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12/11/2012 08 Airport Proposal hYl [ Ott, ' 1t {; LN r BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. For Meeting of: December 11, 2012 WA", ,0741 i.,r, W1: 5 na,.a fit. {, ?.. +:,d^r' ' ,,1 `1,f4:; ITEM TITLE: Airport Proposal SUBMITTED BY: Tony O'Rourke, City Manager CONTACT Tony O'Rourke, City Manager PERSON /TELEPHONE: SUMMARY EXPLANATION: See attached documents. Resolution Ordinance Other (specify) Contract: Mail to: Contract Term: Amount: Expiration Date: Insurance Required? No Funding Source: Phone: APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: BOARD /COMMISSION RECOMMENDATION: ATTACHMENTS: Click to download ❑ Memo from City Manager ❑ City /County Joint Operating Agreement MEMORANDUM To: Honorable Mayor & Members of the Yakima City Council From. Tony O'Rourke, City Manager Date: December 5, 2012 RE: Yakima Airport On June 30, 1982 the City of Yakima and Yakima County executed the attached Joint Air Terminal Operations Agreement (JOA) to jointly own and operate the Yakima Airport. Prior to June 30, 1982, the airport was exclusively owned and operated by the City of Yakima. The purpose of the JOA between the City and County was to participate equally as a joint venture in the operation of the airport. The City and County were to contribute equally to the joint venture and share equally in all profits, losses and liabilities. In consideration of the agreement, the City conveyed and granted Yakima County an undivided one -half interest.in all assets of the Airport. Furthermore, starting on July 1, 1982, all powers, rights and authority held by the City and County relating to the ownership and operation of the airport and related facilities is exercised by a five (5) member Air Terminal Board. The Board was granted all authority to acquire property, make capital improvements, operate, and regulate the airport. Membership of this Board consists of five individuals, two appointed by the City, two appointed by the County and one to be selected by those four appointments subject to City and County approval. Members serve without compensation. In addition, both governing boards of the City and County were to designate one of their members as an ex- officio of the Board. Currently, Assistant Mayor Adkison and Commissioner Elliott are the ex- officio members representing the City and County respectively. According to Lynn Buchanan, the City and County were inspired to create this joint airport venture based on a similar partnership structure established for the Walla Walla Airport. In discussing the possibility of a joint City and County response to the Managed Competition bid for the Yakima Airport, County representatives raised the issue as to whether the City should own and operate the airport separately. The benefits of a single or sole ownership include. ➢ Unity of authority and command ➢ Reduce airport operating costs ➢ Expedited decision - making ➢ Reduced management turnover ➢ Clearer accountability Risk for sole ownerships includes full responsibility for both profits and losses. Over the past three years, the airport has generated year -end operation losses, however, the losses have been absorbed by the Airport's Operating Reserve. Neither the City or County have been liable for any year -end Airport losses. The City has, however, paid $45,117 for legal fees related to a tenant dispute in 2011. The City staff believes that any potential future year -end airport losses could be eliminated by reducing airport administrative costs and overhead. Many existing airport administration functions could be handled by existing City staff in Finance, Human Resources, City Attorney's Office, Public Works, and City Manager's Office. In summary, the City believes the County's offer to convey its half- interest in the Airport, at no cost, back to the City makes a lot of sense. The City could weigh the cost/benefit of private management of the airport through the Managed Competition RFP process, versus operating the airport internally as a City department. Secondly, the City would streamline the current decision - making process consisting of the City, County, and Air Terminal Board. The Air Terminal Board could serve as an advisory board, but ultimate decision - making would, be made by the City. The City is currently a junior partner in decision - making, however, a senior partner in financial liability. Finally, the City could better integrate the airport into its economic development plans and strategies if it had sole authority over the airport. There has been a strained business environment at the airport, which City staff believe could be enhanced with a more direct, business - friendly City partnership. At this time, we would request the City Council give staff direction as to whether to modify the 1982 JOA by accepting Yakima County's offer to convey their half interest in the Airport to the City and to modify the Air Terminal Board's Authority to an advisory status. AMENCMENT TO JOINT AI R TERRA I NAL OPERATIONS ACREBVIENT Pursuant to Section 17; Amendment, of the Joint Air Terminal Operations Agreement executed June 30, 1982, hereinafter called "Agreement ", the City of Yakima hereinafter referred to as "the City" and the County of Yakima, WA, hereinafter referred to as "the County" mutually agree to the following amendment: "3. Yakima Air Terminal Board a) Organization. Members. Membership of the Board shall consist of five individuals, two appointed by the City, two by the County, and one to be selected by those four appointees subject to approval by the City and County. Upon initial appointment, one County and one City appointee shall each serve a two -year term, and one County and one City appointee shall each serve a four -year term. The fifth