This Interagency Agreement ("Agreement"), dated this _____ day of _______________, 2002 is made and entered into by and between the City of Portland, Office of Transportation, a municipal corporation ("Bureau") and the Portland Development Commission ("PDC, Commission").

RECITALS

1)  Whereas PDC, as the duly designated Urban Renewal agency of the City of Portland, is granted broad powers under ORS 451.170 for the planning and implementation of urban renewal projects; and

2)  Whereas, the Office of Transportation is responsible for capital improvements and operating activities of the public rights of way; and

3)  Whereas, a cooperative partnership between the Commission and the Office of Transportation will be beneficial to the implementation of urban renewal plans and the development of other public policies, plans and capital projects; and

4)  Whereas, both parties desire to enter into an Agreement that will establish terms and conditions by which one party will engage and compensate the other party for performing a specific scope of work;

Now therefore, the parties agree as follows:

AGREEMENT:

I.  CONTRACT MANAGEMENT

A)  Commission ¾ The Commission Contract Manager (" PDC Contract Manager") shall be Baruti Artharee, or such other person as designated in writing by the PDC Executive Director. The PDC Contract Manger is authorized to approve work and billings hereunder, to give notices and to carry out other Commission actions referred to herein, including termination of this Agreement as provided in Section IV.

B)  Bureau ¾ The Bureau Contract Manager ("Bureau Contract Manager") shall be Greg Jones, or such other person as designated in writing by the Director of the Office of Transportation. The Bureau Contract Manager is authorized to approve work and billings hereunder, to give notices and to carry out other Bureau actions referred to herein, including termination of this Agreement as provided in Section IV.

C)  The party for whom the work is being performed, and who will be compensating the other party for performing the work, shall be referred to in this Agreement as the "Funding Agency."

D)  The party performing work for the Funding Agency shall be referred to in this Agreement as the "Performing Agency."

II.  SCOPE OF SERVICES

Services to be performed shall be set out in Attachments to this Agreement describing in more detail the specific scope of work for individual projects. If any part of any Attachment is found to be in conflict with this Agreement, then the language of this Agreement shall prevail.

A)  Projects included within this agreement whereby the Bureau is performing work for the Commission, are:

1)  Airport Way URA: Clark-Holman Intersection; Further described in Attachment A-1.

2)  Central Eastside URA: Eastbank Property Acquisition; Further described in Attachment A-2.

3)  Downtown Waterfront URA: Sixth Avenue Extension & Union Station Forecourt; Further described in Attachment A-3.

4)  Downtown Waterfront URA: Third and Fourth Avenue Streetscape Plan; Further described in Attachment A-4.

5)  Downtown Waterfront URA: Northwest Broadway Master Plan; Further described in Attachment A-5.

6)  Gateway Regional Center URA: Transportation Engineering and Right of Way Acquisition; Further described in Attachment A-6.

7)  Interstate URA: Transportation Strategy Implementation; Further described in Attachment A-7.

8)  North Macadam URA: Harrison Street Connector, Further described in Attachment A-8.

9)  Oregon Convention Center URA: NE MLK Jr. Boulevard Street Improvements, Further described in Attachment A-9.

10)  Oregon Convention Center URA: NE MLK Jr. Blvd. Streetscape Grants Program, Further described in Attachment A-10.

11)  Oregon Convention Center URA: Lloyd District Development; Further described in Attachment A-11.

12)  River District URA: Right Of Way Framework Plan; Further described in Attachment A-12.

13)  North Macadam URA: Bond Avenue Design, Engineering and Bidding; Further described in Attachment A-13.

14)  Lloyd District URA: Broadway Weidler Corridor Phase III LID; Further described as Attachment A-14.

15)  Lents URA: Lents Neighborhood Transportation Improvements; Further described as Attachment A-15.

16)  Central Eastside URA: Burnside Transportation and Urban Design Plan; Further described in Attachment A-16.

17)  Downtown Waterfront URA: Waterfront Development Opportunities Project; Further described in Attachment A-17.

