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Home My WebLink About2024-121 Agrmt David's Chair Outdoor Mobility SystemsAGREMENT REGARDING ELECTRIC ALL -TERRAIN WHEELCHAIR This Agreement is entered into as of 9.23.2024 , or by the last dated signature, by and between David's Chair Outdoor Mobility Systems, an Oregon public benefit corporation ("DC") and City of Ashland, an Oregon municipal corporation (CITY). DC and CITY are sometimes referred to herein individually as a "Party" and collectively as the "Parties." BACKGROUND DC is a non-profit public benefit corporation with a mission to provide people with mobility challenges the use of electric all -terrain wheelchairs offering freedom and independence to get outdoors and experience terrain and conditions that would otherwise be unavailable to them. CITY is a municipal corporation located in Jackson County in the State of Oregon with a goal to effectively manage essential services for the wellbeing and public safety of all residents and visitors. The City encourages diversity, sustainable development, livability, and equal access to all members of the community and visitors to experience the City of Ashland. The Parties enterthis agreement to memorialize their understanding that DC intends to provide an electric all -terrain wheelchair to City for loan and use by guests who reserve their usage through a website managed by DC. AGREEMENT NOW, THEREFORE, the Parties agree as follows: 1. Roles and Responsibilities. A. Description of Relationship. DC will loan an electric all -terrain wheelchair to the CITY. The CITY will store and maintain the chair per section C on City property in the Lithia Park Car Camp and will loan it to people who make reservations through a website managed by DC. DC will manage reservations and transmit reservations to CITY. CITY will use volunteers and staff to manage guests' use of the chair and maintain the chair. B. DC Responsibilities. DC represents and warrants the following: a. DC will process reservation requests and transmit scheduling information to the City In a user- friendly form or format; b. DC will provide custom liability waivers to City; c. DC will provide yearly maintenance on the vehicle (to include replacement of parts as needed) and, by request of the City, to provide periodic checkups on the vehicle if City believes any significant maintenance is required on the chair beyond the yearly maintenance check; d. DC will train City volunteers and staff on how to use and maintain the chair; and e. DC will secure and provide insurance for the chair and liability coverage in accordance with DC's umbrella insurance, which shall entail: General liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars) per occurrence for bodily injury, death, and property damage. David's Choir Agreement Page -1 C. CITY Responsibilities, The City represents and warrants the following; a. The City will use volunteers and staff to meet the guest(s), remove the chair from its storage shed, provide instructions for the use of the chair, meet the guest(s) after use of the chair, clean/wash the chair, and return the chair to the lithia park cabin and attach it to electricity and secure the lock provided by the City. The City will not assist in transferring the guest(s) into or out of the chair. The guest(s) are responsible for and will have to handle transfer themselves, including bringing additional persons to assist with transfer; b. The City will provide routine maintenance (including cleaning and washing) after each use of the chair; c. The City will provide and pay for electricity to keep the chair charged; d. The City will set and maintain a schedule for chair avallabdity, including reasonable days and hours; and e. Contingent upon its local budgeting process or cancelation of this Agreement, the City will contribute $7,000 in funds towards DC's "programming and maintenance costs." "Programming and maintenance costs" are operational costs incurred by DC to maintain its website and liability coverage, as well as maintenance costs related to the chair. Term; Termination. a, immediate Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both parties. b. City's or DC's Convenience. This Agreement may be terminated by either party at any time upon not less than thirty (30) days' prior written notice delivered by certified mail or in person. c. For Default or Breach. Either City or Consultant may terminate this Agreement in the event of a breach of the Agreement by the other, Prior to such termination the party seeking termination shall give to the other party written notice of the breach and its intent to terminate. If the party committing the breach has not entirely cured the breach within fifteen (15) days of the date of the notice, orwithin such other period as the party giving the notice may authorize in writing, then the Agreement may be terminated at any time thereafter by a written notice of termination by the party giving notice. 3. Indemnification. To the extent permitted by Oregon state law, and as to CITY in accordance with the Oregon Constitution and Oregon Tort Claims Act (ORS 30.250 to 30.300), each Party (as applicable, the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other Party for negligent or otherwise wrongful acts or omissions of the indemnifying Party. DC to indemnify City for any claims arising out of the use of the electric all -terrain wheelchair except for claims arising out of the CITY's negligence or willful misconduct. 4. No Third -Party Beneficiaries,. Nothing herein is intended or will be construed to confer upon any person or entity other than the Parties and their successors or assigns, any rights or remedies under or by reason of this agreement. 5. Costs and Expenses. Except as specifically set forth in this agreement, each Party will be responsible for its own costs and expenses related to this agreement and the transactions contemplated hereby. David's ChairAgreement Page - 2 6, Successors and Assigns. This agreement shall be binding upon and shall inure to the benefit of the Parties, and their respective successors and assigns. No party may assign, transfer or delegate this agreement, or any rights or obligations under this Agreement, without the written consent of the other Party. 7, Governing Law. This agreement and the rights and obligations of the Parties hereunder shall be governed by and construed in accordance with the laws of the state of Oregon, without regard to its conflict of laws principles.. 8. Coutiterparts. This agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument, 9. Amendment* waiver. This agreement may not be amended or altered except by a written instrument executed by each Party. No waiver will be binding unless executed by the waiving Party in a written instrument. Notwithstanding the foregoing, CITY and DC can and will negotiate and make changes to the agreement and ultimate agreement as needed to best meet the need's of the end use.. 10. Further Assurances, Each Party will, at any d'me and from time to time, and without further consideration, take all such further actions, and execute and deliver all such further instruments or documents, as.may be reasonably requested by the other Party to effectuate the purposes of this agreement, The Parties have executed this agreement as of the date first set forth above. David's Chair outdoor Mobility Systems By: Name: Steve Furst Title: Chief Executive officer The City of Ashland B �v✓ Y' ' Name: Sabrina Cotta Title: City Manager C� 3---- Approved as to form, 9.11.2024 Carmel Zabian Assistant City Attorney David's Chair Agreement Page - 3