INTERGOVERNMENTAL AGREEMENT

This Intergovernmental Agreement (IGA) is entered into by and between the City of Portland (CITY) acting by and through its Bureau of Environmental Services, hereafter called BES and the State of Oregon, acting by and through its Department of Environmental Quality, hereafter called DEQ.

This IGA is authorized pursuant to ORS 190.110 and becomes effective upon full execution of this document.

PURPOSE

BES and DEQ desire to work together to expedite various capital improvement and operating projects.

 By this IGA, DEQ agrees to provide regulatory oversight and guidance related to contamination management for various capital improvement and operating projects and BES agrees to reimburse DEQ for costs associated with the provision of these services as described in this document.

GENERAL PROVISIONS

1.  Effective Date and Duration. This IGA is effective from the date of execution by both parties. Unless earlier terminated or extended, this IGA shall expire when DEQ’s completed performance has been accepted by BES or June 30, 2008 whichever date occurs first.

2.  Statement of Work. The statement of work, (the “Work”) including the delivery schedule for such Work, is contained in Exhibit A DEQ agrees to perform the Work in accordance with the terms and conditions of this IGA.

3.  Consideration. BES agrees to pay DEQ a sum not to exceed $150,000 as allocated in Exhibit B.

4.  Project Representatives. DEQ has three designated project representatives to be formal representatives for these projects. Andree Pollock will act as the project representative for projects under the underground storage tank program. Jim Anderson will act as the project representative for projects under the voluntary cleanup program and independent cleanup program. Charlie Landman will act as the project representative for projects under the perspective purchase agreements program. The City has designated a project manager to be the formal representative for these projects. All reports, notices, and other communications required under or relating to this IGA shall be directed to the appropriate individual.

BES              DEQ

Project Manager:  John O’Donovan        Project Manager:  Andree Pollock

Organization:  City of Portland        Organization:  DEQ-NWR/UST Section

Address:    1120 SW Fifth Ave., Room 1000      Address:    2020 SW Fourth Ave, Suite 400

   Portland, OR 97204            Portland, OR 97201

Phone:    (503) 823-7881        Phone:    (503) 229-5474

Fax:    (503) 823-5565        Fax:    (503) 229-6945

Email:    johno@bes.ci.portland.or.us      Email:    pollock.andree@deq.state.or.us

DEQ              DEQ

Project Manager:  Jim Anderson        Project Manager:  Charlie Landman

Organization:  DEQ-NWR/VCP, ICP      Organization:  DEQ-Headquaters

Address:    2020 SW Fourth Ave, Suite 400      Address:    811 SW Sixth Ave

   Portland, OR 97201            Portland, OR 97204

Phone:    (503) 229-6825        Phone:    (503) 229-6461

Fax:    (503) 229-6945        Fax:    (503) 229-6954

Email:    anderson.jim@deq.state.or.us      Email:    landman.charlie@deq.state.or.us

5.  Subcontracts. DEQ shall not enter into any subcontracts for any of the work scheduled under this IGA without obtaining prior written consent from the BES’ project manager.

6.  IGA Documents. This IGA consists of the following documents, which are listed, in descending order of precedence: This IGA less all exhibits, attached Exhibit A, Work Statement and Exhibit B, Budget. All attached Exhibits are hereby incorporated for reference.

7.  Amendments. The terms of this IGA shall not be waived, altered, modified, supplemented, or amended, in any manner whatsoever, except by written instrument signed by both parties.

8.  Reimbursement.

A.  DEQ shall submit itemized invoices to BES for reimbursement of services performed; noting the project and CITY contract number and the allocation of costs in accordance with line items identified in Exhibit B.

B.  Costs incurred for travel, lodging and meals shall be reimbursed to the extent that they do not exceed on a daily basis per diem rates in effect at the time of travel as set forth in the Federal Travel Regulations and all travel has been approved by the BES Project Manager.

C.  Non-itemized or incomplete billings shall be detained for payment processing until has supplied correct information to.

D.  DEQ shall submit to BES a quarterly invoice for costs incurred during the preceding quarter period no later than 45 days following the end of that performance period. BES shall not be liable for reimbursement of costs after that date.

E.  Invoices shall be submitted in duplicate, identifying the CITY IGA number to:

John O’Donovan

BES

1120 SW Fifth Avenue, Room 1000

Portland, OR 97204

 BES shall pay all approved invoices within 30 days.

F.  All non-expendable property, including computer hardware and related software, acquired in the provision of these services are the sole property of BES and shall be surrendered upon completion of services or termination of this IGA.

G.  The parties recognize and agree that some of the activities and obligations for reimbursement addressed in this IGA have or will commence or arise prior to the effective date of this IGA.

9.  Termination.

A.  The parties may agree to an immediate termination of this IGA or at a time certain upon mutual written consent.

B.  Either party may terminate this IGA effective not less than 30 days from delivery of written notice.

C.  Either party may terminate this IGA effective not less than 10 days from written notice or at such other date as may be established by both parties under any of the following conditions:

1)  If funding is not obtained and continued at levels sufficient to allow for purchase of the specified services. When possible, and when agreed upon, the IGA may be modified to accommodate a reduction in funds.

2)  If federal or state regulations or guidelines are modified, changed or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this IGA, or are no longer eligible for the funding proposed for payments authorized by this IGA.

D.  Either party may terminate this IGA in the event of a breach by the other party. Prior to such termination, however, the party seeking termination shall give the other party written notice of the party’s intent to terminate. If the party has not cured the breach within 10 days or a longer period as granted in the cure notice, the party seeking compliance may terminate this IGA.

10.  Funds Available and Authorized. Both parties certify that at the time the IGA is written that sufficient funds are available and authorized for expenditure to finance costs of this IGA within either party’s current appropriation and limitation. Both parties understand and agree that payment of amounts under this IGA attributable to work performed after the last date of the current budget period is contingent on either party receiving appropriations, limitations, or other expenditure authority.

11.  Captions. The captions or headings in this IGA are for convenience only and in no way define, limit or describe the scope or intent of any provisions of this IGA.

12.  Choice of Venue. Oregon law shall govern this IGA and all rights, obligations and disputes arising out of the IGA. Venue for all disputes and litigation shall be in Multnomah County, Oregon.

13.  Severability/Survival. If any of the provisions contained in this IGA are held unconstitutional or unenforceable, the enforceability of the remaining provisions shall not be impaired. All provisions concerning the limitation of liability, indemnity and conflicts of interest shall survive the termination of this IGA for any cause.

14.  Ownership of Work Product. All work products, including reports, research data in hard copy or electronic form that result from this IGA, are the exclusive property of BES. However, DEQ reserves the right to retain copies of such items for its records.

15.  Access to Records. Both parties and their duly authorized representatives shall have access to the books, documents, papers, and records which are directly pertinent to the specific IGA for the purpose of making audit, examination, excerpts, and transcript.

16.  Compliance with Applicable Law. Both parties shall comply with all federal, state, and local laws, regulations, executive orders and ordinances applicable to the Work under this IGA. Without limiting the generality of the foregoing, parties expressly agrees to comply with: (I) Title VI of Civil Rights Act of 1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990 and ORS 659.425; (iv) all regulations and administrative rules established pursuant to the foregoing laws; and (v) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Both party's performance under this IGA is conditioned upon either parties compliance with the provisions of ORS 279.312, 279.314, 279.316, 279.320, and 279.555, which are incorporated by reference herein.

17.  No Third Party Beneficiary. The CITY and DEQ are the only parties to this IGA and as such, are the only parties entitled to enforce its terms. Nothing contained in this IGA gives or shall be construed to give or provide any benefit, direct, indirect, or otherwise to third parties unless third persons are expressly described as intended to be beneficiaries of its terms.

18.  Indemnification. Within the limits of the Oregon Tort Claims Act, codified at ORS 30.260 through 30.300, each party agrees to indemnify and defend the other and its officers, employees, agents and representatives from and against all claims, demands, penalties and causes of action of any kind or character relating to or arising from this IGA, including the cost of defense, attorney fees arising in favor of any person on account of personal injury, death or damage to property and arising out of or resulting from the negligent or other legally culpable acts or omissions of the indemnitor, its employees, agents, subcontractors or representatives.

19.  Merger Clause. This IGA constitutes the entire agreement between the parties. No waiver, consent, modification or change of terms of this IGA shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification or change, if made, shall be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this IGA.

20.  BES Accounting Data. Vendor Number: GL Fund Number: Account: 529000

Center Code: 14522110 and/or 14514130 Amount: $150,000

 PTS: Various / 22 and/or 14 / Various / 14522110 and/or 14514130

  Proj. Org. TW CC

Executed in triplicate by the duly authorized representatives of the parties.

CITY OF PORTLAND            OREGON DEPARTMENT OF

ENVIRONMENTAL QUALITY

Elected Official or Delegate    Date        Authorized Signature    Date

Bureau Director        Date      Approved as to form by    Date

Office of Attorney General

City Auditor        Date

Approved as to form      Date

by City Attorney: