INTERIM TRAM FUNDING AGREEMENT

PRECONSTRUCTION AND ENGINEERING SERVICES

 

 

   This Agreement for Interim Tram Funding (“Agreement”) is between the City of Portland, OR Office of Transportation (“City”) and Oregon Health and Science University (“OHSU”), a public corporation of the State of Oregon for purposes of funding Preconstruction and Engineering Services for the Marquam Hill Aerial Tram (“Tram”).

 

RECITALS:

 

1)  OHSU has agreed upon and executed a Development Agreement with the Portland Development Commission (PDC); River Campus Investors, LLC; North Macadam Investors, LLC; and Block 39, LLC, dated August 14, 2003 (the “Development Agreement”). Defined terms used in this Interim Tram Funding Agreement (the “Agreement”) and not separately defined in this Agreement, have the meaning given them in the Development Agreement.

2)  The Development Agreement provides that one of the Basic Contingencies is approval of the Tram by the City, and the approval and execution of an agreement between Portland Office of Transportation (PDOT) and Portland Aerial Transportation, Inc. (PATI) pursuant to which PATI will manage the design of the Tram. The Development Agreement provides that one of the Project Contingencies to the funding and construction of the Tram is the execution of the Tram Construction Funding Agreement among PDC, PDOT and OHSU. The Tram Construction Funding Agreement will supersede this Agreement.

3)  The funding for the design and construction of the Tram is set forth in the Funding and Financing Plan which is an exhibit to the Development Agreement. In general, the design and construction of the Tram is to be funded as follows: a $9.0 million contribution from OHSU; a $2.0 million contribution from PDC; and $4.5 million of proceeds from bonds secured by an LID. PDC has entered into an Intergovernmental Agreement with PDOT pursuant to which PDC has assigned to PDOT, and PDOT has assumed certain obligations, including management of the design and construction of the Tram and funding PDC’s contribution to the Tram.

4)  The City is prepared to enter into an Agreement for Preconstruction and Engineering Services with Doppelmayr-CTEC for design of the Tram system.

5)  The City is not willing to enter into the Agreement for Preconstruction and Engineering Services unless OHSU and PDOT have agreed to periodically fund the payments to Doppelmayr-CTEC required by the Agreement for Preconstruction and Engineering Services. The Tram Construction Funding Agreement will provide City those assurances; however, that agreement will not be executed for a period of time. In the interim, the City needs to commence its work and, therefore, needs an assurance of interim funding. OHSU is entering into this Agreement to assure the City that OHSU will provide its share of the needed interim funding.

AGREEMENT

SECTION 1    CITY OBLIGATIONS

City agrees to promptly enter into and perform its obligations under the Agreement for Preconstruction and Engineering Services with Doppelmayr-CTEC.

SECTION 2    PRIOR OHSU ADVANCES

OHSU has previously advanced funds to the project through Portland Aerial Transportation, Inc. (PATI). This Agreement does not change PATI’s obligation to reimburse OHSU funds that have been previously advanced by OHSU.

SECTION 3    FUNDING ALLOCATION

OHSU and PDC have agreed in the Funding and Financing Plan that OHSU shall be obligated to fund $9.0 million (or 58.06%) of the Tram’s cost, and that PDC (through PDOT) shall be obligated to fund $2.0 million (or 12.9%) of the Tram’s cost. However, until the Local Improvement District is formed and $4.5 million of bond proceeds are realized, OHSU and PDC have agreed to fund the amounts required to be paid to the City under this Agreement in the proportions of their relative combined funding obligations which are 81.82% (9/11ths) for OHSU and 18.18% (2/11ths) for PDC. This interim funding allocation does not alter the funding allocation set forth in the Funding and Financing Plan contained in the Development Agreement.

SECTION 4    INTERIM PAYMENTS

The Agreement for Preconstruction and Engineering Services provides that Doppelmayr-CTEC shall submit invoices periodically to the City and that valid invoices shall be paid within thirty (30) calendar days. City agrees to submit to OHSU a copy of each invoice and supporting information.

Invoices shall be submitted at the completion of the submittal of design documents at each of the following stages of design of the Tram:

       50% Schematic Design  December 19, 2003

       100% Schematic Design  January 23, 2004

       50% Design Development  March 5, 2004

       100% Design Development  April 30, 2004

 

Each invoice will be in the amount of 25% of the total compensation due Doppelmayr-CTEC which is $487,500.00.

   

Within fifteen (15) business days after City has paid the invoiced amount (or that portion of the invoiced amount approved by City), as evidenced by a copy of City’s check faxed to OHSU, then OHSU shall pay its share of the invoiced amount (or that portion of the invoiced amount approved by City) to the City.

SECTION 5    RELATIONSHIP TO DEVELOPMENT AGREEMENT

This Agreement is not and shall not be construed as: a waiver of a Basic Contingency by OHSU; the determination by OHSU that a Basic Contingency has been satisfied; a waiver of a Project Contingency by OHSU; a determination by OHSU that a Project Contingency has been satisfied; or any modification of the Development Agreement.

SECTION 6    TERM OF THIS AGREEMENT

This Agreement shall terminate upon the earlier of: December 31, 2004, any termination of the Agreement for Preconstruction and Engineering Services with Doppelmayr-CTEC, or the execution of the Tram Construction Funding Agreement.

SECTION 7    GENERAL PROVISIONS

7.1  Complete Agreement. This Agreement is the complete agreement between OHSU and the City with respect to the interim funding of the costs of the Tram.

7.2  Notices. A notice of communication to the parties shall be in writing and given by fax or by first-class mail as follows:

OHSU:  Oregon Health & Science University
General Counsel, L 585
3181 SW Sam Jackson Park Road
Portland, Oregon 97201
Attn: Mr. Steven D. Stadum
Fax: 503-494-8935

CITY:  Matthew E. Brown

 Office of Transportation

 1120 SW 5th Avenue, Suite 800

 Portland, OR 97204  

 

 

AGREED TO THIS _____DAY OF DECEMBER 2003.

 

 

OREGON HEALTH AND SCIENCE UNIVERSITY

 

BY:_______________________________________  Approved as to form:

 

TITLE:____________________________________  __________________

               Legal Counsel

 

 

 

CITY OF PORTLAND

 

BY:______________________________________    Approved as to form:

 

TITLE:___________________________________    __________________

               City Attorney

 

ATTEST:_________________________________

   City Auditor