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CITY OF SEWARD, ALASKA
RESOLUTION NO. 80-30
A RESOLUTION PROVIDING FOR THE DISPOSAL OF CITY-OWNED
TIDELANDS BY LEASE AND AUTHORIZING THE CITY MANAGER TO
NEGOTIATE THE LEASE
WHEREAS, the City of Seward, Alaska is owner of
tidelands located within the City limits of Seward more
particularly described as follows:
Tract A, being a portion of Alaska Tidelands
Survey No. 174, located within the City of
Seward, Alaska, Seward Recording District, Third
Judicial District, State of Alaska, as set forth
in the attached diagram dated April 19, 1973,
prepared by Hewitt V. Lounsbury & Associates; and
WHEREAS, the City Council hereby finds that such Tract
A has not previously been dedicated to any public use; and
WHEREAS, the City Council hereby finds that disposal
of such Tract A by public sale of the lease is not in the
public interest and that the lease of that Tract A by
negotiatio~ with Seward Marine Services, Inc. is in the public
interest because of the likelihood that Seward Marine Services,
Inc. will use that tract for expansion which will stimulate
Seward's economy in years to come:
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF SEWARD, that
Section 1. The City Manager is hereby authorized and
directed to negotiate a lease of Tract A of Alaska Tidelands
Survey No. 174 with Seward Marine Services, Inc. according to
the terms set forth on the lease attached hereto as Exhibit A
and incorporated herein by reference.
Section 2. The City Manager is further authorized and
directed to execute such lease and such other related documents
as may be necessary.
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City of Seward
Resolution No. 80-30
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
SEWARD, ALASKA this 9th day of June,1980.
CITY OF SEWARD, ALASKA
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aym nd -r.: Hugli, yor~
AYES: CAMPBELL, CRIPPS, GILLESPIE, HUGLI, LEER, SORIANO AND SWARTZ
NOES: NONE
ABSENT: NONE
ATTEST:
APPROVED AS TO FORM:
, U//
or Ranald H. Jarrell
Attorney for the City of Seward
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LEASE AGREEMENT (SEWARD MARINE SERVICES, INC.)
THIS LEASE is made and entered into under the
authority of the City Council of the City of Seward, by and
between the City of Seward, Alaska, a municipal corporation,
organized and existing under the laws of the State of Alaska,
hereinafter called the "lessor" or the "City", and Seward
Marine Services, Inc., an Alaskan corporation, hereinafter
called the "Lessee".
WIT N E SSE T H:
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The parties to this lease hereby agree as follows:
The City of Seward in consideration of the agreements
of Lessee herein contained, leases to Lessee the following
described parcel of real property owned by the City of Seward:
Tract A, being a portion of Alaska Tidelands
Survey No. 174, located within the City of
Seward, Alaska, Seward Recording District, Third
Judicial District, State of Alaska, as set forth
in the attached diagram dated April 19, 1973,
prepared by Hewitt V. Lounsbury & Associates.
1. This 'lease shall be for the thirty (30) year
beginning on the 1st day of June, 1980, and ending on the
day of May, 2010.
term
31st
2. The Lessee agrees to pay rent of $
per year. This payment shall be made in equal advance annual
installments, with the installment for any annual period due
not later than the 1st day of July for that period. This
property will be reappraised for the purpose of determining the
rental value every five years, and the rental value will be
readjusted at that time. Four months prior to the anniversary
date of the lease at which the rental is to be adjusted, the
City shall engage an independent licensed appraiser who shall
determine the fair rental value of the property excluding
improvements placed thereon by Lessee. This fair rental value
as determined by the appraisal shall be adjusted rental for the
next succeeding five year period and City shall give written
notice of the rental adjustment not later the fourty-five (45)
days before the effective date of the adjustment. However, if
Lessee believes the rental adjustment exceeds the fair rental
value of the property, Lessee may, within fifteen (15) days
after receipt of the rental adjustment notice, give written
notice of objection to City's announced rental adjustment.
