Tigard Noon Rotary Club And The Tigard Rotary Breakfast Club ~ AG183002 ~ City Of Tigard Rotary Clock City of Tigard Rotary Clock
Agreement
This Agreement is entered into by and between the Rotary Clubs of Tigard—including the Tigard Noon
Rotary Club and the Tigard Rotary Breakfast Club(together"Rotary")—and the City of Tigard ("City'),
jointly referred to as the Parties.
Recitals
1. The City has negotiated a 99-year lease with the Oregon Department of Transportation
("ODOT")for the use of an abandoned rail right-of-way along Tigard Street from Main Street to
Tiedeman Avenue.
2. The City has included plans for a trail along this right-of-way in the Parks Master Plan,the Trail
System Master Plan,the Transportation System Plan,the City Center Urban Renewal Plan,and
adopted Council Goals.
3. The City desires to make the Main Street end of this trail a public gathering space in the form of
a plaza,which was designated by the Tigard City Council as"Rotary Plaza."
4. Rotary has expressed a desire to provide a custom-designed and fabricated clock for the plaza to
celebrate the trail,the history of Tigard,and the contributions made by Rotary to the
community(the"Clock").
Agreement
NOW THEREFORE, in consideration of the mutual covenants contained herein,and other good and
valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the Parties agree
as follows:
A. Recitals: The recitals are acknowledged as true and correct and are incorporated and are made
a part hereof.
B. Temporary Agreement:This Agreement is a temporary agreement until such time as the City
implements its new Code chapter regarding encroachments within public rights of way. Within
30 days of the effective date of the ordinance adopting the encroachment permit chapter,
Rotary will apply to the City for an encroachment permit for the Clock. The City may grant an
extension to the 30 days in its discretion.
C. ODOT Lease: The Parties recognize that the property upon which the Clock will be located is
subject to a lease from ODOT-Rail to the City(the"Lease"). In the event ODOT-Rail or Portland
&Western Railroad requires removal of the Clock pursuant to the terms of the Lease, Rotary
agrees to comply with all timelines established in the Lease.
D. City Responsibilities: City agrees to:
1. Review Rotary's proposed installation of the Clock in the plaza at the Main Street end of
the Tigard Street Heritage Trail,as shown in Exhibit A,attached and incorporated by
reference. The location for placement of the Clock is identified on Exhibit B,attached
and incorporated by reference. The Clock and all appurtenances will be self-contained
within the footprint as shown in Exhibit B, except for a control panel to be placed at a
location external to the footing,subject to review and approval by the City. Any
modifications to the clock design not shown in Exhibit A shall require prior city approval.
2. Pour the footing for the Clock as part of the City's construction of the plaza. City will
provide Rotary with a copy of the invoice for the actual costs incurred for the
installation of the footings.
3. Coordinate installation of the Clock with Rotary consultants and City consultants.
4. Provide a 120-volt, 20-amp connection to the Clock at the location denoted in Exhibit B.
The City will not provide other utilities,attachments,or structures unless approved in
advance.
5. Negotiate an Operations and Maintenance agreement with Rotary for the Clock prior to
the clock's installation. One intent of the Operations and Maintenance agreement is for
Rotary and the City to coordinate a volunteer program to clean the Clock on a regular
basis and provide for routine maintenance,consistent with the Clock manufacturer's
recommendations.The agreement shall also include terms for the funding of
maintenance. The future Operations and Maintenance agreement may also be included
as part of an encroachment permit or replaced by such permit.
6. Rotary has proposed to add a chime mechanism to the Clock that includes external
infrastructure,including conduit and speakers.City is currently evaluating such a
request and will make a decision prior to the installation of the Clock. If approved,
operation of the chime mechanism will be subject to the terms of the Operations and
Maintenance agreement or encroachment permit
E. Rotary Responsibilities: Rotary agrees to:
1. Provide the Clock described in Exhibit A to be included as part of Rotary Plaza at the
Main Street end of the Tigard Street Heritage Trail.
2. Ensure the Clock conforms to the location, placement,and design as indicated on
Exhibits A and B.
3. Install the Clock on the footings at the predetermined and agreed-upon location shown
in Exhibit B,at a time to be determined and approved by the City. Rotary agrees to store
the Clock until the approved installation date.All storage and installation costs are to be
the sole responsibility of Rotary. In the event Rotary contracts for the installation of the
Clock, Rotary will be solely responsible for the selection and management of the
contractor.
4. Reimburse the City for actual costs incurred by the City in the installation of the footing
and any related appurtenances and infrastructure necessary for the installation of the
Clock at the location denoted in Exhibit B. City will provide Rotary with an invoice
showing the actual costs for the footings. Rotary will reimburse City within 30 days of
the date of invoice.
5. Coordinate all communication related to the Clock and Clock installation directly to the
City's project managers.
6. Negotiate an Operations and Maintenance agreement with the City for the Clock prior
to installation.
7. Apply to the City for an encroachment permit for the Clock within 30 days of the
effective date of the ordinance implementing the new encroachment permit chapter.
F. Approvals: City has sole approval authority over any design modifications to the Clock. Rotary
will provide City with design and engineering plans and specifications for all Clock elements for
City approval prior to May 30, 2018. Failure to comply with this timeline may result in the City's
inability to consider such a request.
G. Modification of Agreement: No waiver,consent, modification or change of terms of this
Agreement shall be binding unless in writing and signed by both Parties.
H. Indemnification: Except to the extent caused by the negligence or willful misconduct of the City,
Rotary hereby indemnifies and agrees to defend and hold harmless the City from and against all
liabilities, damages,claims,costs,and expenses whatsoever(including reasonable attorney's
fees and court costs at all trial and appellate levels, but excluding consequential,special,
punitive and similar type damages)arising out of or in connection with this Agreement.
I. Term of Agreement: The term of this Agreement is from the date of execution by both Parties
until Rotary's receipt of an encroachment permit from the City. The indemnification obligations
in Section H survive termination or expiration of this Agreement.
J. Dispute Resolution:The Parties will attempt to informally resolve any dispute concerning any
Party's performance or decisions under this Agreement,or regarding the terms,conditions or
meaning of this Agreement.The Parties agree that in the event of an impasse in the resolution
of any dispute,the issue will be submitted to the Tigard Noon Rotary Club President and the City
Manager for recommendation or resolution. If resolution cannot be reached,a neutral third
party may be used if the Parties agree to facilitate these negotiations.
TIG D ROTAR EAKFAST CLUB CITY OF TIGARD
Signed: Signed:`--Mde
Name: JAr�S c6s[4/1, Name: Gy- �
Its: pno-s ijool, — Its:
I Date: � Date:
(7'
TIGARD NOON ROTARY CLUB
I Signed:
Name:
Its: �lyx eA
i
Date: