City Auditor - City Recorder - Council Ordinance - 180310 PPS District 1 & HAP John Ball Elementary school purchase contract

INTERGOVERNMENTAL AGREEMENT

BETWEEN THE HOUSING AUTHORITY OF PORTLAND, PORTLAD PUBLIC SCHOOLS AND THE CITY OF PORTLAND FOR FINANCING OF THE NEW REPLACEMENT SCHOOL

This Intergovernmental Agreement (“IGA”), authorized pursuant to ORS 190.110, is entered into this __________________, by and between the Housing Authority of Portland, a municipal corporation organized under Oregon Law, hereafter called HAP, the City of Portland, hereafter called CITY, and the Portland Public School District, hereafter called PPS.

RECITALS

A. The CITY has partnered with the HAP to transform the former Columbia Villa housing project into New Columbia, a vibrant, mixed income community for approximately 2,600 people, of whom 500 are estimated to be elementary school students; and

B. PPS and the HAP seek to replace the inadequate current Ball Elementary School, with a new school on the New Columbia site; and

C. The proposed new Ball Elementary School, will be part of an expanded Community Campus, including a new Boys and Girls Club and a renovated University Park Community Center providing a new gymnasium, all of whom will share facilities to maximize the public benefits of the facilities; and

D. The collaboration combined HAP, PPS, the CITY, Boys and Girls Club, and private funds with the use of Federal New Market Tax Credits to pay for the new school will provide Portland taxpayers with a very good value for their tax dollars; and

E. The CITY desires ownership of the abandoned Ball Elementary in order to retain the building and site in the public domain to enhance the livability of the neighborhood and the broader community.

F. In light of these common objectives, HAP (Resolution 05-10-01, Dated 10/11/05 , PPS Resolution Dated 10/01/05 and City Ordinance No.. ____________have authorized this IGA.

AGREEMENT

1. Effective Date. This IGA is effective from the date that all parties have executed this agreement.

2. John Ball Elementary Sale. PPS agrees to sell and CITY agrees to purchase the John Ball Elementary School site for the sum of $800,000.00 with a closing of the sale no later than October 31, 2006. A purchase and sale agreement will be prepared between PPS and CITY reflecting the agreement to sell. The sale is contingent upon receiving an acceptable title report regarding the property and the City Attorney’s office is authorized to accept or reject that report on behalf of the City.

3. Financing. CITY agrees to provide funding to HAP in the sum of $600,000.00 which constitutes (a) reimbursement for a bridge loan in the sum of $300,000.00 reimbursing HAP, and (b) compensation to HAP for the “Demolition” as defined below, of the Ball Elementary School Site. Payment will be made to HAP by October 31, 2006.

4. Demolition. HAP agrees to perform “demolition” of the John Ball Elementary school site.

a. For purposes of this agreement, the term “demolition” means that HAP will demolish and remove the school building and all related structures form the School Site.

b. HAP accepts no liability for the demolition, except for property damage and personal injuries caused as a result of the demolition. However, HAP is not responsible for other liabilities, including, but not limited to, environmental liability for preexisting conditions on the Ball Elementary School Site and conditions which may arise by reason of the Demolition.

c. HAP shall begin demolition immediately after it receives notification from the City asking it to proceed with demolition. Demolition shall be completed with 60 calendar days.

5. 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. Commissioner Saltzman, or his designee, is authorized to amend this IGA provided it does not increase the cost to the City.

6. 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.

7. Choice of Venue. Oregon law, without reference to its conflict of laws provisions, 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.

8. 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.

9. No Third Party Beneficiary. HAP, CITY and PPS 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.

10. 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.

IN WITNESS WHEREOF, the duly authorized representatives of HAP, PPS and CITY have executed this Contract in triplicate as of the date and year first above written.

CITY OF PORTLAND HOUSING AUTHORITY OF

PORTLAND

______________________________________ ____________________________________

Authorized Signature Date Authorized Signature Date

PORTLAND PUBLIC SCHOOLS

DISTRICT

______________________________________

Authorized Signature Date