Lessee may then, at Lessee's sole expense, engage a second
independent licensed appraiser, whom City must approve prior to
making a second appraisal. If the second appraisal varies less
than ten percent (10%) from the original appraisal, the
original appraisal shall be the exclusive basis for the rental
adjustment. If the second varies by ten percent (10%) or more,
the rental adjustment shall be the numerical average of the two
appraisals. Nothing in this paragraph shall prevent the annual
reassessment of the leased premises for tax purposes to
determine its true value as provided by law.
3. The Lessee agrees to pay the annual rental and
fees specified and not to assign this lease or any part, nor
let, nor sublet, either by grant or implication, the whole or
any part of the premises without written consent of the Lessor,
except to subsidiary or parent companies of the Lessee.
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4. The Lessee agrees to keep the premises clean and
in good order at his own expense, suffering no strip or waste
thereof nor removing any material therefrom without written
permission of the Lessor~ except that removal of material
which is specified in the development plan and necessary to the
development is permitted. At the expiration of the term fixed,
or any sooner termination of the lease, the Lessee will
peaceably and quietly quit and surrender the premises to the
Lessor.
5. Building construction shall be neat and
presentable and compatible with its use and surroundings.
Prior to placing of fill material and/or construction of any
building or facility on a leased area, the Lessee must submit
detailed drawings of proposed development of the property and,
if a building is contemplated, comprehensive architectural
drawings showing the location of all proposed utility lines,
front, side and plan elevation views of the proposed structure,
materials to be used, dimensions, elevations, and all data
required by the Lessor, who shall review and approve, if
satisfactory, in writing all major permanent improvements.
Lessee shall, as a condition to continuing this lease make
major improvements to the lease property the cost of which
shall not be less that $ Construction of the
improvements shall commence not later than June 1, 19 ; the
contruction of the improvements shall be completed no~ater
than June 1, 19
6. Should default be made in payment of any portion
of the rent or fees when due, and for thirty (30) days
thereafter, or in any of the covenants or conditions contained
in this lease, the Lessor, agent or attorney may re-enter and
take possession of the premises, remove all persons therefrom,
and upon written notice, terminate this lease, if deficiency is
not cured within the thirty (30) days. It is agreed that until
the Lessor elects to terminate this lease, interest at eight
percent (8%) per annum accrues and is payable on all rents and
fees due and unpaid beginning thirty (30) days following the
date on which the rents or fees are due.
7. All written notices required by this lease or
permit shall be sent by registered or certified mail or
delivered personally to the last address on record in the files
of the Lessor.
8. The interests transferred or conveyed by this
lease are subject to any and all of the covenants, terms or
conditions contained in the instruments conveying title,
leasehold interest, or other interests to the Lessor. The
Lessee agrees not to breach, or allow a breach by third
parties, of the covenants, terms, and conditions of the
instrument conveying title to the Lessor.
9. Lessee covenants to save the Lessor harmless from
all actions, suits, liabilities or damages resulting from or
arising out of any acts or commission or omission by the
lessee, his agents, employees or customers, or arising from or
out of the Lessee's occupation or use of the premises demised
or privileges granted.
10. Lessor shall have the right at all reasonble
times to enter the premises or any part thereof, for purposes
of inspection.
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11. Any or all rents, charges, fees or other
consideration which are due and unpaid at the expiration or
voluntary or involvuntary termination or cancellation of this
lease shall be a charge against the Lessee and his property,
real or personal, and the City shall have such lien rights as
are generally allowed by law, and enforcement by distraint may
be made by the Lessor or its authorized agent.
12. The Lessee covenants and agrees that it will not,
on the grounds of race, color, religion, national origin,
ancestry, age, or sex, discriminate or permit discrimination
against any prospective occupant, patron, employee, applicant
for employment, or other person or group of persons in any
manner prohibited by federal or state law or regulations
promulgated thereunder. The LeSSffi recognizes the right of the
City to take such action to enforce such covenants as it deems
necessary or as it is directed pursuant to any federal or state
law or regulation.
13. Lessor reserves the right to grant and control
easements in, through or above the land leased, and may grant
no such easements to third parties at any time and for any
purpose. No such grant or easement will be made that will
unreasonably interfere with the Lessee's use of the Land.
