from this exercise. Barth stated that how the list is laid out helps tell the story of the CIP List. The highlighted boxes on the map demonstrate the District’s original plan in 2007 and the circled areas show the service gaps identified the 2013-14 master planning process (see presentation slide for “Neighborhood Parks – Zone 2”). Within each circle, the suggested number of assets in this area is listed. Lynn Fisher asks how these numbers were determined. For instance, why is only one neighborhood park identified in Oak Lodge when there are four identified in Oatfield. Barth explained that the master planning consultants, GreenPlay, LLC, did a full GIS analysis of the District. In this analysis, they identified the areas within the District that did not have a park within a half-mile walking distance. They determined that the Oatfield area would require four additional parks to have a neighborhood park within walking distance of every household in that area. Krygier also stated that staff prepared the maps based on the GreenPlay analysis and may have misrepresented where the Oak Lodge/Jennings Lodge new park should be targeted. Krygier moved on to Neighborhood Parks in Zone 3. She explained parks projects are divided within the City of Happy Valley and those outside to reflect adoption of the City of Happy Valley’s Parks Master Plan project list that was incorporated into the 2007 CIP. Lastly, the DAB reviewed community parks, special use areas, and other facilities followed by natural areas and greenways. Tonia Williamson showed the Board a GIS map developed by GreenPlay, which shows the most park deficient areas of the District. Susan McCarty asked if the projects in the CIP had been “matched” to equivalent projects completed. Ms. Krygier explained that staff did try to match these projects completed to line items on the CIP, but that it was

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not always a cut-and-dry decision. When in doubt, staff left items on the CIP List reconciliation so DAB members would have the most accurate information. McCarty also drew attention to the Additional Sports Fields line item under Other Facilities. She asked why this line item was not marked as completed. Krygier specified that the project description from the 2007 CIP states that 19 additional sports fields were required. Seven total fields were added to North Clackamas School District (NCSD) properties between 2007 and 2016, so there are 12 fields remaining to be completed. McCarty asked whether there was a better way to depict a partially complete project, for example, by making 19 line items for the Additional Sports Fields project and only marking 7 items as completed. There was further discussion regarding how to visually represent the partially complete projects. Krygier explained that the total number of fields planned may be different from the 2007 CIP List. McCarty asked about the 117th and Sunnyside Road line item under Greenways. She asked why the project had been marked as acquired and planned, but the staff recommendation was to remove from the CIP List. Staff explained that this trail segment was being removed from the CIP because it became part of a larger trail system, the Mt. Scott/Scouters Mountain Trail Loop Master Plan. Therefore, the trail segment will not be a stand-alone project on the new CIP list, but the larger trail system will be. Archer suggested the Board move through the CIP List document section by section, beginning with Neighborhood Parks in Zone 1. He encouraged the Board to raise any issues, provide input or ask questions they have within each category. Krygier drew attention to the first project line item on the list, explaining that staff had “matched” the project plan with other completed projects in this instance. Staff recommended that Balfour and Bowman-Brae parks meet the 2007 CIP plan of a single additional neighborhood park in zone 1. Barth explained that the District’s philosophy is generally adverse to pocket parks. NCPRD’s current site classification requires a neighborhood park to cover 3 to 5 acres. At the time of the 2007 CIP List, however, a neighborhood park only needed to cover 2 acres. When combined, Balfour Park (0.8 acres) and Bowman-Brae Park (0.69 acres) come very close to meeting the threshold for a single neighborhood park by 2007 standards. McCarty asked whether a neighborhood park is still needed in zone 1. Barth stated that the two parks discussed meet the 2007 CIP definition of a neighborhood park and can fill that requirement, if desired by the Board. McCarty explained that Chair Wilda Parks and she live in this neighborhood (within zone 1) and given the presence of several schools and other recreating spaces, she believes the need for a neighborhood park is not as great as in other areas of the District. The Board moved onto neighborhood parks in zone 2. Fisher stated he did not understand why Bunell Park was even listed. Krygier explained that staff have not made a recommendation on this line item precisely because it required discussion. Barth states that the park is an NCPRD asset and the Board should make a determination about whether to continue to maintain or sell the property. Fisher states that he drives past Bunell Park frequently and has never seen anyone in the park. Barth concurred. Fisher stated that residents had informed him Bunell was used as an informal dog park. Fisher stated that he is concerned about what to tell his constituents. On this CIP List, there are four neighborhood parks slated for Oatfield, two in Southgate, but only one in Oak Lodge. By population alone, Fisher continued, there should be more parks in the Oak Lodge area of the District. He stated that the heat maps used to place projects do not represent reality. Fisher asked Barth how many assets NCPRD has in Jennings Lodge and asked him to identify a single park there. Barth explained that the Jennings Lodge neighborhood is a half-mile from one of the largest parks on the

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Willamette River, Meldrum Bar. Fisher stated that this park is not in the District and Jennings Lodge constituents’ tax dollars are not going to Meldrum Bar. Barth explained that their tax dollars are going to NCPRD assets throughout the District and that the organization does not have the funds to develop parks in immediate proximity of every household and that other park and open space areas, even those managed by school districts or neighboring cities need to be considered in making investment decisions with limited resources. This is standard practice among park and recreation agencies when evaluating site locations. Fisher asked about the status of Hull Street and Swanson Place open spaces. He suggested cleaning the park up and making it available for nature play. Williamson stated that staff is working with Oak Lodge Sanitary District (OLSD) to develop the Boardman Slough area nearby. McCarty asked whether Fisher would want three neighborhood parks in the Oak Lodge area of the District. Lynn Fisher stated that based on population, Oak Lodge should have more parks. McCarty stated that there are more schools in this geographical area, as well. There was further discussion regarding the locations determined by the GreenPlay heat maps. Barth explained that the analysis of District services does not distinguish between parks maintained or owned by NCPRD and those that are not—it simply analyzes the distance residents are from any park. Barth continued that the District could partner with the Oregon City School District as it has with NCSD to help improve the school facilities serving District residents in the Jennings Lodge area. It is difficult to defend locating a public park directly across the street from a public school when areas of the District have neither a public school nor a public park. Fisher expressed concern that taxpayers feel like they’re paying for Hood View Park, a park that is 20 miles away and that they never use. Barth explained that to develop new parks in every area of need in the District will require new funding sources. Brett Sherman stated that even Happy Valley residents do not “bring their children” to Hood View Park. BCS Director Barth corrected that statement by noting that District Recreation staff analysis shows the majority of users of Hood View Park were District residents, with the majority of those residing east of 205. There was further discussion regarding which residents use which NCPRD parks. Archer emphasized that this is a preliminary discussion regarding the CIP List and that the discussion will continue at future DAB meetings. McCarty asked whether Fisher’s constituents would want a community park instead of one or two new neighborhood parks. Fisher replied that his constituents want neighborhood parks. Barth expressed concern regarding building a facility on the border of the District. Fisher stated that Jennings Lodge is not on the border of the District, although it does have an exterior border on the southern side. Note from Director Barth – Mr. Fisher represents the at-large “west-side of I205 unincorporated area” which includes all of the District area west of I205 excluding the City of Milwaukie who has their own DAB representative. Fisher also stated that he does not see any items on the list related to the Concord School. That is a large available space to build a park in an area that traditionally does not have very much land. He lamented that to let another 4 acre parcel sell without attempting to acquire it would be a shame. BCS Director Barth noted that the District is having productive conversations with the North Clackamas School District regarding the future of Concord but those discussions are confidential and on-going until such time as we receive additional direction from our respective Boards. We anticipate sharing the results of these conversation in the near future with the DAB. Barth explained that by the end of this CIP List process, the District wants a plan that every member of the DAB and Board reach consensus on, adopts and supports and defends going forward. He stated that it’s in the District’s best interest to move forward with a plan with majority support so staff can execute that plan with confidence that it is in compliant with the adopted CIP.

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McCarty asked if staff could add a column to the table that identified where the park falls in relation to the zones. Staff confirmed this was possible. Williamson explained that staff were trying to reduce the confusion by omitting the zone labels to avoid distinguishing between the 2007 zone boundaries and the 2014 zone boundaries. McCarty stated that any zone boundaries would be helpful (i.e. 2007, 2014 or the proposed five-zone map from the SDC Methodology Update) and that it may help her to view the CIP projects in terms of equity throughout the District. The Board reached a stopping point before taking a deeper look at Neighborhood Parks in Zone 3. Archer provided a timeline of the process to update the CIP Project List. He pointed out that the public outreach part of this process has not begun yet and will likely need to be pushed out until the DAB’s CIP discussion concluded. McCarty asked whether the CIP List needed to be finalized before starting the process to go out on the ballot for independence (reforming under ORS 266). Barth stated that the Board should have a good idea of the CIP plan before going on the ballot. It is important, but not as important as if NCPRD was trying to go out for a General Obligation Bond to fund projects on the CIP. In that case the CIP List would need to be finalized and adopted in advance of that funding measure. Archer asked the Board to look at their schedules and determine whether meeting more frequently over the next several months would be possible. He explained that staff are trying to help the Board reconcile many different planning documents and plans from over the life of NCPRD. Bersie asked whether staff knew of any other measures that would be going to the ballot in November 2017. Barth does not yet know of any measures going to the ballot at that time. The Study Session was adjourned.

