First Addendum to

Intergovernmental Agreement

Between

CITY OF PORTLAND, OREGON

And

OREGON HEALTH AND SCIENCE UNIVERSITY

For the Portland Aerial Tram Operations

This First Addendum to the Intergovernmental Agreement for Portland Aerial Tram Operations is between the City of Portland, Oregon (“City”), a municipal corporation of the State of Oregon and Oregon Health and Science University (“OHSU”), a public corporation of the State of Oregon and is effective this ____ day of December, 2006.

RECITALS

WHEREAS, the Portland City Council approved and the parties executed an Intergovernmental Agreement dated August 14, 2006 defining the roles and responsibilities of the City and OHSU regarding operations of the Portland Aerial Tram (the “Agreement”); and

WHEREAS, the parties in that Agreement agreed that issues relating to Tram Operations would be the subject of further agreements; and

WHEREAS, the Agreement contemplates the possible delegation to OHSU of “Person in Charge” authority for purposes of enforcing regulations or rules of conduct on the Tram and upper and lower stations; and

WHEREAS, OHSU has requested the “Person in Charge” authority for its own purposes to enforce the Tram Regulations for the safety and protection of OHSU property, employees, visitors and business interests;

NOW, THEREFORE, in consideration of the mutual covenants and other considerations contained herein, the parties hereto agree as follows:

AGREEMENT

Section 1. The Agreement is attached hereto, incorporated herein by reference and fully applicable to this First Addendum to the Intergovernmental Agreement (“First Addendum”), including but not limited to all defined terms in the Agreement and the following:

 Section 14. Public Forum. The Parties recognize that the Tram, Tramway, and upper and lower stations are not public forums and it is not their intent to open or create a public forum in such places.

To the extent the terms of this First Addendum appear inconsistent or are in conflict with the terms of the Agreement, the terms of the Agreement govern.

Section 2. OHSU, and in particular the OHSU President and the President’s designee, is designated the “Person in Charge” of the Tram, as that term “Person in Charge” is defined in ORS 164.205.

 2.1. OHSU, its officers, employees, subcontractors or agents who are “Person in Charge” of the Tram are not officers, employees or agents of the City as those terms are used in ORS 30.265. Further, OHSU shall make no claim that it is an officer, employee or agent of the City.

 2.2. OHSU agrees to indemnify, hold harmless and defend City, its officers, employees and agents from and against all claims, suits, actions of whatsoever nature, damages or losses, resulting from or arising out of the activities of OHSU, its officers, employees, agents, or designees under this Agreement

 IN WITNESS WHEREOF, the parties have executed this First Addendum to be effective for the dates noted herein.

CITY OF PORTLAND      OREGON HEALTH AND SCIENCE              UNIVERSITY

By:            By:          

 Tom Potter, Mayor    Steve Stadum,

    Chief Administrative Officer

Date:    Date:          

Approved as to Form for City      Approved as to Form for

     Oregon Health and Science University