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HomeMy WebLinkAbout2017-06-12-minutes-public-works-study-sessionKITTITAS COUNTY COMMISSIONERS Public Works Study Session Regular Meeting Monday June 12, 2017 - 1:30 PM Commissioners' Auditorium 205 West 5th Room 109 - Ellensburg 1. Call to Order 2. Request to Approve a Lease Amendment with Sierra Romeo LLC for Lot H-31 of the Kittitas County Amended Binding Site Plan at Bowers Field. 3. Resource Sharing Interlocal Agreement with the City of Ellensburg Discussion. 4. Other business 5. Adjourn Created on 6/9/2017 9:15.15 AM �c CPSCAOF.S... JO nifCO<G 9 KIMTASCOIA V K11TT11T2kI3 COUNTY DEPARTMENT OF PUBLIC WORKS Mark Cook, Director STUDY SESSION MINUTES June 12, 2017 THOSE PRESENT: Paul Jewell, Laura Osiadacz, Obie O'Brien (BOCC); Mark Cook (DPW); Dan Carlson, Mike Flory, Steph Mifflin (CDS) REQUEST TO APPROVE A LEASE AMENDMENT WITH SIERRA ROMEO LLC FOR LOT H-31 OF THE KITTITAS COUNTYAMENDED BINDING SITE PLANAT BOWERS FIELD: Mark stated that the Board of County Commissioners may recall that in late of 2016, Public Works worked with the Lessee of the main hangar to affect a property transfer between Midstate Aviation, the Fixed Based Operator at the Airport, and Central Washington University. That resulted in Central Washington University assuming Midstate Aviation's lease for the main hangar which creates opportunity for their flight training program. As part of that larger deal, Midstate Aviation through Sierra Romeo approached Public Works subsequent to the deal and asked to enter into a land lease to construct a new hangar facility. The Board of County Commissioners saw that project as favorable and approved the lease. Mark added that what has since transpired is that in order for Sierra Romeo (Ron Mitchell) to benefit from a land exchange the lease agreement needs to be in a LLC hand's for a period of time. Mr. Mitchell is proposing that the lease be amended recognizing that Sierra Romeo be taken off the lease and his LLC of Vemopal LLC as the Lessee. The lease amendment was then presented to the Board of County Commissioners for consideration. Discussion was held. Board Direction: Commissioner Osiadacz made a motion to approve the lease amendment as presented and Commissioner O'Brien seconded the motion. Lease Amendment was approved as presented. RESOURCE SHARING INTERLOCAL AGREEMENT WITH THE CITY OF ELLENSBURG DISCUSSION - Mark reported that in 2002 the Board of County Commissioners and the City of Ellensburg entered into a Resource Sharing Agreement wherein both parties lay out how billings are processed for services. The center piece for this discussion is the annual chipseal program where the City engages the County to maintain their road network. Mark continued that Director Lyyski approached him with a consideration to amend the existing agreement in two ways. First there is a thirty (30) day invoicing requirement in the 2002 agreement that both ourselves 411 N. Ruby, Suite #1 TEL (509) 962-7523 Ellensburg, WA 98926 FAX (509) 962-7663 Dept. of Public Works Page 2 and the City don't hit consistently as a business practice and that has to do with the way our bills come in mid -month and the processing timelines for our finance department. We both recognize that is something the City and County would like to eliminate. The next piece has to do with capping our labor and fringe benefits at 15%, we do that for each other but in Public Works we run about 30% and it's a significant hit to drop it that much. The current agreement proposal maintains that 15%, however, Mark is hoping for a conversation with the Board of County Commissioners to affirm that this is their desire going forward. The other piece we altered recently that the City has not formally embraced is the materials also to be added into the agreement for 15% cost recovery. What the Department is doing is we are moving the chip seal program from a buy rock as needed into an inventory program. The reason for this is because we don't always have the quantities readily available from the supplier. Staff believes this is a good year to migrate the program into a more formalized inventory based program. Therefore, we will always have rock stored and available. What will happen as we build those inventories we will pull out of that the stockpile as we contract with the City at a last year's pricing and we may have to buy more materials at a higher cost. The City is reluctant to consider the 15% cost recovery on the material. Commissioner Jewell stated that the second issue can be addressed by simply saying the current market rate or the price paid, whichever is higher. Discussion was held. Commissioner Jewell added that as far as the labor and fringe benefits piece there is absolutely no way we should be charging 15% if we are in the 30% range. The work we do for the City for maintenance of their roads should be at cost recovery. Further discussion was held. Board Direction: Discuss with City of Ellensburg and make discussed changes and present for consideration at an Agenda Session. If the City of Ellensburg does not agree to the changes take action to terminate existing agreement. OTHER BUSINESS. Flooding Update: Mark stated that Naneum Creek continues to surge around both ends of the Bar 14 Bridge. Staff has not been able to get into the water due to high flows. The one thing that staff did do last week was take advantage from the County Road Administration Board's (CRAB) offer to use their drone in the upper watershed. Staff drove into the upper watershed to define the course for the drone flight. Several videos were taken and the upper watershed does not show the kind of stress staff expected to see. The bedload at Bar 14 suggests that there was a larger erosion event from the fire several years ago and the slopes are well vegetated and that stream is not moving the rock. Mark continued that staff will be monitoring the road crossings at Thomas Road as well. Mark stated that the aggregate production seems to be mined from Thomas Road to Bar 14 Road. As part of the hydraulic project approval from WDFW staff is committed to bring them a plan July 1, 2017 and that plan may center around community outreach with requests to gain access to some of the private land to access for flood damage. Discussion was held. 411 N. Ruby, Ste. #1 TEL (509) 962-7523 Ellensburg, WA 98926 FAX (509) 962-7663 Dept. of Public Works Page 3 Nelson Siding Road Traffic: Mark stated that over the weekend multiple residents left messages regarding the weekend traffic on Nelson Siding Road. Some of the residents were complimentary to the Sheriff Deputies doing speed enforcement however; they are now stating that this last weekend they have seen people urinating and defecating on the county road and in private driveways. Mark continued that this is not an issue to be enforced by Sheriff Deputies. He did spend some time researching the statute and found in Chapter 46 of the Revised Code of Washington the manner that Public Works can close roads. Staff could argue that the additional weekend traffic is causing increased deterioration of the County road. Mark added that he also looked at whether or not the local Health Officer has any authority in statute with the sanitation issue. Staff could look at closing the road to local traffic only on the weekends. Commissioner Osiadacz responded that she has seen video of the traffic on the road and it was at a standstill. She inquired as to if working with Washington State Department of Transportation (WSDOT) on a solution to this issue. Mark replied that once they are off the freeway it is no longer WSDOT jurisdiction, however, we could inquire as to using some of their signage. Commissioner Jewell asked if bringing WSDOT in for a meeting and making them aware of the problem and ask if they are willing to provide some solution. Discussion was held. Board direction: Contact WSDOT to engage in discussion regarding the issue. 