member chosen by mutual agreement will serve a three -year term. Thereafter, each member on re- appointment or upon appointment of a new member shall hold office for four years or until his /her death, resignation, removal or expiration of term of office, whichever occurs earlier. A person appointed to replace a Board member will serve out the term of the member replaced. Members will serve without compensation, but shall be entitled to reimbursement for necessary and reasonable expenses actually incurred in the performance of their duties as members of the Board. Members, officers, and agents of the Board shall conduct themselves in accordance with Chapter 42.23 of the Revised Code of Washington, Code of Ethics for Municipal Officers. Both governing bodies of the City and County shall annually designate one of their members as an ex- officio member of the Board. The duties of the ex- officio members shall be to meet with and advise. the Board at all regular and special meetings of the Board; provided, however, the ex- officio members shall assist in an advisory capacity only and shall have no vote on the Board. Bonding. The Board shall obtain and maintain in effect during the term of this agreement, fidelity bonding in the amount of five hundred thousand dollars ($500,000.00) for all Board members and all Air Terminal employees. The bond shall be conditioned upon the faithful discharge of duties as required by this agreement and the laws of the State of Washington. Said bond will name the City and the County as co- insureds. The cost for obtaining said bond will be paid by the Air Terminal Board. Resignation and Vacancies. Any member may resign at any time by giving written notice to the entity that originally appointed him /her. The resignation shall take effect at the time specified herein or if no time is specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make said notice effective. OR DRES A2 Vacancy. A vacancy in the Board shall be deemed to exist in the event of the death, resignation or removal of any member. Any vacancy shall be filled by the municipality making the original appointment, or in the case of a vacancy in the position filled by agreement between the parties, it will be filled by an individual recommended by the Board and agreeable to the parties hereto. Removal. Any member may be removed at will by the municipality that appointed him/her, and the fifth member appointed by the Board may be removed at will by agreement between the City and County. Quorum and Manner of Action. At all meetings of the Board, a majority of members in office at the time shall be sufficient to constitute a quorum. Every act or decision done or made by the majority of the Board present at a meeting duly held, at which a quorum is present and acting, shall be regarded as the act of the Board. The employment or discharge of the airport manager shall require the concurring votes of at least three board members at a meeting of the Board held pursuant to lawful notice. b) Officers. The officers of the Board shall be a chairman, a vice- chairman, a secretary and such subordinate officers as the Board may elect. Only members shall be qualified to hold the office of chairman or vice - chairman, but the Board may elect any person, whether or not a member to hold the office of secretary or any subordinate office. Any two or more offices may be held by the same person, except the offices of chairman and secretary. Each officer shall be elected by the Board and shall hold office until his /her successor shall have been elected and qualified, or until death, regisnation or removal of such officer. Members serving as officers shall serve a term of one year. Officers appointed by the Board who are not members shall serve such terms as are fixed by the Board. Any officer may resign at any time by giving written notice to the chairman, secretary or Board. Any such resignation shall take effect at the time specified therein or if the time is not specified upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Chairman. The chairman shall be chief executive officer of the Board and shall preside at all meetings of the Board. The chairman alone, or in the event of the chairman's absence or disability, the vice - chairman, or in the event of the vice - chairman's absence or disability, the temporary chairman, may sign and execute in the name of the "Airport Board" leases, contracts and other instruments duly authorized by the Board, and generally shall perform all duties incident to the office of chairman and such other duties as may from time to time be assigned to such office by the Board. Signature of the chairman will not be sufficient to bind the Board unless said si. nature is first authorized' by and on behalf of said Board at a meeting me d ... :. • �_ - . ith a quorum present, and unless the signature is attested to by signature of the Secretary. ORJRES A3 Vice - Chairman. At the request of the chairman or in the event of the chairman's absense or disability, the vice - chairman shall perform all duties of the chairman, and when so acting shall have all the powers of, and be subject to all restraints upon the chairman. In addition, the vice - chairman shall perform such other duties as may from time to time be assigned to that office by the Board or chai rman. Secretary. The Secretary shall certify and keep at the office of the Board, or at such other place as the Board may order, the original or a copy of the Bylaws, as amended or otherwise altered; keep at the office of the Board, or at such other place as the Board may order, a book of minutes of all meetings of the members, recording therein the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, and the proceedings thereat; see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; be