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Home My WebLink About2015-175 Construction License - OSF 2015 Construction and Alteration License This Construction and Alteration License (also referred to herein as "License") is made and entered into this _23 _ day of June, 2015, by and between the City of Ashland, a municipal corporation of the State of Oregon (the "City"), and Oregon Shakespeare Festival (hereinafter referred to as "OSF"). 1. SCOPE OF GRANT: OSF will be constructing improvements on City owned property not currently controlled by OSF as set forth in Exhibit A (scope of work intended to be installed). OSF has license to mobilize, fabricate and assemble equipment and material in preparation to constructing an improvement on City-owned property in coordination with improvements on adjacent OSF grounds; and to store equipment, materials, and construction waste; and to have access to adjacent City-owned property as necessary for construction purposes reasonably related to the construction of said improvement. a. This license gives no estate or interest in the City-owned property, is revocable and not assignable. b. This license does not otherwise waive, modify or grant compliance with federal, state, or local laws applicable to the OSF or its business. c. The City retains all rights to use and maintain the City-owned property for those purposes which it holds the property without unreasonably interfering with the license granted to OSF. d. OSF is not obligated to perform the work set forth in Exhibit A. OSF may perform any or all of the work proposed in Exhibit A but nothing in this License obligates OSF to complete the proposed scope of work. 2. TERM / EFFECTIVENESS: The term of this License shall commence upon approval and execution by both City and OSF and shall terminate on December 31, 2017, unless terminated early as provided for herein. 3. DURATION / MINIMUM INTERVAL OF USE: The duration and scope of the revocable License and Concession granted by this License is for the period necessary to complete the improvement on city-owned property in coordination with improvements on adjacent OSF grounds. 4. USE OF PREMISES AND OBLIGATIONS: a. Compliance with Law. Comply with all federal, state and local laws, rules, and regulations applicable to creating improvements on City-owned property; i. OSF is responsible for obtaining any permit or authorization granted by the City, which shall not in any way be interpreted as a waiver, modification, or grant of any other city, state, county or federal agency permits or authorizations or permission to violate any city, state, county or federal law or regulation. ii. Failure to comply with any provision of this section is grounds for immediately revoking OSF's license. b. Maintenance and Safety. Maintain all the grounds, improvements, facilities, assets equipment and fixtures contained within the City-owned property in good repair and in safe, sanitary, clean, and attractive condition that is approved acceptable by the City, such approval not to be unreasonably withheld. i. FIRE AND LIFE SAFETY. OSF shall comply with any and all fire and life safety guidelines, recommendations and requirements issued by the City of Ashland Fire Marshal, including, but not limited to: ii. Maintain all required fire and emergency access areas; iii. Maintain a clear, unobstructed space around any fire hydrant as required for fire safety. 5. INSURANCE: OSF shall, at its sole cost and obligation, procure and maintain insurance subject to the City's reasonable discretion. OSF shall provide the City with copies of said insurance certificates and shall name the City of Ashland as additional insureds. 6. INDEMNITY AND HOLD HARMLESS: As limited by the Oregon Tort Claims Act as it pertains to the City only, each party shall indemnify, hold harmless and defend the 2015 City of Ashland Use License 1 other and its representatives, officers, directors and employees from any loss or claim made by third parties including legal fees and costs of defending actions or suits, to the extent that it results from the negligence or misconduct of party or its employees or subcontractors found at fault in performing the work called for in this contract. If the loss or claim is caused by the joint concurrent negligence or other fault of CITY and OSF, the loss or claim shall be borne by each in proportion to the degree of negligence or other fault attributable to each. OSF's and CITY's obligations under this paragraph shall survive the termination of this contract. 7. TERMINATION: Notwithstanding any other provision herein, the City may terminate this license, in whole or in part, at any time for any reason considered by the City, in the exercise of its sole discretion, to reasonably be in the public interest. The City will provide the OSF seven (7) days prior written notice of a termination for public convenience. a. OSF's remedy to contest termination of the license by City is provided in AMC 2.30, Uniform Administrative Appeals Process. b. Notwithstanding any other provision herein, City may order vacation of the City-owned property or immediately remove the OSF or any other person who may be occupying the City-owned property without resort of a Court Order sanctioning such action. c. Upon failure to vacate, City is expressly authorized to remove all OSF property from the City-owned property at the OSF's expense. 8. SURRENDER: Upon the expiration of the original term or terms, as extended by the parties, OSF shall surrender to the City the City-owned property in as good or better condition and order as was originally received, except as allowed for within the typical wear and tear. 9. DISPUTE RESOLUTION AND ATTORNEY FEES: The preferred method of resolving disputes between the parties under this License shall be first by mediation. Mediation shall be conducted by a mediator chosen by mutual agreement of the parties; if there is no agreement, the mediator shall be appointed by the elected Municipal Court Judge or Judge pro tem. a. Any mutually incurred cost from the provision of these services, except costs associated with building a case including but not limited to attorney fees or fees for expert witnesses, shall be shared equally between the two parties. b. In any administrative appeal or litigation between the parties arising out of this license, the prevailing party shall recover its reasonable attorneys fees incurred at trial and upon appeal. "Attorneys fees" shall include the reasonable value of the services of in-house counsel. 10. MISCELLANEOUS PROVISIONS. a. Notice. Any notice affecting the rights of the parties under this License shall be delivered in writing either in person or to the following parties by first class mail: City: City Administrator Ashland, Oregon 97520 (Telephone 541-488-5340; FAX: 541-488-5314) Copy to: City Administrator, Dave Kanner City of Ashland 20 East Main Street Ashland, Oregon 97520 (Telephone: 541-552-2100; Fax: 541-488-5311) OSF: Name of business: Attn: clem,6a) MaNa.c~ IEs~~"tea DQ97S2o Address: Ir S. ?f OVIW-Jf-i Phone Number: "I - q $2- b. Governing Law. This License, and all matters relating to this License, shall be governed by the laws of the State of Oregon in force at the time any need for interpretation of this License or any decision or holding concerning 2015 City of Ashland Use License 2 this License arises. The parties to this License do not intend to confer on any third party any rights under this License. c. Severability. If any provision of this License is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this License shall remain in full force and effect. d. Merger. THIS LICENSE CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR EXPRESS AND/OR IMPLIED STATEMENTS, NEGOTIATIONS AND/OR AGREEMENTS BETWEEN THE PARTIES, EITHER ORAL OR WRITTEN, AND MAY NOT BE AMENDED, CHANGED OR MODIFIED IN ANY WAY, EXCEPT BY WRITTEN AGREEMENT SIGNED BY ALL PARTIES HERETO. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in two (2) duplicate originals, either as individuals, or by their officers, thereunto duly authorized. DATED this _2-3_ day of 2015 Licensee / OSF: Licensor/City of Ashland, Oregon: L - - Print Nt&iV 'L XV ~~~c• D'~. Dave -IEarr~, Cit A ministrator Date:__ Date:-_ 71-~-!~----- Approved as to form: av L man, C ty Attorn~ y 2015 City of Ashland Use License 3 Exhibit A- City-owned property See attached picture and highlight entire area of interest. 2015 City of Ashland Use License 4 r 1 t 1 ~(,mzsol-'t I n eU t (re, ( ) 1 ~,'?z s i ~F~✓,<.. ~ anew) (rez.s,ss 'tic P 1, • ~ ~ ,s V ' zap anw.w)_ - an 9e) Asa; t n93 z) ~ s^ ..fir - ' I I19v,3) (nzw.Qo)~-(tns3ao7 `l 9~ivo)""•~ _ a