HomeMy WebLinkAbout2020-220 IGA - Jackson County INTERGOVERNMENTAL AGREEMENT FOR ASHLAND BRANCH LIBRARY
THIS INTERGOVERNMENTAL AGREEMENT FOR ASHLAND BRANCH
LIBRARY (hereinafter the "Agreement"), is entered into by and among JACKSON COUNTY, a
political subdivision of the State of Oregon, (hereinafter"COUNTY"), the JACKSON COUNTY
LIBRARY DISTRICT, a library district organized pursuant to Chapters 198 and 357 of the Oregon
Revised Statutes (the "DISTRICT"), and the CITY OF ASHLAND, a political subdivision of the
State of Oregon (hereinafter "ASHLAND") (collectively, the "Parties"). This Agreement is to be
deemed effective as of July 1, 2020 (hereinafter the "Effective Date").
RECITALS
WHEREAS,ASHLAND is the owner of certain property commonly known as the Ashland
Branch Library located at 410 Siskiyou Blvd., Ashland, Oregon, and more particularly described
on the attached Exhibit A, (the "Premises");
WHEREAS, the COUNTY and ASHLAND are the original parties to the
Intergovernmental Agreement Between Jackson County and the City of Ashland entered into on
December 3, 2002, as amended(the"IGA Between Jackson County and Ashland")which allowed
for the lease of the Premises from ASHLAND to the COUNTY for the purpose of operating a free
public library;
WHEREAS, the COUNTY leases the Premises to the DISTRICT, as authorized by
Amendment No. 2 to IGA Between Jackson County and Ashland and pursuant to the
Intergovernmental Agreement Between Jackson County and Jackson County Library District for
Lease and Sublease of Library Facilities and Property dated June 24,2015 (hereinafter the"County
IGA");
WHEREAS the County IGA terminates on June 30, 2020;
WHEREAS the IGA Between Jackson County and Ashland terminates on July 30, 2020;
WHEREAS the COUNTY desires to terminate the IGA Between Jackson County and
Ashland on June 30, 2020 so that the DISTRICT and ASHLAND may enter into a new agreement
for the lease of the Premises to be effective as of July 1, 2020;
WHEREAS the DISTRICT desires to enter into an agreement with ASHLAND for a lease
of the Premises, to be effective as of July 1, 2020; and
WHEREAS ASHLAND desires for library operations to continue on the Premises and
therefore desires to consent to the COUNTY terminating the IGA Between Jackson County and
Ashland and to entry into a new agreement for lease of the Premises with the DISTRICT.
NOW THEREFORE, in consideration of mutual promises set forth in this Agreement, the
Parties agree as follows:
1. The DISTRICT hereby agrees to:
A. Enter into the Intergovernmental Agreement Between the City of Ashland
and the Jackson County Library District attached hereto as Exhibit B;
2. In consideration for the agreements of the DISTRICT, above, ASHLAND hereby -
agrees to:
A. Enter into the Intergovernmental Agreement Between the City of Ashland _
and the Jackson County Library District attached hereto as Exhibit B;
B. Consent to the early termination of the IGA Between Jackson County and =
Ashland for lease of the Premises on June 30, 2020 and to release the COUNTY from any
and all claims, demands, liabilities, and obligations under the terms of said agreement.
3. In consideration for the agreements of the DISTRICT and ASHLAND, above, the
COUNTY hereby agrees to:
A. Consent to the early termination of the IGA Between Jackson County and _
Ashland on June 30, 2020 and to release ASHLAND from any and all claims, demands,
liabilities, and obligations under the terms of said agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement with the intent that
it be effective as of the Effective Date notwithstanding the actual date of signing or delivery of this
Agreement.
