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 Board of Higher Education on behalf of Portland State University, hereafter called PSU.
This IGA is authorized pursuant to ORS 190.110 and becomes effective upon full execution of this document.
PURPOSE
BES and Portland State University desire to work together to plan and implement stewardship activities including: community grants, technical assistance for community based stewardship projects, community education and program evaluation.
By this IGA, Portland State University agrees to plan and implement stewardship projects that: improve the health of Portland rivers and watersheds; involve students and other community members in the care and stewardship of Portland rivers and watersheds; efficiently use resources to address these mutual concerns; build partnerships with other public and private agencies in addressing the needs confronting the health of Portland rivers and watersheds and BES agrees to reimburse Portland State University 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. Costs may be incurred from July 1, 2006. Unless earlier terminated or extended, this IGA shall expire when Portland State University’s completed performance has been accepted by BES, or June 30, 2007, whichever date occurs first.
2. Statement of Work. The statement of work, (the “Work”) including the delivery schedule for such Work, is contained in Attachment A. Portland State University agrees to perform the Work in accordance with the terms and conditions of this IGA.
3. Consideration. BES agrees to pay Portland State University a cost-reimbursable sum not to exceed $35,000 as allocated in Attachment B.
4. Project Representatives. Each party has designated a project manager to be the formal representative for this project. All reports, notices, and other communications required under or relating to this IGA shall be directed to the appropriate individual.
BES Portland State University
Project Manager: Jennifer Devlin Project Manager: Barry Messer
Organization: City of Portland Organization: Portland State University
Address: Environmental Services Address: College of Urban and Public Affairs
1120 SW Fifth Ave., Suite 1000 PO Box 751
Portland, OR 97204 Portland, Oregon 97202-0751
Phone: 503- 823-6182 Phone: 503-725-5179
Fax: 503-823-5344 Fax: 503-725-5572
Email: jenniferd@bes.ci.portland.or.us Email: messerb@pdx.edu
Contract Administrator: Martha Kierstead
Portland State University
Research and Sponsored Projects
PO Box 751 (ORSP)
Portland, OR 97207-0751
Phone: 503-725-8434
Fax: 503-725-3416
Email: kierstmj@pdx.edu
5. Subcontracts. Portland State University 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 Attachments, Attachment A, Work Statement and Attachment B, Budget. All Attachments 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. Portland State University shall submit itemized invoices to BES for reimbursement of services performed; noting the project and CITY IGA number and the allocation of costs in accordance with line items identified in Attachment 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 PSU has supplied correct information to the BES Project Manager.
D. Portland State University 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.
E. Invoices shall be submitted in duplicate, identifying the CITY IGA number to:
Jennifer Devlin
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 PSU.
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 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 joint property of PSU.
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 Portland State University 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 To the extent permitted by Oregon law (ORS 30.260 through 30.300) and the Oregon Constitution, Article XI, Section 7, PSU shall indemnify CITY against any liability for damage to life or property arising from PSU’s actions under this Agreement provided, however, PSU shall not be required to indemnify CITY for any such liability arising out of the wrongful or negligent acts of employees or agents of CITY.
20. 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.
21. BES Accounting Data. Vendor Number GL Fund Number 151 Account 529000
Center Code 145-32-008 Amount $35,000
PTS: ______/_______/______/_______
Proj. Org. TW CC
Executed in triplicate by the duly authorized representatives of the parties.
CITY OF PORTLAND PORTLAND STATE UNIVERSITY
Elected Official or Delegate Date Authorized Signature Date
Bureau Director Date Approved as to form by Date
General Counsel
City Auditor Date
Approved as to form by City Attorney: Date