2017 Bridge Inspection Update: Mark stated that staff was noticed last year by the Washington State Department of Transportation Bridge Inspection Division that the county bridges needed to be re -rated due to the Federal Government has allowed special heavy vehicle loads on our structures. This will be a multi-year effort and staff has prepared a task order with our structural consultant and it is in the $100,000 range. Discussion was held. Memorandum of Understanding with Federal Highway Administration — Teanaway Hydraulics Grant: Mark spoke as to the initial grant and that the Federal Highway Administration was obligated to deliver the project. As staff starting working with them it's become apparent to him and Luke Huck, County Engineer that we are in a better position to deliver the project than the federal government due to our location, local knowledge, land acquisition and we are in a better position to negotiate with local residents. Staff made our case to the Federal Highway Administration several months ago and late last week they agreed. They sent a Memorandum of Agreement to migrate the project from the Federal Highway Administration to Public Works/Kittitas County. Mark continued that there will be some financial negotiations and will present to the Board for signature at a later date. Discussion was held. 411 N. Ruby, Ste. #1 TEL (509) 962-7523 Ellensburg, WA 98926 FAX (509) 962-7663 Dept. of Public Works Page 4 Badger Pocket Commercial Vehicle Loads: Mark reported that recently staff has been receiving growing community complaints about commercial vehicle traffic. There are several commercial operations in the area including a hay press and rock quarries. Staff is seeing some damage to the road network including stress cracks from heavier loads. Currently, we have no way to manage this and there is no Commercial Vehicle Officer in the County. Mark stated that he previously mentioned funding the position in Public Works. That would be the only we could start getting some control over the super loads that are breaking the network. He continued that this would be a robust work program and staff would need some time to develop it and have a broader discussion with the Board of County Commissioners. Discussion was held. � M 4 Ni Mark Cook, Director 411 N. Ruby, Ste. #1 TEL (509) 962-7523 Ellensburg, WA 98926 FAX (509) 962-7663 KITTITAS COUNTY AIRPORT DEPARTMENT OF PUBLIC WORKS ADDENDUM TO LEASE THIS ADDENDUM TO LEASE is made and dated this i 2 -',')day of 2017, by and between KITTITAS COUNTY, a municipal corporation in the State of Washington, hereinafter referred to as the LESSOR, and VERNOPAL LLC, and hereinafter referred to as the LESSEE. WITNESSETH: WHEREAS, LESSOR and SIERRO ROMEO (LESSEE) entered into a lease agreement on April 1, 2017, and the LESSOR desires that the lease agreement with the LESSOR shall be between VERNOPAL LLC and Kittitas County NOT between SIERRA ROMEO and Kittitas County, a copy of which is attached hereto and by this reference incorporated herein; NOW, THEREFORE, IT IS HEREBY AGREED by and between the parties to change the LESSEE for Lot H-31 (as shown on the Kittitas County Amended Binding Site Plan BS -10-00001, as recorded June 28, 2010, in Book 11, pages 249-255, County of Kittitas, State of Washington) from SIERRA ROMEO to VERNOPAL LLC. All other terms and conditions of the aforementioned lease shall remain the same. IN WITNESS WHEREOF, the Lessor and Lessee have signed their names and affixed their seals the day and year first above written. �.�G0UtiTY CO ,. 0 4� L,' Attest .....: `\`;. rrPAHkNAc, ° rKGeak,N3ithe Board- Julie Kjorsvik ❑ Deputy Clerk of the Board- Mandy Buchholz LESSOR: BOARD OF COUNTY COMMISSIONERS Obie O'Brien, Commissioner L SE Lessee G(c-. -7 Date Signed KITTITAS COUNTY AIRPORT -: DEPARTMENT OF PUBLIC WORKS LEASE THIS LEASE made and entered into this 1st day of April, 2017 by and between Kittitas County, a municipal corporation in the State of Washington, hereinafter referred to as the LESSOR, and Sierra Romeo, LLC, hereinafter referred to as the LESSEE. WITNESSETH: The Lessor hereby agrees to lease to the Lessee, and the Lessee hereby agrees to lease from the Lessor, the following described real property (hereinafter the `Property'): See Exhibit "A" attached hereto, also described as: Lot H-31, as shown on the Kittitas County Amended Binding Site Plan BS -10-00001, as recorded June 28, 2010, in Book 11, pages 249-255, County of Kittitas, State of Washington. Containing 16,988.4 sq ft, or .39 acres more or less. This lease is made in accordance with Chapter 2.81 KCC. This lease is subject to the provisions of Chapter 59.12 RCW as currently existing of hereafter amended. TERM: The term of this lease shall be 75 years and will commence on the 1st day of April, 2017. 2. RENT: Rent shall be paid in advance on an annual basis, with the first payment due on or before the 1st day of April each year and continuing thereafter until termination of this lease. The rental for each year shall be as follows 04/01/17 - 03/31/22 Rental Rate ($.12 per Sq. Ft.l Not Including Leasehold Tax' Term 04/01/17 - 03/31/18 .2 038.61 04/01/18 - 03/31/19 $2,038.61 04/01/19 - 03/31/20 2 038.61 04/01/20 - 03/31/21 2 038.61 04/01/21 - 03/31/22 2 038.61 04/01/22 Rene otiate 'The current Leasehold Excise Tax Rate is 12.84%. as detemtined by the State of Washington and is subject to change. PACE t K11MAF. COUN rY AiSPOR? 3. ADJUSTMENT OF RENTAL: The rental for every five year period thereafter, or part thereof, at the commencement of such period, shall be readjusted and fixed by the Board of County Commissioners, (a) After the fifth year, the Lessor shall have the right to readjust the rent on or before April 15' of the fifth, tenth, fifteenth, twentieth, twenty-fifth, thirtieth, thirty-fifth, fortieth, forty-fifth, fiftieth, fifty-fifth, sixtieth, sixty- fifth; and seventieth years of this lease for each following five year period; and the increase shall BE THE CUMULATIVE EFFECT OF THE CPI INDEX OVER THE PREVIOUS FIVE YEARS. The rent increase is at the sole discretion of the Lessor, and Lessor may elect to maintain the rent at the previous rate. It is agreed between LESSOR and LESSEE that the following CPI Index will be used for future rental increases: "CPI - All Cities -All Items Size Class D Under 50,000." 4, LEASEHOLD TAX: In addition to any rental herein provided, the Lessee shall pay to the Lessor the leasehold tax as set forth by the State of Washington in Chapter 61, Laws of 1976, Second Executive Session (R.C.W. 82.29A) or as amended. The tax shall be due and payable at the same time the rental charged herein is due and payable. 5. FIRE PROTECTION ASSESSMENT In addition to any rental herein provided, the Lessee shall pay a fee which shaft be in lieu of taxes for fire protection services. The annual rate shall be based upon the annual fire assessment determined by the Kittitas County Assessor and Kittitas Valley Fire & Rescue to be calculated on January 15' of the current year. The assessment shall be pro- rated monthly, due and payable concurrently with the monthly lease payment. 