WASHINGTON COUNTY BOARD OF COMMISSIONERS WORKSESSION …

WASHINGTON COUNTY BOARD OF COMMISSIONERS

WORKSESSION

ROOM 140

PUBLIC SERVICES CENTER MARCH 17, 2009

REVISED 8:30 a.m. (15 min.)

1. Board of Commissioners Communication

8:45 a.m. (20 min.)

2. Discussion of Formal Agenda Items

9:05 a.m. (30 min.)

3. Transit Services Update - Fred Hansen, TriMet General Manager

9:35 a.m. (5 min.)

4. Economic Stimulus Update - Kathy Lehtola and LUT Staff

9:40 a.m. (5 min.)

5. 2009 Planning Division and Land Use Ordinance Work Program - Brent Curtis and Joanne Rice

BCC AGENDA – 3/17/09

TABLE OF CONTENTS

4COMMISSIONER DISTRICTS

4OTHER COUNTY AND CWS CONTACTS

5MEETINGS AND SCHEDULES Current Meeting Schedule 5

Regular Business Meetings 5

Worksessions 5

Second Tuesdays of the Month 5

Board Meetings When There is a Fifth Tuesday in a Month 5

Executive Sessions 5

Once the Regular Business Meeting Begins 6

Ordinance Testimony Time Limits 6

Alternatives to Televised Proceedings 7

Assistive Listening Devices 7

Sign Language and Interpreters 7

Meeting Protocol 7

Meeting Calendar 8

1. CONSENT AGENDA The items on the Consent Agenda are considered routine and will all be adopted in

one motion unless a Board member or person in the audience requests, before the vote on the motion, to have the item considered separately. If any item is removed from the Consent Agenda, the Chairman will indicate when it will be discussed in the regular agenda. A list of Consent Agenda items is included at the end of the agenda packet.

2. ORAL COMMUNICATION Limited to two minutes per individual; ten minutes total.

3. BOARDS AND COMMISSIONS a. Appointment to the Farm Review Board 9

4. PUBLIC HEARING – LAND USE AND TRANSPORTATION a. Consider Plan Amendment to Change the Plan Designation from AF-20 to

EFC on 3 Parcels Consisting of Approximately 426 Acres (Casefile 08-438-PA) (CPO 13)

11

5. PUBLIC HEARING – HEALTH AND HUMAN SERVICES a. Second Reading and First Public Hearing of Proposed Ordinance 710: an

Ordinance Amending Chapter 8.04 of the Washington County Code Relating to Solid Waste Advisory Committee Membership and Declaring an Emergency

17

6. HEALTH AND HUMAN SERVICES a. Approval of Solid Waste Facility Application 21

7. ORAL COMMUNICATION

8. BOARD ANNOUNCEMENTS

9. ADJOURNMENT

CONSENT AGENDA

APPROVAL OF MINUTES February 24, 2009 33

March 3, 2009 37

CLEAN WATER SERVICES a. Award a One-Year Contract to Graymont Western US Inc. for the Purchase

of Hydrated Lime 41

b. Approve Encroachment Agreement with Lian-Lee Living Trust (1S225BA Tax Lot 00600) (CPO 6)

43

c. Approve Encroachment Agreement with ENM Properties LLC (1N127DB Tax Lot 0230) (CPO 1)

45

d. Approve Amendment No. 1 to Intergovernmental Agreement with Washington County Land Use and Transportation for Improvements to River Road (CPO 9)

47

e. Quitclaim a Portion of a Sewer Easement to Gemini Homes Inc. (1S119BD14800) (CPO 6)

49

f. Quitclaim a Portion of a Sewer Easement to Gemini Homes Inc. (1S119BD14700) (CPO 6)

51

g. Accept Durham Facility 2008 Landscape Project No. 4969 as Final and Authorize Release of Retainage to Paul Brothers, Inc.

53

h. Award Contract for Durham Advanced Wastewater Treatment Facility Secondary Train One Rehabilitation Project No. 6391 (CPO 4M)

55

i. Adopt Resolution and Order to Amend and Restate the 1992 Master Sewer Bond Resolution

57

j. Retroactively Approve Amendment to Master Contract for Conveyance Engineering Services with Brown and Caldwell, Inc. to Develop a Large Diameter Trunk Line Rehabilitation Program

59

LAND USE AND TRANSPORTATION k. Approve Amendment to Intergovernmental Agreement between Washington

County Land Use and Transportation and Clean Water Services for Improvements to River Road (CPO 9)

61

SHERIFF’S OFFICE

l. Accept the Oregon State Sheriff’s Association, Driving Under the Influence of Intoxicants and Seatbelt Grants

65

SUPPORT SERVICES

m. Accept Bids/Award Contracts for Aggregate Rock Products 67

n. Authorize Purchase Orders for Tires 69

o. Accept Bid/Award Contract for Steel Sign Posts 71

SERVICE DISTRICT FOR LIGHTING NO. 1 p. Form Assessment Area, Authorize Maximum Annual Assessment, and

Impose a First Year Assessment for Silverleaf (CPO 7) 73

COMMISSIONER DISTRICTS (Chairman Serves Countywide)

OTHER COUNTY AND CWS CONTACTS

Robert Davis, County Administrator 846-8685 Don Bohn, Assistant County Administrator 846-8685 Rob Massar, Assistant County Administrator

County Departments District Attorney, Robert Hermann 846-8671

846-8741 Health & Human Services, Rod Branyan 846-4402 Assessment & Taxation, Elections, Rich Hobernicht Including Animal Services, Disability, Aging

and Veterans Services Auditor, Alan Percell Housing Services, Val Valfre 846-8798 846-4794

Community Corrections, John Hartner Juvenile, Joseph Christy 846-3400 846-8861 Community Development, Peggy Linden Land Use and Transportation, Kathy Lehtola,

Director 846-8814 846-4530

Cooperative Library, Eva Calcagno Sheriff, Rob Gordon 846-3222 846-2700 County Counsel, Dan Olsen Support Services, Don Bohn 846-8747 846-8685

Clean Water Services Robert Cruz, Deputy General Manager William Gaffi, General Manager 681-3600 681-3602

Jerry Linder, General Counsel Mark Jockers, Government and Public Affairs Manager

681-3645 681-4450

MEETINGS AND SCHEDULES Current Meeting Schedule First Tuesdays: Worksession 8:30 a.m. Regular Business Meeting 10:00 a.m. Second Tuesdays: See “Second Tuesdays” section below. Third Tuesdays: Worksession 8:30 a.m. Regular Business Meeting 10:00 a.m. Fourth Tuesdays: Worksession 2:00 p.m. Regular Business Meeting 6:30 p.m. Fifth Tuesdays: See the “Fifth Tuesday” section below. Regular Business Meetings Regular business meetings are the time during which the Board will consider the items published in their Board Agenda at the times noted above. Worksessions Prior to the Board’s regular business meetings, the Commissioners will meet for a general public worksession in Room 140 of the Public Services Center according to the schedule above. The purpose of this meeting is to provide the Board an opportunity to conduct informal communications with each other, review the agenda and identify questions they may have for staff before taking action on the agenda items in their regular business meeting. The Board typically asks our citizens observing the worksession meetings to hold their agenda comments and questions for the regular business meeting. Second Tuesdays of the Month The Board has designated the second Tuesday of each month as a time that may be set aside for in-depth discussion of broader, strategic policy issues. Accordingly, Board consideration/action on regularly scheduled agenda items normally set on the second Tuesday of each month will be held only if necessary to make decisions that, in the Board’s judgment, cannot be reasonably held over to a regularly scheduled meeting. If formal actions are not considered on these Tuesdays, the Board may use this time to conduct an informal worksession, retreat or similar informal meeting. Minutes will be recorded of these meetings. Board Meetings When There is a Fifth Tuesday in a Month Historically, the Board has not held meetings when there is a fifth Tuesday in a month. Since May of 1999, the Board has set aside these fifth Tuesdays to hold a worksession, retreat or similar informal meeting. The purpose of these meetings is to provide the Board some additional time to focus on specific issues on a more in depth basis. Unlike its regular Board meetings, these informal meetings are not recorded verbatim, but minutes will be taken as required by law. No formal actions will be taken during these meetings unless special meeting notices are provided as outlined in the Board’s Rules of Procedure. The Chairman will designate the location of these meetings 96 hours in advance. Executive Sessions There are times when the Board must discuss confidential matters such as lawsuits, real estate transactions (or other sales transactions) and labor relations matters. When the Board calls an executive session (posted on the worksession agenda), it is done under the guidelines allowed for by Oregon State law. Each type of executive session generally fits under one of three types of State Laws that allow such closed sessions. These statutes are indicated on the worksession item. Although the press is allowed to remain in the room, they are not allowed to report on executive

session issues. The Board recognizes the sensitivity of conducting closed sessions and only conducts them when confidentiality is required (and allowed by law) to protect the interests of Washington County and its taxpayers. Once the Regular Business Meeting Begins The Board’s formal meetings typically include the following elements:

1. Call to Order: At the start of the meeting, the Chairman (or Vice Chair) of the Board will call the meeting to order.

2. Consent Agenda: The items on the Consent Agenda are considered routine and will all be adopted in one motion unless a Board member or person in the audience requests, before the vote on the motion, to have the item considered separately. If any item is removed from the Consent Agenda, the Chairman will indicate when it will be discussed in the regular agenda. A list of Consent Agenda items is included at the end of the agenda packet.

3. Oral Communication (for non-agenda items): This is the time when members of the audience may step forward to address the Board. This opportunity is time-limited to 2 minutes per individual. If more time is needed, another (longer) oral communication opportunity is available at the end of the regular agenda. Speakers may select only one Oral Communication opportunity.

4. Public Hearings: The Board will generally conduct all public hearings before regular agenda items. Special rules regarding testimony and time limits may be established by the Board at the start of the hearing.

5. Regular Agenda Items: Regular agenda items are also known as “action” items and will follow the public hearings. These items are less formal than the public hearings but still provide the public the opportunity to comment on the proposed actions.

6. Second Opportunity for Oral Communication (for non-agenda items): As noted above, this is the second opportunity for the public to address the Board if more than two minutes are needed. This opportunity is time-limited to 5 minutes per individual and 10 minutes per topic. The maximum time for Oral Communication is 30 minutes.

7. Board Announcements: This is typically the time when the Board may want to provide other Board members, staff or the public with information regarding items that may or may not be on the Board’s agenda.

8. Adjournment: At the conclusion of the items on the Board’s agenda, the Board Chair will formally conclude the Board’s regular business meeting.

Ordinance Testimony Time Limits Public testimony for ordinances may be presented within the following time limits: First and second hearing - 3 minutes for individuals and 12 minutes for groups Additional hearings - 2 minutes for individuals and 5 minutes for groups

Alternatives to Televised Proceedings An alternative format to the televised proceedings of the meetings of the Washington County Board of Commissioners is available on request. Interested individuals may call the telephone number or TTY number noted below and request a verbatim transcript for this meeting. Assistive Listening Devices Assistive Listening Devices are available for persons with impaired hearing and can be scheduled for this meeting by calling 503-846-8611 (voice) or 503-846-4598 (TDD - Telecommunications Devices for the Deaf) no later than 5:00 p.m., on the Monday preceding the meeting. Sign Language and Interpreters The County will also upon request endeavor to arrange for the following services to be provided:

1. Qualified sign language interpreters for persons with speech or hearing impairments; and 2. Qualified bilingual interpreters.

Since these services must be scheduled with outside service providers, it is important to allow as much lead-time as possible. Please notify the County of your need by 5:00 p.m. on the Thursday preceding the meeting date (same phone numbers as listed above: 503-846-8611 or 503-846-4598). Meeting Protocol The Board of Commissioners welcomes public attendance and participation at its meetings. Anyone wishing to speak on an agenda item at a regular business meeting should feel free to do so. In doing so, the Board asks that the following guidelines be observed:

1. Please follow sign-in procedures located on the table by the entrance to the auditorium.

2. When your name is announced, please be seated at the table in front and state your name and home address for the record.

3. Groups or organizations wishing to make a presentation are asked to designate one spokesperson in the interest of time and to avoid repetition.

4. When more than one citizen is heard on any matter, please avoid repetition in your comments. Careful attention to the previous speaker’s remarks will be helpful in this regard.

BOARD OF COMMISSIONERS

MEETING CALENDAR

Tuesday, March 17, 2009 Worksession – 8:30 a.m.

Board Meeting – 10:00 a.m.

Tuesday, March 24, 2009 Worksession – 2:00 p.m.

Board Meeting – 6:30 p.m.

Tuesday, April 7, 2009 Worksession – 8:30 a.m.


Tuesday, April 14, 2009 Extended Worksession – 2:00 p.m.

AGENDA CLEAN WATER SERVICES

BOARD OF DIRECTORS

Agenda Category: Consent

Agenda Title: AWARD A ONE-YEAR CONTRACT TO GRAYMONT WESTERN US INC. FOR THE PURCHASE OF HYDRATED LIME

Presented by: Bill Gaffi, General Manager (jd) SUMMARY (Attach Supporting Documents if Necessary) Clean Water Services (District) uses hydrated lime at its Rock Creek and Durham facilities as a seasonal (April through November) alkalinity supplement in the wastewater treatment process. The District must use significant quantities of hydrated lime due to stringent National Pollutant Discharge Elimination System (NPDES) permit requirements.

The District’s Board of Directors (Board) approved a one-year contract with Graymont Western US Inc. on March 11, 2008 by Minute Order No. 08-24 (2008 Contract). The estimated value of the 2008 Contract was $262,500, and it expired on December 31, 2008.

District staff recently solicited bids for a new contract and the results are as follows:

Vendor Bid Price (per ton)

Graymont Western US Inc. $185.00

Univar USA Inc. No Bid

Although there are several local vendors of hydrated lime, Graymont Western US Inc. is the only local manufacturer. District requests the Board award a one-year contract to Graymont Western US Inc., the only bidder, to purchase hydrated lime containing similar terms as the 2008 Contract.

FISCAL IMPACT: $323,750 (estimate for one-year contract period at $185/dry ton) Budget Information: 101.072.8311.0.52845 (Durham) 101.073.8312.0.52845 (Rock Creek)

REQUESTED ACTION: Award one-year contract to Graymont Western US Inc. for purchase of hydrated lime.

(A copy of the Contract is available at the Clerk’s desk.)

Agenda Item No. 1.a.

Date: 03/17/09


BOARD OF DIRECTORS

Agenda Category: Consent CPO 6

Agenda Title:

APPROVE ENCROACHMENT AGREEMENT WITH LIAN-LEE LIVING TRUST (1S225BA TAX LOT 00600)

Presented by: Bill Gaffi, General Manager (cp) SUMMARY (Attach Supporting Documents if Necessary) The property owner, Lian-Lee Living Trust (Owner) has requested to enter into an Encroachment Agreement with Clean Water Services (District). Owner’s deck extends approximately eight feet into a combined storm sewer and sanitary sewer easement granted to District by the plat “FALCON CREST.” Owner has paid the $250 processing fee for the Encroachment Agreement. Staff has reviewed the encroachment request and recommends that the District’s Board of Directors approve the Encroachment Agreement.

FISCAL IMPACT: N/A

REQUESTED ACTION: Approve the Encroachment Agreement with Lian-Lee Living Trust.

Agenda Item No. 1.b.

Date: 03/17/09

1


BOARD OF DIRECTORS


Agenda Title:

APPROVE ENCROACHMENT AGREEMENT WITH ENM PROPERTIES LLC (1N127DB TAX LOT 0230)

Presented by: Bill Gaffi, General Manager (nmc) SUMMARY (Attach Supporting Documents if Necessary) The property owner, ENM Properties LLC (Owner), has requested to enter into an Encroachment Agreement with Clean Water Services (District). Owner wants to construct a retaining wall that will encroach on the following easements held by District: 1) sanitary sewer easement granted by document 2003-161642 and 2) sanitary sewer easement granted by document 2004-065743. Owner has paid the Encroachment Fee of $250. Staff has reviewed the encroachment request and recommends the District's Board of Directors approve the Encroachment Agreement.

FISCAL IMPACT: N/A REQUESTED ACTION: Approve the Encroachment Agreement with ENM Properties LLC.

Agenda Item No. 1.c.

Date: 03/17/09

1


BOARD OF DIRECTORS Agenda Category: Consent CPO 9

Agenda Title:

APPROVE AMENDMENT NO. 1 TO INTERGOVERNMENTAL AGREEMENT WITH WASHINGTON COUNTY LAND USE AND TRANSPORTATION FOR IMPROVEMENTS TO RIVER ROAD

Presented by: Bill Gaffi, General Manager (ps) SUMMARY (Attach Supporting Documents if Necessary) On December 18, 2007 the Board of Directors (Board) for Clean Water Services (District) approved an intergovernmental agreement (IGA) with Washington County Land Use and Transportation (County) for improvements to River Road (Project) in the amount of $2,000,000 by Minute Order 07-122. After signing the IGA District discovered that there was a need to construct a new pump station at Dawson Creek to serve the north Hillsboro industrial area. This necessitates purchasing and installing dual force mains to District’s Rock Creek Facility. The construction will take place in the areas impacted by the County’s Project. District therefore requests approval to amend the IGA with the County to purchase and install additional 24 and 30 inch diameter force mains, fittings, valves, and all other appurtenances necessary for a complete installation along portions of River Road and Witch Hazel Road for the Dawson Creek Pump Station Project in an amount not to exceed $500,000.

District staff recommends that the Board approve Amendment No. 1 to the IGA.

FISCAL IMPACT: $500,000 REQUESTED ACTION: Approve Amendment No. 1 to Intergovernmental Agreement with

Washington County for the River Road Improvements Project. (A copy of Amendment No. 1 is available at the Clerk’s desk.)

Agenda Item No. 1.d.

Date: 03/17/09


BOARD OF DIRECTORS


Agenda Title:

QUITCLAIM A PORTION OF A SEWER EASEMENT TO GEMINI HOMES INC. (1S119BD14800)

Presented by: Bill Gaffi, General Manager (nmc) SUMMARY (Attach Supporting Documents if Necessary) The property owner, Gemini Homes Inc., has requested that Clean Water Services (District) quitclaim a portion of a sewer easement granted by the plat ARNETT ADDITION to District on Map and Tax Lot 1S119BD14800. The portion of the easement to be quitclaimed is not required for the sewer system. The property owner has paid the Release of Easement fee of $250. Staff has reviewed the quitclaim request and recommends that District’s Board of Directors approve the Quitclaim of Easement.

FISCAL IMPACT: N/A REQUESTED ACTION: Quitclaim a portion of the above-described easement to Gemini

Homes Inc.

Agenda Item No. 1.e.

Date: 03/17/09

1


BOARD OF DIRECTORS


Agenda Title:

QUITCLAIM A PORTION OF A SEWER EASEMENT TO GEMINI HOMES INC. (1S119BD14700)

Presented by: Bill Gaffi, General Manager (nmc) SUMMARY (Attach Supporting Documents if Necessary) The property owner, Gemini Homes Inc., has requested that Clean Water Services (District) quitclaim a portion of a sewer easement granted by the plat ARNETT ADDITION to District on Map and Tax Lot 1S119BD14700. The portion of the easement to be quitclaimed is not required for the sewer system. The property owner has paid the Release of Easement fee of $250. Staff has reviewed the quitclaim request and recommends that District’s Board of Directors approve the Quitclaim of Easement.

FISCAL IMPACT: N/A REQUESTED ACTION: Quitclaim a portion of the above-described easement to Gemini

Homes Inc.

Agenda Item No. 1.f.

Date: 03/17/09

1


BOARD OF DIRECTORS


Agenda Title:

ACCEPT DURHAM FACILITY 2008 LANDSCAPE PROJECT NO. 4969 AS FINAL AND AUTHORIZE RELEASE OF RETAINAGE TO PAUL BROTHERS, INC.

Presented by: Bill Gaffi, General Manager (sw) SUMMARY (Attach Supporting Documents if Necessary) On September 16, 2008, Clean Water Services (District) Board of Directors (Board) awarded the contract for the Durham Facility Landscape Project No. 4969 (Project) to Paul Brothers, Inc. by Minute Order No. CWS 08-83.

The original contract amount was $222,000. The District approved Change Orders No. 1 and 2 that increased the contract in the amount of $38,220.24, which results in an actual project cost of $260,220.24. Change Order items were due to changed conditions or were for necessary work that was not part of the original design.

There are no outstanding claims or other issues in connection with this Project that are not resolved. Staff recommends the Board accept the Project as complete and authorize release of retainage in the amount of $13,011 to Paul Brothers, Inc.

FISCAL IMPACT: None Budget Information: 075.8211 (Project No. 4969)

REQUESTED ACTION: Accept the Durham Facility 2008 Landscape Project No. 4969 as final and authorize release of retainage in the amount of $13,011 to Paul Brothers, Inc.

Agenda Item No. 1.g.

Date: 03/17/09

1


BOARD OF DIRECTORS

Agenda Category: Consent CPO 4M

Agenda Title:

AWARD CONTRACT FOR DURHAM ADVANCED WASTEWATER TREATMENT FACILITY SECONDARY TRAIN ONE REHABILITATION PROJECT NO. 6391

Presented by: Bill Gaffi, General Manager (rn) SUMMARY (Attach Supporting Documents if Necessary) The existing aeration basins at the Durham Advanced Wastewater Treatment Facility require modifications to the concrete baffle wall to avoid short circuiting which is detrimental to the wastewater treatment process; filling the channel between cells 4 and 5 with concrete to eliminate an odor source and nuisance ponding, and recoating the sludge collection mechanisms for Primary Clarifier No. 1 and Secondary Clarifier No. 1 to extend their useful life (Project). The Engineer’s Cost Estimate for construction of the Project is $400,000 to $600,000. Bids for the Project are due on Thursday, March 5, 2009. Staff will report the company names, subcontractors, bid amounts for the three lowest bids, and provide award recommendation as soon as possible after the bid opening.

FISCAL IMPACT: $400,000 - $600,000 Budget Information: 112.0.0.52240.0 (Project No. 6391)

REQUESTED ACTION: Award contract for the Durham Advanced Wastewater Treatment Facility Secondary Train One Rehabilitation Project No. 6391 to the lowest responsible bidder.

Agenda Item No. 1.h.

Date: 03/17/09

1


BOARD OF DIRECTORS Agenda Category: Consent

Agenda Title: ADOPT RESOLUTION AND ORDER TO AMEND AND RESTATE THE 1992 MASTER SEWER BOND RESOLUTION

Presented by: Bill Gaffi, General Manager (bcg) SUMMARY (Attach Supporting Documents if Necessary) Clean Water Services (District) Board of Directors (Board) directed publication of notice of the District’s intent to sell up to $180,000,000 in bonds by Resolution and Order (R&O) No. 08-31 on September 2, 2008. The District now plans to complete the issuance of approximately $60.4 million in bonds by March 31, 2009, as authorized by Resolution and Order (R&O) No.08-44 on December 2, 2008. The persistent national and global financial crisis that became apparent last September has resulted in downgrades to the District’s bond insurers as follows:

SuretyYear

AquiredYear

ExpiresAmount In Millions

Rating when Acquired Current Rating

Ambac 1992 2012 10.34$ AAA/Aaa A (Negative)/Baa1 (Developing)FGIC ** 1996 2014 4.04$ AAA/Aaa AA (Negative)/Baa1 (Developing)FGIC ** 2001 2021 4.42$ AAA/Aaa AA (Negative)/Baa1 (Developing)MBIA 2004 2016 2.65$ AAA/Aaa AA (Negative)/Baa1 (Developing)

*As of March 3, 2009**Reinsured by MBIAMinimum Rating Requirement when acquired is AA

Summary of Current Debt Service Reserve Sureties*

(CONTINUED) FISCAL IMPACT: This resolution enables the District to sell new bonds while making available up to $17.41 million that would otherwise be restricted to meet contractual bond reserve requirements.

REQUESTED ACTION: Adopt a Resolution and Order authorizing amendments and restatements to the 1992 Master Sewer Bond Resolution as attached.

(R&O available at Clerk’s Desk)

Agenda Item No. 1.i. Date: 03/17/09

1

The pending sale of bonds is authorized as a senior lien security in accordance with the District’s Master Sewer Bond Resolution 92-55, which authorized issuance of the 1992 Revenue Bonds and set the terms under which all subsequent bonds have been issued. After extensive consultations with expert legal and bond financial counsel, staff has found it advantageous to the District to renegotiate with bond sureties and clarify reserve and other requirements specified in Resolution 92-55. These bond reserve requirements must be met prior to issuing new bonds. This has been a very complex and time consuming process. The renegotiations with these sureties, combined with the amendments and restatements to Resolution 92-55, will enable the District to sell new bonds while making available up to $17.41 million that would otherwise be restricted to meet contractual bond reserve requirements. Amendments and Restatements to the 1992 Master Resolution include the following: 1. Changes the criteria for replenishment of a Reserve Credit Facility. The District will not be required to replenish a reserve subaccount just because the ratings of a provider dropped below AA. However, the District will be required to replenish if the ratings of the provider dropped below investment grade. In that case the District is allowed to replenish over three years. See the definitions of "Reserve Credit Event" and "Reserve Credit Facility Rating" and Section 3.A(5)(a) and 3.B(4)(a). 2. Creates a pooled reserve subaccount for the outstanding senior lien bonds (the "First Senior Lien Reserve Subaccount") that is to be funded at maximum annual debt service on all the currently outstanding senior lien bonds, and commits the District to contribute Series 2009A Bond proceeds to that account in an amount equal to the Tax Maximum for the Series 2009A Bonds (that amount should be maximum annual debt service on the Series 2009A Bonds). See Section 4.E. 3. Allows the District to create separate reserve subaccounts in the future for bonds issued after the Series 2009A Bonds, and to determine how much should be deposited in those subaccounts. 4. Eliminates the ability of the District to do variable rate obligations, put bonds, swaps and obligations that are subject to acceleration on default while the current bonds are outstanding, unless all insurers consent. 5. Adds new provisions restricting "Junior Lien Obligations." The current resolution just provided restrictions on Second Lien Obligations. These are found in Section 9.B. 6. Adds "Springing Amendments" that give the District the ability to add back variable rate bond, swap and acceleration provisions without obtaining the consent of the Series 2009A Bondowners. These amendments could not be made without the consent of the existing insurers while the existing bonds remain outstanding. These are found in Section 13.C. 7. Adds new provisions allowing bond anticipation notes to be issued on parity with Senior or Second Lien Bonds. See Section 9.A. Adoption of the attached Resolution and Order will afford the District the opportunity to implement steps required to complete the sale of the Series 2009A bonds.

2

Clean Water Services of Washington County

State of Oregon

Resolution and Order No. 09-__ (Amended and Restated Master Sewer Bond Resolution)

In the Matter of Amending and Restating the District’s Master Sewer Bond Resolution that Provides for the Issuance of Obligations that are Payable from the Net Revenues of the District's Sewer System

i

INDEX

Page

This Index is not a part of the Resolution and Order but is for convenience of reference only

Section 1. Definitions................................................................................................................1

Section 2. Authentication, Registration and Transfer.............................................................13

Section 3. Bond Funds and Accounts .....................................................................................14

Section 4. Deposit, Pledge and Use of Gross Revenues .........................................................23

Section 5. Rate Covenants ......................................................................................................24

Section 6. Senior Lien Parity Obligations...............................................................................25

Section 7. Second Lien Parity Obligations .............................................................................28

Section 8. General Covenants .................................................................................................29

Section 9. BANs and Junior Lien Obligations........................................................................31

Section 10. Maintenance of Tax-Exempt Status.......................................................................33

Section 11. Defaults and Remedies ..........................................................................................33

Section 12. Bondowners Meetings ...........................................................................................41

Section 13. Amendment of Master Resolution .........................................................................44

Section 14. Defeasance .............................................................................................................49

Section 15. Effect of Amendments on Prior Bonds..................................................................49

Section 16. Effective Date ........................................................................................................49

Section 17. Resolution No. 08-04 .............................................................................................50

BEFORE THE BOARD OF DIRECTORS OF CLEAN WATER SERVICES

) In the Matter of Amending the District’s Master Sewer Bond Resolution that Provides for the Issuance of Obligations that are Payable from the Net Revenues of the District’s Sewer System

RESOLUTION AND ORDER ) ) NO. ) ) )

The above-entitled matter came before the Board of Directors of Clean Water Services (Board) at its regular meeting of March 17, 2009; and

It appearing to the Board that the District has previously issued Senior Lien Parity Obligations and Second Lien Parity Obligations under the terms of its Resolution and Order No. 92-55, as amended and supplemented (the “Master Resolution”); and,

It further appearing that the District now desires to amend and restate the terms of the Master Resolution to specify the circumstances under which a reserve credit facility ceases to qualify as credit to Bond reserve accounts and must be replenished, to make changes that strengthen the security for the Bonds (including changing the requirements for issuing Senior Lien Parity Obligations and Second Lien Parity Obligations, removing provisions permitting derivative products and variable rate obligations, and placing restrictions on junior lien obligations), to delete outdated provisions that no longer have any effect, and to simplify, clarify and modernize provisions of the Master Resolution; and,

It further appearing that all issuers of Credit Facilities securing the District’s Outstanding Bonds have consented to these amendments and this restatement; now, therefore, it is

RESOLVED AND ORDERED THAT Resolution and Order No. 92-55, as amended and supplemented, is additionally amended and restated to read as follows:

Section 1. Definitions

A. As used in this Master Resolution, the following words shall have the following meanings:

(1) “1997 Series One Reserve Subaccount” means the Reserve Subaccount in the Second Lien Reserve Account that is described in Section 3.F.

