INTERGOVERNMENTAL AGREEMENT
PORTLAND PARKS and RECREATION
And
METRO
Three Bridges Section
Of the Springwater Corridor Trail
This Intergovernmental Agreement (“Agreement”) dated this __________________ day of ______________________, 2003, is by and between, Portland Parks and Recreation, located at 1120 SW Fifth Avenue, Room 1302, Portland, Oregon 97204-1976, (“City”) and Metro, located at 600 NE Grand Avenue, Portland, Oregon 97232-2736.
RECITALS:
WHEREAS, the City and Metro have identified the Springwater Corridor Trail as a Regional Trail; and
WHEREAS, the City and Metro have cooperated since 1992 to create over 15 miles of multi-use trail, including the original segment of the Springwater Corridor, an additional extension from Palmblad to Rugg Road, and the segment known as “OMSI-to-Springwater,” and
WHEREAS, the Three Bridges Section is an undeveloped section of the Springwater Corridor Trail, the section being approximately 0.6 miles in length, located in Portland and Milwaukie, just west of the end of the original trail improvements, as indicated on the map attached hereto as Attachment A. The western terminus is located at SE Ochoco Street and SE 17th 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”); and
WHEREAS, the City and Metro wish to enter into this Agreement to set forth the responsibilities and obligations of the parties as they relate to the funding, design, construction, ownership, operation, and maintenance of the Three Bridges Section of the Springwater Corridor Trail;
WHEREAS, the City and Metro 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
Section A. Project Declaration. The activities and funding described in this Agreement are for the construction, ownership, operation, and maintenance of the Three Bridges Section of the Springwater Corridor Trail. A map depicting this portion of the trail is attached hereto as Attachment A and incorporated herein by this reference.
Section B. Project Roles and Responsibilities. Roles and responsibilities for the City and Metro regarding project coordination, financial obligations, public involvement, design, engineering, construction documents, bidding, construction observation, operations and maintenance are detailed in Attachment B and incorporated herein by this reference.
Section C. Budget and Funding Limitation. The City has developed a preliminary project budget, referenced in Attachment B and incorporated herein by this reference. Metro’s financial participation in the Three Bridges Section project is limited to purchase of the land on which the project will be constructed.
Section D. Schedule. The City has developed a preliminary project schedule, referenced in Attachment B and incorporated herein by this reference. Although the dates on this schedule are subject to change, the City shall use its best efforts to meet these dates and to proceed with the obligations at a pace necessary to maintain these dates and complete the entire project by spring of 2006.
Section E. General Provisions.
1. Indemnification. The City shall defend, indemnify and hold harmless Metro 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 City’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.
Metro shall defend, indemnify and hold harmless the City 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 the Metro’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.
2. Limitations on Use. All property on which the Three Bridges Section is constructed shall be maintained for its intended pedestrian and bicycle trail activities. The City commits to operate and maintain the Trail in a manner consistent with the Plans and with standards for other City 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. 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.
3. 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).
4. 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.
Specifically, it is a condition of this Agreement that Metro, the City and all employers working under this Agreement are subject employers that shall comply with ORS 656.017 as required by Oregon Laws 1989, Chapter 656.
5. Assignment. Neither party shall assign any of its responsibilities under this Agreement without prior written consent from the other party, except that both Metro and the City may subcontract for performance of any of their respective responsibilities under this Agreement, without the prior written consent of the other party.
6. 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.
7. 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 METRO
By: _________________________________ By: __________________________
Title: ________________________________ Mike Burton, Executive Officer
Date: ________________________________ Date: ________________________
Approved as to form:
By: __________________________________
Title: _________________________________
Date: _________________________________