custodian of the records and seal of the Board; exhibit at all reasonable times to any members of the Board, upon application, the Bylaws and minutes of the proceedings of the members of the Board; attest to the official signatures of other officers of the Board, and, in general, perform all duties of the office of Secretary and such other duties as may from time to time be assigned to such office by the Board or the chairman. Treasurer. The Yakima County Treasurer shall serve as Treasurer for the Airport unless the City and County jointly appoint a Treasurer. Prior to appointment, the jointly appointed Treasurer shall have had experience in financial or fiscal matters to the extent required by the City and County. The jointly appointed Treasurer shall possess all the powers, responsibilities, and duties the County Treasurer and Auditor possess for a joint operating agency related to creating and maintaining funds, issuing warrants, and investing surplus funds. The jointly appointed Treasurer shall comply with all state and local laws, rules and regulations regarding the creating and maintaining of funds, issuing warrants, and investing surplus funds. In order to expend any funds, the signatures of both the jointly appointed Treasurer and the Airport Manager are required. In the absence of either the jointly appointed Treasurer or the Airport Manager, a Board member shall sign. The Treasurer shall not be a member of the Board. Subordinate Officers. Subordinate officers shall perform such duties as shall be prescribed from time to time by the Board or the chairman. Removal . Any officer may be removed at will by the vote of the majority of the Board. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause, shall be filled in the manner prescribed in this joint agreement for regular election to such office. c) Meetings. In general. OFDRES A4 The chairman or in his /her absence, the vice - chairman, or, in the absence of the vice- chairman, a temporary chairman chosen by a majority of the members present shall preside. The Board shall by rule provide for regular meetings to be held one day each month for not less than ten calendar months of each year. Meetings of the Board will be held in accordance with the Open Public Meetings Act, as set forth in RCW 42.30. Place. Meetings shall be held at such place in the County of Yakima as may be designated in the notice of meeting or by resolution of the Board. Notice. Notice of meetings will be given in accordance with the Open Public Meetings Act, as set forth in RCW 42.30. The Board shall provide for the holding of regular meetings and will fix the time and place of holding such meetings. Organizational. The first Board of Directors shall hold an organizational meeting within ten (10) days of the appointment of the fifth member of said Board. At such meeting, the directors shall organize by electing from their number a chairman and a vice - chairman. In addition, the Board of Directors shall elect a secretary and may elect such subordinate officers as they may determine, none of whom need be a member of the Board. d) By -Laws and Procedural Rules. The Board shall adopt procedural rules for conducting Board meetings and performing the functions of the Board, and may adopt by -laws. Procedural rules and by -laws so adopted shall be subject to review and approval by the City and County. e) Records. The Board shall cause a written record of its proceedings to be kept which shall be available for public inspection in the office of the Board. The Board shall record in the record the "aye" and "nay" vote on all matters coming before the Board at any regular or special meeting. All maps, plans, documents, records and accounts kept at the Board's office shall be subject to public inspection at all reasonable times. f) Offices. The Board shall have a suitable office at the airport where its maps, plans, documents, records and accounts shall be kept. Said office shall be open to the public during regular working hours on normal working days, with the exception of legal holidays." Except as provided in the foregoing section amendment, the remainder of the Agreement shall remain unaltered and in full force and effect. OFDRES A5 Executed by the parties hereto this q14,.._ day of y ,L, , 1987. CITY OF YAKIMA ATTEST: by ity Manager Clerk ;tr Ge4� City Clerk COUNTY OF YAKI 4A ATTEST: by C • a rrma n I . . � /r• —' LAN d Jerk o the Board - 7847 164.91A:cy„.... Commission City Contract 487 -3 Res. D -5387 Commissioner ad d.b , ,i� Lt-r-, ff i- OFDRES A6 ;USINESS OF THE CITY COUNC YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 3 For Meeting Of 6/29/82 ITEM TITLE: Consideration of Proposed Joint City- County Air Terminal Operations Agreement SUBMITTED BY: L. J. Wittenberg, Assistant City Manager 1% CONTACT PERSON /TELEPHONE: L. J. Wittenberg, 575 -6123 or Gary Robbins, 575 -6149 SUMMARY EXPLANATION: The attached Joint Air Terminal Operations Agreement is the culmination of many hours of discussions and staff work on the part of both City and County representatives. The City's delegation has been headed by Councilman Lynn Buchanan and included the City Manager, Assistant City Manager, City Attorney and Airport Manager. The County team consisted of Commissioner Chuck Klarich and County Prosecuting Attorney Mike Lynch. At the meeting of May 11, 1982, Council was provided with a preliminary draft of the proposed joint agreement. Following is a summary of significant changes /additions which have been made since that time. Section 1. Language has been added regarding disposition of Fire Station #4. This was a difficult issue and we believe a equitable compromise has been achieved. Section 3. Provision has been made for bonding of Air Terminal employees. The City and County