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HomeMy WebLinkAbout2013-0429 Documents Submitted at Mtg SLkI, m',~-}e°~ Ll•~°1.13 S-1Ffp Apr 29 Study Session - Overview Robert's Rules will apply; interrupt with questions for understanding; wait for question periods; end by 6:30-45PM Introduction - Purpose of the meeting To create a common understanding on the Council of the MAA/City agreement and how it works with respect to projects such as the one now going on Overview/Walk-through of the original agreement and then its amendment (Dave L) Questions? = Please explain 4(e) = What does "Phase 1" mean to the FS? How the agreement comes into play with the current MAA project - What does the project consist of? (Donna) Questions? = In projects 2 & 3 how is the soil secured on Sonnet? And are soil tests being performed? = What are the credentials/qualifications of the different types of workers on the projects? - What role does the Forest Service play? (Donna) Questions? = When does the FS require a performance bond from MAA? - What rights/powers does the City have under the agreement... and via its relationship with the Forest Service? (Dave L, Donna) Questions? - How is the City currently participating (Mike F., Dave K) Questions? = Does Jackson County require planning approvals and, if so, what kinds? = Are public hearing(s) required at the County PC level? Wrap up - Overall questions/reflections - Directions to staff, if any s brr.,++ ti i3 KEY TERMS IN 10/25/2011 CITY-MAA AGREEMENT 1) City surrenders Special Use Permit to Forest Service. 2) Lease terminates and City cohveys_ "Permit Property" and equipment to MAA. 3) City gets to appoint non-voting liaison to MAA board. 4) MAA will undertake "the portion of the expansion identified as Phase I" only after MAA "has received" full funding for Phase I improvements from a combination of three sources. a) Phase .1 can "generally be described" as a list of specified projects, but "[t]he final details of the projects included in Phase I will be defined by Permits issued by the USDA Forest Service." b) The combination of sources from which MAA is to have received full funding before proceeding with Phase I are "cash contributions, binding financial commitments, and performance bonding." i) "Combination" means all three sources taken together need to add up to the full amount needed for Phase I. Conceivably one or two of such source could provide none of the funding for Phase I as long as the full amount required is provided by the remaining source(s). 5) MAA assurances a) Compliance with DEQ's TMDL for Reeder Reservoir b) Maintenance of indexed "Restoration Amount" c) Advance notice to City of plans for construction, earth movement or logging d) City opportunity for technical review of plans for construction, earth movement or logging e) City opportunity for on-site monitoring and inspection during construction, earth movement or logging a' S r--~ al LI /a y ~i3 AGREEMENT WHEREAS, the City of Ashland, as lessor ("the City"), and the Mt. Ashland Association, as lessee ("the MAA"), on or about July 9, 1992, entered into the Mt. Ashland Ski Area Lease ("the Lease") a copy of which is attached hereto and marked as Exhibit "1 WHEREAS, the City desires to surrender to the United States Department of Agriculture Forest Service Special Use Permit ("the Permit") as described in the Lease if a comparable permit is issued to MAA, and the MAA desires to have the Permit or a comparable permit issued to it; WHEREAS, the City is the owner of certain improvements in and on that certain real property located on Mt. Ashland in Jackson County, Oregon, which is described in and is subject to the Permit ("the Permit Property"); WHEREAS, the City is the owner of certain personal property, fixtures, furnishings, inventory and items of equipment used in connection with the operation of the Mt. Ashland Ski Area and/or located on the Permit Property including but not limited those items described in the Lease and identified in Exhibit "B" to the Lease (the "Equipment"); and WHEREAS, the City has.determined that it would improve MAA's ability to provide winter recreation to the Rogue Valley, which is beneficial to the economy of the region if MAA became the holder of the Permit and the owner of the property; and WHEREAS, the City has further determined that it would reduce the potential legal and financial liability of the City to convey the Permit and property to MAA; and WHEREAS, the City has determined that conveying the Permit Property and Equipment to the MAA would further the public interest and the MAA desires to receive the Permit Property and the Equipment to use in the operation of the Mt. Ashland Ski Area; ' Based on the foregoing and the mutual promises and covenants contained herein, the City and the MAA shall as soon thereafter as practicable accomplish the following: I . The City will surrender the Permit to the Forest Service, and the MAA will apply for issuance of the Permit. The City agrees to assist reasonably the MAA in the process of issuing the Permit or a comparable permit to the MAA. 2. The City shall convey whatever interest it has, or by rights should have, in and to the Permit Property and the Equipment to the MAA by execution of a bill of sale for personal property and a statutory quitclaim deed for real property. 