HomeMy WebLinkAbout2025-055 AGRMT Ashland Parks Foundation FOUNTAIN DONATION AGREEMENT
This FOUNTAIN DONATION AGREEMENT ("Agreement')is entered into between
the City of Ashland ("City") and the Ashland Parks Foundation, a domestic nonprofit
corporation. This Agreement is effective as of the date of the last signature hereon (the
"Effective Date").
RECITALS
A. Ashland Parks Foundation is a nonprofit dedicated to enhancing Ashland's quality
of life with financial support for its parks and recreation programs.
B. Ashland Parks Foundation has raised money to donate a fountain in Lithia Park
and has asked the City for permission to create a bid package for the project, select a qualified
contractor, and begin the work.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, including those in the Recitals, as well as other good and valuable considerations, the
parties hereby agree as follows:
1. Restoration of Butler-Perozzi Fountain.
1.1. City grants to Ashland Parks Foundation a limited license to enter Lithia Park for
purposes of donating a completed Fountain, which license shall end on the earlier of(a)
completion of the restoration and repair work, or(b)December 31, 2026.
1.2. Ashland Parks Foundation shall be responsible for creating a bid package for the project,
selecting a qualified contractor, and completing the restoration and repair work.
1.3. The Ashland Parks Foundation shall obtain City's approval of the contractor and/or
subcontractors selected to perform the restoration and repair work.
1.4. The fountain shall be constructed in accordance with the design plans presented to and
approved by the City and incorporated by reference herein (the "Plans"). Neither
Ashland Parks Foundation nor its contractors and/or subcontractors may deviate from
the Plans unless they receive written permission from City, which City may withhold in
its sole and absolute discretion.
1.5. The restoration work must be approved by the State Historic Preservation Office
(SHPO), in compliance with state and federal laws. A copy of SHPO approval will be
provided to the city prior to the commencement of any work on the fountain.
1.6. The Ashland Parks Foundation and any contractors and/or subcontractors selected to
construct the fountain shall list City as an additional insured, and shall carry insurance
policies that are reasonably satisfactory to City.
1.7. Ashland Parks Foundation shall not allow any construction lien to attach to the premises,
and any lien imposed by any contractor shall be immediately paid in full or otherwise
removed from the premises by Ashland Parks Foundation, including but not limited to
by filing a bond or cash deposit as set forth in ORS 87.076. City may, in City's sole
1 -RESTORATION AND REPAIR AGREEMENT
discretion, post the bond or cash deposit as set forth in ORS 87.076, and Ashland Parks
Foundation shall reimburse City for the cost of the bond or cash deposit.
1.8. While the fountain construction work is being performed, Ashland Parks Foundation
shall indemnify and hold harmless City absolutely and forever from and against any and
all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, and any
other expenses whatsoever, including reasonable attorneys' fees and costs, that may be
asserted by a third party against any City arising out of the fountain construction work,
unless such claims are due to the sole negligence or willful misconduct of City.
1.9. After the fountain construction work is completed, Ashland Parks Foundation shall
indemnify and hold harmless City absolutely and forever from and against any and all
claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, and any other
expenses whatsoever, including reasonable attorneys' fees and costs, that may be
asserted by a third party against any City arising out of any negligence or willful
misconduct involved in the fountain construction work, unless such claims are due to the
sole negligence or willful misconduct of City.
2. Anticipated Cooperation. All parties to this Agreement covenant and guarantee that
each will use their best efforts to complete their obligations and that each will fully cooperate
with the other to provide necessary and requested documents or information needed to complete
the obligations which are the subject of this Agreement.
3. Advice of Professionals. This Agreement is executed voluntarily by the parties hereto,
and each of them, and without any duress or undue influence on the part of, or on behalf of, any
of them. The parties hereto, and each of them, acknowledge that they have had the opportunity
to be represented by counsel of their own choice, that they have read this Agreement and
understand it, and that they are fully aware of the contents of this Agreement, and of its legal
effect.