JACKSON COUNTY JACKSON COUNTY LIBRARY
DISTRICT
By: 0By:
lr06'K-kSl r Susan Kiefer,President
Dated: 12-q jW2A0 Dated:
jAp owed as to Legal Iici cy: Approved as to Legal Sufficiency:
Pete Philb 'ek, Sr. Asst. Count Counsel By: Jacquelyn Bunick, District Counsel
INTERGOVERNMENTAL AGREEMENT FOR ASHLAND BRANCH LIBRARY-Page-2
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1. The DISTRICT hereby agrees to:
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A. Enter into the Intergovernmental Agreement Between the City of Ashland
and the Jackson County Library District attached hereto as Exhibit B;
2. In consideration for the agreements of the DISTRICT, above, ASHLAND hereby
agrees to:
A. Enter into the Intergovernmental Agreement Between the City of Ashland
and the Jackson County Library District attached hereto as Exhibit B; E
B. Consent to the early termination of the IGA Between Jackson County and
Ashland for lease of the Premises on June 30,2020 and to release the COUNTY from any
and all claims, demands, liabilities, and obligations under the terms of said agreement.
3. In consideration for the agreements of the DISTRICT and ASHLAND, above, the
COUNTY hereby agrees to:
A. Consent to the early termination of the IGA Between Jackson County and
Ashland on June 30, 2020 and to release ASHLAND from any and all claims, demands,
liabilities, and obligations under the terms of said agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement with the intent that
it be effective as of the Effective Date notwithstanding the actual date of signing or delivery of this
Agreement.
JACKSON COUNTY JACKSON COUNTY LIBRARY
DISTRICT
By: B y: Wit-- — t' J7
Danny Jordan, Su.s;a ,fi p t Jl.4!��.1 �Q
Jackson County Administrator
Dated: — Dated:
Approved as to Legal Sufficiency: Approved as to Legal Sufficiency:
By: Pete Philbrick, Sr.Asst. County Counsel B+auelynABI—iclk, District Counsel
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INTERGOVERNMENTAL AGREEMENT FOR ASHLAND BRANCH LIBRARY-Page-2
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CITY OF ASHLAND
By:
Dated:
Approved as to Legal Sufficiency:
By: Katrina L. Brown
Assistant City Attorney
EXHIBIT A
Commencing at the Northwest corner of Lot 1 of Pracht's Addition to the City of Ashland,
Jackson County, Oregon, as now recorded; which point bears South 89°52'46" East(record East)
433.36 feet from the Southwest corner of D.L.C. No. 42,in Section 9, Township 39 South, Range
1 East of the Willamette Meridian,said point being on the Easterly right-of-way of Gresham Street;
thence South 00°06'36" West(record South) along said Easterly right-of-way 148.90 feet; thence
leaving said right-of-way South 56°07'36" East 21.97 feet; thence along the arc of a 35.10 foot
radius curve to the left (the cord of which bears South 88°12'10" East, 37.28 feet) 39.30 feet;
thence North 59°43'16"East,23.98 feet;thence North 33°53'24"East, 100.74 feet to the Southerly
right-of-way of Siskiyou Boulevard; thence North 56°07'36" West (record North 56°15' West)
along said Southerly right-of-way 119.36 feet;thence North 89°52'46"West 33.00 feet to the point
of beginning, containing 14,989.86 square feet, more or less.
INTERGOVERNMENTAL AGREEMENT FOR ASHLAND BRANCH LIBRARY-Page -4
EXHIBIT B
INTERGOVERNMENTAL AGREEMENT
BETWEEN THE CITY OF ASHLAND AND THE JACKSON COUNTY LIBRARY
DISTRICT
THIS INTERGOVERNMENTAL AGREEMENT BETWEEN JACKSON COUNTY
LIBRARY DISTRICT AND THE CITY OF ASHLAND (the "Agreement"), is entered into by
and between the CITY OF ASHLAND, an Oregon municipal corporation (the "City"), and the
JACKSON COUNTY LIBRARY DISTRICT, a library district organized under Chapters 198
and 357 of the Oregon Revised Statutes (the "District), and is effective as of July 1, 2020 (the
"Effective Date").