3. Upon issuance of the Permit or a comparable permit to the MAA, the provisions of the Lease shall have no further force or effect whatsoever, except that MAA will remain responsible for any amounts the City is required to pay pursuant to the Permit as a result of the City's surrender of the Permit. Page 1 of 4 4. The parties further agree that: a) The City shall have the right annually to appoint one person to serve as a non- voting liaison to the Board of Directors of the MAA. The City's liaison will be provided with all information provided to directors, except that the City's liaison will not participate in personnel or legal matters. b) MAA will provide the City with copies of all architectural, engineering, construction and logging plans, including without limitation any related environmental impact studies, relating to any improvements contemplated by MAA within the Permit Property, now or in the future. MAA will deliver such plans to the City no less than thirty (30) days prior to the commencement of any construction, earth movement or logging. Within 30 days of receiving the plans from the MAA, the City may but is not required to conduct a technical review of MAA's plans with respect to its impact on water quality, including without limitation erosion, sedimentation, stormwater, revegetation, watershed restoration, wetlands, and spill control. MAA agrees to confer with the City in good faith on any \ matters raised in a technical review relating to water quality. The City of Ashland may appoint a representative to provide daily on-site monitoring and inspection during any earth movement, logging or construction, and MAA agrees to provide access to the City's representative. MAA and the City will confer with the USDA Forest Service and any affected regulatory agencies if issues are identified during construction as ones that will affect water quality, erosion, sedimentation, and spill control. C) MAA agrees to comply with any obligations imposed with respect to sedimentation in Reeder Reservoir in the July 2007 Total Daily Maximum Load (TMDL) document prepared by the Oregon Department of Environmental Quality to meet the requirements of Section 303(d) of the 1972 Federal Clean Water Act. d) The Permit or a comparable permit will require MAA to maintain a "Restoration Amount," which shall mean and refer to the maintenance of available funds or assets by the MAA to cover area restoration in the unlikely event of the ski area closure. MAA agrees to increase the amount it maintains as the Restoration Amount on July 15 of every year by a percentage equal to the percentage increase of the US Department of Labor: Consumer Price Index, All Urban Consumers (CPI-U), U.S. City Average, CPI - All Items ("standard reference base period" 1982-84 = 100) in the previous twelve (12) calendar months. MAA further agrees that it shall at all times maintain the Restoration Amount (as increased pursuant to this paragraph) in unencumbered funds or assets, i.e., readily transferable assets subject to no lien. MAA shall ensure that any security interest in its assets that it has granted or may in the future grant excludes the funds maintained for the Restoration Amount.. e) The MAA agrees that it will not proceed with any logging, earth movement, or construction activities related to the portion of the expansion identified as Phase I until MAA has received a combination of cash contributions, binding financial commitments, and performance bonding necessary to cover the entire cost of the Phase I improvements. The final details of the projects included in Phase 1 will be defined by permits issued by the USDA Forest Service, but Phase I can generally be described as the Ski Run Settlement Sale, a chairlift with new lower intermediate and novice runs, a warming a ditional parking spaces, the widening of several existing runs, and 23 watershed restoration protects. VlT - 1412 ni-a~-It . Page 2 of 4 f) The MAA agrees not to amend its articles of incorporation, without the express written consent of the City, in any way that would impair its current provision that, in the event the MAA dissolves, all of its assets which remain after MAA's creditor claims and other obligations are satisfied shall be distributed to the City. g) The MAA agrees that in the event it dissolves, that none of its assets shall be distributed to a director, officer or other private person or private entity. h) MAA agrees that it will not, without the express written consent of the City, which consent shall not be unreasonably withheld: (1) transfer or convey to another person or entity the Permit or the comparable permit issued to MAA as contemplated in this Agreement; or (2) enter into an agreement with any other person or entity whereby the rights and obligations under the Permit or the comparable permit issued to MAA as contemplated in this Agreement would be assumed by any other person or entity. i) MAA will reimburse the City for the City's reasonable attorney fees and any other out-of-pocket expenses up to $7,500 incurred in connection with the negotiation and performance of this Agreement through the date the Forest Service issues the Permit or a comparable permit to MAA as contemplated in this Agreement or declines to issue such a permit. The City will provide MAA with a complete accounting of its attorney fees and out-of-pocket expenses within thirty (30) days after the Forest Service issues the Permit or a comparable permit to MAA as contemplated in this Agreement or declines to issue such a permit. MAA will pay the amount owed under this paragraph within ten (10) business days after the City delivers its accounting of those fees and expenses. 