6. UTILITIES: The Lessee shall pay for extension of and all utility services supplied to the premises. Any such extensions shall be subject to the advance review of the Lessor. 7. PURPOSE: It is understood by Lessee that this lease is for commercial purposes and that the lease rate is for a ground lease for a private Aircraft Hangar. The Lessee shall utilize the premises primarily for an aircraft hangar for commercial aircraft storage and maintenance at least seven (7) months out of each calendar year. The following maintenance activities are specifically NOT ALLOWED: ® Fuel transfer ® Welding • Torch cutting ® Torch soldering a Doping • Spray painting PAGE 2 KIi Ii IAS C'JN-IY AIRPORT No planes shall be allowed to be tied -down on the apron area of the leased premises. The leased premises are specifically for the private hangar. 8. RULES AND REGULATIONS: The Lessee agrees to comply with all pertinent rules and regulations of the federal, state and local governments, as well as the rules, regulations, ordinances, and minimum standards of the Kittitas County Airport (Bowers Field), as are presently in effect and may in the future be adopted. The rules, regulations, ordinances and minimum standards of the Kittitas County Airport (Bowers Field) are made a part of this Agreement and shall have the same effect as though written herein. A copy of the Kittitas County Airport Standards is on file in the office of the Kittitas County Department of Public Works. 9. IMPROVEMENTS: Upon termination of this lease, for whatever reason and under whatever circumstances, all improvements remaining upon the leased premises become the property of Lessor, free and clear, without any liability of Lessor to Lessee. Should Lessor desire the removal of Lessee's improvements upon the date of lease termination, Lessor shall give Lessee written notice to remove all improvements and return the premises to its state as before the lease at least thirty (30) days prior to the termination date for the lease. Upon removal, the premises shall be left in a neat and orderly condition, without debris and shall be graded level. Should the premises not be left in such condition, after Lessee received such notice, Lessor may remove improvements and repair the premises and seek reimbursement from Lessee in any manner allowed by law. In consideration for a lease term in excess of 10 years in duration, Lessee promises and agrees to maintain the structure described on Exhibit "A" attached hereto and incorporated herein by this reference. Lessee agrees that, should Lessee fail to maintain the structure described in Exhibit "A", this lease shall automatically terminate and Lessee forfeits any and all interest in the premises. No construction may be made without prior obtaining of appropriate permits, the responsibility for which is that of Lessee. 10. REPAIRS: The maintenance and repair of the aircraft hangar structure and other improvements shall be the responsibility of the Lessee, including utilities within the leased area. The Lessee further agrees that it will not commit waste and that it will keep said premises in a safe, sanitary, neat, presentable, and otherwise good condition, and in general shall comply with all the applicable governmental rules, ordinances and regulations as may be required or imposed by such authorities on said premises and shall comply with any direction pursuant to law of any public officer or officers who shall be empowered to enforce local, state and federal rules, regulations and ordinances upon the Lessee with respect to the said premises or the use, occupancy, or control thereof and shall not suffer any improper or offensive use of said premises. PAC,e =. K[�?:'IAS N,Y AIh PORI 11. AREA MAINTENANCE: Lessee shall, during the term of this lease, maintain the area between the building and boundary line of said lease to the satisfaction of the Lessor. The area shall be kept free of all debris, weeds and brush for the term of this lease. Lessee shall reimburse the Kittitas County Weed Board or Kittitas County Department of Public Works for any costs incurred in the event that the County Weed Board or Kittitas County Department of Public Works undertakes noxious weed or vegetation control measures. 12. INSURANCE: The Lessee shall obtain and maintain in force during the term of this agreement a liability insurance policy, which provides protection for bodily injury (including death) and property damage. Said insurance shall provide coverage by the Lessee to any employees or permittees of the Lessee, and shall name the Lessor as coinsured. (a) Liability insurance policy shall have the following provisions, at a minimum: (i) Premises and leased area liability coverage in an amount not less than $1,000,000 - each occurrence. (ii) Provide for not less than thirty (30) days in advance a written notice to Kittitas County regarding any material change or termination of the policy. (b) Lessee hereby releases Lessor of and from every and all right, claim and demand that Lessee may hereafter have against Lessor, its successors or assigns, arising out of or in connection with any loss or losses occasioned by fire and such items as are included under the normal extended coverage clauses of insurance policies, and does hereby waive all rights of subrogation in favor of insurance carriers against Lessor arising out of any losses occasioned by fire and such items as are included under the normal extended coverage clauses of fire insurance policies, and sustained by Lessee in or to the said premises and leased area. The Lessee shall provide the Lessor with a copy of said insurance policy. 13. AIRPORT TRAFFIC: It is understood and agreed that the Lessee's use of said premises and leased area shall not in any manner interfere or restrict the use of aircraft landings, take -offs, storage of aircraft, taxiing, and movement of ground vehicles. Lessee shall comply with all rules and regulations of the Federal Aviation Administration, Washington State Department of Transportation Aeronautics Division, and the Kittitas County Airport Standards. 14. HUNTING: Hunting or discharging of firearms will not be permitted on or from said premises or leased area. K". T! i nS COUidi 15. NOTICES: Any notice given by agreement shall be in writing and receipt requested as follows: (a) If to Lessor, addressed to: a1KPORi one party to the other in connection with this shall be sent by certified or registered mail, return Kittitas County Department of Public Works 411 N. Ruby, Suite #1 Ellensburg, Washington 98926 (b) If to Lessee, addressed to: Sierra Romeo, LLC c/o Ron V. Mitchell 1351 Naneum Road Ellensburg, Washington 98926 Notice shall be deemed to have been received on the third day after the date of mailing. Notice need be sent to but one Lessee where the Lessee is more than one person. 16. ATTORNEY FEES: In case Lessor shall bring suit to recover any rent due hereunder, or for breach of any provision of this lease, or to recover possession of the leased premises, or if Lessee shall bring any action for any relief against Lessor, declaratory or otherwise, arising out of this lease, the prevailing party shall recover reasonable attorney fees which shall be determined and taxed by the court as part of the costs of such action. 