Written Notes from Group Discussion

• Each neighborhood park be represented as its own line item (e.g. do not list “4 Neighborhood Parks in X neighborhood”)

• Visually represent partially complete items (e.g. Additional Sports Fields) • Visually represent unfinished projects we’re removing from the list (e.g. How to show multiple trail

segments feeding into one trail system?) A. Neighborhood Parks - Zone 1 (2007 zone boundaries)

• Do Balfour and Bowman-Brae Parks satisfy the 2.0 acre neighborhood park requirement? A. Neighborhood Parks – Zone 2 (2007 zone boundaries)

• Does Bunell count as a neighborhood park (given its small size)? • Should NCPRD sell Bunell Park property? • Why is there one neighborhood park slated for Oak Lodge when there are four slated for the Oatfield

neighborhood and none in Jennings Lodge?

DAB DIVISION REPORTS

February 2016

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Division: NCPRD Administration/Finance

FINANCIAL REPORTS: Audit Updates The external auditors, Moss Adams, LLP have completed their audit for fiscal year 2015/2016. The financial statements were issued with an audit report date of November 8, 2016. The Comprehensive Annual Financial Report (CAFR) has been submitted to the State of Oregon Audits Divisions and to the Government Finance Officers Association for consideration for the Certificate of Achievement in Financial Reporting for fiscal year 2015/2016. If you would like a copy of the CAFR for fiscal year 2015/2016, please let Laura know. Quarterly Financial Reports The 2nd Quarterly Financial Report, for the period July 1, 2016 through December 31, 2016 will be presented at the District Advisory Board on February 8, 2017. If you have any questions in the interim, please call Laura Zentner at 503.742.4351 or email her at [email protected]. BUDGET UPDATES: Budget – Fiscal Year 2017/2018 We have just kicked off the budget process for fiscal year 2017/2018. Staff have updated their revenue and expenditure projections for fiscal year 2016/2017 and this information will be used to determine the estimated beginning fund balances for fiscal year 2017/2018. The budget document is adopted in June of each fiscal year and is the culmination of several months of work by NCPRD staff, NCPRD management team, County Administration, District Advisory Board, NCPRD Budget Committee and Board of County Commissioners. Following are some of the key milestones over the next several months:

• Preparation of budgets by Staff – January/February 2017 • Review of budgets by District Director and BCS Finance Team – February/March 2017 • Review of budgets by County Administrator (District Budget Officer) – April 2017 • Review of budgets by District Advisory Board – April 2017 • Review of budget by District Budget Committee – May 2017 • Adoption of budget by District Board (BCC) – June 2017

Budget Committee All citizen appointed positions on the Budget Committee are currently filled. The current budget committee includes:

Board of County Commissioners Citizen Members Jim Bernard, Chair Macy Gast Vacant, Commissioner Renee King Paul Savas, Commissioner Eric Shawn Martha Schrader, Commissioner Dick Shook Ken Humberston, Commissioner Andrew Watkins

STAFF UPDATE Josh Brandl joined our NCPRD team as a Sports Program Coordinator, filling the position vacated by Jennifer House. Josh has eight years of experience as a parks and recreation professional with three of those years as a Recreation Supervisor with the Willamalane Parks and Recreation District.

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An offer of employment has been extended for the vacant Planning Manager position and we are in the process of finalizing the paperwork.

ACCOUNTS PAYABLE Each week, NCPRD Finance processes payment vouchers for the invoices and purchase orders received throughout the week. Once approved, the vouchers are sent to County Finance where the checks are cut and sent back to NCPRD for mailing. Following are each week’s payment totals for December 2016 and January 2017: PAYROLL Each month, NCPRD Finance reconciles payroll for the previous month. Below please find the most recent months: December 2016

Parks Maint. Rec. Sports Milw.

Center Aquatic Park

Comm. Relations Nutrition Trans. Planning Nat.

Resources

TOTAL

07702 07703 07717 07704 07705 07706 07707 07708 07715 07716 2-Dec 37,954.22 11,642.88 31,269.61 23,746.15 42,751.66 8,254.21 17,727.89 4,579.15 993.37 8,589.98 187,509.13

16-Dec 24,323.70 6,930.88 18,567.66 16,149.85 31,651.40 4,483.48 11,969.93 3,477.67 678.29 6,095.91 124,328.78 30-Dec 24,140.29 7,609.76 24,146.95 16,580.44 30,987.75 5,041.88 11,541.87 3,452.70 682,74 6,208.18 130,392.58

Total 86,418.21 26,183.52 73,984.21 56,476.45 105,390.81 17,779.58 41,239.69 11,509.52 2,354.41 20,894.08 442,230.49

January 2017 Please note that Admin (program 07701) does not have payroll charges as it is allocated among all NCPRD departments.

NCPRD DAB All positions on the District Advisory Board are currently filled. The current DAB includes:

Wilda Parks – City of Milwaukie Appointee, Chair Brett Sherman – City of Happy Valley Appointee Bill Bersie – Milwaukie Center Appointee Suzanne Montalbano, East of I-205 City of Happy Valley Sharon Koester, East of I-205 Unincorporated Sandra Grzeskowiak, East of I-205 Susan McCarty, West of I-205 Unincorporated David Noble, West of I-205 Unincorporated Lynn Fisher, Unincorporated At-Large

January 2017 Date # of Checks Weekly Total Jan-3 18 $ 27,665.46 Jan-9 23 $ 43,615.63

Jan-18 7 $ 29,353.50 Jan-23 24 $ 25,211.89 Jan-30 36 $ 64,712.77 TOTAL 101 $ 190,559.25

December 2016 Date # of Checks Weekly Total Dec-5 25 $ 44,723.26

Dec-12 30 $ 41,463.51 Dec-19 34 $ 38,042.94 Dec-27 12 $ 75,886.83 TOTAL 101 $ 200,116.54

Parks Maint. Rec. Sports Milw.

Center Aquatic Park

Comm. Relations Nutrition Trans. Planning Nat.

Resources TOTAL

07702 07703 07717 07704 07705 07706 07707 07708 07715 07716 13-Jan 32,850.43 9,734.16 22,012.14 19,786.09 39,796.54 6,426.51 13,151.03 4,284.99 718.88 7,488.15 156,248.92 27-Jan 34,737.40 10,314.47 28,973.95 20,438.22 34,853.43 6,818.09 12,965.75 4,069.27 1,248.40 9,257.19 163,676.17

Total 67,587.83 20,048.63 50,986.09 40,224.31 74,649.97 13,244.60 26,116.78 8,354.26 1,967.28 16,745.34 319,925.09

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Division: Marketing Event Promotion The Daddy Daughter Dinner Dance promotional efforts continued through the month of January. Immediately following sponsored Facebook event posts and an eblast to past participants, there was a large spike in registrations and the event list is near capacity. Promotional materials were also created and distributed for the upcoming Spaghetti Dinner, scheduled for February 25. Materials to increase awareness and participation include:

• Custom landing page at ncprd.com/spaghetti • Posters and flyers • Facebook event and posts • TV slides at NCPRD facilities • Event calendar listings

Advertising To continue awareness throughout the District for NCPRD programs and services, advertisements were placed with local media including:

• Clackamas Review – Rotating print ads promoting the Aquatic Park and general park awareness, as well as a print ad and event listing for Milwaukie Center’s programs and services in the Senior Living section.

• PDX Parent – Quarter page print ad in PDX Parent magazine and a digital newsletter ad promoting birthday parties at the North Clackamas Aquatic Park. A custom tracking URL has been created to track website visits from the digital newsletter ads.

Social Media The NCPRD Facebook page has reached a new milestone of 4,500 “likes,” a 14-percent increase over the same time last year. For a year over year comparison, January 2016 experienced a 4 percent increase over January 2015. NCPRD will continue to leverage social media platforms to increase engagement and awareness around NCPRD programs, events and news.

3,8033,971

4,501

3,400

3,600

3,800

4,000

4,200

4,400

4,600

Jan. 2015 Jan. 2016 Jan. 2017

FB L

ikes

NCPRD Facebook Likes

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Division: Sports Hoopers Basketball The NCPRD Hoopers basketball program is in full swing with all divisions of play hitting the hardwood in January. The program has 1,826 kindergarten through high schoolers participating! We are very excited that we had enough high school ladies register this season to run that division. The Hoopers basketball program utilizes sixteen school district courts for practices and games.

Cheer Starz The ten NCPRD Cheer Starz teams display their talent and keep the crowds entertained on Saturdays during Hoopers basketball games. NCPRD’s Cheer Starz has 55 children participating this season, kindergarten through eighth grade. Hood View Park Clackamas United Soccer Club has been keeping the fields busy on weeknights with Winter Academies and practices. Indications that spring is just around the corner are evident now that youth baseball and softball teams are shaking the rust off with weeknight practices. NCPRD’s Three Dawg Night winter adult softball league kicked off its sixth season on Sunday, January 22nd. Twelve teams are participating in the five-week league in 2017. The teams have appreciated the dry and sunny days for their games. Registration opened on January 24th for NCPRD’s Spring Fever adult softball league. The nine week Spring Fever League beings play on February 27th and concludes on April 28th.

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Other News NCPRD Sports staff met with Clackamas Little League, Clackamas Junior Baseball, Happy Valley Softball Association, Milwaukie Junior Baseball Association, North Clackamas Junior Softball Association and Putnam Youth Baseball on January 5th at the North Clackamas Aquatic Park to distribute field use and tournament dates for the 2017 season. NCPRD was awarded the 2016 ASA Girls 10B State Tournament. This tournament will be held at North Clackamas Park from June 30 to July 1. We are excited to announce the hiring of Josh Brandl to fill the vacant Sports Program Coordinator position. Josh has eight years of parks and recreation experience, with the last three years as a Recreation Supervisor with the Willamalane Park and Recreation District. Josh officially joined the NCPRD Sports team on Monday, January 23rd. Welcome aboard Josh!

Old Man Winter came back and visited us again in

January leaving us with a weeklong blanket of snow.

We enjoyed the visit, but

hope he doesn’t come back for a long, long time.

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Division: Recreation After a few days of the Milwaukie Center being closed due to inclement weather, people were happy to get back to their regular classes. There are almost 800 people enrolled in classes for the Winter term.

James Lusk’s Advanced Form Tai Chi class (pictured at right) performed at the Oregon Historical Society’s Chinese New Year program on Sunday, January 29th. They demoed fans, swords and open hand forms. This class has been together for ten years.

We held a Self-Defense Tactics for Citizens class on Monday, January 30th. Participants learned how to protect themselves from physical and verbal aggression. The instructor was also able to modify for people using wheel chairs and canes.

The International Lion Dance team wished the Milwaukie Center an abundance of everything for the new Lunar Year by performing a traditional and not so traditional lion dance on January 27th.

Children are fascinated with the colors, patterns, fur and shape of a lion head.

Sherry Ma volunteers her time with two others to teach people about Chinese Calligraphy.

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Division: Aquatic Park Five high school swim meets were held at the Aquatic Park this month. Two meets were cancelled due to the inclement weather. There were over 800 spectators that came to cheer on the high school swimmers during these meets. Winter swim lessons began this month with over 450 participants. Kayak classes continue to be a popular rental during the snowy/rainy and cold Oregon weather. Below is ENRG kayaking working with military veterans in our lap pool. This is their second year selecting us as their site for their kayak workshops!

Three Rivers Charter School joined us for a week of PE lessons in the water. They brought over 106 students to enjoy the benefits of physical education in the water. This marks their 6th year of the program.

We had one school group visit the Aquatic Park during the month of January for day group swim adventure. Also, we hosted for the third year in a row the end of swim season pool rental for our local Dolphins swim team!

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The Aquatic Park was closed due to snow on January 11th, 12th and 13th. Our maintenance staff did a great job clearing up the parking lot and sidewalks to allow us to open over the weekend. We were also closed due to ice on January 17th. While these closures were not planned, they provided us with an opportunity to complete necessary maintenance that required all pools to be closed.

After running a holiday break lifeguard course we conducted interviews and have hired 6 new staff members.

North Clackamas Aquatic Park will offer an extended Big Surf! Swim February 20th from noon to 4 p.m.

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Division: Milwaukie Center

Nutrition The Nutrition Program had more challenging days in January with snow and ice. We were able to make all the Meals on Wheels deliveries with the exception of one day—January 11th. On this particular Wednesday, the roads were so bad that ODOT required all vehicles to have chains. With this rule in force we had to make a tough decision to cancel Meals on Wheels for the first time EVER. Looking ahead to brighter days, there are a few events taking place at the Milwaukie Center. The Daddy Daughter Dinner Dance on February 4th is being catered by Nutrition staff. On February 25th is the annual Spaghetti Dinner. This is the first year that the Nutrition Program is partnering with the Friends of the Milwaukie Center. Half of the proceeds will benefit Meals on Wheels. The event is from 4 to 7 pm and tickets are available in the Friends’ gift shop or at the door. Sponsorships are welcomed, starting as low as $100. Please contact the Meals on Wheels office at 503-654-3030 for more information. Social Services Twice a month, Social Services staff offer older adult residents and persons with disabilities in North Clackamas Parks and Recreation District an opportunity to have a free thirty minute consultation with an attorney. Seven attorneys volunteer their time to answer questions related to elder law. Often times, patrons will have questions regarding estate planning, wills or trusts, advance directives and power of attorney. Three of the attorneys have expertise in Medicaid which is beneficial for the patrons who require this type of information. Annually, 188 patrons attend the senior law clinic and the volunteer attorneys provide approximately 145 volunteer hours of service. In addition, several of these attorneys are involved in the Healthy Aging workshops which social services staff coordinate at the Milwaukie Center. Several times per year, the volunteer attorneys present workshops on important topics such as essential documents for estate planning, wills or living trusts, planning for a ‘special needs trust’ for a dependent adult child, utilizing Medicaid benefits to cover long term care costs and probate. This months’ workshop on “Utilizing Medicaid and Veterans Benefits to Pay for Long Term Care Needs” presented by Liz Jessop, from the Law Offices of Geoff Bernhardt had 22 people in attendance. The upcoming March healthy aging presentation, “Wills and the Oregon Probate Process” already has 10 people pre-registered and it still several weeks away. Milwaukie Center patrons are grateful to have these programs offered.

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Maintenance It has been one of the long term goals of Milwaukie Center Staff to evaluate and enhance the aesthetics of the Milwaukie Center. Many of these improvements come in small steps such as changing a light or updating a paint color. We have thoughtfully planned a few large scale improvements, as well. These are vetted through the CCAB and then included in the annual budget. The new flooring in the Milwaukie Center is a fantastic example of this process producing wonderful results. Once the project was planned, many samples were acquired and input was received from staff, patrons and a design company to determine not only color and texture of the flooring to be installed, but the addition of detail or an overall design pattern. The facility received a much needed new floor, as the additional thought during planning produced a unique and beautiful floor that will take our facility one step further away from an institutional look. The flooring in the main dining area took one week to install along with one more large room in the south wing taking approximately 2 days. The total product and installation cost was $27,938.

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Division: Parks, Trails and Natural Areas

General Parks Maintenance 140 picnic tables were refurbished by Parks Maintenance staff. Vehicle damage was discovered on the sports field at Pfeifer Park.

Parks Trails and Natural Area Vandalism/Damages Unauthorized camp remnants were removed from Mount Talbert, Minthorn Natural Area, Johnson Creek/Luther Road Site and 3-Creeks Natural Area. North Clackamas Park Many large branches came down at North Clackamas Park, with an additional 3 trees removed entirely.

Vehicle damage on the sports field at Pfeifer Park Refurbished Picnic Tables

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Natural Area Maintenance • Live softwood stakes of willow, dogwood, etc. were collected from NCPRD sites and will be planted as

soon as the ground softens. • Both hazard and invasive tree management are a focus in the fall/winter when trees become dormant

and nesting season is over. • Preparing for planting season, finalizing orders of plants, preparing planting areas (removing blackberry

canes), and preparing for volunteer events. Scott Park An invasive laurel shrub, holly (<6 inch) and hawthorn tree were controlled and chipped at this site. Chipped materials will be used to help mulch the new native plantings that will be planted this February. Larger pieces of wood were taken to the Milwaukie Center for the Emergency Wood Program.

Stringfield Family Park The beaver dam at Stringfield was removed by Oak Lodge Sanitary District. The ponded water decreased the water level at the site leaving more bare ground in the riparian areas. Staff went through the site pulling out garbage that had floated downstream and got caught in the vegetation. A volunteer event has been scheduled for March 4th to plant native plants and mulch around plantings.

Homewood Park NCPRD has partnered with the Hector Campbell NDA on volunteer events to pull ivy from the site and we have worked closely to manage the property to decrease vandalism etc. One area in the site was attracting late night partying so NCPRD staff managed vegetation to help open that area to make it more visible and less attractive to “hide” in. An invasive cherry tree was controlled and limbs of a large cedar tree were trimmed. Chips from the cherry tree will be used on site to add a layer to the wood chip trail.

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MEMORANDUM DATE: February 2, 2017

TO: The District Advisory Board

FROM: NCPRD Staff

RE: Proposed Strategic Partnership with North Clackamas School District (NCSD)

Summary NCPRD and NCSD are finalizing a strategic partnership to provide new amenities and community spaces to meet the needs of the citizens of both districts. This strategic partnership provides many benefits to NCPRD. If approved by the Board and NCSD Board, NCPRD would own Concord Elementary School and Lake Road Administration building, two significant properties in underserved areas in the District. In addition, NCPRD would receive $15.78 million in cash. The rationale for the proposed partnership is to de-concentrate the capital currently held in Hood View Park to allow for more investment in a broader geographic area of the District.

How the cash proceeds from the sale could be reinvested will be determined with District Advisory Board recommendations for Board consideration at a later date. Some of the cash, however, would be required to pay off the Hood View Park debt of $5,160,000. Other benefits and possible uses of the cash are noted below.

