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HomeMy WebLinkAboutAgreement Miscellaneous 7/2/2008 INDEMNIFICATION AND HOLD HARMLESS! AGREEMENT FOR INITIAL SITE WORK TO PROCEED BY LTD FOR TRANSIT FACILITIES ON GATEWAY MALL PROPERTY PRIOR TO EXECUTION OF DEVELOPMENT AGREEMENT PARTIES: Lane Transit District PO Box 7070 Eugene, OR 97401 . (hereinafter "L TD") City of Springfield a municipal corporation of the State of Oregon 225 Fifth Street Springfield, OR 97477 (hereinafter "City') This Agreementand Indemnification is made with reference to the following facts: 1. L TD received Tentative Site Plan Approval from the City for relocating the Gateway Mall Transit Platform from an interior site on the Gateway Mall property (administered by General Growth Properties) to the west edge of Gateway Street between Umpqua Bank and the Roadhouse Grill as part of the proposed EMX system in North Springfield. , ' 2. LTD would typically have up to 90 days to address the Conditions of Approval of the Tentative Site Plan and submit a final site plan at which time the City and LTD would execute a development agreement and subsequently issue building permits. 3. One of the conditions of Tentative Site Plan Approval is the dedication of additional publiC right-of-way for Gateway Street and a Development Agreement between L TD and City regarding the operation of the EMX system in North Springfield. 4. The required right-of-way dedication is still under review by General Growth Properties, the owner/manager of the Gateway Mall and this review has delayed submittal of the final site plan beyond the required 90 days. 5, General Growth Properties and L TD have a separate licensing agreement for operation and maintenance of the transit facilities on the Gateway Mall property: '. · , . , .". ,,,. 6. City and the Gateway Mall (General Growth Properties) wish, to accommodate L TD's project scheduling and both City and Gateway Mall have agreed to conditionally allow initial site work to proceed on the Gateway Mall property prior tc? the execution of a Development Agreement between LTD and City.' , 7. The initial site work invqlved includes at grade reconfiguration of the parking lot, removal and installation of some landsGaping islands, installation ofa pedestrian'walkwaywith canopy, and extension of underground utility lines (primarily electrfdl))" ' .' "~:'" . . .\ ,..,' - "" Page 1 -, INDEMNIFICATION AND HOLD HARMLESS/AGREEMENT FOR INmAL SITE WORK TO PROCEED BY LTD FOR -TRANSIT FACILmES ON GATEWAY MALL PROPERTY PRIOR TO EXECUTION OF DEVELOPMENT AGREEMENT uate Received: 7-2-D'6 Planner: M..- 8. L TD would like to proceed with the initial site work prior to the execution of a Development Agreement between LTD and City. Based upon the foregoing Recitals 1 through 8, which are hereby made a part of this agreement, City and L TD have agreed that L TD may proceed with the initial site work as more particularly described in Exhibit A upon the execution of an Indemnification and Hold Harmless by LTD. Accordingly, in consideration for allowing initial site work as more particularly described and set forth in Exhibit A to proceed on the Gateway Mall property for the relocation of the Gateway Mall transit platform from the interior of Gateway Mall to the west edge of Gateway Street between Umpqua Bank and the Roadhouse Grill, LTD hereby proVides the following Indemnification: INDEMNIFICATION. To the extent allowed by the Oregon Constitution and the Oregon Revised Statutes, Lane Transit District agrees to defend, indemnify, and save the City of Springfield harmless from any claims, liability or damages including attorney fees arising out of any error, omission or act of negligence on the part Lane Transit District, its officers, agents, or employees in the performance of the site work permitted by this Agreement. STATUS. In accomplishing the site work specified in this Agreement (and any associated services) Lane TransitDistrict is a public body and maintains its public body status as specified in ORS 30.260. Lane Transit District retains all immunities and privileges granted it by the Oregon Tort Claims Act (ORS 30.260 through 30.295) and any and all other statutory rights granted as a result of its status as a local public body. RESTORATION. In the event that the relocation of the Gateway Mall transit platform is not agreed upon by General Growth and LTD,is not completed for any reason or does not diligently proceed within 1 year from the date of this agreement, L TD shall at its expense reasonably restore the site to its original state, subject to agreement with City and General Growth. INDEMNITOR: LANE TRANSIT DISTRICT d:l( By: Its: Gene ra 1 Manaqe r' I INDEMNITEE: CITY OF SPRINGFIELD ~~~ City~gA~ ,4/(. REVIEWEIl & APPROVED' , AS TO FORM ~"'>~~ '\ I.. \!:/'\\'-\ DATE:_:L\,1J"'~ OfFICE OF CITY ATTORNEY Page 2 - INDEMNIFICATION AND HOLD HARMLESS/AGREEMENT FOR INmAL SITE WORK TO PROCEED BY LTD ~OR TRANSIT FACILmES ON GATEWAY MALL PROPERTY PRIOR TO EXECUTION OF DEVELOPMENT AGREEMENT",,".' -. ~.. ..,. .-.... . '. ~ -. :1, I., .1.1....