ACTION ITEMS

Interlocal Agreement with Port of Woodland

The Port of Woodland has agreed to manage the lease of the property at Dike Access for agricultural purposes.  The will do this for direct costs of doing so.  Approval of this interlocal will allow this to occur.  Our Attorney, and the attorney for the port have both reviewed this interlocal.

INTERLOCAL AGREEMENT

BETWEEN

WOODLAND SCHOOL DISTRICT AND

PORT OF WOODLAND,

    The Parties, Woodland School District (“District”) and Port of Woodland (“Port”) enter into this Agreement pursuant to the Interlocal Cooperation Act, Chapter 39.34 RCW. 

Whereas, RCW 39.34.010 allows local governments to enter into agreements in order to “make the most efficient use of their powers [and] cooperate with other localities on a basis of mutual advantage;” and

Whereas, the District owns 40 acres of property (± mol) located at [address], Woodland, Washington (hereinafter “the Property”); and

Whereas, the District plans to devote the Property to the future construction of school facilities, but is not currently using the Property; and

Whereas, pursuant to RCW 28A.335.040, the District wishes to lease the Property for agricultural purposes until such time as the Property is needed for construction or other school purposes; and
   
Whereas, the Port has agreed to manage the lease of the Property for agricultural purposes, in exchange for reimbursements of costs associated with managing the lease.

Now, therefore, the Parties hereby agree to the following terms:

1.    The term of this Agreement shall be one year, commencing on the date of the last signature below and subject to automatic renewals unless either Party communicates in writing to the other Party its intention to terminate the Agreement at the end of the term.  This Agreement is also subject to termination in the event the District elects to terminate a lease to enable recapture of the Property for school district purposes.

2.    In advance of the commencement of any lease, the Port shall draft a lease agreement and submit it to the District for its review.  Said lease shall comply with all provisions of Chapter 28A.335 RCW, including the requirement that the District be allowed to recapture use of the Property when needed for school purposes.  The proposed lease shall also include, at a minimum, acceptable insurance, indemnity and hold harmless provisions protecting the District from liability, and requiring the tenant to pay the leasehold excise tax, if applicable.  The term of each lease shall be no more than one (1) year, and renewable for two additional one-year terms.  The District Board of Directors shall have the power to approve, reject, or modify any proposed lease agreement.  Should the Board of Directors reject a proposed lease, the Port of Woodland shall have the option of terminating this Agreement and its duties hereunder upon ten (10) days written notice to the Superintendent of the District.

3.    Per RCW 28A.335.040(3), the Port, on behalf of the District, shall publish appropriate public notice of the lease, at District expense.  The lease term shall not commence for at least forty-five (45) days after publication.  [Note: this clause only applies to leases over $10,000 in value.]

4.    The Port shall manage the lease on the District’s behalf.  Such management duties shall include, but not be limited to:  screening of potential tenants, drafting and execution of lease agreements, collection of rents, serving notices to pay or vacate in the event of non-payment of rent, unlawful detainer proceedings, and all other incidental duties necessary for successful management of the lease in the best interests of the Port and District. 

5.    The Port shall collect rents on a monthly [or quarterly] basis.  Within five days of collection, the Port shall convey     % of the amount collected to the District, retaining the remaining     % as compensation for its management duties.  Port shall have no liability to District for rents unpaid by Tenants, and District shall bear the expense of, including without limitation attorney fees and costs, of any unlawful detainer proceeding or other legal proceeding arising out of a breach of lease by Tenant.

6.    The District shall file this Agreement with the County Auditor.

7.    This Agreement shall, in all respects, be governed by the laws of the State of Washington.

8.    No amendment, change or modification of this Agreement shall be valid, unless in writing and signed by all of the parties hereto, and if any provision of this Agreement is held to be invalid, such invalidity shall not invalidate the remainder of the terms.

9.    This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and any and all prior agreements, understandings or representations with respect to its subject matter are hereby canceled in their entirety and are of no further force or effect.

10.    Should any disputes arise between the Parties under this Agreement, the Parties shall first attempt to settle such dispute through negotiations, with or without the assistance of a mediator.  Should negotiations fail, the Parties shall submit the dispute to arbitration pursuant to the Superior Court Rules for Mandatory Arbitration.

11.    The Port shall defend, indemnify, and hold the District harmless from all claims for damages of any kind, including attorney fees, arising from the Port’s performance of duties under this Agreement, except for damages arising from the negligence of the District, provided this defense, indemnification and hold harmless shall not extend to disputes between Tenants and the District as property owners arising from concerning leases that have been reviewed and approved by the District.

12.    The District shall defend, indemnify, and hold the Port harmless from all claims for damages of any kind, including attorney fees, arising from a latent or patent defect in the District owned property.

13.    The Port shall maintain all records pertaining to leases of the Property, and the Port’s management of the Property, until such time as the management arrangement described in this Agreement has been terminated, and shall at all reasonable times allow the District to access such records.

14.    For purposes of calculation of all time periods described in this Agreement, all phrases such as “the date of this Agreement” or  “the date of execution of this Agreement” or any other like phrase referring to the date of the Agreement, shall mean and refer to the date of the last signature on this Agreement.

15.    Pursuant to RCW 39.34.030 (4), this lease program shall be administered by the Manager of the Port of Woodland, and any leasehold issues which may arise shall be reviewed by the Manager of the Port of Woodland and the Superintendent of the District.

16.    Pursuant to RCW 39.34.030 (3)(d), any costs of administering this program shall be financed through deduction from rental income received.

WOODLAND SCHOOL DISTRICT                           PORT OF WOODLAND

Michael Z. Green, Superintendent                        Erica Rainford, Executive Director


                                                   
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