INTERGOVERNMENTAL AGREEMENT

CITY OF PORTLAND

BUREAU of PARKS and RECREATION

And

CITY OF MILWAUKIE

Three Bridges Section

of the Springwater Corridor Trail

This Intergovernmental Agreement (“Agreement”) dated this __________________ day of ______________________, 2002, is by and between, City of Portland Bureau of Parks and Recreation, located at 1120 SW Fifth Avenue, Room 1302, Portland, Oregon 97204, (“Portland”) and The City of Milwaukie, (“Milwaukie”) located at 10722 SE Main Street, Milwaukie, Oregon 97222.

RECITALS:

WHEREAS, Portland and Milwaukie have identified the Springwater Corridor Trail as a Regional Trail; and

WHEREAS, Portland and Milwaukie have cooperated since 1992 to create over 15 miles of the Springwater Corridor, a multi-use trail.

WHEREAS, the Three Bridges Section is an undeveloped section of the Springwater Corridor Trail, approximately 0.6 miles in length, partially located both in the City of Portland and the City of Milwaukie.

WHEREAS, Portland and Milwaukie wish to enter into this Agreement to set forth the responsibilities and obligations of the parties as they relate to the participation, funding, design, construction, ownership, operation, and maintenance of the Three Bridges Section of the Springwater Corridor Trail;

WHEREAS, Portland and Milwaukie acknowledge that they have authority to enter into this Agreement pursuant to the powers contained in their respective charters and in ORS 190.010;

NOW, THEREFORE, the parties hereby agree as follows:

AGREEMENT

The term of this agreement shall begin on the date all required signatures are obtained and shall terminate on completion of the Project.

SCOPE

The western terminus of the Three Bridges section is located at SE Ochoco Street and SE 17^th Avenue, the eastern terminus is located east of the Union Pacific Railroad (UPRR) tracks to east of SE McLoughlin Boulevard, Highway 99E. The project name refers to bridges needed over Johnson Creek, SE McLoughlin Boulevard, and UPRR (“Three Bridges Section”).

The activities and funding described in this Agreement are for the design, construction, ownership, operation, and maintenance of the Three Bridges Section of the Springwater Corridor.

Milwaukie shall provide staff to attend meetings as required to represent Milwaukie and the Project.

Milwaukie’s designated representative for the Leader and Oversight Committee shall be Brian Newman.

Milwaukie’s designated representative for the Project Advisory Committee shall be JoAnn Herrigel.

Portland’s designated representative for the Leadership and Oversight Committee shall be Zari Santner.

Portland’s designated representative for the Project Advisory Committee shall be George Lozovoy

Unless written notification is given by either party of a change in representation, these individuals will be the representatives for purposes of written communication under this Interagency Agreement.

FUNDING

Milwaukie is a financial contributor to the Project and shall contribute a total of $28,700 by year 2005. One half of the total shall be due in fiscal year 2004 and the remainder in fiscal year 2005. Each fiscal year ends on June 30^th.

GENERAL PROVISIONS

INDEMNIFICATION

Portland shall defend, indemnify and hold harmless Milwaukie and its officers, agents and employees, for, from, and against any and all loss, damages, injury, property damage, expenses, judgments, claims, penalties, fines, actions, or liability, whether arising in tort, contract or by operation of any statute or common law, arising out of or in any way connected to the sole wrongful acts of the Portland’s officers, agents and employees acting within the scope of employment or duties in performance of this Agreement, subject to the limitations and conditions of the Oregon Tort Claims Act ORS Chapter 30 and Oregon Constitution Article XI, section 9.

Milwaukie shall defend, indemnify and hold harmless Portland and its officers, agents and employees, for, from, and against any and all loss, damages, injury, property damage, expenses, judgments, claims, penalties, fines, actions, or liability, whether arising in tort, contract or by operation of any statute or common law, arising out of or in any way connected to the wrongful acts of Milwaukie’s officers, agents and employees acting within the scope of employment or duties in performance of this Agreement, subject to the limitations and conditions of the Oregon Tort Claims Act ORS Chapter 30.

LIMITATION ON USE

All property on which the Three Bridges Section is constructed shall be maintained for its intended pedestrian and bicycle trail activities. Portland commits to operate and maintain the Trail in a manner consistent with the Plans, and with standards for other Portland operated trails and parks facilities. The City shall not construct or allow construction of improvements to the Trail property which are inconsistent with the use of the trail by pedestrians, bicyclists and other non-motorized modes of transportation. Staff from the Cities of Portland and Milwaukie will work with Metro, Tri-Met and other regional partners to ensure that any alterations necessary due to future improvements to transit (MAX or busway) along SE McLoughlin Boulevard shall avoid negative impacts to non-motorized modes of transportation.

DOCUMENTS ARE PUBLIC RECORDS

All records, reports, data, documents, systems and concepts, whether in the form of writings, figures, graphs, or models, which are prepared or developed in connection with the Project, shall become public records. Nothing in this section or in any other part of this Agreement shall be construed as limiting the ability to consider real property transactions in executive section pursuant to ORS 192.660 (1)(e) or as requiring disclosure of records that are otherwise exempt from disclosure pursuant to Public Records Law (ORS 192.410-505) or Public Meetings Law (ORS 192.610-690).

LAW OF OREGON

This Agreement shall be governed by the laws of the state of Oregon, and the parties agree to submit to the jurisdiction of the court of the state of Oregon. All applicable provisions of ORS chapters 187 and 279, and all other terms and conditions necessary to be inserted into public contracts in the state of Oregon, are hereby incorporated as if such provisions were a part of this Agreement including but not limited to ORS 279.015 to 279.320.

1.  Assignment. Neither party shall assign any of its responsibilities under this Agreement without prior written consent from the other party, except that both Milwaukie and the Portland may subcontract for performance of any of their respective responsibilities under this Agreement, without the prior written consent of the other party.

2.  Severability. If any covenant or provision in this Agreement shall be adjudged void, such adjudication shall not affect the validity, obligation, or performance of any other covenant or provision which in itself is valid, if such remainder would then continue to conform with the terms and requirements of applicable law and the intent of this Agreement.

3.  Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter set forth herein, and supercedes any prior oral or written agreements or representations. No waiver, consent, modification or change of terms of this Agreement shall bind either party unless in writing and signed by both parties.

IN WITNESS WHEREOF, the parties hereto have set their hands on the day and year set forth above.

CITY OF PORTLAND      CITY OF MILWAUKIE

By: ­­­­­­­­­­­­­­______________________________  By: ­­­­­­­­­­­­­­_______________________________

Title: ­­­­­­­____________________________  Title: ______________________________

Date: ____________________________  Date: ______________________________

APPROVED AS TO FORM:    APPROVED AS TO FORM:

By: _______________________________ By:______________________________

Title: _______________________________Title____________________________

Date: _____________________________ Date: ___________________________