14. Lessee agrees that Lessor may modify this lease
to meet requirements for state or federal grants, or to conform
to the requirements of any revenue bond covenants to which the
City is a party~ provided that, in the case of modification to
conform to the requirements or privileges granted or needed by
any grants or covenants, such modification shall not be done
without giving Lessee an opportunity for hearing before the
City Council, nor shall cause the Lessee financial loss without
compensation.
15. Unless otherwise provided in a valid lease
agreement, improvements owned by a Lessee shall, within sixty
(60) days after the expiration, termination or cancellation of
the lease, be removed by him~ provided that, in the opinion of
the City, such removal will not cause injury or damage to the
lands~ and further provided, that the City may extend the time
for removing such improvements in cases where hardship is shown
to its satisfaction, provided application for extension has
been made in writing and received within said sixty (60) day
period. The retiring Lessee may, with the consent of the City,
sell his improvements to a succeeding Lessee, if any.
16. If any improvements and/or chattels having an
appraised value in excess of $10,000.00, as determined by the
City, are not removed within the time allowed by paragraph 15
of this Lease Agreement, such improvements and/or chattels
shall, upon due notice to the Lessee, be sold at public auction
under the direction of the City. The proceeds of sale shall
inure to the Lessee who owns such improvements and/or chattels
after deducting and paying to the City all rents or fees due
and owing and expenses incurred in making such sale. In case
there are no other bidders at such auction, the City is
authorized to bid on such improvements and/or chattels an
amount equal to the amount owed to the City by the Lessee or
$1.00, whichever amount is greater. The City of Seward shall
acquire all right, both legal and equitable, that any other
purchaser would acquire by reason of such purchase.
17. If any improvements and/or chattels having an
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appraised value of $10,000.00 or less, as determined by the City
of Seward, are not removed within the time allowed by paragraph
15 of this Lease Agreement, such improvements and/or chattels
shall revert to and absolute title shall rest in the City of
Seward.
18. This lease issued subject to all provisions and
requirements of the laws and regulations of the City of Seward
and the State of Alaska relating to leasing of lands and
granting of privileges the same as though they were set forth
in full over the signatures of the contracting parties.
19. If any term, provisions, condition or part of
this lease is declared to be invalid or unconstitutional by a
court of competent jurisdiction of the State of Alaska, the
remaining terms, provisions, conditions or parts shall continue
in full force and effect as though such declaration was not
made.
20. Lessee shall, within thirty (30) days after
completion of any improvements placed upon or in the land
described herein subsequent to the date of this lease, deliver
to the Lessor at least two copies of as-built drawings showing
the location and construction specifications of said
improvements; furthermore, if Lessee's improvement is
underground, Lessee shall appropriately mark the surface of the
land with a stake or otherwise identify the type of underground
installation and its location.
21. Lessee shall at his own expense, maintain and
keep in force during the term of this lease, adequate insurance
to protect the Lessor and the Lessee against comprehesive
public liability, products liability (where applicable) and
property damage, in no less than the following amounts:
(a) Property damage arising from one accident or
other cause in a sum of not less than $50,000.00.
( b)
liability insurance not
person and $300,000.00
Personal injury or death
less than $100,000.00 per
per accident.
The Lessee shall deposit with the Lessor a copy or
copies of such insurance policy or policies or a certificate of
such insurance coverage together with appropriate evidence that
the premiums thereupon have been paid. All such insurance of
the Lessee shall name the Lessor as an additional insured,
contain a waiver of subrogation endorsement, and provide that
the Lessor shall be notified at least thirty (30) days prior to
any termination, cancellation or material change in such
insurance coverage. Such requirement for insurance coverage
shall not relieve Lessee of any other obligations under this
Agreement.
