Khosroabadi v. North Clackamas Parks and Rec. Dist.

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.