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Feb. 25, 2026 Get Citation Alerts Download PDF Add Note

Khosroabadi v. North Clackamas Parks and Rec. Dist.

Court of Appeals of Oregon

• Citations: 347 Or. App. 465
• Docket Number: A181673
• Judges: Powers

• Disposition: Reversed and remanded.

• Opinion

• Authorities (3)

• Cited By (0)

• Summaries (0)

• Similar Cases (6.3K)

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Disposition

Reversed and remanded.

Combined Opinion

No. 149 February 25, 2026 465

IN THE COURT OF APPEALS OF THE
STATE OF OREGON

In the Matter of the Petition of
Adam KHOSROABADI,
Lisa Batey, Desi Nicodemus, Kathy Hyzy,
and Mark Gamba, as the City Council of the City of
Milwaukie, an Oregon Municipality, for the
Judicial Examination and Judgment of the Court as to
the Validity of a City to withdraw from a Service District
pursuant to an Intergovernmental Agreement,
Petitioners-Appellants,
v.
NORTH CLACKAMAS PARKS AND
RECREATION DISTRICT,
Respondent-Respondent.
Clackamas County Circuit Court
22CV22550; A181673

Jeffrey S. Jones, Judge.
Argued and submitted December 5, 2024.
Casey M. Nokes argued the cause for appellants. Also on
the briefs were Katherine A. London and Cable Huston LLP.
Jeffrey D. Munns argued the cause for respondent. Also
on the brief was Stephen L. Madkour.
Before Shorr, Presiding Judge, Powers, Judge, and
Pagán, Judge.
POWERS, J.
Reversed and remanded.
466 Khosroabadi v. North Clackamas Parks and Rec. Dist.
Cite as 347 Or App 465 (2026) 467

POWERS, J.
Petitioners, who are members of the Milwaukie
City Council acting on behalf of the city, challenge the trial
court’s denial of their petition to obtain judicial validation of
the city’s plan for unilateral withdrawal from membership
in the North Clackamas Parks and Recreation District (“dis-
trict”). The city’s petition asserted that the intergovernmen-
tal agreement that it entered into with the district provided
for a unilateral right to withdraw pursuant to ORS 222.524,
through a city council vote. On cross-motions for summary
judgment, the trial court denied the petition, granted the
district’s motion for summary judgment, and denied the
city’s motion for summary judgment, concluding that the city
had to withdraw pursuant to ORS 198.870, which requires
a vote by the county board. In two assignments of error,
the city challenges that ruling. For the reasons described
below, we conclude that, although ORS chapter 198 supplies
a default framework, here the parties agreed to terms that
differed from that default framework using the intergov-
ernmental agreement (IGA) authority under ORS chapter
190, which allowed them to contract the withdrawal terms.
Accordingly, we reverse and remand.
We review a judgment disposing of cross-motions
for summary judgment to determine whether there are any
disputed issues of material fact and whether either party
was entitled to judgment as a matter of law. Bethlehem
Construction, Inc. v. PGE, 298 Or App 348, 351, 447 P3d
18 (2019); see also ORCP 47 C (providing the standards for
summary judgment).
The relevant facts are few and undisputed. In 1990,
the Clackamas County Board of County Commissioners
wanted to form the North Clackamas Parks and Recreation
District and wanted to have the city participate. The city
consented to participating in the district, and the city and
the district entered into an IGA on May 1, 1990, memorializ-
ing the city’s inclusion. The 1990 IGA included a withdrawal
provision, providing that the city “may choose at any time to
withdraw entirely from the service district subject to legal
restrictions established in the Oregon Revised Statutes and
Boundary Commission regulations.” The district was then
468 Khosroabadi v. North Clackamas Parks and Rec. Dist.

formed on November 6, 1990, by a vote of the Clackamas
County residents under the authority of ORS chapter 451.
In 2008, the district and the city signed a second
IGA to clarify the roles and relationships of the parties
regarding the provision of parks and recreations services.
Section VI(4) of the 2008 IGA again provided withdrawal
procedures. Specifically, the 2008 IGA provided that the
“City may choose at any time to withdraw entirely from the
District pursuant to ORS 222.524 or its successor statute.”
ORS 222.524 allows for withdrawal by a city council vote.1
In 2022, the city filed a petition with the trial court
seeking validation of the withdrawal process described
by Section VI(4) of the 2008 IGA, which allows the city to
withdraw from the district at any time pursuant to ORS
222.524. See generally ORS 33.710 - 33.720 (outlining juris-
diction and procedures for a validation petition). In its peti-
tion, the city contended, among other arguments, that under
ORS 190.010, a unit of local government “has the freedom
to enter into written agreements with other units of local
government for the performance of any or all functions and
activities within its authority to perform.” Because nothing