17. RIGHTS OF THE U.S. GOVERNMENT: The Lessor holds title to the Property herein leased, partially by virtue of a deed from the United States Government. A copy of said deed is available for inspection at the office of the Kittitas County Department of Public Works, hereto and made a part of this instrument as though fully set forth herein. Lessee agrees that it will do nothing which will cause the Lessor to be in violation of the terms of said deed. Lessee furthermore agrees that it has had ample opportunity to review said deed and is aware of all of the terms and conditions therein. 18. ASSIGNMENT: The Lessee shall not assign this lease nor sublet any portion thereof without first obtaining the written consent of the Lessor. 19. HOLD HARMLESS: The Lessee hereby agrees to defend, indemnify and hold harmless the Lesser from any and all claims or demands whatsoever arising out of any loss, damage, or injury to persons or property resulting from the Lessee's use or occupancy of said premises and leased area, or caused by the acts or neglect of the Lessee, his agents or employees. e" KI P 11 rRs cclutli y H.IRPOR 20. BANKRUPTCY: It is further agreed and understood that in case of the insolvency or bankruptcy of the Lessee, or any assignment for the benefit of creditors or the appointment of a receiver for the Lessee, this lease shall be immediately forfeited and shall be of no further force and effect, and that the Trustee in Bankruptcy, Receiver, or Assignee for the benefit of creditors shall not have any rights whatsoever in the demised premises. 21. DEFAULT: In the event the Lessee shall fail to comply with any of Lessee's commitments, duties or responsibilities under this lease, or any of its conditions or terms as herein stated, the Lessor may terminate this lease by giving ten (10) days written notice of the conditions or terms being violated. If said failures are not corrected within the ten (10) day period, this lease may be terminated and the Lessor shall be entitled to peaceably retake possession of the premises. 22. MODIFICATION OR TERMINATION: Lessee and Lessor agree that Lessor may, at Lessor's sole discretion, modify the terms of this lease in whole or in part, including but not limited to any term or condition of this lease, including cancelling the unexpired portion of this lease and re -letting the property to another tenant, in the event that any regulation governing airports or county property is amended in a way that impacts the Lessor's ability to lease, use, control, protect, or maintain the Property. For the purposes of this section, "regulation" is defined to include, but is not limited to: case law interpreting any rule or regulation; any federal rules and regulations, including Federal Aviation Administration rules and regulations, state rules and regulations; and local rules, regulations and ordinances. In the event that Lessor shall elect to modify or terminate this lease, Lessor shall do so only upon one hundred twenty (120) days written notice, notifying Lessee, at Lessee's address of record, that the lease to which this applied is being so modified orterminated. Upon receipt of such notification, and in the event the notification specified modification of the lease short of termination, Lessee shall have sixty (60) days in which to notify Kittitas County of Lessee's intention to continue the lease as modified or of Lessee's intention to treat the lease as terminated. In the event that Lessee elects to treat the lease as terminated, all rents shall be pro -rated to the date Lessee shall have restored the premises to the Lessor in accordance with the terms of the lease agreement governing Lessee's duties to restore the premises to Lessor upon expiration of the lease term. It is further agreed that neither such modification or termination of this lease nor any subsequent re -letting of the premises, in whole or in part, shall give rise to any cause of action for damages or any other form of relief by Lessee against Lessor or any successor lessee. In the event of such modification or termination, Lessee understands that other than a refund of any unearned rent prorated to the date Lessee has restored the PALL Ni; H)AS COUNTY A!:; POP; premises to Lessor. Lessee shall have no claim for compensation as occasioned by said modification or termination. 23. WAIVER. No assent, express or implied, by the Lessor to any breach of any of Lessee's covenants, agreements, conditions or terms hereof shall be deemed or taken to be a waiver of any succeeding breach of any covenant, agreement, condition or term hereof. 24. VENUE: In the event of any litigation between Lessor and Lessee arising out of this lease, the venue for such action shall lie in Kittitas County, notwithstanding any contrary provision of the Revised Code of Washington. 25. APPLICABILITY: The covenants, agreements, terms and conditions contained in this lease shall apply to and be binding upon Lessor and Lessee and their respective heirs, executors, administrators, successor and assigns. 26. INTEGRATION: Exhibits and Recitals are incorporated herein by this reference. This Lease embodies the entire agreement between the parties with respect to the subject matter herein contained. No amendments or modifications hereof shall be enforceable unless in writing, signed by the party to be charged. -Ac,t Kl-`i!,AS COIL'1Y The following Exhibits are incorporated by reference: Exhibit A: Description of Property Ali, FOR i, Lot H-31, as shown on the Kittitas County Amended Binding Site Plan BS -10-00001, as recorded June 28, 2010, in Book 11, pages 2490255, County of Kittitas, State of Washington. Containing 16,988.4 sq. ft., or .39 acres more or less. KIFIII AS COUNTY AIRPORT IN WITNESS WHEREOF, the Lessor and Lessee have signed their names and affixed their seals the day and year first above written. t:cY Clerrd GJry tro?5t1s, 11i �: Approved as to Form: Prosecuting Attorney LESSOR: BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON r' Paul.lewell, Chairman Laura Osi/adacz. Vice -Chairman Obie O'Brien, Commissioner S*$1144 Sierra Romeo, LLC Ron V. Mitchell Address: 1351 Naneum Road Ellensburg, WA 98926 PAGE E KITTITAS COUNTY DEPARTMENT OF PUBLIC WORKS PUBLIC WORKS—BOARD OF COUNTY COMMISSIONERS STUDY SESSION STAFF REPORT STUDY SESSION DATE . June 12, 2017 TOPIC LEASE AMENDMENT TO SIERRA ROMEO BOWERS FIELD LAND LEASE ACTION REQUESTED AUTHORIZE THE CHAIR'S SIGNATURE ON THE LEASE AMENDMENT LEAD S'fAFF: Mark R. Cook RECOMMENDA] ION: Authorize the Board's signature on the lease amendment to Sierra Romeo's Bowers Field Land Lease. BRF.IFING SUMMARY: • Current lease for FBO services is with Sierra Romeo • Ron Mitchell (Sierra Romeo) desires amending the lease to meet real estate transfer requirements resulting from recent sale of assets to Central Washington University • The new LESSEE is VERNOPAL LLC. BACKGROUND: The Board took action allowing lease assignment of the County's main hangar facility pursuant to Resolution 2016-146 (10-8-16). The assignment was done to allow Central Washington University (C WU) to take over our main hangar from the County's Fixed Base Operator— Midstate Aviation. Subsequent to the assignment of the main hangar to CWIJ, Ron Mitchell entered into a land lease (EXHIBIT 1) with Public Works for a new hangar facility on April 1, 2017. It now appears that the company Mr. Mitchell