18)  North Macadam URA: Portland Streetcar Project; Further described in Attachment A-18.

B)  Projects included within this agreement whereby the Commission is performing work for the Bureau are: NONE

C)  Scope Of Work ¾ The following provisions shall apply to each individual Scope of Work described in this Section and included as an attachment to this Agreement.

1)  A Project Manager shall be designated by the Bureau ("Bureau Project Manager"), and a Project Manager shall be designated by the Commission ("PDC Project Manager") to carry out designated responsibilities.

2)  Staffing ¾ The PDC Contract Manager and the Bureau Contract Manager will confer regularly to review project management and staffing needs and performance, and identify desired changes, if any.

(i)  If either the Commission or the Bureau desires to replace a Project Manager, or other key staff identified in a Scope of Work Attachment, the Contract Manager shall notify the other Contract Manager in writing, and they will meet to discuss and agree on adjusting the Scope of Work accordingly to provide adequate time to make such change.

3)  Approvals

(a)  Where projects require public involvement, the Bureau and the Commission will collaborate in designing the outreach and involvement activities and obtaining approval from the Funding Agency Project Manager prior to implementation.

(b)  The Bureau and the Commission will collaborate in preparing any written material (e.g., news releases, brochures, news letters, reports) intended for public distribution, with adequate time provided for review, comment and approval by the Funding Agency Project Manager prior to public issuance of such written materials.

(c)  The Funding Agency Project Manager shall be immediately notified of any inquiry from a media or press representative, and shall be consulted prior to any verbal or written information on the project being provided to such a representative.

4)  The Funding Agency Project Manager shall be invited to attend all regular or significant project meetings and to participate in steering, management, or technical advisory committees organized for the Project.

5)  The Funding Agency Project Manager shall, if desired, receive timely copies of all work products, including drawings, specifications, designs, draft and final copies of technical and consultant analysis and reports, construction progress reports, and key correspondence prepared or received during the course of the project.

6)  The Funding Agency Contract Manager may request at any time a Project Status Report on progress towards completion of the Scope Of Work, which shall be provided within 72 hours of receiving a written request.

7)  Changes to a Scope of Work

(a)  Changes to a Scope of Work, allocation of contingency budget (if any) and modification to the Authorized Budget may be made upon written agreement by the project managers identified in a Scope of Work Attachment to this Agreement, provided the maximum authorized funding level is not exceeded.

(b)  If changes to a Scope of Work require an increase to the authorized funding level, an amendment to this master Interagency Agreement is required which authorizes a revised Scope of Work Plan and Budget, detailed in a revised Attachment. Such amendment shall be agreed to by the Executive Director of the Commission and the Director of the Office of Transportation.

(c)  Changes shall not take effect or be binding on either party until commemorated in writing.

III.  EFFECTIVE AND TERMINATION DATES

This Interagency Agreement shall be effective for Fiscal Year 2003, from July 1, 2002 through June 30, 2003.

IV.  EARLY TERMINATION OF CONTRACT

A)  This Agreement, or a project identified in any attachment, may be terminated at any time by mutual written consent.

B)  Either party, with thirty (30) days written notice may terminate a project identified in Section II of this Agreement where the public interest requires work to cease.

C)  In the event of early termination of a project identified in Section I the work shall cease promptly and a final billing request submitted within 60 days of the effective date of termination. In the event of early termination, eligible costs incurred through the date of the project’s termination will be reimbursed.

V.  COMPENSATION /   ALLOWABLE COSTS

A)  The Portland Development Commission shall pay the Office of Transportation a sum not to exceed SIX MILLION SIX HUNDRED TWENTY NINE ONE HUNDRED NINETEEN THOUSAND DOLLARS ($6,629,119) for accomplishment of the work identified in Section II-A above.

B)  The Performing Agency may seek reimbursement from the Funding Agency for the following costs, subject to the expenditure of these funds being for approved activities in an attached Scope Of Work and within the authorized budget. In certain circumstances, the Funding Agency Project Manager may authorize a prepayment of future expense obligations.