are both to be named as co- insureds. Section 5. A new section addressing personnel has been inserted. This provides for a continuity of employment and refers to a "Statement of Wages, Hours and Working Conditions" set forth as Exhibit C. These provisions have met with objection from AFSCME Local 1122 and may be the subject of litigation. Section 8. A new section addressing operation of the Airport Fire Station has been inserted. This followed on to the provisions of Section 1. Section 9. Formerly Section 7, language has been included regarding a reserve for resolution of a Leasehold Tax dispute with the State Department of Revenue. ******************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** * EXHIBITS * * X Resolution Ordinance X Contract Minutes Plan /Map * * Notification List: Yes No X Other (Specify) Lease Summary * * * * APPROVED FOR SUBMITTAL: * 'CITY MANAGER ******************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** STAFF RECOMMENDATION: Accept report and adopt Resolution. BOARD /COMMISSION RECOMMENDATION: COUNCIL ACTION: CL 3 ...�: t � i s L rwv�c 7 -3L STn('TT 2F.1 Section 11. Formerly Section 9, language has been included releasing the County from pre— existing liabilities of the Airport. As an exception, the Board has been made responsible for assumption of liability for accumulated sick leave and vacation for City employees who remain at the Airport. Section 12. This is a new section and deals with assignment of lease agreements from the City to the Board. In addition, included are Exhibit A which is a legal description of the Airport and schedule of real property, Exhibit B which is an inventory of furnishings and equipment, and Exhibit C previously mentioned. Finally, forwarded for your information is a listing of leases held by the Airport. A vast amount of work was required to update these arrangements over the past two years. As a result, the Board can expect to receive significantly more revenue than had been the case previously. Former weaknesses have been corrected and provisions for escalation and /or renegotiation of fees have been incorporated. STfCT T FF4 JOINT AIR TERMINAL OPERATIONS AGREEMENT THIS AGREEMENT is entered into this ...V-- day of 1982, by and between the City of Yakima, Washington, hereinafter referred to as "the CITY" and the County of Yakima, Washington, hereinafter referred to as "the COUNTY". WITNESSETH: WHEREAS, the City currently owns and operates the Yakima Air Terminal, legally described in Exhibit "A" attached hereto and incorporated by reference as though fully set forth herein; and WHEREAS, the County and the City deem it to be in the best interests of both parties and in the best interests of the citizens of their respective municipalities that the Yakima Air Terminal be owned and operated jointly by the parties through a duly constituted Board as authorized by RCW Chapter 14.08; NOW, THEREFORE, in consideration of the mutual benefit to accrue to the parties and the citizens of their respective municipalities, the parties agree as follows: 1. Commencing on the 1st day of July, 1982, the real and personal property now owned by the City and constituting the Yakima Air Terminal, its real property, appurtenances thereto and personal property shall be owned by the City and the County as tenants in common with an undivided one -half interest vested in each party and shall be known henceforth as the "Yakima Air Terminal" (hereinafter "Air Terminal "). Said Air Terminal shall be operated jointly by the City and the County in accordance with the provi- sions of RCW Chapter 14.08 and the provisions of this agreement by and through the Air Terminal Board (hereinafter "Board ") as further provided herein. Pursuant to this agreement, the City shall make appropriate con- veyance and transfer to the County of an undivided one -half interest in fee simple in and to the real property, and all improvements and appurtenances thereto, constituting the Air Terminal under the authority of RCW 14 08.310 and RCW 39.33.010. -1- The City shall retain ownership of the fire station house until such time as the City determines that the station is no longer required by the City for general fire protection purposes, at which time an undivided one -half interest therein will be conveyed to and accepted by the County as a tenant in common with the City, and the fire station shall be operated thereafter by the Board. During the City's interim ownership, the City shall receive free use of the underlying real property and will pay no rental therefor. The City shall give notice to the County and the Board at least six (6) months in advance of the transfer of the fire station to the County and the resumption of its operation by the Board. In consideration of this mutual agreement, the City does hereby convey and grant to Yakima ,County an undivided one -half interest in all assets and all personal property, known or unknown, located on or used in connection with the operation of the Air Terminal (described in part in Exhibit "B" attached hereto and incorporated by reference as though fully set forth herein), and to include contract rights, leases, choses in action, and FAA funds. 2. Commencing on the 1st day of July, 1982, all powers, rights and authority held by the parties relating to the ownership and operation of airports and related facilities shall be exercised by the Board. Such Board shall exercise, on behalf of the parties hereto, all the powers of each of the parties granted by RCW 14.08, including but not limited to acquiring property for, establishing, constructing, enlarging, improving, maintaining, equipping, operating and regulating the airport and other air navigation facilities and airport protection privileges to be jointly acquired, controlled and operated, together with all powers incidental thereto or necessary for performance thereof and not inconsistent with RCW 14 08 and this agreement as presently constituted or subsequently modified. 