NCSD also benefits from the partnership. Their plans call for the future conversion of neighboring Rock Creek Middle School into a new high school. The conversion will require a significant increase in sports facilities and Hood View Park meets those needs. In addition, NCSD can dispose of surplus property to NCPRD for community benefit.

Details of the Draft Agreement • NCPRD sells Hood View Park for $18.7 million to NCSD.• NCPRD receives Concord Elementary School (assigned value is $1.59 million).• NCPRD receives Lake Road Administration Building (assigned value is $1.33 million).• NCPPRD receives the balance of the value of Hood View Park in cash equal to $15.78 million.• The draft agreement could be executed this fiscal year, if approved by NCPRD and NCSD Boards.

NOTE: The values for all properties are based on current appraisals.

Property Information Hood View Park, Happy Valley Hood View Park, located on SE Stadium Way, was purchased by NCPRD and developed into a community park by NCPRD in 2009. A variety of funding sources were used to acquire and develop the property for an approximate cost of $18 million. The 36-acre park includes an all-weather sports complex for softball, soccer, a perimeter walking trail, a playground, restrooms and parking. The facility is programmed by NCPRD for District residents and users region-wide. Through an Intergovernmental Agreement NCSD also has use of Hood View Park in exchange for an initial capital investment that was made during the construction of Hood View Park. Pending negotiations, NCPRD would continue to program NCPRD activities at Hood View Park.

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Concord Elementary School, Oak Grove The two-story brick masonry building is situated on a six-acre parcel on SE Concord Road. The 47,000 sq. ft. building has been vacant since 2014 when NCSD decided to close the school due to declining enrollment. When NCSD was preparing to declare the school as surplus property and sell it, the community asked NCSD to delay disposition until alternative public uses could be considered. There is a strong sentiment from the community that the building and property be restored and used for public community benefit.

Lake Road Administration Building, Oak Grove The 18,000 sq. ft., two-story Lake Road Administration Building sits on a 2.5 acre parcel located on SE Lake Road and SE Freeman Road. In 2016, NCSD consolidated their administrative functions into a single office building on SE Freeman Way, leaving the Lake Road building vacant. NCSD has declared the property surplus and directed staff to sell the building.

Potential Benefits of the Strategic Partnership Some of the potential benefits of this strategic partnership are noted above. Other possible benefits and use of the proceeds are listed here: • Hood View Park debt and all of the remaining debt the District has carried since inception could be payed-

off. This would free-up over $1 million in annual revenue to be repurposed into critical district operationalneeds.

• The City of Happy Valley leadership has expressed concern that the facility was a large capital investmentthat mainly benefited non-District users. This strategic sale to NCSD addresses this concern.

• Proceeds from the sale could be reinvested in other Happy Valley area park needs.• Concord Elementary School and property could be redeveloped for park and other public uses in an

underserved park area with broad community support.• Acquisition of the School District’s Lake Road Administration building property would allow for possible

reuse of the building for a community, non-profit or private use, and a possible neighborhood park.• Proceeds from the partnership could support a variety of NCPRD financial needs including supplementing

the capital reserve fund, funding other capital projects, acquiring park property, and/or co-locating ofNCPRD staff.

• The Hood View Park property provides NCSD with necessary sports fields for the planned conversion ofRock Creek Middle School into a high school.

• The partnership establishes a firm working relationship with NCSD for possible future endeavors.

Financial Implications Based on the current schedule, the primary fiscal implications will be included in the FY2017/2018 Budget which will include new cash funds, debt defeasance, building maintenance, and other related sources and uses. Due diligence activities such as environmental assessments and hazardous material surveys are included in the FY 2016/2017 Planning Division Budget. Costs are estimated to be approximately $30,000-$40,000.

Staff Recommendation If this strategic partnership agreement is approved, staff will conduct extensive public outreach through the District Advisory Board to develop options on how to best use the newly acquired buildings and how to reinvest the cash proceeds for Board consideration and direction.

NCPRD Staff is seeking input and response from the District Advisory Board

North Clackamas Parks & Recreation District & North Clackamas School District Strategic Partnership

TIMELINE

Meeting Date & Time Location Public Comment Action

NCPRD—BCC Meeting Tuesday, 2/7 9:30 a.m.

2051 Kaen Road, Oregon City, OR 97045

NCPRD—DAB Meeting Wednesday, 2/8 5:00 p.m.

5440 SE Kellogg Creek Drive Milwaukie, OR 97222

NCSD School Board Meeting Thursday, 2/9 7:00 p.m.

12400 SE Freeman Way, Milwaukie, OR 97222



NCPRD—BCC Meeting Thursday, 3/9 10:00 a.m.

2051 Kaen Road, Oregon City, OR 97045



Key to Abbreviations North Clackamas School District (NCSD) North Clackamas Parks & Recreation District– Board of County Commissioners (BCC) North Clackamas Parks & Recreation District– District Advisory Board (DAB)

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Concord Elementary School Property

Property Details

Location: 3811 SE Concord Road

Milwaukie, OR 97267

Site Size: 6 acres

Building Size: 47,000 sq. ft.

Current Use: Former school building

NCPRD: Inside NCPRD – SDC Zone 2

Ownership: North Clackamas SD #12

Concord Elementary

School

Concord Elementary

School

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Lake Road Administration Property

Property Details

Location: 4444 SE Lake Road

Milwaukie, OR 97222

Site Size: 2.6 acres

Building Size: 18,000 sq. ft.

Current Use: Former administration building


Ownership: North Clackamas SD #12

Lake Road Administration

Building

Lake Road Administration

Building

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Hood View Park Property

Property Details

Location: 16223 SE Stadium Way

Happy Valley, OR 97086

Site Size: 36 acres

Current Use: Community park


Ownership: NCPRD

Verne A. Duncan Elementary School

Rock Creek Middle School

Hood View Park Hood View Park

Verne A. Duncan Elementary School

Rock Creek Middle School

DRAFT v.1 07 December 2016

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NORTH CLACKAMAS SCHOOL DISTRICT & NORTH CLACKAMAS PARKS AND RECREATION DISTRICT

STRATEGIC PARTNERSHIP PURCHASE AND SALE AGREEMENT

THIS STRATEGIC PARTNERSHIP PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the last date of signature indicated below (the “Effective Date”), by and between North Clackamas School District (the “District”), an Oregon municipal entity, and North Clackamas Parks and Recreation District (“NCPRD”), a county service district established pursuant to Oregon law.

RECITALS

NCPRD is the owner of an approximately 36 acre park site located in the County of Clackamas, State of Oregon, commonly known as Hood View Park, and more particularly described in Exhibit A attached hereto and incorporated herein by reference (“Hood View”).

The District is the owner of approximately 5.97 acres acres of real property located at 3811 SE Concord Road, Milwaukie, in the County of Clackamas, State of Oregon, commonly known as Concord Elementary, and more particularly described in Exhibit B attached hereto and incorporated herein by reference (“Concord”).

The District is the owner of approximately 2.59 acres of real property located at 4444 SE Lake Road, Milwaukie, in the County of Clackamas, State of Oregon, commonly known as the Lake Road Administration Building, and more particularly described in Exhibit C attached hereto and incorporated herein by reference (“Admin Building”).

This Agreement contemplates an exchange of all three properties listed above plus cash considerations. The District desires to purchase Hood View, and NCPRD is willing to sell Hood View in return for Concord, the Admin Building, and $15.78 million in cash. The terms of this Agreement are as follows:

TERMS

1. Purchase and Sale. NCPRD agrees to sell and convey Hood View to the District. TheDistrict agrees to sell and convey to NCPRD both Concord and the Admin Building uponthe terms and conditions set forth in this Agreement.

2. Purchase Price. The Purchase Price to be paid by the District for Hood View shall beEIGHTEEN MILLION SEVEN HUNDRED THOUSAND 00/100 DOLLARS($18,700,000.00), consisting of Concord with a valuation of One Million Five HundredNinety Thousand and 00/100 Dollars ($1,590,000.00), the Admin Building with avaluation of One Million Three Hundred Thirty Thousand and 00/100 Dollars


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($1,330,000.00) and cash in an amount of Fifteen Million Seven Hundred Eighty Thousand and 00/100 Dollars ($15,780,000.00) (collectively, the “Purchase Price”).

3. Payment of Purchase Price. The Purchase Price shall be payable as follows:

a) Deposit. Within ten (10) days after execution of this Agreement, District shalldeposit into escrow the sum of ONE HUNDRED FIFTY-SEVEN THOUSANDEIGHT HUNDRED and 00/100 DOLLARS ($157,800.00) (the “EscrowDeposit”) to ______ Title Company (“Escrow Holder” or “Title Company”). AtClosing, the Escrow Deposit, together with interest on it, if any, shall be creditedtoward payment of the Purchase Price.

b) Cash Balance. On or before the closing date, District shall deposit into escrowcash via a wire transfer of funds, a certified check, or a cashier's check for thebalance of the cash portion of the Purchase Price.

c) Real Property. On or before the closing date, the District shall deposit into escrowdeeds to convey Concord and the Admin Building, and NCPRD shall deposit intoescrow a deed conveying Hood View.