1)  Direct Costs

(a)  Personal Services ¾ reimbursement for direct wages paid to personnel calculated at the base hourly rate established in the Scope of Work.

(b)  Benefit Costs ¾ reimbursement for a portion of benefit costs associated with direct wages, and fixed at FIFTY FOUR PERCENT (54%) of direct wages; which represents the average full benefit load attributable to city employees.

(c)  Materials & Services ¾ actual costs for the purchase of materials, supplies, and services, or reimbursement of incidental expenses and Bureau support staff personal services where the expenditure is for carrying out an approved Scope Of Work activity, and within the authorized budget.

(d)  Contracted Services ¾ reimbursement for contracted professional or construction services in carrying out an approved Scope Of Work activity, and within the authorized budget.

(e)  Program Management ¾ reimbursement for costs associated to a management group within the Performing Agency that provides direct and exclusive supervision to project staff assigned to an approved Scope of Work attached to this Agreement, and whose costs of providing such management is ordinarily distributed via an indirect cost allocation to all projects undertaken by the program, as opposed to actual and direct billings to individual projects.

(i)  Actual reimbursement rate shall be that established and adopted by the Performing Agency for the fiscal year and applied to all internal and external projects and contracts.

(ii)  The rate for reimbursement for Program Management costs under this Agreement shall not exceed FIFTEEN PERCENT (15%) of Personal Services and Benefit Costs as described herein.

(iii)  Prior to reimbursement of any program management costs under this Agreement per this Section, the Performing Agency shall provide the Funding Agency with appropriate documentation substantiating a reimbursement rate; and acceptable to the Funding Agency.

(iv)  Such documentation shall include the names (or positions, if vacant) of all staff included in the specific management group; and these staff shall not otherwise charge time to any Scope of Work under this Agreement for which reimbursement per this Section is provided.

2)  Indirect Costs ¾ reimbursement for a portion of overhead costs and fixed at TWENTY FIVE PERCENT (25%) of Personal Services and Benefit Costs. This category is intended to help pay for generally fixed costs related to the administration and operation of an organization, including costs for executive management personnel, rent, telephone, computer systems, insurance, office supplies, and equipment.

3)  The Funding Agency Project Manager shall be immediately notified of any actual or anticipated variance between the authorized budget and the estimated cost or expenditure rate of a work item. The parties shall then make a good faith effort to negotiate for a successful modification of the Scope of Work. Unless the scope of Work is modified per Section II-7 of this Agreement, the Funding Agency shall not be obligated to make payments for costs that exceed the authorized budget.

C)  Expenses, including personal services, incurred for out of town travel, training, educational expenses and equipment purchase are not reimbursable under this contract unless mutually agreed to in advance.

VI.  BILLING AND PAYMENT PROCEDURE

A)  The Performing Agency shall submit to the Funding Agency Contract Manager a separate itemized billing for work performed for each Scope of Work for review and approval at least quarterly.

1)  In order to receive timely payment, interim billings must be received no later than forty (40) days following the end of a billing period.

2)  Final billings upon early termination of the Agreement need to be received within sixty (60) days of the date of termination. If no bill or interim Project Status Report is received within this time period, the Funding Agency will have no obligation to honor late billings.

3)  Billings for the period ending on June 30, 2002 need to be received by August 31, 2002 in order to assure payment. If no bill or interim Project Status Report is received within this time period, the Funding Agency will have no obligation to honor late billings.

B)  Each billing shall include a Work Completion Report and a Billing Detail Report in a format created and/or approved by the Funding Agency. At a minimum, each billing shall include:

1)  a description of the nature and cost of work accomplished,

2)  the names, rates and hours worked of personnel,

3)  disbursements to consultants, contractors and outside vendors for materials and services; and

4)  any other specific detail or documentation as desired by the Funding Agency Contract Manager.