3. Yakima Air Terminal Board. a) Organization Members -2- Membership of the Board shall consist of five individuals, two appointed by the City, two by the County, and one to be selected by those four appointees subject to approval by the City and County. Upon initial appointment, one County and one City appointee shall each serve a two -year term, and one County and one City appointee shall each serve a four -year term. The fifth member chosen by mutual agreement will serve a three -year term. Thereafter, each member on re- appointment or upon appointment of a new member shall hold office for four years or until his /her death, resigna- tion, removal or expiration of term of office, whichever occurs earlier. A person appointed to replace a Board member will serve out the term of the member replaced. Members will serve without compensation, but shall be entitled to reimbursement for necessary and reasonable expenses actually incurred in the performance of their duties as members of the Board. Members, officers, and agents of the Board shall conduct them- selves in accordance with Chapter 42.23 of the Revised Code of Washington, Code of Ethics for Municipal Officers. Both governing bodies of the City and County shall annually desig- nate one of their members as an ex- officio member of the Board. The duties of the ex- officio members shall be to meet with and advise the Board at all regular and special meetings of the Board; provided, however, the ex- officio members shall assist in an advisory capacity only and shall have no vote on the Board. Bonding Within thirty (30) days of execution of this agreement, the Board shall obtain and maintain in effect during the term of this agreement, fidelity bonding for the Air Terminal manager in the amount of One Hundred Thousand Dollars ($100,000.00), and a blanket fidelity bond policy for the Board members and all other Air Terminal employees in the amount of Ten Thousand Dollars ($10,000.00) per occurrence, said bonds to be conditioned upon the faithful discharge of duties as required by this agreement and the laws of the State of Washington. Said bonds will name the City and the -3- County as co- insureds. The cost for obtaining said bonds will be paid by the Air Terminal Board. Resignation and Vacancies. Any member may resign at any time by giving written notice to the entity that originally appointed him /her. The resignation shall take effect at the time specified therein or if no time is specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make said notice effective. Vacancy. A vacancy in the Board shall be deemed to exist in the event of the death, resignation or removal of any member. Any vacancy shall be filled by the municipality making the original appointment, or in the case of a vacancy in the position filled by agreement between the parties, it will be filed by an individual recommended by the Board and agreeable to the parties hereto. Removal. Any member may be removed at will by the municipality that appointed him /her, and the fifth member appointed by the Board may be removed at will by agreement between the City and County. Quorum and Manner of Action. At all meetings of the Board, a majority of members in office at the time shall be sufficient to constitute a quorum Every act or decision done or made by the majority of the Board present at a meeting duly held, at which a quorum is present and acting, shall be regarded as the act of the Board. The employment or discharge of the airport manager shall require the concurring votes of at least three board members at a meeting of the Board held pursuant to lawful notice. b) Officers. The officers of the Board shall be a chairman, a vice - chairman, a secretary and such subordinate officers as the Board may elect. Only members shall be qualified to hold the office of chairman or vice- / chairman, but the Board may elect any person, whether or not a -4- member to hold the office of secretary or any subordinate office. Any two or more offices may be held by the same person, except the offices of chairman and secretary. Each officer shall be elected by the Board and shall hold office until his /her successor shall have been elected and qualified, or until death, resignation or removal of such officer. Members serving as officers shall serve a term of one year. Officers appointed by the Board who are not members shall serve such terms as are fixed by the Board. Any officer may resign at any time by giving written notice to the chairman, secretary or Board. Any such resignation shall take effect at the time specified therein or if the time is not specified upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Chairman. The chairman shall be chief executive officer of the Board and shall preside at all meetings of the Board. The chairman alone, or in the event of the chairman's absence or disability, the vice - chairman, or in the event of the vice - chairman's absence or disability, the temporary chairman, may sign and execute in the name of the "Airport Board" leases, contracts and other instruments duly authorized by the Board, and generally shall perform all duties incident to the office of chairman and such other duties as may from time to time be assigned to such office by the Board. Signature of the chairman will not be sufficient to bind the Board unless said signature is first authorized by and on behalf of said Board at a meeting held pursuant to lawful notice with a quorum present, and unless the signature is attested to by signature of the Secretary. Vice-Chairman. At the request of the chairman or in the event of the