is using to facilitate his real estate exchange with CWU desires having a separate LLC on the April, 1, 2017 lease document. We propose addressing the request to re -assign via a lease amendment (EXHIBIT 2). DISCUSSION: Ron Mitchell and the firm facilitating his real estate exchange desire a new lease agreement back dated to April 1, 2017. That action requires a termination of the existing lease with Sierra Romeo and a public hearing to place the desired interim LLC on the lease. Our proposal amending the existing lease with Sierra Romeo appears to meet the needs of Mr. Mitchell. Page 1 of 4 PUBLIC WORKS BOARD OF CCA NI V COMMISSIONERS WORK SESSION STAFF REPORT FISCAL IMPACTS: None ATTACHMENTS: Exhibit 1: Sierra Romeo lease Page 2 ol'4 PUBLIC WORKS BOARD OF COUNTY COMMISSIONERS WORK SESSION STAFF REPORT EXHIBIT 1: SIERRA ROMEO LEASE. Page 3 of 4 PUBLIC WORKS BOARD OF COIN FY COMMISS ION FRS WORK SESSION STAFF REPOR"1 KITTITAS COUNTY AIRPORT �. DEPARTMENT OF PUBLIC WORKS LEASE THIS LEASE made and entered into this 1" day of April, 2017 by and between Kittitas County, a municipal corporation in the State of Washington, hereinafter referred to as the LESSOR, and Sierra Romeo, LLC, hereinafter referred to as the LESSEE. WITNESSETH: The Lessor hereby agrees to lease to the Lessee, and the Lessee hereby agrees to lease from the Lessor, the following described real property (hereinafter the 'Property"): See Exhibit "A" attached hereto, also described as: Lot H-31, as shown on the Kittitas County Amended Binding Site Plan BS -10-00001, as recorded June 28, 2010, in Book 11, pages 249-255, County of Kittitas, State of Washington. Containing 16,988.4 sq ft, or .39 acres more or less. This lease is made in accordance with Chapter 2.81 KCC. This lease is subject to the provisions of Chapter 59.12 RCW as currently existing of hereafter amended. TERM: The term of this lease shall be 75 years and will commence on the 15t day of April, 2017. 2. RENT: Rent shall be paid in advance on an annual basis, with the first payment due on or before the 1st day of April each year and continuing thereafter until termination of this lease. The rental for each year shall be as follows: 04/01/17 — 03131/22 Term Rental Rate ($.12 per So. Ft.) Not Including Leasehold Tax' 04/01/17 — 03/31/18 R&38 61 04/01/18 — 03/31/19 IZ,238.61 04/01/19 — 03/31/20 JL038.61 04101 /20 — 03/31/21 2 038.61 04!01!21 — 03/31 /22 JL038 04/01/22 Rene otiate 'The cuvent Leasehold Excise Tax Rate is 12.84%, as detenvined by the State of Washington and is subject to change. PAGE 1 Kn iP, AS COUNT` AIRPORT 3. ADJUSTMENT OF RENTAL: The rental for every five year period thereafter, or part thereof, at the commencement of such period, shall be readjusted and fixed by the Board of County Commissioners; (a) After the fifth year, the Lessor shall have the right to readjust the rent on or before April 15I of the fifth, tenth, fifteenth, twentieth, twenty-fifth, thirtieth, thirty-fifth, fortieth, forty-fifth, fiftieth, fifty-fifth, sixtieth, sixty- fifth; and seventieth years of this lease for each following five year period; and the increase shall BE THE CUMULATIVE EFFECT OF THE CPI INDEX OVER THE PREVIOUS FIVE YEARS. The rent increase is at the sole discretion of the Lessor, and Lessor may elect to maintain the rent at the previous rate. It is agreed between LESSOR and LESSEE that the following CPI Index will be used for future rental increases: "CPI — All Cities -All Items Size Class D Under 50,000." 4. LEASEHOLD TAX: In addition to any rental herein provided, the Lessee shall pay to the Lessor the leasehold tax as set forth by the State of Washington in Chapter 61, Laws of 1976, Second Executive Session (R.C.W. 82.29A) or as amended. The tax shall be due and payable at the same time the rental charged herein is due and payable. 5 FIRE PROTECTION ASSESSMENT In addition to any rental herein provided, the Lessee shall pay a fee which shail be in lieu of taxes for fire protection services. The annual rate shall be based upon the annual fire assessment determined by the Kittitas County Assessor and Kittitas Valley Fire & Rescue to be calculated on January 15' of the current year. The assessment shall be pro- rated monthly, due and payable concurrently with the monthly lease payment. 6. UTILITIES: The Lessee shall pay for extension of and all utility services supplied to the premises. Any such extensions shall be subject to the advance review of the Lessor. PURPOSE: It is understood by Lessee that this lease is for commercial purposes and that the lease rate is for a ground lease for a private Aircraft Hangar. The Lessee shall utilize the premises primarily for an aircraft hangar for commercial aircraft storage and maintenance at least seven (7) months out of each calendar year. The following maintenance activities are specifically NOT ALLOWED: • Fuel transfer ® Welding ® Torch cutting • Torch soldering o Doping • Spray painting PA E KI? i 1 I AS COUV ; Y AiKPOR, No planes shall be allowed to be tied -down on the apron area of the leased premises. The leased premises are specifically for the private hangar. 8. RULES AND REGULATIONS: The Lessee agrees to comply with all pertinent rules and regulations of the federal, state and local governments, as well as the rules, regulations, ordinances, and minimum standards of the Kittitas County Airport (Bowers Field), as are presently in effect and may in the future be adopted. The rules, regulations, ordinances and minimum standards of the Kittitas County Airport (Bowers Field) are made a part of this Agreement and shall have the same effect as though written herein. A copy of the Kittitas County Airport Standards is on file in the office of the Kittitas County Department of Public Works. 9. IMPROVEMENTS: Upon termination of this lease, for whatever reason and under whatever circumstances, all improvements remaining upon the leased premises become the property of Lessor, free and clear, without any liability of Lessor to Lessee. Should Lessor desire the removal of Lessee's improvements upon the date of lease termination, Lessor shall give Lessee written notice to remove all improvements and return the premises to its state as before the lease at least thirty (30) days prior to the termination date for the lease. Upon removal, the premises shall be left in a neat and orderly condition, without debris and shall be graded level. Should the premises not be left in such condition, after Lessee received such notice, Lessor may remove improvements and repair the premises and seek reimbursement from Lessee in any manner allowed by law. In consideration for a lease term in excess of 10 years in duration, Lessee promises and agrees to maintain the structure described on Exhibit "A" attached hereto and incorporated herein by this reference. Lessee agrees that, should Lessee fail to maintain the structure described in Exhibit "A", this lease shall automatically terminate and Lessee forfeits any and all interest in the premises. No construction may be made without prior obtaining of appropriate permits, the responsibility for which is that of Lessee. 10. REPAIRS: The maintenance and repair of the aircraft hangar structure and other improvements shall be the responsibility of the Lessee, including utilities within the leased area. The Lessee further agrees that it will not commit waste and that it will keep said premises in a safe, sanitary, neat, presentable, and otherwise good condition, and in general shall comply with all the applicable governmental rules, ordinances and regulations as may be required or imposed by such authorities on said premises and shall comply with any direction pursuant to law of any public officer or officers who shall be empowered to enforce local, state and federal rules, regulations and ordinances upon the Lessee with respect to the said premises or the use, occupancy, or control thereof and shall not suffer any improper or offensive use of said premises. PAGE KI I I AS COUNTY AIRP6R"r 11. AREA MAINTENANCE: Lessee shall, during the term of this lease, maintain the area between the building and boundary line of said lease to the satisfaction of the Lessor. The area shall be kept free of all debris, weeds and brush for the term of this lease. Lessee shall reimburse the Kittitas County Weed Board or Kittitas County Department of Public Works for any costs incurred in the event that the County Weed Board or Kittitas County Department of Public Works undertakes noxious weed or vegetation control measures. 12. INSURANCE: The Lessee shall obtain and maintain in force during the term of this agreement a liability insurance policy, which provides protection for bodily injury (including death) and property damage. Said insurance shall provide coverage by the Lessee to any employees or permittees of the Lessee, and shall name the Lessor as coinsured. (a) Liability insurance policy shall have the following provisions, at a minimum: (i) Premises and leased area liability coverage in an amount not less than 31,00D,000 - each occurrence. (ii) Provide for not less than thirty (30) days in advance a written notice to Kittitas County regarding any material change or termination of the policy. (b) Lessee hereby releases Lessor of and from every and all right, claim and demand that Lessee may hereafter have against Lessor, its successors or assigns, arising out of or in connection with any loss or losses occasioned by fire and such items as are included under the normal extended coverage clauses of insurance policies, and does hereby waive all rights of subrogation in favor of insurance carriers against Lessor arising out of any losses occasioned by fire and such items as are included under the normal extended coverage clauses of fire insurance policies, and sustained by Lessee in or to the said premises and leased area. The Lessee shall provide the Lessor with a copy of said insurance policy. 13. AIRPORT TRAFFIC: It is understood and agreed that the Lessee's use of said premises and leased area shall not in any manner interfere or restrict the use of aircraft landings, take -offs, storage of aircraft, taxiing, and movement of ground vehicles. Lessee shall comply with all rules and regulations of the Federal Aviation Administration, Washington State Department of Transportation Aeronautics Division, and the Kittitas County Airport Standards. 14, HUNTING: Hunting or discharging of firearms will not be permitted on or from said premises or leased area. K❑T j11 AS CLJ.y AlkPOKI 15. NOTICES: Any notice given by one party to the other in connection with this agreement shall be in writing and shall be sent by certified or registered mail, return receipt requested as follows: (a) If to Lessor, addressed to: Kittitas County Department of Public Works 411 N. Ruby, Suite #1 Ellensburg, Washington 98926 (b) If to Lessee, addressed to: Sierra Romeo, LLC c/o Ron V. Mitchell 1351 Naneum Road Ellensburg, Washington 98926 Notice shall be deemed to have been received on the third day after the date of mailing. Notice need be sent to but one Lessee where the Lessee is more than one person. 16. ATTORNEY FEES: In case Lessor shall bring suit to recover any rent due hereunder, or for breach of any provision of this lease, or to recover possession of the leased premises, or if Lessee shall bring any action for any relief against Lessor, declaratory or otherwise, arising out of this lease, the prevailing party shall recover reasonable attorney fees which shall be determined and taxed by the court as part of the costs of such action. 17. RIGHTS OF THE U.S. GOVERNMENT: The Lessor holds title to the Property herein leased, partially by virtue of a deed from the United States Government. A copy of said deed is available for inspection at the office of the Kittitas County Department of Public Works, hereto and made a part of this instrument as though fully set forth herein. Lessee agrees that it will do nothing which will cause the Lessor to be in violation of the terms of said deed. Lessee furthermore agrees that it has had ample opportunity to review said deed and is aware of all of the terms and conditions therein. 18. ASSIGNMENT: The Lessee shall not assign this lease nor sublet any portion thereof without first obtaining the written consent of the Lessor. 19. HOLD HARMLESS: The Lessee hereby agrees to defend, indemnify and hold harmless the Lesser from any and all claims or demands whatsoever arising out of any loss, damage, or injury to persons or property resulting from the Lessee's use or occupancy of said premises and leased area, or caused by the acts or neglect of the Lessee, his agents or employees. KII I i fA.P coli F ii` AIRPORT 20, BANKRUPTCY: It is further agreed and understood that in case of the insolvency or bankruptcy of the Lessee, or any assignment for the benefit of creditors or the appointment of a receiver for the Lessee, this lease shall be immediately forfeited and shall be of no further force and effect, and that the Trustee in Bankruptcy, Receiver, or Assignee for the benefit of creditors shall not have any rights whatsoever in the demised premises. 21. DEFAULT: In the event the Lessee shall fail to comply with any of Lessee's commitments, duties or responsibilities under this lease, or any of its conditions or terms as herein stated, the Lessor may terminate this lease by giving ten (10) days written notice of the conditions or terms being violated. If said failures are not corrected within the ten (10) day period, this lease may be terminated and the Lessor shall be entitled to peaceably retake possession of the premises. 22. MODIFICATION OR TERMINATION: Lessee and Lessor agree that Lessor may, at Lessor's sole discretion, modify the terms of this lease in whole or in part, including but not limited to any term or condition of this lease, including cancelling the unexpired portion of this lease and re -letting the property to another tenant, in the event that any regulation governing airports or county property is amended in a way that impacts the Lessor's ability to lease, use, control, protect, or maintain the Property. For the purposes of this section, "regulation" is defined to include, but is not limited to: case law interpreting any rule or regulation; any federal rules and regulations, including Federal Aviation Administration rules and regulations; state rules and regulations; and local rules, regulations and ordinances. In the event that Lessor shall elect to modify or terminate this lease, Lessor shall do so only upon one hundred twenty (120) days written notice, notifying Lessee, at Lessee's address of record, that the lease to which this applied is being so modified or terminated. Upon receipt of such notification, and in the event the notification specified modification of the lease short of termination, Lessee shall have sixty (60) days in which to notify Kittitas County of Lessee's intention to continue the lease as modified or of Lessee's intention to treat the lease as terminated. In the event that Lessee elects to treat the lease as terminated, all rents shall be pro -rated to the date Lessee shall have restored the premises to the Lessor in accordance with the terms of the lease agreement governing Lessee's duties to restore the premises to Lessor upon expiration of the lease term. It is further agreed that neither such modification or termination of this lease nor any subsequent re -letting of the premises, in whole or in part, shall give rise to any cause of action for damages or any other form of relief by Lessee against Lessor or any successor lessee. In the event of such modification or termination, Lessee understands that other than a refund of any unearned rent prorated to the date Lessee has restored the PAGE 6 Kh ! i S AS COUNT` Ait PORI premises to Lessor, Lessee shall have no claim for compensation as occasioned by said modification or termination. 