PORTLAND STATE
UNIVERSITY
INTERGOVERNMENTAL AGREEMENT
LEARNING GARDENS LABORATORY
This Agreement is entered into between the City of Portland Office of Sustainable Development, hereinafter referred to as SPONSOR and the State of Oregon acting by and through the State Board of Higher Education on behalf of Portland State University, hereinafter referred to as UNIVERSITY.
RECITALS
WHEREAS SPONSOR desires to support the UNIVERSITY’S project entitled “60th Avenue Learning Gardens Laboratory” , in accordance with the SCOPE OF WORK hereunder;
WHEREAS the performance of such services is consistent, compatible and beneficial to the academic role and mission of UNIVERSITY;
Therefore, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:
ARTICLE I - SCOPE OF WORK
UNIVERSITY agrees to perform for SPONSOR the services described in ATTACHMENT A hereto, incorporated herein by reference.
ARTICLE II - AGREEMENT PERIOD
This Agreement shall become effective on the date of last signature and shall be completed by June 30th, 2006. Performance may be extended for additional periods by written mutual consent between the parties, so long as this Agreement is extended within 270 days of its expiration. Any extension after termination shall be retroactive to the date of termination. Costs may be incurred for this Agreement from July 1, 2005.
ARTICLE III - SCIENTIFIC PERSONNEL
Dilafruz Williams is responsible for the conduct of research under this Agreement for the UNIVERSITY. The UNIVERSITY shall not replace Pramod Parajuli without prior written approval of the SPONSOR.
ARTICLE IV – CONSIDERATION
SPONSOR agrees to pay UNIVERSITY for services performed under this Agreement in the FIXED amount of $125,000 DOLLARS. Payment shall be made according to the following schedule, subsequent to the submission of the progress reports described in ATTACHMENT A:
$65,000 Payable when this agreement is signed
$50,000 March 31, 2006
$10,000 June 30, 2006
Invoices for work accomplished under this Agreement shall be submitted in an original and two copies to:
Office of Sustainable Development, 721 NW 9th Ave #350 Portland OR 97209-3447.
SPONSOR certifies that sufficient funds are available and authorized to finance the costs of this Agreement. Payment shall be sent to Portland State University, Office of Business Affairs, Research Accounting, PO Box 751 (BO/RA), Portland, Oregon 97207-0751.
ARTICLE V - NOTICE
Any notice provided for under this Agreement shall be sufficient if in writing and delivered to the following addressee or to such other address as the receiving party hereafter shall specify in writing:
If to SPONSOR: If to UNIVERSITY:
Steve Cohen Martha Kierstead
Portland Office of Sustainable Development Contract Officer
721 NW 9th Ave #350 Office of Research and
Portland, OR 97209 Sponsored Projects
Portland State University
Portland, OR 97207-0751
ARTICLE VI - PERFORMANCE / REPORTING REQUIREMENT
UNIVERSITY is responsible for the performance of work and will provide progress reports as stated in ATTACHMENT A, SCOPE OF WORK. UNIVERSITY shall maintain fiscal records pertinent to this Agreement for at least three (3) years following completion of work under this Agreement. UNIVERSITY shall maintain all fiscal records relating to this Agreement in accordance with generally accepted accounting principles. In addition, UNIVERSITY shall maintain all other records pertinent to this Agreement in such a manner as to clearly document UNIVERSITY’S performance hereunder.
ARTICLE VII - PUBLICATION BY UNIVERSITY
UNIVERSITY retains the right to publish or present at meetings the results of research conducted by UNIVERSITY. In addition, UNIVERSITY may use, reuse, and analyze the data that were developed by the UNIVERSITY during the course of research performed under this agreement for teaching or research purposes.
ARTICLE IX - INDEMNIFICATION
To the extent permitted by Oregon Law (ORS 30.260 through 30.300) and the Oregon Constitution, Article XI, Section 7, UNIVERSITY shall indemnify SPONSOR against any liability for damage to life or property arising from UNIVERSITY’S actions under this Agreement provided, however, UNIVERSITY shall not be required to indemnify SPONSOR for any such liability arising out of the wrongful or negligent acts of employees or agents of SPONSOR.
To the extent permitted by Oregon Law (ORS 30.260 through 30.300) and the Oregon Constitution, Article XI, Section 7, SPONSOR agrees to be responsible, assume liability and indemnify UNIVERSITY for SPONSOR’S own wrongful or negligent acts or omissions, or those of its officers, agents, employees or representatives.