1
ORS 222.524 provides, in full:
“(1) If as authorized by ORS 222.520 the governing body of the city elects
to cause the withdrawal from a district named in ORS 222.510 of that part
of such district theretofore incorporated in or annexed to the city, it shall
hold a public hearing on the question of such withdrawal. At the hearing, the
governing body of the city shall hear objections to the withdrawal and shall
determine whether such withdrawal is for the best interest of the city.
“(2) The governing body shall fix a date, time and place for the hearing
and cause notice of the date, time, place and purpose of the hearing to be
published once each week for two successive weeks prior to the date of the
hearing in a newspaper of general circulation in the city, and shall cause
notices of the hearing to be posted in four public places in the city for a like
period.
“(3) After the hearing, the governing body of the city may by ordinance
declare that the part of the district which was theretofore incorporated as or
annexed to the city is withdrawn from the district.
“(4) The ordinance referred to in subsection (3) of this section is subject
to referendum.
“(5) The city may withdraw from all of such districts at the same time
in one proceeding under this section or may withdraw from each district in
separate proceedings at different times.
“(6) The public hearing and ordinance referred to in this section may be
the same as the public hearing and ordinance in ORS 222.120.”
Cite as 347 Or App 465 (2026) 469

in ORS chapter 198 expressly prohibited the city from enter-
ing into a contract that provides for a withdrawal procedure
under ORS 222.254, the city argued that the court should
validate the city’s authority under ORS 222.254 to with-
draw from the district. The district opposed the petition,
arguing that Section VI(4) was an unenforceable contract
provision and that the city must withdraw using the pro-
cedure outlined in ORS 198.870, which requires approval
by the county board. On cross-motions for summary judg-
ment, the trial court granted the district’s summary judg-
ment motion and denied the city’s motion. The court rea-
soned that ORS 222.524 did not apply because ORS 222.520
provides that ORS 222.524 applies only when a part of dis-
trict land becomes incorporated as a city or when part of the
land of a district is annexed to a city, and neither of those
conditions were met.2 Thus, according to the trial court,
despite the terms of the 2008 IGA, the city must use the
withdrawal procedure in ORS 198.870, not the procedures
in ORS 222.524. The city timely appealed.
On appeal, the parties generally agree on how
the statutory frameworks for county service districts in
ORS chapter 451 and intergovernmental agreements in
ORS chapter 190 operate. Where the parties diverge, how-
ever, is how—if at all—those statutory frameworks work
together. More specifically, the parties offer competing
views on whether the district and the city may contract for
the terms of a withdrawal from a service district by means
of an intergovernmental agreement. The city argues that
the trial court erred in granting summary judgment to the
district because ORS 198.870 is inapplicable to the facts of
this case and that the 2008 IGA should govern the city’s
process for withdrawing from the district. In the city’s view,
intergovernmental agreements give municipal cities broad
2
ORS 222.520(1) provides:
“Whenever a part less than the entire area of a district named in ORS
222.510 becomes incorporated as or annexed to a city in accordance with
law and the city, after the incorporation or annexation, will provide for the
service to the part of the district that the district provided before the incor-
poration or annexation, the city may cause the part to be withdrawn from
the district in the manner set forth in ORS 222.120 or at any time after the
incorporation or annexation in the manner set forth in ORS 222.524. Until
withdrawn, the part of the district incorporated as or annexed to the city
shall continue to be a part of the district.”
470 Khosroabadi v. North Clackamas Parks and Rec. Dist.

authority to govern their local affairs. At oral argument, the
city asserted that ORS 190.010 gives the district power as
a local government to enter intergovernmental agreements
and that ORS 190.020 provides what a district is able to
include in that agreement, including giving the district
authority to determine the rights of the parties to termi-
nate the agreement. The city also argues that it retains this
unilateral authority by home rule and charter authority.
For its part, the district acknowledges the 2008 IGA
but contends that it is unenforceable and contrary to the
statutory procedures for a city to withdraw from a district.
In the district’s view, ORS 222.524 can apply only when
the ORS 222.520(1) conditions are met—viz., either district
property becomes incorporated as or is annexed to a city—
neither of which occurred here. The district further asserts
that where a city’s power is conferred by statute, such as
joining or withdrawing from a district, the city must act
according to the statutory framework and actions outside
that framework are ultra vires. See West Linn Corporate Park
v. City of West Linn, 349 Or 58, 96, 240 P3d 29 (2010) (noting
that when “a governmental entity’s power is conferred by
statute, actions outside the scope of that power are ‘extra
statutory’ and therefore ultra vires”).
We begin with common ground. The parties agree
that the district was established as a county service district
under the authority of ORS chapter 451. ORS 451.435(1)
provides that “[a]ll district formation and change of orga-
nization proceedings shall be initiated, conducted and com-
pleted as provided by ORS 198.705 to 198.955.” ORS chapter
198 describes procedures for formation, operation, and ter-
mination of districts, including withdrawal from a district
as described in ORS 198.870.3 Both parties further acknowl-
edge that there is an additional pathway for withdrawal
3
ORS 198.870, which describes withdrawal procedures, provides, in part:
“(1)(a) When a plan for district improvements is adopted, or any time
more than two years after the date of formation of a district or after the
date of annexation of territory to a district if petitioner’s property is located
within the territory annexed, an owner of land included in a district may
petition the county board for withdrawal of the property of the owner from
the district.
“(b) If the electors of an area within a district wish to withdraw from the
district, they may file a petition with the county board.
Cite as 347 Or App 465 (2026) 471

under ORS 222.524, which governs when either of two con-
ditions precedent are met: (1) when a part of district land
becomes incorporated as a city or (2) when part of the land
of a district is annexed to a city. ORS 222.520(1). Both par-
ties agree on appeal that neither of those conditions are met
here. As noted earlier, the parties diverge on what effect, if
any, ORS chapter 190 and the ability to enter into intergov-
ernmental agreements has on the statutory framework for
county service districts.
In our view, although ORS chapter 198 supplies
a default framework, there is nothing in ORS chapter 190
that indicates it is incompatible with ORS chapter 451.
Districts, cities, and other units of local government have
broad authority to enter into agreements with other units of
government. ORS 190.010 grants districts statutory author-
ity to enter into intergovernmental agreements: “a unit of
local government may enter into a written agreement with
any other unit or units of local government for the perfor-
mance of any or all functions and activities that a party
to the agreement, its officers or agencies, have authority
to perform.” Further, ORS 190.020(1) provides that “[a]n
agreement under ORS 190.010 shall specify the functions
or activities to be performed and by what means they shall
be performed.”4 More specifically, ORS 190.020(1)(f) explic-
itly provides that an IGA shall provide for “[t]he rights of
“(2) Petitioners shall cause notice of the petition filing to be given in writ-
ing to the district secretary. Within five days after the petition is filed, peti-
tioners shall furnish the secretary with a copy of the petition as filed.
“(3) Except as provided by ORS 198.875, ORS 198.800 to 198.820 apply
to proceedings for withdrawal and to the rights, powers and duties of the
petitioners and other persons having an interest in the proceeding.
“(4) The county board may approve the petition as presented or it
may adjust the boundaries and approve the petition. The petition shall be
approved if it has not been, or is not or would not be, feasible for the territory
described in the petition to receive service from the district. The petition
shall be denied if it appears that it is, or would be, feasible for the territory
described in the petition to receive service from the district.”
4
ORS 190.020(1) provides, in full:
“An agreement under ORS 190.010 shall specify the functions or activ-
ities to be performed and by what means they shall be performed. Where
applicable, the agreement shall provide for:
“(a) The apportionment among the parties to the agreement of the
responsibility for providing funds to pay for expenses incurred in the perfor-
mance of the functions or activities.
472 Khosroabadi v. North Clackamas Parks and Rec. Dist.

the parties to terminate the agreement.” Accordingly, ORS
190.010 and 190.020(1)(f) provide an alternative pathway to
district formation and, important to this case, an alterna-
tive pathway that allows the parties to determine how to
terminate their agreement beyond the default procedures
provided by ORS chapter 198. Thus, in our view, the stat-
utory authority to enter into an IGA allowed the district to
enter into the 1990 IGA and the 2008 IGA and to contract
for the terms on how to exit the agreement, which it did here
by agreeing to Section VI(4) that specifies that the city “may
choose at any time to withdraw pursuant to ORS 222.524 or
its successor statute.”
Although the district does not argue that it lacked
authority to enter into either the 1990 IGA or the 2008
IGA, it maintains that the existence of ORS chapter 198
means that the city has no alternative pathway for with-
drawal. The district, however, does not point to statutory
language expressing the legislature’s intent that ORS chap-
ter 198 exclusively governs or statutory provisions that pro-
hibit an entity from contracting the terms for withdrawal
outside of ORS 451.435(1), which provides that a change
of organization proceedings “shall be initiated, conducted
and completed as provided by ORS 198.705 to 198.955.” The
legislature certainly could have added language express-
ing such an intent in ORS chapter 198. See Rogue Valley
Sewer Services v. City of Phoenix, 357 Or 437, 454-55, 353
P3d 581 (2015) (identifying examples where the legislature
“has expressly preempted local regulation of certain areas
of law by using the word ‘preempt’ itself” and “expressed its
disapproval of conflicting local laws in equally clear terms”
by using explicit language).
In short, ORS chapters 451 and 222 do not create
a statutory framework that prevents an intergovernmental
“(b) The apportionment of fees or other revenue derived from the func-
tions or activities and the manner in which such revenue shall be accounted
for.
“(c) The transfer of personnel and the preservation of their employment
benefits.
“(d) The transfer of possession of or title to real or personal property.
“(e) The term or duration of the agreement, which may be perpetual.
“(f) The rights of the parties to terminate the agreement.”
Cite as 347 Or App 465 (2026) 473

agreement from contracting the terms of a withdrawal pro-
cess. Although ORS chapter 198 supplies a default frame-
work, the parties in this case agreed to terms that differed
from that default framework using the IGA authority under
ORS chapter 190. Our decision today honors that mutually
agreed upon choice. Furthermore, our conclusion obviates
the need to address the city’s home rule and charter author-
ity arguments. Accordingly, because the district and the city
had authority to contract for the terms of the withdrawal,
the trial court erred in granting summary judgment to the
district and denying the city’s motion.
Reversed and remanded.