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Home My WebLink AboutECSO Space LeaseECSO PERSONAL PROPERTY SPACE LEASE AND LESSEE EQUIPMENT MAINTENANCE AGREEMENT This ECSO PERSONAL PROPERTY SPACE LEASE AND LESSEE EQUIPMENT MAINTENANCE AGREEMENT is entered into in duplicate original by and between the parties, Emergency Communications of Southern Oregon (ECSO), an ORS 190 intergovernmental entity (Lessor) and the City of Central Point, an Oregon municipal corporation (Lessee) effective as of the date of the last signature hereon. RECITALS WHEREAS, Lessor has agreed to a long term lease with the Jackson County Airport Authority and has specific Technology Space and WHEREAS, ECSO and the City of Central Point have agreed to allocate property, personnel and duties through the creation of the ECSO ORS Chapter 190 entity; and WHEREAS, this lease for personal property space to house Lessee's Technology Equipment which is not addressed under the ECSO ORS Chapter 190 agreement; and WHEREAS, the space is located at 400 Pech Road, Central Point, Oregon and has been made available for Technology equipment of the Lessee; and WHEREAS, the parties desire that the Lessee's Technology Equipment which is currently located in the Technology Equipment Space provided by the Lessor, will continue to be in service by Lessee to serve the public safety communications needs of various local, state and federal public safety agencies in Jackson County, Oregon; and WHEREAS, the parties agree that the most effective way to accomplish the goal of continuing the service is for Lessor to lease the Technology Space to Lessee. NOW.THEREFORE, the parties agree as follows: 1. Term. Lessor hereby leases the Technology Equipment Space to Lessee for a term of three (3) years commencing at 12:01 PDT on July 1, 2010 through midnight PDT on June 30, 2013. Provided only that Lessor has exercised its concurrent options to renew its Lease with the County for each successive term under the County Lease, Lessor also grants Lessee the option to renew for nine (9) successive five (5) year terms thereafter upon the same terms and conditions of this Lease. Lessee shall give written notice to Lessor of its intent to renew the Lease no less than six (6) months prior to the end of each lease term. The powers and duties regarding renewal and notice under this paragraph are delegated to the City Administrator or his designee. 2. Consideration. Lessee shall pay to Lessor the sum of One Dollar ($1.00) per year of the initial lease term and of each successive lease term. ECSO PERSONAL PROPERTY SPACE LEASE AND LESSOR EQUIPMENT MAINTENANCE AGREEMENT Pg. 1 3. Use. The use of the Technology Equipment Space is restricted to Public Safety Communications by the user public safety communications agencies, except for such ancillary or support uses as all of the users may mutually agree to allow. 4. Maintenance. Lessee will be solely responsible for the care and maintenance of the equipment that it has placed in the Technology Equipment Room. 5. Utilities. Lessor shall bear all responsibilities for the supply of utilities to the Technology Equipment Space. 6. Insurance. Lessor shall maintain insurance for liability to property damage and personal injury subject to the limits of the Oregon Tort Claim Act, ORS 30.260 through ORS 30.300. Such insurance shall insure on an occurrence basis, against liability of Lessor, its employees, and agents arising out of or in connection with Lessee's use and maintenance of the Technology Equipment Space. Lessee shall be named as an additional insured on Lessor's policy (unless current and future policies cover all equipment within the building) and Lessor shall provide Lessee a Certificate of Insurance evidencing the coverage required by this paragraph by the effective date of the Lease and thereafter upon request of Lessee no more than once yearly; Lessor's policy of insurance shall contain a clause requiring the insurer to notify Lessee no less than ten (10) days prior to an impending lapse of coverage. 7. Liability and Indemnity. Notwithstanding anything to the contrary contained in this Agreement, and subject to the limitations and conditions of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260 through 30.300, Lessee agrees to be responsible for any damage or any third party liability which may arise from its sole use and activities herein. Lessor shall bear all risk of loss with respect to the operation of the Technology Equipment space, and Lessee shall not be liable to Lessor for any losses, liabilities, damages, costs or expenses, are suffered by Lessee or asserted against Lessee in connection with the operation, use and maintenance of the Technology Equipment space, except to the extent expressly provided in this Paragraph. To the extent permitted by Article XI, Section 7 of the Oregon Constitution, and subject to the limits of