(Exhibit A)

Pilot Project Agreement

Willamette Stormwater Control Program

between

City of Portland, Bureau of Environmental Services,

Portland Public Schools, and Keepers of the Waters of the Pacific Northwest

Project Name: Da Vinci School Stormwater Retrofit Project

Project Address: 2508 NE Everett Street

Property Owner: Portland Public Schools

Property Manager: Portland Public Schools, 501 N Dixon Street

Project Manager: Keepers of the Waters of the Pacific Northwest (referred to herein as “Keepers of the Waters”), an Oregon nonprofit corporation also known as Cascadia Keepers of the Waters.

PURPOSE

The purpose of this agreement is to define the responsibilities of the City of Portland (City) Bureau of Environmental Services (BES), Keepers of the Waters, and Portland Public Schools. Keepers of the Waters is implementing this retrofit project with the permission and support of Portland Public Schools.

The goal of the Willamette Stormwater Control Program is to promote stormwater controls that reduce combined sewer overflows and increase sewer system capacity. The Program is partnering with a limited number of property owners to implement pilot projects that demonstrate stormwater management techniques.

PROJECT DESCRIPTION

Summary:

Da Vinci Middle School is located in an area served by the combined sewer system. The project is to convert a 7,000 square foot tennis court to a stormwater landscape area that will treat and infiltrate runoff from 8,000 square feet of adjacent impervious areas. Based on a pilot project application from Keepers of the Waters, and support by Portland Public Schools, BES is agreeing to contribute funds in order to provide information about the cost and performance of this type of retrofit.

State Taxlot ID: R257800010

Area managed by the project:

The project will manage runoff from approximately 15,000 square feet of impervious surface (in part by removing 7,000 square feet of tennis court surface).

Stormwater facility type and size:

The existing tennis court will be converted into a landscape area (“water garden”) including a swale and landscape infiltration area designed to treat and infiltrate runoff from adjacent impervious areas. Runoff from the parking lot will travel to the water garden via a swale; runoff from 4 portable buildings will be routed to the water garden in pipes. A stormwater harvesting system (cisterns) will capture roof runoff, providing water for an irrigations system during dry periods.

RESPONSIBILITIES

BES shall:

Fund the agreed-upon project for a total of $ 30,000 under the conditions described below. Twenty percent (20%) of this amount will be paid to Keepers of the Waters when the approved project has received all necessary development and building permits. The remaining amount will be paid in progress payments as described.

BES will pay only for the services and materials described in the project budget submitted by Keepers of the Waters. BES will make payments to Keepers of the Waters on a bi-weekly basis based on invoices received by BES in accordance with the project budget. BES will process acceptable invoices received from Keepers of the Waters by 12:00 noon on the first and third Tuesdays of each month, and will provide payment to Keepers of the Waters on the following Monday by 12:00 noon.

Keepers of the Waters:

1.  Design, obtain permits for, and construct the project as described in the application submitted to BES.

2.  Notify BES in writing within 5 business days of any changes to the design or function of the facility that results from circumstances that arise during construction, and will not implement any changes that decrease the utility of the project for stormwater management purposes without first obtaining the City’s written agreement.

3.  Keepers of the Waters, its officers, employees, agents, contractors and subcontractors shall indemnify, protect, defend and hold City of Portland Bureau of Environmental Services, and its elected officials, officers, agents, employees and contractors harmless from and against any and all claims, damages, liabilities, costs, causes of actions, suits, and expenses, including attorney’s fees and costs, arising from the acts or omissions of Keepers of the Waters, its officers, employees, volunteers, contractors or subcontractors in performance of this agreement.

4.  Will ensure that all employees, contractors, and volunteers sign a “Volunteer’s Agreement, Waiver of Liability, and Volunteer Injury Release Form” prior to engaging in any activities related to the project.

5. Will sign and submit to BES an Independent Contractors Certification in order to meet workers compensation requirements.

6.  Develop and submit to BES and Portland Public Schools an Operations and Maintenance (O&M) that is consistent with the O & M requirements specified in the BES Stormwater Management Manual.

7.  For 5 years, annually submit a copy of a site Stormwater Operations and Maintenance Activities list, updated to provide information about activities that occurred over the previous year. In addition, submit a short written report summarizing any problems related to the stormwater management facilities, and changes made to address those problems. This updated O&M Activities list and report shall be submitted by August 30^th of the year following execution of this agreement, and every year thereafter for 5 years (including August 30^th, 2006). The report shall be submitted to the BES contact address listed at the bottom of this agreement.

8. Supply the following documentation upon completion of the project and final permitting: 1. A revised final budget including all activities, materials, and labor;

2. Final project drawings (“As-Builts”). Submit these materials to BES at the contact address listed below.

Portland Public Schools

1. Agrees that it owns the stormwater management system described in this agreement and will be responsible for routine maintenance of the system as described in the Operations and Maintenance (O & M) Plan.

2. Agrees to hold City of Portland Bureau of Environmental Services harmless from liability resulting from or out of Portland Public Schools’s actions related to this Project and under this agreement.

3. Agrees that if any future alterations of the site come under the authority of the BES Stormwater Management Manual, applicable requirements in the Manual will apply to the site. The Manual requires stormwater management measures at new and redeveloping properties.

4. Will allow BES workers, or their representatives, scheduled access to the site to make observations and conduct monitoring of the performance of the facility. This right of access will continue for a period of 5 years.

5. Allow BES employees to publicize the nature and location of the facility. Allow BES staff to post an interpretive sign at the facility describing the project and contributors. This opportunity will be provided for a period of 5 years. All such publicity, notices, and advertisements shall have the prior notification of and approval by Ashforth Pacific, Inc.

6. By request, allow scheduled visits by citizens to learn more about the stormwater system and provide educational opportunities. This opportunity will be provided for a period of 5 years

GENERAL TERMS:

1. This agreement may be terminated upon the mutual written consent of all parties. The City of Portland Bureau of Environmental Services may terminate this agreement upon written notice to the other parties at any time for the public good.

2. The parties shall comply with all federal, state and local laws and ordinances applicable to this agreement.

3. Each party shall have access to the books, documents and insurance policies and documentation of the other parties which are related to this agreement for the purpose of examination, copying and audit.

4. No party shall assign or subcontract any part of this agreement without the written consent of the other parties.

CONTACT ADDRESSES:

For BES: Henry Stevens, Willamette Stormwater Control Program, Bureau of Environmental Services, 1120 SW 5^th Avenue, Room 1000, Portland, OR 97204-1912.

For Portland Public Schools: Pamela J. Brown, Director of Facilities and Asset Management, Portland Public Schools, PO Box 3107, Portland, OR 97208-3107.

For Keepers of the Waters: Kelly Rodgers, Director, Keepers of the Waters of the Pacific Northwest, 235 SE 18th Ave Portland, OR 97214

_____________________________ ________________________________

Dean Marriott, Bureau Director     Representing Portland Public Schools

_____________________________     ______________________________

City Auditor           Representing Keepers of the Waters

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City Attorney’s Office