RECITALS
WHEREAS, the City is the owner of certain real property, commonly known as the
Ashland Branch Library located at 410 Siskiyou Blvd., Ashland, Oregon, and more particularly
described on Exhibit A, which is attached hereto and incorporated herein by this reference (the
"Premises"); and
WHEREAS, since June of 2014, the District has operated the Premises as the Ashland
Branch Library, a free public library, pursuant to the Intergovernmental Agreement Between
Jackson County and Jackson County Library District for Lease and Sublease of Library Facilities
and Property dated June 24, 2015 (the "Jackson County IGA") in connection with the
Intergovernmental Agreement Between Jackson County and the City of Ashland entered into on
December 3, 2002, as amended (the "IGA Between Jackson County and Ashland"); and
WHEREAS, the Jackson County IGA terminates on June 30, 2020; and
WHEREAS, ORS 190.010 allows a unit of local government to enter into a written
agreement with any other unit of local government for the performance of any function and/or
activity the local government has the authority to perform. Therefore, the District and City are
jointly authorized to enter into such an agreement pursuant to Chapter 190 of the Oregon
Revised Statutes; and
WHEREAS, the parties desire to enter into an intergovernmental agreement pursuant to
ORS Chapter 190 for the continued use of the Premises by the District for the operation of a free
public library. The City hereby certifies that it meets the above eligibility criteria for such
cooperation with the District, and the District hereby certifies that it meets the above eligibility
criteria for such cooperation with the City; and
WHEREAS, as a result of this Agreement, any unit of local government, consolidated
department, intergovernmental entity or administrative officers designated herein to perform
specified functions or activities is vested with all powers, rights, and duties relating to those
functions and activities that are vested by law in each parry to this Agreement, its officers,
agencies, and designated representatives.
NOW, THEREFORE, in consideration of the terms and conditions contained herein, it is
mutually agreed by the District and City as follows:
PAGE 1 of 11-INTERGOVERNMENTAL AGREEMENT BETWEEN TIIE CITY OF AsuLAND AND THE JACKsoN CouNTY
LIBRARY DISTRICT
EXHIBIT B
AGREEMENT
SECTION 1. Leased Premises
The City hereby leases to the District and the District hereby leases from the City the
Premises, together with all improvements thereon which are owned by the City, including but not
limited to, parking areas, driveways, landscaping, fencing, infrastructure and signs (collectively,
the "Improvements"). As used herein, "Premises" shall include the land together with all City-
owned Improvements thereon.
SECTION 2. Term
This Agreement shall be binding upon the parties as of the Effective Date. The term of
this Agreement (the "Term") shall commence on the Effective Date and shall continue, unless
sooner terminated as provided in Section 9, until June 30, 2038 (the"Expiration Date").
SECTION 3. Rent
The District shall pay as rent for the leased Premises the sum of One U.S. Dollar ($1.00)
per year beginning on Effective Date and on the first day of July of each subsequent year
throughout the Term. It is expressly agreed that the rent payable by the District as a public body
has been established to reflect below market rent resulting from the exemption from taxation.
Any condemnation or default rental valuation shall presume payment by the District of fair
market rent for the leased Premises.
SECTION 4. Obligations and Responsibilities of the District
4.1 Net Lease. The District, at its sole expense, shall be responsible for the
development, maintenance,repair, and operation of the branch library on the Premises and for all
other facilities and Improvements to the Premises.
4.2 Utilities and Services. The District shall assume and pay for all costs of, or
charges for, utility services furnished to the District during the Term of this Agreement. The
District shall provide, at its own cost and expense, all heating/cooling, electrical, water, sewer,
and janitorial services, and all other services necessary to maintain and operate the Premises.
4.3 Permitted Activities. The District's use of the leased Premises shall be limited to
operating a free public library for the benefit of, and uniformly available on the same terms to,
all members of the public in Jackson County, and is to use for these purposes the property and
property interests furnished by the City. As used herein, the phrase "operating a free public
library" includes all activities generally associated with a public library, both as of the Effective
Date as well as at all times during the Term, and includes but is not limited to the storage,
collection, display, circulation and care of books, periodicals, documents, photographs, films,
musical scores, musical recordings, and all forms of electronic data, for use by the general
public, as well the facilitation of programing (e.g., book talks, story times, lectures, etc.).
Notwithstanding the foregoing, the District may also allow outside organizations to use the
library facilities (e.g., meeting room use) and may require the payment of rent and/or fees for
such use in order to cover additional costs of maintenance and personnel to monitor library
PAGE 2 of 11-INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF ASHLAND AND THE JACKsoN COUNTY
LIBRARY DISTRICT
EXHIBIT B
building and Premises use. The District agrees not to use the Premises for any unauthorized
purpose nor to engage in or permit any unauthorized activity within or from the Premises.