(2) “Accreted Value” shall mean, as of the date of computation with respect to any Capital Appreciation Obligations, an amount equal to: (a) the principal amount of such Capital Appreciation Obligations (the issue price at the date of issuance), plus (b) the interest accrued on such Capital Appreciation Obligations from the date of original issuance of such Capital Appreciation Obligations to the Interest Payment Date next

Page 1 – Resolution and Order

Resolution and Order

preceding the date of computation or the date of computation if an Interest Payment Date, such interest to accrue at an approximate rate per annum of the Capital Appreciation Obligations, set forth in the Authorizing Document providing for the issuance of such Capital Appreciation Obligations, compounded at such intervals as shall be specified in such Authorizing Document, plus (c) with respect to matters related to the payment upon redemption of such Capital Appreciation Obligations, if such date of computation shall not be an Interest Payment Date, a portion of the difference between the Accreted Value as of the immediately preceding Interest Payment Date (or the date of original issuance if the date of computation is prior to the first Interest Payment Date succeeding the date of the original issuance) and the Accreted Value as of the immediately succeeding Interest Payment Date, calculated based on the assumption that Accreted Value accrues during any period in equal daily amounts on the basis of a year of twelve 30-day months. A table of Accreted Values for each Series of Bonds issued as Capital Appreciation Obligations shall be incorporated in an Authorizing Document relating to such Capital Appreciation Obligations.

(3) “Annual Debt Service” shall mean the amount scheduled to be paid in the then current or any succeeding Fiscal Year in respect of the principal or interest on any Outstanding Bonds; provided that: (a) there shall be credited against such sum any interest capitalized or otherwise payable from proceeds derived from the sale of such Bonds or other obligations to the extent that the Master Resolution, Authorizing Document or other act of the District authorizing the issuance of such Bonds or obligations designates that the proceeds of such Bonds or obligations shall be applied to the payment of such interest; (b) the amount of Term Obligations subject to mandatory redemption in any Fiscal Year pursuant to a Mandatory Redemption Schedule shall be deemed to mature in the Fiscal Year in which such Term Obligations are subject to such mandatory redemption and only the principal amount of such Term Obligations scheduled to remain Outstanding on the final maturity date thereof shall be included in determining the Annual Debt Service for Bonds in the Fiscal Year in which such maturity date occurs; (c) for purposes of computing Annual Debt Service on Outstanding Bonds which constitute Capital Appreciation Obligations, only that portion of the Accreted Value becoming due at maturity or by virtue of scheduled mandatory redemption prior to maturity with respect to such Bonds shall be included in the calculations of accrued and unpaid interest and principal requirements; and (d) Each BAN shall be assumed to be paid according to its BAN Debt Service Requirement.

(4) “Audit” means the audit for each Fiscal Year that is required by ORS 297.425 and that is described in Section 5.E.

(5) “Auditor” means an independent person or firm authorized by the State Board of Accountancy to conduct municipal audits pursuant to ORS 297.670.


(6) “Authorizing Document” shall mean any resolution supplementing or amending this Master Resolution, and any bond declaration or other document executed by the District in connection with the delivery of a Series of Bonds.

(7) “BAN Debt Service Requirement” means the Committed Debt Service Requirement for a BAN or, if the District has not entered into a firm commitment to sell Bonds or other obligations to refund that BAN, the Estimated Debt Service Requirement for that BAN.

(8) “BAN” means any Bond that is issued to provide interim financing, that matures in five years or less, and that is designated as a bond anticipation note by the District in the closing documents for the BAN.

(9) “Base Period” means any twelve consecutive months out of the most recent twenty-four months preceding the delivery of a Series of Bonds proposed to be issued.

(10) “Board” means the Board of County Commissioners of Washington County, Oregon, as the Board of Directors of the District, or its successors.

(11) “Bond Counsel” means a law firm having knowledge and expertise in the field of municipal law and whose opinions are generally accepted by purchasers of municipal bonds.

(12) “Bond Purchase Contract” means the contract or agreement between the District and the Bond Purchaser that provides for the purchase of one or more Series of Bonds by the Bond Purchaser and establishes the interest rates, maturity dates, principal amounts for each maturity, redemption provisions, sale price and other terms of the sale of such Bonds to the Bond Purchaser.

(13) “Bond Purchaser” means the purchaser of a series of Bonds issued pursuant to this Master Resolution or an Authorizing Document.

(14) “Bond Registrar” or “Registrar” means the paying agent and registrar designated by the District.

(15) “Bondowner” or “Owner” means a registered owner of a Bond.

(16) “Bondowners Committee” means that committee as provided in Section 12 hereof.

(17) “Bonds” or “Bond” means all Senior Lien Parity Obligations and Second Lien Parity Obligations issued pursuant to this Master Resolution.

(18) “Business Day” means any day which is not a Saturday, Sunday, legal holiday or a day on which the offices of banks in Oregon or New York are authorized or required by law or executive order to remain closed and which shall not be a day on which the New York Stock Exchange is closed.


(19) “Capital Appreciation Obligations” shall mean those Bonds for which interest is compounded periodically on each of the applicable periodic dates designated for compounding and payable in an amount equal to the then current Accreted Value only at the maturity or earlier redemption thereof, all as so designated in an Authorizing Document of the District providing for the issuance thereof, including any Bonds which accrue and compound interest thereon as aforesaid for a period of time, after which periods such Bonds commence paying interest on a periodic basis and convert into Current Interest Obligations.

(20) “Capital Reserve Fund” means the Capital Reserve Fund heretofore created to which all Sewer System connection fees are deposited.

(21) “Certificate of District” or “District Certificate” means a certificate executed on behalf of the District by the General Manager of the District.

(22) “Code” means the Internal Revenue Code of 1986, as amended together with the rules and regulations promulgated thereunder and amendments thereto.

(23) “Committed Debt Service Requirement” means the schedule of principal and interest payments for a Series of Bonds or other obligations which refund a BAN, as shown in the documents evidencing the District’s firm commitment to sell that Series. A “firm commitment to sell” means a bond purchase agreement or similar document which obligates the District to sell, and obligates a purchaser to purchase, the Series of Bonds or other obligations, subject only to the conditions which customarily are included in such documents.

(24) “Construction Fund” means the Master Plan Update Construction Fund, heretofore created, to be maintained pursuant to this Master Resolution.

(25) “Credit Agreement” shall mean an agreement with a Credit Provider pursuant to which a Credit Facility is issued or given as security for all or a portion of a particular Series of Bonds.

(26) “Credit Facility” shall mean a letter of credit, a municipal bond insurance policy, a surety bond, standby bond purchase agreement or other credit enhancement device given, issued or posted as security for one or more Series of Bonds, including any Reserve Credit Facility.

(27) “Credit Provider” shall mean the person or entity, if any, providing a Credit Facility as security for a Series of Bonds.

(28) “Current Interest Obligations” shall mean those Bonds which bear interest payable periodically on specified or determinable dates prior to the maturity or redemption dates thereof, including any Capital Appreciation Obligations from and after the date upon which interest becomes payable on a periodic basis prior to the maturity thereof, all as so designated in an Authorizing Document providing for the issuance or incurrence of such Bonds, and which may be either Serial or Term Obligations.


(29) “Debt Service Fund” means the Master Plan Update Debt Service Fund, heretofore created as the Master Plan Update Debt Redemption Fund, to be maintained pursuant to Section 3 of this Master Resolution by the District to hold funds to be used to pay the principal of, interest on and premiums if any, on Senior Lien Parity Obligations, Second Lien Parity Obligations and any other obligations issued pursuant to this Master Resolution.

(30) “Default” or “Event of Default” means any event specified in Section 11 of this Master Resolution.

(31) “Defeasance Obligations” means cash or non-callable, non-prepayable investments described in paragraphs (a), (f) and (g) of the definition of Permitted Investments in Section 1A(53) of this Master Resolution.

(32) “Depository” or “DTC” means The Depository Trust Company or any other qualified securities depository designated by the District as its successor.

(33) “District” means Clean Water Services, a county service district in Washington County, Oregon, that was formerly known as the Unified Sewerage Agency of Washington County, Oregon.

(34) “Estimated Debt Service Requirement” means the schedule of principal and interest payments for a hypothetical Series of Bonds that refunds a BAN that is prepared by the District and that meets the requirements of Section 9.A.

(35) “First Senior Lien Reserve Subaccount” means the subaccount in the Senior Lien Reserve Account that is described in Section 3.E

(36) “First Senior Lien Subaccount Obligations” means the District’s: Senior Lien Sewer Revenue Refunding Bonds, 1997 Series A; Senior Lien Sewer Revenue Bonds, 2001 Series; Senior Lien Sewer Revenue Refunding Bonds, 2004 Series; and the Series 2009 Bonds.

(37) “Fiscal Year” means the period beginning on July 1 of each year and ending on the next succeeding June 30, or as otherwise defined by State Law.

(38) “General Fund” means the General Fund of the District, heretofore created, to be maintained pursuant to Section 4 of this Master Resolution.

(39) “General Manager” means the general manager of the District or his or her designee or designees.

(40) “Gross Revenues” means all fees and charges, including system development charges, resulting from the operation of the Sewer System, revenues from product sales, revenues deposited to the Capital Reserve Fund, credits from the Rate Stabilization Account to the unrestricted General Fund and any interest earnings and other revenues required to be placed in the General Fund and the Capital Reserve Fund under this Master Resolution. The term “Gross Revenues” also includes the interest income or other earnings derived from the


investment of the Construction Fund, Capital Reserve Fund, General Fund (including the Rate Stabilization Account), Debt Service Fund, and the Senior Lien Reserve Account and the Second Lien Reserve Account. The term “Gross Revenues” does not include the interest income or other earnings derived from the investment of the Rebate Fund or any escrow fund established for the defeasance or refunding of outstanding indebtedness of the District. The term “Gross Revenues” does not include: (a) any payments of improvement assessments levied against benefited properties; (b) any gifts, grants, donations or other moneys received by the District from any State or Federal agency or other person if such gifts, grants, donations or other moneys are the subject of any limitation or reservation: (i) imposed by the donor or grantor or (ii) imposed by law or administrative regulation to which the donor or grantor is subject, limiting the application of such funds in a manner inconsistent with the application of Gross Revenues hereunder; (c) the proceeds of any borrowing for capital improvements; (d) the proceeds of any liability or other insurance (excluding business interruption insurance or other insurance of like nature insuring against the loss of revenues); (e) the proceeds of any casualty insurance which the District intends to utilize for repair or replacement of the Sewer System; (f) the proceeds derived from the sales of assets pursuant to Section 8.A(7) of this Master Resolution; (g) ad valorem taxes received by the District which are, at any time, pledged, designated or dedicated to other debt or obligations of the District; (h) any income, fees, charges, receipts, profits or other moneys derived by the District from its ownership or operation of any Separate Utility System provided that a Qualified Consultant has certified that in their opinion the acquisition or construction or operation of such Separate Utility System will not result in a reduction of the Net Revenues below the amounts covenanted by Section 5 hereof to be produced.

(41) “Interest Payment Date” shall mean any date upon which Bond interest and/or principal is due and payable, whether at maturity or upon redemption or prepayment prior to maturity.

(42) “Junior Lien Obligation” means any obligation that is secured by a lien on the Net Revenues that is subordinate to the liens that secure the Senior Lien Obligations and the Second Lien Obligations.

(43) “Mandatory Redemption Schedule” shall mean with respect to particular Bonds, the schedule pursuant to which the principal portions thereof (howsoever designated) are subject, without contingency, to mandatory redemption or prepayment prior to maturity, all as set forth in an Authorizing Document pursuant to which such Bonds are issued.

(44) “Master Resolution” means Resolution and Order No. 92-55, as amended, supplemented and restated by this Resolution and Order and as it may be amended and


supplemented in the future in accordance with its terms and the terms of any Authorizing Document.

(45) “Maximum Annual Debt Service” means the greatest Annual Debt Service, calculated on all Bonds which are Outstanding on the date of calculation.

(46) “Minimum Authorized Denomination” shall mean with respect to a particular Bond, the minimum denomination in which such Bond is permitted to be issued as set forth in the Authorizing Document authorizing the issuance of such Bond.

(47) “Moody's” shall mean Moody's Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns.

(48) “Net Revenues” means the Gross Revenues less the Operating Expenses.

(49) “Operating Expenses” means all expenses incurred for operation, maintenance and repair of the Sewer System, including but not limited to administrative expenses, financial and auditing expenses, insurance premiums, claims (to the extent monies are not available from proceeds of insurance) legal and engineering expenses relating to operation and maintenance, payments and reserves for pension benefits (including debt service on bonds or other obligations issued to finance unfunded pension liabilities), payments and reserves for retirement, health, hospitalization, taxes and sick leave benefits, credits to the Rate Stabilization Account from the unrestricted General Fund, and any other similar expenses to be paid to the extent properly and directly attributable to operations of the Sewer System. Operating Expenses do not include: (a) any rebates or penalties paid from Gross Revenues under Section 148 of the Code; (b) payments for the settlement of litigation and payments to the Liability Reserve Fund; (c) depreciation and amortization of property, values or losses, and all amounts treated for accounting purposes as payments for capital expenditures; (d) debt service payments (including amounts treated for accounting purposes as debt service payments, but not including debt service payments on bonds or other obligations issued to finance unfunded pension liabilities of the District); (e) the expenses of owning, operating or maintaining any Separate Utility System; or (f) the amount of any future gross receipts tax levied by Washington County.

(50) “Opinion of Bond Counsel” means an opinion in writing of Bond Counsel addressed to the District to the effect that the action proposed to be taken is authorized or permitted by the laws of the State and the Resolution or other such action will not adversely affect the validity of the Bonds under the laws of the state or the exclusion from gross income for federal income tax purposes of interest on the Bonds to the extent such Bonds were issued as Tax-Exempt Obligations.

(51) “ORS” means the Oregon Revised Statutes.


(52) “Outstanding Bonds” means all Bonds authorized and delivered pursuant to this Master Resolution except Bonds theretofore cancelled or defeased pursuant to Section 14 of this Master Resolution.

(53) “Permitted Investments” means the following to the extent the same are legal for investments of funds of the District: (a) any bonds or other obligations for which principal and interest constitute direct obligations of, or are unconditionally guaranteed by, the United States, including obligations of any of the federal agencies set forth in clause (b) below to the extent unconditionally guaranteed by the United States; (b) obligations of the: Export-Import Bank of the United States, Government National Mortgage Association, Federal National Mortgage Association, Federal Financing Bank, Farmers Home Administration, Federal Housing Administration, Private Export Funding Corporation, Federal Home Loan Bank, and Federal Home Loan Mortgage Bank, or any agency or instrumentality of the Federal Government which shall be established for the purposes of acquiring the obligations of any of the foregoing or otherwise providing financing therefor; (c) legally issued direct and general obligations of the states of Oregon, Washington, Idaho or California, to the payment of the principal of and interest on which the full faith and credit of such state is pledged, provided, that at the time of their purchase, such obligations are rated in one of the two highest rating categories by either Moody's or S&P, or in the event each of such rating agencies rates such obligations by each of them; (d) certificates of deposit, whether negotiable or non-negotiable, issued by any bank, savings and loan association, or trust company, which maintain a head office or branch in the State, provided that such certificates of deposit shall be (i) continuously and fully insured by the Federal Deposit Insurance Corporation, or (ii) continuously and fully secured by such securities as are described above in clauses (a) or (b), which shall have a market value (exclusive of accrued interest) at all times at least equal to the principal amount of such certificates of deposit or (iii) certificates of deposit with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchase of “A-1” or “A-1+” by S&P and “P-1” by Moody's; (e) any written repurchase agreement with any bank, savings institution or trust company which is insured by the Federal Deposit Insurance Corporation, or with any brokerage dealer with retail customers which falls under Securities Investors Protection Corporation protection, provided that such repurchase agreements are fully secured by direct obligations of the United States of America or of federal agencies as set forth in clause (b) above, and provided further that


(i) such collateral is held by the District or its agent or trustee during the term of such repurchase agreement, (ii) such collateral is not subject to liens or claims of third parties, (iii) such collateral has a market value (determined at least once weekly) at least equal to 100% of the amount invested in the repurchase agreement, (iv) the District or its agent or trustee has a perfected first security interest in the collateral, (v) the failure to maintain such collateral at the level required in (iii) above will require the District or its agent or trustee to liquidate the collateral; (f) Refunded Municipals; (g) REFCORP debt obligations unconditionally guaranteed by the United States; (h) banker's acceptances with commercial banks that have a rating on their short-term certificates of deposit on the date of purchase of “A-1” or “A-1+” by S&P or “P-1” by Moody's, or in the event each of such rating agencies rates such obligations, by each of them, and that mature no more than 360 days after the date of purchase; (i) investments in either (i) the state investment fund established pursuant to ORS 293.701(q), the local Government Investment Pool provided under ORS 294.805 to 294.895, or the investment pool authorized by ORS 293.822 to 293.824; or (j) any investments or investment agreements permitted under the laws of the State of Oregon as amended from time to time, and as long as the Bonds are insured by the Credit Provider, such investments or investment agreements approved by the Credit Provider.

(54) “Qualified Consultant” means an independent engineer, an independent auditor, an independent financial advisor, or similar independent professional consultant of nationally recognized standing and having experience and expertise in the area for which such person or firm is retained by the District for purposes of performing activities specified in this Master Resolution or any Authorizing Document.

(55) “Rate Stabilization Account” means the Rate Stabilization Account of the General Fund established pursuant to Section 3 of this Master Resolution.

(56) “Rating Agency” means: (a) For any Bonds issued before the Series 2009 Bonds, and any Reserve Credit Facilities that the District obtained before the Series 2009 Bonds are issued, only Moody’s and S&P. (b) For the Series 2009 Bonds and any Bonds issued after the Series 2009 Bonds, means Moody’s, S&P, or any other nationally recognized financial rating agency rating those Bonds at the request of the District, including but not limited to such agencies that rate the claims-paying ability of insurance companies.

(57) “Rebate Account” means any rebate account which may be established pursuant to Section 4 hereof to comply with the Tax Covenants.


(58) “Record Date” shall mean for each Series of Bonds, the date or dates established by the Authorizing Document pursuant to which such Series of Bonds is issued as the Record Date.

(59) “Redemption Price” shall mean, with respect to any Bond, the amount payable upon the redemption or prepayment thereof prior to maturity, including the principal of, premium (if any) and accrued or accreted interest thereon.

(60) “Redemption” shall mean any mandatory or optional redemption or prepayment of any Bond.

(61) “Refunded Municipals” shall mean pre-refunded municipal obligations meeting the following conditions: (a) the obligations are not callable prior to maturity or the trustee has been given irrevocable instructions concerning their calling and redemption and the issuer has covenanted not to redeem such obligations other than as set forth in such instruction; (b) the obligations are secured by cash or Defeasance Obligations which may be applied only to interest, principal, and premium payments of such obligations; (c) the obligations are rated in the highest rating category by Moody's or S&P, or in the event each of such rating agencies has rated such obligations, by each of them; (d) the principal and interest of the Defeasance Obligations (plus any cash in the fund) are sufficient to meet the liabilities of the obligations, which sufficiency has been verified by an independent public accountant; (e) the Defeasance Obligations serving as security for the obligations are held by an escrow agent or a trustee; and (f) the Defeasance Obligations are not available to satisfy any other claims, including those against the trustee or escrow agent.

(62) “Registrar” means the paying agent and registrar designated by the District.

(63) “Reserve Credit Event” means the occurrence of any of the following: (a) the withdrawal or suspension of all Reserve Credit Facility Ratings for a Reserve Credit Facility; or (b) the downgrading of all Reserve Credit Facility Ratings for a Reserve Credit Facility below investment grade, or the equivalent rating reasonably determined by the District if rating terminology changes after January, 2009 (As of January, 2009, a rating below investment grade by Moody’s is a rating below Baa3, and a rating below investment grade by S&P is a rating below BBB-); or (c) the District properly tenders a request for funds under a Reserve Credit Facility, and the requested funds are not delivered materially in accordance with the terms of such Reserve Credit Facility.

(64) “Reserve Credit Facility” shall mean a Credit Facility issued for the purpose of funding, in lieu of cash, all or any portion of a Reserve Requirement and which is issued or provided by a Credit Provider whose long-term debt obligations, financial strength or claims-paying ability (as appropriate) is rated, at the time the Reserve Credit Facility is issued, within one of the two highest rating categories (using the rating categories in effect in January, 2009) by


each Rating Agency, or the equivalent reasonably determined by the District if the rating categories used by the Rating Agencies change after January, 2009. As of January, 2009, a rating within one of the two highest rating categories by Moody’s is a rating of Aa3 or higher, and a rating within one of the two highest rating categories by S&P is a rating of AA- or higher.

(65) “Reserve Credit Facility Ratings” means the long-term debt, financial strength or claims-paying ability ratings assigned by each Rating Agency to: (a) a Credit Provider of a Reserve Credit Facility and (b) to any reinsurer of the obligations of a Credit Provider under a Reserve Credit Facility.

(66) “Reserve Requirement” means: (a) In the case of the First Senior Lien Reserve Subaccount, the amount specified in Section 3.E(d). ; or (b) In the case of the 1997 Series One Reserve Subaccount, the amount described in Section 3.F(d); (c) In the case of any Reserve Subaccount except the First Senior Lien Reserve Subaccount or the 1997 Series One Reserve Subaccount, “Reserve Requirement” means a set of rules for funding and valuing a Reserve Subaccount that is established by the District at the time the first Series of Bonds is issued that is secured by that Reserve Subaccount. Each such Reserve Requirement shall indicate the amount that is required to be credited to the subaccount, the dates by which that amount must be credited to the subaccount, and any requirements for restoring amounts to the subaccount if the balance in the Reserve Subaccount is less than its Reserve Requirement. (d) If a Series of Bonds is issued in the form of a loan agreement or another obligation other than a conventional bond, the Reserve Requirement for the reserve subaccount that secures that Series shall be calculated in the same manner as if the principal and interest payments due on that Series were principal and interest payments that are due on a conventional bond.

(67) “Reserve Subaccount” means a Reserve Subaccount in the Senior Lien Reserve Account or the Second Lien Reserve Account.

(68) “S&P” means Standard & Poor's Corporation, a corporation organized and existing under the laws of the State of New York, its successors and their assigns.

(69) “Senior Lien Account” means the Senior Lien Account of the Debt Service Fund created pursuant to Section 3 of this Master Resolution.

(70) “Senior Lien Parity Obligations” means the First Senior Lien Subaccount Obligations and any revenue bonds or other obligations of the District which comply with the provisions of Section 6 of this Master Resolution for the issuance of Senior Lien Parity Obligations.

(71) “Senior Lien Reserve Account” means the Senior Lien Reserve Account established pursuant to Section 3 of this Master Resolution.


(72) “Senior Lien Reserve Valuation Date” means July 1 of each year (or the first Business Day thereafter, if July 1 is not a Business Day), any day on which amounts are transferred out of the Senior Lien Reserve Account, and any date on which Senior Lien Parity Obligations are issued.

(73) “Separate Utility System” means utility properties and assets, real and personal, tangible and intangible, which are declared, resolved or found by the Board to constitute a system which is distinct from the Sewer System at the time they are financed.

(74) “Serial Obligations” means, with respect to a particular Series of Bonds, the portions of such Series which shall be stated to mature or become due and payable serially in annual installments but not including Term Obligations.

(75) “Series” or “Series of Bonds” means all of the Bonds issued, authenticated and delivered on a single date, unless an Authorizing Document for the Bonds provides to the contrary.

(76) “Series 2009 Bonds” means: (a) the Senior Lien Parity Obligations that are sold pursuant to District Resolution and Order No. 08-44 that was adopted by the Board of the District on December 2, 2008; or (b) if no Senior Lien Parity Obligations are sold pursuant to that resolution and order, the first Series of Senior Lien Parity Obligations that are issued after January 1, 2009.

(77) Sewer System” means all real and personal property now or hereafter owned, operated, used, or maintained by the District for sanitary sewage disposal or sanitary sewage purification within or without the corporate limits of the District, including but not limited to, intercepting sewers, diversion sewers, relieving or interconnection sewers, lift stations, and plants for treatment, processing, and disposal of sanitary sewage.

(78) “State” shall mean the State of Oregon.

(79) “Second Lien Account” means the Second Lien Account of the Debt Service Fund created pursuant to Section 3 of this Master Resolution.

(80) “Second Lien Parity Obligations” means the 1997 Series One Bonds and any revenue bonds or other obligations of the District which comply with the provisions of Section 7 of this Resolution for the issuance of Second Lien Parity Obligations.

(81) “Second Lien Reserve Account” means the Second Lien Reserve Account established pursuant to Section 3 of this Master Resolution.

(82) “Second Lien Reserve Valuation Date” means July 1 of each year (or the first Business Day thereafter, if July 1 is not a Business Day), any day on which amounts are transferred out of the Second Lien Reserve Account, and any date on which Second Lien Parity Obligations are issued.


(83) “Tax Covenants” shall mean with respect to Tax-Exempt Obligations, the covenants of the District to comply with the Code to ensure the initial and continued exclusion from gross income for federal income tax purposes of the interest on such Bonds.

(84) “Tax Maximum” means, for any Series of Bonds, the lesser of: the greatest amount of principal, interest and premium, if any, required to be paid in any Fiscal Year on such Series; 125% of average amount of principal, interest and premium, if any, required to be paid on such Series during all Fiscal Years in which such Series will be Outstanding, calculated as of the date of issuance of such Series; or, ten percent of the proceeds of such Series, as “proceeds” is defined for purposes of Section 148(d) of the Code. If a Series of Bonds is issued in the form of a loan agreement or another obligation other than a conventional bond, the Tax Maximum for that Series shall be calculated in the same manner as if the principal and interest payments due on that Series were principal and interest payments that are due on a conventional bond.

(85) “Taxable Obligation” shall mean any Bond, the interest on which is included in gross income for federal income tax purposes.

(86) “Tax-Exempt Obligation” shall mean any Bond, the interest on which is excluded from gross income for federal income tax purposes.

(87) “Term Obligations” shall mean the portion of a Series of Bonds which shall be stated to mature on one date and which are subject to scheduled mandatory redemption prior to maturity pursuant to a Mandatory Redemption Schedule.

Section 2. Authentication, Registration and Transfer

A. The provisions of this Section 2 apply only if a Series of the Bonds ceases to be a book-entry only issue and the Authorizing Documents do not specify otherwise.

B. No Bond shall be entitled to any right or benefit under this Master Resolution unless it shall have been authenticated by an authorized officer of the Registrar. The Registrar shall authenticate all Bonds to be delivered at closing, and shall additionally authenticate all Bonds properly surrendered for exchange or transfer pursuant to this Master Resolution.

C. All Bonds shall be in registered form. The District previously appointed the United States National Bank of Oregon to serve as Registrar for the Bonds. A successor Registrar may be appointed for the Bonds by resolution and order of the District. The Registrar shall provide notice to Bondowners of any change in the Registrar not later than the Interest Payment Date following the change in Registrar.

D. The ownership of all Bonds shall be entered in the Bond register maintained by the Registrar and the District and Registrar may treat the person listed as owner in the Bond register as the owner of the Bond for all purposes.

E. The Registrar shall mail each interest payment on the Interest Payment Date (or the next Business Day if the Interest Payment Date is not a Business Day) to the name and


address of the Bondowner, as that name and address appear on the Bond register as of the Record Date. If payment is so mailed, neither the District nor the Registrar shall have any further liability to any party for such payment.

F. Bonds may be exchanged for an equal principal amount of Bonds of the same maturity which are in different authorized denominations, and Bonds may be transferred to other owners if the Bondowner submits the following to the Registrar:

(1) written instructions for exchange or transfer satisfactory to the Registrar, signed by the Bondowner or his attorney in fact and guaranteed or witnessed in a manner satisfactory to the Registrar; and

(2) the Bonds to be exchanged or transferred.

G. The Registrar shall not be required to exchange or transfer any Bonds submitted to it during any period beginning with a Record Date and ending on the next following Interest Payment Date; however, such Bonds shall be exchanged or transferred promptly following the payment date.

H. The Registrar shall not be required to exchange or transfer any Bonds which have been designated for redemption if such Bonds are submitted to it during the fifteen-day period preceding the designated redemption date.

I. For purposes of this section, Bonds shall be considered submitted to the Registrar on the date the Registrar actually receives the materials described in Section 2.F.

J. The District may alter these provisions regarding registration and transfer by mailing notification of the altered provisions to all Bondowners. The altered provisions shall take effect on the date stated in the notice, which shall not be earlier than 45 days after notice is mailed.

Section 3. Bond Funds and Accounts

A. The District shall create and maintain the accounts described in this Section 3 so long as any Bonds are Outstanding, and shall deposit Net Revenues into those accounts in accordance with Section 4 of this Master Resolution.

(1) A Senior Lien Account and a Second Lien Account of the Debt Service Fund are hereby created in the Debt Service Fund for the purpose of paying the principal of, premium, if any, and interest on the Bonds.

(2) The District hereby covenants with the Owners of the Bonds that it will, not less than one Business Day prior to each Interest Payment Date, transfer Net Revenues into the Debt Service Fund in an amount sufficient to pay all Bond principal and interest that is due on that Interest Payment Date. Transfers shall be made to the Senior Lien Account to pay Senior Lien Parity Obligations from the Net Revenues in the priority described in Section 4.A(2). Transfers


shall be made to the Second Lien Account to pay Second Lien Parity Obligations from the Net Revenues in the priority described in Section 4.A(5).

(3) The District hereby covenants with the Owners of the Bonds that it will, on the first Business Day of each month, make any transfers of Net Revenues to the Senior Lien Reserve Account and the Second Lien Reserve Account in the amounts and on the dates described in this Section 3. Transfers to the Senior Lien Reserve Account shall be made from the Net Revenues in the priority described in Section 4.A(3), and transfers to the Second Lien Reserve Account shall be made from the Net Revenues in the priority described in Section 4.A(6).

(4) The Senior Lien Reserve Account is hereby created within the Debt Service Fund. The Senior Lien Reserve Account shall contain the First Senior Lien Reserve Subaccount. The District may elect to create additional Reserve Subaccounts in the Senior Lien Reserve Account for Senior Lien Parity Obligations that the District issues after the Series 2009 Bonds. If the District creates an additional Reserve Subaccount in the Senior Lien Reserve Account, it shall establish a Reserve Requirement for that Reserve Subaccount. However, this Master Resolution does not obligate the District to provide a Reserve Subaccount in the Senior Lien Reserve Account for any Series of Senior Lien Parity Obligations issued after the Series 2009 Bonds, or to secure any Series of Senior Lien Parity Obligations that are issued after the Series 2009 Bonds with the First Senior Lien Reserve Subaccount or any other subaccount in the Reserve Account.

(5) The District shall value the amounts credited to each Reserve Subaccount in the Senior Lien Reserve Account on each Senior Lien Reserve Valuation Date. If any Reserve Subaccount in the Senior Lien Reserve Account contains less than its Reserve Requirement on a Senior Lien Reserve Valuation Date, the District shall make consecutive monthly transfers pursuant to Section 4.A(3) to restore the deficiency. Transfers shall commence on the first business day of the month following the month in which the Senior Lien Reserve Valuation Date occurred.

(a) For deficiencies that are due to the occurrence of a Reserve Credit Event, each transfer required by this Section 3.A(5) shall be at least equal to one thirty-sixth (1/36) of the deficiency that was measured on the first Senior Lien Reserve Valuation Date that occurred on or after the Reserve Credit Event.

(b) For deficiencies that are not due to the occurrence of a Reserve Credit Event, each transfer required by this Section 3.A(5) shall be at least equal to one twelfth (1/12) of the deficiency that was measured on that Senior Lien Reserve Valuation Date.

(6) Transfers to the Senior Lien Reserve Account shall be allocated among deficient Reserve Subaccounts pro rata based on the measured deficiencies in those Reserve Subaccounts on the most recent Senior Lien Reserve Valuation Date.

(7) Transfers to each Reserve Subaccount in the Senior Lien Reserve Account shall be applied first, to reimburse the Providers of any Reserve Credit Facilities pro rata for amounts


advanced under the Reserve Credit Facility; second, to replenish the balance in the subaccount with cash or Permitted Investments; and third to pay to the Providers of any Reserve Credit Facilities pro rata any other amounts owed under a Reserve Credit Facility (including any interest, fees and penalties associated with any draw under a Reserve Credit Facility).

(8) If the value of the cash and Permitted Investments in any Reserve Subaccount in the Senior Lien Reserve Account on a Senior Lien Reserve Valuation Date exceeds its Reserve Requirement, the District may transfer the excess:

(a) First, pro rata to any Reserve Subaccounts in the Senior Lien Reserve Account that have balances that are less than their Reserve Requirements; and,

(b) Second, to Senior Lien Account or to pay costs of capital improvements to the Sewer System.

(9) Moneys in each Reserve Subaccount in the Senior Lien Reserve Account may be invested only in Permitted Investments that mature no later than the final maturity date of the Series of Senior Lien Parity Obligations that are secured by that Reserve Subaccount. Earnings on each Reserve Subaccount in the Senior Lien Reserve Account shall be credited to that subaccount whenever the District is required to make transfers to the Senior Lien Reserve Account pursuant to Section 4.A(3). Otherwise earnings shall be transferred:

(a) First, pro rata to any subaccounts in the Senior Lien Reserve Account that have balances that are less than their Reserve Requirements; and,

(b) Second, to Senior Lien Account or to pay costs of capital improvements to the Sewer System.

(10) Whenever the District values amounts credited to a Reserve Subaccount in the Senior Lien Reserve Account the District shall subtract from the value of the Permitted Investments and cash in that subaccount all amounts then owed under Reserve Credit Facilities that are credited to that subaccount, including any principal, interest, fees and penalties associated with all unpaid draws under those Reserve Credit Facilities.

(11) All cash and Permitted Investments credited to a Reserve Subaccount in the Senior Lien Reserve Account may be applied to the final payment (whether at maturity, by prior redemption or by means of a defeasance as provided in Section 14) of Outstanding Senior Lien Parity Obligations that are secured by that subaccount. Amounts so applied shall be credited against the amounts the District is required to transfer into the Senior Lien Account of the Debt Service Fund under Section 4.A(2).

B. The Second Lien Reserve Account is hereby created within the Debt Service Fund. The Second Lien Reserve Account shall contain the 1997 Series One Reserve Subaccount. The District may elect to create additional Reserve Subaccounts in the Second Lien Reserve Account when the District issues Second Lien Parity Obligations. If the District creates an additional Reserve Subaccount in the Second Lien Reserve Account it shall establish a Reserve


Requirement for that subaccount. However, this Master Resolution does not obligate the District to provide a Reserve Subaccount in the Second Lien Reserve Account for any subsequent Series of Second Lien Parity Obligations, or to secure any such Series with the 1997 Series One Reserve Subaccount or any other Reserve Subaccount in the Second Lien Reserve Account.

(1) If any Reserve Subaccount in the Second Lien Reserve Account contains less than its Reserve Requirement, the District shall make transfers to restore the balances in those subaccounts as provided in Section 3.B(4).

(2) Transfers to the Second Lien Reserve Account shall be allocated among deficient subaccounts pro rata based on the amount of the deficiency in those subaccounts.

(3) Transfers to each Reserve Subaccount in the Second Lien Reserve Account, shall be applied first, to reimburse the Providers of any Reserve Credit Facilities pro rata for amounts advanced under the Reserve Credit Facility; second, to replenish the balance in the subaccount with cash or Permitted Investments; and third to pay to the Providers of any Reserve Credit Facilities pro rata any other amounts owed under a Reserve Credit Facility (including any interest, fees and penalties associated with any draw under a Reserve Credit Facility).

(4) The District shall value the amounts credited to each Reserve Subaccount in the Second Lien Reserve Account on each Second Lien Reserve Valuation Date. If the value of amounts credited to a Reserve Subaccount in the Second Lien Reserve Account on a Second Lien Valuation Date is less than its Reserve Requirement, then beginning on the first day of the month that follows the month in which the Second Lien Reserve Valuation Date occurs, the District shall make consecutive monthly transfers to the subaccount until the District has restored the deficiency as provided in Section 4.A(6).

(a) For deficiencies that are due to the occurrence of a Reserve Credit Event, each transfer required by this Section 3.B(4) shall be at least equal to one thirty-sixth (1/36) of the deficiency that was measured on the first Second Lien Reserve Valuation Date that occurred on or after the Reserve Credit Event.

(b) For deficiencies that are not due to the occurrence of a Reserve Credit Event, each transfer required by this Section 3.B(4) shall be at least equal to one twelfth (1/12) of the deficiency that was measured on that Second Lien Reserve Valuation Date.

(5) If the value of the cash and investments in any Reserve Subaccount in the Second Lien Reserve Account on a Valuation Date exceeds its Reserve Requirement, the District may transfer the excess:

(a) First, pro rata to any subaccounts in the Second Lien Reserve Account that have balances that are less than their Reserve Requirements; and,

(b) Second, to Second Lien Account or to pay costs of capital improvements to the Sewer System.


(6) Moneys in each Reserve Subaccount in the Second Lien Reserve Account may be invested only in Permitted Investments that mature no later than the final maturity date of the Series of Second Lien Parity Obligations that are secured by that subaccount. Earnings on each Reserve Subaccount in the Second Lien Reserve Account shall be credited to that subaccount whenever the balance in that subaccount is less than its Reserve Requirement. Otherwise earnings shall be credited to the Second Lien Account.

(7) Whenever the District values amounts credited to a Reserve Subaccount in the Second Lien Reserve Account the District shall subtract from the value of the Permitted Investments and cash in that subaccount all amounts then owed under Reserve Credit Facilities that are credited to that subaccount, including any principal, interest, fees and penalties associated with any unpaid draws under those Reserve Credit Facilities.

(8) Withdrawals from each Reserve Subaccount in the Second Lien Reserve Account shall be made in the following order of priority:

(a) First, from any cash credited to the subaccount;

(b) Second, from the liquidation proceeds of any Permitted Investments credited to the subaccount; and

(c) Third, from moneys drawn or paid pro-rata under any Reserve Credit Facilities credited to that subaccount.

(9) All cash and Permitted Investments credited to a Reserve Subaccount in the Second Lien Reserve Account may be applied to the final payment (whether at maturity, by prior redemption or by means of a defeasance as provided in Section 14) of Outstanding Second Lien Parity Obligations that are secured by that subaccount. Amounts so applied shall be credited against the amounts the District is required to transfer into the Second Lien Account under Section 4.A(5).

C. Valuation of Investments. Investments credited to the First Senior Lien Reserve Subaccount and the 1997 Series One Subaccount shall be valued on each Valuation Date as provided in this Section 3.C. Investments credited to other subaccounts in the Senior Lien Reserve Account and the Second Lien Reserve Account shall be valued as provided in this Section 3.C if the documents authorizing the creation of those subaccounts so provide.

(1) Demand deposits, deposits in the Oregon Short Term Fund and investments which mature in two years or less after the Valuation Date shall be valued at their face amount, plus accrued interest;

(2) Investments which mature more than two years after the Valuation Date and for which bid and asked prices are published on a regular basis in the Wall Street Journal (or, if not there, then in the New York Times) shall be valued at the average of their most recently published bid and asked prices;


(3) Investments which mature more than two years after the Valuation Date and for which the bid and asked prices are not published on a regular basis in the Wall Street Journal or the New York Times shall be valued at the average bid price quoted by any two nationally recognized government securities dealers (selected by the District in its absolute discretion) at the time making a market in such investments or the bid price published by a nationally recognized pricing service; and

(4) Any investment which is not specified above and which matures more than two years after the Valuation Date shall be valued at its fair market value as reasonably estimated by the District.

D. Valuation of Reserve Credit Facilities. Reserve Credit Facilities credited to the First Senior Lien Reserve Subaccount shall be valued on each Senior Lien Reserve Valuation Date as provided in this Section 3.D. Reserve Credit Facilities credited to the 1997 Series One Subaccount shall be valued on each Second Lien Reserve Valuation Date as provided in this Section 3.D. Reserve Credit Facilities credited to other subaccounts in the Senior Lien Reserve Account and the Second Lien Reserve Account shall be valued as provided in this Section 3.D if the documents authorizing the creation of those subaccounts so provide.

(1) Reserve Credit Facilities for which no Reserve Credit Event has occurred and is continuing shall be valued at their face amount, less any amount which has been drawn and not repaid on the Valuation Date; and,

(2) Reserve Credit Facilities for which a Reserve Credit Event has occurred and is continuing shall have no value.

E. The First Senior Lien Reserve Subaccount.

(a) The First Senior Lien Reserve Subaccount is hereby created in the Senior Lien Reserve Account.

(b) The First Senior Lien Reserve Subaccount shall secure the First Senior Lien Subaccount Obligations and may secure any other Series of Senior Lien Parity Obligations that the District elects to secure with the First Senior Lien Reserve Subaccount.

(c) Amounts credited to the First Senior Lien Reserve Subaccount shall be used only to pay Senior Lien Parity Obligations that are secured by the First Senior Lien Reserve Subaccount, and only if Net Revenues (other than amounts in the Senior Lien Reserve Account) are insufficient.

(d) The Reserve Requirement for the First Senior Lien Reserve Subaccount shall be Maximum Annual Debt Service on all Outstanding Senior Lien Parity Obligations that are secured by the First Senior Lien Reserve Subaccount unless the District elects to secure Senior Lien Parity Obligations that are issued after the Series 2009 Bonds with the First Senior Lien Reserve Subaccount.


(i) When the District issues the Series 2009 Bonds the District shall deposit an amount of cash equal to the Tax Maximum for the Series 2009 Bonds into the First Senior Lien Reserve Subaccount. Unless the providers of the Reserve Credit Facilities that are described in Section 3.E(e) consent, the District shall maintain an amount of cash or a value of Permitted Investments (excluding the amount of any Reserve Credit Facilities) in the First Senior Lien Reserve Account that is at least equal to the Tax Maximum on the Series 2009 Bonds so long as any of the Reserve Credit Facilities described in Section 3.E(e) are in effect.

(ii) If the District elects to secure Senior Lien Parity Obligations that are issued after the Series 2009 Bonds with the First Senior Lien Reserve Subaccount, the Reserve Requirement for the First Senior Lien Reserve Subaccount shall be the lesser of Maximum Annual Debt Service on all Senior Lien Parity Obligations that are secured by the First Senior Lien Reserve Subaccount or the amount described in the next sentence. If a Series of Senior Lien Parity Obligations is issued after the Series 2009 Bonds, and is secured by the First Senior Lien Reserve Subaccount, and at the time that Series is issued the amounts required to be added to the First Senior Lien Reserve Subaccount to make the balance in the First Senior Lien Reserve Subaccount equal to the Maximum Annual Debt Service on all Senior Lien Parity Obligations that are secured by the First Senior Lien Reserve Subaccount exceeds the Tax Maximum for that Series, then the Reserve Requirement for the First Senior Lien Reserve Subaccount shall mean the Reserve Requirement for the First Senior Lien Reserve Subaccount that was in effect immediately prior to issuance of that Series, plus the Tax Maximum for that Series.

(iii) If the District elects to secure any Senior Lien Parity Obligations that are issued after the Series 2009 Bonds with the First Senior Lien Reserve Subaccount, the District may elect to fund any resulting increase in the Reserve Requirement for the First Senior Lien Reserve Subaccount over a period of five years.

(e) The following Reserve Credit Facilities shall be credited to the First Senior Lien Reserve Subaccount:

(i) The Reserve Credit Facility issued by Financial Guaranty Insurance Corporation in connection with the 1996 Bonds.

(ii) The Reserve Credit Facility issued by AMBAC Indemnity Corporation in connection with the 1997 Series A Bonds that became available to pay the 1997 Series A Bonds when the 1997 Series A Bonds refunded the 1992 Series A Bonds.


(iii) The Reserve Credit Facility issued by Financial Guaranty Insurance Corporation in connection with the 2001 Bonds.

(iv) The Reserve Credit Facility issued by MBIA Insurance Corporation in connection with the 2004 Bonds.

(f) If, on any Interest Payment Date after the transfer described in Section 3.A(2) the amounts credited to the Senior Lien Account are insufficient to pay all the principal of, premium (if any) and interest due on all Senior Lien Parity Obligations that are secured by the First Senior Lien Reserve Subaccount that is due on that Interest Payment Date, the District shall transfer an amount equal to the deficiency from the First Senior Lien Reserve Subaccount to the Senior Lien Account and apply the amount so transferred solely to pay the Senior Lien Parity Obligations that are secured by the First Senior Lien Reserve Subaccount.

(g) Transfers shall be made to the Senior Lien Account from the following assets in the First Senior Lien Reserve Subaccount in the following order of priority:

(i) First, from any cash credited to the First Senior Lien Reserve Subaccount;

(ii) Second, from the liquidation proceeds of any Permitted Investments credited to the First Senior Lien Reserve Subaccount; and

(iii) Third, from moneys drawn or paid pro rata under any Reserve Credit Facilities that are credited to the First Senior Lien Reserve Subaccount.

F. The 1997 Series One Reserve Subaccount.

(a) The 1997 Series One Reserve Subaccount is hereby created in the Second Lien Reserve Account.

(b) The 1997 Series One Reserve Subaccount shall secure only the District’s 1997 Series One Bonds and any Series of Second Lien Parity Obligations that the District issues after January 1, 2009 and elects to secure with the 1997 Series One Reserve Subaccount.

(c) Amounts credited to the 1997 Series One Reserve Subaccount shall be used only to pay Second Lien Parity Obligations that are secured by the 1997 Series One Reserve Subaccount, and only if Net Revenues (other than amounts in the Senior Lien Account, the Senior Lien Reserve Account and the Second Lien Reserve Account) are insufficient.

(d) The Reserve Requirement for the 1997 Series One Reserve Subaccount shall be the lesser of Maximum Annual Debt Service on all Second Lien Parity Obligations that are secured by the 1997 Series One Reserve Subaccount or the amount described in the next sentence. If a Series of Second Lien Parity Obligations is issued


after January 1, 2009, and is secured by the 1997 Series One Reserve Subaccount, and at the time that Series is issued the amounts required to be added to the 1997 Series One Reserve Subaccount to make the balance in the 1997 Series One Reserve Subaccount equal to the Maximum Annual Debt Service on all Second Lien Parity Obligations that are secured by the 1997 Series One Reserve Subaccount exceeds the Tax Maximum for that Series, then the Reserve Requirement for the 1997 Series One Reserve Subaccount shall mean the Reserve Requirement for the 1997 Series One Reserve Subaccount that was in effect immediately prior to issuance of that Series, plus the Tax Maximum for that Series. The District may elect to fund any increase in the Reserve Requirement for the 1997 Series One Reserve Subaccount that results from securing additional Second Lien Parity Obligations with that subaccount over a period of five years.

(e) The Reserve Credit Facility issued by AMBAC Indemnity Corporation in connection with the 1992 Series One Bonds that became available to pay the 1997 Series One Bonds when the 1997 Series One Bonds refunded the 1992 Series One Bonds shall be credited to the 1997 Series One Reserve Subaccount.

(f) If, on any Interest Payment Date after the transfer described in Section 3.A(2) the amounts credited to the Second Lien Account are insufficient to pay all the principal of, premium (if any) and interest due on all Second Lien Parity Obligations that are secured by the 1997 Series One Reserve Subaccount that is due on that Interest Payment Date, the District shall transfer an amount equal to the deficiency from the 1997 Series One Reserve Subaccount to the Second Lien Account and apply the amount so transferred solely to pay the Second Lien Parity Obligations that are secured by the 1997 Series One Reserve Subaccount.

(g) Withdrawals from the 1997 Series One Reserve Subaccount shall be made from the following assets credited to the 1997 Series One Reserve Subaccount in the following order of priority:

(1) First, from any cash credited to the 1997 Series One Reserve Subaccount;

(2) Second, from the liquidation proceeds of any Permitted Investments credited to the 1997 Series One Reserve Subaccount; and

(3) Third, from moneys drawn or paid pro rata under any Reserve Credit Facilities credited to the 1997 Series One Reserve Subaccount.

G. The Rate Stabilization Account was heretofore created within the General Fund. Monies in the Rate Stabilization Account will be transferred as determined from time to time by the District. The District may make payments into the Rate Stabilization Account from the General Fund at any time. Money in the Rate Stabilization Account may be withdrawn at any time and used for any purpose for which the Gross Revenues may be used. Amounts withdrawn from the Rate Stabilization Account shall increase Gross Revenues for the period for which they


are withdrawn, and amounts deposited in the Rate Stabilization Account shall reduce Gross Revenues for the period for which they are deposited. Credits to or from the Rate Stabilization Account that occur within ninety days after the end of a Fiscal Year may be treated as occurring within such Fiscal Year. Earnings on the Rate Stabilization Account shall be credited to the General Fund.

Section 4. Deposit, Pledge and Use of Gross Revenues

A. All Gross Revenues other than interest earnings on the Construction Fund and Debt Service Fund shall be deposited to and maintained in the General Fund, or the Capital Reserve Fund, heretofore created. As long as any Bonds remain Outstanding, monies and investments in the General Fund and the Capital Reserve Fund shall be used solely to pay the following amounts in the following order:

(1) To pay Operating Expenses (other than payments to the Rate Stabilization Account);

(2) To credit the Senior Lien Account to pay Annual Debt Service on any Senior Lien Parity Obligations in accordance with Section 3.A(2);

(3) To restore any deficient subaccounts in the Senior Lien Reserve Account to their Reserve Requirements in accordance with Section 3.A(3);

(4) To pay rebates or penalties to the federal government pursuant to the Tax Covenants or credit a rebate account with respect to any Senior Lien Parity Obligations;

(5) To credit the Second Lien Account to pay Annual Debt Service on any Second Lien Parity Obligations in accordance with Section 3.A(2);

(6) To restore any deficient subaccounts in the Second Lien Reserve Account to their Reserve Requirements in accordance with Section 3.A(3);

(7) To pay rebates or penalties to the federal government pursuant to the Tax Covenants or credit a rebate account with respect to any Second Lien Parity Obligations;

(8) To make all payments required to be made in connection with Junior Lien Obligations;

(9) To credit the Rate Stabilization Account;

(10) To retire by redemption or purchase in the open market any Outstanding Bonds or Junior Lien Obligations or to make appropriate additions, betterments, improvements and repairs to or extension and replacements of the Sewer System, or any other lawful District purposes;

(11) To pay any other expenses of the District which may include payments to a Separate Utility System if the Board so determines.


B. The Senior Lien Parity Obligations shall be payable solely from the Net Revenues and amounts credited to the Senior Lien Account and the Senior Lien Reserve Account as provided in this Master Resolution. The District hereby pledges the Net Revenues and the amounts credited to the Senior Lien Account and Senior Lien Reserve Account to pay the Senior Lien Parity Obligations. Pursuant to ORS 287A.310, these pledges shall be valid and binding from the time of the adoption of this Master Resolution. The Net Revenues and other amounts so pledged and hereafter received by the District shall immediately be subject to the lien of such pledge without any physical delivery or further act, and the lien of these pledges shall be superior to all other claims and liens whatsoever. However, this pledge shall not be construed to give any Owner of a Senior Lien Parity Obligation any right to be paid from amounts held in a Reserve Subaccount of the Senior Lien Reserve Account that does not secure that Senior Lien Parity Obligation.

C. The Second Lien Parity Obligations shall be payable solely from the Net Revenues and amounts credited to the Second Lien Account and the Second Lien Reserve Account as provided in this Master Resolution. The District hereby pledges the Net Revenues and the amounts credited to the Second Lien Account and the Second Lien Reserve Account to pay the Second Lien Parity Obligations. Pursuant to ORS 287A.310, these pledges shall be valid and binding from the time of the adoption of this Master Resolution. The Net Revenues and other amounts so pledged and hereafter received by the District shall immediately be subject to the lien of such pledge without any physical delivery or further act, and the lien of these pledges shall be superior to all other claims and liens whatsoever, except the pledges to secure the Senior Lien Parity Obligations. However, this pledge shall not be construed to give any Owner of a Second Lien Parity Obligation any right to be paid from amounts held in a Reserve Subaccount of the Second Lien Reserve Account that does not secure that Second Lien Parity Obligation.

Section 5. Rate Covenants

A. General Covenant. The District covenants for the benefit of the Owners of all Bonds that it will charge rates and fees in connection with the operation of the Sewer System which are sufficient, with other Gross Revenues, to allow the District to pay all lawful obligations of the District.

B. Senior Lien Rate Covenant

(1) The District covenants for the benefit of the Owners of all Senior Lien Parity Obligations that it will charge rates and fees in connection with the operation of the Sewer System which, when combined with other Gross Revenues, are adequate to generate Net Revenues in each Fiscal Year at least equal to 1.20 times Annual Debt Service due in that Fiscal Year for Senior Lien Parity Obligations. If the Net Revenues fail to meet this level, it will not constitute a default if the District, within ninety days after the end of the Fiscal Year, increases its rates and fees or reduces expenses to a level so that Net Revenues are projected to meet the required level. The District will demonstrate its compliance with the provisions of this Section 5.B by providing a report, certified by the District's Auditor, and prepared at the time of the delivery of the District's Audit for that Fiscal Year. This report will demonstrate the District's


compliance with this covenant, or the methods by which the District intends to achieve compliance with this covenant.

C. Second Lien Rate Covenant

The District covenants for the benefit of the owners of all Second Lien Parity Obligations that it will charge rates and fees in connection with operation of the Sewer System which, when combined with other Gross Revenues, are adequate to generate Net Revenues in each Fiscal Year at least equal to the sum of (1) 1.00 times Annual Debt Service due in that Fiscal year for Senior Lien Parity Obligations plus (2) 1.10 times Annual Debt Service due in that Fiscal Year for Second Lien Parity Obligations. If the Net Revenues fail to meet this level, it will not constitute a default if the District, within ninety days after the end of the Fiscal Year, increases its rates and fees or reduce expenses to a level so that Net Revenues are projected to meet the required level. The District will demonstrate its compliance with the provisions of this Section 5C by providing a report, certified by the District's Auditor, and prepared at the time of the delivery of the District's Audit for that Fiscal Year. This report will demonstrate the District's compliance with this covenant, or the methods by which the District intends to achieve compliance with this covenant.

D. The District may transfer funds from the Rate Stabilization Account to satisfy the requirements of the senior lien rate covenant or the Second Lien rate covenant in Section 5.B and Section 5C of this Master Resolution. In the event that the District transfers funds from the Rate Stabilization Account during any Fiscal Year to satisfy such rate covenants, the District covenants for the benefit of the owners of all Bonds that it will charge rates and fees in connection with operation of the Sewer System which, when combined with other Gross Revenues, are adequate to generate Net Revenues (exclusive of transfers from the Rate Stabilization Account) in such Fiscal Year at least equal to 1.00 times Annual Debt Service due in that Fiscal Year for all Outstanding Bonds. It will not constitute a default if the Net Revenues fail to meet this level, if the District, within ninety days after the end of the Fiscal Year, increases its rates and fees or reduce expenses to a level so that Net Revenues (exclusive of transfers from the Rate Stabilization Account) are projected to meet the required level. The District will demonstrate its compliance with the provisions of this Section 5D by providing a report, certified by the District's Auditor, and prepared at the time of the delivery of the District's Audit for that Fiscal Year. This report will demonstrate the District's compliance with this covenant, or the methods by which the District intends to achieve compliance with this covenant.

E. The District shall require its Auditor to deliver a completed Audit of the District for each Fiscal Year as soon as practicable after the end of each Fiscal Year, but not later than 180 days after the end of each Fiscal Year.

Section 6. Senior Lien Parity Obligations

A. The District may issue Senior Lien Parity Obligations to provide funds for any purpose relating to the Sewer System which is authorized by law, but only upon the following conditions:


(1) No Default under this Master Resolution or any Authorizing Document has occurred and is continuing other than any default under Section 11.C of this Master Resolution.

(2) At the time of the issuance of the Senior Lien Parity Obligations there is no deficiency in the Senior Lien Account and all required deposits and transfers to the Senior Lien Reserve Account have been made.

(3) The Authorizing Document for the Senior Lien Parity Obligations contains a covenant requiring the District to charge rates and fees sufficient to generate Net Revenues equal to the amount described in Section 5.B of this Master Resolution, including the proposed Senior Lien Parity Obligations.

(4) There shall have been filed with the District either:

(a) a certificate of the General Manager stating that Net Revenues for the Base Period are not less than one hundred twenty percent (120%) of the Maximum Annual Debt Service on all Outstanding Senior Lien Parity Obligations, with the proposed Senior Lien Parity Obligations treated as Outstanding. For purposes of the preceding sentence, in the event that the District has adjusted the rates, fees and charges for the services of the Sewer System, and the adjustments take effect after the beginning of the Base Period and no later than sixty (60) days subsequent to the delivery of the proposed Senior Lien Parity Obligations, the General Manager shall reflect in his or her certificate the Net Revenues he or she calculates would have been collected in the Base Period if such new rates, fees and charges had been in effect for the entire Base Period; or

(b) a certificate of the Qualified Consultant:

(i) stating the amount of the Adjusted Net Revenues computed as provided in Section 6A(5) below;

(ii) stating the Maximum Annual Debt Service on all Outstanding Senior Lien Parity Obligations, with the proposed Senior Lien Parity Obligations treated as Outstanding; and,

(iii) concluding that the amount stated pursuant to Section 6.A(4)(b)(i) is not less than one hundred twenty percent (120%) of the amount stated pursuant to Section 6.A(4)(b)(ii)..

(5) For the purposes of the certificate required by paragraph A(5)(b) of this Section 6, Adjusted Net Revenues shall be computed by the Qualified Consultant by adjusting the Net Revenues for the Base Period by any or all of the following conditions and requirements as may be appropriate to the circumstances:

(a) if the Senior Lien Parity Obligations are being issued for the purpose of acquiring operating sewer utility properties having an earnings record, the Qualified Consultant shall estimate the effect on the Net Revenues for the Base Period of the


acquisition of such sewer utility properties and the integration thereof into the Sewer System, and shall adjust the Net Revenues for the Base Period to give effect to such estimate. Any such estimate shall be based upon the operating experience and records of the District and upon any available financial statements and records relating to the earnings of such sewer utility properties to be acquired.

(b) if any changes in rates and charges have been adopted by the Board and which

(i) are in effect on the date of sale and delivery of the Senior Lien Parity Obligations, or

(ii) are to go into effect not later than twelve months after such date, and were not in effect during the entire Base Period, the Qualified Consultant may, if such changes resulted in increases in such rates and charges, and shall, if such changes resulted in reductions in such rates and charges, adjust the Net Revenues for the Base Period to reflect any change in such Net Revenues which would have occurred if the changes in rates and charges had been in effect during the entire Base Period.

(c) if there were any customers added to the Sewer System during the Base Period or thereafter and prior to the date of the Qualified Consultant's certificate, the Net Revenues may be adjusted on the basis that such added customers were customers of the Sewer System during the entire Base Period.

(d) if extensions of or additions to the Sewer System are in the process of construction on the date of the Qualified Consultant's certificate, or if the proceeds of the Senior Lien Parity Obligations being issued are to be used to acquire or construct extensions of or additions to the Sewer System, the Net Revenues for the Base Period may be adjusted by adding any additional revenues not included in the preceding paragraphs that will be derived from such additions and extensions and deducting the estimated increase in operating and maintenance expenses resulting from such additions and extensions.

(6) There shall have been delivered to the District an opinion of Bond Counsel, to the effect that the Senior Lien Parity Obligations are valid and binding obligations of the District and that the issuance of the Senior Lien Parity Obligations shall not cause the interest paid on any Bonds then Outstanding to become subject to federal income taxation.

B. The District may issue Senior Lien Parity Obligations to refund Outstanding Bonds, not withstanding the requirements of Section 6A, if the Annual Debt Service of the refunding Bonds does not exceed the Annual Debt Service for the refunded Bonds payable in any Fiscal Year by more than $5,000.

C. All Senior Lien Parity Obligations issued in accordance with this Section shall have a lien on the Net Revenues which is equal to the lien of all Senior Lien Parity Obligations .


Section 7. Second Lien Parity Obligations

A. The District may issue Second Lien Parity Obligations to provide funds for any purpose relating to the Sewer System which is authorized by law, but only upon the following conditions:

(1) No Default under this Master Resolution has occurred and is continuing other than any default under Section 11.B of this Master Resolution.

(2) At the time of the issuance of the Second Lien Parity Obligations there is no deficiency in the Second Lien Account and all required transfers to the Second Lien Reserve Account have been made.