4. Closing Date. This transaction shall close no later than one hundred and twenty (120)days after execution of this Agreement, unless otherwise extended as set forth herein (the“Closing Date” or “Closing”).

5. Conditions Precedent to Closing.

a) Conditions Precedent to NCPRD's Obligations. In addition to any otherconditions contained in this Agreement, the following conditions precedent mustbe satisfied before NCPRD will become obligated to sell Hood View and acquireConcord and the Admin Building under this Agreement. These conditions areintended solely for NCPRD’s benefit and NCPRD shall have the sole right anddiscretion to waive or not waive, by written notice, any of the conditions. In theevent any such condition precedent is not satisfied or waived on or beforeClosing, or other date as set forth herein, NCPRD shall have the right to terminatethis Agreement, and to exercise any other remedy available. The conditionsprecedent are:

i) Title Report. Within fifteen (15) days following the Effective Date of thisAgreement, NCPRD shall order at its own expense a preliminary TitleReport covering Concord and the Admin Building, together with legiblecopies of all plats and exceptions to title referenced in the Title Report.

A. Within thirty (30) days of receiving the Title Report and theExceptions documents, NCPRD shall reasonably determine andprovide written notice to District of any special exceptions that


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NCPRD shall require District to remove of record at or before Closing (the “Unacceptable Exceptions”). Special exceptions not objected to are referred to as “Permitted Exceptions.” Within fifteen (15) days of receipt of the list Unacceptable Exceptions, Districtshall inform NCPRD in writing that District shall remove suchexceptions at District’s sole cost at or before closing or informNCPRD in writing that it is unable to remove any such exception. Inthe event that there are any Unacceptable Exceptions which Districtdoes not agree to remove at or before closing, the Parties will worktogether in good faith to reach a resolution. If no resolution can bereached, then NCPRD shall have the option to either accept title tothe Property subject to such exception, and the exception shallthereafter be considered a Permitted Exception, or NCPRD mayterminate this Agreement and the Escrow Deposit shall be refunded.

B. All new exceptions appearing on subsequent title reports shall beconsidered Unacceptable Exceptions, unless accepted in writing byNCPRD. If any condition is not acceptable to NCPRD, it shall havethe option to terminate this Agreement and must exercise such rightin writing within 15 days of receiving notice of a subsequent titleexception.

ii) Title. At Closing the District shall convey fee simple title to Concord andthe Admin Building by statutory warranty deed. Title shall be good andmarketable and shall be insurable for their components of the PurchasePrice as such at ordinary rates pursuant to an ALTA standard owner’s titleinsurance policy issued at Closing by the Title Company insuring feesimple title vested in NCPRD or its nominees and free and clear of allliens and encumbrances except for the Permitted Exceptions as definedbelow (the “Title Policy”).

iii) Environmental Review. Before Closing, NCPRD may, at its expense,engage consultants, surveyors or engineers of NCPRD's choosing toconduct environmental studies, soil analyses, surveys, and appraisals ofConcord and/or the Admin Building as NCPRD in its sole discretiondeems necessary. Within ten (10) days after the Effective Date, Districtshall deliver to NCPRD a copy of all environmental studies or analysesrelating to Concord and the Admin Building within its possession orcontrol. NCPRD or its agents shall have the right to enter Concord andthe Admin Building at reasonable times before Closing to make such tests,inspections, soil analyses, studies, surveys, appraisals and otherinvestigations as NCPRD may require, at NCPRD's sole discretion.


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District shall cooperate with NCPRD in making such tests and studies. Any area disturbed by such tests and studies shall be restored by NCPRD, at NCPRD’s expense, to its pre-inspection condition. It shall be a condition to Closing that the results of such environmental studies, surveys or analyses be acceptable to NCPRD in its sole discretion. Within one hundred and twenty (120) days of the Effective Date, NCPRD shall notify the District if NCPRD cannot accept the Property due to the results of its investigation under this section. If NCPRD and District have not reached an agreement regarding the items disclosed in the investigation within seventy-five (75) days of the Effective Date then NCPRD may, at its option and upon written notice to District, terminate this Agreement, in which case the Escrow Deposit and accrued interest shall be refunded to District.

iv) Boundaries/Access; Delivery of Surveys and Reports. It is a condition toClosing that: (1) there are no discrepancies in the boundaries of Concordand the Admin Building; (2) there are no encroachments or prescriptive oradverse rights on or affecting Concord and the Admin Building or anyportion thereof; and (3) Concord and the Admin Building have insurablevehicular access. If NCPRD notifies District prior to the Closing Date thatany of the requirements are not satisfied, the Closing Date shall beautomatically extended for a 45-day period so that District and NCPRDmay address the issue(s). If at the end of the 45-day period, NCPRD andDistrict have not reached an agreement regarding the items disclosed inthe investigation, then NCPRD may, at its option and upon written noticeto District, terminate this Agreement, in which case the Escrow Depositand accrued interest shall be refunded. Within ten (10) days afterexecution of this Agreement, District shall deliver to NCPRD a copy of allsurveys made of Concord and the Admin Building and in the possession ofDistrict, as well as any environmental or other reports, test data or studiesrelating specifically to the Property and in District's possession or control.If District knows of any such surveys, studies or reports that are not inDistrict's possession, District shall notify NCPRD of the existence of suchreports.

v) Delivery of Property. District shall deliver Concord and the AdminBuilding free and clear of any encumbrances.

vi) Representations, Warranties, and Covenants of District. The District shallhave duly performed every act to be performed by the District hereunderand the District's representations, warranties, and covenants set forth inthis Agreement shall be true and correct as of the Closing Date.


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vii) No Material Changes. At the Closing Date, there shall have been nomaterial adverse changes related to or connected with Concord and/or theAdmin Building.

viii) District's Deliveries. The District shall have timely delivered each item tobe delivered by the District pursuant to this Agreement. In the event thatNCPRD does not object to the timeliness of delivery of any document(s)within five (5) days of their receipt by NCPRD, this condition shall bedeemed waived with regards to any such documents.

ix) Title Insurance. As of the close of the escrow, the Escrow Holder shallhave issued or committed to issue the Title Policy to NCPRD.

x) Taxes. District agrees that all taxes, assessments and encumbrances thatmay be a lien against Concord and the Admin Building at Closing (such asassessment districts, right-of-way fees, improvement districts, etc.),whether or not those charges would constitute a lien against Concord orthe Admin Building at settlement, shall be satisfied of record by District.

b) Conditions Precedent to District's Obligations. In addition to any other conditionscontained in this Agreement, the following conditions precedent must be satisfiedbefore District will become obligated to sell Concord and the Admin Building andacquire Hood View under this Agreement. These conditions are intended solelyfor the District’s benefit and the District shall have the sole right and discretion towaive or not waive, by written notice, any of the conditions. In the event anysuch condition precedent is not satisfied or waived on or before Closing, or otherdate as set forth herein, District shall have the right to terminate this Agreement,and to exercise any other remedy available. The conditions precedent are:

i) Title Report. Within fifteen (15) days following the Effective Date of thisAgreement, District shall order at its own expense a preliminary TitleReport covering Hood View, together with legible copies of all plats andexceptions to title referenced in the Title Report.

A. Within thirty (30) days of receiving the Title Report and theExceptions documents, District shall reasonably determine andprovide written notice to NCPRD of any special exceptions thatDistrict shall require NCPRD to remove of record at or beforeClosing (the “Unacceptable Exceptions”). Special exceptions notobjected to are referred to as “Permitted Exceptions.” Within fifteen(15) days of receipt of the list Unacceptable Exceptions, NCPRDshall inform District in writing that NCPRD shall remove suchexceptions at NCPRD’s sole cost at or before closing or informDistrict in writing that it is unable to remove any such exception. In


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the event that there are any Unacceptable Exceptions which NCPRD does not agree to remove at or before closing, the Parties will work together in good faith to reach a resolution. If no resolution can be reached, then District shall have the option to either accept title to the Property subject to such exception, and the exception shall thereafter be considered a Permitted Exception, or District may terminate this Agreement and the Escrow Deposit shall be refunded to District.

B. All new exceptions appearing on subsequent title reports shall beconsidered Unacceptable Exceptions, unless accepted in writing byDistrict. If any condition is not acceptable to District, it shall havethe option to terminate this Agreement and must exercise such rightin writing within 15 days of receiving notice of a subsequent titleexception.

ii) Title. At Closing NCPRD shall convey fee simple title to Hood View bystatutory warranty deed. Title shall be good and marketable and shall beinsurable for the Purchase Price as such at ordinary rates pursuant to anALTA standard owner’s title insurance policy issued at Closing by theTitle Company insuring fee simple title vested in District or its nomineesand free and clear of all liens and encumbrances except for the PermittedExceptions as defined below (the “Title Policy”).

iii) Environmental Review. Before Closing, District may, at its expense,engage consultants, surveyors or engineers of District's choosing toconduct environmental studies, soil analyses, surveys, and appraisals ofHood View as District in its sole discretion deems necessary. Within ten(10) days after the Effective Date, NCPRD shall deliver to District a copyof all environmental studies or analyses relating to the Property within itspossession or control. District or its agents shall have the right to enterHood View at reasonable times before Closing to make such tests,inspections, soil analyses, studies, surveys, appraisals and otherinvestigations as District may require, at District's sole discretion.NCPRD shall cooperate with District in making such tests and studies.Any area disturbed by such tests and studies shall be restored by District,at District’s expense, to its pre-inspection condition. It shall be acondition to Closing that the results of such environmental studies,surveys or analyses be acceptable to District in its sole discretion. Withinsixty (60) days of the Effective Date, District shall notify NCPRD ifDistrict cannot accept Hood View due to the results of its investigationunder this section. If NCPRD and District have not reached an agreementregarding the items disclosed in the investigation within seventy-five (75)


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days of the Effective Date then District may, at its option and upon written notice to NCPRD, terminate this Agreement, in which case the Escrow Deposit and accrued interest shall be refunded to District.

iv) Boundaries/Access; Delivery of Surveys and Reports. It is a condition toClosing that: (1) there are no discrepancies in the boundaries of HoodView; (2) there are no encroachments or prescriptive or adverse rights onor affecting Hood View or any portion thereof; and (3) Hood View hasinsurable vehicular access. If District notifies NCPRD prior to the ClosingDate that any of the requirements are not satisfied, the Closing Date shallbe automatically extended for a 45-day period so that District and NCPRDmay address the issue(s). If at the end of the 45-day period, NCPRD andDistrict have not reached an agreement regarding the items disclosed inthe investigation, then District may, at its option and upon written noticeto NCPRD, terminate this Agreement, in which case the Escrow Depositand accrued interest shall be refunded. Within ten (10) days afterexecution of this Agreement, NCPRD shall deliver to District a copy of allsurveys made of Hood View in the possession of NCPRD, as well as anyenvironmental or other reports, test data or studies relating specifically tothe Property and in NCPRD's possession or control. If NCPRD knows ofany such surveys, studies or reports that are not in NCPRD's possession,NCPRD shall notify District of the existence of such reports.

v) Delivery of Property. NCPRD shall deliver Hood View free and clear ofany encumbrances.

vi) Representations, Warranties, and Covenants of District. NCPRD shallhave duly performed every act to be performed by NCPRD hereunder andthe NCPRD's representations, warranties, and covenants set forth in thisAgreement shall be true and correct as of the Closing Date.

vii) No Material Changes. At the Closing Date, there shall have been nomaterial adverse changes related to or connected with Hood View.

viii) District's Deliveries. NCPRD shall have timely delivered each item to bedelivered by NCPRD pursuant to this Agreement. In the event that theDistrict does not object to the timeliness of delivery of any document(s)within five (5) days of their receipt by District, this condition shall bedeemed waived with regards to any such documents.

ix) Title Insurance. As of the close of the escrow, the Escrow Holder shallhave issued or committed to issue the Title Policy to District.

x) Taxes. NCPRD agrees that all taxes, assessments and encumbrances thatmay be a lien against Hood View at Closing (such as assessment districts,


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right-of-way fees, improvement districts, etc.), whether or not those charges would constitute a lien against the property at settlement, shall be satisfied of record by District.

c) Failure of Conditions to Closing. In the event any of the conditions set forth inSection 5(a) or (b) are not timely satisfied or waived, for a reason other than thedefault of NCPRD or the District under this Agreement:

i) This Agreement, the escrow, and the rights and obligations of NCPRD andthe District shall terminate, except as otherwise provided herein; and

ii) The Escrow Holder is hereby instructed to promptly return to the Districtand NCPRD all funds and documents deposited by them, respectively, inescrow that are held by the Escrow Holder on the date of the termination.

d) Cancellation Fees and Expenses. In the event the escrow terminates for whateverreason, the cancellation charges required to be paid by and to the Escrow Holdershall be borne by both parties equally.

6. Deliveries to Escrow Holder.

a) By District. On or before the Closing Date, the District shall deliver the followingin escrow to the Escrow Holder:

i) Purchase Price. The cash portion of the Purchase Price and District’sshare of costs and fees.

ii) Deed. Statutory warranty deeds duly executed and acknowledged inrecordable form by the District, conveying Concord and the AdminBuilding to NCPRD subject only to the special exceptions acceptable toNCPRD as established under Section 5 of this Agreement, and any othermatters that may be approved in writing by NCPRD prior to Closing.

iii) Nonforeign Certification. The District represents and warrants that it isnot a "foreign person" as defined in IRC §1445. The District will give anaffidavit to NCPRD to this effect in the form required by that statute andrelated regulations.

iv) Proof of Authority. Such proof of the District's authority andauthorization to enter into this Agreement and consummate the transactioncontemplated by it, and such proof of the power and authority of thepersons executing and/or delivering any instruments, documents, orcertificates on behalf of the District to act for and bind the District, as maybe reasonably required by the Escrow Holder and/or NCPRD.


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v) Lien Affidavits. Any lien affidavits or mechanic's lien indemnifications asmay be reasonably requested by the Escrow Holder in order to issue theTitle Policies.

vi) Other Documents. Such other fully executed documents and funds,including without limitation, escrow instructions, as are required ofDistrict to close the sale in accordance with this Agreement or as may berequired by Escrow Holder.

b) By NCPRD. On or before the Closing Date, NCPRD shall deliver the followingin escrow to the Escrow Holder.

i) Deed. A statutory warranty deed duly executed and acknowledged inrecordable form by NCPRD, conveying Hood View to the District subjectonly to the special exceptions acceptable to the District as establishedunder Section 5 of this Agreement, and any other matters that may beapproved in writing by the District prior to Closing.

ii) Nonforeign Certification. NCPRD represents and warrants that it is not a"foreign person" as defined in IRC §1445. NCPRD will give an affidavitto the District to this effect in the form required by that statute and relatedregulations.

iii) Proof of Authority. Such proof of NCPRD’s authority and authorizationto enter into this Agreement and consummate the transaction contemplatedby it, and such proof of the power and authority of the persons executingand/or delivering any instruments, documents, or certificates on behalf ofthe District to act for and bind NCPRD, as may be reasonably required bythe Escrow Holder and/or the District.

iv) Lien Affidavits. Any lien affidavits or mechanic's lien indemnifications asmay be reasonably requested by the Escrow Holder in order to issue theTitle Policy.

v) Other Documents. Such other fully executed documents and funds,including without limitation, escrow instructions, as are required ofNCPRD to close the sale in accordance with this Agreement or as may berequired by Escrow Holder.

vi) Proof of Authority. Such proof of NCPRD's authority and authorization toenter into this Agreement and consummate the transaction contemplatedby it, and such proof of the power and authority of the persons executingand/or delivering any instruments, documents, or certificates on behalf of


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NCPRD to act for and bind NCPRD, as may be reasonably required by the Escrow Holder and/or the District.

7. Possession at Closing. Except as otherwise provided herein, the District shall deliverexclusive possession of Concord and the Admin Building to NCPRD at close of escrow,and NCPRD shall deliver exclusive possession of Hood View to the District at close ofescrow.

8. Title Insurance. At Closing, District shall provide, at its expense, the Title Policies forConcord and the Admin Building, and NCPRD shall provide, at its expense, the TitlePolicy for Hood View.

9. Costs. The Parties shall equally pay the cost of recording the statutory warranty deedsand the memorandums of purchase and sale, and all other recording charges, if any.District shall pay the premium for the Title Policies that District is obligated to provide toNCPRD, and NCPRD shall pay the premium for the Title Policy that NCPRD isobligated to provide to the District. Each party shall pay for all conveyance, excise,and/or transfer taxes payable by reason of the sale of each of the respective property bythe entity selling such property. NCPRD and District shall each pay one-half of allescrow fees and costs. NCPRD and the District shall each pay its own legal andprofessional fees of other consultants incurred by NCPRD and the District, respectively.All other costs and expenses shall be allocated between NCPRD and the District inaccordance with the customary practice in Clackamas County, Oregon.

10. District's Representations and Warranties. District hereby warrants and represents toNCPRD the following matters, and acknowledges that they are material inducements toNCPRD to enter into this Agreement. Subject to the limits of the Oregon Tort Claim Actand the Oregon Constitution, District agrees to indemnify, defend, and hold NCPRDharmless from all expense, loss, liability, damages and claims, arising out of the breach orfalsity of any of District’s representations, warranties, and covenants. Theserepresentations, warranties, and covenants shall survive Closing. District warrants andrepresents to NCPRD that the following matters are true and correct, and shall remaintrue and correct through and as of Closing:

a) Authority. District has full power and authority to enter into this Agreement (andthe persons signing this Agreement for District, if District is not an individual,have full power and authority to sign for District and to bind it to this Agreement)and to sell, transfer and convey all right, title, and interest in and to Concord andthe Admin Building in accordance with this Agreement. No further consent ofany partner, shareholder, creditor, investor, judicial or administrative body,governmental authority, or other party is required.

b) Legal Access. To the best of District's knowledge, both Concord and the AdminBuilding have insurable vehicular access to a public road.