4.4 Provision of Library Services; Budget. The District, in its sole discretion, shall
decide on the level of service to be provided and the budget allocations for the free public library
on the Premises.
4.5 Signs. The District shall not erect, install, nor permit upon the Premises any sign
or other advertising device without first having obtained the written consent of the City and any
necessary permit.
4.6 Alterations. The District shall not perform any construction upon the Premises
nor modify, alter, or remove any permanent capital improvements lying within the Premises
without prior written approval of the City, which shall not be unreasonably withheld. Any
improvements made or fixtures attached to the Premises or the library building during the Term
of the Agreement shall become the property of the City upon the Expiration Date
4.7 Repairs. The District, at the District's expense, shall keep the Premises in good
repair, operating condition, working order, and appearance, including without limitation: (i)
repairs and maintenance of the roof and gutters, exterior walls (including painting), bearing
walls, structural members, floor slabs, and foundation; (ii) repair and maintenance of exterior
water, sewage, gas, and electrical services from the point of entry to the Premises; (iii) repair of
the heating and air conditioning system, including ordinary maintenance; (iv) repair of interior
walls, ceilings, doors, windows, and related hardware, light fixtures, switches, wiring, and
plumbing.
4.8 Grounds Maintenance/Landscaping. The District, at the District's expense, shall
be responsible for maintaining in good, safe, and presentable condition, that part of the Premises
comprising the grounds, including landscaping, and approaches to the library building, including
sidewalks, driveways, curbs, and parking areas located on the Premises. The District, at the
District's discretion, may contract with independent service providers or Jackson County for the
provision of services necessary to fulfill the terms of this Subsection 4.8.
4.9 Restrictions on Use. The District's activities on, or use or possession of, the
Premises, shall comply with all applicable laws, ordinances, codes, rules and regulations of the
State of Oregon, Jackson County, and the City, as they now exist or may be amended from time
to time.
4.10 Liens. The District shall have no power to do any action to make any contract
that may create or be the foundation for any lien, mortgage, or other encumbrance on any interest
of the City in the Premises.
4.11 Hazardous Substances. As used herein, "Hazardous Substances" shall be
interpreted in the broadest sense to include any and all substances, emissions, pollutants,
materials, or products defined or designed as hazardous, toxic, radioactive, dangerous, or
regulated wastes or materials or any other similar term in or under any environmental law
including, but not limited to, ORS Chapter 465 and ORS Chapter 466. The District shall not
cause or permit any Hazardous Substances to be spilled, leaked, disposed of, or otherwise
PAGE 3 of 11-INTERGovERNMENTAL AGREEMENT BETWEEN TIIE CITY OF AsuLAND AND THE JACKsoN CouNI'Y
LIBRARY DISTRICT
EXHIBIT B
released on or under the Premises. The District may use or otherwise handle on the Premises
only those Hazardous Substances typically used in or sold in the prudent or safe operation of a
public library. The District may store such hazardous substances on the Premises only in
quantities necessary to satisfy the District's reasonably anticipated needs. The District shall
comply with all environmental laws, including federal, state, or local statutes, regulations, or
ordinances, and shall exercise the highest degree of care in the use, handling, and storage of
Hazardous Substances. The District shall take all practicable measures to minimize the quantity
and toxicity of Hazardous Substances used, handled, or stored on the Premises. Upon expiration
or termination of this Agreement, the District shall remove all Hazardous Substances.
4.12 Taxes. The District agrees to pay all lawful taxes and assessments which may,
during the term hereof, or any extension as provided for herein, become a lien or which may be
levied by any tax levying body, upon the Premises or upon any taxable interest by the District
acquired by this the lease of the Premises, or any taxable possessory right which the District may
have on the Premises of facilities hereby leased by reason of its occupancy thereof, or otherwise,
as well as all taxes on taxable property, real or personal, leased or owned by the District in or on
said Premises. Upon any termination of tenancy, all taxes then levied, or a lien on any of said
property or taxable interest therein, shall be paid in full, without proration by the District,
forthwith, or as soon as a statement thereof has been issued by the tax collector, if the
termination occurs during the interval between attachment of the lien and issuance of the
statement.
4.13 Insurance.
4.13.1 Property Insurance. The District shall maintain, in full force and effect
during the entire Term of this Agreement, a property insurance policy or policies covering loss or
damage to the Premises, in the amount of the full replacement value thereof, as the same may
exist from time to time and be established by the City, against all perils included within the
classification of fire, extended coverage, vandalism, malicious mischief, flood (in the event the
same is required by a lender having a lien on the premises), earthquake (in the event the same is
required by a lender having a lien on the premises), and special extended perils ("special form"
as such term is used in the insurance industry). The insurance shall provide for payment of loss
thereunder to the City or to the holders of mortgages or deeds of trust on the Premises. If the
County shall fail to procure and maintain such insurance coverage as required, the City may, but
shall not be required to,procure and maintain the same, but at the expense of the District.
4.13.2 Liability Insurance. The District shall maintain, in full force and effect
throughout the entire Term of this Agreement, a policy or policies of general liability and
property damage insurance (or in the alternative, provide evidence of a properly funded and
administered self-insurance program acceptable to the City,) with respect to the Premises and all
activities conducted by the District upon the Premises, with a combined single limit for personal
or bodily injury and property damage of not less than $2,000,000 (two million dollars) per
occurrence. In the event the statutory limit of liability of a public body for claims arising out of a
single accident or occurrence is increased above the combined single limit coverage
requirements specified, the District shall increase the coverage to the statutory limit for such
claims and increase the aggregate coverage to twice the amount of the statutory limit. The policy
shall name the City and the District as insureds, and shall contain a clause that the insurer will
PAGE 4 of 11-INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF ASHLAND AND THE JACKsoN COUNTY
LIBRARY DISTRICT
EXHIBIT B
not cancel or change the insurance without first giving the City not less than 30 days' prior
written notice. The insurance shall be provided by an insurance company or self-insured
insurance trust licensed to provide such coverage in the State of Oregon (or in the alternative,
through a properly funded and administered self-insurance program), and a copy of the policy or
a certificate of insurance (or written evidence of such self-insurance program) shall be delivered
to the City. All such coverage shall be written to provide primary coverage, not secondary or
supplemental to coverage which the City may carry. All such policies shall contain a provision
that the City, whether or not named as an insured, shall be entitled to recover under the policies
for any loss occasioned to it, its officials, agents, employees, and representatives by reason of the
negligence of the District. All such insurance shall specifically insure the performance of the
District of the indemnity agreement as to liability for injury to or death of persons or injury or
damage to property contained in Section 6.
4.13.3 Subrogation. The District waives its rights of subrogation against the City
for any reason whatsoever, and any insurance policies required to be procedure by the District
shall contain an express waiver of any right of subrogation by the insurer against the City.
SECTION 5. Obligations and Responsibilities of the City
5.1 Solar Panels. The City shall be responsible for the repairs and maintenance of any
solar panels that may be installed on the Premises.
5.2 Other Repairs and Maintenance. The City shall be responsible for the repairs and
maintenance of any other improvements mutually identified by the District and the City as
requiring extraordinary maintenance or repairs and which may be undertaken in the future to
meet the City's building standards. In the event the City elects to install solar panels or
undertake repairs or maintenance to meet its environmentally responsible building standards, the
parties shall enter into an amendment to this Agreement containing terms and conditions for such
installation or undertaking.
SECTION 6. Limitations of Liability/Indemnification
6.1 Cam. The City shall defend, save,hold harmless and indemnify the District and its
officers, employees and agents from and against any and all claims, suits, actions, losses,
damages, liabilities, costs, and expenses of any nature resulting from, arising out of, or relating to
the negligence or intentional misconduct of the City or its officers, employees, or agents acting
under this Agreement.
6.2 District. The District shall defend, save,hold harmless and indemnify the City and
its officers, employees and agents from and against any and all claims, suits, actions, losses,
damages, liabilities, costs, and expenses of any nature resulting from, arising out of, or relating to
the negligence or intentional misconduct of the District or its officers, employees, contractors, or
agents acting under this Agreement.
6.3 Risk of Loss. Except as provided in Subsection 6.4, the District agrees to assume
all risks of loss, injury, or damages of any kind or nature whatsoever to any building or other
structure on the Premises, which may be now or hereafter placed upon the Premises for library
purposes, and all risks of loss, injury, or damage of any kind or nature whatsoever to the contents
PAGE 5 of I I-INTERGovERNMENTAL AGREEMENT BETWEEN THE CITY OF ASHLAND AND THE JACKsoN COUNTY
LIBRARY DISTRICT
EXHIBIT B
of any such building or structures, or to any goods, merchandise, chattels, or any other property
now, or that may hereafter be, upon the Premises, whether belonging to the District or others,
and whether such loss, injury, or damage results from fire or other agency or otherwise, unless
caused by the sole negligence of the City, or any of its employees or agents, and to save and keep
harmless the City from all claim and suits growing our of any such loss, injury, or damage.
6.4 Exceptions. In exception to the terms of Subsections 6.1 and 6.3, the District does
not indemnify the City or any other person or entity for any risk, loss, or liability due to the
defective design or negligent construction of any building, facility, or structure on the Premises.
In the event of loss or litigation arising from the defective design or construction of any building,
facility, or structure, there is no agreement between the parties as to indemnity or contribution.
SECTION 7. Condemnation
If all of the Premises are condemned by the right of eminent domain, or if such portion
of the Premises are condemned that the portion remaining is not sufficient and suitable in the
District's sole judgment for continued use as a public library, then this Agreement shall cease
and terminate as of the date on which the condemning authority takes possession. If this
Agreement terminates as a result of the condemnation, the District shall have the right to and
shall be entitled to receive directly from the condemning authority that portion of the award
referred to as the "Leasehold Award." The Leasehold Award shall mean that portion of the
award in condemnation proceedings that represents the fair market value of the Lessee's
leasehold estate as so taken and, provided this Lease is not terminated as a result of such
condemnation or taking, the consequential damages to any improvements owned by the District
on the Premises.
SECTION 8. Appropriation for Funding
Notwithstanding any other provision of this Agreement to the contrary, in the event
insufficient funds are appropriated for performing this Agreement, and the District has no other
lawfully available funds, the District may terminate this Agreement at the end of its current fiscal
year, with no further liability or penalty to the City. The District shall deliver written notice to
the City of such termination pursuant to the terms set forth in Section 9.
SECTION 9. Termination
9.1 Expiration. This Agreement shall expire at the end of the Term, unless sooner
terminated as provided for herein, and the District shall have no further rights, interest, or
privileges hereby granted by this Agreement or otherwise claimed.
9.2 Mutual Consent. This Agreement may be terminated at any time by mutual
consent of both parties.
9.3 For Cause. The District may terminate or modify this Agreement, in whole or in
part, effective upon delivery of written notice to the City, or at such later date as may be
established by the District, under any of the following conditions:
PAGE 6 of 11-INTERGovERNMENTAL AGREEMENT BETWEEN TIIE CITY OF AsuLAND AND THE JACKsoN COUNTY
LIBRARY DISTRICT
EXHIBIT B
i. If District funding from federal, state, or other sources is not obtained and
continued at levels sufficient to allow for the continued operation of the Ashland Branch
Library;
ii. If federal or state regulations or guidelines are modified, changed, or
interpreted in such a way that this Agreement is no longer allowable or appropriate or the
provision of library services is no longer eligible for the funding utilized by the District to
provide library services at the Ashland Branch Library;
iii. The District may also terminate this Agreement in the event the Premises
becomes uninhabitable through no fault of the District and the District lacks sufficient
funds to make the Premises habitable. In such an event, the District shall provide the City
with 180 days' advance notice from when it deems the Premises uninhabitable. In the
event of such a termination, the District shall have no further liability to the City; or
iv. As provided in Section 8.
9.4. For Default or Breach. Either party 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 thirty days' (30) advance written notice of the breach and intent to
terminate. If the party committing the breach has not entirely cured the breach within thirty (30)
days of the date of the notice, then the Agreement may be terminated at any time thereafter by a
written notice of termination by the party giving notice. In the event the breach is of such nature
that it cannot be reasonably cured within 30 days, the breaching parry shall have a reasonable
amount of time to cure. Written notice to the parties shall be made in accordance with
Section 12. The rights and remedies provided in this subsection are not exclusive and are in
addition to any other rights and remedies provided by law, or in equity, or under this Agreement.
9.5. Obligation/Liability of Parties. Termination of this Agreement pursuant to
Subsection 9.1, 9.2, 9.3, 9.4, or 9.5, above, shall be without prejudice to any obligations or
liabilities of either parry already accrued prior to such termination or modification.
SECTION 10. Title to Improvements
10.1 Library Contents. All books, furniture, furnishings, and equipment previously
transferred to Jackson County pursuant to the agreement dated May 22, 1970, between Jackson
County and the City regarding the Ashland Public Library, have been transferred from Jackson
County to the District and shall remain the property of the District. The Shakespearean Library
shall remain the property of the Oregon Shakespeare Festival Association.
10.2 Title to Facilities and Improvements. All existing facilities and improvements,
and all new facilities and improvements or alterations performed on the Premises shall be the
property of the City when installed.
10.3 Reversion of Title. In the event the District, for any reason, should cease to
operate a Countywide library system, or a library at the Premises , then, and in that event, all
right, title, and interest in and to all of the books, furniture, furnishings, and equipment
previously transferred to Jackson County under the 1970 agreement which have not been
PAGE 7 of 11-INTERGovERNMENTAL AGREEMENT BETWEEN TIIE CITY OF ASHLAND AND TIIE JACKsoN COUNTY
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EXHIBIT B
discarded due to obsolescence, shall revert to the City, and this Agreement shall be deemed null
and void and the City shall have the right to immediate possession of the Premises.
10.4 Right to Re-Enter Premises. The District agrees to yield and peaceably deliver
possession of the Premises to the City on the date of termination of this Agreement, whatsoever
the reason for such termination.
10.5 Holdover. In the event the District remains in possession of the Premises after the
expiration of the Term, without any written renewal thereof, such holding over shall not be
deemed as a renewal or extension of this Agreement but shall create only a tenancy from month
to month which may be terminated at any time by the District or the City upon 30 days' written
notice.
SECTION 11. Compliance with Law
The District and the City shall comply with all federal, state and local laws and
ordinances as applicable to this Agreement. Failure to comply with such requirements shall
constitute a breach of this Agreement and shall be grounds for termination. Without limiting the
generality of the foregoing, the City and the District expressly agree to comply with the
following as applicable: (i) Title VI and VII of Civil Rights Act of 1964, as amended;
(ii) Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; (iii) the Health
Insurance Portability and Accountability Act of 1996; (iv) the Americans with Disabilities Act of
1990, as amended; (v) ORS Chapter 659A, as amended; (vi) all regulations and administrative
rules established pursuant to the foregoing laws; and (vii) all other applicable requirements of
federal and state civil rights and rehabilitation statutes, rules and regulations. The respective
performance by each parry under the Agreement is conditioned upon the other party's
compliance with the provisions of ORS Chapter 279A, B, and C, which are incorporated by
reference herein.
SECTION 12. Notice
Whenever notice is required or permitted to be given under this Agreement, such notice
must be given in writing by personal delivery; by sending via a reputable commercial overnight
courier; or by mailing using registered or certified United States mail, return receipt requested,
postage prepaid, at the address or addresses provided below, unless some other means or method
of notice is required by law. Each party will notify the other of any change of address.
IF TO THE DISTRICT:
Jackson County Library District
Attn: Library Director
205 South Central Avenue
Medford, Oregon 97501
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EXHIBIT B
IF TO THE CITY:
City of Ashland
Attn: City Administrator
20 East Main Street
Ashland, Oregon 97520
With a copy to:
City of Ashland
Legal Department
20 East Main Street
Ashland, Oregon 97520
SECTION 13. Funds Available and Authorized
The District and the City have sufficient funds available and authorized for expenditure
to finance the costs of this Agreement within their respective fiscal year budgets.
SECTION 14. Miscellaneous
14.1 Jurisdiction and Venue. This Agreement shall be governed by the laws of the
State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of
any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for
Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue
shall be in the federal district court for the district of Oregon. Each party expressly waives any
and all rights to maintain an action under this Agreement in any other venue, and expressly
consents that, upon motion of the other party, any case may be dismissed or its venue transferred,
as appropriate, so as to effectuate this choice of venue.
