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4640
KIT SAP CO INFORMATION SERVICES
Facilities Use & Improvement - 7266 Tibardis Road
Finance
LEG 12-1
05/01/2007
04/30/2020
01/01/2020
KC-223-07
Amends Section 13 of #4572 (KC-339-06) relating to
term of use
"
"
KC-223-07
INTERLOCAL AGREEMENT BETWEEN KITSAP COUNTY AND THE CITY OF
BREMERTON FOR USE AND IMPROVEMENT OF FACILITIES AT 7266 TIBARDIS RD.
NW, BREMERTON, WASHINGTON
This agreement is made and executed by and between Kitsap County (hereinafter
referred to as the "County") and the City of Bremerton, a municipal corporation (hereinafter
referred to as the "City") which agrees as follows:
WHEREAS, the County and City have previously executed agreements, which
established the City of Bremerton as the entity responsible for the management and
operation of the public/education/government access channel and community access
center for video productions through Bremerton Kitsap Access Television (hereinafter.
referred to as "BKA T"); and
WHEREAS, the County and City have previously entered into a Funding Agreement
KC-339-06 dated September 7,2006 related to the provision and support of public,
educational, and government access channels with term of agreement covering a five (5)
year period commencing January 1,2006 and terminating December 31,2010; and
WHEREAS, the Funding Agreement by and between the County and City related to
BKA T specifies that that the County will provide the facilities at 7266 Tibardis Rd. NW,
Bremerton, Washington for the use of BKA T for public access purposes during the term of
the agreement; and
WHEREAS, the City desires to construct an addition to the current structure located
at 7266 Tibardis Rd. NW, Bremerton, Washington for the purposes of locating the BKAT
production studio there - providing operating efficiencies through centralizing production
and administration work areas into one location; and
WHEREAS, the City estimates the improvements will have a value of approximately
$200,000; and
WHEREAS, the City requires approval from the County to proceed with the
proposed improvements and requests an extended period of time to use the facilities
(beyond the current agreed upon five year period) in order to adequately receive value for
the investment of money;
NOW THEREFORE in consideration of the mutual covenant contained here in, it is
hereby agreed as follows:
Section 1. Premises, Design and Construction of Building Improvements.
A. Premises and Improvements Described. The facility provided by the County in
the Funding Agreement KC-339-06 dated September 7, 2006 (hereinafter referred to
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as "Funding Agreement") for the purposes of operating the BKAT production studio
is located at 7266 Tibardis Rd. NW, Bremerton, Washington (hereinafter referred to
as "Premises"). The City intends to construct an addition of approximately one
thousand square feet (1,000 square feet) to the current structure located at the
Premises (hereinafter referred to as "the Improvements") for the purposes of
relocating the BKA T production studio as generally shown in the preliminary building
and site plan in Exhibit A attached hereto and incorporated by reference. The
PARTIES agree that any and all current or future development and construction of
the Improvements are owned by the County and subject to the County's right, title,
and interest at the expiration or termination of this Agreement pursuant to Section 5.
'.
B. Design, Building & Site Plans. The City shall retain a licensed architect or
licensed professional engineer, registered in the State of Washington, who shall
design and prepare the building addition, building and site plans for the
Improvements which shall reference the original structure, the addition and any other
related improvements, utilities generally, a landscape plan as applicable and other
related improvements. The County shall have the right to approve the final design
of the Improvements. The City shall comply with the Americans with Disabilities Act
of 1990 (ADA) in the design, construction, and operation of the Improvements.
c. Construction/Site Work!. The City shall be solely responsible for all development
and construction of the Improvements. The City shall be responsible for the site work
and grading. In addition, the building site shall be kept in a clean and organized
condition during development periods. The City shall be responsible for site
security during the development and construction phases.
D. Deadlines. The City shall be required to complete the development and
,construction of the Improvements no later than June 30, 2008, or a later date as
mutually agreed upon. Completion of the development and construction of the
Improvement is defined as that date upon which all final occupancy permits are
obtained by the City.
E. Failure to Meet Deadlines/Time of Essence. It is mutually understood and
agreed .that failure by the City to meet the development and construction deadline
shall constitute a material breach of this Agreement by the City and the County, at its
option, upon failure to cure the breach pursuant to Section 5(C), can terminate this
Agreement for cause pursuant to Section 5 of this Agreement.
F. Stormwater Drainage, Sewer, & Water Lines. The City will be responsible for
relocating storm drains, sewers, and water lines to the Improvements, as required to
complete any development and construction of the Improvements.
G. Permits, and Development and Construction Fees & Expenses. The City shall
be responsible for obtaining and paying for necessary permits, fees, and expenses
associated with the development and construction of the Improvements. In addition,
the City shall be responsible for any additional costs for inspections billed to the
County by any government agency, including but not limited to the City of
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Bremerton, Kitsap County, or the State of Washington.
H. No Liens. It is mutually understood and agreed that the City shall keep the
Premises, and the structure and Improvements on which the Premises are situated
free from any liens arising out of any work performed, materials furnished, or
obligations incurred by Lessee.
Section 2. FinancinQ, Ownership and Use.
A. Financing - No County Obligation. The City shall be solely responsible for all
financing requirements for all construction or subsequent improvements to the
Improvements. The County shall be under no obligation directly or indirectly to pay
for any labor, material, or improvement associated with the facility except as
provided herein or mutually agree upon.
B. Ownership of the Improvements. The City shall have no ownership interest in the
Improvements described in Section 1 of this Agreement and is only granted the
rights of use as described in Section 3 of this Agreement.
Section 3. Use of Premises.
A. The County agrees to continue providing the facilities in their entirety at the
Premises for the use of BKA T for public access television purposes during the term
of this agreement unless the City provides-ninety (90) day advance written notice of
the intent to no longer use those facilities for BKA T purposes except for health or
safety reasons.
B. Utilities for the building on the Premises will be paid as follows: The City will provide
(pay for) electricity, security alarm system, sewer, water, garbage, and telephone.
The County will perform routine maintenance on the building, grounds, and the
parking lot.
C. The City will carry fire and extended coverage insurance on all improvements,
structures and buildings located on the premises. The policy shall include Kitsap
County as the loss payee for its interest in the property. A certificate of insurance
must be provided to Kitsap County. Kitsap County will not carry insurance on City's
property.
In the event of the total or partial destruction of the building, structures, or facilities
currently on the Premises or subsequently constructed by the City, the City shall
have the obligation to reconstruct such facilities to the condition in which they
existed prior to destruction, provided that such obligation shall be limited to the
extent the costs of such reconstruction are covered by the funds made available to
the City from the insurance proceeds paid to the loss payee, Kitsap County.
D. By the date of the execution of this agreement, the City shall procure and maintain
for the duration of this agreement insurance against claims for injuries to persons or
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damages to property which may arise from or in connection with exercise of the
rights and privileges granted by the agreement by the City, their agents,
representatives, employees and/or subcontractors. The cost of such insurance shall
be paid by the City.
E. The City shall maintain limits of General Liability no less than $1,000,000 combined
single limit per occurrence for bodily injury, personal injury, and property damage.
Section 4. Term of AQreement. The Agreement shall be for a period of thirteen (13)
years commencing May 1,2007 and expiring April 30, 2020. This section hereby amends
Section 13 of the Funding Agreement as it relates to the term of use of the Premises.
Section 5. Termination of AQreement.
A. The City shall have the right upon ninety (90) days written notice to.the County to
terminate this Agreement without cause.
B. The County shall have the right upon ninety (90) days written notice to the City to
terminate this Agreement without cause subject to payment to the City of a sum
equal to $200,000 divided by 156 (number of months during term of this agreement)
and then multiplied by the remaining months from notice date to the date of
expiration (April 30, 2020) as specified in Section 4 of this Agreement to terminate
this Agreement without cause.
C. This Agreement and the rights granted herein may be terminated for default as
follows:
a. The City shall be in default if it fails in the performance of any covenants,
conditions, or provisions of this Agreement where such failure continues for a
period of thirty (30) days after written notice is given by the County provided
that the nature of the City's obligations is such that more than thirty (30) days
are reasonably required for cure, the City will not be in default if the City
commences to cure within thirty (30) days of the County's notice and
thereafter diligently pursues completion and completes performance within a
reasonable time.
b. The County shall be in default if it fails in the performance of any covenants,
conditions, or provisions of this Agreement where such failure continues for a
period of thirty (30) days after written notice is given by the City provided that
the nature of the County's obligations is such that more than thirty (30) days
are reasonably required for cure, the County will not be in default if the
County commences to cure within thirty (30) days of the City's noticela...{ld
thereafter diligently pursues completion and completes performance witnin a
reasonable time.
Section 6. Severability. In the event any provision in this Agreement is deemed
unconstitutional, illegal, or void as a matter of law, the parties agree that all of the
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provisions of this Agreement that are not affected by such occurrence shall constitute a full
and complete Agreement between the parties.
Section 7. Indemnify and Hold Harmless. The County and City shall each
indemnify, defend, and hold the other harmless from and against any and all claims, suits,
actions, causes of action, losses, damage, or liabilities arising or resulting from any alleged
negligent or intentional acts or omissions arising out of the performance or non
performance of their respective responsibilities as set out in this agreement.
Section 8. Notices. All notices and other communications to be given by either
party may be given in writing addressed to the appropriate party as follows:
Director of Financial Services
City of Bremerton
345 6th Street, Suite 600
Bremerton, Washington 98337
Director of Information Services
Kitsap County
614 Division Street MS-21
Port Orchard, Washington 98366
Section 9. Entire AQreement. This Agreement is the entire agreement of the
parties and supersedes all prior negotiations and agreements whether written or oral. This
Agreement may be amended only by written agreement.
Dated this ,Cf:t)J day of ~ t<1
,2007.
CITY OF BREME~
~~~
CARY BOZEMAN, Mayor
APPROVED AS TO FORM:
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Dated this \ <6 day of J U tJC
BOARD OF COMMISSIONERS
KITSAP COUNTY WASHINGTON
~D.AA CL~
Jan n I, CommisSIon
,-,-., I~
,2007.
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