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Memorandum of Understanding Palouse Trail Construction Project - 1. Parties. This Memorandum of Understanding ("MOU") is between the Regents of the University of Idaho, a public corporation, st<:te educational institution and body politic and corporate organized and existing under the Constitution and laws of the State of Idaho ("UNIVERSITY") and the City of Moscow, a municipal corporation of the State of Idaho ("CITY"). 2. Purposes of this MOU are to: a) Define the responsibilities and expectations of the Parties in designing and constructing a section of the Palouse Trail (PT) for pedestrian and non motorized travel and recreation use on the abandoned railway in Moscow, parallel to Highway 8 from the state line East to Perimeter Drive. b) Establish conditions of use of UNIVERSITY property where the PT joins the UNIVERSITY bike path at Perimeter Drive. 3. Funding for design and construction of the Project will be provided equally by UNIVERSITY and CITY each furnishing 50% of the project cost remaining after any grant funds, or donations have been spent. Maximum funding for each party is expected to be no more than $45,000. 4. Goal of the Project is to provide construction of the portion of the PT between the Idaho/Washington state line and Perimeter Drive. 5. Objectives of the Project include: a) To provide a convenient paved trail for pedestrian and non-motorized travel between Moscow, Idaho and Pullman, Washington. b) To provide a trail for recreational use for the students of UNIVERSITY and the citizens of the CITY. 6. Description of the Project: 3/4/97 a) Provide design and construction of the portion of the PT from the Idaho/Washington state line to Perimeter Drive in Moscow, Idaho. b) c) Connect with the Washington portion of the PT at the state line with a trail of similar construction and size on the Idaho portion of the PT. Connect with the UNIVERSITY bike path currently ending at Perimeter Drive on the South side of Paradise Creek. This will include a section of the PT to run parallel with Perimeter Drive from the UNIVERSITY bike path North to the abandoned railroad corridor where it will turn West and continue to the state line. 97-21 ---PAGE BREAK--- Memorandum of Understanding Palouse Trail Construction Project . 7. Roles and Responsibilities of the Parties: a) UNIVERSITY agrees to: _ i) Provide access to employees and contractors of the CITY for the purposes of constructing the PT to the UNIVERSITY bike path. ii) Provide a share of the cost of design and construction of the project equal to the CITY's participation. This share is expected not to exceed $45,000. iii) Participate in CITY's selection of design firm. iv) Review plans during design development and at final stages of construction document preparation, and submit comments to the CITY. b) CITY agrees to: i) Contract with design firm and construction firm as the lead agency, for completion of the project. ii) Administer and oversee design and construction of the project. iii) Provide a share of the cost of design and construction of the project equal to the UNIVERSITY's participation. It is expected that the CITY share will be no more than $45,000. iv) Apply for grants to participate in the cost of the project. v) Invite UNIVERSITY review and comment in selection of design firm and during development of construction documents. 8. Project Benefits include: · • a) Creation of a portion of a public trail for transportation and recreational use for the residents of the Palouse area. b) Providing an alternative to motorized vehicle transportation between Moscow, Idaho and Pullman, Washington and the University of Idaho and Washington State University. c) Providing safe and enjoyable space for recreational activities. 9. Project Maintenance and Operation. a) Maintenance and Operation (M&O) will be provided by the "Agreement for sharing Maintenance and Operation Costs, and Implementing Operational Procedures for the Palouse Trail," attached as Exhibit This intergovernmental agreement allows the City of Pullman, Washington, City of Moscow, Idaho, Whitman County, Washington, University of Idaho and Washington State University to share the cost and operation of the PT, including the section of trail construction under this MOU. 3/4/97 2 of,.r·r ---PAGE BREAK--- Memorandum of Understanding Palouse Trail Construction Project - 10. Amendment to this MOU. a) Proposed changes will be submitted. in the form of an amendment, and will take effect upon the written agreement of all Parties to the MOU. b) Either of the Parties may propose changes to this MOU. 11. Term. a) This MOU will terminate at the completion of the project. b) If, for any reason the project cannot be completed, the parties agree to renegotiate the condition in which the partially built trail will be left and each party shall be responsible for its equal share of the debts incurred before the termination date. 12. Additional Parties may be added to this MOU if they agree to all portions of this agreement and if existing Parties agree they may be added. 13. Notices. Any notice under this MOU shall be in writing and be delivered in person or by public or private courier service or by facsimile. All notices shall be addressed to the Parties at the following addresses or at such other addresses as the Parties may from time to time direct in writing: a) Notice to CITY will be provided to: Director of Parks and Recreation P.O. Box 9203 Moscow, Idaho 83843 Telephone (208) 833-7085 b) Notice to UNIVERSITY will be provided to: Director of Facilities Management Facilities Management University of Idaho Moscow, Idaho 83844-1231 Telephone (208) 885-6246 14. Venue: Governing Law. It is specifically negotiated and agreed between the Parties that in the event any legal proceeding shall be instituted between them, such legal proceeding shall be instituted in the courts of the County of Latah, the State of Idaho, and each of the parties agrees to submit to the jurisdiction of such courts. It is further agreed that this MOU shall be governed by the laws, including conflicts of laws, in the State of Idaho as an agreement to be performed within the State of Idaho. 3/4/97 3 of/) ---PAGE BREAK--- Memorandum of Understanding Palouse Trail Construction Projet 15. Severability. If any term or provision of this MOU shall, to any extent be determined by a court of competent jurisdiction to be inyalid or unenforceable, the remainder of this MOU shall not be affected thereby, and each term and provision of this MOU shall be valid and be enforceable to the fullest extent permitted by law; and it is the intention of the parties hereto that if any provision of this Agreement is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, the provision shall have the meaning which renders it valid. 16. Indemnity. 3/4/97 a) CITY shall indemnify, defend and hold the UNIVERSITY, its employees, regents, agents and the State of Idaho harmless from and against any and all claims, losses, damages, injuries, liabilities and all costs, including attorneys fees, court costs and expenses and liabilities incurred in or from any such claim, arising from any breach or default in the performance of any obligation on CITY's part to be performed under the terms of this MOU, or arising from any act, negligence or the failure to act of CITY, or any of its agents, contractors, employees, invitees, volunteers, or guests. CITY, upon notice from the University, shall defend the UNIVERSITY at CITY's expense by counsel reasonably satisfactory to the UNIVERSITY. CITY, as a material part of the consideration of the UNIVERSITY, hereby waives all claims in respect thereof against the UNIVERSITY. This indemnification does not apply when such claims, losses, damages, injuries, liabilities, costs, and expenses are the result of negligent acts, errors, omissions or fault on the part of UNIVERSITY, its employees or agents. b) UNIVERSITY shall indemnify, defend and hold the CITY, and its employees harmless from and against any and all claims, losses, damages, injuries, liabilities and all costs, including attorneys fees, court costs and expenses and liabilities incurred in or from any such claim, arising from any breach or default in the performance of any obligation on UNIVERSITY's part to be performed under the terms of this MOU, or arising from any act, negligence or the failure to act of UNIVERSITY, or any of its agents, contractors, employees, invitees, volunteers, or guests. UNIVERSITY, upon notice from the CITY, shall defend the CITY at UNIVERSITY's expense by counsel reasonably satisfactory to the CITY. UNIVERSITY, as a material part of the consideration of the CITY, hereby waives all claims in respect thereof against the CITY. This indemnification does not apply when such claims, losses, damages, injuries, liabilities, costs, and expenses are the result of negligent acts, errors, omissions or fault on the part of CITY, its employees or agents. 4 of.Kcj ---PAGE BREAK--- Memorandum of Understanding Palouse Trail Construction Projet 17. Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labpr or materials or reasonable substitutes therefore, governmental restrictions, governmental regulations, governmental controls, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform, shall excuse the performance, except for the payment of money, by such party for a period equal to any such prevention, delay or stoppage. 18. No Assignment of Contract. No assignment of this MOU or of any right accruing under this MOU shall be made, in part or in whole. 19. Entire Agreement. This MOU and other documents to be executed by the Parties, embody the entire agreement relative to the subject matter hereof, and there are no oral agreements existing relative to the subject matter hereof which are not expressly set forth herein or in the documents to be executed hereunder and covered hereby, and in the case of any conflicts between any such documents, this MOU shall control. Jerry W91fae I \ 'Date Vice Presid( for frtnance and Administration Unive(sity of)ldaQoJ \ J FOR THE CITY OF MOSCOW: Paul C. Agidius Mayor City of Moscow 314197 Date 5