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c) Hazardous Substances. For purposes of this Agreement, the phrase "HazardousSubstances" shall include but not be limited to the substances defined in ORS465.200. District warrants, represents, and covenants as follows:

i) To the knowledge of District, there are no Hazardous Substances in, upon,or buried on or beneath Concord or the Admin Building and no HazardousSubstances have been emitted or released from Concord or the AdminBuilding in violation of any environmental laws of the federal or stategovernment;

ii) To the knowledge of the District, no Hazardous Substances have beenbrought onto, stored on, buried, used on, emitted or released from, orallowed to be brought onto, stored on, buried, used on, emitted, releasedfrom, or produced or disposed of, from or on Concord or the AdminBuilding, in violation of any environmental laws of the federal or stategovernment;

iii) To the knowledge of District, no previously undisclosed undergroundstorage tanks are located on Concord or the Admin Building, including(without limitation) any storage tanks that contain, or previouslycontained, any Hazardous Substances, and District agrees not to cause orpermit any such tanks to be installed in Concord or the Admin Buildingbefore Closing;

iv) To the knowledge of District, Concord and the Admin Building arematerially in compliance with applicable state and federal environmentalstandards and requirements affecting it;

v) The District has not received any notices of violation or advisory action byregulatory agencies regarding environmental control matters or permitcompliance with respect to Concord or the Admin Building;

vi) The District has not transferred Hazardous Substances from Concord orthe Admin Building to another location that is not in compliance withapplicable environmental laws, regulations, or permit requirements. Tothe best of the District's knowledge, no other person has transferredHazardous Substances from Concord or the Admin Building to anotherlocation that is not in compliance with applicable environmental laws,regulations, or permit requirements; and

vii) There are no proceedings, administrative actions, or judicial proceedingspending or, to the best of District’s knowledge, contemplated under anyfederal, state, or local laws regulating the discharge of hazardous or toxicmaterials or substances into the environment.


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d) Contracts, Leases, Rights Affecting Property. District has not entered into, andwill not enter into, any other contracts for the sale of Concord or the AdminBuilding, nor do there exist nor will there be any rights of first refusal, options topurchase Concord or the Admin Building, leases, mortgages, licenses, easements,prescriptive rights, permits, or other rights or agreement, written or oral, expressor implied, which in any way affect or encumber Concord or the Admin Buildingor any portion thereof, excluding the continued occupancy arrangement describedin Section 5(a)(vi) hereof. The District has not sold, transferred, conveyed, orentered into any agreement regarding timber rights, mineral rights, water rights,“air rights,” or any other development or other rights or restrictions, relating toConcord or the Admin Building, and to District’s knowledge no such rightsencumber Concord or the Admin Building, and will not through Closing.

e) No Legal Proceedings. There is no suit, action, arbitration, judgment, legal,administrative, or other proceeding, claim, lien, or inquiry pending or threatenedagainst Concord or the Admin Building, or any portion thereof, or pending orthreatened against District which could affect District's right or title to Concord orthe Admin Building, or any portion thereof, affect the value of Concord or theAdmin Building or any portion thereof, or subject an owner of Concord or theAdmin Building, or any portion thereof, to liability.

f) Mechanics and Other Liens. No work on Concord or the Admin Building hasbeen done or will be done, or materials provided, giving rise to actual orimpending mechanic's liens, private liens, or any other liens, against Concord orthe Admin Building or any portion thereof.

g) Public Improvements or Governmental Notices. To the best of District'sknowledge, there are no intended public improvements which will result in thecreation of any liens upon Concord or the Admin Building or any portion thereof,nor have any notices or other information been served upon District from anygovernmental agency notifying District of any violations of law, ordinance, ruleor regulation which would affect Concord or the Admin Building or any portionthereof.

h) Breach of Agreements. The execution of this Agreement will not constitute abreach or default under any agreement to which District is bound or to whichConcord or the Admin Building is subject.

i) Possession. Except as specifically provided for herein, District will be able todeliver immediate and exclusive possession of the entirety of Concord and theAdmin Building to NCPRD at the close of escrow, and no one other than Districtwill be in possession of any portion of Concord or the Admin Buildingimmediately prior to close of escrow.

j) Bankruptcy Proceedings. No attachments, execution proceedings, assignmentsfor the benefit of creditors, insolvency, bankruptcy, reorganization, or other


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proceedings are pending or, to the best of District’s knowledge, threatened against the District, nor are any such proceedings contemplated by District.

k) Recitals. The statements and information set forth in the Recitals are true andcorrect.

l) Changed Conditions. If District discovers any information or facts that wouldmaterially change the foregoing warranties and representations or the transactionscontemplated by this Agreement, District shall immediately give written notice toNCPRD of those facts and information. If any of the foregoing warranties andrepresentations cease to be true before the close of escrow, District shall beobligated to use its best efforts to remedy the problem, at its sole expense, beforethe close of escrow. If the problem is not remedied before close of escrow,NCPRD may elect to either: (a) terminate this Agreement in which case NCPRDshall have no obligation to purchase Concord or the Admin Building and allescrow payments shall be refunded, or (b) defer the Closing Date for a period notto exceed ninety (90) days or until such problem has been remedied, whicheveroccurs first. If the problem is not remedied within that timeframe, NCPRD mayelect to terminate this Agreement. NCPRD's election in this regard shall notconstitute a waiver of NCPRD's rights in regard to any loss or liability suffered asa result of a representation or warranty not being true, nor shall it constitute awaiver of any other remedies provided in this Agreement or by law or equity.

11. District’s Representations, Warranties and Covenants Regarding Concord and theAdmin Building Through the Close of Escrow. The District further represents,warrants, and covenants that, until this transaction is completed or escrow is terminated,whichever occurs first, it shall:

a) Maintain Concord and the Admin Building in their present state;

b) Keep all existing insurance policies affecting Concord and the Admin Building infull force and effect;

c) Make all regular payments of interest and principal on any existing financing, ifapplicable; and

d) Comply with all government regulations.

12. NCPRD's Representations and Warranties. NCPRD hereby warrants and representsto the District the following matters, and acknowledges that they are materialinducements to NCPRD to enter into this Agreement. Subject to the limits of the OregonTort Claim Act and the Oregon Constitution, NCPRD agrees to indemnify, defend, andhold District harmless from all expense, loss, liability, damages and claims, arising out ofthe breach or falsity of any of NCPRD’s representations, warranties, and covenants.These representations, warranties, and covenants shall survive Closing. NCPRD


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warrants and represents to District that the following matters are true and correct, and shall remain true and correct through and as of Closing:

a) Authority. NCPRD has full power and authority to enter into this Agreement (andthe persons signing this Agreement for NCPRD, if NCPRD is not an individual,have full power and authority to sign for NCPRD and to bind it to thisAgreement) and to sell, transfer and convey all right, title, and interest in and toHood View in accordance with this Agreement. No further consent of anypartner, shareholder, creditor, investor, judicial or administrative body,governmental authority, or other party is required.

b) Legal Access. To the best of NCPRD's knowledge Hood View has insurablevehicular access to a public road.

c) Hazardous Substances. For purposes of this Agreement, the phrase "HazardousSubstances" shall include but not be limited to the substances defined in ORS465.200. NCPRD warrants, represents, and covenants as follows:

i) To the knowledge of NCPRD, there are no Hazardous Substances in,upon, or buried on or beneath Hood View and no Hazardous Substanceshave been emitted or released from Hood View in violation of anyenvironmental laws of the federal or state government;

ii) To the knowledge of the NCPRD, no Hazardous Substances have beenbrought onto, stored on, buried, used on, emitted or released from, orallowed to be brought onto, stored on, buried, used on, emitted, releasedfrom, or produced or disposed of, from or on Hood View, in violation ofany environmental laws of the federal or state government;

iii) To the knowledge of NCPRD, no previously undisclosed undergroundstorage tanks are located on Hood View, including (without limitation)any storage tanks that contain, or previously contained, any HazardousSubstances, and NCPRD agrees not to cause or permit any such tanks tobe installed in Hood View before Closing;

iv) To the knowledge of NCPRD, Hood View are materially in compliancewith applicable state and federal environmental standards andrequirements affecting it;

v) NCPRD has not received any notices of violation or advisory action byregulatory agencies regarding environmental control matters or permitcompliance with respect to Hood View;

vi) NCPRD has not transferred Hazardous Substances from Hood View toanother location that is not in compliance with applicable environmental


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laws, regulations, or permit requirements. To the best of the NCPRD's knowledge, no other person has transferred Hazardous Substances from Hood View to another location that is not in compliance with applicable environmental laws, regulations, or permit requirements; and

vii) There are no proceedings, administrative actions, or judicial proceedingspending or, to the best of NCPRD’s knowledge, contemplated under anyfederal, state, or local laws regulating the discharge of hazardous or toxicmaterials or substances into the environment.