(3) The Authorizing Document authorizing the issuance of the Second Lien Parity Obligations contains a covenant requiring the District to charge rates and fees sufficient to generate Net Revenues equal to the amount described in Section 5.C of this Master Resolution, including the proposed Second Lien Parity Obligations.

(4) There shall have been filed with the District either:

(a) a certificate of the General Manager stating that Net Revenues in the Base Period are not less than the sum of (i) one hundred percent (100%) of Maximum Annual Debt Service on all Outstanding Senior Lien Parity Obligations, plus (ii) one hundred ten percent (110%) of Maximum Annual Debt Service on all Outstanding Second Lien Parity Obligations, with the proposed Senior Lien Parity Obligations treated as Outstanding. For purposes of the preceding sentence, in the event that any adjustment in the rates, fees and charges for the services of the Sewer System shall be effective at any time or within sixty (60) days subsequent to the delivery of such Series of Second Lien Parity Obligations, the General Manager shall reflect in his or her certificate the Net Revenues he or she calculates would have been collected in the Base Period if such new rates, fees and charges had been in effect for the entire Base Period; or

(b) a certificate of the Qualified Consultant stating that:

(i) the Net Revenues, as projected for the fiscal year in which the proposed Subordinate Lien Parity Obligations are issued and each of the next ensuing four fiscal years, after providing for the payment of all Outstanding Senior Lien Parity Obligations, are not less than one hundred ten percent (110%) of the Annual Debt Service on all Outstanding Second Lien Parity obligations in those fiscal years, with the proposed Second Lien Parity Obligations treated as Outstanding; and,

(ii) the Net Revenues, as projected for the fifth fiscal year following the fiscal year in which the proposed Second Lien Parity Obligations are issued, after providing for the payment of all Outstanding Senior Lien Parity Obligations, are not less than one hundred ten percent (110%) of Maximum Annual Debt


Service on all Outstanding Second Lien Parity Obligations, with the proposed Second Lien Parity Obligations treated as Outstanding.

(5) There shall have been delivered to the District an opinion of Bond Counsel, to the effect that the Second Lien Parity Obligations are valid and binding obligations of the District and that the issuance of the Second Lien Parity Obligations shall not cause the interest paid on any Bonds then Outstanding to become subject to federal income taxation.

B. The District may issue Second Lien Parity Obligations to refund Outstanding Bonds, notwithstanding the requirements of Section 7A, if the required debt service of the refunding Bonds does not exceed the debt service for the refunded Bonds payable in any Fiscal Year by more than $5,000. The requirements of Section 7A shall apply if the debt service on the refunding bonds exceeds the debt service on the refunded bonds payable in any Fiscal Year by more than $5,000.

C. All Second Lien Parity Obligations issued in accordance with this Section shall have a lien on the Net Revenues which is junior to the lien of the Senior Lien Parity Obligations but is equal to the lien of all other Second Lien Parity Obligations.

Section 8. General Covenants

A. The District hereby covenants and agrees with the Owners of all Outstanding Bonds as follows:

(1) That it will promptly cause the principal, premium, if any, and interest on the Bonds to be paid as they become due in accordance with the provisions of this Master Resolution.

(2) That it will maintain complete books and records relating to the operation of the Sewer System and all District funds and accounts in accordance with generally accepted accounting principles, and will cause such books and records to be audited annually at the end of each Fiscal Year, and an audit report prepared by the Auditor and made available for the inspection of Bondowners.

(3) That it will not issue Bonds or other obligations having a claim superior to the claim of the Senior Lien Parity Obligations upon the Net Revenues.

(4) That it will promptly deposit into all funds and accounts all sums required to be so deposited.

(5) That it will operate the Sewer System in a sound, efficient and economic manner.

(6) That it will at all times maintain with responsible insurers all such insurance on the Sewer System as is customarily maintained with respect to works and properties of like character against accident to, loss of or damage to such works or properties. If any useful part of the Sewer System is damaged or destroyed, such part will be restored to use. The money


collected from insurance against accident to or destruction of the Sewer System will be used for repairing or rebuilding the damaged or destroyed Sewer System, and to the extent not so applied, will be applied to the payment or redemption of the Bonds on a pro rata basis, and for such purpose paid into the Debt Service Fund.

Any such insurance must be in the form of policies or contracts for insurance with insurers of good standing and shall be payable to the District, or in the form of self-insurance by the District. The District shall establish such fund or funds or reserves as are necessary to provide for its share of any such self insurance.

(7) The District will not, nor will it permit others to, sell, mortgage, lease or otherwise dispose of or encumber all or any portion of the Sewer System except:

(a) The District may dispose of all or substantially all of the Sewer System, provided that simultaneously the District shall cause all of the Bonds to be, or deemed to be, no longer Outstanding.

(b) Except as provided below, the District will not dispose of any part of the Sewer System in excess of 5% of the value of the Sewer System in service unless prior to such disposition:

(i) there has been filed with the District a certificate of a Qualified Consultant stating that such disposition will not impair the ability of the District to comply with the rate covenants contained in Section 5 of this Master Resolution; or

(ii) provision is made for the payment, redemption or other defeasance of a principal amount of Bonds equal to the greater of the following amounts:

(1) An amount which will be in the same proportion to the net principal amount of Bonds then Outstanding (defined as the total principal amount of Bonds then Outstanding less the amount of cash and investments in the Debt Service Fund) that the Gross Revenues attributable to the part of the Sewer System sold or disposed of for the 12 preceding months bears to the total Gross Revenues for such period; or

(2) An amount which will be in the same proportion to the net principal amount of Bonds then Outstanding that the book value of the part of the Sewer System sold or disposed of bears to the book value of the Sewer System immediately prior to such sale or disposition.

(c) The District may dispose of any portion of the Sewer System that has become unserviceable, inadequate, obsolete, or unfit to be used or no longer necessary for use in the operation of the Sewer System.


(d) If the ownership of all or part of the Sewer System is transferred from the District through the operation of law, the District shall to the extent authorized by law, reconstruct or replace such transferred portion using any proceeds of the transfer unless the Board reasonably determines that such reconstruction or replacement is not in the best interest of the District and the Bondowners, in which case any proceeds shall be used for the payment, redemption or defeasance of the Bonds.

Section 9. BANs and Junior Lien Obligations.

A. BANs. The Estimated Debt Service Requirement for BANs shall be calculated in accordance with this Section 9.A.

(1) For the Rate Covenants: For each BAN that is Outstanding on May 1 of any Fiscal Year, the District shall prepare a schedule of principal and interest payments for a hypothetical Series of Bonds that refunds that BAN in accordance with Section 9.A(4). The District shall prepare that schedule as of that first day of May, and that schedule shall be used to determine compliance with the rate covenants in Section 5 for the following Fiscal Year.

(2) For the test for issuing additional Senior Lien Parity Obligations: Whenever a BAN will be Outstanding on the date a Series of Bonds are is issued, the District shall prepare a schedule of principal and interest payments for a hypothetical Series of Bonds that refunds each Outstanding BAN in accordance with Section 9.A(4). The District shall prepare that schedule as of the date the Bonds are sold, and that schedule shall be used to determine compliance with the tests for Additional Senior Lien Parity Obligations in Section 6.

(3) For the Reserve Requirement: Whenever a Series of Bonds that contains a BAN is issued, the District shall prepare a schedule of principal and interest payments for a hypothetical Series of Bonds that refunds each BAN in that Series in accordance with this Section 9.A(4). The District shall prepare that schedule as of the date the Series is sold, and that schedule shall be combined with the schedule for payment of any debt service on that Series that is not a BAN, and that combined schedule shall be used to determine the Reserve Requirement as long as that Series is Outstanding.

(4) Each hypothetical Series of Bonds shall be assumed to be paid in equal annual installments of principal and interest sufficient to amortize the principal amount of the BAN over the term selected by the District; however, the District shall not select a term that exceeds the lesser of 20 years from the date the BAN is originally scheduled to be paid or the District’s estimate of the remaining weighted average useful life (expressed in years and rounded to the next highest integer) of the assets which are financed with the BAN. The annual installments shall be assumed to be due on the anniversaries of the date the BAN is originally scheduled to be paid, with the first installment due on the first anniversary of the date the BAN principal is scheduled to be paid. The hypothetical Series of Bonds shall be assumed to bear interest at the District’s estimate of the average rate that a Series of Bonds would bear if it is amortized as provided in this Section 9.A(4)


and is sold at the time the applicable schedule described in Section 9.A(1), Section 9.A(2) or Section 9.A(3) is prepared.

B. Junior Lien Obligations.

(1) No Junior Lien Obligation may:

(i) have a lien on the Net Revenues that is equal or superior to the lien that secures the Senior Lien Obligations or the Second Lien Obligations;

(ii) be paid from amounts that are required to be credited to the Senior Lien Account, the Senior Lien Reserve Account, the Second Lien Account or the Second Lien Reserve Account; or

(iii) be subject to acceleration.

(2) For purposes of this Section 9.B, “Annual Junior Lien Debt Service” means the principal, interest and premium payments that the District is required to make during a Fiscal Year on all Junior Lien Obligations. However, Annual Junior Lien Debt Service:

(a) shall not include any principal, interest or premium payments that the District is required to make as a result of the District exercising its option to redeem Junior Lien Obligations;

(b) shall assume that Junior Lien Obligation which are subject to redemption, tender or purchase at the option of a party other than the District mature on the first date on which the other party could exercise that option; and,

(c) may assume that any Junior Lien Obligations that are issued to provide interim financing and that mature in five years or less are required to be paid in the same manner as BANs are assumed to be paid under Section 9.A.

(3) The District may issue Junior Lien Obligations only if the District reasonably projects that Net Revenues available to pay the Junior Lien Obligations that are being issued and any other outstanding Junior Lien Obligations, will at least be equal to 110% of the maximum Annual Junior Lien Debt Service due in any Fiscal Year.

(4) The District covenants for the benefit of the Owners of the Senior Lien Parity Obligations and the 1997 Series One Bonds that it shall charge rates and fees in connection with operation of the Sewer System which, when combined with other Gross Revenues, are adequate to generate Net Revenues in each Fiscal Year at least equal to the sum of (1) 1.00 times Annual Debt Service due in that Fiscal year for Senior Lien Parity Obligations plus (2) 1.00 times Annual Debt Service due in that Fiscal Year for Second Lien Parity Obligations, plus (3) 1.10 times the Annual Junior Lien Debt Service due in that Fiscal Year. If the Net Revenues fail to meet this level, it will not constitute a default if the District, within 90 days after the end of the Fiscal Year, increases its rates and fees or reduce expenses to a level so that Net Revenues are


projected to meet the required level. The District will demonstrate its compliance with the provisions of this Section 9.B(4) by providing a report, certified by the District's Auditor, and prepared at the time of the delivery of the District's year-end audit. This report will demonstrate the District's compliance with this covenant, or the methods by which the District intends to achieve compliance with this covenant.

Section 10. Maintenance of Tax-Exempt Status

A. The District covenants for the benefit of the Owners of all Tax-Exempt Obligations to comply with all provisions of the Code which are required for Tax-Exempt Obligation interest to be excluded from gross income for federal taxation purposes, unless the District obtains an opinion of Bond Counsel that such compliance is not required for the interest paid on the Tax-Exempt Obligations to be so excluded. The District makes the following specific covenants with respect to the Code:

(1) The District will not take any action or omit any action if it would cause the Tax-Exempt Obligations to become “arbitrage bonds” under Section 148 of the Code.

(2) The District shall operate the facilities financed with the Tax-Exempt Obligations so that the Tax-Exempt Obligations which were not issued as “private activity bonds” within the meaning of Section 141 of the Code do not become private activity bonds.

(3) The District shall comply with appropriate reporting requirements.

(4) The District shall pay, when due, all rebates and penalties with respect to the Tax-Exempt Obligations which are required by Section 148(f) of the Code.

The covenants contained in this Section and any covenants in the closing documents for the Tax-Exempt Obligations shall constitute contracts with the owners of the Tax-Exempt Obligations, and shall be enforceable by them.

Section 11. Defaults and Remedies

A. Events of Default. The Board of the District hereby finds and determines that the continuous operation of the Sewer System and the collection, deposit and disbursement of the Net Revenues in the manner provided in this Master Resolution are essential to the payment and security of the Bonds, and the failure or refusal of the District to perform the covenants and obligations contained in this Master Resolution will endanger the necessary continuous operation of the Sewer System and the application of the Net Revenues to the purposes set forth in this Master Resolution.

B. The District hereby covenants and agrees with the purchasers and owners from time to time of the Senior Lien Parity Obligations, to protect and safeguard the covenants and obligations undertaken by the District securing the Senior Lien Parity Obligations, that the following shall constitute “Events of Default”:


(1) If the District shall default in the performance of any obligations with respect to payments into the Senior Lien Account;

(2) If default shall be made in the due and punctual payment of the principal of and premium, if any on any of the Senior Lien Parity Obligations when the same shall become due and payable, either at maturity, tender or by proceedings for redemption or otherwise;

(3) If default shall be made in the due and punctual payment of any installment of interest on any Senior Lien Parity Obligations whether scheduled or payable by reason of redemption or tender;

(4) If the District shall fail with respect to any Senior Lien Parity Obligation, by any Mandatory Redemption Schedule to have purchased or redeemed Term Obligations in a cumulative principal amount at least equal to the cumulative Mandatory Redemption Schedule;

C. The District hereby covenants and agrees with the purchasers and owners from time to time of the Second Lien Parity Obligations, to protect and safeguard the covenants and obligations undertaken by the District securing the Second Lien Parity Obligations, that the following shall constitute “Events of Default”:

(1) If the District shall default in the performance of any obligations with respect to payments into the Second Lien Account;

(2) If default shall be made in the due and punctual payment of the principal of and premium, if any on any of the Second Lien Parity Obligations when the same shall become due and payable, either at maturity or by proceedings for redemption or otherwise;

(3) If default shall be made in the due and punctual payment of any installment of interest on any Second Lien Parity Obligations whether scheduled or payable by reason of tender or redemption;

(4) If the District shall fail with respect to any Second Lien Bond, by any Mandatory Redemption Schedule to have purchased or redeemed Term Obligations in a cumulative principal amount at least equal to the cumulative Mandatory Redemption Schedule;

D. The District hereby covenants and agrees with the purchasers and owners from time to time of the Bonds, to protect and safeguard the covenants and obligations undertaken by the District securing the Bonds, that the following shall constitute “Events of Default”:

(1) If the District shall default in the observance and performance of any other of the covenants, conditions and agreements on the part of the District contained in the Master Resolution other than the covenants, conditions and agreements in Section 11B and Section 11C and such default or defaults shall have continued for a period of ninety (90) days after the District shall have received from the Bondowners Committee or from the Owners of not less than 20% in aggregate principal amount of the Bonds Outstanding, a written notice specifying the Event of Default and demanding the cure of such default;


(2) If the District shall (except as herein permitted) sell, transfer, assign or convey any properties constituting the Sewer System or interests therein, or any part or parts thereof, or shall make any agreement for such sale or transfer (except as expressly authorized by Section 8.A(7) hereof);

(3) If an order, judgment or decree shall be entered by any court of competent jurisdiction:

(a) appointing a receiver, trustee or liquidator for the District or the whole or any part of the Sewer System;

(b) approving a petition filed against the District seeking the bankruptcy, arrangement or reorganization of the District under any applicable law of the United States or the State; or

(c) assuming custody or control of the District or of the whole or any part of the Sewer System under the provisions of any other law for the relief or aid of debtors and such order, judgment or decree shall not be vacated or set aside or stayed (or, in case custody or control is assumed by said order, such custody or control shall not be otherwise terminated) within sixty (60) days from the date of the entry of such order, judgment or decree; or

(4) If the District shall:

(a) admit in writing its inability to pay its debts generally as they become due;

(b) file a petition in bankruptcy or seeking a composition of indebtedness under any state or federal bankruptcy or insolvency law;

(c) make an assignment for the benefit of its creditors;

(d) consent to the appointment of a receiver of the whole or any part of the Sewer System; or

(e) consent to the assumption by any court of competent jurisdiction under the provisions of any other law for the relief or aid of debtors of custody or control of the District or of the whole or any part of the Sewer System.

E. Appointment of Trustee. During the continuance of an Event of Default described in Section 11B, the owners of twenty-five percent (25%) in aggregate principal amount of the Senior Lien Parity Obligations then outstanding may call a Bondowners meeting for the purpose of electing a Bondowners Committee. During the continuance of an Event of Default described in Section 11C, the owners of twenty-five percent (25%) in aggregate principal amount of the Second Lien Parity Obligations may call a Bondowners meeting for the purpose of electing a Bondowners Committee. Such meeting shall be called and the proceedings thereof shall be conducted in the manner provided in Section 12 hereof.


(1) At such meeting the Bondowners present in person or by proxy may, by a majority of the votes cast, elect one or more persons, who may or may not be Bondowners, to the Bondowners Committee which shall act as trustee for all Bondowners, and the Bondowners Committee as such trustee may have and exercise all the rights and powers provided for in this Master Resolution to be exercised by the Bondowners Committee. The Bondowners present in person or by proxy at said meeting, or at any adjourned meeting thereof, shall prescribe the manner in which the successors of the persons elected to the Bondowners Committee at such Bondowners meeting shall be elected or appointed, and may prescribe rules and regulations governing the exercise by the Bondowners Committee of the powers conferred upon it herein, and may provide for the termination of the existence of the Bondowners Committee. The members of the Bondowners Committee elected by the Bondowners in the manner herein provided, and their successors, as a committee are hereby declared to be trustees for the owners of all the Bonds then outstanding, and are empowered to exercise in the name of the Bondowners Committee as trustee, all the rights and powers hereinafter conferred on the Bondowners Committee.

F. Books of District Open to Inspection

(1) The District covenants that if an Event of Default shall have happened and shall not have been remedied, the books of record and account of the District and all other records relating to the Sewer System shall at all reasonable times be subject to the inspection and use of the Bondowners Committee and any persons holding at least twenty percent (20%) of the principal amount of Outstanding Senior Lien Parity Obligations or Outstanding Second Lien Parity Obligations and their respective agents and attorneys.

(2) The District covenants that if the Event of Default shall happen and shall not have been remedied, the District will continue to account, as a trustee of an express trust, for all Net Revenues and other moneys, securities and funds pledged under the Master Resolution.

G. Payment of Funds to Bondowners Committee

(1) The District covenants that if an Event of Default shall happen and shall not have been remedied, the District upon demand of the Bondowners Committee, shall, if it is then lawful to do so, pay over to the Bondowners Committee

(a) forthwith, all moneys, securities and funds then held by the District and pledged under the Master Resolution, and

(b) as promptly as practicable after receipt thereof, all Gross Revenues.

H. Possession by Bondowners Committee of Properties of Sewer System; Receivership

(1) At any time after the occurrence of an Event of Default and prior to the curing of such Event of Default the Bondowners Committee, as a matter of right against the District, shall, to the extent permitted by law, be entitled to take possession and control of the business and


properties of the Sewer System. Upon taking such possession, the Bondowners Committee shall operate and maintain the Sewer System, make any necessary repairs, renewals and replacements in respect thereof, prescribe rates and charges for the Sewer System, collect the Gross Revenues, and perform all of the agreements and covenants contained in all contracts which the District is at the time obligated to perform. At any such time and if permitted by law the Bondowners Committee shall be entitled to the appointment of a receiver of the business and property of the Sewer System, of the moneys, securities and funds of the District pledged under the Master Resolution, and of the Gross Revenues, and of the income therefrom, with all such powers as the court or courts making such appointment shall confer, including the power to perform and enforce all contracts, to the same extent that the District shall then be entitled and obligated to do. Notwithstanding the appointment of any receiver, the Bondowners Committee shall be entitled to retain possession and control of and to collect and receive income from any moneys, securities, funds and Gross Revenues deposited or pledged with it under the Master Resolution or agreed or provided to be delivered to or deposited or pledged with it under the Master Resolution.

I. Application of Funds by Bondowners Committee

(1) During the continuance of an Event of Default, the Gross Revenues received by the Bondowners Committee shall be applied by the Bondowners Committee, first, to the payment of the reasonable and proper charges, expenses and liabilities paid or incurred by the Bondowners Committee (including the cost of securing the services of any engineer or firm of engineers selected for the purpose of rendering advice with respect to the operation, maintenance, repair and replacement of the Sewer System necessary to prevent any loss of Gross Revenues, and with respect to the sufficiency of the rates and charges for services and products sold, furnished or supplied by the Sewer System), second, to the payment of the Operating Expenses, third to the payment of the principal of, premium, if any, and interest on the Senior Lien Parity Obligations, and fourth to the payment of the principal of, premium, if any, and interest on the Second Lien Parity Obligations.

(2) In the event that at any time the funds held by the Bondowners Committee and the Paying Agents for the Bonds shall be insufficient for the payment of the principal of, premium, if any, and interest then due on the Bonds, such funds (other than funds held for the payment or redemption of particular Bonds which have theretofore become due at maturity or by call for redemption) and all Gross Revenues and other moneys received or collected for the benefit or for the account of owners of the Bonds by the Bondowners Committee shall be applied as follows:

First, to the payment to the persons entitled thereto of all installments of interest then due on Senior Lien Parity Obligations in the order of the maturity of such installments, earliest maturities first, and, if the amount available shall not be sufficient to pay in full any installment or installments or interest maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the persons entitled thereto, without any discrimination or preference; and


Second, to the payment to the persons entitled thereto of the unpaid principal and premium, if any, of any Senior Lien Parity Obligations which shall have become due, whether at maturity or by call for redemption, in the order of their due dates, earliest maturities first, and, if the amount available shall not be sufficient to pay in full all the Senior Lien Parity Obligations due on any date, then to the payment thereof ratably, according to the amounts of principal and premium, if any, due on such date, to the persons entitled thereto, without any discrimination or preference.

Third, to the payment to the persons entitled thereto of all installments of interest then due on Second Lien Parity Obligations in the order of the maturity of such installments, earliest maturities first, and, if the amount available shall not be sufficient to pay in full any installment or installments or interest maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the persons entitled thereto, without any discrimination or preference; and

Fourth, to the payment to the persons entitled thereto of the unpaid principal and premium, if any, of any Second Lien Parity Obligations which shall have become due, whether at maturity or by call for redemption, in the order of their due dates, earliest maturities first, and, if the amount available shall not be sufficient to pay in full all the Second Lien Parity Obligations due on any date, then to the payment thereof ratably, according to the amounts of principal and premium, if any, due on such date, to the persons entitled thereto, without any discrimination or preference.

J. Relinquishment of Possession and Funds Upon Remedy of Default

(1) If and whenever all overdue installments of interest on all Bonds, together with the reasonable and proper charges, expenses, and liabilities of the Bondowners Committee and the owners of Bonds, their respective agents and attorneys, and all other sums payable by the District under the Master Resolution including the principal of, premium, if any, and accrued unpaid interest on all Bonds which shall then be payable, shall either be paid by or for the account of the District, or provision satisfactory to the Bondowners Committee shall be made for such payment, and all defaults under the Master Resolution or the Bonds shall be made good or secured to the satisfaction of the Bondowners Committee or provision deemed by the Bondowners Committee to be adequate shall be made therefor, the Bondowners Committee shall relinquish possession and control of the Sewer System and pay over to the District all moneys, securities, funds and Gross Revenues then remaining unexpended in the hands of the Bondowners Committee and thereupon all Gross Revenues shall thereafter be applied as provided in Section 3 of this Master Resolution. No such payment over to the District by the Bondowners Committee or resumption of the application of Gross Revenues as provided in Section 3 of this Master Resolution shall extend to or affect any subsequent default under the Master Resolution or impair any right consequent thereon.

K. Suits at Law or in Equity


(1) If an Event of Default shall happen and shall not have been remedied, then and in every such case, the Bondowners Committee by its agents and attorneys, shall be entitled and empowered to proceed forthwith to take such necessary steps and institute such suits, actions and proceedings at law or in equity for the collection of all sums due in connection with the Bonds and to protect and enforce the rights of the owners of the Bonds under the Master Resolution, for the specific performance of any covenant herein contained or in aid of the execution of any power herein granted, or for an accounting against the District as trustee of an express trust, or in the enforcement of any other legal or equitable right as the Bondowners Committee, being advised by counsel, shall deem most effectual to enforce any of the rights of the owners of the Bonds.

(2) Any action, suit or other proceedings instituted by the Bondowners Committee hereunder shall be brought in its name as trustee for the Bondowners and all such rights of action upon or under any of the Bonds or the provisions of this Master Resolution may be enforced by the Bondowners Committee without the possession of any of said Bonds, and without the production of the same at any trial or proceedings relative thereto except where otherwise required by law, and the respective owners of said Bonds, by taking and holding the same, shall be conclusively deemed irrevocably to appoint the Bondowners Committee the true and lawful trustee of the respective owners of said Bonds, with authority to institute any such action, suit or proceeding; to receive as trustee and deposit in trust any sums becoming distributable on account of said Bonds; to execute any paper or documents for the receipt of such moneys, and to do all acts with respect thereto that the Bondowner himself might have done in person, provided however, that nothing herein contained shall be deemed to authorize or empower the Bondowners Committee to consent to, accept or adopt, on behalf of any owner of Bonds, any plan of reorganization or adjustment affecting the said Bonds of the District or any right of any owner thereof, or to authorize or empower the Bondowners Committee to vote the claims of the owners hereof in any receivership, insolvency, liquidation, bankruptcy, reorganization or other proceeding to which the District shall be a party; and provided further, however, that any Bondowner or Bondowners may by mutual agreement transfer title to the Bonds held by him or them to the Bondowners Committee, or may by agreement with other Bondowners create or organize a separate trustee or Bondowners Committee and may confer upon the Bondowners Committee or such separate trustee or Bondowners Committee, such powers and duties as such agreement or agreements shall provide, and the provisions of this Master Resolution shall not be construed as a limitation on the powers and duties which consenting Bondowners may by agreement confer on the Bondowners Committee or such separate trustee or Bondowners Committee. The Bondowners Committee shall have full power of substitution and delegation in respect to any of the powers hereby granted.

L. Direction of Actions of Bondowners Committee

The owners of not less than a majority in aggregate principal amount of the Bonds that are the subject of a Bondowners Committee at the time Outstanding, may direct the time, method and place of conducting any proceeding for any remedy available to the Bondowners Committee, or exercising any trust or power conferred upon the Bondowners Committee, provided that the Bondowners Committee shall be provided with reasonable security and indemnity and shall have


the right to decline to follow any such direction only if the Bondowners Committee shall be advised by counsel that the action or proceeding so directed may not lawfully be taken; or (ii) if the Bondowners Committee in good faith shall determine that the action or proceeding so directed would involve the Bondowners Committee in personal liability or that the action or proceeding so directed would be unjustly prejudicial to the owners of Bonds not parties to such direction.

M. Suits by Individual Bondowners

(1) No owner of any one or more of the Bonds shall have any right to institute any action, suit or proceeding at law or in equity for the enforcement of any provision of the Master Resolution or the execution of any trust under the Master Resolution or for any remedy under the Master Resolution, unless an Event of Default shall have happened and be continuing, and unless no Bondowners Committee has been created as herein provided, but unless no Bondowners Committee has been created as herein provided, but any remedy herein authorized to be exercised by the Bondowners Committee, except the right to take possession of the Gross Revenues and properties of the Sewer System, but including the right to the appointment of a receiver of the business and properties of the Sewer System, may be exercised individually by any Bondowner, in his own name and on his own behalf or for the benefit of all Bondowners, in the event no Bondowners Committee has been created, or with the consent of the Bondowners Committee, if such Bondowners Committee has been created; provided, however, that nothing contained in the Master Resolution or in the Bonds shall affect or impair the obligation of the District, which is absolute and unconditional, to pay at the respective dates of maturity and places therein expressed the principal of, premium, if any, and interest on the Bonds to the respective owners thereof, or affect or impair the rights of action, which are also absolute and unconditional, of any owner to enforce the payment of this Bonds, or to reduce to judgment his claim against the District for the payment of the principal of and interest on his Bonds, without reference to, or the consent of, the Bondowners Committee or any other owner of Bonds.

N. Waivers of Default

(1) No delay or omission of the Bondowners Committee or of any owner of Bonds to exercise any right or power arising upon the happening of an Event of Default shall impair any right or power or shall be construed to be a waiver of any such Event of Default or to be an acquiescence therein; and every power and remedy given by this Article to the Bondowners Committee or to the owners of Bonds may be exercised from time to time and as often as may be deemed expedient by the Bondowners Committee or by such owners.

(2) The Bondowners Committee or the owners of not less than fifty percent (50%) in principal amount of the Bonds that are the subject of the Bondowners Committee and are at the time Outstanding, or their attorneys-in-fact duly authorized, may on behalf of the owners of all of the Bonds that are the subject of the Bondowners Committee waive any past default under the Master Resolution with respect to such Bonds and its consequences, except a default in the payment of the principal of, premium, if any, or interest on any of the Bonds. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


O. Remedies Granted in Master Resolution Not Exclusive

No remedy by the terms of the Master Resolution conferred upon or reserved to the Bondowners Committee or the owners of the Bonds is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Master Resolution or existing at law or in equity or by statute on or after the date of adoption of the Master Resolution.

Section 12. Bondowners Meetings

A. Call of Bondowners Meetings

(1) The District, the Bondowners Committee or the owners of not less than twenty percent (20%) in aggregate principal amount of the Bonds then Outstanding may at any time call a meeting of the owners of the Bonds. Every such meeting shall be held at such place in the City of New York, State of New York, or in the City of Portland, State of Oregon, as may be specified in the notice calling such meeting. Written notice of such meeting, stating the place and time of the meeting and in general terms the business to be transacted, shall be mailed to the Bondowners by the District, the Bondowners Committee or the Bondowners calling such meeting not less than thirty (30) nor more than sixty (60) days before such meeting, and shall be published at least once a week for four (4) successive calendar weeks on any day of the week, the date of first publication to be not less than thirty (30) nor more than sixty (60) days preceding the meeting; provided, however, that the mailing of such notice shall in no case be a condition precedent to the validity of any action taken at any such meeting. The expenses of publication of such notice shall be paid or reimbursed by the District. The list of Bondholders' names & addresses maintained by the Registrar may only be released by the District. Any meeting of Bondowners shall, however, be valid without notice if the owners of all Bonds then Outstanding are present in person or by proxy or if notice is waived before or within thirty (30) days after the meeting by those not so present.

