HomeMy WebLinkAboutIGA ESD Facility LeaseDowSign Envelope ID: COCAD3EB-6727-4AFg-AC90-DO8FD2417004
INTERGOVERNMENTAL AGREEMENT
FOR
FACILITY LEASE
BETWEEN DOUGLAS EDUCATION SERVICE DISTRICT (ESD),
and CITY OF CENTRAL POINT (CITY)
July 6, 2017
RECITALS
A. The parties to this agreement are the Douglas Education Service District (ESD) and the
City of Central Point, OR (CITY).
B. ESD contracts with Jackson County for its Early latervention/Early Childhood Special
Education (EI/ECSE).
C. ORS 190.010 provides that units of local government may enter into agreements for the
performance of any and all functions and activities that any party to the agreement, its officers, or
agents have the authority to perform.
D. The parties agree that provision of facilities for Operation of a preschool and/or
community center will mutually benefit the patties.
AGREEMENT
1. PURPOSE: ESD intends utilize the facility at 405 S. 4`h St., Central Point, OR 97502 to
operate a preschool classroom for the Jackson County E1/ECSE program. ESD is the responsible
agency for the EVECSE program. The classroom will be in operation from August 1 through
June 30 each year. CITY has informed ESD that future plans may include the use of this site as a
community center in which case this Agreement may be terminated as provided herein below.
2. TERM: The term of this Agreement is August 1, 2017 through June 30, 2022.
3. COMPENSATION TO CITY: ESD shall pay City four -hundred ($400.00) per
month. This amount will pay for all utilities and no further financial responsibility will be
assessed to ESD for use of the facility, except as otherwise provided herein.
3.1 Each year the monthly compensation will be reviewed and may be adjusted to
meet increased costs of utilities for the site. CITY will notify ESD of any increase and show
documentation for the increase. The maximum increase per year, for the EI/ESCE program is
ten (10) percent.
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4. REPAIRS/MAINTENANCE:
4.1 The following shall be the responsibility of CITY:
a. Repairs and maintenance of the roof and gutters, exterior walls (including
painting), hearing walls, structural members, floor slabs, and foundation.
b. Repair and maintenance of exterior water, sewage, gas, and electrical
services up to the point of entry to the leased Facility and wiring and
plumbing from the point of entry to the Facility.
C. Repair and replacement of the heating and air conditioning system other
than ordinary maintenance.
Repairs and maintenance performed by CITY shall comply with all applicable laws and
regulations.
4.2 The following shall be the responsibility of ESD:
a. ESD will be responsible for the custodial/cleaning of the facility at its sole
cost.
b. Interior walls, ceilings, doors, windows, and related hardware, light
fixtures and switches within the Facility.
C. Any repairs, maintenance and replacements necessitated by the negligence
of ESD and/or its agents, employees, and invitees, including repairs that
would otherwise be the responsibility of CITY under Section 4.1.
d. Ordinary maintenance of the heating and air conditioning system and any
repairs necessary because of improper maintenance. Ordinary
maintenance shall be deemed to mean maintenance performed by a
reliable heating and air conditioning service company under a
maintenance service contract which provides for regularly scheduled
maintenance typically provided by such companies in Jackson County,
Oregon. At all times during the term of this lease, ESD shall contract with
a heating and air conditioning service company for such a maintenance
service contract and shall provide CITY evidence of such contract.
e. Any repairs or alterations required under ESD's obligation to comply with
laws and regulations as set forth herein.
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f. All other repairs to the Facility, which CITY is not required to make under
Section 4.1.
4.3 Reimbursement for Repairs Assumed. If either party fails or refuses to make
repairs that are required by this Section 4, the other party may make the repairs and charge the
actual costs of repairs to the first party. Such expenditures shall be reimbursed by the first party
on demand together with interest at the rate of twelve percent (12%) per annum from the date of
expenditure. Such expenditures by ESD may not be deducted from rent and other payments
subsequently becoming due. Except in an emergency creating an immediate risk of personal
injury or property damage, neither party may perform repairs which are the obligation of the
other party and charge the other party for the resulting expense unless at least 15 days before
work is commenced, the defaulting party is given notice in writing outlining with reasonable
particularity the repairs required, and such party fails within that time to initiate such repairs in
good faith.
4.4 Inspection of Facility. CITY shall have the right to inspect the Facility at any
reasonable time or tines, upon reasonable notice, to determine the necessity of repair. Whether
or not such inspection is made, the duty of CITY to make repairs shall not mature until a
reasonable time after CITY has received from ESD written notice of the repairs that are required.
5. TERMINATION: Any party may terminate this agreement for any reason, upon six (6)
months prior written notice, to the other party.
6. FACILITY PREPARATION: CITY shall, it its sole cost prepare the following
improvements to the Facility: carpettfloor cleaning, necessary painting, HVAC filter: and
cleaning, plumbing/sewer issues, site safety issues. ESD will be responsible for damage to the
site caused by normal use as provided in Section 4 herein.
