INTERGOVERNMENTAL AGREEMENT FOR SERVICES
This Intergovernmental Agreement for Services (Agreement) is between the City of
Portland, Oregon ("City") and Portland State University.
RECITALS:
The City of Portland operates a gasoline fueling station in the Vehicle Services 1st Avenue Garage for official government vehicles. Portland State University has a need for fuel in the same geographic area, but does not have a fueling station or ready access to gasoline. A cooperative agreement to make fuel available to Portland State University would benefit taxpayers, without significant additional expense. The citizens of Portland and the State of Oregon would benefit from this agreement.
AGREEMENT:
1. SCOPE OF PORTLAND STATE UNIVERSITY SERVICES
Portland State University shall apply to the City for issuance of a fuel chip-key for each Portland State University vehicle that will use the City’s fueling service. The application form is attached as Exhibit A.
2. SCOPE OF CITY SERVICES
The City shall perform the services set out below:
(a) Provide fuel, via City fuel pumps, for Portland State University Government, E-Plate vehicles.
(b) Provide access to Vehicle Services 1st Avenue Garage during normal operating business hours. (Currently) Monday-Friday, 7:30 A.M. to 5:45 P.M.
(c) Provide Portland State University with one fuel chip-key per eligible vehicle within 5 working days of receipt of a fully completed application.
(d) Provide direct fuel billing to Portland State University in accordance with section 4, BILLING AND PAYMENT PROCEDURES, hereof.
3. COMPENSATION
Portland State University shall pay the City for fuel usage under this Agreement after the effective date of this Agreement. Portland State University shall pay all invoices in full within thirty days of issuance.
4. BILLING AND PAYMENT PROCEDURE
The City’s billing and Portland State University’s payment procedures shall be as set out below:
(a) The City shall furnish a monthly billing statement.
(b) Monthly billing shall detail Portland State University fuel usage based upon the amount of usage.
(c) Cost of fuel, per gallon, shall be at the same rate as the City charges its City customers, which will vary as fuel prices fluctuate.
5. EFFECTIVE AND TERMINATION DATES
This Agreement shall be effective as of May 1, 2002 and shall terminate on April 30, 2012. Upon termination of this Agreement all of the Chip-Keys, , and any other property provided by the City to Portland State University shall be returned to the City immediately.
6. EARLY TERMINATION OF AGREEMENT
(a) The City and Portland State University, by mutual written agreement, may terminate this Agreement at any time.
(b) Either the City or Portland State University, on thirty (30) days written notice to the other party, may terminate this Agreement for any reason deemed appropriate in the sole discretion of the party terminating.
(c) Either the City or Portland State University, may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination, however, the party seeking the termination shall give to the other party written notice of the breach and of the party's intent to terminate. If the party has not entirely cured the breach within fifteen (15) days of the notice, then the party giving the notice may terminate the Agreement at any time thereafter by giving a written notice of termination.
7. PAYMENT ON EARLY TERMINATION
In the event of termination under subsection 6(a), 6(b) or 6(c), EARLY TERMINATION OF AGREEMENT, hereof, Portland State University shall pay the City for fuel used in accordance with the Agreement prior to the early termination date.
8. REMEDIES
(a) The remedies provided to the City under section 7, PAYMENT ON EARLY TERMINATION, hereof, for a breach by Portland State University shall not be exclusive. The City also shall be entitled to any other equitable and legal remedies that are available.
(b) In the event of breach of this Agreement by the City, then Portland State University's remedy shall be limited to termination of the Agreement as provided in section 6(c), EARLY TERMINATION OF AGREEMENT, and payment as provided in section 7, PAYMENT ON EARLY TERMINATION, hereof.
9. CITY PROJECT MANAGER
(a) The City Project Manager shall be the Vehicle Operations Manager or such other person as shall be designated in writing by the Director of the City’s Vehicle Services Division of the Bureau of General Services.
(b) The Project Manager is authorized to approve billings hereunder, to give notices referred to herein, to terminate this Agreement as provided herein and to carry out any other City actions referred to herein.
10. COMPLIANCE WITH LAWS
(a) In connection with its activities under this Agreement, Portland State University shall comply with all applicable federal, state and local laws and regulations.
(b) In the event Portland State University provides goods or services to the City in the aggregate in excess of $2,500.00 per fiscal year, the Portland State University agrees it has complied with the City's Equal Employment Opportunity certification process, if applicable.
11. OREGON LAW AND FORUM
(a) This Agreement shall be construed according to the laws of the State of Oregon.
(b) Any litigation between the City and Portland State University arising under this Agreement, or out of services provided under this Agreement shall occur, if in the state courts, in the Multnomah County Circuit Court, and if in the federal courts, in the United States District Court for the District of Oregon.
12. INDEMNIFICATION
To the extent permitted by Oregon law, Portland State University shall hold harmless, defend and indemnify the City, and the City's officers, agents and employees against all claims, demands, actions and suits (including all attorney's fees and costs) brought against any of them arising from Portland State University’s activities under this Agreement.
13. SUBCONTRACTING
Portland State University shall not subcontract this Agreement, in whole or in part, without the prior written approval of the City.
14. ASSIGNMENT
Portland State University shall not assign this Agreement, in whole or in part, or any right or obligation hereunder, without the prior written approval of the City.