23. WAIVER: No assent, express or implied, by the Lessor to any breach of any of Lessee's covenants, agreements, conditions or terms hereof shall be deemed or taken to be a waiver of any succeeding breach of any covenant, agreement, condition or term hereof. 24. VENUE: In the event of any litigation between Lessor and Lessee arising out of this lease, the venue for such action shall lie in Kittitas County, notwithstanding any contrary provision of the Revised Code of Washington. 25. APPLICABILITY: The covenants, agreements, terms and conditions contained in this lease shall apply to and be binding upon Lessor and Lessee and their respective heirs, executors, administrators, successor and assigns. 26. INTEGRATION: Exhibits and Recitals are incorporated herein by this reference. This Lease embodies the entire agreement between the parties with respect to the subject matter herein contained. No amendments or modifications hereof shall be enforceable unless in writing, signed by the party to be charged. SAGE 7 pF: The following Exhibits are incorporated by reference. Exhibit A: Description of Property Lot H-31, as shown on the Kittitas County Amended Binding Site Plan BS -10-00001, as recorded June 28, 2010, in Book 11, pages 2490255, County of Kittitas, State of Washington. Containing 16,988.4 sq. ft., or .39 acres more or less. KJ- T I I AS COUNl Y AIRPORT IN WITNESS WHEREOF, the Lessor and Lessee have signed their names and affixed their seals the day and year first above written. LESSOR: BOARD OF COUNTY COMMISSIONERS c KITTITAS COUNTY, WASHINGTON fjTTEST s, - ' •.: ... y .;r:-?�i—,.---tet ,... _ ... �. Clerkbi the BQsrd Paul Jewell, Chairman Laura OsOdac4; Vice -Chairman Approved as to Form: Prosecuting Attorney Obie O'Brien, Commissioner LESSEE: j Sierra Romeo, \LLC 4' ' Ron V. Mitchell Address: 1351 Naneum Road Ellensburg, WA 98926 PAGE 9 EXHIBIT 2: PROPOSED LEASE AMENDMEN'C Page a of 4 PUBLIC WORKS HOARD OF COI.ATY COMMISSIONERS WORK SI.SSION S I AFF REPORT KITTITAS COUNTY AIRPORT DEPARTMENT OF PUBLIC WORKS ADDENDUM TO LEASE THIS ADDENDUM TO LEASE is made and dated this _ day of 2017, by and between KITTITAS COUNTY, a municipal corporation in the State of Washington, hereinafter referred to as the LESSOR, and VERNOPAL LLC, and hereinafter referred to as the LESSEE. WITNESSETH: WHEREAS, LESSOR and SIERRO ROMEO (LESSEE) entered into a lease agreement on April 1, 2017, and the LESSOR desires that the lease agreement with the LESSOR shall be between VERNOPAL LLC and Kittitas County NOT between SIERRA ROMEO and Kittitas County, a copy of which is attached hereto and by this reference incorporated herein; NOW, THEREFORE, IT IS HEREBY AGREED by and between the parties to change the LESSEE for Lot H-31 (as shown on the Kittitas County Amended Binding Site Plan BS -10-00001, as recorded June 28, 2010, in Book 11, pages 249-255, County of Kittitas, State of Washington) from SIERRA ROMEO to VERNOPAL LLC. All other terms and conditions of the aforementioned lease shall remain the same. IN WITNESS WHEREOF, the Lessor and Lessee have signed their names and affixed their seals the day and year first above written. Attest: Clerk of the Board- Julie Kjorsvik ❑ Deputy Clerk of the Board- Mandy Buchholz LESSOR: BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON Paul Jewell, Chairman Laura Osiadacz, Vice -Chairman Obie O'Brien, Commissioner LESSEE: Lessee Date Signed Krri'ITAS COUNTY DEPARTMENT OF PUBLIC WORKS PUBLIC WORKS — BOARD OF COUNTY COMMISSIONERS STUDY SESSION STAFF REPORT STUDY SESSION DATE . June 12, 2017 TOPIC Resource Sharing Interlocal Agreement with the City of Ellensburg ACTION REQUESTED Request Staff Prepare an Amendment to the Agreement LEAD STAFF: Mark R. Cook RECOMMENDATION: Request Staff Prepare an Amendment to the Agreement (Auditor file number 200202270012) BREIFING SUMMARY: • The City of Ellensburg and Public Works desire amending the 2002 joint agreement • Requested changes reflect current business practice • Kittitas County Public Works desires adding an allowable 15% markup on material costs • Agreement collects one half of the true cost of fringe benefits BACKGROUND: During the past several years, Public Works from both organizations have struggled with getting bills produced within 30 days as required by the current Resource Sharing interlocal agreement. The two Public Works Directors (Lyyski and Cook) both agree eliminating the requirement is in the best interest of both organizations. Public Works Fiscal Manager Jurgens concurs with the decision amending the current agreement to eliminate the 30 day billing provision (Section 2b). Suggested changes to the agreement appear below. Section 2. Compensation and Method of Payment. A. Shall be revised to read as follows: A. The party requesting services agrees to reimburse the performing party for the costs of the service, based upon the actual cost of labor, equipment rental, engineering. materials and supplies used in the particular work involved, plus all costs for fringe benefits to labor, including but not limited to: social security, retirement, industrial and medical aid costs, pro -rated sick leave, holidays, vacation time. and group medical insurance. Page l of PUBLIC WORKS BOARD OF CO11NIY COMMISSIONERS WORK SESSION STAFF RI-:POR7 In addition thereto, fifteen percent (L5%) of the total costs for municipal labor/frinee benefits, materials and municipally owned equipment shall be added for overhead costs for accounting, billing and administrative services. DISCUSSION: Public Works recently decided to change its chip seal rock purchasing strategy moving to establish rock stockpiles. The move affords increased flexibility and improved rock quality. Rock prices are expected to fluctuate year to year. If the City desires using County forces to chip seal their roadways, our new business practice could result in the County paying more for replacement stockpile rock than it receives in payment from the City (assumes we use previous year stockpile rock purchased at a reduced rate). The City is not keen on our proposed addition. Nothing prohibits the City from buying and stockpiling their own rock for use by County forces during chip seal operations. The decision to charge each other 15% for fringe benefits collects approximately one half of the benefit cost for County employees. FISCAL IMPACTS: One half of the true cost of labor fringe benefits is being collected in the proposed joint use agreement with the City. ATTACHMENTS: Exhibit 1: Existing Agreement Page 2 of 3 PUBLIC WORKS BOARD OP COUNTY COMMISSIONERS WORK SESSION Si ;AFF RITOR I EXHIBIT 1: EXISITING AGREEMENT Page 3 of 3 PUBLIC WORKS BOARD 0I7 COUNTY COMMISSIONERS WORK SESSION STAFF REPORT 11,17M 1I I11I 02/Q27/2002 f' 1 ::07A KltUta. Co Audita, K!TTITA6 COUNTY COM AIR 19.00 INTERLOCAL AGREEMENT FOR PROVISION .OF MUNICIPAL SERVICES This Agreement is made and entered into this Rh day of 2002, by and between the Citv of Ellensburg, a municiu ' corporation (hereinafter the "City"), and {ittitas County, a political subdivision of the State of Washington (hereinafter the "County") WHF,REAS, the City desires to contract with the County to have the County perform public works, engineerinc, maintenance and utility services when sufficient City resources are not available to provide such services, and WHEREAS, the County desires to, contract with the City to have the C'_ty perform public works, engineering, maintenance and utility services when sufficient County resources are not available to provide, such services, and WHEREAS, this Agreement for cooperative services is authorized by the provisions of Chapter 39.34 RCW, the interlocal Cooperation Act, NOW, THEREFORE, it is hereby agreed as fellows; 1. Purpose- The purpose of this Agreement is to enable the parties to perform such services and accomplish such tasks, including the furnishing of all labor, equipment, materials and supplies necessary for full performance, as may be requested of one party by the other with regard to municipal public works, engineering, maintenance and utility services. For each project or service to be performed under this Agreement, the party requesting work to be performed by the other party shall make written application to such. party. In each instance, the party- whose services are being requested reserves the right to deny or approve the request. 2. Compensation and Method of Payhent. A. The party requesting services agrees to rei-Jourse the performing party for the costs of the service, based upon the a.cual cost of labor, equipment rental, engineering, m--erials and supplies used in the particular wort: involvE:d, plus all costs for fringe benefits to labor, including but not limited to: racial s_curity, retirement, industrial and medicalaid costs, prc-rated. sick weave, holidays, vacation time, and group raedical -ns'=rance. I III 1 III I� Ii�l I IIA �IIII II��i III IIID 1 �dI 02/27 /2002 f 11:07A Kittita. Oo paditor KITTITAS COUNTY COMM RGA 13.20 in addition thereto, fifteen percent (151) of the total costs shall be added for overhead costs for accounting, billing and administrative services. B. The party performing the services shall submit to the party receiving the services an invoice of the costs within, thirty (30) days after completion of the services. Within. thirty (30) days after receipt of such invoice the latter party shall pay the amount of the invoice. 3. Maintenance of Records. Each party hereto. agrees to maintain books, records and documents using accounting procedures which accurately reflect all direct and indirect costs related to the performance of services .under this Agreement. Each party may examine the other party's books and records to verify the accuracy of invoices. Each party's fiscal management system shall include the capability to provide accurate and complete disclosure of all costs invoiced under this Agreement. ?. indemnification. A. The City shall indemnify, defend and, hold harmless the County, its agents, employees and officers from any and all Lability arising out of the performance of this Agreement by the City, whether by act or omission of the City's agents, employees or officers. - B. The County shall indemnify, defend and hold harmless the City, its agents, employees and officers from any and all Lability arising out of the performance of this Agreement by the County, whether by act or omission of the County's agents, employees or officers. 5. insurance. Each party agrees to procure and maintain in full force and effect for the duration of this Agreement public liability and property damage insurance with limits of liability not less than $1,000,000. G. Assignment This Agreement cannot be assigned, transferred or any portion subcontracted by either party hereto without the or-'o-- consent riorconsent of the other party. -1)- �3 .) II��III ��II�Illl ��II III�iillllilIli iIh XIII �I II �I 02%2f 027/200t11:O7N Katitac Co Rud:tor Ki TT'.TRS COUNTY COMM PGR 13,02 'i. Future Sunnort. Neither party to this Agreement makes any commitment to future support and assumes no obligation for future support of any activity contracted for herein, except as may be expressly set forth in this Agreement. 9. Compliance with Laws. Each party hereto, in its performance of this Agreement, agrees to comply with all applicable local, state, and Federal laws and ordinances. , 9. Relationship of the Parties. A. No agent, employee or representative of the City shall be deemed to be an agent, employee or representative of the County for any purpose, and the employees of the City are not entitled to any of the benefits the County provides to County employees. No agent, employee or representative of the County shall be deemed to be an agent, employee or representative of the City for any purpose, and the employees of the County are not entitled to any of the benefits the City provides to City employees. B. In the performance of the work herein contemplated, the party performina the work is an independent contractor with the authority to control and direct the performance of the details of the work; however, the work contemplated herein shall be subject to the general rights of inspection and review of the party requesting the work be done, to secure the satisfactory completion thereof. 10. Disputes. If a dispute arises between the parties concerning this Agreement, the director of the City's public works department and the director of the County's public works department shall attempt to resolve the dispute. If they are unsuccessful, the dispute shall be referred to the City Manager and the Chair of the Board of County Commissioners for resolution. If not resolved -by the Manager and Chair within thirty (30) days of referral, either party may pursue court action under paragraph 11 below. '1. Jurisdiction. Any legal dispute between the parties to this Agreement shall be governed by the laws of the State of Washington, and any action to enforce this Agreement stall be brought in Kittitas County, washington. i'_. Modification. The provisions of this Agreement may be modified or a-�,ended only by written mutual consent of the parties. ?_4 90/12712002 11:07A Kittitat Co Auditor KITTITAS COUNTY COMM AGR 13.00 13, =arati-rand Termination. This Agreement shall commence and be effective on March 1, 2002, and remain in, full force and effect until terminated by agreement of the parties, or by written notice of terminaticn given by one party to the other at least thirty (30) days prior to the date cf such termination. 14. Filing, This Agreement shall be filed with the Kittitas County Auditor. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. CITY OF ELLENSBURG �Ci 10 a/V Stan Bassett, Mayor Att stg: ( . City Clerk Approved as to form: its/ y Att-_ney KITTITAS COUNTY Chair, Board of Commissioners Commissioner Appro= as to fo m: P se uting AttYbrneyC