7. INSURANCE: ESD shall maintain general liability insurance and employee worker's
comp insurance through PACE, Oregon School Board Association and shall name CITY as an
additional insured.
8. SHARED USE: ESD will provide to CITY an annual use calendar for the EVESCE
program. This calendar will provide EVECSE dates of operation. ESD agrees that CITY may
have access to the facility for evening and weekend recreation classes. CITY will provide a
recreational use schedule to ESD in September, January and May of each year. CITY will be
responsible for any damage to the site or equipment as a result of CITY classes.
9. INDEMNIFICATION: To the extent allowed by the Oregon Constitution and the
Oregon Revised Statutes, each of the parties hereto agrees to indemnify, defend and save the
other harmless from any claims, liability or damages including attorney fees, at trial and on
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appeal, arising out of any error, omission or act of negligence on the part of the indemnifying
party, its officers, agents or employees in the performance of this agreement.
10. LIENS:
10.1 Except with respect to activities for which CrfY is responsible, ESD shall pay as
due all claims for work done on and for services rendered or material furnished to the Facility,
and shall keep the Facility free from any liens. If ESD fails to pay any such claims or to
discharge any lien, CITY may do so and collect the cost as additional rent. Any amount so added
shall bear interest at the rate of twelve percent (120/*) per annum from the date expended by
CITY and shall be payable on demand. Such action by CITY shall not constitute a waiver of any
right or remedy which CITY may have on account of ESD's default.
10.2 ESD may withhold payment of any claim in connection with a good -faith dispute
over the obligation to pay, as long as CTTY's property interests are not jeopardized. If a lien is
filed as a result of nonpayment, ESD shall, within 10 days after knowledge of the filing, secure
the discharge of the lien or deposit with CITY cash or sufficient corporate surety bond or other
surety satisfactory to CITY in an amount sufficient to discharge the lien plus any costs, attorney
fees, and other charges that could accrue as a result of a foreclosure or sale under the lien.
11. ASSIGNMENT AND SUBLETTING: No part of the Facility may be assigned,
mortgaged, or subleased, nor may a right of use of any portion of the property be conferred on
any third person by any other means, without the prior written consent of CITY, which consent
shall not be unreasonably delayed or withheld. This provision shall apply to all transfers by
operation of law. No consent in one instance shall prevent the provision from applying to a
subsequent instance. CITY shall consent to a transaction covered by this provision when
withholding such consent would be unreasonable in the circumstances.
12. DISPUTE RESOLUTION: The parties shall exert every effort to cooperatively resolve
any disagreements they may have under this Agreement. In the event that the parties alone are
unable to resolve any conflict under this Agreement, they agree to present their disagreements to
a mutually agreeable mediator for mediation. This mediation procedure shall be followed to its
conclusion prior to either party seeking relief from the court, except in the case of an
emergency.
If the dispute remains unresolved through mediation, the parties may agree in writing to submit
the dispute to arbitration, using such arbitration process as they may choose at the time and
which includes the following conditions.
a. The location of the arbitration shall be in Medford, Oregon;
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b. Each party shall bear its own costs (except arbitration filing costs), witness
fees and attorney fees;
C. Arbitration Sling costs and any arbitrator's fees will be divided equally
between the parties; and
d. Judgment upon the award rendered by the arbitrator may be entered in the
Circuit Court in Jackson County, Oregon
13. COMPLIANCE WITH LAWS: The parties shall comply with all applicable federal, state
and local laws, rules, ordinances, and regulations at all times and in the performance of the Work,
including all applicable State and local public contacting provision.
14. NOTICES: Any notices permitted or required by this agreement shall be deemed given
when personally delivered or upon deposit in the United States mail, postage fully prepaid,
certified, return receipt requested, addressed to the representative designated in paragraph 6.
Either party may change its address by notice given to the other in accordance with this
Paragraph.
15. INTEGRATION: This agreement embodies the entire agreement of the parties. There are
no promises, terms, conditions or obligations other than those contained herein. This agreement
shall supersede all prior communications, representations or agreements, either oral or written,
between parties.
16. INTERPRETATION: This agreement shall be governed by and interpreted in accordance
with the laws of the State of Oregon.
City of Central Point
4. cAR��
By: Chris Clayto* City`Wnagaer
City of Central Point
Date: t:5/c)91/7
Award# 533-17-18-008
Douglas ESD
G4-ia�—
By. Michael Lasher, Superintendent
Douglas Education Service District
Datejg/12/2017
0-rLFD 8/7/2017 q6&-94VA k 8/7/2017
Barbara Taylor, CFO Date: Heidi Schultz, Coordinator Date:
Douglas ESD Jackson County EI/ECSE, a program of DESD
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