C)  If billings are received with incomplete information or disputed items, the Funding Agency will advise the billing party in writing what specific information is missing or disputed. The Funding Agency will proceed to process payment for items not in dispute.

VII.  COMPLIANCE WITH LAWS

In connection with its activities under this Agreement, the parties shall comply with all applicable federal, state and local laws and regulations.

VIII.  INDEMNIFICATION

As between PDC and the Bureau, PDC will be responsible for any claims, demands, actions or suits arising from the Commission's work or any subcontractor performing the Commission's work under this Agreement. The Bureau will be responsible for any claims, demands, actions or suits arising from the Bureau’s work or any subcontractor performing the Bureau’s work under this Agreement.

IX.  SUBCONTRACTING

Work under this Agreement shall not be subcontracted in whole or in part to other than City agencies, without the written approval of the Funding Agency Project Manager. The Performing Agency shall require any approved subcontractor to agree, as to the portion subcontracted, to fulfill all obligations of the Performing Agency as specified in this Agreement. Notwithstanding approval by the Funding Agency Project Manager of a subcontractor, the Performing Agency shall remain obligated for full performance hereunder, and the Funding Agency shall incur no obligation to the subcontractor hereunder.

X.  OWNERSHIP OF WORK PRODUCT.

Unless otherwise agreed to in writing by both parties, the Performing Agency shall own any and all data, documents, plans, designs, drawings, technical data reports, specifications, working papers and other materials produced in connection with this Agreement. Ownership also includes all rights, title and interest, including but not limited to copyright rights of specified work products.

XI.  DELIVERY / MAINTENANCE OF RECORDS

The Performing Agency shall maintain records on a current basis to support its billings to the Funding Agency. The Funding Agency or its authorized representative shall have the authority to inspect, audit and copy, on reasonable notice and from time to time, any records of the Performing Agency regarding its billings or its work hereunder, for a period of 3 years after completion or termination of this Agreement.

XII.  FUNDING ACKNOWLEDGEMENT / SIGNAGE

A)  Any oral reports made to neighborhood, business, or other civic organizations, as well as to any members of the press shall acknowledge work being done is based on a partnership between the Bureau and the Portland Development Commission and, if appropriate, financed by “the [insert appropriate name] Urban Renewal Project”.

B)  For projects involving construction activities funded by the Commission, the Bureau shall display a sign, to be provided by the Commission, near the construction site and readily visible to the public, specifying that the project is being "funded by the Portland Development Commission’s [insert appropriate name] Urban Renewal Project". The sign shall remain in place until construction is complete.

XIII.  CONFLICT RESOLUTION

If a dispute arises regarding performance, cost, schedule, scope, quality or other terms and conditions of this Agreement, all parties agree to exercise good faith in expeditiously resolving said conflict in the following manner.

A)  All conflicts should first be discussed and resolved if at all possible by the Project Managers specified in the relevant attached Scope of Work.

B)  If the conflict cannot be resolved by the Project Managers, or involves one of the Project Managers, then the conflict should be elevated to the Contract Managers specified in Section I for discussion and resolution.

C)  If the conflict cannot be resolved by the Contract Managers, or involves one of the Contract Managers, then the conflict should be elevated to the Director of the Office of Transportation and the Executive Director of the Commission for discussion and resolution.

XIV.  MISCELLANEOUS PROVISIONS

A)  The Bureau or PDC may amend this Agreement only in writing and by mutual consent.

B)  This agreement contains the entire agreement between PDC and the Bureau for work to be performed during fiscal year 2003 for the projects identified in Section I. It supercedes all prior written or oral discussions or agreements concerning work to be performed by either party for the other during fiscal year 2003 for the projects identified herein.

C)  When the Bureau is performing work for the Commission, the Bureau will employ its best efforts to meet or exceed PDC utilization goals for Emerging Small Businesses and Women and Minority owned businesses.

IN WITNESS WHEREOF, the City of Portland, through the Portland Office of Transportation and the Portland Development Commission has executed this Agreement as of the date first written above.