5. This Agreement is conditioned on the Forest Service issuing to MAA the Permit or a comparable permit and, with the exception of Paragraphs 3 and 4(i), shall be of no force or effect if that condition is not met on or before December 31, 2012. 6. Miscellaneous: a) There are no oral agreements or representations between the parties hereto which affect this Agreement, and this Agreement supersedes and cancels any and all previous negotiations, arrangements, warranties, representations and understandings, if any, between the parties. b) The paragraph headings set forth in this Agreement are set forth for convenience purposes only, and do not in any way define, limit or construe the contents of this Agreement. C) If any provision of this Agreement shall be determined to be void by any court of competent jurisdiction, then that determination shall not affect any other provisions of this Agreement, and all such other provisions shall remain in full force and effect. d) It is the intention of the parties that if any provision of this Agreement is capable of two constructions, only one of which would render the provision valid, then the provision shall have the meaning which renders it valid. Page 3 of 4 e) if suit or action is instituted in connection with any controversy arising out of this Agreement, the prevailing party in that suit or. action or any appeal there from shall be entitled to recover, in addition to any other relief, the sum which the court mayjudge to be reasonable attorney fees. f) Any notice required or permitted under this Agreement shall be deemed to have been given and delivered when personally delivered or when deposited in the United States mail, as certified mail, postage prepaid, and addressed to the last-known address of the party being provided with the notice. g) The MAA may not assign its interest in this Agreement to any third party without the express written consent of the City. This agreement shall inure to the benefit of and shall be binding upon the City and any permitted successors and assigns of MAA. h) This Agreement is being executed in two counterparts, each of which shall be an original, and both of which shall constitute a single instrument, when signed by both of the parties. i) Waiver by either party of strict performance of any of the provisions of this Agreement shall not be a waiver of, and shall not prejudice the party's right to subsequently require strict performance of, the same provision or any other provision. j) The consent or approval of either party to any act by the other party of a nature requiring consent or approval shall not be deemed to waive or render unnecessary the consent to or approval of any subsequent similar act. k) This Agreement shall be governed and performed in accordance with the laws of the state of Oregon. 1) In the event of a dispute pertaining to this Agreement, the parties agree to attempt to negotiate in good faith an acceptable resolution prior to commencing litigation. If a resolution cannot be negotiated, then the parties agree to submit the dispute to voluntary non-binding mediation before commencing litigation. Each of the parties hereby irrevocably submits to the jurisdiction of the courts of Jackson County, Oregon, and agrees that any legal proceedings with respect to this Agreement shall be filed and hee4 in the appropriate court in Jackson County, Oeon.~ Date: 0 Date: Oct ut C~J ~ , 00/I MT. ASHLAND ASSOCIATION - LESSEE CITY OF ASHLAND, OREGON - LESSOR By: F V I ~lnJti itle: ~7L Title: Page 4 of 4 Ll-ar,- 13 S~ ~ Ff ADDENDUM TO AGREEMENT BETWEEN MT. ASHLAND ASSOCIATION AND CITY OF ASHLAND Date: April 2013 Parties: Mt. Ashland Association ("MAA;') and City of Ashland ("City") Recitals A. MAA and City are parties to an October 25, 2011 agreement ("Agreement") pursuant to which City surrendered its United States Department of Agriculture Forest Service Special Use Permit to the Forest Service and conveyed its interest in the Permit Property and Equipment to MAA. B. MAA and City desire to amend the Agreement. Agreements Now, therefore, in consideration of the mutual covenants contained herein, the parties agree as follows: 1. Paragraph 4 of the Agreement is amended by addition of the following commitments at the end of subparagraph (e) following the words "watershed restoration projects": "Before undertaking any logging, earth movement, or construction activities related to expansion of the Mt. Ashland Ski Area subsequent to Phase 1, for each such phase, MAA will (1) Provide to the Forest Service and the City detailed plans for the activities comprising the subject phase; (2) Obtain all required permits for the activities comprising the subject phase; and (3) Substantiate by means of a Forest Service financial ability determination, or other means acceptable to the City and the Forest Service, that sufficient financial resources are available to pay for completion of the activities comprising the subject phase." 