B. Notice to Bondowners

(1) Except as otherwise provided in this Master Resolution, any provision in this Master Resolution for the mailing of a notice or other paper to Bondowners shall be fully complied with if it is mailed by first class mail, postage prepaid, to each registered owner of any of the Bonds then outstanding at his address, if any, appearing upon the Bond Register; and any provision in this Master Resolution contained for publication of a notice or other matter shall require the publication thereof in “The Daily Bond Buyer” in the City of New York, State of New York (or in lieu of publication in “The Daily Bond Buyer”, in a daily newspaper printed in the English language and customarily published on each business day of general circulation in the Borough of Manhattan, the City of New York, State of New York), and also in a daily newspaper printed in the English language and customarily published on each business day and of general circulation in the City of Portland, State of Oregon.

C. Proxies; Proof of Ownership of Bonds


(1) Attendance and voting by Bondowners at such meetings may be in person or by proxy. Owners of Bonds may, by an instrument in writing under their hands, appoint any person or persons, with full power and substitution, as their proxy to vote at any meeting for them. Officers or nominees of the District may be present or represented at such meeting and take part therein but shall not be entitled to vote thereat, except as such officers or nominees are Bondowners or proxies for Bondowners.

(2) Any registered owner of Bonds shall be entitled in person or by proxy to attend and vote at such meeting as owner of the Bonds registered in his name without producing such Bonds, and such persons and their proxies shall, if required, produce such proof of personal identity as shall be satisfactory to the Secretary of the meeting. All proxies presented at such meeting shall be delivered to the Inspectors of Votes and filed with the Secretary of the meeting.

(3) The vote at any such meeting of the owner of any Bond entitled to vote thereat shall be binding upon such owner and upon every such subsequent owner of such Bond (whether or not such subsequent owner has notice thereof).

D. Execution of Instruments by Bondowners

(1) Any request, direction, consent or other instrument in writing required or permitted by this Master Resolution to be signed or executed by Bondowners may be in any number of concurrent instruments of similar tenor, and may be signed or executed by such Bondowners in person or by agent appointed by an instrument in writing. Proof of the execution of any such instrument shall be sufficient for any purpose of this Master Resolution if made by either

(a) an acknowledgement executed by a notary public or other officer empowered to take acknowledgments of deeds to be recorded in the particular jurisdiction, or

(b) an affidavit of a witness to such execution sworn to before such a notary public or other officer.

Where such execution is by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such acknowledgment or affidavit shall also constitute sufficient proof of his authority.

(2) The foregoing shall not be construed as limiting the District to such proof, it being intended that the District may accept any other evidence of the matters herein stated which it may deem sufficient. Any request or consent of the owner of any Bond shall bind every future owner of the same Bond in respect of anything done by the District in pursuance of such request, direction or consent.

(3) The right of a proxy for a Bondowner to act may be proved (subject to the District's right to require additional proof) by a written proxy executed by such Bondowner as aforesaid.


E. Appointment of Officers at Bondowners Meetings

(1) Persons named by the District or elected by the owners of a majority in principal amount of the Outstanding Bonds represented at the meeting in person or by proxy in the event the District is not represented at such meeting, shall act as temporary Chairman and temporary Secretary of any meeting of Bondowners. A permanent Chairman and a permanent Secretary of such meeting shall be elected by the owners of a majority in principal amount of the Bonds represented at such meeting in person or by proxy. The permanent chairman of the meeting shall appoint two (2) Inspectors of Votes who shall count all votes cast at such meeting, except votes on the election of Chairman and Secretary as aforesaid, and who shall make and file with the Secretary of the meeting and with the District their verified report of all such votes cast at the meeting.

F. Quorum at Bondowners Meetings

(1) The owners of not less than the principal amount of the Bonds required for any action to be taken at such meeting must be present at such meeting in person or by proxy to constitute a quorum for the transaction of business, less than a quorum, however, having power to adjourn from time to time without any other notice than the announcement thereof at the meeting; provided, however, that, if such meeting is adjourned by less than a quorum for more than ten (10) days, notice thereof shall be published by the District at least five (5) days prior to the adjourned dated of the meeting.

G. Vote Required to Amend Master Resolution

(1) Any amendment to the provisions of the Master Resolution, in any particular except the percentage of Bondowners the approval of which is required to approve such amendment, may be made by a supplemental resolution of the District and a resolution duly adopted by the affirmative vote at a meeting of Bondowners duly convened and held, or with written consent as hereinafter provided in this Section 12F hereof, of the owners of not less than fifty-one percent (51%) in principal amount of the Bonds Outstanding when such meeting is held or such consent is given; provided, however, that no such amendment shall

(a) extend the date of payment of the principal of any Bond or of any installment of interest thereon or reduce the principal or redemption price thereof or the rate of interest thereon or advance the date upon which any Bond may first be called for redemption prior to its fixed maturity date;

(b) give to any Bond or Bonds any preference over any other Bond or Bonds secured equally and ratably therewith;

(c) reduce the aforesaid percentage of Bonds, the owners of which are required to consent to any such resolution amending the provisions of this Master Resolution; or


(d) authorize the creation of any pledge prior to or, except as provided in Section 6 and Section 7 hereof for the issuance of Senior Lien Parity Obligations and Second Lien Parity Obligations, on a parity with the pledge afforded by this Master Resolution, without the consent of the owner of each such Bond affected thereby.

H. Obtaining Approval of Amendments at Bondowners Meeting

(1) The District may at any time adopt a resolution amending the provisions of the Master Resolution to the extent that such amendment is permitted by the provisions of Section 13 hereof, to take effect when and as provided in this Section 12. At any time thereafter such resolution may be submitted by the District for approval to a meeting of the Bondowners duly convened and held in accordance with the provisions of the Master Resolution. A record in duplicate of the proceedings of each meeting of the Bondowners shall be prepared by the permanent Secretary of the meeting and shall have attached thereto the original reports of the Inspectors of Votes and affidavits by a person or persons having knowledge of the facts, showing a copy of the notice of the meeting and setting forth the facts with respect to the mailing and publication thereof under the provisions of the Master Resolution. Such a record shall be signed and verified by the affidavits of the permanent Chairman and the permanent Secretary of the meeting, and one duplicate thereof shall be delivered to the District. Any record so signed and verified shall be proof of the matters therein stated. If the resolution of the District making such amendment shall be approved by a resolution duly adopted at such meeting of Bondowners by the affirmative vote of the owners of the required percentages of Bonds, a notice stating that a resolution approving such amendment has been so adopted shall be mailed by the District to each Bondowner who has requested such notice (but failure so to mail copies of such notice shall not affect the validity of such resolution) and shall be published at least once in the manner provided in Section 12.B(1)hereof. Proof of such mailing and publication by the affidavit or affidavits of a person or persons having knowledge of the facts shall be filed with the District. Such resolution of the District making such amendment shall be deemed conclusively to be binding upon the District, the Paying Agent, and the owners of all Bonds at the expiration of thirty (30) days after the publication of the notice provided for in this Section 12, except in the event of a final decree of court of competent jurisdiction setting aside such resolution or annulling the action taken thereby in a legal action or equitable proceeding for such purpose commenced within such period; provided that the District and any Paying Agent during such thirty (30) day period and any such further period during which such action or proceeding may be pending shall be entitled in their absolute discretion to take such action, or to refrain from taking such action, with respect to such resolution as they may deem expedient. Nothing in the Master Resolution contained shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Bondowners or of any right conferred hereunder to make such a call, any hindrance or delay in the exercise of any rights conferred upon or reserved to the Paying Agent or the Bondowners under any of the provisions of the Master Resolution.

Section 13. Amendment of Master Resolution

A. This Master Resolution may be amended by the District without the consent of any Bondowners for any one or more of the following purposes:


(1) To cure any ambiguity or formal defect or omission in this Master Resolution;

(2) To add to the covenants and agreements of the District in this Master Resolution, other covenants and agreements to be observed by the District which are not contrary to or inconsistent with this Master Resolution as theretofore in effect;

(3) To add to the limitations and restrictions in this Master Resolution, other limitations and restrictions to be observed by the District which are not contrary to or inconsistent with this Master Resolution as theretofore in effect;

(4) With the prior Opinion of Bond Counsel that to do so will not adversely affect the prior status of any Bonds intended to be, and which still are, Tax-Exempt Obligations, to authorize, in compliance with all applicable law, Bonds of any Series to be issued in the form of coupon Bonds registrable as to principal only and, in connection therewith, specify and determine the matters and things relative to the issuance of such coupon Bonds, including provisions relating to the timing and manner of provision of any notice required to be given hereunder to the holders of such coupon Bonds, which are not contrary to or inconsistent with the applicable provisions of this Master Resolution as theretofore in effect, or to amend, modify or rescind any such authorization, specification or determination at any time prior to the first authentication and delivery of such coupon Bonds;

(5) To modify, amend or supplement this Master Resolution in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the qualification of any Bonds for sale under the securities laws of any of the states of the United States of America;

(6) To add additional security subject to the pledge and lien of this Master Resolution;

(7) To provide any of the Tax Covenants not provided by this Master Resolution or to modify in any respect any Tax Covenant so as to conform to the then applicable requirements of the Code or to delete or restrict the applicability of any Tax Covenant which, under the Code as then in effect, and in the Opinion of Bond Counsel, is no longer applicable to all or any Bonds issued or to be issued hereunder;

(8) To surrender any right, power or privilege reserved to or conferred upon the District by the terms of this Master Resolution, but only if the surrender of such right, power or privilege is not contrary to or inconsistent with the applicable covenants and agreement of the District contained in this Master Resolution;

(9) To confirm, as further assurance, any security interest or pledge created under this Master Resolution;

(10) To insert such provisions clarifying matters or questions arising under this Master Resolution as are necessary or desirable and are not contrary to or inconsistent with the applicable provisions of this Master Resolution as theretofore in effect;


(11) To modify any of the provisions of this Master Resolution in any other respect whatever, provided that:

(a) no Bonds affected by such modification shall be Outstanding at the date of the adoption of such modification; or

(b) such modification shall be, and be expressed to be, effective only after all affected Outstanding Bonds at the date of the adoption of such modification shall cease to be Outstanding Bonds, and such modification shall be specifically referred to in the text of all Bonds authenticated and delivered after the date of the adoption of such modification and of Bonds issued in exchange therefor or in place thereof; or

(c) such modification does not materially and adversely affect the rights of the Bondowners of any Outstanding Bonds;

(12) To make any change required by a Rating Agency as precondition to the issuance of a rating on any Series of Bonds which is not to the prejudice of the Bondowners of the Bonds of any other Series;

(13) So long as a Credit Facility is in full force and effect with respect to the Bonds affected by such modification, to make any other change which is consented to in writing by the issuer of such Credit Facility other than any change which:

(a) would result in a downgrading or withdrawal of the rating then assigned to the affected Bonds by the Rating Agencies; or

(b) changes the maturity (except as permitted herein), the Interest Payment Dates, interest rates, redemption and purchase provisions, and provisions regarding notices of redemption and purchase applicable to the affected Bonds or diminishes the security afforded by such Credit Facility; or

(c) materially and adversely affects the rights and security afforded to the Owners of any Outstanding Bonds not secured by such Credit Facility; or

(14) To incorporate into this Master Resolution any financing powers hereafter granted to or conferred upon the District by law; or

B. The provisions of this Master Resolution that relate to Second Lien Parity Obligations may be amended or deleted without notice to, or consent of, the Owners of Senior Lien Parity Obligations. However, the provisions in Section 9.B relating to Junior Lien Obligations may only be amended as provided in Section 13.Aor Section 13.D.

C. Springing Amendments.

(1) The District reserves the right to make the amendments to this Master Resolution that are described in this Section 13.C without the consent of the Owners of the Series 2009


Bonds or the Owners of any Series of Bonds issued after the Series 2009 Bonds (unless the Authorizing Document for the subsequent Series expressly provides to the contrary). However, so long as a Credit Facility is in full force and effect with respect to the Bonds that are issued before the Series 2009 Bonds, the consent of the issuer of that Credit Facility shall be required, in addition to any other consent required by this Section 13, for the amendments that are described in this Section 13.C to be effective.

(2) Each amendment permitted by this Section 13.C may be made by the District only if it is consistent with accepted practices in the municipal bond market at the time of the amendment, and the District receives a written confirmation from each Rating Agency that the making of the amendment will not cause a downgrading or withdrawal of the ratings then assigned to the affected Bonds by that Rating Agency.

(3) Subject to Section 13.C(1) and Section 13.C(2) the District may amend this Master Resolution under this Section 13.C to add provisions:

(a) that allow the District to issue variable rate Bonds or Junior Lien Obligations and Bonds or Junior Lien Obligations that are payable on demand of their owners, to obtain letters of credit or other forms of credit enhancement for those Bonds or Junior Lien Obligations, and to secure any of the District’s obligations to pay providers of those letters of credit or other forms of credit enhancement with parity or subordinate liens on the Net Revenues.

(b) that allow the District to enter into interest rate swaps and other derivative products, and to secure the District’s obligations under those derivative products with parity or subordinate liens on the Net Revenues;

(c) that permit acceleration of Bonds or Junior Lien Obligations.

D. This Master Resolution may be amended for any other purpose only upon consent of Bondowners of not less than fifty-one percent 51% in aggregate principal amount of the Bonds outstanding; provided, however, that no amendment shall be valid without the consent of Bondowners of 100 percent of the aggregate principal amount of the Bonds outstanding which:

(1) Extends the maturity of any Bond, reduces the rate of interest upon any Bond, extends the time of payment of interest on any Bond, reduces the amount of principal payable on any Bond, or reduces any premium payable on any Bond, without the consent of the affected Bondowner; or

(2) Reduces the percent of Bondowners required to approve amendatory resolutions.

E. Except as otherwise expressly provided in an Authorizing Document, as long as a Credit Facility securing all or a portion of any Outstanding Bonds is in effect, the issuer of such Credit Facility shall be deemed to be the Bondowner of the Bonds secured by such Credit Facility:


(1) at all times for the purpose of the execution and delivery of an Authorizing Document or of any amendment, change or modification of this Master Resolution or the initiation by Bondowners of any action which under this Master Resolution requires the written approval or consent of or can be initiated by the Bondowners of at least a majority in principal amount of the affected Bonds at the time Outstanding; and following an Event of Default for all other purposes.

(2) Notwithstanding the foregoing, the issuer of such Credit Facility shall not be deemed to be a Bondowner secured thereby with respect to any such Authorizing Document or of any amendment, change or modification of this Master Resolution which:

(a) would result in a downgrading or withdrawal of the rating then assigned to the affected Bonds by the Rating Agencies; or

(b) changes the maturity (except as expressly permitted herein), the Interest Payment Dates, interest rates, redemption and purchase provisions, and provisions regarding notices of redemption and purchase applicable to the affected Bonds or diminishes the security afforded by such Credit Facility; or

(c) reduces the percentage or otherwise affects the classes of affected Bonds, the consent of the Bondowners of which is required to effect any such modification or amendment.

(3) In addition and notwithstanding the foregoing, no issuer of a Credit Facility given as security for any Bonds shall be entitled to exercise any rights under this Section 13 during any period where:

(a) the Credit Agreement or Credit Facility to which such Credit Provider is a party shall not be in full force and effect;

(b) such Credit Provider shall have filed a petition or otherwise sought relief under any federal or state bankruptcy or similar law;

(c) such Credit Provider shall, for any reason, have failed or refused to honor a proper demand for payment under such Credit Facility; or

(d) an order or decree shall have been entered, with the consent or acquiescence of such Credit Provider, appointing a receiver or receivers or the assets of the Credit Provider, or if such order or decree having been entered without the consent or acquiescence of such Credit Provider, shall not have been vacated or discharged or stayed within ninety (90) days after the entry thereof.

(4) For purposes of determining the percentage of Bondowners consenting to, waiving or otherwise acting with respect to any matter that may arise under this Master Resolution, the Owners of Bonds which constitute Capital Appreciation Obligations shall be treated as Owners of Bonds in an aggregate principal amount equal to the Accreted Value of


such Bonds as of the date the Bond Registrar sends out notice of requesting consent, waiver or other action as provided herein.

Section 14. Defeasance

A. In the event that the District, to effect the payment, retirement or redemption of any Bond, sets aside in the Debt Service Fund or in another special account, held in trust by an independent trustee or escrow agent, Defeasance Obligations in amounts which will mature and pay interest on or prior to the Bond payment dates and which are sufficient to redeem, retire or pay such Bond in accordance with its terms and to pay when due the interest and redemption premium, if any, thereon, and such Defeasance Obligations are irrevocably set aside and pledged for such purpose then no further payments need be made into the Debt Service Fund for the payment of the principal of and interest on such Bond. The Owner of such Bond shall cease to be entitled to any lien, benefit or security of this Master Resolution except provisions regarding the transfer, exchange and replacement of Bonds, and shall be entitled to receive payment of principal, premium, if any, and interest only from such special account; such Bond shall be deemed not otherwise to be Outstanding hereunder. The lien of such Bond upon the Net Revenues may be defeased, and such Bond shall be deemed paid, if the District places in irrevocable escrow Defeasance Obligations which are calculated to be sufficient, without reinvestment, to pay principal, interest and any premium on such Bond as it becomes due, either at maturity or on prior redemption.

Section 15. Effect of Amendments on Prior Bonds

The financial terms (such as maturity dates, interest rates and redemption provisions) and administrative provisions (such as provisions for registration and transfer) for Bonds issued prior to the Series 2009 Bonds that were contained in prior versions of this Master Resolution shall continue to apply, notwithstanding their deletion from this Master Resolution. However, the substantive provisions of this Master Resolution, including its amendments, shall apply to all Outstanding Bonds and future Bonds unless this Master Resolution is subsequently amended in accordance with its terms.

Section 16. Effective Date

This resolution and order shall take effect when:

A. All Credit Providers for Outstanding Bonds that were issued before the Series 2009 Bonds have consented to it; and,

B. The District has received confirmation that the amendments to the Master Resolution that are made by this resolution and order will not result in a downgrading or withdrawal of any rating then assigned by a Rating Agency to any Outstanding Bonds that were issued before the Series 2009 Bonds.


Section 17. Resolution No. 08-44

This resolution and order amends Resolution and Order No. 92-55, and all resolutions and orders amending and supplementing it, including Resolution and Order No. 08-44. The amendments made by this resolution and order supercede and control over any inconsistent provisions in Resolution and Order No. 08-44 .

DATED this ____ day of ___________________, 2009.

CLEAN WATER SERVICES By its Board of Directors

__________________________________________ Chairman

__________________________________________ Recording Secretary


BOARD OF DIRECTORS


Agenda Title:

RETROACTIVELY APPROVE AMENDMENT TO MASTER CONTRACT FOR CONVEYANCE ENGINEERING SERVICES WITH BROWN AND CALDWELL, INC. TO DEVELOP A LARGE DIAMETER TRUNK LINE REHABILITATION PROGRAM

Presented by: Bill Gaffi, General Manager (jk) SUMMARY (Attach Supporting Documents if Necessary)

In August of 2006, Clean Water Services (District) issued a Request for Proposals to develop a large diameter trunk line rehabilitation program (Project). The District required assistance evaluating the results of TV inspection and condition assessment work performed in 2003-2007 on sanitary sewer lines 21-inches and larger. District requested and received proposals from CH2M Hill, Inc. and Brown and Caldwell, Inc. (Brown & Caldwell) and selected Brown & Caldwell as the most qualified firm based upon cost, technical expertise, and proposed work approach.

The District’s Board of Directors (Board) previously approved an amendment to the Master Contract with Brown & Caldwell for this work on January 8, 2008 by Minute Order No. 08-6. However, the work did not proceed based upon other project prioritization and scheduling. In the meantime, the Master Contract with Brown & Caldwell (Old Master) expired on November 7, 2008. District established the current Master Contract with Brown & Caldwell on December 16, 2008, and it was approved by Minute Order No. 08-120 on December 16, 2008 (New Master).

(CONTINUED)

FISCAL IMPACT: $191,940 Budget Information: Funds are appropriated in the Sanitary Capital Improvement Plan and FY 2009 Budget.

REQUESTED ACTION: Retroactively approve an Amendment to the Master Contract for Conveyance Engineering with Brown and Caldwell, Inc. for the large diameter trunk line rehabilitation program in the amount of $191,940.

Agenda Item No.

Date: 3/17/09

An amendment to a Master Contract that exceeds $150,000 requires Board approval pursuant to District Purchasing Rule 25-070 (Rule). On February 10, 2009 the District and Brown & Caldwell entered into an Amendment to the New Master for the Project (Amendment) without Board approval based upon a belief that the previous Board approval was sufficient to satisfy the Rule. It was subsequently determined that the Old Master had expired and that the Amendment therefore needed Board approval. Staff has been advised of the correct application of the rule in order to prevent similar occurrences in the future. District staff recommends that the Board retroactively approve the Amendment to the New Master for the Project with Brown & Caldwell in the amount of $191,940.

AGENDA


Agenda Category: Consent – Land Use and Transportation (CPO 9) Agenda Title: APPROVE AMENDMENT TO INTERGOVERNMENTAL

AGREEMENT BETWEEN WASHINGTON COUNTY LAND USE AND TRANSPORTATION AND CLEAN WATER SERVICES FOR IMPROVEMENTS TO RIVER ROAD

Presented by: Gary Stockhoff, Capital Project Management Manager SUMMARY: This amendment modifies the existing intergovernmental agreement between Washington County Land Use and Transportation and Clean Water Services for improvement to River Road approved per MO 07-403 to include the following additional item: Purchase and installation of additional 24 and 30 inch diameter force mains, fittings, valves, and all other appurtenances necessary for a complete installation along portions of River Road and Witch Hazel Road for the Dawson Creek Pump Station Project. Washington County Land Use and Transportation (Washington County) has an approved project to construct a new bridge over Rock Creek and make adjacent improvements to River Road between Rood Bridge Road and Davis Lane. This project includes constructing 2,600 feet of half street improvements along the Rock Creek Wastewater Treatment Facility (RC Facility) and providing project coordination for construction of one 18-inch force main from the River Road Pump Station to the RC Facility. Attachment: Vicinity Map

DEPARTMENT’S REQUESTED ACTION:

Approve amendment to Intergovernmental Agreement with Clean Water Services for the River Road Improvements Project. shared\projects\100087 river road bridge\agendas\amendement to iga cws.doc 02/25/09 COUNTY ADMINISTRATOR’S RECOMMENDATION:I concur with the requested action.

Agenda Item No. 1.k.

168-605005 Date: 03/17/09

APPROVE AMENDMENT TO INTERGOVERNMENTAL AGREEMENT BETWEEN WASHINGTON COUNTY LAND USE AND TRANSPORTATION AND CLEAN WATER SERVICES FOR IMPROVEMENTS TO RIVER ROAD BCC 03/17/09 Clean Water Services (District) desires to make improvements at the RC Facility to improve public frontage and construct the sanitary sewer force main in the River Road right of way adjacent to the RC Facility. Washington County will provide project management and combine these improvements into a single project to River Road from Rood Bridge Road to Davis Lane. This project will provide improved project coordination, reduction in project cost, and minimize traffic disruptions to the local community. The district will reimburse the County the full cost of the additional work estimated at $500,000.

AGENDA


Agenda Category: Consent – Sheriff’s Office Agenda Title: ACCEPT THE OREGON STATE SHERIFF’S ASSOCIATION,

DRIVING UNDER THE INFLUENCE OF INTOXICANTS AND SEATBELT GRANTS

Presented by: Rob Gordon, Sheriff SUMMARY (Attach Supporting Documents if Necessary) The Sheriff’s Office has been awarded a Driving Under the Influence of Intoxicants (DUII) and a Seat Belt enforcement grant from the Oregon State Sheriff’s Association (OSSA). These grants are for enhanced enforcement of traffic laws related to DUII and Seat Belt laws. The combined amount of these grants is $83,000 ($50,000 for DUII and $33,000 for the Seat Belt program). Funds will be used for reimbursement for actual officer overtime expenses. Use of these grant funds provides the county with additional resources to supplement existing enforcement activities in concentrated efforts to cite/arrest unsafe driving offenders and decrease death and injury related to DUII motor vehicle accidents and non-compliance with Seat Belt laws.

DEPARTMENT’S REQUESTED ACTION:1. Authorize acceptance of the DUII and Seatbelt Enforcement Grants from the Oregon State

Sheriff’s Association.

COUNTY ADMINISTRATOR’S RECOMMENDATION:I concur with the requested action.

Agenda Item No. 1.l.

Date: 3/17/09

AGENDA


Agenda Category: Consent – Support Services Agenda Title: ACCEPT BIDS/AWARD CONTRACTS FOR AGGREGATE ROCK

PRODUCTS (29013B) Presented by: Linda Baumgartner, Purchasing Supervisor

Dave Schamp, Operations Manager SUMMARY (Attach Supporting Documents if Necessary) It is recommended that your Board accept the bids and award contracts to Sunset Rock LLC, Westside Rock Hayden Quarry LLC, Knife River Western Oregon, Glacier Northwest, North Plains Rock, Meisel Rock Products, Baker Rock Resources, Northfork Excavating Inc., and Renner Trucking and Excavating, Inc. to provide aggregate rock products for a contract amount of $2 million through March 31, 2012. The required legal advertisement and Invitation to Bid (ITB) documents were released January 23, 2009. The County received nine (9) bids for this solicitation. See page 2 for the Bid Summary. This bid requested pricing on several types of rock and road cover products. These products are used throughout the year on various road projects around the County. The Invitation to Bid indicated that a recommendation would be made to award a three-year requirements contract to each responsible bidder. The contracts will allow the Operations Division to purchase aggregate rock products on an as-needed basis. No contractor will be promised minimum or maximum quantities. In purchasing aggregate rock products for a particular project, Operations will choose the lowest priced contractor (with the available product at the time required) on the basis of contract price plus the Operations Division’s estimate of the total cost of transporting the product to the jobsite.

DEPARTMENT’S REQUESTED ACTION:That your Board accept the bids and award contracts for aggregate rock products to Sunset Rock LLC, Westside Rock Hayden Quarry LLC, Knife River Western Oregon, Glacier Northwest, North Plains Rock, Meisel Rock Products, Baker Rock Resources, Northfork Excavating Inc., and Renner Trucking and Excavating, Inc. for the estimated expenditure amount of $2 million through March 31, 2012. COUNTY ADMINISTRATOR’S RECOMMENDATION: I concur with the requested action.

Agenda Item No. 1.m.

Date: 3/17/09

Consent Agenda – Support Services Accept Bid/Award Contract for Aggregate Rock Products Page 2

BID SUMMARY

Item Sunset Rock

Westside Rock

Knife River

Glacier NW

North Plains Rock

Meisel Rock

Baker Rock

Northfork Excavating

Renner Trucking

¾”-0 Base Aggregate

$7.25 $7.95 8.50 $8.25 $7.75 $7.00 $7.50 $8.25 $8.00

1-1/2” 0 Base Aggregate

$7.25 $7.95 8.50 $8.15 $7.75 $7.00 $7.20 $8.25 $7.90

1-1/2” – ¾” Granular Drain Rock

$8.25 $8.95 11.00 $9.25 $9.00 $7.50 $9.30 No bid $9.00

1-1/2” – 0 Special (Lime) Treated Base

No bid $13.00 No bid No bid No bid No bid $7.95 No bid No bid

6” – 4” Graded Jaw Run

$7.25 $7.75 No bid No bid $6.50 No bid $14.00 No bid $8.00

12” 0 Pit Run $6.50 $8.00 6.00 No bid No bid $6.50 $7.55 $6.50 $7.00 Loose RipRap (Class 200)

$11.50 $14.00 10.00 $9.25 No bid No bid $13.50 $18.00 $10.75

Gabion Rock $8.65 $14.00 21.00 No bid No bid No bid $15.00 No bid $9.50 Boulders $20.00 $14.00 No bid No bid $25.00 No bid $27.50 $25.00 $18.00 3/8” #10 Chip Seal Aggregate


¼” #10 Chip Seal Aggregate


¾” – ½” Chip Seal Aggregate


½” ¼” Chip Seal Aggregate


2” – 0 Select Granular Fill Material

$2.00 $2.25 5.00 $2.50 $7.50 $1.50 $4.25 No bid $3.00

Sand $14.50 $14.50 7.50 $10.50 No bid No bid $13.50 No bid $11.25 Streambed Backfill No bid $19.00 25.00 No bid No bid No bid $18.00 No bid No bid

AGENDA


Agenda Category: Consent – Support Services Agenda Title: AUTHORIZE PURCHASE ORDERS FOR TIRES (29034SA) Presented by: Linda Baumgartner, Purchasing Supervisor

David Switzer, Fleet Manager SUMMARY (Attach Supporting Documents if Necessary) This agenda item seeks authority for the Purchasing Supervisor to sign purchase orders for the acquisition of tires by the Support Services, Fleet Management Division. The tires will be purchased from Wingfoot Commercial Tire Systems and Superior Tires, both approved dealers on the State of Oregon price agreements. The expenditure amount requested is $530,000 through February 28, 2012. The Fleet Management Division buys miscellaneous automotive and truck tires that are commonly used by the County. The tires are listed in three categories: 1) automotive and light truck tires, 2) heavy duty truck and equipment tires and 3) recapped truck and equipment tires. The tires will be ordered through a State of Oregon price agreement, which is a contract that has already been competitively bid and awarded by the State. Through an annual intergovernmental agreement with the State of Oregon, Washington County can issue purchase orders directly for State Price Agreement purchases. County purchases from these State contracts are exempt from further competitive bidding. The County Purchasing Supervisor is authorized to sign and issue purchase orders up to $75,000. However, because the total expenditure for these materials exceed this threshold, delegated signature authority by your Board is required.

DEPARTMENT’S REQUESTED ACTION:That your Board authorize the Purchasing Supervisor to issue purchase orders for tires from Wingfoot Commercial Tire Systems and Superior Tires using a State of Oregon price agreement for $530,000 through February 28, 2012.