4. Operation. This Agreement is to be performed, interpreted and enforced by and under
the laws of the State of Oregon. This Agreement shall bind and inure to the benefit of the
respective successors, assigns, legatees, heirs and personal representatives of each of the parties
hereto. This Agreement shall be of no force and effect until executed by each of the parties
hereto. This Agreement shall not be construed against the party preparing it but rather shall be
construed as if all parties jointly prepared the Agreement and any uncertainty or ambiguity shall
be given its plain meaning and not be interpreted against any one party. Time is of the essence
for the performance of each and every covenant and satisfaction of each and every condition of
this Agreement.
5. Attorney Fees; Waiver of Jury Trial. In the event either party takes any action, non-
judicial, arbitration and/or judicial, including any appeal thereof, concerning this Agreement or
any of its terms, the prevailing party shall be entitled to recover, from the other party, reasonable
costs and attorney's fees. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL
REGARDING ANY DISPUTE ARISING OUT OF THIS AGREEMENT.
6. Injunctive Relief. Without limiting the remedies available to either party, the parties
acknowledge that a breach of any of the provisions of this Agreement may result in material
2-RESTORATION AND REPAIR AGREEMENT
irreparable injury to the non-breaching for which there is no adequate remedy at law, that it will
not be possible to measure precisely damages for such injuries and that, in the event of such a
breach or threat thereof, the non-breaching party shall be entitled, without the requirement to
post bond or other security, to obtain a temporary restraining order and/or injunction restraining
the other parry from engaging in activities prohibited by this Agreement or such other relief as
may be required to specifically enforce any of the provisions of this Agreement.
7. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page of this Agreement in
Portable Document Format(PDF) or by email or facsimile transmission shall be effective as
delivery of a manually executed original counterpart of this Agreement. Electronic signatures
shall be considered equivalent to the original.
8. Entire Agreement. This Agreement contains the entire agreement and understanding
among the parties hereto with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understandings, inducements and conditions, express or implied,
oral or written, of any nature whatsoever with respect to the subject matter hereof. The express
terms hereof control and supersede any course of performance and/or usage of the trade
inconsistent with any of the terms hereof.
[Signature Page Follows]
3-RESTORATION AND REPAIR AGREEMENT
IN WITNESS WHEREOF, the parties have executed this RESTORATION AND
REPAIR AGREEMENT as of the date set forth below.
DATED 09/08/2025 DATED 09/05/2025
City of Ashland Ashland Parks Foundation
Name: Sabrina Cotta Name: Michael Gardiner
Title: City Manager Title: President
APPROVED AS TO FORM ONLY
BY: Q's rriru Zs h rs n(
Carmel Zahran
Deputy City Attorney
4-RESTORATION AND REPAIR AGREEMENT
Final Audit Report 2025-09-08
Created: 2025-09-05
By: Brandon Terry(brandon.terry@ashland.or.us)
Status: Signed
Transaction ID: CBJCHBCAABAAUixHtIRu5819-_5esUpspTO-CghzRio5
"Fountain Donation Agreement" History
Document created by Brandon Terry (brandon.terry@ash land.or.us)
2025-09-05-9:10:27 PM GMT
. Document emailed to Carmel Zahran (carmel.zahran@ashland.or.us) for signature
2025-09-05-9:10:32 PM GMT
Email viewed by Carmel Zahran (carmel.zah ran @ash land.or.us)
2025-09-05-9:10:53 PM GMT
c , Document e-signed by Carmel Zahran (carmel.zahran@ashland.or.us)
Signature Date:2025-09-05-10:30:07 PM GMT-Time Source:server
C. Document emailed to Michael Gardiner(michaelgardiner52@gmail.com) for signature
2025-09-05-10:30:09 PM GMT
"' Email viewed by Michael Gardiner(michaelgardiner52@gmail.com)
2025-09-05-11:39:31 PM GMT
c , Document e-signed by Michael Gardiner(michaelgardiner52@gmail.com)
Signature Date:2025-09-05-11:51:50 PM GMT-Time Source:server
C. Document emailed to Sabrina Cotta (sabrina.cotta@ash land.or.us) for signature
2025-09-05-11:51:52 PM GMT
Email viewed by Sabrina Cotta (sabrina.cotta@ashland.or.us)
2025-09-08-3:34:16 PM GMT
c , Document e-signed by Sabrina Cotta (sabri na.cotta@ash land.or.us)
Signature Date:2025-09-08-3:34:55 PM GMT-Time Source:server
Agreement completed.
2025-09-08-3:34:55 PM GMT
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