2. Except as modified by this Addendum, the Agreement is ratified and affirmed by the parties. The parties have executed this Addendum as of the date set forth above. Mt. Ashland Association City of Ashland By: By: John Stromberg, Mayor Title: _ ~w<<e~ no.rm~i1 SL_6rv,,4AeA SS X01/13 A Starif6rdWOODS ; INST.ITu*mjjrth¢ENVIRONMENT, i Study: Climate- Threatens Snowpack, Freshwater Source "for Billions November 11, 2012 Stanford Woods Center Fellow Noah Diffenbaugh.analyzes future snowpack decline from California to the Himalayas. by Rob Jordan snow pack, an essential source. of drinking water and agricultural irrigation for billions of people, could shrink significantly within the next 30 years, according to a study led'by Noah, Diffenbaugh, a Stanford Woods Institute center fellow. The study, published,in the journal Nature Climate Change, forecasts>the effect of climate change on Northern Hemisphere snowpack through the 21 st century in the Western United States, Alpine Europe, Central Asia and downstream of the Himalayas and Tibetan Plateau' The news is particularly troubling for snowpack-dependent California.- the largest producer of agriculture products in the country and the sixth-largest agriculture exporter in the world. "The Western U.S. exhibits the strop est-increases in the occurrence of extremely low snow ' years in response to glo al .warming " Diffenbaugh said. "It also exhibits same of the strongest decreases in runoff that occurs during the growing season." Diffenbaugh is an assistant professor in tan ord's Department of Environmental Earth System Science. - N" I Noah DiffenbauA on snowmelt and climate change from Cyperus Media.com on Vimeo. Less snow accumulation, increased cold season runoff and decreased warm season runoff could, lead not only to overwhelmed. reservoirs and flooding in-winter, but also to insufficient water for agriculture in spring and summer when demand is highest. Hydroelectric production, water- dependent ecosystems and snow-dependent recreation industries could also suffer On top of that, early spring snowmelt has been associated with an increase in wildfires, insect pests and species extinctions in the Western United States and elsewhere. By filling reservoirs and watering crops when warmer, drier weather sets in, mountain snowpack has become vital to people and ecosystems in regions such as the Western United States, Alpine Europe, Central Asia and downstream of the Himalayas and Tibetan Plateau - home to more than 50 percent of the world's population. "If we look at the systems that humans currently have in place for managing water resources, we see that much of the Northern Hemisphere is dependent on snowpack for water storage," Diffenbaugh said. "Our results suggest that global warming will put increasing pressure on both flood control in the cold season and water availability in the dry season, and that these changes are likely to occur in some of the most densely populated and water-stressed areas of the planet." The connection between rising global temperatures and disappearing snowpack has long been evident. Diffenbaugh and his fellow researchers took a new look at the issue by examining predicted extremes in snowpack accumulation and runoff. Using advanced climate modeling techniques, they compared a century's worth of predicted future data for precipitation, accumulation and runoff with the average and extreme rates for the same-phenomena during the 30 years between 1976 and 2005. The researchers found that the occurrence of low snow years will'likely intensify throughout most snow-dominated areas of the Northern Hemisphere during this century, becoming the norm more than 80 percent of the time over most of North America, western Eurasia and southeastern Eurasia by 2070. % The,•areas of North America and Eurasia predicted to have the highest number of low-snow years are also predicted to have extremely low snow accumulation. "Our analysis highlights the potential impacts of climate change if greenhouse gas emissions continue on their current trajectory," Diffenbaugh'said. "While the greatest impacts are likely to occur at higher. levels of global warming, our results highlight tlielfact that continued emissions over the next few decades are likely to substantially reduce snow accumulation in a number of regions; increasing the risk of both flooding and drought indifferent paits of the year." The study's co-authors include Moetasim Ashfaq, a research scientist at Oak Ridge National Laboratory, and Martin_ Scherer, a research assistant in Stanford's Department-of Environmental Earth System Science. The study was made possible by grants from the National Science Foundation, the National Institutes of Health and the U.S. Department of Energy.' ' Rob Jordan is the communications writer for the Stanford Woods Institute for the Environment. Photo Caption: Frank Gehrke, left, and Dave Hart of the California Department of Water Resources, measuring water content of snow in January 2008. A new study forecasts a drop in the annual snowpack.within.the next 30 years due 'to climate change. " Photo "Credit: Courtesy of California Department of Water_'Resourcces.