14.2 Successors. This Agreement shall be binding and inure to the benefit of any
successor or assign of the City and/or any successor or assign of the District.
14.3 Headings. The section and subsection headings contained herein are for
convenience in reference and are not intended to define or limit the scope of any provision of this
Agreement.
14.4 Attorney. In any action or arbitration brought by the other party under this
Agreement, the prevailing parry shall be entitled to recover interest, costs, and reasonable
attorney fees, as set by the court or arbitrator, or if on appeal, by the appellate court.
14.5 Force Majeure. Neither party to this Agreement shall hold the other responsible
for damages or delay in performance caused by acts of God, strikes, lockouts, accidents,
pandemic, or other events beyond the control of the other or the other's officers, employees or
agents.
14.6 Partial Invalidity. If any term, covenant, condition, or provision of this Agreement
is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder
PAGE 9 OF 11-INTERGOVERNMENTAL AGREEMENT BETWEEN TIIE CITY OF AsuLAND AND THE JACKsoN COUNTY
LIBRARY DISTRICT
EXHIBIT B
of the provisions hereof shall remain in full force and effective and shall in no way be affected,
impaired, or invalidated thereby.
14.7 Non-Waiver. The failure of either party to insist upon strict performance of any of
the terms, covenants, or conditions of this Agreement shall not be deemed a waiver of any right
or remedy that either party may have, and shall not be deemed a waiver of the right to require
strict performance of all the terms, covenants, and conditions of this Agreement thereafter, nor a
waiver of any remedy for the subsequent breach or default of any term, covenant or condition of
the Agreement. Any waiver, in order to be effective, must be signed by the party whose right or
remedy is being waived.
14.8 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original but all of which shall constitute one instrument.
14.9 Entire Agreement. This Agreement represents the entire agreement between the
parties related to the lease of the Premises and shared use and maintenance of the Parking Lot,
well, and waterline and shall supersede all previous communications, representations, or
agreements, whether verbal or written, between the parties hereto with respect to such leasing.
Any modifications, changes, additions, or deletions to this Agreement must be approved by the
parties in writing and attached and incorporated by reference into this Agreement.
IN WITNESS WHEREOF, the parties or their duly-authorized representatives have
executed this Agreement with the intent that it be effective as of July 1, 2020, notwithstanding
the actual date of signing or delivery of this Agreement.
CITY OF ASHLAND JACKSON COUNTY LIBRARY DISTRICT
By: By:
Adam Hanks, Interim City Administrator Susan Kiefer, President
Dated: Dated:
Approved as to Legal Sufficiency: Approved as to Legal Sufficiency:
By: By:
Katrina L. Brown Jacquelyn Bunick, District Counsel
Assistant City Attorney
PAGE 10 OF 11—INTERGOVERNMENTAL AGREEMENT BETWEEN TIIE CITY OF AsuLAND AND THE JACKSON COUNTY
LIBRARY DISTRICT
EXHIBIT B
EXHIBIT A
Commencing at the Northwest corner of Lot 1 of Pracht's Addition to the City of
Ashland, Jackson County, Oregon, as now recorded; which point bears South 89°52'46" East
(record East) 433.36 feet from the Southwest corner of D.L.C. No. 42, in Section 9, Township 39
South, Range 1 East of the Willamette Meridian, said point being on the Easterly right-of-way of
Gresham Street; thence South 00°06'36" West (record South) along said Easterly right-of-way
148.90 feet; thence leaving said right-of-way South 56°07'36" East 21.97 feet; thence along the
arc of a 35.10 foot radius curve to the left (the cord of which bears South 88°12'10" East, 37.28
feet) 39.30 feet; thence North 59°43'16" East, 23.98 feet; thence North 33°53'24" East, 100.74
feet to the Southerly right-of-way of Siskiyou Boulevard; thence North 56°07'36" West (record
North 56°15' West) along said Southerly right-of-way 119.36 feet; thence North 89°52'46" West
33.00 feet to the point of beginning, containing 14,989.86 square feet, more or less.
PAGE 11 OF 11—INTERGOVERNMENTAL AGREEMENT BETWEEN TIIE CITY OF AsuLAND AND THE JACKSON COUNTY
LIBRARY DISTRICT