City Auditor - City Recorder - Council Ordinance - 182537 Metro Willamette Greenway Trail at Willamette Cove contract

INTERGOVERNMENTAL AGREEMENT

METRO

and

CITY OF PORTLAND

Bureau of Parks & Recreation

Trail Alignment on Metro Open Spaces Properties

This Intergovernmental Agreement (“Agreement”) dated this day of August 2008, is by and between Metro, located at 600 Northeast Grand Avenue, Portland, Oregon 97232-2736, and City of Portland, by and through the Bureau of Parks & Recreation, located at 1120 Southwest Fifth Avenue, Suite 1302, Portland, Oregon 97204 (“City”).

RECITALS:

WHEREAS, on May 16, 1995, voters approved Ballot Measure 26-26 authorizing Metro, a metropolitan service district organized under the laws of the State of Oregon and the 1992 Metro Charter, to issue up to $135.6 million in general obligation bonds for the protection of open spaces, parks and streams; and,

WHEREAS, approximately 8,000 acres of land have been purchased to date, including Willamette Cove in North Portland; and,

WHEREAS, the City and Metro have both committed to partnership wherever possible on completing the Willamette Greenway, including the section in North Portland; and

WHEREAS, the City of Portland Bureau of Parks & Recreation has been working with the North Portland Greenway group to identify trail linkages through Willamette Cove; and

WHEREAS, Metro and the City acknowledge that they have authority to enter into this Agreement pursuant to the powers contained in their respective charters and in ORS 190.010;

NOW, THEREFORE, the parties hereby agree as follows:

AGREEMENT

Section A. Responsibilities

City responsibilities: The City is willing to manage a project to further refine the trail alignment location and prepare cost estimates for the capital project necessary to complete the trail on Willamette Cove (see scope of work, Exhibit A). The City will hire consultants, review work products, and work with the public toward this end.

Metro responsibilities: Metro is willing to contribute a total of ten thousand dollars ($10,000) toward this project. In no event shall Metro pay more than $10,000 for the project as described herein.

Metro will also provide background documentation as available, including past surveys, management history, etc.

Project Managers:

Metro City

Mary Anne Cassin Sue Donaldson

Metro Regional Parks and Greenspaces Portland Parks & Recreation

600 N.E. Grand Ave. 1120 S.W. Fifth Ave., Ste. 1302

Portland, OR 97232-2736 Portland, OR 97204

Section B. Payment and Schedule

1. The City will invoice Metro for services as they are provided at a frequency no greater than once a month.

2. No additional overhead or administration cost associated with personnel hours will be charged to Metro.

3. The maximum amount that the City shall invoice Metro for the project under this Agreement shall not exceed $10,000.

4. The effective date of this Agreement is June 16, 2008 to June 30, 2009. All work tasks shall be completed by June 30, 2009.

Section C. General Obligations

1. Indemnification. The City shall defend, indemnify and hold harmless Metro and its officers, agents and employees, for, from, and against any and all loss, damages, injury, property damage, expenses, judgments, claims, penalties, fines, actions, or liability, whether arising in tort, contract or by operation of any statute or common law, arising out of or in any way connected to the wrongful acts of the City’s officers, agents and employees acting within the scope of employment or duties in performance of this Agreement, subject to the limitations and conditions of the Oregon Tort Claims Act ORS Chapter 30.

Metro shall defend, indemnify and hold harmless the City and its officers, agents and employees, for, from, and against any and all loss, damages, injury, property damage, expenses, judgments, claims, penalties, fines, actions, or liability, whether arising in tort, contract or by operation of any statute or common law, arising out of or in any way connected to the wrongful acts of Metro’s officers, agents and employees acting within the scope of employment or duties in performance of this Agreement, subject to the limitations and conditions of the Oregon Tort Claims Act ORS Chapter 30

2. Oregon Constitution and Tax Exempt Bond Covenants. The source of Metro funds for this project is from the sale of voter-approved general obligation bonds that are to be paid from ad valorem property taxes exempt from the limitations of Article XI, section 11(b), 11(c), 11(d), and 11(e) of the Oregon Constitution, and that the interest paid by Metro to bond holders is currently exempt from federal and Oregon income taxes. The City covenants that it will take no actions that would cause Metro to be unable to maintain the current status of the real property taxes as exempt from Oregon’s constitutional limitations or the income tax exempt status of the bond interest. In the event the City breaches this covenant, Metro shall be entitled to what ever remedies are available to either cure the default or to compensate Metro for any loss it may suffer as a result thereof.

3. Law of Oregon. This Agreement shall be governed by the laws of the state of Oregon, and the parties agree to submit to the jurisdiction of the court of the state of Oregon. All applicable provisions of ORS chapters 187 and 279, and all other terms and conditions necessary to be inserted into public contracts in the state of Oregon, are hereby incorporated as if such provisions were a part of this Agreement including but not limited to ORS 279.015 to 279.320.

Specifically, it is a condition of this Agreement that Metro, the City and all employers working under this Agreement are subject employers that will comply with ORS 656.017 as required by Oregon Laws 1989, chapter 684.

4. Assignment. Neither party shall assign any of its responsibilities under this Agreement without prior written consent from the other party, except that both Metro and the City may subcontract for performance their respective responsibilities under this Agreement only as set forth herein.

5. Severability. If any covenant or provision in this Agreement shall be adjudged void, such adjudication shall not affect the validity, obligation, or performance of any other covenant or provision which in itself is valid, if such remainder would then continue to conform with the terms and requirements of applicable law and the intent of this Agreement.

6. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter set forth herein, and supersedes any prior oral or written agreements or representations. No waiver, consent, modification or change of terms of this Agreement shall bind either party unless in writing and signed by both parties.

IN WITNESS WHEREOF, the parties hereto have set their hands on the day and year set forth above.

CITY OF PORTLAND METRO

By: ___________________________ By: ______________________

Title: _________________________ Michael Jordan, COO

Date:__________________________ Date:______________________

By: __________________________

Title: _________________________

Date:__________________________

By: __________________________

Title: _________________________

Date:__________________________

By: ___________________________

Title: __________________________

Date:___________________________