d) Contracts, Leases, Rights Affecting Property. NCPRD has not entered into, andwill not enter into, any other contracts for the sale of Hood View, nor do thereexist nor will there be any rights of first refusal, options to purchase Hood View,leases, mortgages, licenses, easements, prescriptive rights, permits, or other rightsor agreement, written or oral, express or implied, which in any way affect orencumber Hood View or any portion thereof, excluding the continued occupancyarrangement described in Section 5(a)(vi) hereof. NCPRD has not sold,transferred, conveyed, or entered into any agreement regarding timber rights,mineral rights, water rights, “air rights,” or any other development or other rightsor restrictions, relating to Hood View, and to NCPRD’s knowledge no such rightsencumber Hood View, and will not through Closing.

e) No Legal Proceedings. There is no suit, action, arbitration, judgment, legal,administrative, or other proceeding, claim, lien, or inquiry pending or threatenedagainst Hood View, or any portion thereof, or pending or threatened againstNCPRD which could affect NCPRD's right or title to Hood View, or any portionthereof, affect the value of Hood View or any portion thereof, or subject an ownerof Hood View, or any portion thereof, to liability.

f) Mechanics and Other Liens. No work on Hood View has been done or will bedone, or materials provided, giving rise to actual or impending mechanic's liens,private liens, or any other liens, against Hood View or any portion thereof.

g) Public Improvements or Governmental Notices. To the best of NCPRD'sknowledge, there are no intended public improvements which will result in thecreation of any liens upon Hood View or any portion thereof, nor have anynotices or other information been served upon NCPRD from any governmentalagency notifying NCPRD of any violations of law, ordinance, rule or regulationwhich would affect Hood View or any portion thereof.

h) Breach of Agreements. The execution of this Agreement will not constitute abreach or default under any agreement to which NCPRD is bound or to whichHood View is subject.

i) Possession. Except as specifically provided for herein, NCPRD will be able todeliver immediate and exclusive possession of the entirety of Hood View to the


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District at the close of escrow, and no one other than NCPRD will be in possession of any portion of Hood View immediately prior to close of escrow.

j) Bankruptcy Proceedings. No attachments, execution proceedings, assignmentsfor the benefit of creditors, insolvency, bankruptcy, reorganization, or otherproceedings are pending or, to the best of NCPRD’s knowledge, threatenedagainst NCPRD, nor are any such proceedings contemplated by NCPRD.

k) Recitals. The statements and information set forth in the Recitals are true andcorrect.

l) Changed Conditions. If NCPRD discovers any information or facts that wouldmaterially change the foregoing warranties and representations or the transactionscontemplated by this Agreement, NCPRD shall immediately give written noticeto the District of those facts and information. If any of the foregoing warrantiesand representations cease to be true before the close of escrow, NCPRD shall beobligated to use its best efforts to remedy the problem, at its sole expense, beforethe close of escrow. If the problem is not remedied before close of escrow, theDistrict may elect to either: (a) terminate this Agreement in which case theDistrict shall have no obligation to purchase Hood View and all escrow paymentsshall be refunded, or (b) defer the Closing Date for a period not to exceed ninety(90) days or until such problem has been remedied, whichever occurs first. If theproblem is not remedied within that timeframe, the District may elect to terminatethis Agreement. The District’s election in this regard shall not constitute a waiverof the District's rights in regard to any loss or liability suffered as a result of arepresentation or warranty not being true, nor shall it constitute a waiver of anyother remedies provided in this Agreement or by law or equity.

13. Removal of Personal Property and Debris. Prior to NCPRD vacating Hood View priorto the District vacating Concord and the Admin Building, each party covenants andpromises to remove or cause to be removed from such property, at their own expense,any and all personal property and/or trash, rubbish, debris, or any other unsightly oroffensive materials unless otherwise previously agreed to in writing by the other party.

14. Risk of Loss, Condemnation. District shall bear the risk of all loss or damage toConcord or the Admin Building, and NCPRD for Hood View, from all causes, throughthe Closing Date. If, before the Closing Date all or part of any of the properties isdamaged by fire or by any other cause of any nature, the current owner shall give theprospective purchaser written notice of such event. Such prospective purchaser mayterminate this Agreement by giving written notice to the other party within fifteen (15)days following receipt of written notice of such casualty and Escrow Holder will returnthe Escrow Deposit and accrued interest.

15. Notices. All notices required or permitted to be given shall be in writing and shall bedeemed given and received upon personal service or deposit in the United States mail,


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certified or registered mail, postage prepaid, return receipt requested, addressed as follows:

To District: [Add]

To NCPRD: North Clackamas Parks and Recreation District Attn: Scott Archer 150 Beavercreek Rd. Oregon City, Oregon 97045 Phone No. (503) 742-4421

With a copy to: Chris Storey Assistant County Counsel 150 Beavercreek Rd. Oregon City, Oregon 97045 Fax No. (503) 742-4565 Phone No. (503) 742-4623

The foregoing addresses may be changed by written notice, given in the same manner. Notice given in any manner other than the manner set forth above shall be effective when received by the party for whom it is intended. Telephone and fax numbers are for information only.

16. No Broker or Commission. Each party represents and warrants to the other that it hasnot used or engaged a real estate broker in connection with this Agreement or thetransaction contemplated by this Agreement. In the event any person asserts a claim for abroker's commission or finder's fee against one of the parties to this Agreement, thenDistrict shall indemnify, hold harmless, and defend NCPRD from and against any suchclaim if based on any action, agreement, or representations made by District; andNCPRD shall indemnify, hold harmless, and defend District from and against any suchclaim if based on any action, agreement, or representations made by NCPRD.

17. Further Actions of NCPRD and District. NCPRD and the District agree to execute allsuch instruments and documents and to take all actions pursuant to the provisions of thisAgreement in order to consummate the purchase and sale contemplated hereby and shalluse their best efforts to accomplish the close of the transaction in accordance with theprovisions of this Agreement.


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18. Legal and Equitable Enforcement of This Agreement.

a) Default by the District. In the event the close of escrow and the consummation ofthe transaction herein contemplated do not occur by reason of any default by theDistrict, NCPRD shall be entitled to all its out-of-pocket expenses incurred inconnection with the transaction, including the Escrow Deposit and all accruedinterest, and shall have the right to pursue any other remedy available to it at lawor equity, including the specific performance of this Agreement.

b) Default by NCPRD. In the event the close of escrow and the consummation ofthe transaction herein contemplated do not occur by reason of any default byNCPRD, the District shall be entitled to all its out-of-pocket expenses incurred inconnection with the transaction, and shall have the right to pursue any otherremedy available to it at law or equity, including the specific performance of thisAgreement.

19. Miscellaneous.

a) Partial Invalidity. If any term or provision of this Agreement or the application toany person or circumstance shall, to any extent, be invalid or unenforceable, theremainder of this Agreement, or the application of such term or provision topersons or circumstances other than those to which it is held invalid orunenforceable, shall not be affected thereby, and each such term and provision ofthis Agreement shall be valid and be enforced to the fullest extent permitted bylaw.

b) Waivers. No waiver of any breach of any covenant or provision contained hereinshall be deemed a waiver of any preceding or succeeding breach thereof, or of anyother covenant or provision herein contained. No extension of time forperformance of any obligation or act shall be deemed an extension of the time forperformance of any other obligation or act.

c) Survival of Representations. The covenants, agreements, representations, andwarranties made herein shall survive the close of escrow and shall not merge intothe deed and the recordation of it in the official records.

d) Successors and Assigns. This Agreement shall be binding on and shall inure tothe benefit of the successors and assigns of the parties to it. NCPRD may assignits interest in this Agreement to a park-providing or other recreational-providingentity, without the consent of District. In the event that an assignee assumes theobligations of NCPRD hereunder, then NCPRD shall have no further liabilitywith respect to this Agreement.

e) Entire Agreement. This Agreement (including any exhibits attached to it) and theDevelopment Agreement are the final expression of, and contains the entire


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agreement between, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect to it. This Agreement may not be modified or terminated, nor may any obligations under it be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein.

f) Time of Essence. The District and NCPRD hereby acknowledge and agree thattime is strictly of the essence with respect to every term, condition, obligation,and provision of this Agreement.

20. Governing Law. The parties acknowledge that this Agreement has been negotiated andentered into in the state of Oregon. The parties expressly agree that this Agreement shallbe governed by and interpreted in accordance with the laws of the State of Oregon,without giving effect to the conflict of law provisions thereof.

21. Recording of Memorandum. On the Effective Date a party may, if it so chooses,request the other party execute a Memorandum of this Agreement, which such requestingparty may cause to be recorded against the appropriate property purchase(s).

THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS THAT, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND THAT LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930 IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON’S RIGHTS, IF ANY, UNDER ORS 197.352. 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, THE EXISTENCE OF FIRE PROTECTION FOR STRUCTURES AND THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 197.352.


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IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date of signature specified below.

North Clackamas Parks and North Clackamas School District Recreation District, an Oregon municipal entity a county service district

____________________________________ ___________________________________

Date: _______________________________ Date: ______________________________

Attachments:

Exhibit A - Property Description – Hood View Exhibit B – Property Description – Concord Exhibit C – Property Description – Admin Building

Exhibit A Property Description – Hood View

[To be added]

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Exhibit B Property Description – Concord

[To be added]

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Exhibit C Property Description – Admin Building

[To be added]

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