COUNTY ADMINISTRATOR’S RECOMMENDATION: I concur with the requested action.

Agenda Item No. 1.n.

Date: 3/1709

AGENDA


Agenda Category: Consent – Support Services Agenda Title: ACCEPT BID/AWARD CONTRACT FOR STEEL SIGN POSTS

(29003B) Presented by: Linda Baumgartner, Purchasing Supervisor

Dave Schamp, Operations Manager SUMMARY (Attach Supporting Documents if Necessary) It is recommended that your Board accept the bid and award a contract to Traffic Safety Supply Company to provide steel sign posts for a contract amount of $125,000 through March 17, 2012. The required legal advertisement and Invitation to Bid (ITB) documents were released February 3, 2009. The County received three (3) bids for this solicitation. See page 2 for the Bid Summary. The items in this bid include steel sign posts, anchors and sleeves for installation of new signs and replacement of old signs around the County. Bids for requirements contracts use estimated quantities only to enable the vendors to establish volume discount pricing. Actual purchase quantities vary depending on County needs.

(Continued on Page 2)

DEPARTMENT’S REQUESTED ACTION:That your Board accept the bid and award a contract for steel sign posts to Traffic Safety Supply for the estimated expenditure amount of $125,000 through March 17, 2012.

COUNTY ADMINISTRATOR’S RECOMMENDATION: I concur with the requested action.

Agenda Item No. 1.o.

Date: 3/17/09

Consent Agenda – Support Services Accept Bid/Award Contract for Steel Sign Posts Page 2

ATTACHMENT A

BID SUMMARY

BIDDER SCHEDULE ONE

SCHEDULE TWO

SCHEDULE THREE

TOTAL

Zumar $53,207.10 $3,504.00 $827.00 $57,538.10

Traffic Safety Supply

$52,108.50 $4,308.00 $728.00 $57,144.50*

American Sign Brackets

No Bid $ 3,777.50 No Bid Not Applicable**

* Recommend Award The previous 3-year contractor was Traffic Safety Supply with a contract expenditure of $95,349 through February 23, 2009. ** Special Instructions stated that award would be on a lump sum basis (total of Schedules One, Two & Three) not by individual schedules. Bidders must respond to all schedules to be eligible for award.

AGENDA


Agenda Category:

Consent – Service District for Lighting No. 1 A County Service District (CPO 7)

Agenda Title: FORM ASSESSMENT AREA, AUTHORIZE MAXIMUM ANNUAL

ASSESSMENT, AND IMPOSE A FIRST YEAR ASSESSMENT FOR SILVERLEAF

Presented by: David L. Schamp, Operations and Maintenance Division Manager SUMMARY (Attach Supporting Documents if Necessary) A petition (with waiver of hearing and remonstrances) requests street lighting service for SILVERLEAF. Number of Number Number of Number of Percent of Signatures Signatures of Lots Street Lights Property Owners Signatures Required 1 7 1 1 100% 51% Attachments: 1. Resolution and Order

2. Petition – Exhibit A 3. Street Lighting Proposal – Exhibit B 4. Waiver and Continuing Request – Exhibit C 5. Assessment Area Map and Vicinity Map – Exhibit D

DEPARTMENT’S REQUESTED ACTION:By Resolution and Order, (1) accept the petition(s), (2) form area as an assessment area within the Service District for Lighting, and (3) authorize maximum annual assessment and impose a first year assessment.


Agenda Item No. 1.p.

Program Code: 168-606005 Date: 03/17/09

RESOLUTION AND ORDER R&O 2000 Creation & Assessment 100% Waiver\4-2000\de

WASHINGTON COUNTY COUNSEL 155 N. FIRST AVE, SUITE 340

HILLSBORO, OR 97124 PHONE (503) 846-8747 - FAX (503) 846-8636

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IN THE WASHINGTON COUNTY SERVICE DISTRICT

FOR LIGHTING (No. SDL-1) In the Matter of Creating an Assessment Area, ) Ordering Installation, Operation and Maintenance ) RESOLUTION AND ORDER of Street Lighting Facilities; Establishing a ) Maximum Annual Assessment and Imposing a First ) NO. Year Assessment for SILVERLEAF. )

This matter having come before the Board of Directors of the Service District For

Lighting No.1, a county service district, at its meeting of March 17, 2009; and

It appearing to the Board that 100% of the property owners in the proposed assessment

area described in Exhibit A, known as the SILVERLEAF development, have requested by

petition that their property be included in an assessment area for purposes of installing, operating

and maintaining street lighting facilities and that said facilities be financed by special

assessments on their property; and

It appearing to the Board that 100% of the property owners voluntarily have waived their

right to notice, hearing remonstrance and referendum, and consent to assessment as set forth

herein; and

It appearing to the Board that the street lighting facilities described in Exhibit B, will be a

special benefit to the properties and that the assessment method and amounts represent a

reasonably fair and equitable manner for apportioning costs in relation to benefit; now, therefore

it is

RESOLVED AND ORDERED that the assessment area described in Exhibit C hereby is

established, and, that the facilities described in Exhibit B, shall be installed, operated and

maintained as described therein; and it is further

RESOLUTION AND ORDER R&O 2000 Creation & Assessment 100% Waiver\4-2000\de

WASHINGTON COUNTY COUNSEL 155 N. FIRST AVE, SUITE 340


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RESOLVED AND ORDERED that the assessment method, maximum annual assessment

amount and first year assessments shown in Exhibit B hereby are adopted, levied and imposed.

Said first assessment shall be placed on the tax rolls and collected in the same manner as ad

valorem property taxes as provided by law if not otherwise paid by July 1, and, it is further

RESOLVED AND ORDERED that, for purposes of Section 11b, Article XI of the

Oregon Constitution, said annual assessment amounts hereby are classified as “taxes levied or

imposed for the purpose of funding government operations” subject to the limit of $5 per $1000

of real market value; and it is further

RESOLVED AND ORDERED that the maximum annual assessment may be increased

after newspaper notice and public hearing to pass through direct cost increases for administration

and electricity as provided by Ordinance No. 3; and it is further

RESOLVED AND ORDERED that the County Administrator, or his designee, shall take

steps to place matter of record and such other steps as are necessary to implement this Resolution

and Order.

DATED this 17th day of March 2009.

BOARD OF DIRECTORS FOR

WASHINGTON COUNTY SERVICE DISTRICT FOR LIGHTING (No. SDL-1) CHAIRMAN RECORDING SECRETARY

PROPOSAL TO INSTALL, OPERATE AND MAINTAIN STREET LIGHTING WASHINGTON COUNTY SERVICE DISTRICT FOR LIGHTING NO. SDL-1

WASHINGTON COUNTY, OREGON

SILVERLEAF PART I. DESCRIPTION OF PROPOSED ASSESSMENT AREA - Currently, tax lot 1N120DA 00300

PART II. ESTIMATED COST OF SERVICE FOR FISCAL YEAR 2008-09

A. Monthly Cost of Service

1. Lights (1-100 W / 9,500 L, HPS Shoebox Luminary) @ $6.87 each $ 6.87

2. Poles (1-30ft. Smooth Fiberglass Pole) @ $.19 each $ .19 3. Total (Light and Pole) $ 7.06

B. Annual Cost of Service

1. Streetlights and Poles ($7.06 x 12 Months) $ 84.72

2. Administration ($2.00 x 7 Lots) $ 14.00 3. Annual Cost for Service Area $ 98.72 4. Base Annual Cost Per Lot ($98.72 / 7 Lots) $ 14.10

5. Total Annual Cost Per Lot $ 14.10

C. Maximum Annual Assessment $ 28.20 PART III. LOCATION OF LIGHTS AND POLES

Per attached Service Area Map

EXHIBIT B Page 1 of 1

EXHIBIT C Page 1 of 3



EXHIBIT D Page 1 of 2


PETITION FOR STREETLIGHTING SERVICE

SILVERLEAF ' -

DATE: December 22,2008

TO: WASHINGTON COUNTY BOARD OF DIRECTORS Governing Body of Washington County Service District for Lighting No. SDL-1 Washington County Operations Division 1400 S W Walnut Street, MS 5 1 Hillsboro, OR 97123

We, the undersigned owners or contract purchasers of record of land situated within Washington County, Oregon, and not within any incorporated city, do hereby request the creation of an assessment area as described in the attached Exhibit B, within the Washington County Service District for Lighting (No. SDL-I),

, whch includes the properties described below, in accordance with the provisions of the Washington county SDL-1 Ordinance and Oregon Revised Statutes Chapter 45 1.

Thls request includes purchase or lease of poles and fixtures, maintenance, electricity, replacement and administration for a minimum service period of 20 years. We understand that street lighting services may be available from other sources and that the District provides this service only at our specific request. Thls is a continuing request, with annual incurred charges payable during the service period. Prior to formation of the service and assessment area, we will execute a covenant form, provided by the District, binding future owners to this request for the remainder of the service period.

I MAPANDTAX 7 I LOTNUMBER I

EXHZBIT A Page 1 of 1

STEEL CREEK HOMES, LLC 7327 SW BARNES RD. #507 PORTLAND, OR 97225

IN1 20DA 00300

PROPOSAL TO INSTALL, OPERATE AND MAINTAIN STREET LIGHTING WASHINGTON COUNTY SERVICE DISTRICT FOR LIGHTING NO. SDL-1

WASHINGTON COUIVTY, OREGON

SILVERLEAF

PART I. DESCRIPTION OF PROPOSED ASSESSMENT AREA - Currently, tax lot 1N120DA 00300

PART 11. ESTIMATED COST OF SERVICE FOR FISCAL YEAR 2008-09

A. Monthly Cost df Service

1. Lights (1-100 W / 9,500 L, HPS Shoebox Luminary) @ $6.87 each

2. Poles (1 -30ft. Smooth Fiberglass Pole) @ $. 19 each $ .19

3.' Total (Light and Pole) $ 7.06

B. Annual Cost of Service

1. Streetlights and Poles ($7.06 x 12 Months) $ 84.72

2. Administration ($2.00 x 7 Lots) $ 14.00

3. Annual Cost for Service Area U

4. Base Annual Cost Per Lot ($98.72 / 7 Lots) $ 14.10

5. Total Annual Cost Per Lot $ 14.10

C. Maximum Annual Assessment $ 28.20

PART 111. LOCATION OF LIGHTS AND POLES Per attached Service Area Map

EXHIBIT B Page 1 of 1

Washington County, Oregon 2009 -0 1 4724 0212412009 02:01:05 PM o-~pps Cnt=l Stn=Zl RECORDS1 -.

i10.00 ~ 5 . 0 0 $11.00 - Total = S26.OU

After recording, please return to: Washington County SDL-1 1400 SW Walnut Street, MS 5 1 Hillsboro, OR 97 123

AGREEMENT TO WAIVE RIGHTS TO NOTICE, HEARING, AND REMONSTRANCE WASHINGTON COUNTY SERVICE DISTRICT FOR LIGHTING NO. SDL-1

SILVERLEAF . .

The undersigned, referred to here& as "owners", are the owners of all property within the proposed assessment area withii the Wash i ion County Service District for Lighting No. SDL-1, said property being more particularly described as:

(Legal Description Attached)

In accordance with Washington County SDL-I Ordinance regulations, owners have petitioned the governing body of SDL-I to create a service area for the above-described property for purposes of securing and maintaining street lighting. Owners have caused to be executed this agreement in part to reduce start up costs and to avoid delay and with full knowledge that the governing body of SDL-I will rely upon this agreement in the course of proceedings. '

. .

Owners hereby agree and covenant as follows:

1) The undersigned owners hereby waive any and all rights to a public hearing for creation of an assessment area withii the Washington County Service District for Lighting No. SDL-1, and to any notice of such hearing, all of which would otherwise be accorded owner by virtue of the Washington County SDL- I Ordinance regulations or applicable State law. The undersigned warrant that they are the sole occupants of the property or that the property is unoccupied.

2) Owners agree not to remonstrate against the proposed improvements or proposed charges or assessments.

3) These coLenants are binding upon and shall constitute a covenant running with the land described above to the benefit of adjacent properties and Washington County. They shall be binding upon the owners, and the owners' heirs, successo~s~and assigns.

D A T E D t h i ~ ~ % d d a y o f ~ @ ~ ,2009.

f

Name of Corporation or Partnership - Signature \

Position , . LWtJ . . Name Printed or Typed

STATE OF OREGON

County of Washington

) ) ss. .)

. .

BE IT REMEMBERED that on this \ 5 - day of ~ & ! C \ ~ L < W ' ,2009, before me, the Gdersigned, a notary public in ':ik \kt\\ and for the said County and State, personally appeared the within named 3h known to me to be the identical

individual(s) described. in ..and who executed the within instrument and acknowledged to me that same was executed fieely and voluntarily.

IN WITNESS WHEREOF, I have hereuntoset my hand and affixed my official seal the day and ye& last abovewritten.

Notary Public for Oregon My Commission Expires:

- r - - - EXHIBIT C Page 1 of 3 . .

Washington County, Oregon 02124/2009 02:01:05 PM 2009-014723 D-IPPS Cnt=l Stn=21 RECORDS1 510.00 95.00 Sll.OO -Total = $26.00

After recording, please return to: . ,, . ' I. Ricna~d HobemicM, Director or Assessment and

Washington County SDLl Taxation and Ex-Omcio County Clerk for Washinglon

. County. Oregon, do herebf certify that the within

1400 SW Walnut Street, MS 5 1 Hillsboro, OR 97 123

Taxation, ExQRicio County Clerk

CONTINUING REQUEST FOR STREETLIGHTING SERVICE WASHINGTON COUNTY SERVICE DISTRICT FOR LIGHTING NO. SDL-1

SILVERLEAF

The undersigned owners specifically request that Washington County Service District for Lighting No. SDL- 1 provide street lighting service to the property described as:

(Legal Description Attached)

For purposes of this request, service is defined as purchase or lease of poles and fixtures, maintenance, replacement, electricity and administration for a minimum of 25 years 6om the recording of this request. This service will be paid for annually as an incurred charge or assessment.

This is a continuing request for service for the entire service period. It is binding on successors in title to the undersigned. It constitutes a covenant running with the land, burdening the subject property and benefiting the other properties within the service or assessment area as w& as the public'right of way on which the facilities are located. - It may be amended or removed only with the written consent of the Board of Directors of the District.

NOTICE TO POTENTIAL PURCHASER: THE OWNER OF THIS PROPERTY HAS SPECIFICALLY REQUESTED STREETLIGHTING SERVICES FOR A SERVICE PERIOD OF 25 YEARS FROM THE DATE THIS DOCUMENT WAS RECORDED. PURCHASE OF THIS PROPERTY CONSTITUTES A SPECIFIC REQUEST FOR SUCH SERVICE AND BINDS THE PURCHASER TO PAYMENT OF ALL INCURRED CHARGES OR ASSESSMENTS FOR THE REMAINDER OF THE SERVICE PERIOD OR UNTlL THE SERVICE AREA IS DISSOLVED, WHICHEVER COMES FIRST.

A

2009.

+ c Name of Corporation or Partnership Signature

~ ~ ~ ~ : b h\\ 1, .:

.. . . . Position . .. . . . . , ' - :'- Name Printed or Typed

STATE OF OREGON

County of Washington

1. ) ss. 1

BE IT REMEMBERED that on this \5 day of ~ C I V \ L ~ W ,2009 before me, the undersigned, a notary public in and for the said County and State, personally appeared Be withim named a d , L[ \4n\\ known to me to be the identical individual(s) described in and who executed the within instrument and acknowledged to me that same was executed freely and voluntarily.

D\I WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

.. ' Notary Public for Oregon I.'

, .

! EXHIBITC 'Page 2 of 3

.. . . Exhibit A

A portion of that certain Tract of land in the Southeast onequarter of Section 20, Township 1 North. Range 1 West of the' Willamette Meridian, in the County of Washington and State of Oregon, described in Deed.to Sven R. Roslund, et ux, recorded in. Book 627, Page 105, Washinton County Deed Records, said portion being more particularly described as follows:

Beginning at the Northwest corner of said Roslund Tract, a point in the center of N.W: Kaiser Road (County Road No. 167), arid.running thence along the Northerly line of said Roslund Tract, South 8g026'30" East 380 feet to a point; thence South 0°33'30" West 157.49 feet to a point;' thence North 89026'30n West 434.66 feet to a point in the center of said N.W. Kaiser Road;thence along the center line thereof, ~ o r t h 21°18'30" East 168.44 feet to the point of beginning.

, Pacific Northwest Title Insurance Company PAGE 3 o f Preliminary Subdivision Guarantee No. 0730331 0-W . .

EXHIBIT C .l , .

Page 3 of 3 '

VICINITY MAP

SILVERLEAF

SERVICE DISTRICT FOR LIGHTING SDL NO. 1

WASHINGTON COUNTY SERVICE DISTRICT FOR LIGHTING SDL NO. 1


AGENDA


Agenda Category: Boards and Commissions Agenda Title: APPOINTMENT TO THE FARM REVIEW BOARD Presented by: Rich Hobernicht, Director, Department of Assessment & Taxation SUMMARY (Attach Supporting Documents if Necessary) The Farm Review Board is provided for in ORS 308A.095 and consists of five (5) members. Two of these members are appointed by the Board of Commissioners and two by the County Assessor. Their terms are alternate two-year appointments. The other member is appointed by these four members. There is usually one meeting annually for discussion and advice regarding farmland rentals and value information used to determine farmland values. We have one applicant for this Board, Mr. Dave Eischen. Mr. Eischen has been serving on this Board since 1986, and has extensive farm experience. Knowledge of farm rents and farming practices are important criteria for appointment to the Farm Review Board.

DEPARTMENT’S REQUESTED ACTION: That your Board appoint Dave Eischen to the Farm Review Board for the term ending June 30, 2010.

COUNTY ADMINISTRATOR’S RECOMMENDATION:


Date: 3/17/09

FARM BOARD OF REVIEW

Description

The Farm Board of Review is an advisory panel to the County Assessor. The Board meets once each year to inform the Assessor regarding farmland rents and other information pertaining to the valuation of farmland for property taxation as provided by Oregon Law.

Members Five – two appointed by the Board of Commissioners, two by the County Assessor, and one by the other four Farm Board Members themselves.

Length of Term 2 years

Current Vacancies 1

Applicants 1 Membership

District*

Current Term Expiration

First Appointed

Member seeking reappointment: Melvin Finegan Continuing Member: Dave Eischen

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June 30, 2009

June 30, 2008

1994

1986

*For information purposes only; members are not appointed by Commissioner District.

AGENDA


Agenda Category: Public Hearing - Land Use & Transportation (CPO 13) Agenda Title: CONSIDER PLAN AMENDMENT TO CHANGE THE PLAN

DESIGNATION FROM AF-20 TO EFC ON 3 PARCELS CONSISTING OF APPROXIMATELY 426 ACRES (CASEFILE 08-438-PA)

Presented by: Brent Curtis, Planning Manager SUMMARY (Attach Supporting Documents if Necessary) The applicant is requesting a plan amendment from Agriculture and Forestry - 20 Acres (AF-20) to Exclusive Forest & Conservation (EFC) for approximately 426 acres on three tax lots. The property is described as Tax Lots 100 & 400 on Tax Map 1N4, Section 22, and Tax Lot 700 on Tax Map 1N4, Section 23. The property is generally located east of NW Paradise Lane, north of NW David Hill Road, as shown on the attached public notice document. Because this request involves lands designated under statewide planning goals addressing agriculture (Goal 3) and forest lands (Goal 4), a Planning Commission hearing was held for the purpose of making a recommendation to the Board on this matter. It is the Board’s responsibility to make a final decision on this application. On January 16, 2009, the Planning Commission conducted a public hearing on the plan amendment. The Commission voted 7-0 to forward a recommendation for approval to the Board of County Commissioners. The staff report for the March 17, 2009 hearing and the applicant’s submittal will be provided to the Board and the Board’s clerk under separate cover. Since this hearing is not an appeal hearing, the time limits specified in Community Development Code Section 209-5.6 do not apply. However, this hearing is similar to a de novo hearing, so the Board may want to use the same time limits - 30 minutes per side and 5 minutes for the applicant’s rebuttal. Attachment: Public Notice Resolution and Order (cover sheet only) DEPARTMENT’S REQUESTED ACTION:Conduct public hearing. Approve the proposed plan amendment based on evidence and findings in the staff report and the applicant’s submittal. Authorize the Chair to sign the Resolution and Order for Plan Amendment 08-438-PA. COUNTY ADMINISTRATOR’S RECOMMENDATION:I concur with the requested action.


100-601000 Date: 3/17/09

WASHINGTON COUNTY DEPARTMENT OF LAND USE AND TRANSPORTATION PLANNING DIVISION ROOM 350-14 155 NORTH FIRST AVENUE HILLSBORO, OREGON 97124 (503) 846-3519 fax: (503) 846-4412 www.co.washington.or.us

NOTICE OF PUBLIC HEARING

REVISED SITE MAP ATTACHED CASE FILE NO.: 08-438-PA APPLICANT’S REPRESENTATIVE: Kevin Apperson WH Pacific 9755 SW Barnes Road, Suite 300 Portland OR 97225

APPLICANT & OWNER: PROCEDURE TYPE III Stimson Lumber Company 520 SW Yamhill, Suite 700 CPO: 13 Portland OR 97204 COMMUNITY PLAN: Rural/Natural Resources PROPERTY DESCRIPTION: EXISTING LAND USE DISTRICT(S): Agriculture and Forest – 20 Acre District (AF-20) ASSESSOR MAP NO(S): 1N4 22 & 1N4 23 TAX LOT NO(S): 100 & 400, 700 SITE SIZE: approximately 429 acres ADDRESS: None LOCATION: North of NW David Hill Road and east of NW

Paradise PROPOSED PLAN AMENDMENT: Change existing AF-20 designation to Exclusive Forest Conservation (EFC) Notice is hereby given that the Planning Commission will review the request for the above stated proposed plan amendment at a meeting on: February 4, 2009 at 1:30 PM in the auditorium of Washington County Public Services Building, 155 North First, Hillsboro, Oregon. After the hearing the Planning Commission will decide on a recommendation to the Board of County Commissioners on this matter. The Board of Commissioners will consider the request at a public hearing on: March 17, 2009 at 10:00 AM in the auditorium of Washington County Public Services Building, 155 North First, Hillsboro, Oregon. The decision of the Board is final unless appealed. All interested persons may appear and provide written or oral testimony (written testimony may be submitted prior to a hearing). Only those making an appearance of record shall be entitled to appeal. The public hearings will be conducted in accordance with the rules of procedure as adopted by the Board of County Commissioners. Reasonable time limits will be imposed. Assistive Listening Devices are available for persons with impaired hearing and can be scheduled for this meeting by calling 648-8611 (voice) or 693-4598 (TDD-Telecommunications Devices for the Deaf) no later than 5:00pm, Monday. The County will also upon request endeavor to arrange for the following services to be provided: qualified sign language interpreters for persons with speech or hearing impairments; and qualified bilingual interpreters. Since these services must be scheduled with outside service providers, it is important to allow as much lead time as possible. Please notify the County of your need by 5:00pm on the Monday preceding the meeting date. FOR FURTHER INFORMATION, PLEASE CONTACT:

Anne Elvers, Associate Planner

AT THE WASHINGTON COUNTY DEPARTMENT OF LAND USE AND TRANSPORTATION. (503) 846-3519.

AREA MAP

NOTICE TO MORTGAGEE, LIENHOLDER, VENDOR OR SELLER: ORS CHAPTER 215 REQUIRES THAT IF YOU RECEIVE THIS NOTICE, IT MUST BE PROMPTLY FORWARDED TO THE PURCHASER.

SUBJECT PROPERTY

All interested persons may appear and provide written or oral testimony (written testimony may be submitted prior to the hearing but not after the conclusion of the hearing). Only those making an appearance of record (those presenting oral or written testimony) shall be entitled to appeal. Failure to raise an issue in the hearing, in person or by letter, or failure to provide sufficient specificity to afford the Review Authority (Planning Commission and/or Board of County Commissioners) an opportunity to respond to the issue precludes appeal to the Land Use Board of Appeals (LUBA) based on the issue. The public hearing will be conducted in accordance with the following rules of procedure as adopted by the Board of County Commissioners. Reasonable time limits may be imposed. RULES OF PROCEDURE 1. The staff will summarize the applicable substantive review criteria 2. A summary of the staff report is presented. 3. The applicant's presentation is given. 4. Testimony of others in favor of the application is given. 5. Testimony of those opposed to the application is given. 6. Applicant's rebuttal testimony is given. Unless there is a continuance, if a participant so requests before the conclusion of the hearing, the record shall remain open for at least seven days after the hearing. Such an extension shall be subject to the limitations of ORS 215.428 or 227.178. When the Review Authority reopens a record to admit new evidence or testimony, any person may raise new issues which relate to the new evidence, testimony or criteria for decision-making which apply to the matter at issue. A copy of the application, all documents and evidence relied upon by the applicant and applicable criteria are available for inspection at no cost at the Department of Land Use and Transportation. A copy of this material will be provided at reasonable cost. A copy of the staff report will be available for inspection at no cost at the Department of Land Use and Transportation at least seven days prior to the hearing. A copy of the staff report will be provided at reasonable cost. For further information, please contact Anne Elvers, Associate Planner, Department of Land Use and Transportation, at 503-846-3583.

Tax Map/Lot Number: 1N4 22 & 1N4 23, Tax Lots 100 & 400, 700 Case File Number: 08-438-PA

Legend: Area of Consideration is shaded Scale = 1”: 1200‘ Applicable Land Use Districts: Applicable Goals, Policies & Regulations:

AF-20 EFC A. LCDC Statewide Planning Goals 1, 2, 3, 4, 11 & 12

B. Washington County Rural/Natural Resource Plan Policies C. Washington County Community Development Code

Article II; Article III, Sections 342, 344, 421 and 422; Article IV Sections 421, 422; Article V

E. OAR 660-012-0060, OAR 660-004

F. Washington County Transportation Plan Policies 1, 2, 4, 5, 6,10& 19 S:\PLNG\WPSHARE\Plan Amendments\Casefiles\2008\08438 Stimson David Hill\notice\Hrg Notice.doc

Correct tax lot

Incorrect tax lot shown on previous notice map

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IN THE BOARD OF COMMISSIONERS FOR WASHINGTON COUNTY, OREGON

In the Matter of a Proposed Plan ) RESOLUTION AND ORDER Amendment Casefile 08-438-PA ) for Stimson Lumber Company ) No.

This matter having come before the Washington County Board of Commissioners (Board) at its

meeting of March 17, 2009; and

It appearing to the Board that the above-named applicants applied to Washington County for a

Plan Amendment to change the plan designation for certain real property described in the Notice of

Public Hearing (Exhibit “A”), attached hereto and by this reference made a part hereof, from Agriculture

and Forest (AF-20) to Exclusive Forest and Conservation (EFC); and

It appearing to the Board from evidence and findings in the Application (Exhibit “B”) and in the

findings (Exhibit “C”) attached hereto and by this reference made a part hereof, that the aforementioned

application does meet the requirements of the Rural/Natural Resource Plan for such a Plan Amendment;

and therefore, that the aforesaid application should be approved; and

It appearing to the Board that the findings described in Exhibit "C" constitute appropriate

legislative findings and should be adopted by this Board; and

It appearing to the Board that the Planning Commission, at the conclusion of its public hearing on

February 4, 2009, voted to recommend that the Board adopt 08-438-PA, it is therefore

RESOLVED AND ORDERED that Casefile No. 08-438-PA for a Plan Amendment for property

described in Exhibit “A” is hereby approved, based on the findings in Exhibits “B” and “C”, and is subject

to the conditions of approval set forth in the Summary of Decision (Exhibit “D”).

____ votes Aye, ____ votes Nay.

BOARD OF COUNTY COMMISSIONERS FOR WASHINGTON COUNTY, OREGON APPROVED AS TO FORM: CHAIRMAN Assistant County Counsel RECORDING SECRETARY for Washington County, Oregon

AGENDA


Agenda Category: Public Hearing -- Health and Human Services (All CPOs) Agenda Title: SECOND READING AND FIRST PUBLIC HEARING OF

PROPOSED ORDINANCE 710: AN ORDINANCE AMENDING CHAPTER 8.04 OF THE WASHINGTON COUNTY CODE RELATING TO SOLID WASTE ADVISORY COMMITTEE MEMBERSHIP AND DECLARING AN EMERGENCY

Presented by: Brad Anderson, Sr. Assistant County Counsel SUMMARY (Attach Supporting Documents if Necessary)

The Solid Waste Advisory Committee is created under WCC 8.04.060. The code provides that the committee consists of 10 members: six are from the public, one non-voting member is an employee of the Health Department, and three members are from the solid waste collection and disposal industry. The criteria to qualify for an industry member position are specific. Revisions to WCC 8.04.060 are necessary to provide more flexible criteria for industry member positions.

Proposed Ordinance 710 amends WCC 8.04.060 to eliminate specific criteria for industry

member positions.

DEPARTMENT’S REQUESTED ACTION:Conduct the second reading, first public hearing of proposed Ordinance No. 710 and adopt or continue to date certain for third reading, second public hearing.



Date: 3/17/09

I BEFORE THE BOARD OF COUNTY COMMISSIONERS

FOR WASHINGTON COUNTY, OREGON

Page

ORDINANCE NO. 71 0

An Ordinance Amending Chapter 8.04 of the Washington County Code Relating to Solid Waste Advisory Committee Membership and Declaring an Emergency

The Board of County Commissioners of Washington County, Oregon, ordains as

follows:

SECTION 1

A. The Board of County Commissioners (Board) finds that the Solid Waste

Advisory Committee is created under Washington County Code (WCC) 8.04.060 and

consists of 10 members: six are from the public, one non-voting member is an employee

of the health department and three members are from the solid waste collection and

disposal industry.

B. The Board finds that certain portions of WCC 8.04.060 need to be revised

to provide more flexible eligibility criteria for the industry member positions.

SECTION 2

The Board finds and takes public notice that it is in receipt of all information

necessary to consider this Ordinance in an adequate manner, and that this Ordinance

complies with the requirements set forth in the Washington County Charter and the

Washington County Code.

