HomeMy WebLinkAboutAgenda Packet 10/09/2007
WAS H I N G TON, U. S. A.
AGENDA
CITY COUNCIL MEETING
321 East 5th Street
October 9,2007
SPECIAL MEETING
6:00 pm
~ORT.NJGEL;ES
ACTION REQUESTED
A. CALL TO ORDER - Special Meeting (6:00 p.m.)
B. ROLL CALL
PLEDGE OF ALLEGIANCE
C. FINANCE
1. Purchase and Sale Agreement of City Property
2. Lease Agreement with Port of Port Angeles-
Light Operations Interim Facility
3 . Waste Connections Washington Incorporated
Settlement Agreement
4. Roadway Repairs to Pine Street Cut Off
5. Change Order No.4 - Landfill Slope
Stabilization, Project 02-21
D. WORK SESSION
1. 2008 Budget
1. Approve Agreement
2. Approve Agreement
3. Approve Settlement Agreement
4. Approve Roadway Repairs
5. Approve Change Order
1. Provide direction to s1aff
E. ADJOURNMENT
PUBLIC HEARINGS
Public hearings are set by the City Council in order to meet legal requirements pertaining to matters such as land use permit
applications, proposed amendments to City land use regulations, zoning changes, and annexations. In addition, the City Council
may set a public hearing in order to receive public input prior to making decisions which impact the citizens. Certain matters may
be controversial, and the City Council may choose to seek public opinion through the public hearing process.
NOTE: HEARING DEVICES AVAILABLE FOR THOSE NEEDING ASSISTANCE
MAYOR TO DETERMINE TIME OF BREAK
October 9, 2007 Port Angeles City Council Meeting Page - I
~ORTANGELES
WAS H I N G TON, U. S. A.
I.
CITY COUNCIL SPECIAL MEETING
October 9. 2007
CALL TO ORDER - SPECIAL MEETING:
~,
II. ROLL CALL:
Members Present:
Mayor Rogers
Deputy Mayor Williams
Councilmember Braun
Councilmember Headrick
Councilmember Munro
Councilmember Petersen
Councilmember Wharton
Staff Present:
Manager Madsen
Attorney Bloor
Clerk Upton
G. Cutler
T. Gallagher
D. McKeen
y. Ziomkowski
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III. PLEDGE OF ALLEGIANCE:
Led by: ~.Qll I\f j Om~ rr/J,O ), J)t2iT~~OJL
· FORTANGELES
WAS H I N G TON, U. S. A.
CITY COUNCIL SPECIAL MEETING
Attendance Roster
DATE OF MEETING: October 9. 2007
LOCATION: City Council Chambers
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City of Port Angeles
FORTANGELES
Ordinance/Resolution Distribution List
WAS H I N G TON, U.S. A.
City Council Meeting of October 9, 2007
Ordinance / ~~. J~.07
Resolution No.
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City Manager
City Atty. (1) 1 /'
Planning
City Clerk (1) I V /
Codifier (1) \V
Personnel
Cust. Svcs.
Finance
Dir./Mgr.
Police Dept.
Fire Dept.
Light Dept.
Parks & Rec.
Pub. Works I .,/
MRSC (1) J /
PDN (Summary)
Extra Copies
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REAL EST ATE PURCHASE AND SALE AGREEMENT
(Commercial Property)
THIS AGREEMENT is made and entered into the _ day of ,
2007 between the City of Port Angeles, a municipal corporation of the State of Washington,
hereinafter referred to as "Seller," and Cherry Hill Associates, a Washington general partnership
organized under the laws of the State of Washington, or assigns, hereinafter referred to as
"Purchaser. "
Purchaser agrees to purchase and Seller agrees to sell, on the following terms, Seller's
interest in Lots 8, 9, and lOin Block 14, ofthe Townsite of Port Angeles, situate in Clallam County,
Washington (hereinafter referred to as "Property"); Seller further qgrees to initiate and promptly
prosecute the street vacation procedure for that portion of Cherryfreet which abuts Lot 10, Block
14, of the Townsite of Port Angeles. When vacated, the eet would become part of the
"Property."
All cash at closing (with cre
e is seven hun d seventy five thousand
of the City of Port Angeles as
1. PURCHASE PRICE. The total purchase
dollars ($775,000) plus the amount set by the
compensation for the vacated street, payable as folIo
2. EARNEST MONEY.
dollars ($5,000) in cash to the
acceptance of this Agreement.
o elIver the earnest money of five thousand
lallam Title) within three (3) days of mutual
hall be applicable to the purchase price.
3. CONVEYANG
be in the name of Che
similar purposes.
1 be conveyed by statutory warranty deed. The deed shall
a Washington general partnership, or related entity for
4. F THrCE. Title to the property is to be free of all encumbrances or
defects except those that ar<~~plbsed in the Preliminary Commitment for Title Insurance and that
do not render title unmarketable.
The following shall not be considered encumbrances or defects in the title: (i) rights
reserved in federal patents or stated deeds; (ii) building or use restrictions general to the area; and
(iii) easements not inconsistent with the Purchaser's intended use. Seller shall order a Preliminary
Commitment for Title Insurance to be issued by Clallam Title Company within thirty (30) days of
the mutual acceptance of this Agreement. Conveyance of vacated Cherry Street shall be subject to
underground utility easements in existing utility corridors, a pedestrian sidewalk easement ten (10)
feet in width, and an airspace easement for potential future overhead pedestrian walkways.
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5. CONDITION OF PROPERTY. Seller makes the following representations and/or
warranties regarding the condition of the Property:
As Is.
6. CLOSING OF SALE. This sale shall be closed on or before the 15th day of February,
2008. The sale shall be closed by Clallam Title Company, (herein referred to as "Closing Agent").
Purchaser and Seller will immediately upon demand deposit with the Closing Agent all instruments
and monies required to complete the purchase in accordance with this Agreement. "Closing" means
the date on which all documents are recorded and the sale proceeds are available to Seller.
7. CLOSING COSTS AND PRORATION. Purchaser shall pay the title insurance premium,
escrow fee, recording fee and all other related closing costs. No real estate excise tax is due on this
transaction. Any applicable taxes for the current year and utilities anci assessments shall be prorated
as of closing.;,;:;
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8. TITLE INSURANCE. Seller shall provide, ar:P~;~iiaser's expense, title insurance
which will insure title subject to easements and restrictionsofrecord.'tn~preliminary commitment
for title insurance, and the title policy to be issued'/~8al1 contain no e'Xqeptions other than those
provided for in the preliminary commitment for title~~~uranceacceptable to Purchaser as set forth
above in Section 4. Purchaser shall conclusively be de~~a to have accepted the condition of title
unless the title company receives notice ofP aser's obJe<:;tions within fifteen (15) days after the
preliminary commitment for title insurance . by ade available to Purchaser. If title
cannot be made so insurable prior to the closin . .,; eement shall thereupon be tenninated
as to the Purchaser and Seller unless an efect ncumBrances are waived by Purchaser. Seller
agrees to pay any cancellation ch<l.J.1ge.
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9. POSSESSION. Plirchasersha:llbe 'entitled to possession upon the closing of this
Purchase and Sale Agre~lliZl~l' ,,~t!'*
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TIME'lsOF THE ESSENCE. Time is of the essence of this Agreement.
10.
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11. DEFA~i~~D ATT3irnEYFEES. If either party defaults (that is, fails to perform the
acts required of it) in its\i'qp,lliactual perfonnance, the nondefaulting party may seek specific
performance pursuant to the tefms of this Agreement, damages or rescission. In the event that either
the Purchaser or Seller shall institute suit to enforce any rights hereunder, the successful party may
be entitled to court costs and reasonable attorney fees.
12. CONTROLLING LAW AND VENUE. This Agreement shall be construed under the laws
of the State of Washington. Ifeitherparty commences an action to enforce rights under this contract,
venue of such action shall lie in the Superior Court of Clallam County, Washington.
13. NOTICE OF PURCHASER'S INTENT TO PURCHASE PROPERTY PURSIJANT TO
INTERNAL REVENUE CODE SECTION 1031.
NOTICE. It is the intention of Purchaser to purchase the above-listed property
pursuant to Internal Revenue Code Section 1031, which sets forth the
requirements for tax-defened real estate exchanges. Purchaser's rights under this
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AbTfeement shall be assigned to First American Exchange Company, qualified
intermediary, for the purpose of completing such exchange. Seller of the above-
listed Property consents to such assignment and agrees to cooperate with
Purchaser and First American Exchange Company in a manner necessary to
enable Purchaser to complete said exchange. Such cooperation shall be at no
additional cost or liability to Seller.
14. MISCELLANEOUS PROVISIONS.
(a) Complete Agreement. This Agreement and any addenda and exhibits to it
constitute the full understanding between Purchaser and Seller regarding the sale of the Property.
There are no verbal or written agreements which modify or affect this Agreement.
(b) Counterpart Signatures. This Agreement may be signed in counterpart, each
signed counterpart shall be deemed an original, and all counterparts together shall constitute one and
the same agreement. /
,
(c) Facsimile Transmission. Facsimile transmission of any signed original
document and retransmission of any signed facsimiletransmission, shall be the same as delivery of
an original. At the request of either party, or the Closing Agent, the parties will confirm facsimile
transmitted signatures by signing an original document. ./
15. CONTINGENCIES.
(a) If Cherry Streetisnot va-qated by October 24,2007, Purchaser, at its option,
may rescind this Agreement.
(b) The PurchaserS$hall have:until November _, 2007, to determine the overall
feasibility ofthe proposed project including, without limitation, economic feasibility, development
feasibility for offeror's inteilded;lise and reasonable availability of permits for intended use. If
Purchaser on or before November , 2007, determines that the project is not feasible, then the
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Purchaser shall notifY~eller in writing on or before November _,2007, and this Agreement shall
be rescinded. IfPurchase~has n<?Jadvised Seller in writing by November _,2007, that Purchaser
has determined the project .js 'hot feasible, this contingency shall be deemed expired and the
Purchaser shall not thereafter have the right to rescind the Agreement based upon the feasibility
contingency.
16. ASSIGNMENT. Notwithstanding any other term or provision hereof, the Purchaser
may not assign its interest herein without the written consent of Seller.
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17. INDEPENDENT REVIEW. This Agreement was bargained for by the parties. Purchaser
is represented by independent legal counsel. Purchaser agrees that rules of law requiring
construction and interpretation against the drafter shall not apply in litigation regarding this
Agreement.
18. ASSIGNED PARKING. Seller agrees to make available to Purchaser the western row
of parking spaces in Lot 7, Block 14, Townsite of Port Angeles as assigned parking, subject to
payment of usual and accustomed fees therefor.
19. STREETSCAPE. The parties agree to participate jointly and in good faith in the
planning and development of sidewalk, landscaping and other streets cape improvements within the
right of way of Front Street and vacated Cherry Street.
IN WITNESS WHEREO F, the parties hereto have executed this Agreement on the date and
year first above stated.
SELLER:
PURClIASER:
By:
Its: .
Date:
By:
Its:
Date:
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",By:
Its:
G:\LEGAL\REAL ESTA TE\Lighl Ops flldg.l'urchase & Sale Agmt.081707.\Vpd
(Octoher 9, 2007)
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CITY OF
FORTANGELES
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WAS H I N G TON, U. S. A.
CITY COUNCIL MEMO
DATE:
October 9, 2007
To:
CITY COUNCIL
FROM:
Dennis C. Dickson, Senior Assistant City Attorney
SUBJECT:
Lease with Port of Port Angeles for Light Operations
SUMMARY: The City is negotiating for sale of the present City Light Operations building. In the
event that building is sold, the City will have to lease temporary building space to house Light
Operations. The City has negotiated with the Port of Port Angeles for suitable space in a Port -owned
property at the Airport Industrial Park. This Agreement is for that purpose.
RECOMMENDATION: Authorize execution ofthe Agreement upon sale of existing Light Operations
building.
BACKGROUNDIDISCUSSION:
The initial term of the Agreement is for six months with three successive five-year options for
renewal. It includes a provision for improvements to be made by the Port. City staffhave reviewed
the negotiated provisions and feel the same is appropriate to meet the City's needs.
It is recommended that the lease not be executed until the sale of the present Light Operations
building has been confirmed with or simultaneous to execution of a purchase and sale agreement.
fjlfc~~
Senior Assistant City Attorney
DCD\dl
G:\LEGALIMEMOS.2007\CounciI.Lighl Ops Lease.l00907.wpd
PORT OF PORT ANGELES
Lease Agreement
THIS LEASE made as of the _day of
, 2007 by and
between t.~e PORT OF PORT ANGELES, a Washington municipal corporation, as Lessor,
hereinafter referred to as "the Port" and/or "Lessor", and the City of Port Angeles, hereinafter
referred to as "Lessee."
WITNESSETH:
In consideration of their mutual promises the parties hereto do hereby mutually agree as
follows:
1. LEASED PREMISES:
(a) The Port hereby leases to Lessee, and Lessee hereby hires and leases from
the Port, the following described premises situated in Clallam County, Stat~ of Washington: That
pOliion of the William R. Fairchild International Airport Industrial Park building containing
approximately 10,000 square feet offioor space and office, located at 2130 S. 0 Street, Suites A
and B, as shown in Exhibit A hereto (hereinafter referred to as the "premises"), and:
(b) Together with the right to utilize in common with other tenants of the
building known as William R. Fairchild International Airport Industrial Park building (of which
the leased premises are a part), the common areas.
2.. . TERM:
(a) This lease shall be for a term of six (6) months, beginning upon
completion and acceptance of building modifications as set fmih in Section 37 and ending six (6)
months thereafter.
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(b) OPTION TO EXTEND: The Port hereby grants to the Lessee an option to
renew said lease on the same terms and conditions, except as to rent and options to renew, for
three (3) additional five (5) year terms, provided that at the commencement of each renewal term
Lessee is in compliance with all provisions of the lease. Lessee shall notify the Port of its
intention to renew in writing at least 30 days prior to the expiration of the fIrst six month term
and at least one hundred twenty (120) days prior to the expiration of the second and third five (5)
year renewal terms. Lessee may terminate the remainder of the lease during the third five (5)
year renewal term, without penalty for early termination, upon one year's written notice to
Lessor.
3. RENT:
(a) Lessee agrees to pay the Port as rental for said premises a monthly rental
of Four Thousand One Hundred Dollars, ($4,100.00). The monthly rental shall be paid in
advance on the first day of each and every calendar month of the lease term and shall be payable to
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the Port of Port Angeles at the Port General OffIces located at 338 West First Street, Port
Angeles, Washington, or such other place as the Port may hereafter designate.
(b) The rental stated in Section 3 (a), above, shall be subject to adjustment
effective at the end of five (5) years and six (6) months following the commencement of this
lease and every five (5) years thereafter. The rental adjustment shall not be less than the
cumulative CPI B/C index over the term of the lease. If the CPI B/C index is no longer published
during the term of the lease then the replacement index for the B/C index shall be used. Said
renegotiation shall take place after the Port gives to the Lessee written notice of the Port's
election to renegotiate the rent applicable to the forthcoming rent period. If said notice is given
prior to the date of commencement of the next rental period applicable to this lease, then the
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renegotiated rent shall be applicable from the date of commencement of said new rental period.
Should the notice to renegotiate the rent be delivered after the date of the commencement of the
new rental period, then the renegotiated rent as ultimately determined through agreement or
arbitration as hereinafter set forth, shall be applicable from the date the Port's election to
renegotiate the rent was actually received by the Lessee. Promptly following delivery of notice
of renegotiation, the parties shall negotiate in good faith for a renegotiated rent for the
forthcoming rental period. Unless expressly provided to the contrary in another section of this
lease, such renegotiated rent shall be the fair market rental of the premises, but shall in no time
be less than a minimum rental specified in Section 3(a), above.
( c) The value of any improvements to the premises made by the Lessee at no
cost to the Port shall be excluded from such determination. In the event the parties cannot agree
on the rent within thirty (30) days from the date notice of renegotiation is delivered to the Lessee,
then the rents to be paid for the new rental period shall be determined by three arbitrators, each
of whom shall be a member of the American Institute of Real Estate Appraisers. The arbitrators
shall be promptly appointed in the following manner: one by the Port, one by the Lessee and a
third appointed by the other two. Either the Port or the Lessee shall have the right to request
arbitration of the rents to be paid for the new rental period if agreement is not reached thereon
within the thirty-day period specified above. The Port and the Lessee shall share equally the
compensation of the three arbitrators. The arbitrators will promptly decide the fair market rental
value which, subject to the minimum rentals heretofore set forth, shall be the rents to be paid by
the Lessee during the ensuing rental period. The decision of the arbitrators shall be binding on
both parties and shall be effective as of the date of commencement of the new rental period
contemplated by this lease. Should the arbitration of rentals or the adjustment thereof by
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agreement of the parties not be completed until after the date specified herein for commencement
of the new rental period, the new rents ultimately determined or agreed upon shall be applicable
retroactively to the date of commencement of the new rental period as specified in this lease or at
the date notice of renegotiation was delivered to the Lessee, whichever date occurs later.
Simultaneous with its request for arbitration, the party requesting arbitration shall notify the
other party of its appointment of an arbitrator. Within ten (10) days thereafter, the second party
shall appoint an arbitrator and within five (5) days thereafter the two arbitrators so appointed shall
appoint a third and thereafter the arbitrators shall render a decision in as prompt a manner as is
reasonable under the circumstances. Should a party fail to appoint an arbitrator within the time
allowed after notice in writing by the other party, then the arbitrator appointed by the initiating party
shall within twenty-five (25) days after his appointment, detennine the reasonable fair market
value of rents in accordance with the terms hereof which determination shall be binding on both
parties. Should the two arbitrators appointed by the parties fail to agree upon appointment of a
third arbitrator within the time allowed, the third arbitrator shall be appointed by the presiding
Judge of the Superior Court of Clallam County. The conduct of the arbitration proceedings shall be
in accordance with the State of Washington Arbitration Statutes except insofar as the procedures
specifically set forth herein are inconsistent therewith, in which event, the specific provisions of
this lease shall control the arbitration proceedings.
4. USE OF PREMISES:
(a) Lessee shall use the premises for an electrical maintenance facility and
shall not use them for any other purpose without the written consent of the Port. Lessee shall use
the entire premises for the conduct of said business in a first-class manner and shall do so
continuously during the entire term of this lease, with the exception of temporary closures for
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such periods as may reasonably be necessary for repairs or redecorating or for reasons beyond
Lessee's reasonable control. Should the Lessee fail for a period of nine (9) consecutive months to
conduct and carry on in good faith the enterprise hereinabove described, then and in that event
this lease and all of the rights of the Lessee herein shall, upon sixty (60) days written notice from
the Port be forfeited and canceled forthwith.
(b) Lessee agrees that it will not disturb the Port or any other Lessee of the
Port by making or permitting any disturbance or any unusual noise, vibration or other condition
on or in the premises not reasonably necessary to the conducting of Lessee's business.
( c) Lessee shall not undertake any modification, change, addition or
installation on or to the leased premises without the prior written consent of the Port, which
consent shall not be unreasonably or untimely withheld.
(d) Lessee specifically agrees that this use and improvement section shall be
strictly construed to assure that the premises and operations or activities conducted on said
premises are in full compliance with all applicable environmental or other law and regulation.
Lessee shall at all times operate on the premises in a manner which will assure the safe, lawful
and healthful use of the premises. Lessee shall obtain prior written approval from the Port before
installing or using any new or different processes, which result in air or water pollution (as those
terms are defined in state and federal law), or in a release of hazardous substance (as those terms
are defined in CERCLA, 42 USC 9601, et. seq.).
(e) Lessee shall be solely responsible for obtaining all permits, approvals or
licenses required to install, erect or operate any structures, facilities or equipment, including but
not limited to, items defined as trade fixtures on the leased premises. Lessee shall be solely
responsible for complying with all laws, related to its business activities conducted during the
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period of this lease including but not limited to the Clean Water Act, the Clean Air Act, the
Comprehensive Environmental Response Compensation and Liability Act (CERCLA), the
Resource, Conservation and Recovery Act (RCRA), the American With Disabilities Act (ADA)
and all amendments thereto, and all equivalent state statutes, all ordinances, regulations,
guidance, rules, policy statements, orders of all governmental authorities applicable to the
Lessee's use and occupancy or ownership of the leased premises.
(f) Lessee shall notify Port within twenty-four (24) hours of any release of a
reportable quantity of any hazardous substance (as those terms are defined in CERCLA, 42 USC
9601, et. seq.), or of the receipt by Lessee of any notices, orders or communications of any kind
trom any governmental entity which relate to the existence of or potential for environmental
pollution of any kind existing on or resulting from the use of the leased premises or any activity
conducted thereon. Failure of Lessee to comply with any of the requirements of this Section 4
shall authorize but not obligate the Port to take, on the Lessee's behalf, any actions necessary to
assure prompt compliance with such laws. Lessee shall reimburse the Port for the full reasonable
cost of such action within thirty (30) days of receipt of billing therefore or shall be in default
hereunder.
(g) Lessee shall indemnify arid save the Port harmless from all damage, law
suits, governmental proceedings, fines, judgments, claims, and liabilities related to
environmental incidents or damage arising out or connected with any activities on or resulting
from Lessee's (or Lessee's agents, employees, invites or contractors) occupancy and use of the
leased premises, or as a result of the Lessee's breach hereof. Lessee acknowledges that it
expressly and specifically waives immunity under the industrial insurance statute of the state of
Washington, Title 51 RCW, for purposes of this indemnification provision and further
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acknowledges that this waiver was mutually negotiated by the parties. Lessee further agrees to
provide insurance as required by Section 13 of this lease for losses or expenses arising as a result
of environmental incidents, including environmental damage to these leased premises at such
times during the term hereof that such insurance becomes available at an annual rate of
$2,000.00 for a minimum coverage of $500,000.00 which the parties now agree would be a
reasonable cost. The parties acknowledge that such coverage is not available at reasonable cost at
the time or execution of this lease.
(h) Lessee further acknowledges that its compliance with this Section 4 shall
be subject to review by the Port prior to further extensions of this agreement.
5. PARKING AND USE OF COMMON AREAS:
Lessee's customers and employees shall have the exclusive use of twenty (20)
reserved common area parking spaces adjacent to the premises, as shown in Exhibit A hereto,
and the right in common with others to use all other common areas appurtenant to the building of
which the premises are a part, solely in connection with the conduct of Lessee's business. All
common areas shall be subject to the exclusive control and management of Port and subject to
reasonable rules and regulations with respect to all facilities and common areas. Lessee and its
employees shall do no act which will increase the Port's liability within parking areas or areas of
common use.
6. UTILITIES:
Lessee shall be liable for, and shall pay throughout the term of this lease, all
charges for all utility services furnished to the premises, including, but not limited to, light, heat,
electricity, gas, water, sewerage and garbage disposal services.
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7. ACCEPTANCE OF PREMISES:
Lessee has examined the premises, accepted them in their present condition, and
agrees to make any changes in the premises necessary to conform to federal, state and local law
applicable to Lessee's use of the premises. Lessee recognizes that this acceptance is based on the
Lessor fulfilling the building modifications as set forth in Section 37 of this Agreement.
8. MAINTENANCE AND REPAIR:
(a) The Lessee will at all times during the term of this agreement maintain the
property in good condition and shall, at its own expense, keep the entire premises, and the
adjoining sidewalks neat, clean and in a safe and sanitary condition and in compliance with all
federal, state and local environmental and other laws and regulations applicable to Lessee's use
of the premises. Provided, however, Port shall maintain in reasonably good order and condition:
(b) The foundation, bearing and exterior walls, and roof of the building; the
unexposed electrical, plumbing and sewage systems in the building lying outside the premises;
window frames, gutters and downspouts on the building; and the common areas. In the event any
repair or maintenance .described in this Section is occasioned by the act, omission, or neglect of
Lessee or any persons who may be in or upon the premises or the project with the express or
implied consent of Lessee (including Lessee's officers, contractors, agents, invitees, guests,
employees), Lessee shall pay to Port the costs of such maintenance and repair on demand by
Port. Port shall not be in default under this lease and shall not be liable to Lessee for any loss or
damage to person or property, or any inconvenience or interference with Lessee's business
caused by or resulting from Port's failure to perform its obligations under this section unless such
failure shall persist, due to Port's negligence, for an unreasonable period of time after written
notice of the need for repair or maintenance has been given by Lessee to Port. There shall be no
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abatement of rent (except as provided in Section 11) and Port shall not be liable or responsible to
Lessee for any loss or damage to person or property or for inconvenience to, or interference with
Lessee which may arise through repair, maintenance or alteration of any part of the project.
(c) Lessee agrees that if, as a result of its use, occupancy or operations on the
premises, or because of any action of its agents, invitees, employees, contractors or others, any
environmental or health hazard occurs on the premises, said Lessee shall take promptly all
necessary remedial action to bring the premises and operations or activities conducted thereon
into full compliance with applicable federal, state and local laws and regulations.
(d) Lessee specifically warrants that its business or other activities on the
premises as authorized by Section 4 of this lease shall be conducted in a manner which includes
standards of maintenance and repair which insure continued compliance with all applicable
environmental and other laws and regulations.
(e) At the expiration or sooner termination of this lease, Lessee shall return
the Port's property to the Port in the same condition in which received (or, if altered by Lessee
with the Port's consent, then the premises shall be returned in such altered condition), reasonable
wear and tear and damage by fire or unavoidable casualty not resulting in environmental or
health hazard excepted.
(f) In addition to any other rights it may have hereunder, Port reserves the
right to periodically inspect the premises for compliance with this section "Maintenance and
Repair" and after thirty (30) days notice or such lesser time as a danger to the Port or public may
require, to make necessary repairs and charge the Lessee therefore. Failure by the Lessee to
make repair after notice shall constitute a default hereunder.
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9. ALTERATIONS AND IMPROVEMENTS:
Lessee shall make no alterations or improvements to or upon the premises or
install any fixtures (other than trade fixtures which can be removed without injury to the
premises) without first obtaining written approval from the Port and subject to any and all
conditions contained in such approval. In the event any alterations or improvements shall be
made or fixtures (other than trade fixtures which can be removed without injury to the premises)
installed by Lessee, they shall at the termination of the lease become a part of the realty and
become the property of the Port, if the Port, at its sole election, accepts transfer of ownership
thereof and, subject, however, to the provisions of Section 35 herein.
10. INSPECTION:
The Port reserves the right of reasonable access to the leased premises: (i) to enter
and inspect the same and to conduct any testing, sampling, borings and analysis it deems
necessary to assure compliance with environmental or other laws and regulations; (ii) in the
event of an emergency, to comply with lawful orders or to reduce or mitigate environmental loss
or damages, to take such reasonable actions on the premises as may be necessary to bring the
premises or operations on the premises in compliance with environmental or other laws and
regulations. Lessee agrees to cooperate with the Port and all appropriate authorities to assure that
operations on the premises and the use of the premises, shall at all times be in full compliance
with all applicable laws and regulations, including but not limited to those established for the
purpose of protecting the environment and public health. The right of inspection reserved to the
Port hereunder shall impose no obligation on the Port to make inspections to ascertain the
condition of the premises, and shall impose no liability upon the Port for failure to make such
inspections.
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11. POSSESSION:
If the Port shall be unable for any reason to deliver possession of the premises, or
any portion thereof, at the time of the commencement of the term of this lease, the Port shall not
be liable for any damage caused thereby to Lessee, nor shall this lease thereby become void or
voidable, nor shall the term specified herein be in any way extended, but in such event Lessee
shall not be liable for any rent until such time as the Port can deliver possession. If Lessee shall,
in the interim, take possession of any portion of the premises, Lessee shall pay as rent the full
rent specified herein reduced pro rata for the portion of the premises not available for possession
by Lessee. If the Port shall be unable to deliver possession of the premises at the commencement
of the term of the lease, Lessee shall have the option to terminate this lease by at least thirty (30)
days' written notice, unless the Port shall deliver possession of the premises prior to the effective
date of termination specified in such notice. If Lessee shall, with the Port's consent, take
possession of all or any part of the premises prior to the commencement of the term of this lease,
all of the terms and conditions of this lease shall immediately become applicable, with the
exception that Lessee shall not be obligated to pay any rent for the period prior to the
commencement of the term of this lease unless otherwise mutually agreed.
12. DAMAGE AND DESTRUCTION CLAUSE:
(a) Should the premises or Port buildings or structures of which the premises
are a part be partially damaged by fire or other casualty, or rendered partially unfit for use by
reason of fire or other casualty, Lessee shall give immediate notice thereof to the Port and the
premises shall be repaired with due diligence by the Port. The monthly rent shall be abated in the
same proportion that the untenantable portion of the premises bears to the whole thereof, for, the
period from the occurrence of the damage to the completion of the repairs. Lessee shall
11
cooperate fully in obtaining and making available proceeds of insurance provided by Lessee
pursuant to Section 13 hereof in furtherance of such repairs.
(b) Should the premises or Port buildings or structures of which the premises
are a part be completely destroyed by fire or other casualty, or should they be damaged to such
an extent that the premises are rendered wholly unfit for their accustomed uses the Lessee shall
give the Port immediate notice thereof. Upon the giving of said notice by Lessee, the Port shall
have the option to terminate this lease on thirty (30) days' notice, effective as of any date not
more than sixty (60) days after the occurrence. In the event that this section shall become
applicable, the Port shall advise Lessee within forty-five (45) days after the happening of any
such damage whether the Port has elected to continue the lease in effect or to terminate it. If the
Port shall elect to continue this lease in effect, it shall commence and prosecute with due
diligence any work necessary to restore or repair the premises. Lessee shall cooperate fully in
obtaining and making available proceeds of insurance provided by Lessee pursuant to Section 13
hereof in furtherance of such repairs. If the Port shall fail to notify Lessee of its election within
said forty-five (45) day period, the Port shall be deemed to have elected to terminate this lease,
and the lease shall automatically terminate sixty (60) days after the occurrence of the damage.
For the period from the occurrence of any damage to the premises to the date of completion of
the repairs to the premises (or to the date of termination of the lease if the Port shall elect not to
restore the premises), the monthly rent shall be abated in the same proportion as the untenantable
portion of the premises bears to the whole thereof.
12
13. INDEMNIFICATION AND INSURANCE:
(a) Indemnity: The Port, its employees and agents shall not be liable for any
injury (including death) to any persons or for damage to any property regardless of how such
injury or damage be caused, sustained or alleged to have been sustained by Lessee or by others
as a result of any condition (including existing or future defects in the premises) or occurrence
whatsoever related in any way to the premises and the areas adjacent thereto or related in any
way to Lessee's use or occupancy of the premises and of the areas adjacent thereto. Lessee agrees
to defend, indemnify and to hold and save the Port harmless from all liability or expense
(including expense of litigation) damage, law suits, governmental proceedings, fines, judgments,
claims, and liabilities arising out of or connected with any damage or any activities on the leased
premises or resulting from Lessee's (or Lessee's agents, employees, invitees or contractors)
occupancy and use of the leased premises, or as a result of the Lessee's breach hereof. Lessee
acknowledges that it expressly and specifically waives immunity under the Industrial Insurance
Statute of the State of Washington, Title 51 RCW, for purposes of this indemnification provision
and further acknowledges that this waiver was mutually negotiated by the parties.
(b) Liability Insurance: Lessee represents that it is self-insured. Lessee shall,
at no expense to the Port, maintain and provide proof of Washington Cities Insurance Authority
Self- Insured Coverage, in the minimum limits described in Exhibit B hereto (Washington Cities
Insurance Authority Self-Insured Coverage Document CT-2007), and hereafter in such increased
amounts as the parties may from time to time mutually agree upon, to indemnify both the Port
and Lessee against any such liability or expense.
(c) Miscellaneous: The Port shall be furnished with appropriate evidence to
establish (i) that Lessee's obligations as herein provided have been met, and (ii) that the coverage
13
as herein required is not subject to cancellation without at least ninety (90) days' advance written
notice to the Port. Lessee's Self Insured Coverage documents shall be made available to the Port.
If either party fails to comply with any of the provisions of this section, the other party, at any
time thirty (30) or more days after mailing notice, may without prejudice to any other rights it
may have, purchase the insurance required to be carried and the cost thereof shall be billed to the
refusing or neglecting party and shall be additional rent.
14. WAIVER OF SUBROGATION:
The Port and Lessee hereby mutually release each other from liability and waive
all right of recovery against each other for any loss from perils insured against under their fire
insurance contracts, or self insured coverage, as the case may be, including any extended
coverage endorsements thereto: provided, that this Section 14 shall be inapplicable if it would
have the effect of invalidating any coverage of Port or Lessee.
15. INCREASE IN COST OF INSURANCE:
Lessee shall not use the premises in such a manner as to increase the existing rates
of insurance applicable to the buildings or structures of which the premises are a part. If it
nevertheless does so, then, at the option of the Port, the full amount of any resulting increase in
premiums paid by the Port with respect to the buildings or structures of which the premises are a
part, and to the extent allocable to the term of this lease, may be added to the amount of rent
hereinabove specified and shall be paid by Lessee to the Port upon the monthly rental day next
thereafter occurring.
14
16. TAXES:
Lessee shall be liable for, and shall pay throughout the term of this lease, all
license and excise fees and occupation taxes covering the business conducted on the premises
and all taxes on property of Lessee on the premises whether imposed on Lessee or on the Port.
Lessee shall also pay, or reimburse the Port for all taxes, other than any net income taxes payable
by the Port, including ad valorem taxes or taxes levied in lieu of an ad valorem tax. All other tax
amounts for which the Port is or will be entitled to reimbursement from Lessee shall be payable
by Lessee to the Port at least fifteen (15) days prior to the due dates of the respective tax amounts
involved: Provided, that Lessee shall be entitled to a minimum of ten (10) days written notice of
the amounts payable by it.
17. COMPLIANCE WITH PORT REGULATIONS AND WITH ALL LAWS:
(a) Lessee agrees to take reasonable action to comply with all applicable
rules and regulations of the Port pertaining to the building or other realty of which the premises
are a part now in existence or hereafter promulgated for the general safety and convenience of
the Port, its various Lessees, invitees, licensees and the general public upon receipt of notice of
the adoption of such regulations.
(b) Lessee agrees to comply with all applicable federal, state and municipal
laws, ordinances, and regulations, including without limitation those relating to environmental
matters. Any fees for any inspection of the premises during the lease term by any federal, state or
municipal officer related to Lessee use and occupancy of the building and the fees for any so-
called "Certificate of Occupancy" shall be paid by Lessee.
15
18. ASSIGNMENT OR SUBLEASE:
(a) Lessee shall not assign or transfer this lease or any interest therein nor
sublet the whole or any part of the premises, nor shall this lease or any interest hereunder be
assignable or transferable by operation of law or by any process or proceeding of any court, or
otherwise, without the written consent of the Port first had and obtained. If Lessee is a
corporation, Lessee further agrees that if at any time during the term of this lease more than one-
half (1/2) of the outstanding shares of any class of stock of Lessee corporation shall belong to
any stockholders other than those who own more than one-half (1/2) of the outstanding share of
any class of stock at the time of the execution of this lease, such change in the ownership of the
stock of Lessee shall be deemed an assignment of this lease within the meaning of this section.
(b) If the Port shall give its consent to any assignment or sublease, this section
shall nevertheless continue in full force and effect and no further assignment or sublease shall be
made without the Port's consent.
19. DEFAULTS:
(a) Time is of the essence of this agreement. Lessee shall pay interest
monthly at the annual rate of twelve percent (12%), on all sums owing to the Port under this
lease, commencing thirty (30) days after the date each sum is due and payable. In the event of the
failure of Lessee to pay the rents, interest, and any and all other charges provided for in this lease
at the time and in the manner herein specified, or to keep any of the covenants or agreements
herein set forth to be kept and performed, the Port may elect to terminate this lease and re-enter
and take possession of the premises with or without process of law: Provided, however, that
Lessee shall be given thirty (30) days notice in writing stating the nature of the default in order to
permit such default to be remedied by Lessee within said thirty (30) day period.
16
(b) Payment by Lessee to the Port of interest on rents and/or any other
charges due and owing under this lease shall not cure or excuse Lessee's default in connection
with such rents and/or charges. Interest, default and all other remedies of the Port hereunder are
cumulative and not altema~ive. If upon such re-entry there remains any personal property of
Lessee or of any other person upon the premises, the Port may, but without the obligation so to
do, remove said personal property and hold it for the owners thereof or may place the same in a
public garage or warehouse, all at the expense and risk of the owners thereof, and Lessee shall
reimburse the Port for any expense incurred by the Port in connection with such removal and
storage. The Port shall have the right to sell such stored property without notice to Lessee, after it
has been stored for a period of thirty (30) days or more, the proceeds of such sale to be applied
first to the cost of such sale, second to the payment of the charges for storage, and third to the
payment of any other amounts which may then be due from Lessee to the Port, and the balance,
if any, shall be paid to Lessee. Notwithstanding any such re-entry, the liability of Lessee for the
full rents and interest provided for herein shall ~ot be extinguished for the balance of the term of
this lease, and Lessee shall make good to the Port any deficiency arising from a reletting of the
premises at a lesser rental than that hereinafter agreed upon. Lessee shall pay such deficiency
each month as the amount thereof is ascertained by the Port.
20. TERMINATION:
In the event the United States Government, the State of Washington, or any
agency or instrumentality of said government shall take title, possession, the rights of possession
of the premises, or any part thereof, the Port shall have the option to terminate this agreement
and if the taking has substantially impaired the utility of the premises to Lessee, Lessee shall
have the option to terminate this agreement. Both options shall be exercisable as of the date of
17
said taking. If Lessee is not in default under any of the provisions of this agreement on the date
of such taking, any rental prepaid by Lessee shall be promptly refunded to Lessee to the extent
allocable to any period subsequent to said date, and all further obligations of the parties shall
terminate except liabilities, which shall be accrued prior to such date. To the extent Lessee has
paid for improvements to the premises, Lessee shall receive a fair allocation of any award
received by the Port due to the termination for government use which award includes the value
of such improvements for the remaining lease term. Should the parties be unable to agree on said
"fair allocation", fair allocation shall be determined by arbitration. Either the Port or the Lessee
shall have the right to request arbitration of the fair allocation to be paid. The arbitrators will
promptly decide the fair market of the value of such improvements for the remaining lease term.
The decision of the arbitrators shall be binding on both parties. The arbitrators shall be promptly
appointed in the following manner: one by the Port, one by the Lessee and a third appointed by
the other two. Simultaneous with its request for arbitration, the party requesting arbitration shall
notify the other party of its appointment of an arbitrator. Within ten (10) days thereafter, the
second party shall appoint an arbitrator and within five (5) days thereafter the two arbitrators so
appointed shall appoint a third and thereafter the arbitrators shall render a decision in as prompt a
manner as is reasonable under the circumstances. Should a party fail to appoint an arbitrator
within the time allowed after notice in writing by the other party, then the arbitrator appointed by
the initiating party shall within twenty-five (25) days after his appointment, determine the
reasonable fair allocation in accordance with the terms hereof which determination shall be
binding on both parties. Should the two arbitrators appointed by the parties fail to agree upon
appointment of a third arbitrator within the time allowed, the third arbitrator shall be appointed
by the presiding Judge of the Superior Court of Clallam County. The conduct of the arbitration
18
proceedings shall be in accordance with the State of Washington Arbitration Statutes except
insofar as the procedures specifically set forth herein are inconsistent therewith, in which event,
the specific provisions of this lease shall control the arbitration proceedings.
21. TERMINATION BECAUSE OF COURT DECREE:
In the event that any court having jurisdiction in the matter shall render a decision
which has become final and which will prevent the performance by the Port of any of its
obligations under this lease, then either party hereto may terminate this lease by written notice,
and all rights and obligations hereunder (with the exception of any undischarged rights and
obligations that occurred prior to the effective date of termination) shall thereupon terminate. If
Lessee is not in default under any of the provisions of this lease on the effective date of such
termination, any rent prepaid by Lessee shall, to the extent allocable to any period subsequent to
the effective date of the termination, be promptly refunded to Lessee.
22. SIGNS:
No signs or other advertising matter, symbols, canopIes or awnmgs shall be
attached to or painted on or within the premises, including the windows and doors thereof,
without the approval of the Port first had and obtained. At the termination or sooner expiration of
this lease, all such signs, advertising matter, symbols, canopies or awnings attached to or painted
by Lessee shall be removed by Lessee at its own expense, and Lessee shall repair any damage or
injury to the premises and correct any unsightly condition caused by the maintenance and
removal of said signs.
19
23. INSOLVENCY:
If Lessee shall file a petition III bankruptcy, or if Lessee shall be adjudged
bankrupt or insolvent by any court, or if a receiver of the property of Lessee shall be appointed in
any proceeding brought by or against Lessee, or if Lessee shall make an assignment for the
benefit of creditors or if any proceedings shall be commenced to foreclose any mortgage or any
other lien on Lessee's interest in the premises or on any personal property kept or maintained on
the premises by Lessee, the Port may, at its option, terminate this lease.
24. NONWAIVER:
The acceptance of rent by the Port for any period or periods after a default by
Lessee hereunder shall not be deemed a waiver of such default unless the Port shall so intend and
shall so advise Lessee in writing. No waiver by the Port of any default hereunder by Lessee shall
be construed to be or act as a waiver of any subsequent default by Lessee. After any default shall
have been timely cured by Lessee, it shall not thereafter be used by the Port as a ground for the
commencement of any action under the provisions of Section 19 hereof.
25. ATTORNEYS' FEES:
If either party shall be required to bring any action to enforce any of the
provisions of this lease, or shall be required to defend any action brought by the other party with
respect to this lease, and in the further event that one party shall substantially prevail in such
action, the losing party shall, in addition to all other payments required therein, pay all of the
prevailing party's actual costs in connection with such action, including such sums as the court or
courts may adjudge reasonable as attorneys' fees, expert witness fees and other costs incurred in
furtherance of such litigation in the trial court and in any appellate courts.
20
26. HOLDING OVER:
If Lessee shall, with the consent of the Port, hold over after the expiration or
sooner termination of the term of this lease, the resulting tenancy shall, unless otherwise
mutually agreed, be for an indefinite period of time on a month-to-month basis. During such
month-to-month tenancy, Lessee shall pay to the Port the same rate of rent as set forth herein,
unless a different rate shall be agreed upon, for the first sixty (60) days of any such holding over
and thereafter the rent shall increase by five percent (5%) and Lessee shall be bound by all ofthe
additional provisions of this lease insofar as they may be pertinent.
27. ADVANCES BY PORT FOR LESSEE:
If Lessee shall fail to do anything required to be done by it under the terms of this
lease, except to pay rent, .the Port may, at its sole option, do such act or thing on behalf of
Lessee, and upon notification to Lessee of the cost thereof to the Port, Lessee shall promptly pay
the Port the amount ofthat cost.
28. LIENS AND ENCUMBRANCES:
Lessee shall keep the premises free and clear of any liens and encumbrances
arising or growing out of the use and occupancy of the said premises by Lessee. At the Port's
request, Lessee shall furnish the Port with written proof of payment of any item which would or
might constitute the basis for such a lien on the premises if not paid.
29. NOTICES:
. (a) All notices and payments hereunder may be hand delivered or mailed. If
mailed, they shall be sent to the following respective addresses:
To Lessor:
Port of Port Angeles
P.O. Box 1350
Port Angeles, W A 98362
21
To Lessee:
City of Port Angeles
P.o. Box 1150
Port Angeles, W A 98362
or to such other respective addresses as either party hereto may hereafter from time to time
designate in writing. If hand delivered, notice shall be delivered as follows:
To Lessor:
Port of Port Angeles
338 West First Street
Port Angeles, W A 98362
To Lessee:
City of Port Angeles
321 East 5th Street
Port Angeles, W A 98362
(b)
Notices and payments sent by certified or registered mail and subsequently
received by the Port shall be deemed to have been given when and if properly mailed, and the
postmark affixed by the United States Postal Service shall be conclusIve evidence of the date of
mailing.
30. JOINT AND SEVERAL LIABILITY:
Each and every party who signs this lease, other than in a representative capacity,
as Lessee, shall be jointly and severally liable hereunder.
31. INVALIDITY OF PARTICULAR PROVISIONS:
If any term or provision of this lease or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of this lease or the
application of such term or provision to persons or circumstances other than those as to which it
is held invalid or unenforceable shall not be affected thereby and shall continue in full force and
effect.
22
32. NONDISCRIMINATION-SERVICES:
(a) Lessee agrees that it will not discriminate by segregation or otherwise
against any person or persons because of race, sex, sexual orientation, age, creed, disability,
color or national origin in furnishing, or by refusing to furnish, to such person, or persons, the
use of the facility herein provided, including any and all services, privileges, accommodations
and activities provided thereby.
(b) It is agreed that Lessee's noncompliance with the provisions of this clause
shall constitute a material breach of this lease. In the event of such noncompliance, the Port may
pursue such remedies as may be provided by law.
33. NONDISCRIMINATION-EMPLOYMENT:
(a) Lessee covenants and agrees that 1ll all matters pertaining to the
performance of this lease, Lessee shall at all times conduct its business in a manner which
assures fair, equal and nondiscriminatory treatment of all persons without respect to race, sex,
sexual orientation, age, disability, color, creed or national origin and, in particular:
(b) Lessee will maintain open hiring and employment practices and will
welcome applications for employment in all positions from qualified individuals who are
members of racial or other minorities, and
(c) Lessee will comply strictly with all requirements of applicable federal,
state and local laws or regulations issued pursuant thereto relating to the establishment of
nondiscriminatory requirements in hiring and employment practices and assuring the service of
all patrons or customers without discrimination as to any person's race, sex, age, creed, disability,
color or national origin.
23
34. LABOR UNREST:
Lessee agrees to join with the Port and use its best efforts in avoiding labor unrest
m any business it conducts on premises, or in the event of a wild-cat strike or other labor
difficulty, to use its good offices in negotiating and bringing to a swift and satisfactory conclusion
any kind of labor dispute that may affect the interest of the Port.
35. TITLE TO IMPROVEMENTS:
(a) On the commencement date of the term of this Lease, all existing structures,
installations, and improvements of any kind located on the leased premises are owned by and
title thereto is vested in Lessor. All structures, installations and improvements of any kind placed
on the leased premises by Lessee subsequent to the commencement date of the term of this Lease
shall, at the option of Lessor, be removed by Lessee at Lessee's expense prior to the tennination
of this Lease. Lessor may exercise said option as to any or all of the structures, installations and
improvements by notifying Lessee that any such structure, installations and improvements must
be removed at any time prior to the termination of this Lease. If Lessor exercises such option,
Lessee shall remove such structures, installations or improvements within sixty (60) days after
the expiration of the term of this Lease or sooner termination thereof. If Lessee fails to remove
such structures, installations, or improvements within said sixty (60) days, Lessor shall have the
right to have such structures, installations or improvements removed at the expense of Lessee. As
to any or all structures, installations or improvements owned by Lessee, for which Lessor does
not exercise option for removal, title thereto shall vest in Lessor without cost to Lessor and
without any payment to Lessee at the time the lease terminates.
(b) Machines, appliances, equipment and trade fixtures of any kind hereafter
placed on the leased premises by Lessee are owned by and title thereto is vested in Lessee and
24
the same shall be removed by Lessee within sixty (60) days after the expiration of the term of
this Lease or sooner termination thereof; provided, however, Lessee agrees to repair any and all
damage occasioned by the removal thereof. If any such machines, appliances, equipment and
trade fixtures are not removed within sixty (60) days after the termination of this Lease, the same
maybe considered abandoned and shall thereupon become the property of Lessor without cost to
the Lessor and without any payment to Lessee; except that Lessor shall have the right to have the
same .removed at the expense of Lessee.
( c) During any period of time employed by Lessee under this paragraph to
remove structures, installations, improvements, machines, appliances, equipment and trade
fixtures, Lessee shall continue to pay the full rental to Lessor in accordance with this Lease
which said rental shall be prorated daily.
(d) Lessor warrants and defends good title to the leased premises. Lessee, at
its sole option and expense may obtain title insurance for the leasehold for the tenn of this Lease
at any time during this Lease.
36. EASEMENTS:
(a) The parties recognIze that the Port facilities are continuously being
modified to improve the utilities, services and premises used and provided by the Port to its
Lessees and customers. The Port, or its agents, shall have the right to enter the premises of
Lessee, and to cross over, construct, move, reconstruct, rearrange, alter, maintain, repair and
operate the sewer, water, and drainage lines, and the electrical service, access roads, and all other
services and facilities required by the Port for its use located upon or under the premises. The
Port is hereby granted a continuous easement or easements as the Port believes necessary within
the premises of Lessee, without any additional cost to the Port for the purposes expressed
25
hereinabove. Provided, however, that the Port by virtue of such use, does not materially deprive
Lessee of its beneficial use or occupancy of its leased area for a period in excess of thirty (30)
working days.
(b) In the event that the Port substantially deprives Lessee of beneficial use
or occupancy of a portion of its premises for more than thirty (30) days, then an equitable
adjustment in rent shall be made by the Port. In the event that such deprivation is temporary in
nature, the Port shall also reimburse Lessee for the cost required to modify its premises for the
temporary period that Lessee is inconvenienced by such Port entry. The Port will not be
responsible to Lessee for any reduced efficiency or loss of business occasioned by such entry.
37. BUILDING MODIFICATIONS:
Lessor agrees to make building modifications to the leased premises as set forth in
Exhibit C, which is attached hereto and incorporated herein. Upon completion of the described
modifications and acceptance by Lessee, which acceptance shall not be unreasonably withheld,
Lessee agrees to pay Lessor the sum of Fifty Thousand ($50,000.00) dollars.
LESSOR:
LESSEE:
PORT OF PORT ANGELES
CITY OF PORT ANGELES
BY:
BY:
Robert McChesney
Executive Director
Karen A. Rogers
Mayor
STATE OF WASHINGTON
)
) ss.
)
COUNTY OF CLALLAM
day of
, 2007, before me the undersigned, a
On this
26
Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared ROBERT McCHESNEY, to me known to be the Executive Director, of Port of Port
Angeles, the entity that executed the within and foregoing instrument, and acknowledged the
said instrument to be the free and voluntary act and deed of said entity for the uses and purposes
therein mentioned, and on oath stated that he is authorized to execute the said instrument.
WITNESS my hand and official seal hereto affixed the day and year first above written.
NOTARY PUBLIC in and for the State of
Washington, residing
at
My Commission Expires:
STATE OF WASHINGTON )
) ss.
COUNTY OF CLALLAM )
On this day of , 2007, before me the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared KAREN A. ROGERS, to me known to be the Mayor of the City of Port Angeles, the
entity that executed the within and foregoing instrument, and acknowledged the said instrument
to be the free and voluntary act and deed of said entity for the uses and purposes therein
mentioned, and on oath stated that she is authorized to execute the said instrument.
WITNESS my hand and official seal hereto affixed the day and year first above written.
NOTARY PUBLIC in and for the State of
Washington, residing
at
My Commission Expires:
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WCIA Coveraqe DocumenlllCT-2007
Paqe 2
WASHINGTON CITIES INSURANCE AUTHORITY
Self-Insured Coverage Document CT-200
Jan uary 1, 2007, to January 1,2008
12:01 am Pacific Standard Time
LIMITS/ULTIMATE NET LOSS:
SELF-INSURED LAYER LIMIT:
$3,000,000 PER OCCURRENCE
REINSURED EXCESS LAYER LIMIT:
$12,000,000 PER OCCURRENCE
TOTAL LIMIT:
$15,000,000 PER OCCURRENCE, subject to aggregates and sub-limits
below and in Section 1.0, (Coverage Limits) in the WCIA Join!
Protection Program.
AGGREGA TE LIMITS/SUB-LIMITS:
Above $4,000,000 Per Occurrence $10,000,000 annual aggreg8te Product
liability coverage per Member, $10,000,000 Public Official Liability annual
aggregate per Member, $10,000,000 Employment Practice Liability annual
aggregate per Member anda $25,000,000 annual aggregate per Member for
Law Enforcement liability arising out of Member owned jails or holding facilities
with overnight or greater length of stay for the confinement of inmates.
$3,000,000 per occurrence limit and $3,000,000 annual aggregate per Member
applying to Terrorism.
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$1,000,000 per occurrence limit and $1,000,000 annual aggregate limit pSI'
Member applying for the release, discharge or backup of liquids and/or effluents
from waste water and/or sanitary sewer lines owned, leased, maintained or
operated by a "Member".
DESCRIPTION OF COVERAGE: General Liability, Automobile liability, Stop-Gap Coverage, Errors or Omissions
Liability and Employee Benefits Liability,
LIMITS OF LIABILITY FOR ALL COVERAGE.
The Limits/Ultimate Net loss stated herein and the rules below set the maximum the Authority
will pay regardless of the number of:
a. members;
b. claims made or lawsuits brought; or
c. persons or organizations making claims or bringing lawsuits
TERRITORY: This coverage applies to General Liability, Automobile Liability, stop-Gap Coverage, Errors or
Omissions Liability and Employee Benefit liability occurring anywhere in the United States of America, its territories
and possessions or Canada.
'MEMBERS COVERED BY THIS AGREEMENT:
Aberdeen
Ana cortes
A Regional Coalition for Housing
Arlington
Auburn
Bainbridge Island
Battle Ground
Benton City
Benton County Emergency Services
Bonney lake
Bothell
Burien
Camas
Cashmere
Cenlralia
Chehalis
Cheney
Chelan
Clark Regional Emerg. Servo Ag. (CRESA)
Clarkston .
Cle Elum
Clyde Hill
Coupeville
.:",.;;t.:-Ar-.
"j '"'"
.~.\
WCIA Coveraoe Document #CT-2007
Covington
Cowliiz-Wahkiakum COLlncil of Gov.
Des Moines
Eastside Public Safety Communications
eCity Gov Alliance
Edgewood
Edmonds
Elma
Emergency Services Coord, Agency
EnumGlaw
Fife
George
Goldendale
Grandview
Grays Harbor 911 Communications
Hoquiam
Issaquah
Kelso
Kenmore
Kent
Kirkland
Lacey
La Conner
Lake Forest Park
Lake Stevens
Leavenworth
Long Beach
Longview
LOTI Alliance
Mabton
Maple Valley
Marysville'
Marysville Fire District
McCleary
Medical Lake
. ,.. ,',' ".', '" '-'. ,-,.....'-,"-,- -" .', '
_.-,--~-~.~,._,~~--~------
Paoe 2
Snohomish
Snohomish Co. Emergency Radio Sys.
StIiOCOM/Medic 7
SNOPAC
Snoqualmie
Soap Lake
Spokane VaJley
Stanwood
Steilacoom
Sumner
Three Rivers Reg. Wastewater Auth.
Thurston Regional Planning Council
Toppenish
Tukwila
Tumwater
Union Gap
University Place
Valley Communications
Walla Walla
WA Cities Insurance Authority
Warden
Washougal
Water Operating Board
Westport
WHITCOM 911
Woodinville
Woodway
Yakima Valley Conference of Gov.
Valley Regional Fire Authority
Yarrow Point
Zillah
This document is not an insurance policy. The Washington Cities Insurance Authority (Authority) is not an insurance
company. This document is an agreement by the Authority and Its members to pay all covered losses subject to the
limits and other terms and condifions of this Agreement and any addenda attached. In consideration of the
assessments paid by the members, this Agreement provides the following coverages:
1. COVERAGE AGREEMENTS
Medina
Mercer Island
Metropolitan Parl< District ofTacoma
IVli11 Creek
Milton
Monroe
Monroe Fire District
Monlesano
Moses Lake
IVlountlake Terrace
Mount Vernon
Muldlteo
"!ewcastle
"Jormandy Park
'''orth Bonneville
Northshore Utility District
Oak Harbor
Ocean Shores
Olympia
Olhello
Pasco
PEN COM
Port Angeles
Port Townsend
Pullman
Pullman-Moscow Regional Airport
Pullman Metropolitan Park District
PuyallLlp
Renton
Rich/and
Ridgefield
Sammamish
Shelton
Shoreline
51<agit 911
1. Coverage
A. GENERAL & AUTOMOBILE LIABILITY COVERAGE
In consideration Df the assessment herein provided, the Authority hereby agrees, subject to the
limitations, terms and conditions hereinafter mentioned, to pay on behalf of the member all sums
which the member shall be obligated to pay by reason of liability:
a. imposed upon the member by Jaw; Dr
b. assumed under contract or agreement by the member and/or any officer, director,
. Dfficial, or employee Df the member, while acting in his or her capacity-as such:
for damages, direct or consequential and expenses, all as more fully defined by the term "ultimate
net Joss" on accoun1 of:
i.
ii.
personal injury,
properly damage,
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Construction to be done by Port of Port Angeles in new Light Operations facility for the
$50,000 quoted price:
The Port of Port Angeles will provide the improvements to Suite A shown on drawings
delivered to the Port, dated August 20,2007, consisting specifically of sheets AI.I, A2.1,
A1.2, A3.1, ELI, and E1.2. Such work is summarized as follows:
1. Construction of new 192 Sq. Ft. Foreman's office
2. Construction of new 380 Sq. Ft. Line Room
3. Convert part of upper level storage space to 250 Sq. Ft. Office
4. Convert part of upper level storage space to 144 Sq. Ft. Mechanical Room
5. Provide heating, ventilating, and air-conditioning in spaces 1,2, and 3 listed
above.
6. Finish spaces 1,2, and 3 listed above with suspended acoustical ceilings, new
recessed fluorescent lighting, power receptacles, power wiring, finish painting,
vinyl flooring, and conduit rough-ins for data and telephone outlets.
7. Extend fire sprinkler coverage into spaces 1,2,3, and 4 listed above.
8. Building permits for above work.
All construction to comply with current construction and energy conservation codes.
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ASSOCIATES
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City Of Port
Angeles
Ught OperatIons
Building
2007 $. 0 Street
SuiteA&B
Port Angeles, Wa
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ASSOCIATES
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CitY Of Port
Angeles
Ught Operal1ons
Bul1dlng
2007 s. 0 StrBet
Suite A &. B
Port Angeles, Wa
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Keynotes
CD: E~Ist1'IO P....IEl -r::" 10 IlCl.IIJW. REVI!:C I.!i lIalCO III SCHEDUl[.
l!>DUPlOlOItOUJ.OPlDlIt(l:CI'tACLLASSHOWU,20ASPEC.CII...oEDNCED Iho/oST.
<D TEl/CATA OUTLET. PlltMIJE H llD~. III ONCE llllolll. J/~o t:llNQurr TO MC
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SHEET NmEsl
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lOCOUPlETE,
&~I~t'E ~~W,1:~lg lA~C~~TNJE~IEt~Ef~~~~~~W cBh,LrncLfln O:IIr:tJ~~~' tUN RECEPTAr::LtS IN TIlt
L1J~~V /"1~cJ{~~"0~'R~6W BSJ~tc~KsP~ ~~ ~1}l~WJ.~h9fn.J;Vlbi~ellWiu~rll~~~6' "RECEPT.et.E5".
ALL RECEI'lAt:l[ CIRCUITS WHICH EllWO INTO THE VEHIClE f>AAKING 5H.i.U. BE PROVlOEO 'MIll
crel clRcun BIl[..\J(ERS.
(4) nilE /"URI.l IS REOU1IIEO rOR nus fAClUT'I'. COIJTAl:l fEOERAl l'lRES4FTIT fOR PlAfl AND PRICt
Notes
'16oEW~ .f1ttM~\6n~g f~t~'t Iller~ll~lJi~E~~gNo~\fJR~O Rf~81~[}~~'ID~~~01lEgrJtfbl~6~~~J'
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U~&~ f!,,JW~g uFrsC~'fE{gE~~Ec~~fE:J~mr~R~lP cBr~llE~cI~TO:Jr"ff&~' 120V RECEPtAClES IN THE
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"'LL Rrr::EpTM:lE CIRCUITS WHICH EXTENO INtO THE VEHICLE PARKINti SH.oJ..lllt PROVIDEO WITH
erc! CIRCUIT BIlEA~ERs.
(4) flllE ,l,[JJf1.l 15 REOUIIlf:O fOil THIS rA!:llrTY. COIJI".lCt COSTeD rIRE F'ROTECTlDN, (:lSO) .S7-JJO!l, Ami: W-'l1ER
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ASSOCIATES
lDCIIW.I~I,SIr".1
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City Of Port
Angeles
Ught Operations
BUilding
2007 s. a Street
SuiteA&B
Port Angeles, Wa
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Foundation Notes:
1. ISOLATEOP"DS TO !!E H' OIt.lJETER XB"THK.
UNlESS NCTtD OTHEflWlSE.
2. ~.8~~ r~ pEX~"XF'J~~.FU.~.~."''"Jlsf'~~;
POSTS AT au.u SPUC.o; W/Z)O CLE"TS E" SIDE
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Framin Notes:
(1)1Xl0H.F.12
U.N.O.
2)(lOFLOOR
3/~. ass PLYWOOD
o "NO tJ"ILED. U.N.O.
L CONrORf.l TO Al''' SPEc.
M"O. 01. PROVIDe 1&0 EOG[S "1 LONG
PANELEDCES.
J. SDUD BLOCKING AT llt.t.RING AUO AT AlL
paIHlLO,I.,(JS.
.
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FLOOR FRAMING
CEILING FRAMING
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ASSOCIATES
I_W.,""m.."
p."......,.....W..lI>lU
l' O. ~ 57.30"
III
City Of Port
Angeles
Ugh! Operations
Bundlng
2007 S. a Streel
SulleA&8
Port Angeles. Wa
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FRAMING DETAILS
L -d .LIHIHXtI
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JOB NO.
wrU1"/1
D~~NBY:
81.1
DATE:
To:
FROM:
SUBJECT:
NGELES
WASHINGTON, U.S.A.
CITY COUNCIL MEMO
October 9,2007
CITY COUNCIL
Glenn A. Cutler, Director of Public Works and Utilities
Pine Street Extension & US 101 Pavement Condition
Summary: As a result of the increased traffic generated by the 8th Street Bridge project on Pine
Street Extension, the pavement has begun to show severe signs of deterioration at the
intersection with US 101. It is necessary to make immediate repairs before the roadway
deteriorates any further and the weather causes the closure of the local asphalt plant. Work
should be accomplished as soon as possible.
Recommendation: Pass a resolution declaring an emergency; award and authorize the
mayor to sign a contract with Lakeside Industries for Pine Street Extension & US 101
Pavement Repairs in an amount not to exceed $50,000.
Background/Analysis: The Pine Street Extension is a key route for the 8th Street Bridges
project detour plan. As a result of the increased traffic generated by the project on the Pine
Street Extension, the pavement has begun to show severe signs of deterioration at the
intersection with US 101. The roadway is showing severe signs of distress such as alligatoring,
depressions, wash boarding, etc. In light of the coming fall and winter rains and to prevent
further roadway deterioration, Exeltech, our consultant for the 8th Street Bridges project, has
reviewed the pavement conditions and has recommended immediate repair to the street. The
repair would consist of pavement grinding some dig outs and then repaving those portions. The
engineer's estimate for the work is $38,000.
Lakeside Industries was contacted to provide two quotes, one for work during the week and the
other for work over a weekend day. The following quotes have been provided:
Weekday
Weekend
$36,820.75
$45,022.75 (increased pricing due to overtime)
In order to keep traffic disruptions to a minimum, it is recommended that the work be performed
on a weekend. Funding for the roadwork will be from the 8th Street Bridges Project.
It is recommended that City Council pass a resolution declaring this an emergency; award and
authorize the mayor to sign a contract with Lakeside Industries for the Pine Street Extension &
US 101 Pavement Repairs in an amount not to exceed $50,000. There is no tax on this project
because it is roadwork.
Attachment: Proposed Resolution
N:\CCOUNCIL\FINAL\Pine St Extension & US 101 Pavement Repairs.doc
RESOLUTION NO.
A RESOLUTION of the City Council of the City of Port Angeles,
Washington, declaring a state of emergency and authorizing the
exercise of emergency powers for repair of the Pine Street Extension.
WHEREAS, the 8th Street Bridge project has resulted in traffic being re-routed along
the Pine Street extension; and
WHEREAS, the Pine Street extension pavement is now showing severe signs of
deterioration at the intersection with US 101 as a result of the substantial increase in traffic;
and
WHEREAS, further damage by fall and winter rains is anticipated; and
WHEREAS, asphalt work can be performed only in wann weather - the season for
asphalt work is nearly over; and
WHEREAS, the Pine Street extension is vital because there is only one other access;
and
WHEREAS, the City's consultant, Exeltech, has reviewed the pavement conditions
and recommended immediate repair to the street; and
WHEREAS, RCW 39.04.280(e) allows an exemption to normal bidding requirements
for public works in the event of an emergency;
NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Port
Angeles as follows:
1. The 8th Street Bridge project detour has generated abnormally high amounts of
traffic to be re-routed along the Pine Street extension. The substantial increase
-1-
in traffic has caused severe deterioration and further damage to the pavement
is anticipated by fall and winter rains.
2. Asphalt work can be performed only in warm weather. The season for asphalt
work is nearly over.
3. Pine Street is vital because there would be only one other access if Pine Street
is unavailable.
4. The Council finds and declares that there is a critical need to repair damage to
the pavement along the Pine Street extension created by the additional traffic,
constituting a state of emergency.
5. The actions taken, and to be taken by the Mayor, the City Manager, and
authorized designees, are reasonably necessary to reduce the potential threat to
life and property.
6. The Mayor is authorized (1) to enter into contracts as necessary and
appropriate with Lakeside Industries for the Pine Street Extension and US 101
pavement repairs in an amount not to exceed $50,000, including taxes, and (2)
to execute said work without competitive bidding as allowed by RCW
39.04.280.
PASSED by the City Council of the City of Port Angeles at a regular meeting of said
Council held on the
day of October, 2007.
MAYOR
ATTEST:
APPROVED AS TO FORM:
Becky J. Upton, City Clerk
William E. Bloor, City Attorney
G:\Legal_ Backup\ORDlNANCES&RESOLUTIONSIRESOLUTIONS.20071JU007 -IS.Emergency Pine St Repairs.l 00807. wpd
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DATE:
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WAS H [ N G TON, U. S. A.
CITY COUNCIL MEMO
October 9,2007
CITY COUNCIL
Glenn A. Cutler, Director of Public Works & Utilities
Change Order No.4 to the Landfill Slope Stabilization, Project 02-21
Summary: The Dry Creek access road was built before the start of the Landfill Slope Stabilization
Project to allow truck traffic to access the beach for the storm water project and the slope stabilization
project. The roadway needs to be narrowed to meet the requirements of the Washington State
Department ofFish and Wildlife. Pricing was obtained from two contractors to perform the work.
Glacier Construction provided the best price.
Recommendation: Approve Change Order No.4 to the contract with Glacier Construction
Services, Inc., for the Port Angeles Landfill Slope Stabilization, Project 02-21 in the amount of
$16,953.76, including sales tax, for a total contract amount of $2,560,032.34, including tax.
Background/Analysis: The Landfill Shoreline Stabilization Project is a Solid Waste Utility capital
project to address bluff erosion at the Port Angeles Landfill (P ALF). The work under this contract is
approximately 86% complete. The Contractor anticipates proj ect completion by October 31, 2007.
The project was originally awarded in the amount of $2,073,010.54, including tax. The first three
Change Orders were issued for a total amount of $470,068.04, including tax.
The Dry Creek access road was constructed as part of the storm water proj ect. The storm water proj ect
has been completed. The roadway also provides access for the landfill slope stabilization project. It
was determined that the roadway width needed to be reduced. The roadway impedes the flow in Dry
Creek. The narrower roadway will remain in place until beach nourishment is no longer required. This
will be determined during a monitoring program over the next few years. Change Order Number 4, in
the amount of $16,953.76 including tax, compensates the contractor for work on the Dry Creek access
road and placement of large woody debris to meet the requirements of the Washington Department of
Fish and Wildlife. The large woody debris was obtained during the clearing of the triangular portion of
the landfill adjacent to the Port Angeles Water Treatment Plant earlier this year.
At the time of the award of the Landfill Shoreline Stabilization Project, the roadway work was not
included in any construction contract. A final determination was not available. Pricing for the work
was obtained from contractors working at the landfill. Glacier provided the best pricing. Funding for
the added work under Change Order No.4 is available from the Solid Waste Landfill Fund.
It is recommended that Council approve Change Order No.4 to the contract with Glacier Construction
Services, Inc., for the Port Angeles Landfill Slope Stabilization, Project 02-21 in the amount of
$16,953.76, including sales tax, for a total contract amount of $2,560,032.34, including tax.
N:\CCOUNCIL\FINAL\C.O. #4 for Landfill Slope Stabilization Project 02-21.doc