22. The Lessee shall at his own costs and expense,
conductall business authorized herein in compliance with all
federal, state and local laws, ordinances, rules and
regulations now or hereafter in force which may be applicabale
to the operation of the business authorized herein or to the
use, case, operation, and maintenance of the terminal,
including but not limited to, matters of health, safety,
sanitation and pollution. The Lessee shall obtain and pay for
all licenses and permits necessary for the operation of such
business and shall pay all taxes which may be lawfully imposed
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STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
THIS IS TO CERTIFY that on the day of
1980, before me, the undersigned, a Notary Public in and for the
State of Alaska, duly commissioned and sworn as such, personally
appeared CLARENCE E. JOHNSON AND JOANNE E. SHANLEY, known to me andl
to me known to be the City Manager and City Clerk respectively, of Ii
the City of Seward, Alaska, and acknowledged to me that the fore-
going instrument was executed by them in their official corporate I
municipal capacity, and that they executed the same pursuant to
the authorization of the City Council of the City of Seward,
Alaska; that the same was executed as the free and voluntary act
and deed of the municipal corporation to execute the foregoing
instrument, and that the seal affixed hereto is the corporate seal
[of said municipality.
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! IN WITNESS WHEREOF, I have hereunto set my hand and
!affixed my Notarial Seal the day and year hereinabove written.
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ISTATE OF ALASKA )
I ) ss.
THIRD JUDICIAL DISTRICT )
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I THIS IS TO CERTIFY that on the day of
1980, before me, the undersigned, a Notary Public in and for the
State of Alaska, duly commissioned and sworn as such, personally
appeared , known to me and to me
known to be the of SEWARD MARINE
SERVICES, INC., a corporation organized and existing under the laws
'of the State of Alaska, and he/she acknowledged to me that the
foregoing instrument was executed by her/him in her/his official
corproate capacity, and that she/he executed the same pursuant to
toe authorization of the Board of Directors; that the same was
executed as the free and voluntary act and deed of the corporation
to execute the foregoing instrument for the uses and purposes
therein mentioned.
Notary Public in and for Alaska
My Commission Expires:
I IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my Notarial Seal the day and year hereinabove written.
Notary Public in and for Alaska
My Commission Expires:
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upon the premises or operation(s) of the Lessee within or upon
the premises; and shall pay such other fees and charges as may
be assessed under applicable public statutes or ordinances.
23. The failure of the Lessor to insist in anyone or
more instances upon a strict performance by the Lessee of any
or the provisions, terms, covenants, reservations, conditions
or stipulations contained herein may not be considered as a
waiver or relinquishment thereof for the future, but the same
shall continue and remain in full force and effect. No waiver
by the Lessor of any provisions, terms, covenants, reservation,
condition or stipulation herein may be deemed to have been
made in any instance unless expressed in writing by the Lessor.
24. Notwithstanding any other provision of this
lease, if, at the time this is done, there shall be no
enforceable default on the part of the Lessee in the
performance of any of the terms of this lease, the Lessee may
grant a security interest in this leasehold, or any portion
thereof, for the purpose of interim or permanent financing of
the construction of improvements upon the premises and for no
other purpose, and may encumber this leasehold by mortgage,
deed of trust, or other appropriate instrument, provided such
encumbrances pertains only to Lessee's interest in the
property. This may be done without the written consent of the
Lessor. If Lessee shall encumber this leasehold, or any part
thereof, in accordance with this paragraph, the Lessor agrees
that so long as such encumbrances shall remain unsatisfied or of
record, and written notice of such encumbrances is given to
Lessor, then Lessor shall, upon serving upon Lessee any notice
of default, simultaneously serve a copy of such notice upon the
holder of such encumbrance. The holder of the encumbrance
shall thereupon have thirty (30) days'more time than is given
the Lessee to remedy or cause to be remedied, the defaults
complained or, and the Lessor shall accept such performance by
or at the instigation of the holder of the encumbrances as if
the same had been done by Lessee. If, at the expiration of
this additional thirty (30) day period, the holder of the
~ncumbrance causes all payments then in default to be paid to
the lessor, and had complied or substantially engaged in the
complying with all of the other requirements of this Agreement
which are then in default, then Lessor shall not be entitled to
terminate the agreement or re-enter the property.
IN WITNESS WHEREOF, the parties have hereunder set
their hands and seals on the dates indicated.
LESSOR:
LESSEE:
CITY OF SEWARD, ALASKA
SEWARD MARINE SERVICES, INC.
City Manager
APPROVED AS TO FORM:
ATTEST:
CRANSTON, WALTERS, DAHL & JARRELL
Attorneys for the City of Seward
By
JoAnne E. Shanley
City Clerk
Ranald H. Jarrell
(City Seal)