/I//

///I

I Washington County Code 8.04.060 is amended as follows. New material is

I underlined; deleted material is strikethrough. All other language is unchanged.

8.04.060 Created. There is created a solid waste advisory committee consisting of A. Six members representing the public; B. One member or employee of the health department who shall be a

I nonvoting member;& C. Three members of the solid waste collection and disposal industry, each

with not less than five years of e x p e r i e n c f i

SECTION 4

A. Nothing herein is intended, nor shall it be construed, as amending,

l 1 I replacing or otherwise being in conflict with any other ordinances of Washington County

l 2 I unless expressly so stated.

l3 1 B. If any section, clause, phrase, or word of this Ordinance, shall for any

l4 1 reason be held invalid, unconstitutional, or unenforceable by a body of competent

l 5 I jurisdiction, the remainder of this Ordinance or its application and all portions not so

l6 1 stricken shall not be affected thereby and shall remain in full force and effect.

l8 I The Office of County Counsel is authorized to codify this Ordinance and to make

l9 1 any technical changes, not affecting its substance, as are reasonably necessary to

2o I accomplish codification.

Page 2 -ORDINANCE 7 10

I effect immediately upon enactment.

2

3

ENACTED this day of ,2009, being the reading

Being necessary in order to protect the public health, safety, and welfare of

Washington County residents, an emergency is declared, and this ordinance shall take

l and public hearing before the Board of County Commissioners of Washington

7 I County, Oregon.

READING

BOARD OF COUNTY COMMISSIONERS FOR WASHINGTON COUNTY, OREGON

CHAIRMAN

l5 I First

RECORDING SECRETARY

PUBLIC HEARING

First

Second

Third

Fourth

l9 1 VOTE: Aye: Nay:

2o 1 Recording Secretary: Date:

Page 3 -ORDINANCE 7 10

AGENDA


Agenda Category: Action – Health and Human Services Agenda Title: APPROVAL OF SOLID WASTE FACILITY APPLICATION Presented by: Rod Branyan, Director SUMMARY (Attach Supporting Documents if Necessary) Washington County Solid Waste Disposal Sites Code, Chapter 8.08, provides the authority for the Washington County Board of Commissioners to regulate the collection and disposal of solid waste and to adopt a program regarding the creation and operation of solid waste disposal sites. Provisions are also included within the Franchise Agreement for each disposal site for selling the business and transferring the franchise agreement issued by the County to the new owner. This provision reads as follows:

WCC Section 8.08.390 Transfer of Franchise. A. A franchise holder may transfer his franchise or any rights incidental thereto, or

portion thereof, to other persons only upon written notice to, and approval by, the Board.

B. Upon the finding and recommendation of the committee (the Solid Waste Advisory Committee, i.e. SWAC), the Board may approve the transfer if it finds the transferee meets all applicable requirements as if the transferee were an applicant for a franchise. The Board shall approve or disapprove any application for transfer of a franchise within a reasonable time.

Nature’s Needs, LLC (Jack, Rocky, Brad and Troy Botkin), the current franchise holder, has communicated the intent to sell the business and transfer the franchise to Great Northwest Recycling of Oregon, Inc. (a wholly owned subsidiary of Norcal Waste Systems, Inc.). Great Northwest Recycling of Oregon, Inc. is a registered business with the State of Oregon Secretary of State’s Office. Great Northwest Recycling of Oregon, Inc. has submitted an application to the Department of Health and Human Services for the transfer of the solid waste facility franchise previously issued to Nature’s Needs, LLC. (continued on next page)

DEPARTMENT’S REQUESTED ACTION: Adopt the resolution and order approving the transfer of Nature’s Needs solid waste disposal franchise. The transfer is effective upon execution of the Franchise Agreement by both parties following Board approval and is subject to all existing and recommended conditions and renewals of the current Nature’s Needs LLC franchise agreement. COUNTY ADMINISTRATOR’S RECOMMENDATION:

I concur with the requested action.


Date: 3/17/09

The name of the facility will remain Nature’s Needs. Staff conducted a thorough analysis of the solid waste application submitted by Great Northwest Recycling of Oregon, Inc. Based upon that review and site inspections , Staff is satisfied that Great Northwest Recycling of Oregon, Inc. has met the requirements of §8.08.230 of the Washington County Code. FINDINGS 1. Great Northwest Recycling of Oregon, Inc. has the equipment, facilities and personnel

necessary to comply with applicable state statutes, rules and regulations; is of good moral character and will submit a corporate surety bond within ten days after the grant of the franchise by the board.

2. Staff’s understanding is that the Applicant has agreed to enter into a maintenance agreement

with the City of North Plains regarding Highland Court. If the current franchise is approved for transfer, the new owners will be bound by the terms and conditions of the current Franchise Agreement and any additional conditions of approval that the Board of Commissioners (Board) deem appropriate. The five-year term of the franchise remains July 15, 2005 through July 15, 2010. A staff report is attached providing additional detail on the proposed transfer and the new facility owners. (A copy of the Modified Franchise Agreement is available at the Clerk’s Desk.) The Solid Waste Advisory Committee considered the matter at its February 12, 2009 meeting and recommended approval of the transfer, pending Board approval.

155 N. First Street, MS 5 · Hillsboro, OR 97124

Phone: (503) 846-8609 · Fax: (503) 846-4490 www.co.washington.or.us www.recyclewise.org

WASHINGTON COUNTYOregon

DATE: March 17, 2009

TO: The Washington County Board of Commissioners FROM: Theresa Koppang Solid Waste Management Supervisor RE: Proposed Transfer of Franchise – Nature’s Needs LLC

Background and Summary The current owners and franchise holders of Nature’s Needs LLC, Jack and Rocky Botkin, have communicated their intent to sell the business and transfer the franchise to Great Northwest Recycling of Oregon, Inc. (GNR of Oregon). Concurrent with this action, the Botkins have also sold their Compost Oregon business, located in Aumsville, Oregon, to GNR of Oregon. Parties to the transaction wish to have the Washington County solid waste franchise that was previously granted to Nature’s Needs LLC transferred to GNR of Oregon. The Department of Health and Human Services (HHS) received a written communication dated November 26, 2008 from Nature’s Needs LLC informing us of their intent to sell Nature’s Needs LLC to Norcal Waste Systems, Inc. Ultimately this sale will be made to GNR of Oregon, a registered Oregon business owned by Norcal Waste Systems, Inc. of Dixon, California. On December 15, 2008, a Solid Waste Facility application, requesting the transfer of the franchise, was filed by Great Northwest Recycling of Oregon, Inc. The name of the facility will remain Nature’s Needs. Section 8.1 of the existing Nature’s Needs solid waste franchise agreement provides for the following:

The facility shall not be sold, assigned, transferred, leased or disposed of, either in whole or in part, by involuntary or by voluntary sale, merger, consolidation, nor shall title thereto, either legal or equitable, or any right, interest or property therein pass to or vest in any person or entity other than the Franchisee without the prior written consent of the County, which consent shall not be unreasonably withheld or delayed.

Furthermore, Section 8.08.390(B) of the Washington County Code provides for the following:

Upon the finding and recommendation of the committee (the Solid Waste Advisory Committee), the board may approve the transfer if it finds the transferee meets all applicable requirements as if the transferee were an applicant for a franchise. The board shall approve or disapprove any application for transfer of a franchise within a reasonable time.”

If the current franchise is approved for transfer, the new owners will be bound by the terms and conditions of the current Franchise Agreement and any additional conditions of approval that the Board of Commissioners (Board) deem appropriate. The current Franchise Agreement, dated July 3, 2007, contains eighteen (18) conditions of approval beyond those contained in the body of the agreement. These conditions are outlined in Exhibit “A” Approval Conditions to the attached Franchise Agreement (included as Attachment A to this report). Information in this report and Attachment “B” Staff Findings presents the staff recommendation concerning the requested transfer of the Nature’s Needs LLC solid waste franchise from the Botkins to GNR of Oregon.

The term of this Franchise Agreement is five (5) years from the effective date of the original, which was July 15, 2005. A request for Renewal of the Franchise Agreement is therefore expected before July 15, 2010. The following language is taken directly from the existing agreement.

Section 2: Term of Franchise; Extension of Term

2.1 The term of this franchise shall remain in effect for five (5) years following the Effective Date of the original franchise (July 15, 2005) and shall be renewable unless grounds exist for refusal to renew as provided in Chapter 8.08, the rules promulgated thereunder and the franchise terms. The Franchisee may submit notice of its intent to renew at any time. No later than ninety (90) days prior to expiration of the franchise, however, the Franchisee shall submit its application for renewal. The Franchisee may, however, submit a new franchise application at any time.

Page 2 of 8

Staff recommends the following to the Board: Staff recommends that the Washington County Board of County Commissioners approve the transfer of the Washington County solid waste franchise currently issued to Nature’s Needs LLC (Jack and Rocky Botkin) to Great Northwest Recycling of Oregon, Inc. with the following additional conditions. These conditions are important reiterations of the existing franchise agreement and Washington County Code. If any of these requirements are not met in full, by the dates set forth, staff will recommend suspension of the franchise to SWAC and the Board.

A. Pursuant to WCC §8.08.230 (D), as a condition for the issuance of a Washington County solid waste franchise for the Nature’s Need facility, the owner/operators shall submit within ten days after the grant of the franchise by the board, but before issuance of the franchise, a financial assurance equal to a minimum value of $20,000. This amount is deemed adequate to meet the surety requirements set forth in WCC §8.08.230 (D), and to provide sufficient funds to meet the requirements of a “worst case” site closure scenario per DEQ Administrative Rules 340-096-0028(1)(c).

B. Within twenty (20) calendar days of the issuance of a Washington County solid waste franchise for the Nature’s Needs LLC facility, the owner/operators shall provide evidence of the transfer of the Oregon DEQ General Permit for Composting and provide a copy to the Department of Health and Human Services.

C. Within twenty (20) calendar days of the issuance of a Washington County solid waste franchise for the Nature’s Needs LLC facility, the owner/operators shall provide evidence of the transfer of the Oregon DEQ National Pollution Discharge Elimination System Stormwater Discharge Permit written for the facility (DEQ permit No. 1200-Z) and provide a copy to the Department of Health and Human Services.

D. Maintain the existing tonnage cap of 50,000 tons per year in order to limit annual volumes at the facility.

E. All incoming feedstock will be processed using the AgBag™ in-vessel system or comparable in-vessel technology. No open windrows will be used to process incoming, green feedstock. Material will be allowed to be placed in open windrows only after it has been properly cured in an AgBag™ in-vessel or comparable in-vessel system.

Attachment A: Staff Analysis and Findings

Page 3 of 8

Attachment A: Staff Analysis and Findings Washington County Code Chapter 8.08 provides for several criteria for consideration by the Board in determining whether to approve an application for a solid waste facility. The following findings respond to each of those criteria. Criterion: The applicant must show to the satisfaction of the board that he has available equipment, facilities and personnel to meet the standards established by this chapter, applicable state statutes, and rules and regulations Finding: Norcal Waste Systems, Inc., the parent company for Great Northwest Recycling of Oregon, Inc., currently operates three compost facilities in the State of California licensed by the California Integrated Waste Management Board. A review of the monthly inspection reports for these three sites indicates that all three are being operated in full compliance with the applicable standards of their permits. Staff finds that this criterion has been met. Criterion: The applicant must show to the satisfaction of the board that he has good moral character, or if the applicant is not a natural person, that the principle partners, owners, shareholders or officers are of good moral character and have never been convicted of a crime involving moral turpitude. A list of stockholders holding more than ten percent of a corporation or similar entity, or owners or partners of any legal, but not natural, person, must be submitted to the board and any subsequent cumulative change in excess of ten percent of ownership thereof, must be reported within ten days of such change of ownership to the board. Finding: Staff has reviewed the materials submitted as part of the application and reviewed the corporate records on file with of the Oregon Secretary of State Corporation Division. Staff finds that this criterion has been met. Criterion: The applicant must show to the satisfaction of the board that he has sufficient personnel experienced in the operation of comparable disposal facilities considering the type, duration, volume of disposal, weather conditions, and methods of disposal to assure ability to comply with Chapter 459 ORS and rules and this chapter and the regulations thereunder. Finding: The applicant will keep the existing site foreman and operations manager on staff from the prior franchise holder. These two personnel, in conjunction with the newly assigned General Manager and Group General Manager, represent an extensive level of experience in the field of compost operations. Staff finds that this criterion has been met.

Page 4 of 8

Criterion: The applicant must show to the satisfaction of the board that he has, as a condition of his franchise, submitted within ten days after the grant of the franchise by the board, but before issuance of the franchises, a corporate surety bond, equal to the estimated annual gross receipts of the disposal site for the first year of operation or five thousand dollars, whichever is greater. Finding: The applicant has demonstrated the ability to provide a financial surety sufficient to meet the standard established within the code. Staff finds that this criterion has been met. Criterion: The applicant must prove to the satisfaction of the board that he has the capability to dispose of all wastes or solid wastes proposed to be disposed of by the applicant in the service area for which he has applied. Finding: The applicant has demonstrated the ability to dispose of any residual waste materials at appropriate disposal sites located within the region. Staff finds that this criterion has been met.

Background of Nature’s Needs Franchise and Facility Franchise History:

• February 15, 2000, Washington County Board of Commissioners approved a six-month “solid waste certificate” that allowed the facility to operate. The facility operated under the temporary certificate (via a number of extensions) until it ultimately expired in May, 2001.

• February 11, 2002, the Gilberts submitted a supplemental application for a franchise. On October 15, 2002, as a result of staff concerns regarding the facility’s compliance with the requirements of Washington County Code, staff recommended the issuance of another temporary certificate with additional conditions pursuant to §808.380 of the Code. The intent of the temporary certificate was to allow the facility time to come into compliance with the criteria set forth in Chapter 8.08 of the Code. The Board approved the issuance of another temporary certificate during that time, which expired in October, 2003.

• On November 4, 2003, the Board awarded an eighteen month solid waste franchise to Nature’s Needs. This franchise agreement was subsequently extended by ninety days in order to allow the franchisee additional time to submit a completed application for renewal. Nature’s Needs began operating under a five year solid waste franchise issued by the Board on July 15, 2005.

• At or around January 7, 2007, the Botkins took over operations at the site under a contract arrangement.

Page 5 of 8

• A modified Franchise Agreement was issued to Nature’s Needs LLC on July 3, 2007.

• On November 26, 2008, a written notice of intent to sell Nature’s Needs LLC and transfer the current Franchise Agreement was received by Washington County.

• On December 15, 2008, a preliminary Solid Waste Facility Application was received from Great Northwest Recycling of Oregon, Inc. The final application was received on January 15, 2009.

Site Information: Nature’s Needs is open to both commercial and public self-haul customers. They accept wood, produce and vegetative waste, yard debris and manure. The applicant has submitted a rate structure of $40.00 per ton charge for this material. They will be open Monday through Saturday, 8:00 am to 4:30 pm. Rates for this facility are not set by Washington County nor are they set under the terms of the Franchise Agreement. As such, rates for this facility are not subject to the provisions of Washington County Code Chapter 8.08, Sections 580 through 650. Nature’s Needs LLC leases the property where this facility is located. They have authorization from the landowner to continue the business as a compost producing facility. Operational Permits and Agency Oversight: In addition to a Washington County Franchise Agreement, the facility also operates under two permits issued by the State of Oregon Department of Environmental Quality (DEQ). These include a solid waste general permit for composting facilities and a storm water discharge permit. These permits run with the property and will transfer upon final sale of the business. The facility is also operating under a Washington County conditional land use permit within the existing agriculture/forestry-20 zoning district. That permit was reviewed in 2008 and the operation was found to be in compliance with the terms and conditions of their permit. Nature’s Needs also executed an agreement with the City of North Plains on July 17, 2007 related to the improvement of a portion of NW Highland Court. This agreement is being updated and a new agreement will be executed between the City of North Plains and Great Northwest Recycling of Oregon, Inc. Facility Operations: The compost operations at this facility utilize a combination of open windrow techniques and the AgBag™ in-vessel composting process, depending upon the type of material being processed and the time of year. The AgBag™ in-vessel process is notably different from the

Page 6 of 8

conventional open air windrow process. Open air composting projects can be hindered by many problems, including odor complaints, leachate control, blowing debris, weather-related control problems, and high operating costs. The Ag-Bag™ in-vessel system is a cost effective, environmentally benign technology that rapidly processes the organic material feedstock delivered to the site. It is a flexible and portable composting system with a proven track record in North America.

The Ag-Bag™ in-vessel composting system provides a technology that eliminates the challenges of open air composting and ensures that managed organic material can be monitored safely and effectively with minimal labor and low initial set-up costs. By filling elongated polyethylene bags or "PODs" (Preferred Organic Digesters) with organic material processed through an Ag-Bag™ compost machine and outfitted with air tubes throughout, the system becomes a controlled environment. The bags are equipped with air-vents that can be opened or closed to control digester gas emissions and compost temperatures. The bags are equipped with a fan to push air at pre-set times throughout the bag for the duration of the composting process (approximately 8 weeks according to the Applicant). The PODS are 10' in diameter and 200' in length, and can be cut and sealed at shorter lengths meeting any site size or volume restriction. End Market for the Product: The finished humus product that comes out of the Ag-Bag™ process is marketed as a soil amendment. The target market for this product is farmers in and around the Portland metropolitan area. In addition to the bulk product that is targeted for the organic and agricultural markets, the facility has a bagging operation that packages product for the home gardening and lawn care markets. Regional Significance of Nature’s Needs Facility Nature’s Needs is the only composting facility in the region that utilizes pre-consumer food waste and other organics as feedstock for its finished humus product. Currently, all post-consumer food waste that is collected in the region and targeted for recycling is trucked to Maple Valley, Washington (east of Seattle) for composting.

Page 7 of 8

Applicant Background: Great Northwest Recycling of Oregon, Inc. The applicant Great Northwest Recycling of Oregon, Inc. is a wholly owned subsidiary of Norcal Waste Systems, Inc. located in Dixon, California. GNR of Oregon has been a legally registered business with the State of Oregon Corporation Division since May 15, 2006. Prior to this date it was registered in the state as Mallard Lake Organics, Inc. This company was originally registered on November 5, 2001. The parent company, Norcal Waste Systems, Inc. (Norcal) owns and operates multiple solid waste disposal sites and collection systems within California. It owns and operates four compost facilities and three landfill operations. The purchase of the Compost Oregon operation located in Aumsville, Oregon and the pending purchase of the Nature’s Needs LLC operation are its first operations in Oregon. It owns and operates 22 recycling and collection operations throughout northern California. Norcal was created in 1983 through the re-organization of its parent company Golden Gate Disposal Company. In 1986 Norcal was sold to its 570 employees and their Employee Stock Ownership Plan. In 1987 Norcal purchased Envirocal and became one of the nation’s ten largest 100% employee-owned companies and the largest employee-owned company in the solid waste industry. Norcal currently provides service to more than 570,000 residential customers and 55,000 commercial customers. More information about Norcal can be found on their web site at http://www.norcalwaste.com.

Page 8 of 8

Exhibit A

MODIFIED FRANCHISE AGREEMENT

for Nature’s Needs, LLC, Great Northwest Recycling of Oregon, Inc., and Washington County, Oregon

This Modified Franchise Agreement (the "Agreement") is entered into this _____ _ day of

_ ____ ____, 2009 (the "Effective Date") by and between Washington County, Oregon (the "County"), located at 155 North First Avenue, Hillsboro, Oregon 97124 and Great Northwest Recycling of Oregon, Inc., owner and operator of Nature’s Needs LLC, (the "Franchisee"), located at 9570 NW 307th, North Plains, Oregon, 97133. The County and the Franchisee shall be referred to collectively as the "Parties" and individually as a "Party."

Witnesseth Whereas, the County is authorized to enter into this Agreement under the authority of ORS 459

of the laws of the State of Oregon and Chapter 8.08 of the Washington County Code, Solid Waste Disposal Sites (the "Ordinance"), and

Whereas, the original Franchisee (Nature’s Needs) entered into a Franchise Agreement for the

solid waste disposal site subject to this Franchise Agreement located at 9570 NW 307th, North Plains, Oregon 97133 (the “Facility”) effective July 15, 2005, and

Whereas, the aforementioned Franchise Agreement was subsequently transferred to Nature’s

Needs LLC (Jack, Rocky, Brad and Troy Botkin), effective July 3, 2007, and Whereas, the above-referenced Franchise Agreement provides at Section 8 for the transfer of

ownership or control of the franchise, and Whereas, the owner of Nature’s Needs LLC desires to transfer the Franchise and sell the

business operating the Facility to Great Northwest Recycling of Oregon, Inc., a company duly registered to conduct business within the State of Oregon, and

Whereas, pursuant to WCC 8.04.390, the Washington County Board of Commissioners (the

“Board”) approved the transfer of the Franchise from Nature’s Needs to Nature’s Needs LLC on , 2009.

Whereas, the Parties desire through this Modified Franchise Agreement to set forth the terms,

conditions, rights, restrictions and obligations under which the Franchisee may receive the types of solid waste at the Facility specified by this Modified Franchise Agreement, consistent with the Ordinance and state and federal law,

Now, therefore, the Parties agree as follows:

Franchise Section 1: Award 1.1 Subject to the terms and conditions set forth in this Modified Franchise Agreement, and to

the provisions of the Ordinance and state and federal law, the Franchisee is awarded a franchise to operate a waste disposal site at the Facility. The granting of this franchise by the Board shall not vest any right or privilege in the Franchisee to receive specific quantities of solid waste at the Facility during the term of this Agreement.

Modified Franchise Agreement for Nature’s Needs, LLC Great Northwest Recycling of Oregon, Inc. / Washington County

Section 2: Term of Franchise; Extension of Term

2.1 The term of this franchise shall remain in effect for five (5) years following the Effective Date of the original franchise (July 15, 2005) and shall be renewable unless grounds exist for refusal to renew as provided in Chapter 8.08, the rules promulgated thereunder and the franchise terms. The Franchisee may submit notice of its intent to renew at any time. No later than ninety (90) days prior to expiration of the franchise, however, the Franchisee shall submit its application for renewal. The Franchisee may, however, submit a new franchise application at any time.

2.1.1 If the Franchisee notifies the County of its desire to renew, it shall submit with its notice a report detailing its compliance with Chapter 8.08 and the conditions imposed herein. Renewal shall be reviewed by SWAC and a hearing held by the Board prior to the expiration of the franchise. The Board shall within thirty (30) days issue an order deciding that the Franchisee: qualifies for renewal, qualifies provided that certain additional conditions are complied with, or does not qualify for renewal.

2.1.2 Grounds for refusal to renew include, but are not limited to, failure to comply with the

terms of this Agreement, the requirements of the Ordinance, state and federal law, and failure of the Franchisee to take all reasonable and appropriate steps to resolve odor complaints and to ultimately control odors adequately as determined by the Board.

Section 3: Authorized Waste 3.1 The Franchisee is authorized to accept at the Facility the following solid wastes: manure,

food processing/industry waste not contaminated with meat or dairy products, wood waste, and yard debris.

Section 4: Tonnage Cap

4.1 A Tonnage Cap of 50,000 tons per year shall limit annual volumes at the Facility. County may, at its sole discretion, increase the amount of the annual Tonnage Cap.

Section 5: Franchise Fees

5.1 The Franchisee shall pay to the County a franchise fee in an amount established in the Ordinance. Such franchise fee shall not be in lieu of any other revenue or regulatory fees, taxes or charges imposed on the Franchisee by any other public agency.

5.1.1 Quarterly Reports. The franchise fee shall be due to the County on a quarterly basis, payable by the Franchisee no later than the twentieth (20th) day of the month following the end of the quarter. The Franchisee shall submit to the County a quarterly report of all revenues, fees and charges, from whatever source derived, received in connection with the operation of the Facility, and shall keep detailed records of costs, receipts and income for the inspection by the Board, the Department of Health and Human Services (DHHS), or their authorized agents. The County shall maintain as confidential, as prescribed in Section 7 of this Agreement, such reports and information submitted by the Franchisee, or inspected by the Board, DHHS or their authorized agents to the extent such information is exempt from disclosure under the Oregon Public Records Law, ORS 192 et. seq.

09-3514 2


5.2 Unless specifically agreed in writing by County, the County's acceptance of any payment made by the Franchisee shall not be construed as an accord by the County that the amount paid is, in fact, the correct amount, nor shall the County's acceptance of such payments be construed as a release of any claim the County may have against the Franchisee for further or additional sums payable, or for the performance of any other obligation of the Franchisee.

Section 6: Records, Financial Information and Reports

6.1 The Franchisee shall maintain and make available to the County the records and reports set forth in this paragraph.

6.1.1 Records. The Franchisee shall maintain, as reasonably necessary, records regarding all solid waste transported, treated, disposed of, or otherwise processed at the Facility, and shall make such records available to the County for inspection upon not less than five (5) business days written notice from the County.

6.1.2 Reports. The Franchisee shall report to the County no later than the twentieth (20th) day of the month following the end of each quarter, the number of tons of solid waste transported, disposed of, or otherwise processed at the Facility during the preceding month. Such reports shall provide the types and quantities of waste generated or delivered to the Facility. Such reporting period shall commence upon the Effective Date hereof.

6.1.3 Permits. The Franchisee shall provide to the County copies of all permits relating to operation of the Facility. Copies of renewals or revisions of existing permits and newly issued permits shall be provided to the County within five (5) business days of receipt by the Franchisee. The Franchisee shall provide to the County, within five (5) business days, a copy of any notice of any official enforcement action regarding the Facility or its operations, including but not limited to, a notice of violation of, or non-compliance with statute, regulation, or permit condition.

Section 7: Confidentiality 7.1 The County recognizes and acknowledges the confidential and proprietary nature of the

financial information and records of the Franchisee submitted to the County pursuant to this Agreement for the purpose of determining the Franchisee's payment of franchise fees. The County further recognizes and acknowledges that the Franchisee faces competition in its business operations, that the records and information that the Franchisee shall submit to the County pursuant to this Agreement are of a nature which reasonably should be kept confidential, and that disclosure of such records and information will diminish or adversely affect competition in the composting business and, as a result, harm the public interest.

7.2 When submitting to the County the confidential information required to be submitted by this

Agreement or the Ordinance, the Franchisee shall mark such documents as confidential. The Franchisee shall clearly and conspicuously stamp the word “Confidential” on each page of such documents that contain confidential or proprietary information, and shall provide a brief written explanation as to why such information should be maintained as confidential. The County shall keep all such documents separate from its other records and materials.

7.3 Subject to the provisions of the Oregon Public Records Law, ORS 192 et seq., the County

agrees to treat as confidential and, to the extent permitted by law, to refuse to disclose publicly, any books, records, documents, or the contents thereof, that constitute proprietary

09-3514 3


or confidential information, to the extent the Franchisee has made the County aware of such confidentiality as prescribed by Section 7.2 hereof. No County staff member, consultant to the County, SWAC member, or Board member, or their agents shall disclose such confidential information unless a court or other agency of competent jurisdiction orders that such disclosure be made. No SWAC member having any interest in or association with a competitor of the Franchisee, or any of its affiliates shall be allowed access to such confidential information. If the County believes it must disclose any such confidential information in the course of its performance of this Agreement, or for any other reason, it shall advise the Franchisee sufficiently in advance of making such disclosure to permit the Franchisee to take appropriate actions to protect its interests.

7.4 In the event that the County receives a demand from any person for disclosure of any

information designated by the Franchisee as confidential, the County shall, to the extent permitted by law and within a reasonable time, advise the Franchisee that such demand has been made and provide the Franchisee with a copy of such demand. Until otherwise ordered by the District Attorney, or a court or agency of competent jurisdiction, the County agrees that, to the extent permitted by law, it shall deny access by any person to any of the Franchisee's confidential information, as set forth herein.

Section 8: Transfer of Ownership or Control of the Franchise

8.1 The Facility shall not be sold, assigned, transferred, leased or disposed of, either in whole or in part, by involuntary or by voluntary sale, merger, consolidation, nor shall title thereto, either legal or equitable, or any right, interest or property therein pass to or vest in any person or entity other than the Franchisee without the prior written consent of the County, which consent shall not be unreasonably withheld or delayed.

8.1.1 Approval by the County. The Franchisee and any prospective purchaser or transferee shall submit a written request to the County requesting the County's approval of such sale or transfer, and shall furnish any information relating to such sale or transfer required by law and requested by the County. Such information shall be subject to the Confidentiality provisions of this Agreement, as set forth in Section 7 hereof. The County shall issue a final written decision in response to such request within sixty (60) days following County’s receipt of all information required by the County. In the event that the County does not issue such decision within such sixty (60) day period, the Franchisee's request for approval of such sale or transfer shall be deemed to have been approved by the County.

8.1.2 In conducting its review of the Franchisee's request for the sale or transfer of the Facility, the County may inquire into the legal, technical and financial qualifications of the prospective transferee, and the Franchisee shall use its best efforts to assist the County's inquiry. The County may condition such sale or transfer upon such terms and conditions as it deems reasonably appropriate; provided, however, any such terms and conditions so attached shall be related exclusively to the legal, technical and financial qualifications of the prospective transferee and to the resolution of outstanding and unresolved issues, if any, of noncompliance with the terms and conditions of this Agreement by the Franchisee.

8.1.3 The consent or approval of the County to any sale or transfer of the Facility by the Franchisee shall not constitute a waiver or release of any rights of the County, and any such sale or transfer shall by its terms be expressly subject to the terms and conditions of this Agreement and be performed in accordance with applicable laws and regulations.

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8.1.4 Within thirty (30) days following the closing of a transfer or sale of the Facility, if approved or deemed approved by County, the Franchisee shall file with the County a copy of the deed, agreement, lease or other written instrument evidencing such sale or transfer, certified and sworn to as correct by the Franchisee and the transferee.

8.2 Transfer of Control. The Franchisee shall promptly notify the County of any change in, or transfer, or acquisition of control of the Franchisee by any other party. As used herein, the word “control” shall refer to ownership of an interest in the Franchisee sufficient to permit the entity having such interest to influence the operation, management and general conduct of business of the Facility. A rebuttable presumption that a transfer of control has occurred shall arise on the acquisition or accumulation by a person or group of persons of thirty percent (30%) of the shares of the general partnership interest in the Franchisee; provided, however, that such presumption shall not arise in the case of such acquisition or accumulation by a person or persons owning upon the Effective Date a ten percent (10%) or greater interest of the Franchisee. This Agreement shall become subject to cancellation by the County upon any such change, transfer or acquisition of control of the Franchisee unless and until the County has consented thereto, which consent shall be in writing and shall not be unreasonably withheld or delayed. The County's consent to such a transfer of control of the Franchisee shall not be subject to the review and approval procedures relating to a transfer of the Facility set forth in Sections 8.1.1 and 8.1.2, hereof.

Section 9: Subcontractor and Agent Compliance 9.1 The Franchisee shall be responsible for ensuring that its contractors and agents operate in

compliance with the terms and conditions of this Agreement. Section 10: Indemnification 10.1 Within ten days after the award of the franchise but prior to the grant thereof, the

Franchisee shall insure so as to indemnify the County and the Applicant, jointly and severally, for any liability in connection with the operation of a disposal site regulated by Chapter 8.08, rules and regulations, and save and hold the County harmless for any loss, legal or equitable, including court costs and reasonable attorneys' fees arising out of the operation of a disposal site. Said insurance shall name Washington County, its Commissioners, employees, and agents, as an Additional Insured, and be sufficient to cover the following losses:

10.1.1 One hundred thousand dollars to any claimant for any number of claims for damages to

or destruction of, property, including consequential damages arising out of a single accident or occurrence;

10.1.2 One million dollars to any claimant for all other claims of any kind, including but not

limited to, bodily injury, wrongful death and punitive damage, arising out of the single accident or occurrence;

10.1.3 Two million dollars for any number of claims of any kind, including but not limited to,

bodily injury, wrongful death and punitive damage, arising out of a single accident or occurrence.

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General Conditions

Section 11: Insurance

11.1 The Franchisee shall obtain and continuously carry for the Term of this Agreement insurance in the amounts and for the purposes set forth in Section 8.08.240A-C of the Ordinance. The Franchisee shall provide certificates evidencing such insurance to the County.

Section 12: Waiver and Amendment

12.1 No waiver of any term or condition of, or amendment to this Agreement shall be effective unless such waiver is set forth in writing, signed by a duly authorized representative of the Board, or by a representative of the County Administrator's Office and by an authorized officer of the Franchisee. Waiver of a term or condition of this agreement by either Party shall not waive nor prejudice that Party's right otherwise to require performance of that same term or condition or any other term or condition of this Agreement.

Section 13: Applicable Law

13.1 This Agreement shall be construed, applied, and enforced in accordance with the laws of the State of Oregon.

Section 14: Compliance with Law

14.1 If any section, subsection, paragraph, term or provision of this Agreement or any ordinance, law or document incorporated herein by reference is held by a court or administrative body of competent jurisdiction to be invalid, unconstitutional or unenforceable, such holding shall not render this Agreement void or voidable, but shall be construed by the Parties to apply in its operation to the section, subsection, paragraph, term or provision directly involved in the controversy in which such holding shall have been rendered, and shall not in any way affect the validity of any other section, subsection, paragraph, term or provision hereof. Under such circumstance the Parties shall meet and confer in good faith to amend this Agreement, as such may be required as a result of the court's determination. The purpose of such amendment shall be to place the Parties, as nearly as possible, in the position that they occupied with respect to the obligation of each prior to such determination, consistent with applicable law. In the event the Parties are unable to agree to a modification of this agreement within sixty (60) days following the commencement of such meetings, either Party may seek appropriate judicial remedies.

14.1.1 In the event that a Party hereto, by force of law or regulation, at any time during the Term of this Agreement, is ordered or required by a court or administrative body having jurisdiction over such Party to perform or refrain from performing any act relative to this Agreement, which act materially impairs or alters such Party's ability to perform its obligations arising herefrom, such Party shall immediately notify the other Party of such condition and the Parties shall commence negotiations in good faith, in the manner prescribed in Section 14.1 hereof, to amend this Agreement in a manner that will permit such Party to perform its obligation under this Agreement.

14.2 The obligations of the Franchisee under this Agreement are subject to the provisions of Chapter 8.08 of the Ordinance in effect as of the Effective Date. Nothing herein is

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intended or shall be construed as preventing the County from amending the Ordinance, and the obligations of the Franchisee hereunder shall be subject to such amended provisions of the Ordinance. If any term of this Agreement conflicts with any term of the Ordinance, the terms of the Ordinance shall control.

14.3 Relation to Other Provisions of Law. This Agreement and all rights and privileges granted under it are subject to, and the Franchisee shall exercise all rights hereunder in accordance with, applicable law as amended over the Term of this Agreement. This Agreement does not confer any property right nor are any contractual or other rights or immunities conferred upon the Franchisee, except as expressly provided herein. In the event of a conflict between this Agreement and any ordinance of general application enacted pursuant to County's police power, except as provided in Section 15.1 hereof, that ordinance shall govern; provided, however, nothing herein shall be interpreted to prevent the Franchisee from challenging the lawfulness or enforceability of any provision of applicable law.

Section 15: Remedies

15.1 Remedies set forth in this Agreement are cumulative and not exclusive; such that the exercise of one remedy shall not prevent the exercise of another remedy or the exercise of any rights of the Franchisee or the County at law or equity. Without limitation, the recovery of amounts under the insurance or indemnity provisions of this Agreement shall not be construed as an election of remedies; a limit on the liability of the Franchisee under this Agreement for fines or otherwise, or an excuse of faithful performance by the Franchisee.

Section 16: Entire Agreement

16.1 This Agreement, together with all appendices, attachments and exhibits, contains the entire agreement between the Parties, supersedes all prior agreements or proposals except as specifically set forth herein and cannot be amended orally, but only by an instrument in writing executed by the Parties.

Additional Conditions See Exhibit A Dated this day of , 2009 By: By:

Board of County Commissioners George McGrath, Chief Operations Officer Washington County, Oregon Great Northwest Recycling of Oregon, Inc.

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EXHIBIT A

ADDITIONAL CONDITIONS

Franchise Agreement:

Washington County/ Great Northwest Recycling of Oregon, Inc.

1. The Applicant shall comply with all the criteria set forth in Chapter 8.08. Failure to comply

with 8.08 or any of the following conditions may result in a penalty, suspension, revocation or failure to renew the franchise as provided for in Chapter 8.08 and the rules and regulations adopted thereunder, as currently adopted or as amended. Franchisee shall cooperate in good faith with any County investigation or review of alleged violations.

The Applicant shall comply with its Operations Plan including any addendum or modifications of that Plan approved by staff. In addition to the steps set forth in its Operations Plan, the Applicant shall comply with all DEQ requirements for controlling odors, including but not limited to, any requirement to install a misting system. The County retains the independent authority to enforce any odor-related DEQ requirements through the enforcement provisions of Chapter 8.08. In addition to the odor minimization procedures contained in the facility’s operations plan, the facility shall take whatever steps are necessary to eliminate the negative impact of malodorous odor on public welfare including identifying and implementing any necessary improvements. These enhancements or modifications include additional capital improvements or changes to operational protocols. These improvements are the financial responsibility of the franchisee. All incoming feedstock will be processed using the AgBag™ in-vessel system or comparable in-vessel technology. No open windrows will be used to process incoming, green feedstock. Material will be allowed to be placed in open windrows only after it has been properly cured in an AgBag™ in-vessel or comparable in-vessel system.

2. The applicant shall notify and advise staff of observations and remediation methods

employed as a result of facility inspections into odor events. Applicant will also provide staff with updated information on the timing and progress of changes to protocols and results of implementation. Upon determination by staff that the Facility’s effort to mitigate malodors has not been successful, staff shall require the Facility to initiate a 25% volume reduction of all incoming feedstocks immediately. This will be followed by an additional 25% reduction in volumes each week thereafter, until the presence of nuisance odor events are no longer present. Staff may also determine and require the facility to stop accepting all incoming feedstock at any point in this process if necessary. Once nuisance odor events have been controlled, staff and the Facility Operators will work cooperatively to evaluate the appropriate time to begin increasing feedstock volume. Staff will then determine and approve a start date and phase-in schedule for reintroduction of feedstock

3. The term of this Modified Franchise shall be five (5) years from the date of issuance of the

original franchise and shall be renewable unless grounds exist for refusal to renew as

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provided in Chapter 8.08, the rules promulgated thereunder and the franchise terms. The franchisee may submit notice of its intent to renew at any time. No later than 90 days prior to expiration of the franchise, however, the franchisee shall submit its application for renewal. The franchisee may, however, submit a new franchise application at any time.

If the franchisee notifies the County of its desire to renew, it shall submit with its notice a report detailing its compliance with Chapter 8.08 and the conditions imposed herein. Renewal shall be reviewed by SWAC and a hearing held by the Board prior to the expiration of the franchise. The Board shall within 30 days issue an order deciding that the franchisee qualifies for renewal, qualifies provided that certain additional conditions are complied with, or does not qualify for renewal.

Grounds for refusal to renew include, but are not limited to, failure of the franchisee to take all reasonable and appropriate steps to resolve odor complaints and to ultimately control odors adequately as determined by the Board.

4. Pursuant to 8.08.200 (8), the Facility shall maintain frontage road on its property including the prevention of potholes.

5. Pursuant to 8.08.200 (22), the Facility shall submit each water quality laboratory result,

referenced in 8.08.200 (22), to Solid Waste staff within five (5) working days of receipt of said results. If DEQ changes their water quality testing requirements for the Facility, the Facility shall comply accordingly and continue to submit corresponding water quality laboratory results to staff within five (5) working days of results. The Facility will be held to DEQ water quality standards.

6. Pursuant to 8.08.200 (24), the Facility shall post for public viewing the days of the week and

hours of operation. 7. Pursuant to 8.08.230 D, the Applicant shall submit a corporate surety bond within 10 days

after the grant of the franchise by the Board, but before issuance of the franchise. 8. Pursuant to 8.08.250, prior to the issuance of the franchise, the Applicant shall finalize

review with the County’s consultant and prove to the reasonable satisfaction of staff that it has sufficient financial ability to meet the obligations imposed by Chapter 8.08. This submittal shall be made within 30 days of the grant of the franchise.

9. Pursuant to 8.08.260, the Applicant shall keep records on site of the amount by weight and

volume of incoming feedstock and outgoing finished product. Such records shall be made available for review by staff upon request.

10. Pursuant to 8.08. 280, the Facility shall provide evidence that it is in compliance with the

water system requirements of the Washington County Environmental Health Program.

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11. Pursuant to 8.08.710:

11.1 Pursuant to 8.08.400 A, the Facility shall provide staff and feedstock generators written notice of intent to perform site closure and restoration at least 90 days prior to beginning closure and site restoration. This notice shall include dates of suspension of feedstock acceptance.

11.2 The Facility shall provide closure and site restoration necessary to protect public

health, safety, and the environment. 11.3 The operation and facility grounds, ponds, and drainage areas shall be cleaned of

all residues from composting operations including, but not limited to, compost materials, construction scraps, and other materials related to the operations, and these residues shall be legally recycled, reused, or disposed of properly.

11.4 All machinery shall be cleaned and removed or securely stored. 11.5 All remaining structures shall be cleaned of compost materials, dust, particulates, or

other residues related to the composting site and restoration operations. Within 30 days of completion of closure, the Facility shall file a report with staff verifying that closure was completed in accordance with this section.

12. Complaints:

12.1 All complaints shall be verbally reported to staff by the next Washington County working day.

12.2 The Facility shall maintain records in the form of complaint logs of any written or

verbal complaints received from the public or a customer, including but not limited to, information on the nature of the complaint, name, address, and telephone number of the complainant, the date the complaint was received, and any action taken to respond to the complaint. A copy of complaint logs shall be submitted to staff quarterly.

12. 3 Complaint logs shall be maintained onsite for a two-year rolling period.

13. Inclement Weather Operation:

13.1 During severe climatic conditions, the Facility shall provide supplemental road maintenance, if needed, to accommodate incoming material. The Facility shall maintain access roads and the tipping area to minimize potential problems associated with inclement weather.

13.2 The Facility shall water the access roads and the tipping area as necessary to

control dust. 13.3 The Facility shall remove snow, ice, and other obstacles from the roads and tipping

area to ensure safe movement, prior to customer access.

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14. Load Checks:

The Facility shall record the number of loads rejected and the reason rejected. The Facility shall keep the records onsite for five (5) years.

15. Spill Response/Litter Abatement:

15.1 The Facility shall maintain the area within a third of a mile radius from the property line of the Facility to keep it free from litter resulting from feedstock spillage.

15.2 The Facility shall control blowing debris onsite so that the entire disposal site is

maintained reasonably free of litter at all times.

16. Reporting of Violations:

All violations of permits/conditions must be reported to staff within five (5) working days of the Facility’s receipt of such information. Records shall be maintained for five (5) years.

17. Compliance with Washington County Land Use and Oregon DEQ

The facility will maintain compliance with, and must maintain its approval from, Washington County Land Use and Transportation and the Oregon Department of Environmental Quality during the term of this agreement.

17.1 Within twenty (20) calendar days of the issuance of a Washington County solid waste franchise for the Nature’s Needs LLC facility, the owner/operators shall provide evidence of the transfer of the Oregon DEQ General Permit for Composting and provide a copy to the Department of Health and Human Services.

17.2 Within twenty (20) calendar days of the issuance of a Washington County solid waste franchise for the Nature’s Needs LLC facility, the owner/operators shall provide evidence of the transfer of the Oregon DEQ National Pollution Discharge Elimination System Stormwater Discharge Permit written for the facility (DEQ permit No. 1200-Z) and provide a copy to the Department of Health and Human Services.

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RESOLUTION AND ORDER 09-3514

WASHINGTON COUNTY COUNSEL 155 N. FIRST AVE, SUITE 340 ~ MS #24


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IN THE BOARD OF COUNTY COMMISSIONERS

FOR WASHINGTON COUNTY, OREGON

In the Matter of Approving the Transfer Of a Solid Waste Disposal Site Franchise Located at 9570 NW 307th, North Plains, Oregon, 97133 from Nature’s Needs LLC to Great Northwest Recycling of Oregon, Inc.

) ) ) ) )

RESOLUTION AND ORDER

No.

This matter having come before the Washington County Board of Commissioners at its

meeting of March 17, 2009; and

It appearing to the Board that, pursuant to WCC 8.08.390, a solid waste disposal site

franchise may be transferred to other persons upon approval by the Board, if the Board finds the

transferee meets all applicable requirements as if the transferee were an applicant for a franchise;

and

It appearing to the Board that a solid waste disposal site franchisee, Nature’s Needs LLC

(Jack, Rocky, Brad, and Troy Botkin), desires to transfer the franchise and sell the business

operating the solid waste disposal site located at 9570 NW 307th, North Plains, Oregon, 97133, to

Great Northwest Recycling of Oregon, Inc. (a wholly owned subsidiary of Norcal Waste Systems,

Inc.); and

It appearing to the Board the Great Northwest Recycling of Oregon, Inc. has submitted an

application to transfer the franchise to Great Northwest Recycling of Oregon, Inc. and it has been

reviewed by staff; and

It appearing to the Board that the matter went before the Solid Waste Advisory Committee

(SWAC) on February 12, 2009, and the SWAC recommends approval of the transfer of the

franchise with specific conditions; and

RESOLUTION AND ORDER 09-3514

WASHINGTON COUNTY COUNSEL 155 N. FIRST AVE, SUITE 340 ~ MS #24


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It appearing to the Board that staff has prepared a staff report that recommends approval of

the transfer of franchise with specific conditions; now, therefore, it is

RESOLVED AND ORDERED that the Board of Commissioners for Washington County,

Oregon, hereby approves the transfer of a franchise for a solid waste disposal site located at 9570

NW 307th, North Plains, Oregon, 97133, from Nature’s Needs LLC to Great Northwest Recycling

of Oregon, Inc. effective upon execution of the franchise agreement following this approval

subject to Great Northwest Recycling of Oregon, Inc. and the City of North Plains entering into a

written road maintenance agreement acceptable to the City, for maintenance of a portion of

Highland Court, and subject to all existing conditions and renewals of the current Franchise

Agreement as well as those specific conditions recommended by SWAC; and, it is further

RESOLVED AND ORDERED that Washington County enter into a Modified Franchise

Agreement (attached hereto and by this reference incorporated as Exhibit A) with Great Northwest

Recycling of Oregon, Inc.; and, it is further

RESOLVED AND ORDERED that the chairman of the Board of Commissioners is hereby

authorized to sign the Modified Franchise Agreement on behalf of the Board.

DATED this 17th day of March, 2009.

BOARD OF COUNTY COMMISSIONERS FOR WASHINGTON COUNTY, OREGON CHAIRMAN RECORDING SECRETARY

MINUTES


FEBRUARY 24, 2009

CONVENED: 6:37 p.m. BOARD OF COMMISSIONERS: Chairman Tom Brian Commissioner Dick Schouten Commissioner Desari Strader Commissioner Roy Rogers Vice Chair Andy Duyck STAFF: Robert Davis, County Administrator Rob Massar, Assistant County Administrator Dan Olsen, County Counsel Bob Cruz, Asst. General Manager, CWS Jerry Linder, CWS Mark Brown, LUT Jeff Thiessen, Audiovisual Technician Marian Larkin, Recording Secretary PRESS: None 1. CONSENT AGENDA An off-docket consent item, titled Authorize County Counsel to Develop Changes to Chapter 8.04 (Solid Waste Control) was added to the agenda. It was moved to adopt the Consent Agenda as modified. Motion – Duyck 2nd – Schouten Vote – 5-0 CLEAN WATER SERVICES 1.a. CWS RO 09-06 Acquire an Easement for Sanitary Sewer Pump Station (Approved Under Consent Agenda)

1.b. CWS MO 09-12 Award a Two-Year Contract with General Chemical Performance Products LLC for the Purchase of Aluminum Sulfate (Approved Under Consent Agenda) 1.c. CWS MO 09-13 Approve Contract for Landscape Maintenance Services with Portland Habilitation Center, Inc. (Approved Under Consent Agenda) SUPPORT SERVICES 1.d. MO 09-41 Accept Bid /Award Requirements Contract for Law Enforcement Duty Gear HEALTH AND HUMAN SERVICES 1.e. OFF-DOCKET MO 09-42 Authorize County Counsel to Develop Changes to Chapter 8.04 (Solid Waste Control) 2. ORAL COMMUNICATION (2 MINUTE OPPORTUNITY) None. 3. ORAL COMMUNCATION (5 MINUTE OPPORTUNITY) Lisa Hamilton-Treick, 13565 SW Beef Bend Rd., representing CPO 4B provided a letter to the Board requesting the County evaluate new LIDAR imagery maps and consider any necessary changes to the building permit, planning and future development in the Bull Mountain area in light of potential landslides. (Ms. Hamilton-Treick read the entire letter which is located in the Meeting File.) Chairman Brian stated that LUT staff has been working with the Oregon Department of Geology and Mineral industries (DOGAMI) on the Lidar Imagery maps and that they would respond to the CPO’s letter.

Commissioner Rogers asked about the areas affected by the maps. Ms. Hamilton-Treick stated this would affect new areas and developed areas as well. She mentioned that areas not previously identified in the past now produce 48-90 landslide areas. If it can be avoided, she hoped that there would not be situations as recently found in Portland and Lake Oswego. Ms. Hamilton-Treick asked that the County use this technology for master planning throughout the County for rural and residential expansion areas. She stressed this would be important to ensure areas are considered stable for development. Chairman Brian stated it would be interesting to learn more about these maps on a county-wide basis and what the recommendations would be for the County to respond to the study. 4. BOARD ANNOUNCEMENTS The Board will not be meeting March 10, 2008 as many members will be traveling. 5. ADJOURNMENT: 6:50 p.m. Motion – Schouten 2nd – Strader Vote – 5-0 MINUTES APPROVED THIS ____ DAY _______________________ 2009 _______________________________ ____________________________ RECORDING SECRETARY CHAIRMAN

MINUTES


MARCH 3, 2009

CONVENED: 10:00 a.m. BOARD OF COMMISSIONERS: Vice Chair Andy Duyck Commissioner Dick Schouten Commissioner Roy Rogers Chairman Tom Brian was in Washington D.C. today on County business and Commissioner Desari Strader was in conference with staff in another part of the building during the meeting. STAFF: Robert Davis, County Administrator Dennis Mulvihill, Government Affairs Manager Dan Olsen, County Counsel Kathy Lehtola, Director, LUT Val Valfre, Director, Housing Services Bob Cruz, Deputy General Manager, CWS Margot Barnett, CPO Coordinator Jim Thiessen, Audiovisual Technician Barbara Hejtmanek, Recording Secretary PRESS: Jill Smith, The Oregonian APPROVAL OF MINUTES: February 17, 2009 1. CONSENT AGENDA Chair Duyck announced the following modifications to the Consent Agenda:

• An off docket item from Support Services entitled “Accept Fiscal Year 2007-08 Comprehensive Annual Financial Report, Single Audit and Other Related Financial Reports” is added to the Consent Agenda. (MO 09-46)

• An off docket item from the County Administrative Office entitled “Adopt the Proposed Washington County Federal Legislative Agenda for FY 2010” is added to the Consent Agenda. (MO 09-48)

It was moved to approve the Consent Agenda, as modified. Motion – Rogers 2nd – Schouten Vote – 3-0 CLEAN WATER SERVICES 1.a. CWS MO 09-14 Approve Encroachment Agreement with Arbor Heights Homeowners Association (CPO 7) (Approved Under Consent Agenda) 1.b. CWS MO 09-15 Approve Mutual Agreement and Order Between Oregon Department of Environmental Quality, the City of Portland and Clean Water Services Regarding the Temporary Acceptance of Wastewater Flows (Approved Under Consent Agenda) LAND USE AND TRANSPORTATION 1.c. MO 09-43 Approve Revision of Authorized Road Closure for River Road – SE Rood Bridge Road to SE Witch Hazel Road (CPO 10) (Approved Under Consent Agenda) 1.d. RO 09-15 Establish Portions of NW Cornell Road, NW Barnes Road and NW Saltzman Road County Road No. 3262 (CPO 1) (Approved Under Consent Agenda) 1.e. MO 09-44 Set a Public Hearing to Transfer Jurisdiction of Certain County Roads (Portions of SW Old Highway 99W and SW Middleton Road) to the City of Sherwood (Cr 3263 T/J) (CPO 5) (Approved Under Consent Agenda) SUPPORT SERVICES 1.f. MO 09-45 Grant Waiver/Authorize Contract for Homeless to Work Program (Approved Under Consent Agenda)

2. ORAL COMMUNICATION (2 MINUTE OPPORTUNITY) None. OFF DOCKET – HEALTH AND HUMAN SERVICES MO 09-47 Introduction and First Reading of Proposed Ordinance 710: an Ordinance Amending Chapter 8.04 of the Washington County Code Relating to Solid Waste Advisory Committee Membership and Declaring an Emergency This off docket item was placed on the Regular Agenda and is now taken up for consideration. There was a motion to read proposed Ordinance No. 710 by title only. Motion – Rogers 2nd – Schouten Vote – 3-0 Dan Olsen read the proposed ordinance by title. It was moved to continue this item to March 17, 2009 for second reading, first public hearing. Motion – Rogers 2nd – Schouten Vote – 3-0 3. ORAL COMMUNICATION (5 MINUTE OPPORTUNITY) None. 4. BOARD ANNOUNCEMENTS Commissioner Schouten announced that he will be in Washington D.C. next week attending the National Bike Summit to ensure that this County receives its fair share of dollars. Commissioner Rogers indicated that he will be in Washington D.C. next week on behalf of JPACT. Chair Duyck remarked that next week’s meeting is cancelled due to lack of quorum. He added that several Commissioners will be doing very important lobbying in Washington D.C. during the week.

5. ADJOURNMENT: 10:04 a.m. Motion – Schouten 2nd – Rogers Vote – 3-0 MINUTES APPROVED THIS ____ DAY ___________________________ 2009 _______________________________ ________________________________ RECORDING SECRETARY CHAIRMAN

Washington County, Oregon

Board of Commissioners

M e e t i n g N o t i c e

Washington County Board of Commissioners

MARCH 17, 2009 10:00 a.m.

CHAIRMANTOM BRIAN

COMMISSIONERROY ROGERS

COMMISSIONERDICK SCHOUTEN

COMMISSIONERDESARI STRADER

VICE-CHAIRMANANDY DUYCK

The Board of Commissioners will meet for a generalworksession in Room 140 of the Public ServicesBuilding at 10:00 a.m..

The Board of County Commissioners of WashingtonCounty, as the governing body of Washington County, the Housing Authority and all Countyservice districts for which this Board so acts, will meet for its regular Board meeting in theShirley Huffman Auditorium of the Public Services Building at 8:30 a.m.

All public meetings are recorded.

The agenda items listed below are provided in PDF format. The latest free Acrobat readermay be downloaded from: www.adobe.com/products/acrobat/readstep.html.

B o a r d o f C o m m i s s i o n e r s A g e n d a TABLE OF CONTENTS (PDF, 409K)

1. CONSENT AGENDA The items on the Consent Agenda are considered routine and will all be

adopted in one motion unless a Board member or person in the audiencerequests, before the vote on the motion, to have the item consideredseparately. If any item is removed from the Consent Agenda, the Chairmanwill indicate when it will be discussed in the regular agenda. A list of ConsentAgenda items is included at the end of the agenda packet.

2. ORAL COMMUNICATION Limited to two minutes per individual; ten minutes total. 3. BOARDS AND COMMISSIONS a. Appointment to the Farm Review Board (PDF, 13 KB) 4. PUBLIC HEARING - LAND USE AND TRANSPORTATION a. Consider Plan Amendment to Change the Plan Designation from AF-20 to

Board AgendaWorksession AgendaMeeting Schedules and Procedures Meeting Calendar

a. Consider Plan Amendment to Change the Plan Designation from AF-20 toEFC on 3 Parcels Consisting of Approximately 426 Acres (Casefile08-438-PA) (CPO 13) (PDF, 13 KB) (PDF, 13 KB)

5. PUBLIC HEARING - HEALTH AND HUMAN SERVICES a. Second Reading and First Public Hearing of Proposed Ordinance 710: an

Ordinance Amending Chapter 8.04 of the Washington County CodeRelating to Solid Waste Advisory Committee Membership and Declaringan Emergency (PDF, 13 KB) (PDF, 13 KB)

6. HEALTH AND HUMAN SERVICES a. Approval of Solid Waste Facility Application (PDF, 13 KB) (PDF, 13

KB) (PDF, 13 KB)

7. ORAL COMMUNICATION 8. BOARD ANNOUNCEMENTS 9. ADJOURNMENT

CONSENT AGENDA APPROVAL OF MINUTES February 24, 2009 (PDF, 13 KB) March 3, 2009 (PDF, 13 KB) CLEAN WATER SERVICES a. Award a One-Year Contract to Graymont Western US Inc. for the

Purchase of Hydrated Lime (PDF, 13 KB)

b. Approve Encroachment Agreement with Lian-Lee Living Trust(1S225BA Tax Lot 00600) (PDF, 13 KB)

c. Approve Encroachment Agreement with ENM Properties LLC (1N127DBTax Lot 0230) (PDF, 13 KB)

d. Approve Amendment No. 1 to Intergovernmental Agreement withWashington County Land Use and Transportation for Improvements toRiver Road (PDF, 13 KB)

e. Quitclaim a Portion of a Sewer Easement to Gemini Homes Inc. (1S119BD14800) (PDF, 13 KB)

f. Quitclaim a Portion of a Sewer Easement to Gemini Homes Inc. (1S119BD14700) (PDF, 13 KB)

g. Accept Durham Facility 2008 Landscape Project No. 4969 as Final andAuthorize Release of Retainage to Paul Brothers, Inc. (PDF, 13 KB)

h. Award Contract for Durham Advanced Wastewater Treatment FacilitySecondary Train One Rehabilitation Project No. 6391 (PDF, 13 KB)

i. Adopt Resolution And Order to Amend and Restate the 1992 MasterSewer Bond Resolution (PDF, 13 KB) (PDF, 13 KB)

j. Retroactively Approve Amendment to Master Contract for Conveyance

j. Retroactively Approve Amendment to Master Contract for ConveyanceEngineering Services with Brown and Caldwell, Inc. to Develop a LargeDiameter Trunk Line Rehabilitation Program (PDF, 13 KB)

LAND USE AND TRANSPORTATION k. Approve Amendment to Intergovernmental Agreement between

Washington County Land Use and Transportation and Clean WaterServices for Improvements to River Road (PDF, 13 KB) (PDF, 13 KB)

SUPPORT SERVICES l. Accept the Oregon State Sheriff’s Association, Driving Under the

Influence of Intoxicants and Seatbelt Grants (PDF, 13 KB)

m..Accept Bids/Award Contracts for Aggregate Rock Products (PDF, 13 KB) n. Authorize Purchase Orders for Tires (PDF, 13 KB) o. Accept Bid/Award Contract for Steel Sign Posts (PDF, 13 KB) SERVICE DISTRICT FOR LIGHTING NO.1 p. Form Assessment Area, Authorize Maximum Annual Assessment, and

Impose a First Year Assessment for Silverleaf (PDF, 13 KB) (PDF, 13KB)

B o a r d o f C o m m i s s i o n e r sM e e t i n g C a l e n d a r

Tuesday, March 17, 2009 Worksession – 8:30 a.m.


Tuesday, March 24, 2009Worksession – 2:00 p.m.

Board Meeting – 6:30 p.m.

Tuesday, April 7, 2009 Worksession – 8:30 a.m.


Tuesday, April 14, 2009 Extended Worksession – 8:30 a.m.

Washington CountyAdministrative Office155 N. First Avenue, Suite 300Hillsboro, OR 97124

Phone: 503-846-8681Fax: 503-846-4545E-Mail: [email protected]

WASHINGTON COUNTY BOARD OF COMMISSIONERS WORKSESSION …

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