Agreements, U of O, Altong Baker Park, City/County

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Johnny Medlin July 21, 1995 Page 2 of -way and referred to as Area B in the 1995 Proposal. The City also agreed to abide by the user group parking restrictions of the County- University agreement's paragraph 11. The third agreement was executed between County, City, Willamalane Park & Recreation District and the City of Springfield in February 1993 (County - City 1993). In this agreement the County agreed to convey to City the Central Section of East Alton Baker Park. (Paragraph 1). Exhibit A reveals that the parcel conveyed to the City includes the land south of the Leo Harris Parkway, east of the BMX area and west of Walnut Road (See Master Plan Exhibit A). The County parcel to be conveyed to the City therefore includes the 1995 Proposal's Area E. Assignment of Rights to City The County-City 1993 agreement specifically addresses the then- existing contractual relations with the University concerning parking along the north side of East Alton Baker Park. (Paragraph 9). In the County -City 1993 agreement, the County assigned and transferred all the rights, duties and responsibilities of the County under the County- University agreement to the City; the City accepted the assignment. (Paragraph 9). The general rule of contract construction in Oregon is that contract rights and duties are freely transferable. Folquet v. Woodburn Schools, 146 Or 339, 341, 29 P.2d 554 (1934). Contracts are assignable unless the contract is in the nature of personal services, contains a stipulation against assignment or the assignment is forbidden by statute or public policy. Id.; Weathers v. M.C. Lininger & Sons, 68 Or App 30, 682 P.2d 770, rev. denied, 297 Or 492 (1984). The County - University agreement does not forbid assignment, in fact it does not address assignment at all. Furthermore, there could be no collateral agreements against assignment under the Merger Clause (Paragraph 22), which limits the agreement to the written provisions of the contract itself, unless County and University signed a written modification. There is no subsequent written modification between the County and University. The agreement is not a personal services contract, nor is assignment of this contract against statute or public policy. Therefore, the County was free to assign it's rights and delegate it's duties under the contract to the City. University's 1995 Proposal Some of the proffered agreements of the 1995 Proposal are duplicative of the existing contract provisions and confuse the existing obligations between the University and the City. The 1995 Proposal presents three City obligations. Under the first obligation the City shall allow University exclusive use of Area A for parking up to a maximum of 12 times a year for major events at the stadium. In the County - University agreement, the County promised to "allow the University full use and control of