chair- man's absence or disability, the vice- chairman shall perform all duties of the chairman and, when so acting shall have all the powers of, and be subject to all restraints upon the chairman. In addition, the -5- vice - chairman shall perform such other duties as may from time to time be assigned to that office by the Board or chairman. Secretary. The Secretary shall certify and keep at the office of the Board, or at such other place as the Board may order, the original or a copy of the Bylaws, as amended or otherwise altered; keep at the office of the Board, or at such other place as the Board may order, a book of minutes of all meetings of the members, recording therein the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, and the proceedings thereat; see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; be custodian of the records and seal of the Board; exhibit at all reasonable times to any member, upon application, the Bylaws and minutes of' the proceedings of the members of the Board; attest to the official signatures of other officers of the Board, and, in general, perform all duties of the office of Secretary and such other duties as may from time to time be assigned to such office by the Board or the chairman. Subordinate Officers. Subordinate officers shall perform such duties as shall be prescribed from time to time by the Board or the chairman. Removal. Any officer may be removed at will by the vote of the majority of the Board. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause, shall be filled in the manner prescribed in this joint agreement for regular election to such office. c) Meetings. In general. The chairman or in his /her absence, the vice - chairman, or, in the absence of the vice- chairman, a temporary chairman chosen by a majority -6- of the members present shall preside. The Board shall by rule provide for regular meetings to be held one clay each month for not less than ten- calendar months of each year Meetings of the Board will be held in accordance with the Open Public Meetings Act, as set forth in RCW 42.30. Place. Meetings shall be held at such place in the County of Yakima as may be designated in the notice of meeting or by resolution of the Board. Notice. Notice of meetings will be given in accordance with the Open Public Meetings Act, as set forth in RCW 42.30 The Board shall provide for the holding of regular meetings and will fix the time and place of holding such meetings Organizational. The first Board of Directors shall hold an organizational meeting within ten (10) days of the appointment of the fifth member of said Board. At such meeting, the directors shall organize by electing from their number a chairman and a vice - chairman In addition, the Board of Directors shall elect a secretary and may elect such subordinate officers as they may determine, none of whom need be a member of the Board. d) By -Laws and Procedural Rules. The Board shall adopt procedural rules for conducting Board meetings and performing the functions of the Board, and may adopt by -laws. Procedural rules and by -laws so adopted shall be subject to review and ap- proval by the City and County. e) Records The Board shall cause a written record of its proceedings to be kept which shall be available for public inspection in the office of the Board The Board shall record in the record the "aye" and "nay" vote on all matters coming before the Board at any regular or special meeting All maps, plans, documents, records and accounts kept at the Board's office shall be subject to public inspection at all reasonable times. -7.- (f) Offices. The Board shall have a suitable office at the airport where its maps, plans, documents, records and accounts shall be kept. Said office shall be open to the public during regular working hours on normal working days, with the exception of legal holidays. 4. Manager. The Airport Board shall have the power to employ and discharge an Airport Manager and to prescribe the duties and from time to time fix the compensation of the Manager. The Manager shall be responsible for receiving and having charge of all funds of the Board and shall disburse such funds only as directed by the Board. 5. Personnel. Existing City employees working at the Air Terminal may remain as City employees in a position other than at the "Air Terminal by implementing City Civil Service procedures relating to reductions in force, or those em- ployees may terminate City employment and remain as employees of the Board at the Air Terminal. The Board shall hire all existing City Air Terminal employees who choose to remain as Air Terminal employees. Employees who remain as employees of the Board at the Air Terminal shall be subject to the applicable provisions, terms and conditions of the Collective Bargaining Agree- ment between City of Yakima, Washington, and Washington State Council of County and City Employees, AFSCME, Local 1122, AFL -CIO, attached hereto as Exhibit "C" and incorporated by reference as though fully set forth herein. Exhibit "C" shall govern the initial terms and conditions of employment and will be honored by the Board through December 31, 1983, unless amended as provided therein. Subject to the above provisions, the Board shall have the power to employ, discharge, prescribe the duties and fix the compensation of employees from time to time, all as may be deemed desirable by the Board. 