the Oregon Tort Claims Act, ORS 30.260 through 30.300, Lessee shall indemnify, defend, and hold Lessor and its officers, directors, employees, agents and assigns (the Indemnified Parties), harmless from any and all losses, liabilities, damages, costs and expenses (including costs of court and attorneys' fees) caused solely by Lessee's operation, use, and maintenance of the Technology Equipment space. The provisions of this Paragraph shall survive expiration or termination of this Agreement. ECSO PERSONAL PROPERTY SPACE LEASE AND LESSOR EQUIPMENT MAINTENANCE AGREEMENT Pg. 2 8. Default. Upon a default by Lessee, Lessor shall have all of the rights and remedies afforded it by Oregon Law including, but not limited to, the right to early termination of the Lease. 9. Title/Reversion. Title to the Technology Equipment space shall remain with the Lessor at all times. Upon a declaration of Lessee's default made by Lessor and rescission of this Lease, or upon termination of this Lease by its terms, or upon other early termination of this Lease, all incidents granted hereunder shall revert back to Lessor. 10. Miscellaneous. A. Integration. This Agreement constitutes the entire agreement and understanding between the parties, and supersedes all offers, negotiations, and other agreements concerning the subject matter contained herein. All riders and exhibits attached hereto form material parts of this Agreement and are incorporated by reference, including the Public Safety Communications Site Use Agreement referenced in and incorporated herein by Paragraph 3. above. B. Amendment. Any amendment to this Agreement must be in writing and executed by both parties. C. Severability. If any provision of this Agreement is invalid or unenforceable with respect to any party, the remainder of this Agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. D. Notice. Any notice or demand required to be given herein shall be made by certified or registered mail, return receipt requested, or reliable overnight courier to the address of the respective parties set forth below: LESSOR: Director Emergency Communications of Southern Oregon 400 Pech Road Central Point, OR 97502 (541) 776-5061 LESSEE: City Administrator City of Central Point 140S3rdSt Central Point, OR 97502 (541) 664-3321 ECSO PERSONAL PROPERTY SPACE LEASE AND LESSOR EQUIPMENT MAINTENANCE AGREEMENT Pg. 3 Lessor or Lessee may from time to time designate any other address for this purpose by written notice to the other party. E. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Oregon. Any legal action relating to this agreement shall be prosecuted in the State of Oregon Circuit Court for Jackson County. F. Subordination. In the event the Technology Equipment space is encumbered now or in the future by a mortgage, tax exempt bond issuance, or trust indenture, master trust indenture, loan agreement, security agreement, deed of trust, or similar security or borrowing instrument, Lessor agrees that it shall be subordinate to any mortgage, tax- exempt or taxable bond issuance, trust indenture, master trust indenture, loan agreement, security agreement, deed of trust, or similar security or borrowing instrument. G. Consent Standards. In any case where the approval or consent of one party hereto is required, requested, or otherwise to be given under this Agreement, such party shall not unreasonably delay or withhold its approval or consent. H. Non Waiver of Rights. No waiver of default by either party hereto of any of the terms, promises, covenants, or conditions hereof to be performed, kept, and observed by the other party shall be construed as, or shall operate as, a waiver of any subsequent default of any other term, promises, covenants, or conditions hereof to be performed, kept, and observed by such other party. I. Force Majeure. In the event of a loss not covered by Insurance, Lessor shall bear the expense of reconstructing the Technology Equipment space. J. Authority to Execute. Each signatory to this Agreement warrants that he/she is authorized to enter into this Agreement on behalf ofhis/her principal. K. Writing. Paper, facsimile, electronic mail, text message or other electronic form capable of being reproduced as in the original, shall satisfy the requirement that a communication be in writing. ECSO PERSONAL PROPERTY SPACE LEASE AND LESSOR EQUIPMENT MAINTENANCE AGREEMENT Pg. 4 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be properly executed, effective as of the date of the last signatory. LESSOR / 2010 Direc r Emergency Communications of Southern Oregon LESSEE ~~ ' ~~ / /2010 City Administrator '~„ ~l 1 • ~+ tN~ W-. -~ ~ r •-~ City of Central Point Approved as to form: Approved as to form: /, ARTIAL E. RENAULT, Counsel for Paul Nolte, City Attorney Southern Oregon Regional Communications ECSO PERSONAL PROPERTY SPACE LEASE AND LESSOR EQUIPMENT MAINTENANCE AGREEMENT Pg. 5