Interagency Agreement

Eastbank Property Rights

This Interagency Agreement (IAA) is made and entered into by and between Portland Transportation (PDOT) and the Portland Development Commission (PDC) in order to establish the procedures and obligations regarding the transfer and assignment of certain easement rights, building ownership, and leasehold interests from PDOT to PDC for the continued development of the Eastbank Esplanade along the Willamette River.

RECITALS

Portland Transportation (PDOT) and Portland Development Commission (PDC) have worked in partnership to obtain easements, a Deed of Structures, Improvements, and Building Only, and lease rights to property along the Eastbank of the Willamette River from the Oregon Department of Transportation (ODOT).

These property rights are needed for Phase III of the proposed Eastbank Esplanade or to meet other objectives of the Central Eastside Urban Renewal Area Plan.

The Oregon Department of Transportation will convey these property rights to Portland Transportation, along with jurisdiction and maintenance responsibility for a portion of Highway 99E - NE/SE Martin Luther King Jr. Boulevard and Grand Avenue - within the City limits.

Portland Transportation and Portland Development Commission staff and their respective attorneys have reviewed and approved for consistency all proposed transfer documents from ODOT for Eastbank property rights and all proposed assignment documents from PDOT to PDC.

Upon receipt of these property interests from ODOT, Portland Transportation shall transfer and assign the aforementioned Eastbank property rights to the Portland Development Commission for the continued redevelopment of the Eastbank Esplanade.

The Portland Development Commission shall transfer funds to Portland Transportation, equal to ODOT’s appraised market value of the Eastbank property rights. This transfer of funds shall occur through current and past financial contributions by PDC to the NE Martin Luther King Jr. Boulevard Street Improvement Project, as well as a direct transfer of funds to PDOT of $2,450,000 for general transportation projects and maintenance activities.

AGREEMENT

A.  Property Rights to be Conveyed

1.  Easement rights, building ownership, and leasehold interests are more particularly described in Exhibit A, attached hereto, and are referred to hereafter as Eastbank Property Rights

B.  Portland Transportation Obligations

1.  After authorization by the City Council, and upon receipt of the Eastbank Property Rights from ODOT, the Commissioner of Public Safety will execute all conveyance and assignment documents, including a Deed for the 49 SE Clay Building, conveying all Eastbank Property Rights to the Portland Development Commission.

2.  PDOT and PDC will agree on the form of the conveyance documents.

3.  PDC acknowledges that PDOT is acting merely to pass the property rights through to PDC. PDOT will not have owned or operated the property for any significant period of time before conveying it to PDC. Therefore, the parties agree that as between PDOT and PDC, PDOT will have no liability for the condition of the Eastbank Property. The documents will convey the property, and PDC will accept the property in the condition it is received from ODOT.

4.  The executed assignment documents shall be submitted to Transnation Title Insurance Company for closing and recording of documents.

C.  Portland Development Commission Obligations

1.  The Portland Development Commission shall accept all of the agreed upon aforementioned documents conveying to PDC all Eastbank property rights originally conveyed to PDOT by the Oregon Department of Transportation.

2.  PDC has had the opportunity to investigate the Eastbank Property for itself and is not relying on any representations from PDOT regarding the property or its condition. PDC accepts the Eastbank Property and acknowledges that PDOT did not own or operate the Eastbank Property for any significant period of time and that, as between PDOT and PDC, PDOT will have no liability for the condition of the property. PDC agrees that PDOT has not caused, contributed or exacerbated any condition of the Eastbank Property.

3.  Acceptance of the Eastbank Property by PDC shall constitute acceptance of all obligations of the grantee (PDOT) under the ODOT documents, and PDC will defend and indemnify PDOT from any claim by ODOT regarding the property.

4.  It is the option of the PDC to purchase title insurance upon closing and recording of documents. PDC shall be responsible for all closing and recording costs.

5.  Within 30 days of approval of this Interagency Agreement by Council, the Portland Development Commission shall make the first of two direct transfers of funds in the amount of $1,450,000 to the Portland Transportation Operating Fund (112). The second direct transfer of funds to PDOT in the amount of $1,000,000 shall occur by August 1, 2002.

6.  Should the Portland Development Commission subsequently convey, assign or sub-lease any portion of the Eastbank property rights, a copy of such conveyance, assignment or sub-lease shall be sent to Portland Transportation, Right-of-Way Acquisition, within 30 days of the execution of such document.

IN WITNESS WHEREOF, the City of Portland, through the Portland Office of Transportation, and the Portland Development Commission have executed this Agreement as of the date(s) shown below.

City of Portland        Portland Development Commission

By:            By:          

Commissioner Charlie Hales      Don Mazziotti, Executive Director

By:            

Vic Rhodes, Director        

Date:            

APPROVED AS TO FORM:        REVIEWED:

City Attorney            PDC Attorney