6. Budget. A budget of anticipated revenue from the Air Terminal operation and proposed expenditures to be made by the Board shall be prepared an- -8- nually by the Board and submitted to the governing bodies of both the County and the City no later than November 1st of each year; and an annual budget for the ensuing year shall be determined and approved by the parties no later than December 1 of each year, which budget may be amended or supple- mented by a joint resolution of the parties during the calendar year for which the original budget was approved 7 Property Acquisition and Sale. Real property, airports, restricted landing areas, air protection privileges, or personal property costing in excess of FIFTY THOUSAND DOLLARS ($50,000,00) may be acquired, and condemnation proceedings may be instituted, only upon approval by the governing bodies of both the County and the City Upon the approval of the County and City, or if no approval be necessary, then upon the Board's own determination, such property may be acquired by private negotiation under such terms and conditions as to the Board may seem just and proper. No real property and no airport, or other navigation facility, or air protection privilege, owned jointly, shall be disposed of by the Board by sale except by authority of the City and County, but the Board may lease space, land area or improvements and grant concessions for aeronautical purposes, or other purposes which will not interfere with the aeronautical purposes of such airport, air navigation facility or air protection privilege by private negotiation under such terms and conditions as to the Board may seem just and proper, subject to the provisions of RCW 14 08.120 The Board may sell any personal property, not exceeding Ten Thousand Dollars ($10,000.00) in value by private negotiations under such terms and conditions as to the Board may seem just and proper Personal property valued in excess of Ten Thousand Dollars ($10,000.00) shall be disposed of by public auction in the manner prescribed by RCW 39.33.020. Condemnation proceedings shall be instituted in the names of the City and County jointly, and the property acquired shall be held by the City and County as tenants in common. -9- 8. Fire Station. So long as the fire station remains in City ownership, it will be operated and maintained by the City with City personnel in compliance with Federal Aviation Administration requirements. The City will perform neces- sary routine maintenance on the crash truck and crash fire rescue truck operated from that station, the reasonable cost of such necessary routine maintenance, as well as all other necessary maintenance, repair and general upkeep of the two trucks, as well as the cost of expendable materials used in connection therewith (such as, but not limited to, fuel and fire retardant) shall be an Air Terminal operating expense for which the Board shall be responsible through the budget process. Anything beyond necessary routine maintenance, repair and general upkeep will not be performed by the City without prior approval being given by the Board. 9. Joint Fund. A joint fund is hereby created for the purpose of providing funds necessary in carrying out the provisions of this joint agreement. The City shall deposit in the joint fund, no later than July 1, 1982, all budgeted monies in all City funds for 1982 related to Air Terminal maintenance, operation and capital improvements; provided, the City will withhold the amount of Seven Thousand Five Hundred Dollars ($7,500.00) to satisfy a contingent leasehold tax liability claimed by the State of Washington as arising from the City's operation of the Air Terminal, and to pay legal fees incurred by the City in the hiring of outside counsel to represent the City in defense against said claim. On the settlement of said contingent liability and payment of outside legal fees incurred any remaining amount of the $7,500.00 so withheld, together with interest commencing July 1, 1982, at the rate of 12% per annum on the entire $7,500.00, shall be deposited by the City in the joint fund. The County shall deposit in the joint fund Eighteen Thousand Five Hundred Dollars ($18,500.00) no later than the 1st day of July, 1982. Also to be paid into such fund shall be the revenues obtained from the ownership, control and operation of the airport and other air navigation facilities jointly con - -10- trolled, and all other monies and funds from whichsoever source coming into the possession of the Board, to be expended as provided in this joint agree- ment and RCW 14.08. Revenues in excess of cost of maintenance and operat- ing expenses of the joint properties covered by this agreement will be allowed to accumulate for future anticipated expenditures. The joint fund will be administered by the City through 1982, in accordance with the instructions of the Board, and thereafter will be admini- stered by the Board. All disbursements from said joint fund shall be made by order of the Board in accordance with the lawful purposes of said Board as set forth in RCW 14.08 and this joint agreement. 10. Revenues. Revenues obtained from the ownership, control and operation of the Yakima Air Terminal or other air navigation facility shall be used, first, to finance the maintenance and operating expenses thereof, and, second, to make payments of interest on and current principal requirements of any outstanding bonds or certificates issued for the acquisition or improvement thereof, and to make payment of interest on any mortgage heretofore made. Revenues in excess of the foregoing requirements may be applied to finance the extension or improvement of the airport or other air navigation facilities, and to construct, maintain, lease and otherwise finance the buildings and facilities for industrial or commercial use: PROVIDED, that such portion of the airport property to be devoted to said industrial or commercial use be first found by the Board to be not required for airport purposes. Neither the City nor the County may issue revenue bonds to fund airport operations or acquisitions without prior approval of the other party hereto. The Board may from time to time recommend to the City and County the issuance of bonds for airport purposes. 