ARTICLE X - COMPLIANCE WITH LAWS
This Agreement shall be governed and construed in accordance with the laws of the State of Oregon. Any suit for enforcement shall occur, if in the state courts, in the Multnomah County Court having jurisdiction thereof, and if in the federal courts, in the United States District Court for the District of Oregon.
ARTICLE XI – ASSIGNMENT
Neither party shall assign or transfer any interest in this Agreement, nor assign any claims for money due or to become due during this Agreement, without the prior written approval of the other party.
ARTICLE XII - COPYRIGHT
UNIVERSITY may assert copyright on materials that it produces in the performance of the work of this agreement. If UNIVERSITY does asset a copyright on such materials, as part of the scope of work provided by UNIVERSITY under this Agreement, UNIVERSITY shall grant SPONSOR a non-transferable, irrevocable right to use the copyrighted materials, so long as SPONSOR's usage is not for commercial purposes. If SPONSOR's usage generates revenues in excess of its actual reproduction costs, then UNIVERSITY and SPONSOR shall negotiate the terms of a license to address how to reasonably share royalties.
ARTICLE XIII - PATENTS AND INVENTIONS
All rights to inventions or discoveries arising from research conducted under this Agreement shall belong to the UNIVERSITY and shall be disposed of in accordance with UNIVERSITY’S policies.
To the extent that UNIVERSITY has the legal right to do so, UNIVERSITY shall offer to SPONSOR a time-limited first right to negotiate an exclusive or non-exclusive, royalty-bearing license. If Sponsor does not elect to secure such license, rights to inventions disclosed hereunder shall be disposed of in accordance with UNIVERSITY policies with no further obligation to SPONSOR. Nothing contained in this Agreement shall be deemed to grant either directly or by implication, estoppel or otherwise any license under any patents, patent applications or other proprietary interests of any other invention, discovery or improvement of either party.
ARTICLE XIV – CERTIFICATIONS
By execution of this Agreement or acceptance of any payments under this Agreement, UNIVERSITY certifies that:
1. UNIVERSITY is not presently debarred, suspended, proposed for disbarment, declared ineligible or voluntarily excluded from covered transactions by any federal department or agency.
2. UNIVERSITY is not delinquent on the repayment of any federal debt.
3. UNIVERSITY is in compliance with Sections 5151 to 5160 of the Drug-Free Workplace Act of 1988 (P.L. 100-960, Title V, Subtitle D).
4. To the best of UNIVERSITY’S knowledge and belief:
(a) No federally appropriated funds have been paid or will be paid by or on behalf of the UNIVERSITY to any person for influencing or attempting to influence an officer or employee of any federal agency, a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan or cooperative agreement.
(b) If funds other than federally appropriated funds have been or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a member of Congress, an officer or employee of Congress, or any employee of a member of Congress in connection with this federally-funded contract, grant, loan or cooperative agreement, UNIVERSITY shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.
(c) UNIVERSITY shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.
ARTICLE XV - TERMINATION
This Agreement may be terminated by either of the parties hereto upon written notice delivered to the other party at least thirty (30) days prior to intended date of termination. By such termination, neither party may nullify obligations already incurred for performance or failure to perform prior to the date of termination. Payment to UNIVERSITY shall be prorated to and include the day of termination.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS AGREEMENT. NO AMENDMENT, CONSENT, OR WAIVER OF TERMS OF THIS AGREEMENT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY ALL PARTIES. ANY SUCH AMENDMENT, CONSENT, OR WAIVER SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. SPONSOR, BY THE SIGNATURE BELOW OF ITS AUTHORIZED REPRESENTATIVE, ACKNOWLEDGES HAVING READ AND UNDERSTOOD THE AGREEMENT AND SPONSOR AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth herein by their duly authorized representatives.
STATE OF OREGON ACTING BY AND
THROUGH THE STATE BOARD OF
HIGHER EDUCATION ON BEHALF OF
PORTLAND STATE UNIVERSITY
Name: _________________________________ Name:
Martha Kierstead Dan Saltzman
City of Portland
Title: Contract Officer Title: Commissioner of Public Affairs
Date: Date:
Employer Tax ID Number : 48-1278529 Primary Contact Person: Steve Cohen
Phone Number: 503-725-8434 Phone Number: 503-823-7530
Fax Number: 503-725-3416 Fax Number: 503-823-5311