15. INDEPENDENT CONTRACTOR STATUS
(a) Portland State University shall be responsible for any federal, state and local taxes and fees applicable to payments hereunder.
(b) Portland State University, its subcontractors and their employees are not employees of the City and are not eligible for any benefits through the City including, without limitation, federal social security, health benefits, workers' compensation, unemployment compensation and retirement benefits.
16. NOTICE
Any notice provided for under this Agreement shall be sufficient if in writing and delivered personally to the following addressee or deposited in the United States Mail, postage prepaid, certified mail, return receipt requested, addressed as follows, or to such other address as the receiving party hereafter shall specify in writing:
If to the City of Portland:
City of Portland
Vehicle Services
2835 N. Kerby
Portland, Oregon 97227
If to Portland State University:
Portland State University
724 SW Harrison
Portland, Oregon 97201
17. SEVERABILITY
If any provision of this Agreement is found to be illegal or unenforceable, this Agreement nevertheless shall remain in full force and effect and the provision shall be stricken.
18. INTEGRATION
This Agreement contains the entire agreement between the City and Portland State University and supercedes all prior written or oral discussions or agreements.
19. FUNDS
The City certifies that sufficient funds are available and authorized for expenditure to finance the cost of this Agreement.
20. COMMENCEMENT
Portland State University agrees that services pursuant to this Agreement shall not be commenced until after:
(a) This Agreement is fully executed by the parties and approved by the City Attorney's Office; and,
(b) the effective date of this Agreement as specified in section 5, EFFECTIVE AND TERMINATION DATES.
21. INSURANCE
(a) Portland State University is a self-insured public agency. In the event Portland State University is no longer self-insured, Portland State University shall maintain worker’s compensation insurance as required by ORS 656.017. In the event Portland State University is no longer self-insured, Portland State University shall maintain public liability and property damage insurance that protects Portland State University and the City and its officers, agents and employees from any and all claims, demands, actions and suits for damage to property or personal injury, including death, arising from Portland State University under this Agreement. The insurance shall provide coverage for not less than $200,000 for personal injury to each person, $500,000 for each occurrence, and $500,000 for each occurrence involving property damage; or a single limit policy of not less than $500,000 covering all claims per occurrence. The limits of the insurance shall be subject to statutory changes as to maximum limits of liability imposed on municipalities of the State of Oregon during the term of the Agreement. The insurance shall be without prejudice to coverage otherwise existing and shall name as additional insured’s the City and its officers, agents and employees. Notwithstanding the naming of additional insured’s, the insurance shall protect each insured in the same manner as though a separate policy had been issued to each, but nothing herein shall operate to increase the insurer's liability as set forth elsewhere in the policy beyond the amount or amounts for which the insurer would have been liable if only one person or interest had been named as insured. The coverage must apply as to claims between insured’s on the policy. The insurance shall provide that the insurance shall not terminate or be cancelled without thirty (30) days written notice first being given to the City Auditor. If the insurance is cancelled or terminated prior to completion of the Agreement, Portland State University shall provide a new policy with the same terms. Portland State University agrees to maintain continuous, uninterrupted coverage for the duration of the Agreement. The insurance shall include coverage for any damages or injuries arising out of the use of automobiles or other motor vehicles by Portland State University.
(b) Portland State University shall maintain on file with the City Auditor a certificates of insurance certifying the coverage required under subsection (a). The adequacy of the insurance shall be subject to the approval of the City Attorney. Failure to maintain insurance shall be cause for immediate termination of this Agreement by the City.
22. BREACH OF AGREEMENT
(a) The City or Portland State University shall breach this Agreement if it fails to perform any substantial obligation under the Agreement, except as provided in subsection (b) of this section.
(b) Neither the City or Portland State University shall have breached this Agreement by reason of any failure to perform a substantial obligation under the Agreement if the failure arises out of causes beyond its control and without its fault or negligence. Such causes may include, without limitation, acts of God or the public enemy, acts of the federal, state or local governments, fires, floods, epidemics, volcanic eruptions, quarantine restrictions, strikes, freight embargoes and unusually severe weather. Should either the City or Portland State University fail to perform because of a cause described in this subsection, the City and Portland State University shall make a mutually acceptable revision in section 1, SCOPE OF PORTLAND STATE UNIVERSITY SERVICES, section 2, SCOPE OF CITY SERVICES, or section 3, COMPENSATION.
23. AMENDMENTS
(a) The City and Portland State University may amend this Agreement at any time only by written amendment executed by the City and Portland State University. The Project Manager may agree to and execute any amendment on behalf of the City, except amendments that involve expenditures by the City. Those amendments shall be approved by ordinance of City Council.
24. NON-WAIVER
The City and Portland State University shall not be deemed to have waived any breach of this Agreement by the other party except by an express waiver in writing. An express written waiver as to one breach shall not be deemed a waiver of any other breach not expressly identified, even though the other breach be of the same nature as that waived.
25. PROHIBITED INTEREST
No City officer or employee during his or her tenure or for one year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.
PORTLAND STATE UNIVERSITY
By: _________________________________
Name: _________________________________
Title: _________________________________
Date: _________________________________
CITY OF PORTLAND
APPROVED AS TO FORM:
City Attorney By: _________________________________
Name: _________________________________
Title: _________________________________
Date: _________________________________
CITY OF PORTLAND
By: ________________________________
Name: _________________________________
Title: _________________________________
Date: _________________________________