11. Joint Venture. The City and County shall participate equally as a joint venture in the operation of the Air Terminal; the City and County shall contribute equally to the joint venture and shall share equally all profits and losses and -11- shall own jointly, in equal shares, any and all properties or facilities acquired or owned under the terms of this Agreement. The above notwithstanding, all obligations and liabilities pre - existing the date of execution of this agreement, or arising after date of execution from acts or conduct of the City, its officers, agents, or employees pre - dating date of execution, shall be the sole responsibility and liability of the City, and neither the County nor the Air Terminal Board shall be responsible therefore other than by specific written agreement. The City agrees to indemnify Yakima County and the Air Terminal from any and all said pre - existing debts, liabilities, choses in action, or claims of any nature, absolute or contingent, together with all expenses and legal fees incurred to compromise or defend such liabilities, choses in action, or claims of any nature, absolute or contingent, including, but not limited to, any and all liabilities arising from state or federal audit, or from failure, prior to date of execution of this agreement, to collect any state, federal or municipal excise tax or assessment of any nature. Notwithstanding any provision contained herein to the contrary, annual leave and sick leave accrued by city employees employed at the Air Terminal as of the date of this agreement shall be a jointly shared liability` of both the City and the County to be paid by the Board from the joint fund created by this agreement. The City and County further agree that a 1974 Airport Councilmatic General Obligation bond issue with a current principal balance of Two Hundred Twenty Five Thousand Dollars (funded from the Airport Capital Fund) shall be a liability of the joint fund. 12. Assignment. All lease agreements between the City as lessor and tenants of the Air Terminal are hereby assigned to the Air Terminal Board effective July 1, 1982. 13. County and City Use. The City and County will be granted no special privilege or exemp- tion by the Board not granted to third parties in the use of airport facilities and operations. -12- 14. Reports. A full and complete report of the activities, income and disburse- ments of the Air Terminal Board will be made on a quarterly basis to each of the ex- officio members of the Board. In February of each year, the Board shall provide the City and County with a complete financial statement of operations for the previous twelve month calendar year. This report will include the income and disbursements, the amounts contributed by the City and County, if any, and will reflect the profit and loss, if any. In addition to the above, the Air Terminal Board shall furnish such other information as the City and /or County may from time to time require. 15. Termination of Agreement. Upon termination of this agreement, the liabilities of the joint ven- ture shall first be paid, and thereafter, any remaining funds, property (real or personal), or other assets of any nature shall be held by the City and County equally as tenants in common. 16. Term of Agreement. This agreement shall remain in full force and effect on a perpetual basis and shall continue indefinitely until terminated by mutual agreement between the City and County. 17. Amendment. This agreement may be amended, modified or revoked by the joint action of the governing bodies of the City and County. Executed by the parties hereto this day of )c- " .'. - 1982. 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Ww: °Y'. a 4ti:: w fit � .'. ... .. ', ; .04* , - 4 original part of the airport and paying the Airport Board $50,000 a year for rental and l /�-- access to the airport. The airport also spent $20,000 or so to build a fence in front of the FBO property. That abandoned an even longer fence paid for by the airport. That also got rid of the six or seven jobs they provided year around Why are the airport board members appointed based on "they helped me get elected" rather than qualifications? Why, when you ask a retired employee about what happened at the airport, would they . say that they had to sign a non - disclosure agreement to get their retirement money? Is it true that with the going rate for rental of airport property at 14 cents a square foot, a board member and a few others could lease prime property at ONE cent a foot to hold it for speculation? Then when someone wants to lease property at the airport theyd to sublease from those individuals rather than from the airport? Is it true that the museum, which brings visitors to Yakima, pays more rent per square foot than other leaseholders? Why does Walla Walla, 30,000 population, have more hangers for rent than Yakima, population 85,000? Why does Walla Walla, Population 30,000, have some 95 leaseholders on the airport whereas Yakima, Population 85,000, has only 50 or so? Why has the Board chased away 3 prospective contractors who wanted to build rental hangers? Why am I renting a new hangar in Ellensburg for half what I would have to pay in Yakima? Why does Walla Walla, Population 30,000, have a restaurant at the airport, whereas Yakima, Population 85,000, has none? Why does Yakima have paid parking for the airport, Walla Walla has free parking? Yakima Airport had one employee in the office, an accountant. Why, under the Boards administration, and less business, did it go up to five or more employees in the office? Yakima had an Airport Supervisor who worked in the office part time, why do they now they have both an Airport Manager and an Assistant Manager. PICTURES: