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Home My WebLink AboutRes2002-074 I I I Sponsored by: Branson and Shafer CITY OF SEWARD, ALASKA RESOLUTION 2002-074 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE TO THE SEWARD CHAMBER OF COMMERCE FOR LOT 11, BLOCK 6, SEWARD SMALL BOAT HARBOR SUBDIVISION, SEWARD, ALASKA WHEREAS, the City of Seward has leased Lot 11, Block 6, Seward Small Boat Harbor Subdivision, Seward Recording District, Third Judicial District, State of Alaska to the Seward Chamber of Commerce since 1990; and WHEREAS, Seward City Code Section 7.05.120 authorizes the City Council to dispose of real property by negotiation, public auction or sealed bid; and WHEREAS, the Seward Chamber of Commerce will construct improvements on the property that meets current building and fire code requirements; and WHEREAS, the Seward Chamber of Commerce has demonstrated its commitment to the residents, visitors and businesses of Seward by developing the property and continuing to promote economic development, tourism and community events; and WHEREAS, the City finds that it is in the public interest to allow lease of the land by the Seward Chamber of Commerce for a period of twenty years for so long as the Chamber of Commerce uses the property to further its non-profit corporate purposes, including to promote economic development, tourism and community events in the Seward community. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, that: Section 1. The City Council finds that the public interest will be served by entering into a long term lease with the Chamber of Commerce for so long as the Seward Chamber of Commerce serves visitors and businesses of Seward and promotes economic development, tourism and community events. Section 2. The City Council finds that the public interest will not be served by an appraisal because the boardwalk sites leased by the City were appraised in 2000. Section 3. The attached lease agreement incorporated herein by reference as Exhibit A, is hereby approved and the City Manager is hereby authorized to execute the lease Agreement in substantial form as attached hereto and to make such corrections and execute related documents as may be necessary to fulfill the intent of this resolution on behalf of the City of Seward. Section 4. This resolution shall take effect 30 days after passage and posting. CITY OF SEWARD, ALASKA RESOLUTION 2002-074 PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 12th day of August, 2002. AYES: NOES: ABSENT: ABSTAIN: ATTEST: THE CITY OF SEWARD, ALASKA r- .e I )~ '-t / Edgar Blatchford, Mayor Blatchford, Branson, Clark, Orr, Shafer, Valdatta None Calhoon None (City Seal) I J \.J ",'......',' ~",~ Of SEk/",#. ~ t<-."'" ........ 1';4~ ", ~ c}:r....~OR:.....7YC ~ ~.. - .....,..~~. ~ ~ l -.- ~... ~ .. . . . ! · i SEAL 1. 5 .. . . .. .~ \ --- ; - ~. .. ""G-, ~,,~. I .....7'....."'tf 1 \~... ~~ "1,,~ .....1... b..fO .......,. ~ OF ~\.J ~~.... ""u.n1\" I I I After Recording, Return to: Community Development City of Seward P.O. Box 167 Seward, Alaska 99664 MEMORANDUM OF LEASE THE PARTIES HERETO have entered into a lease of the property described herein according to the terms as follows: LESSOR: LESSEE: City of Seward P. O. Box 167 Seward, Alaska 99664 Seward Chamber of Commerce and Convention and Visitor's Bureau P. O. Box 749 Seward, Alaska 99664 EFFECTIVE DATE: TERM: PROPERTY: October 1, 2002 Twenty (20) years, expiring September 30,2022. Lot 11, Block 6, Seward Small Boat Harbor Subdivision, as shown on Plat No. 2000-19 in the Seward Recording District, Third Judicial District, State of Alaska. DATED at Seward, Alaska this /7 day of ()(Ij CITY OF SEWARD ,2002. THE SEWARD CHAMBER OF COMMERCE AND CONVENTION AND VISITOR'S BUREAU By: ~....-r.. W W. Scott Jan e, City Manager ATTESTED BY: ) ! 1:\Docs\4337 41 06\Memorandum of Lease.wpd Bi\~~~~6. ~__ Its: . e.~ 0 ~",'"111..,# ~....~ Or S~~'#II#. flit" ~ ......... ~~'" ~ .~ .... fJ'O~;..."..?() ~ . - ""V"~ . ~ ... ,-:;;,."... .... : ~ "'. ... : . .. ! 01 SEAL JOE ~ \ - .- ~ .. ~ - ~.~ ~ . ;: \ tP. ~....~~ 1 '\9.~..".~~ ~ -,~.....a... ,.,.,~~....- ~~ (j- OF f\.t.r ~.... .,,~#. ~~~ "tun'A\l-- Memorandum of Lease Page 1 of 2 Acknowledgments STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) This is to certify that on the ~ day of 0 (~be V , 2002, before me, the undersigned Notary Public in and for the State of Alaska, duly commissioned and sworn as such, personally appeared W. Scott Janke to me and to me known to be the individual named in and who executed the foregoing instrument on behalf of the City of Seward, and acknowledged to me that he signed the same freely and voluntarily for the uses and purposes therein set forth. WITNESS my hand and official seal the day and year first \"'''''.'''''' ,\\ EC '" "" \... I( ~ "" ....,' ",."'.....,'" \. ~ ~ '... ... --.. .' "f A rr v ~ 2~<:> ,:..........,~ \ L)""~ A ~ - ... '...J 'T J ~ #' .. - ~~ _10-- :.:--=~ 1.'-': =(.)5 5 = ~ ~...o (.); = ~ \ t.JS\' ,/..:'5 ~ -=:.. c.P fI""..,, '" "''''........ ~ $ .....411' ;;, I".'....II"-"~ .".c:", STATE OF ALASKf:(~~,,;t OF ~~\"", 11111/1111""\ THIRD JUDICIAL DISTRICT ve. Y UBLlC in and for Alalka It. ,-- . sion Expires: ( '2..- ~) 0<> I I ) ) ) ss. This is to certify that on the J ~ day of ~c -I-z,,h e K-.. , 2002, before me, the undersigned Notary Public in and for the State of Alaska. duly commissioned and sworn as such, personally appeared 1er~sa k(),/ to me and to me known to be the individual named in and who executed the foregoing instrument on behalf of The Seward Chamber of Commerce and Convention and Visitor's Bureau, and acknowledged to me that he signed the same freely and voluntarily for the uses and purposes therein set forth. WITNESS my hand and official seal the day and year first written above. ,"'tn'.... ~~~"'M~ ~ ' ~ L.~ ........... -s...... ,;s!'^,-v .' '. u ,r,,1f ~.-.... ~..~ . ,)..- .. .. I ! NOTARY\ .* _ .. " :z = : PUBlJ ~ ~.... ... Cl* . ~~'...-.f.t ~ I"i'oi"~\.~~ Ita I:\Docs\43374106lMemorandum of Lease.wpd d~~ NOTARY PUBLIC in and for Alaska My Commission Expires: J11A-1 1z; Z~()3 Memorandum of Lease Page 2 of 2 I I I LEASE AGREEMENT between CITY OF SEWARD, ALASKA And SEWARD CHAMBER OF COMMERCE AND CONVENTION AND VISITOR'S BUREAU Effective Date: October 1, 2002 1:\Docs\43374106\Seward Chamber of Commerce Lease Final. wpd City of Seward. Seward Chamber of Commerce TABLE OF CONTENTS ARTICLE 1 - LEASED LAND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 1 1 .1 Description of Leased Land .................................. 1 1 .2 Covenant of Quiet Enjoyment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 1 1.3 Right to Provide Substitute Leased Land ..... . . . . . . . . . . . . . . . . . .. 1 1.4 Property Accepted "As-is" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 2 1.5 Permits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 2 1.6 Platting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 2 ARTICLE 2 - LEASE TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3 2.1 Lease Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3 2.2 Lease Subject to Referendum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3 2.3 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3 ARTICLE 3 - RENTAL RATE. .. . . . . . . . . . . . . . . . . . . .. . . . .. . . . . .. '" . . . . . " 3 3.1 Initial Rental Rate .......................................... 3 3.2 Rental Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3 3.3 Procedure for Rental Adjustment .............................. 4 3.4 Effect of Late Appraisal by CITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 4 3.5 Appraisal by LESSEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 4 3.6 Effective Date of Adjusted Rental Rate . . . . . . . . . . . . . . . . . . . . . . . . .. 5 3.7 Rent Payment Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 5 3.8 Late Payment Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 5 ARTICLE 4 - USE OF LEASED LAND .................................... 6 4.1 Use of Leased Land ........................................ 6 4.2 Obligations of LESSEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 6 4.3 No Preferential Rights to Use Public Facilities .................... 6 4.4 Adequacy of Public Facilities ................................. 6 4.5 Tariffs and Other Service Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 6 4.6 Time for Payment of Utilities and Taxes ......................... 7 4.7 Other Uses ............................................... 7 ARTICLE 5 - UTILITIES AND RIGHTS OF ACCESS ......................... 7 5.1 Utilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7 5.2 Easements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7 ARTICLE 6 - CONSTRUCTION BY LESSEE ............................... 7 6.1 Improvements on Leased Land. , . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7 6.2 City Review of Construction .................................. 8 1:\Docs\43374106\Seward Chamber of Conunerce Lease Final. wpd City of Seward. Seward Chamber of Commerce 1 I I I ARTICLE 7 - RETURN OF LEASED LAND/SITE CONDITIONS. . . . . . . . . . . . . . . .. 9 ARTICLE 8 - FORCE MAJEURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 9 ARTICLE 9 - CITY ACTS OF DEFAULT. . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 9 ARTICLE 10 - REMEDIES FOR CITY"S ACTS OF DEFAULT ................. 10 ARTICLE 11 - LESSEE"S ACTS OF DEFAULT ............................ 11 ARTICLE 12 - REMEDIES FOR DEFAULT BY LESSEE ..................... 12 ARTICLE 13 - TITLE TO IMPROVEMENTS INSTALLED BY LESSEE .......... 14 13.1 Real Property Improvements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 14 13.2 Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 14 ARTICLE 14 - ASSIGNMENT OR SUBLEASE ............................. 14 14.1 Assignment of Lease or Sub/easing ........................... 14 14.2 Assignment of Lease for Security. . . . . . . . . . . . . . . . . . . . . . . . . . . .. 14 ARTICLE 15 - LESSEE"S DUTY TO DEFENDIINDEMNIFY ................... 15 ARTICLE 16 - CITY"S DUTY TO DEFEND/INDEMNIFY. . . . . . . . . . . . . . . . . . . . .. 15 ARTICLE 17 - INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 15 17.1 Minimum Insurance Requirements ............................ 15 17.2 Subrogation Rights Waived . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 16 ARTICLE 18 - CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 17 ARTICLE 19 - ARBITRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 17 19.1 Arbitration............................................... 17 ARTICLE 20 - MAINTENANCE AND REPAIRS ............................ 19 20.1 Normal Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 19 20.2 Safety Issues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 19 20.3 Cost of Repairs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 19 ARTICLE 21 - ENVIRONMENTAL CONCERNS ....... . . . . . . . . , . . . . . . . . . . .. 20 21.1 Hazardous Materials. ...................................... 20 21.2 Permits and Reporting. ..................................... 22 I:\Docs\43374106\Seward Chamber ofConunerce Lease Final.wpd City of Seward. Seward Chamber of Commeree 11 ARTICLE 22 - ESTOPPEL CERTIFICATES. . . . . . . . . . . . . . . . . . .. .. . . .. . . ... 23 ARTICLE 23 - NO WAIVER OF BREACH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 23 ARTICLE 24 - TIME OF THE ESSENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 23 ARTICLE 25 - COMPUTATION OF TIME. . . . . .. . . .. . . .. . . . . . . . . . . . .. . . ... 23 ARTICLE 26 - SUCCESSORS IN INTEREST .............................. 23 ARTICLE 27 - ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 23 ARTICLE 28 - GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 24 ARTICLE 29 - PARTIAL INVALIDITY .................................... 24 ARTICLE 30 - RELATIONSHIP OF PARTIES. . . . . . . . . . . . .. . . . . . . . .. . . . . . .. 24 ARTICLE 31 -INTERPRETATION. . . . . . . . . . . . . . . .. . . . . .. . . . . . . . . . . .. . ... 24 ARTICLE 32 - NUMBER AND GENDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 24 ARTICLE 33 - MANDATORY AND PERMISSIVE ........................... 24 ARTICLE 34 - CAPTIONS ............................................. 25 ARTICLE 35 - AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 25 ARTICLE 36 - NOTICES .............................................. 25 I:\Docs\43374I06\Seward Chamber of Conunerce Lease Final. wpd City of Seward - Seward Chamber of Commerce 11I I LEASE AGREEMENT THIS LEASE AGREEMENT (the "LEASE") is made by and between the CITY OF SEWARD (the "CITY"), a municipal corporation located in the Kenai Peninsula Borough, State of Alaska and whose mailing address is P. O. Box 167, Seward, Alaska 99664, and THE SEWARD CHAMBER OF COMMERCE AND CONVENTION AND VISITOR'S BUREAU. a nonprofit corporation (the "LESSEE"), whose mailing address is P. O. Box 749, Seward, Alaska 99664. WHEREAS, LESSEE has been leasing a parcel of land for many years located on the boardwalk in the Seward Harbor, an area of approximately 1,211 square feet more or less, as more particularly described as Lot 11, Block 6, Seward Small Boat Harbor Subdivision (the "Leased Land"); and WHEREAS, the City Council of CITY has determined that a lease of the Leased Land of approximately 1,211 square feet, more or less, to LESSEE for the purposes described herein would be in the public interest; and NOW THEREFORE, for and in consideration ofthe mutual promises and covenants hereinafter contained, the parties hereto agree as follows: I ARTICLE 1 . LEASED LAND 1.1 Description of Leased Land. The Leased Land is located in the City of Seward, Alaska. The Leased Land is described as follows: Lot 11, Block 6, Seward Small Boat Harbor Subdivision, as shown on Plat No. 2000-19 in the Seward Recording District, Third Judicial District, State of Alaska. 1.2 Covenant of Quiet Enjoyment. Subject to the encumbrances as of the date hereof, any reasonable restrictions imposed on the Leased Land as part of recording of a plat by CITY, and the provisions of this LEASE, CITY hereby covenants and warrants that LESSEE shall have the quiet enjoyment and possession of the Leased Land for the full term of this LEASE. I 1 .3 Right to Provide Substitute Leased Land. CITY has limited land available for lease and LESSEE's intended use of the Leased Land has been determined by the City Council to be in the public interest. LESSEE understands that there may be competing uses for the Leased Land which uses may be determined by the City Council to be of greater public interest and in tha' event, CITY reserves the right to one time, relocate LESSEE from its present leasehold as described in Section 1.1 of this Lease to a comparable new location selected by the CITY and accepted by I:\Docs\43374I06\Seward Chamber of Commerce Lease Final.wpd City of Seward. Seward Chamber of Commerce 1 LESSEE which acceptance shall not be unreasonably withheld. In the event of such a relocation, CITY shall not be responsible to LESSEE for any of LESSEE's costs associated with the relocation other than direct costs of moving any structure. CITY shall not be responsible for payment of any amounts of lost profits, incidental or consequential damages or any other costs or expenses as the result of CITY's exercise of its rights under this provision. CITY shall provide written notice to LESSEE no less than one hundred twenty (120) days in advance of its intent to require LESSEE to move LESSEE's facilities. 1.4 Property Accepted "As-is". LESSEE acknowledges that it has inspected the Leased Land and accepts the same "as-is" and without reliance on any expressed or implied representations or warranties of CITY (other than the representations in Section 1.2 hereof), or agents of CITY, as to the actual physical condition or characteristics thereof and the legal description or depiction of the Leased Land in Section 1.1. 1.5 Permits. LESSEE, at its sole cost, shall obtain all permits necessary to the construction and operation of its facilities on the Leased Land. CITY may from time to time, upon request of LESSEE, execute such documents, petitions, applications and authorizations as may be necessary, as the underlying fee owner, to file with an agency or public body responsible therefor an application for conditional use permit, zoning and re-zoning, tentative and final tract approval, or precise plan approval that may be required for the lawful construction and operation of the facilities of LESSEE permitted on the Leased Land by the terms of this LEASE. However, nothing in this Section shall be construed as requiring CITY to support or approve any such application or permit requests. If the agency or public body responsible to approve or grant such application or permit request is a City of Seward agency, department, or board, LESSEE shall follow all City of Seward procedures, the same as any other applicant making similar requests of the City of Seward, according to the Charter, ordinances, resolutions, or any regulation, rules or procedures of the City of Seward. Nothing in this Section imposes any duty or responsibility~ CITYto assist LESSEE in obtaining any other permits or approvals. 1.6 Platting. In the event CITY elects to replat, CITY agrees to include the Leased Land in such replat in accordance with the description prepared by LESSEE under Section 1.3 herein. If LESSEE requests a replat of the Leased Land prior to that time, CITY shall assist LESSEE in the preparation and filing of the replat, and LESSEE shall reimburse CITY for CITY's costs in assisting with the preparation and filing of the replat. LESSEE agrees to sign the plat and any other documents necessary to complete the platting or replatting of any area including all or a portion of the Leased Land. LESSEE shall accept reasonable restrictions, easements, or plat notes as may be required by CITY or other governmental authorities as a 1:\Docs\43374106\Seward Chamber of Commerce Lease Pinal. wpd City of Seward. Seward Chamber of Commerce 2 I I I condition to filing the plat of the Leased Land or the plat of CITY-owned real property adjacent to the Leased Land. ARTICLE 2 . LEASE TERM 2.1 Lease Term. The term of this LEASE (the "Lease Term") shall be in accordance with CITY's authorization Resolution No. 2002-074 (the "Resolution"). The Lease Term shall commence upon the effective date of the Resolution and that date shall be the effective date of this LEASE (the "Effective Date"). The Lease Term shall run for approximately twenty (20) years from the Effective Date, ending at midnight on September 30,2022. 2.2 Lease Subject to Referendum. LESSEE understands and assumes the risk that under the Charter and Code of CITY this LEASE may be voided by referendum. LESSEE agrees that if the Resolution approving this LEASE is the subject of a referendum petition filed with the Clerk of CITY, LESSEE shall have no rights under this LEASE unless and until the Resolution is approved by the voters of the City of Seward, and LESSEE shall not be entitled to any damages or any other relief against CITY in the event the Resolution is not so approved. 2.3 Termination. Unless earlier terminated pursuant to Article 10 or Article 12, this LEASE shall terminate twenty (20) years from the Effective Date of the Resolution, that is to say at midnight on September 30, 2022. ARTICLE 3. RENTAL RATE 3.1 Initial Rental Rate. Commencing on the Effective Date of this LEASE through June 30, 2005, the annual rental rate for the Leased Land shall be One Dollar ($1.00). Commencing on July 1, 2005 through June 30, 2010, the annual rental rate shall be adjusted to the appraised value established by CITY's appraisal in 2005. Rent shall be payable quarterly in advance upon the Effective Date of this Lease (prorated for the balance of the current quarter) and thereafter on or before the 20th day of the month beginning each calendar quarter: January 20, April 20, July 20 and October 20. The amount of each quarterly payment shall be one-quarter of the annual rental rate as initially established or later adjusted under this Article 3. 3.2 Rental Adjustments. The annual rental payment shall be adjusted on July 1, 2005, and on the same date every five years thereafter (each a "Rental Adjustment Date"). The adjusted annual rental payment to be paid under the terms of this Lease shall be the appraised fair market rental value (the "Fair Market Rental Value") of the Leased Land at the highest and best use of the Leased Land. The highest and best use of the Leased Land shall be determined without regard to LESSEE's intended or actual use of the Leased Land unless that use is I;\Docs\43374106\Seward Chamber of Commerce Lease Final.wpd 3 City of Seward. Seward Chamber of Commerce coincidentally the highest and best use of the Leased Land. CITY shall complete such appraisal and deliver a copy of the appraisal report to LESSEE not less than ninety (90) days before each Rental Adjustment Date. 3.3 Procedure for Rental Adjustment. To adjust the rent as of any successive Rental Adjustment Date, CITY shall, at its own expense, retain an independent MAI- certified appraiser, who shall determine the "Fair Market Rental Value" of the Leased Land in accordance with this Article 3, exclusive of improvements placed thereon by LESSEE but inclusive of all improvements made by CITY (including those made before or subsequent to this LEASE). The appraiser's report shall be delivered to LESSEE not less than ninety (90) days before the Rental Adjustment Date. The appraiser's determination of Fair Market Rental Value of the Leased Land shall constitute a final binding determination of the Fair Market Rental Value and the adjusted annual rental rate until the next Rental Adjustment Date, unless LESSEE objects to CITY's appraiser's determination of the Fair Market Rental Value. In that case, LESSEE shall give written notice to CITY of its objection within thirty (30) days of receipt of the appraiser's report, and LESSEE shall then engage an independent MAl-certified appraiser at LESSEE's expense to make an appraisal of the Fair Market Rental Value in accordance with this Article 3. If LESSEE'S appraisal determines a Fair Market Rental Value that varies from that determined by CITY's appraisal by no more than twenty percent (20%), then the adjusted rental rate shall be the average of the rental rates determined by the two appraisals. If LESSEE'S appraisal determines a Fair Market Rental Value that varies from CITY's appraisal by more than twenty percent (20%), then, unless CITY and LESSEE agree on a rate themselves, the adjusted annual rental rate of the Leased Land shall be determined in accordance with the arbitration provisions contained in Article 19 of this LEASE. 3.4 Effect of Late Appraisal by CITY. If, for any reason, CITY does not complete the appraisal or deliver a copy of the appraisal report to LESSEE ninety (90) days before the Rental Adjustment Date, CITY may proceed to complete the appraisal or deliver a copy of the appraisal report to LESSEE at any time thereafter. However, any such adjusted annual rental rate shall not be effective until the quarterly payment due date immediately following the date CITY delivers the appraisal report to LESSEE. 3.5 Appraisal by LESSEE. If for any particular Rental Adjustment Date, CITY fails to obtain an appraisal of the Fair Market Rental Value or fails to deliver the appraisal report to the LESSEE by the Rental Adjustment Date, LESSEE may engage an independent MAl-certified appraiser at LESSEE's expense to make an appraisal under the terms of this Article 3 and submit a copy to CITY before the next quarterly rental payment due date. However, LESSEE must notify CITY in writing within thirty I:\Docs\43374106\Seward Chamber ofConunerce Lease Final.wpd City of Seward. Seward Chamber of Commerce 4 I I I (30) days following the Rental Adjustment Date of LESSEE's election to obtain an appraisal. If CITY objects to LESSEE'S appraiser's determination of the Fair Market Rental Value, CITY shall give written notice to LESSEE of its objection within thirty (30) days of receipt of the appraiser's report, and CITY shall then engage an independent MAl-certified appraiser at CITY's expense to make an appraisal of the Fair Market Rental Value as of the Rental Adjustment Date and in accordance with this Article 3. If the CITY's appraisal determines a Fair Market Rental Value that varies from that determined by LESSEE'S appraisal by no more than twenty percent (20%), then the adjusted rental rate shall be the average of the rental rates determined by the two appraisals. If the CITY's appraisal determines a Fair Market Rental Value that varies from LESSEE'S appraisal by more than twenty percent (20%), then, unless CITY and LESSEE agree on a rate themselves, the adjusted annual rental rate of the Leased Land shall be determined in accordance with the arbitration provisions contained in Article 19 of this LEASE. 3.6 Effective Date of Adjusted Rental Rate. The adjusted annual rental rate established by this Article 3 shall apply as of the Rental Adjustment Date if CITY provided a copy of the appraisal report to LESSEE no later than ninety (90) days before the Rental Adjustment Date. If the adjusted annual rental rate is based on CITY's late appraisal or late delivery of the appraisal report to LESSEE, the adjusted rental rate shall be effective beginning with the quarterly rental payment due date immediately following the date the CITY delivers the appraisal report to LESSEE. Notwithstanding the above, the exercise by either CITY or LESSEE of the objection procedure relating to rental adjustment described in this Article 3 shall not postpone LESSEE's obligation to pay rent at the rate established by CITY. LESSEE shall pay the amount of rent as established or adjusted by CITY until the question of objection to the rental rate is finally resolved. At such time the objection to the rental rate is resolved, an appropriate credit or adjustment shall be made retroactive to the date the new rental rate was established by CITY or in cases where CITY failed to obtain an appraisal or deliver the appraisal report to the LESSEE, to the Rental Adjustment Date. 3.7 Rent Payment Credits. LESSEE shall be excused from its obligation to pay annual rent provided that LESSEE (i) is not in default of any Lease provisions, (ii) is current in all other payments to CITY, and (iii) remains in possession and uses the Leased Land for the purposes of serving visitors and businesses in Seward and promoting economic development, tourism and community events. 3.8 Late Payment Charge. Rental payments not received by the due date shall bear interest until paid at a rate of 10.5% per annum, or the maximum rate permitted under Alaska law, whichever is less, plus a flat monthly late fee of $2.50, or such amount as may be established from time to time by CITY ordinance or resolution and relating to late fees for CITY leases generally. I:\Docs\43374106\Seward Chamber of Commerce Lease Fina1.wpd City of Seward. Seward Chamber of Commerce 5 ARTICLE 4 - USE OF LEASED LAND 4.1 Use of Leased Land. CITY has limited land available for lease. Use of the Leased Land by LESSEE has been determined by the City Council of CITY to be in the public interest. LESSEE'S use of any CITY-owned land outside the Leased Land is not permitted, and shall be deemed an act of default by LESSEE. 4.2 Obligations of LESSEE. LESSEE may use the Leased Land only in accordance with applicable CITY zoning code provisions and provided the following conditions are met: a) The Leased Land is to be completely cleaned and restored to its original condition upon termination of this LEASE. b) LESSEE agrees to prohibit the use, keeping, storage, or disposal of Hazardous Materials on the Leased Land. c) LESSEE shall not use the Leased Land in any manner or construct any facilities thereon which would inhibit the use of adjacent or other lands. d) LESSEE shall make such changes as are necessary or desirable, at Lessee's sole expense, to meet current building and fire code requirements. All such construction, improvements and repairs shall be completed by March 31,2004. 4.3 No Preferential Rights to Use Public Facilities. This LEASE does not grant to LESSEE any exclusive rights to use any public port or other public facilities constructed or operated byCITY. LESSEE will be subject to any tariffs, procedures, rules and regulations of CITY concerning the use of such facilities as they may now exist or from time to time be amended, and LESSEE shall not be entitled to any exclusive use. 4.4 Adequacy of Public Facilities. CITY makes no representations or warranties as to the fitness of any particular part or the whole of CITY's public facilities for the uses intended by LESSEE, and LESSEE has inspected those facilities and has satisfied itself that the facilities are sufficient for the intended uses by LESSEE. CITY makes no representations or warranties of any nature with respect to the commercial practicability or accuracy of any information provided by CITY. 4.5 Tariffs and Other Service Fees. CITY shall have the right to make amendments to its tariffs, regulations and scheduled fees from time to time even if those adjustments shall cost LESSEE more for its operations or use of public facilities, I:\Docs\43374106\Seward Chamber of Commerce Lease Final. wpd City of Seward. Seward Chamber of Commerce 6 I I I 4.6 and CITY is free to do so provided only that it does not impose any greater burden or higher rate upon LESSEE than upon any other similar user of the public facilities. Time for Payment of Utilities and Taxes. LESSEE will pay for utilities and taxes related to operations on the Leased Land and LESSEE's interest in this LEASE and improvements thereon, if any, before such obligations become delinquent; provided, that LESSEE may, in good faith and before such delinquency, contest any such charge or assessment. 4.7 Other Uses. This LEASE shall not preclude the CITY from actively seeking other and additional tenants for space including those who would be in competition with LESSEE orwho might be interested in leasing the Leased Land should this LEASE be terminated for any reason. ARTICLE 5 - UTILITIES AND RIGHTS OF ACCESS 5.1 Utilities. LESSEE shall pay, when due, all utilities utilized on the Leased Land. 5.2 Easements. In orderto provide for the orderly development of the Leased Land and adjacent lands, it may be necessary, desirable or required that street, railroad, water, sewer, drainage, gas, power line and other easements and dedications and similar rights be granted or dedicated over or within portions of the Leased Land. As additional consideration for this LEASE, CITY and LESSEE each shall, at the request of the other, join with each other in executing and delivering such documents from time to time and throughout the Lease Term as may be appropriate, necessary, or required by the several governmental agencies (including the City of Seward), public utilities and other users or tenants of CITY land for the purpose of granting such easements and dedications; provided, however, that such easements and dedications and similar rights do not unreasonably interfere with LESSEE's operations. The costs of locating or relocating any public easements or restrictions of record including any relocation of public road, railroad, utility, or other easements shall be at the sole cost and expense of the party requesting the relocation. CITY shall not refuse reasonable requests for such relocations provided those relocations do not interfere with or inhibit the overall development of CITY property or other public property. Any easements or rights of access granted to LESSEE by CITY need not be exclusive to LESSEE. ARTICLE 6 - CONSTRUCTION BY LESSEE 6.1 Improvements on Leased Land. In addition to the requirements of Section 4.2(d) of this Lease, LESSEE shall have the right to erect, maintain, alter, remodel, reconstruct, rebuild, build and/or replace buildings and other improvements on the Leased Land, subject to the following conditions: 1:\Docs\43374106\Seward Chamber of Commerce Lease Final. wpd City of Seward. Seward Chamber of Commerce 7 (a) The cost of any construction, reconstruction, demolition, or of any changes, alterations or improvements, shall be borne and paid for by LESSEE. (b) The Leased Land shall at all times be kept free of mechanic's and materialmen's liens. c) In a manner consistent with Section 4.2, LESSEE shall provide CITY with a copy of all building plans and specifications and a site development plan or plans (based on a recent survey) for the Leased Land prior to commencement of construction. (d) LESSEE is solely responsible for resurveying and locating improvements on the Leased Land in such manner not to violate building setback requirements or encroach into rights-of-ways or easements. On completion of any improvements, LESSEE shall provide CITY a copy of an as-built survey depicting the improvements as completed on the Leased Land. (e) Any general contractor employed by LESSEE or its sublessees shall be appropriately bonded by use of performance and labor and material payment bonds in the customary form when cost of the work is equal to or exceeds FIFTY THOUSAND DOLLARS ($50,000). Copies of all such bonds shall be furnished to CITY prior to commencement of construction. If the cost of the work is less than FIFTY THOUSAND DOLLARS ($50,000.00), LESSEE shall provide CITY, if no performance and labor and material bonds are provided by LESSEE, any necessary assurances or guarantees that the contemplated work will be performed by the general contractor or by LESSEE. I n the event that LESSEE elects to construct the facility with its own personnel and equipment, a performance bond shall be required when the cost of the work is equal to or exceeds FIFTY THOUSAND DOLLARS ($50,000). (f) CITY may, as contemplated by Alaska Statutes, give notice of non- responsibility for any improvements constructed or effected by LESSEE on the Leased Land. (g) LESSEE shall comply with all federal, state and local statutes and regulations with respect to such construction including any required finding by the City Council of Seward that such action is in the public interest. 6.2 City Review of Construction. CITY shall have the right to review initial plans, including those supplied to CITY under Sections 4.2 and 6.1 hereof, and any future changes or additions to LESSEE's facilities on the Leased Land, by reviewing the design thereof prior to the commencement of construction. CITY shall have the right to comment upon that design and to require LESSEE to make reasonable I:\Docs\43374106\Seward Chamber ofConunerce Lease Final.wpd City of Seward. Seward Chamber of Commerce 8 I I I changes so as to avoid interference with public operations, butthe exercise of these rights shall not imply any obligation to do so nor any obligation to do so nor any obligation to do so in a particular way. LESSEE shall construct the facility in accordance with final design specifications approved by CITY. CITY's representatives may monitor the work and shall have access to the site at all reasonable times. LESSEE shall be solely responsible for completing all improvements according to LESSEE's plans and specifications and shall bear all risk, responsibility, and liability for properly surveying the Leased Land before construction and to place all improvements on the Leased Land without encroaching upon any land, easements, rights-of-way, or setback requirements. LESSEE shall obtain the usual and customary performance guarantees from its contractors, and CITY shall be named as an additional insured. ARTICLE 7 - RETURN OF LEASED LAND/SITE CONDITIONS Subject to the provisions of Article 13.1 herein, upon termination of this LEASE for any reason, LESSEE shall return the Leased Land to CITY in the same condition as at the commencement of Lease Number RE 89-076, subject to normal, non-abusive use. The Leased Land shall be free of all Hazardous Materials and contamination arising out of or resulting from or occurring during LESSEE's operations or use of the Leased Land. ARTICLE 8 - FORCE MAJEURE In the event either LESSEE or CITY is delayed from performance of any of its obligations under this LEASE due to acts of God, acts of the enemies of the United States of America, sabotage, blockade, insurrection, riot, epidemic, fire, flood, explosion, earthquake/tsunami, civil disturbance, or war, the time period wherein such performance is to occur shall be extended by that amount of time necessary to compensate for the delay. ARTICLE 9 - CITY ACTS OF DEFAULT Each of the following shall be a "CITY Act of Default" under this LEASE and the terms "acts of default" and "default" shall mean, when they are used in this LEASE, any one or more of the following events: 9.1 Failure by CITY to fulfill, observe or perform any covenants or agreements on its part to be observed or performed under this LEASE for a period of thirty (30) days after written notice specifying such failure, requesting that it be remedied, and stating that it is a notice of default, has been given to CITY by LESSEE; provided, however, that if said default is such that it cannot be corrected within the applicable period, it shall not constitute an act of default if corrective action is instituted by I:\Docs\43374106\Seward Chamber of Commerce Lease Final. wpd City of Seward. Seward Chamber of Commerce 9 CITY within the applicable period and diligently pursued until the default is corrected. 9.2 Violation by CITY of any applicable laws or regulations of the United States, the State of Alaska, the Kenai Peninsula Borough, or the City of Seward or any conditions of any permits issued by agencies of the City of Seward, the Kenai Peninsula Borough, the State of Alaska or of the United States Government pursuant to the regulations of such agencies for a period of sixty (60) days after written notice specifying such violation has been given by the agency to CITY; provided, however, if such violation be such that it cannot be corrected within the applicable period, it shall not constitute an act of default if corrective action is instituted by CITY within the applicable period and diligently pursued until the violation is corrected. Furthermore, if CITY shall contest such alleged violation through appropriate judicial or administrative channels, the time period specified herein shall not commence until such proceedings are finally determined, provided such proceedings are diligently pursued. ARTICLE 10 - REMEDIES FOR CITY'S ACTS OF DEFAULT 10.1 Whenever an act of default by CITY shall have occurred, and any applicable period for giving notice and any opportunity to cure shall have expired, LESSEE shall have the following rights and remedies ih addition to any rights and remepies that may be given to LESSEE by statute, common law or otherwise: (a) Withhold payment of any rent otherwise due CITY to the extent of CITY's default; (b) Recover from CITY, whether this LEASE be terminated or not, reasonable attorney's fees and all other expenses incurred by LESSEE by reason of the default by CITY; and (c) Declare this LEASE terminated. 10.2 No expiration or termination of this LEASE shall expire or terminate any liability or obligation to perform of CITY's which arose 'prior to the termination or expiration except insofar as otherWise agreed to in this LEASE. 10.3 Each right and remedy of LESSEE provided for in this LEASE shall be cumulative and shall be in addition to every other right or remedy provided for in this LEASE, now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by LESSEE of anyone or more of the rights and remedies provided for in this LEASE, now or hereafter existing at law or in equity or by statute or otherwise, shall not preclude the simultaneous or later 1:\Docs\43374106\Seward Chamber of Commerce Lease Fina1.wpd City of Seward. Seward Chamber of Commerce 10 I I I exercise by LESSEE of any or all other rights or remedies provided for in this LEASE, now or thereafter existing at law or in equity or by statute or otherwise. 10.4 No delay or omission to exercise any right or power accruing following an act of default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. ARTICLE 11 - LESSEE'S ACTS OF DEFAULT Each of the following shall be a "LESSEE Act of Default" under this LEASE and the terms "acts of default" and "default" shall mean, whenever they are used in this LEASE, anyone or more of the following events: 11.1 Failure by LESSEE to pay promptly when due, and in no event later than twenty (20) days from the due date thereof, the rent required to be paid underthis LEASE. 11.2 Failure by LESSEE to observe, fulfill or perform any covenants, conditions or agreements on its part to be observed or performed under this LEASE, other than payment of rent or maintaining operations within the Leased Land, for a period of thirty (30) days after written notice specifying such failure, requesting that it be remedied, and stating that it is a notice of default, has been given to LESSEE by CITY; provided, however, that if said default is such that it cannot be corrected within the applicable period, it shall not constitute an act of default if corrective action is instituted by LESSEE within the applicable period and diligently pursued until the default is corrected. 11.3 The making by LESSEE of an assignment for the benefit of creditors, the filing of a petition in bankruptcy by LESSEE, the adjudication of LESSEE as insolvent or bankrupt, the petition or application by LESSEE to any tribunal for any receiver or any trustee for itself or for any substantial part of its property; or the commencement of any proceeding relating to LESSEE under any bankruptcy, insolvency, reorganization, arrangement or readjustment of debt law or statute or similar law or statute of any jurisdiction, whether now or hereafter in effect which shall remain undismissed for a period of six (6) months from the date of commencement thereof. 11.4 Violation by LESSEE of any laws or regulations of the United States, or of the State of Alaska, or any conditions of any permits issued by agencies of the City of Seward, the Kenai Peninsula Borough, the State of Alaska or of the United States Government applicable to LESSEE's use of the Leased Land, pursuant to the regulations of such agencies, for a period of sixty (60) days after written notice specifying such violation has been given by the agency charged with the enforcement of such laws, regulations or permits to LESSEE; provided, however, 1:\Docs\43374106\Seward Chamber of Commerce Lease Final.wpd City of Seward. Seward Chamber of Commerce 11 if such violation be such that it cannot be corrected within the applicable period, it shall not constitute an act of default if corrective action is instituted by LESSEE within the applicable period and diligently pursued until the violation is corrected. Furthermore, if LESSEE shall contest such alleged violation through appropriate judicial or administrative channels, the time period specified herein shall not commence until such proceedings are finally determined provided such proceedings are diligently pursued; provided, however, that any such extension oftime shall not be effective if the effect of the interim administrative or judicial action is to cause a stoppage, interruption or threat to the activities of any person or entity other than those of LESSEE. 11.5 Failure of LESSEE to maintain its operations within the Leased Land orto keep the public rights of way clear. 11.6 Abandonment of the Leased Land by LESSEE. ARTICLE 12 - REMEDIES FOR DEFAULT BY LESSEE Whenever an act of default by LESSEE shall have occurred, and any applicable period for giving notice and any opportunity to cure shall have expired, CITY shall have the following rights and remedies all in addition to any rights and remedies that may be given to CITY by statute, common law or otherwise: 12.1 CITY may distrain for rent due any of LESSEE's personal property which comes into CITY's possession. This remedy shall include the right of CITY to dispose of personal property distrained in any commercially reasonable manner. It shall be conclusively presumed that compliance with the procedures set forth in the Alaska Uniform Commercial Code (AS 45.29.601 - .628) with respect to sale of property shall be a commercially reasonable disposal. 12.2 CITY may re-enter the Leased Land and take possession thereof and, except for any personal property of LESSEE which CITY has waived its right to distrain under sub-paragraph 12.1 above, remove all personal property of LESSEE from the Leased Land. Such personal property may be stored in place or may be removed and stored in a public warehouse or elsewhere at the cost of LESSEE all without service of notice or resort to legal process, all of which LESSEE expressly waives. 12.3 In addition to the above, CITY may: (a) Declare this LEASE terminated; I:\Docs\43374106\Seward Chamber of Commerce Lease Fina1.wpd City of Seward. Seward Chamber of Commerce 12 I I I (b) Recover from LESSEE, whether this LEASE be terminated or not, reasonable attorney's fees and all other expenses incurred by CITY by reason of the breach or default by LESSEE; (c) Recover an amount to be due immediately on breach equal to the unpaid rent for the entire remaining term of this LEASE. (d) Recover all damages incurred by CITY by reason of LESSEE's default or breach including, but not limited to, the cost of recovering possession of the Leased Land, expenses of reletting including costs of necessary renovation and alteration of the premises, reasonable attorney's fees and any real estate commissions actually paid. (e) Remove or require the removal of any improvements constructed without CITY approval or constructed contrary to site development plans approved by CITY and recover all costs and expense incurred by CITY to remove violating improvements. 12.4 If LESSEE does not immediately surrender possession of the Leased Land after termination by CITY and upon demand by CITY, CITY may forthwith enter into and upon and repossess the Leased Land and expel LESSEE without being deemed guilty in any manner of trespass and without prejudice to any remedies which might otherwise be used for arrears of rent or breach of covenant. 12.5 No expiration or termination of this LEASE shall expire or terminate any liability or obligation to perform of LESSEE's which arose prior to the termination or expiration except insofar as otherwise agreed to in this LEASE. 12.6 Each right and remedy of CITY provided for in this LEASE shall be cumulative and shall be in addition to every other right or remedy provided for in this LEASE or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by CITY of anyone or more of the rights and remedies provided for in this LEASE or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by CITY of any or all other rights or remedies provided for in this LEASE or now or thereafter existing at law, or in equity or by statute or otherwise. 12.7 No delay or omission to exercise any right or power accruing following an act of default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. 1:\Docs\43374106\Seward Chamber ofConunerce Lease Fina1.wpd 13 City of Seward. Seward Chamber or Commerce ARTICLE 13 - TITLE TO IMPROVEMENTS INSTALLED BY LESSEE 13.1 Real Property Improvements. All improvements constructed by LESSEE on the Leased Land shall become the property of CITY upon termination of this LEASE for any reason; provided, however, that CITY may require LESSEE to remove any improvements designated by CITY and without cost to CITY. 13.2 Personal Property. Any other provisions of this LEASE to the contrary notwithstanding, LESSEE, upon termination ofthis LEASE for any reason, may, but need not, promptly remove trade fixtures and equipment from the Leased Land provided that LESSEE shall repair any damages to the Leased Land caused by such removal, no later than ninety (90) days from the termination of the LEASE. ARTICLE 14 - ASSIGNMENT OR SUBLEASE 14.1 Assignment of Lease or Subleasing. The parties recognize that this LEASE has been determined to be in the public interest by the City Council of CITY for the reasons set forth in the approving Resolution. The rights and duties created by the LEASE are personal to LESSEE and CITY has granted the LEASE in reliance upon the individual character and financial capability of LESSEE. Therefore, LESSEE shall not assign or sublet this LEASE. 14.2 Assignment of Lease for Security. Notwithstanding Section 14.1 above, LESSEE may assign, encumber or mortgage its interest in this LEASE or improvements on the Leased Land, by deed of trust or other security instrument, to an institutional lender ("Lender") for development of or operations on the Leased Land, provided that Lender shall be subject to all obligations of LESSEE under the terms of this LEASE upon foreclosure. CITY shall furnish Lender, at the address provided to CITY by Lender in writing, with notice of any default or breach of LESSEE under this LEASE. Lender shall have the right (without being required to do so and without thereby assuming the obligations of LESSEE under this LEASE) to make good such default or breach within thirty (30) days after written notice specifying such breach. Notwithstanding the provisions of Article 12 above, no "LESSEE Act of Default" shall exist until expiration of thirty (30) days after such notice is furnished to Lender; provided, (a) If Lender, with respect to any default or breach other than a failure to make any required payment of rent or other money, shall undertake within thirty (30) days after notice to cure the default or breach and shall diligently and in good faith proceed to do so, CITY may not terminate this LEASE or relet the Leased Land unless Lender fails to cure the default or breach within a reasonable period of time thereafter; and I:\Docs\43374106\Seward Chamber of Conunerce Lease Final. wpd City of Seward. Seward Chamber of Commerce 14 (b) If the default for which notice is given is a breach of Section 11.3, CITY shall not exercise any of the remedies afforded to it under Article 12 above so long as LESSEE or Lender remains in possession of the Leased Land and satisfies LESSEE's obligations under the terms of this LEASE. Upon foreclosure or other assertion of its security interest, Lender may further assign, transfer, or dispose of its interests, provided that any Lender and subsequent assignee, purchaser or transferee shall not be entitled to rent payment credits of Section 3.7 and shall otherwise remain bound by each and every term of this LEASE. ARTICLE 15 . LESSEE'S DUTY TO DEFENDIINDEMNIFY LESSEE shall defend, indemnify and hold harmless CITY, its officials. employees, agents, and contractors from any and all liability or claims for damages, including personal injuries, environmental damage, death and property damage arising out of or resulting from LESSEE's use of the Leased Land or the use of the Leased Land by LESSEE's sublessees, ~ssignees, agents, contractors or the public, except for damages arising from the sole negligence or willful acts or omissions of CITY, its officials. employees, agents, or contractors. If any action or proceeding is brought against LESSEE by reason of any such occurrence, LESSEE shall notify CITY promptly in writing of such action or proceeding. ARTICLE 16. CITY'S DUTY TO DEFENDIINDEMNIFY CITY shall defend, indemnify and hold LESSEE harmless from any and all liability or claims for damages, including personal injuries, death and property damage arising from the sole negligence or willful acts or omissions of CITY, its officials. employees, agents, or contractors. ARTICLE 17 . INSURANCE 17.1 Minimum Insurance Requirements. Prior to commencement of the Lease Term or LESSEE'S occupancy of the Leased Land, LESSEE shall procure and maintain, at LESSEE's sole cost and expense, comprehensive commercial general liability insurance with limits of liability of not less than TWO MILLION DOLLARS ($2,000,000) for all injuries and/or deaths resulting to anyone person and TWO MILLION DOLLARS ($2,000,000) limit from anyone occurrence. The comprehensive commercial general liability insurance shall include coverage for personal injury. bodily injury, and property damage or destruction. Coverage under such policies of insurance shall also include collapse and underground property damage hazards. Contractual liability insurance coverage in the amount of not less than TWO MILLION DOLLARS ($2,000,000) is also required. 1:\Docs\43374106\Seward Chamber of Commerce Lease Final. wpd City of Seward # Seward Chamber of Commerce 15 -'---~..._'-"-------_..._-~ - LESSEE shall obtain owned and non-owned automobile liability insurance with I limits of liability of not less than ONE MILLION DOLLARS ($1,000,000) per occurrence combined single limit for bodily injury and property damage. LESSEE shall also maintain workers' compensation insurance as required under Alaska law. The minimum amounts and types of insurance provided by LESSEE shall be subject to revision at the sole discretion of CITY in accordance with standard insurance practices, in order to provide continuously throughout the term of this LEASE and any extensions hereof, a level of protection consonant with good business practice and accepted standards in the industry. Such factors as changes in the type of or extent of use of the Lease Land, increases in the cost of living, inflationary pressures, and other considerations, shall be utilized in assessing whether the minimum insurance requirements should be increased. CITY shall notify LESSEE of any required increase in insurance coverage. All insurance policies shall provide for thirty (30) days' notice of cancellation and/or material change to be sent to CITY at the address designated in ARTICLE 37 of this LEASE. All such policies shall be written by insurance companies legally authorized or licensed to do business in the State of Alaska, and acceptable to CITY (Best's Rating B+ or better). CITY shall be listed as an additional insured under all insurance policies. LESSEE shall furnish CITY, on forms approved by CITY, I certificates evidencing that it has procured the insurance required herein prior to the occupancy of the Leased Land or operation by LESSEE. Insurance policy deductibles are subject to approval by CITY. Nothing herein contained shall prevent LESSEE or CITY from placing and maintaining at CITY's or LESSEE's own individual cost and expense, additional or other insurance as may be desired. The minimum insurance requirements under this LEASE shall not act to limit LESSEE's liability for any occurrence and shall not limit LESSEE's duty to defend and indemnify CITY for claims related to this LEASE or the Leased Land. 17.2 Subrogation Rights Waived. To the extent permitted by law, LESSEE hereby releases CITY, its elected and appointed officials, employees and volunteers and others working on behalf of CITY from any and all liability or responsibility to LESSEE or anyone claiming through or under LESSEE by way of subrogation or otherwise, for any loss of any kind (including damage to property caused by fire or any other casualty), even if such loss shall have been caused by the fault or negligence of the CITY, its elected or appointed officials, employees or volunteers or others working on behalf of the CITY. This provision shall be applicable and in full force and effect only with respect to loss or damage occurring during the time of LESSEE's occupancy or use, and LESSEE's policies of insurance shall contain a clause or endorsement to the effect that such release shall not adversely affect I I:\Docs\43374106\Seward Chamber of Commerce Lease Final.wpd City of Seward. Seward Chamber of Commerce 16 or impair such policies or prejudice the right of LESSEE to recover thereunder except as against CITY (including its elected and appointed officials, employees and volunteers and others working on behalf of CITY) during the time of LESSEE's occupancy or use. LESSEE agrees that its policies of insurance will include such a clause or endorsement. ARTICLE 18 - CONDEMNATION If all or any part of the Leased Land is condemned for a public use by any government agency or other duly authorized entity, CITY and LESSEE shall each make a claim against the condemning or taking authority for the amount of any damage incurred by or done to them respectively as a result of the taking. Neither LESSEE nor CITY shall have any rights in or to any award made to the other by the condemning authority; provided, that in the event of a single award to CITY which includes specific damages for loss of LESSEE's leasehold interest, CITY shall transmit to LESSEE the amount of such specific damages so found, if any. If part but not all of the Leased Land is condemned for public use, LESSEE shall make a good faith determination as to whether or not the taking of the part of the Leased Land designated for condemnation will prevent it from continuing to operate on the Leased Land. If LESSEE determines in good faith that the condemning of such part ofthe Leased Land will prevent it from continuing to operate on the Leased Land, LESSEE may notify CITY in writing to this effect, and this LEASE shall then be terminated for all purposes effective fifteen (15) days from the date LESSEE sends such notice to CITY, or at such other later date as LESSEE shall specify in its notice, and such termination shall be treated in the same manner as a termination at the expiration of the term of this LEASE. LESSEE shall, as a condition precedent to such termination, remove all encumbrances, debts and liens to which the Leased Land is subject. If at the time of such partial taking for public use, LESSEE determines that such partial taking will not prevent it from continuing to operate, then LESSEE and CITY shall negotiate an equitable and partial abatement of the rent beginning to be effective on the actual date when LESSEE is effectively prevented from utilizing the condemned land. ARTICLE 19 -ARBITRATION 19.1 Arbitration. (a) Disputes between the parties with respect to the performance of this LEASE that cannot be resolved by the parties, shall be submitted to an independent arbitrator for a settlement pursuant to the provisions of the Alaska Uniform Arbitration Act (AS 09.43.010 et. sea.), as it now exists or may hereafter be amended from time to time, and judgment on the award may be entered in any Superior Court in the State of Alaska. Notwithstanding the foregoing, J:\Docs\43374106\Seward Chamber of Commerce Lease Final. wpd City of Seward ~ Seward Chamber Of Commerce 17 arbitration shall not be applicable to claims or disputes involving a requested I remedy having a value of more than Fifty Thousand Dollars and No/100s ($50,000) (exclusive of interest and costs). All demands for arbitration and all answering statements thereto that include any claim must contain a statement that the total sum or value in controversy, as alleged by the party making such demand or answering statement, is not more than Fifty Thousand Dollars and No/100s ($50,000.) The arbitrator will not have jurisdiction, power, or authority to consider or make findings (except to deny jurisdiction) concerning any claim, counterclaim, dispute or other matter in question where the amount in controversy of any such claim, counterclaim, dispute or matter is more than Fifty Thousand Dollars and No/100s ($50,000). The costs and expenses of arbitration shall be shared equally by the parties, and each party shall bear its own attorney's fees and costs. (b) Arbitration procedures shall be applicable only to contract, negligence, and similar claims arising from or related to this LEASE, and shall not be used to resolve or determine any claim based upon fraud, intentional misrepresentation, nor any claim based on conduct that is a felony crime in the State of Alaska. (c) Written notice of requests for arbitration of disputes may be served by either party to this LEASE upon the other party. Arbitration of any dispute or claim I shall be determined by a single arbitrator selected from a list of not less than five arbitrators obtained from the presiding Superior Court Judge or other appropriate judicial officer in Anchorage, Alaska. The arbitrator shall be a person who (a) has not less than five (5) years legal experience in the State of Alaska prior to appointment; and (b) such legal experience includes substantial experience with long-term commercial real property transactions. Each party shall be provided with a copy of the list and shall be afforded a maximum of ten (10) working days to become familiar with the qualifications of the prospective arbitrators. The arbitrator shall be selected by each party, commencing with the party demanding the arbitration, striking one name from the list until only a single name remains. (d) Arbitration hearings shall be conducted in Anchorage, Alaska or such other location as the parties may agree. Each party shall produce at the request of the other party, at least thirty (30) days in advance of such hearing, all documents to be submitted at the hearing and such other documents as are relevant to the issues or likely to lead to relevant information. (e) In deciding the claim or dispute, the arbitrator shall follow applicable Alaska law, and the written decision shall be supported by substantial evidence in the record. Failure to apply Alaska law, or entry of a decision that is not I 1:\Docs\43374106\Seward Chamber of Corrunerce Lease Final. wpd 18 City of Seward - Seward Chamber of Commerce based on substantial evidence in the record, shall be additional grQunds for modifying or vacating an arbitration decision. ARTICLE 20 - MAINTENANCE AND REPAIRS 20.1 Normal Maintenance. During the entire term of this LEASE and extension hereof, if any, LESSEE shall, at LESSEE's sole cost, risk and expense, maintain the Leased Land, including any improvements placed thereon by LESSEE, in as good condition as received or constructed by LESSEE, subject to normal, non-abusive use. CITY, at CITY's sole option and expense, may, prior to the commencement of construction by LESSEE, perform maintenance and preventative work on the Leased Land, exclusive of improvements placed thereon by LESSEE, in order to prevent erosion, mitigate damage to plants and animals, or prepare the Leased Land for eventual development by LESSEE or others. Any such work performed by CITY shall be at CITY's sole expense and risk unless LESSEE agrees, in advance and in writing, to share such expense and risk. LESSEE shall maintain in first class condition at all times all fire, pollution and other protective equipment placed on the Leased Land. 20.2 Safety Issues. CITY may notify LESSEE in writing of any deficiencies in the performance of LESSEE's maintenance responsibilities as they relate to public health or safety and LESSEE shall promptly within thirty (30) days of receipt of such notice advise CITY in writing of its proposed schedule for performance of any work necessary to cure such deficiencies. If such deficiencies relate to the safety of LESSEE's operation such that the surrounding land and harbor facilities are exposed to risk, unnecessary potential hazards, or a risk to the public interest (as distinguished from a business risk), or if CITY is not satisfied with the proposed schedule of repairs either because of the delays therein or the scope of the repairs, then CITY may engage an independent engineering consultant well-versed and experienced who shall furnish to CITY a comprehensive survey and report forthe purpose of establishing both the need and urgency to perform such maintenance work. As soon as practicable following receipt of said engineer's determinations and recommendations, if the report requires repair then LESSEE shall pay the cost of the report and perform such work in accordance therewith at LESSEE's cost, risk and expense. 20.3 Cost of Repairs. Should LESSEE dispute the necessity of any maintenance work as being necessary or advisable or reasonable to protect the public facilities on adjacent land, it may submit the matter to arbitration; provided, however, that pending the decision of the arbitrator it shall fully comply with the maintenance requests. If an arbitration award should ultimately find that the repairs were not necessary then LESSEE may either deduct from future rental payments the cost of [:\Docs\43374106\Seward Chamber of Commerce Lease Final. wpd City of Seward - Seward Chamber of Commerce 19 ------ - ------__.~M____ such repairs or be reimbursed therefor. In deciding whether repairs requested by I CITY or required by an engineering report are necessary, the arbitrator is to give primary consideration to the safety and welfare of the Seward harbor facilities and the citizens of Seward in light of the highest standards in the industry. If any facility or service provided by CITY to the Leased Land shall become inadequate due to changes in environmental control standards or should any facility require updating or improvement by reason of a change in LESSEE's use of the Leased Land or operations therefrom, LESSEE shall either construct such improvements at LESSEE's own cost or reimburse CITY for such work at the option of CITY. ARTICLE 21 - ENVIRONMENTAL CONCERNS 21.1 Hazardous Materials. (a) Condition of Site. LESSEE has had full opportunity to examine the site for the presence of any Hazardous Material and accepts the site in "as is" condition. LESSEE acknowledges it has been in possession and control of the Leased Land since 1989. (b) Release of CITY. LESSEE releases CITY from any and all claims, demands, I penalties, fines, judgments, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney's fees, court costs, litigation expenses, and consultant and expert fees) arising prior to, during and after the term of this LEASE, and resulting from, the use, keeping, storage or disposal of Hazardous Material on the Leased Land by LESSEE, or arising out of or resulting from LESSEE's operations at the Leased Land except for those claims arising out of CITY's sole negligence or intentional misconduct. This release includes, without limitation, any and all costs incurred due to any investigation of the Leased Land or any cleanup, removal or restoration mandated by a federal, state or local agency or political subdivision or by law or regulation. (c) Use of Hazardous Materials on the Site. (i) LESSEE shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Leased Land. (ii) LESSEE shall not discharge, leak or emit, or permit to be discharged, leaked or emitted, any material into the atmosphere, ground, ground water, sewer system or any body of water, if such material (as reasonably determined by the City, or any governmental authority) does or may, pollute I I:\Docs\43374106\Seward Chamber of Commerce Lease: Final.wpd City of Seward. Seward Chamber of Commerce 20 or contaminate the same, or may adversely affect the (a) health, welfare or safety of persons, whether located on the Leased Land or elsewhere; or (b) condition, use or enjoyment of the Leased Land or any other area or personal property. (iii) LESSEE shall give immediate notice to CITY of any violation or potential violation of the provisions of this subparagraph. (d) Indemnification of CITY. LESSEE shall defend, indemnify and hold CITY harmless from and against any claims, demands, penalties, fines, judgments, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney, consultant and expert fees, court costs and litigation expenses) of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any way related to: (i) The presence, disposal, release or threatened release of any such Hazardous Material which is on or from the Leased Land, soil, water, ground water, vegetation, buildings, personal property, persons, animals or otherwise; (ii) Any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Material or any use of the Leased Land; (iji) Any lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Material or any use of the Leased Land; and/or (iv) Any violation of any laws applicable thereto; provided, however, that this Section 21.1 (d) shall apply only ifthe acts giving rise to the claims, demands, penalties, fines, judgments, liabilities, settlements, damages, costs or expenses (1) occur prior to or during the term of this LEASE; and (2) arise in whole or in part from the use of, operations on, or activities on the Leased Land by LESSEE or LESSEE's employees, agents, invitees, contractors, subcontractors, authorized representatives, subtenants or any other persons. The provisions of this subparagraph shall be in addition to any other obligations and liabilities LESSEE may have to CITY at law or equity and shall survive the transactions contemplated herein and shall survive the termination of this LEASE. (e) Operator. For all purposes, LESSEE shall be deemed the operator of any facility on the Leased Land. I:\Docs\43374106\Seward Chamber of Commerce Lease Final.wpd City of Seward. Seward Chamber of Commerce 21 (f) Hazardous Material Defined. As used in this LEASE, Hazardous Material is any substance which is toxic, ignitable, reactive, or corrosive or which is regulated by any Environmental Law. Hazardous Material includes any and all material or substances which are defined as "hazardous waste," "extremely hazardous waste" or a "hazardous substance" under any Environmental Law. Notwithstanding any statutory petroleum exclusion, for the purposes of this LEASE, the term Hazardous Material includes, without limitation, petroleum, including crude oil or any fraction thereof, petroleum soaked absorbent material and other petroleum wastes. (g) Environmental Law Defined. As used in this LEASE, Environmental Laws include any and all local, state and federal ordinances, statutes, and regulations, as now in force or as may be amended from time to time, relating to the protection of human health and the environment, as well as any judgments, orders, injunctions, awards, decrees, covenants, conditions, or other restrictions or standards relating to same. Environmental Laws include, by way of example and not as a limitation of the generality of the foregoing, the Resource Conservation and Recovery Act of 1976, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Clean Water Act, and the Superfund Amendments and Reauthorization Act of 1986. 21 .2 Permits and Reporting. (a) Permits Required by Other Governmental Agencies. LESSEE shall obtain all permits or approvals required by any applicable law or regulation. Copies of all such permits shall be provided to CITY prior to LESSEE commencing work under this LEASE. LESSEE shall promptly make all reports to any federal, state or local government or agency required by any permit or Environmental Law, including reports of any spill or discharge of Hazardous Material. The CITY, through the City Manager, may order LESSEE to immediately cease any operations or activities on the Leased Land if the same is being carried out without necessary permits, in violation of the terms of any permit or Environmental Law, or contrary to this LEASE. (b) Correspondence With and Reports to Environmental Agencies. LESSEE shall immediately provide CITY with copies of all correspondence and notice, including copies, of all reports between LESSEE and any state, federal or local government or agency regulating Hazardous Material which relates to LESSEE's operations on or use of the Leased Land. I:\Docs\43374106\Seward Chamber of Commerce Lease Final.wpd City of Seward. Seward Chamber of Commerce 22 I I I ARTICLE 22 - ESTOPPEL CERTIFICATES Either party shall at any time and from time to time upon not less than ten (10) days' prior written request by the other party, execute, acknowledge, and deliver to such party, or to its designee, a statement in writing certifying that this LEASE is unamended and in full force and effect (or, if there has been any amendment thereof, that the same is in full force and effect as amended and stating the amendment or amendments), that there are no defaults existing (or, if there is any claimed default, stating the nature and extent thereof); and stating the dates to which the rent and other charges have been paid in advance. ARTICLE 23 - NO WAIVER OF BREACH No failure by either CITY or LESSEE to insist upon the strict performance by the other of any term, covenant or condition of this LEASE or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or of such terms, covenants or conditions. No waiver of any breach shall affect or alter this LEASE, but each and every term, covenant and condition of this LEASE shall continue in full force and effect with respect to any other then existing or subsequent breach. ARTICLE 24 - TIME OF THE ESSENCE Time is of the essence of this LEASE and of each provision. ARTICLE 25 - COMPUTATION OF TIME The time in which any act provided by this LEASE is to be done by shall be computed by excluding the first day and including the last, unless the last day is a Saturday, Sunday or a holiday, and then it is also excluded. ARTICLE 26 - SUCCESSORS IN INTEREST Each and all of the terms, covenants and conditions in this LEASE shall inure to the benefit of and shall be binding upon the successors in interest of CITY and LESSEE. ARTICLE 27 - ENTIRE AGREEMENT This LEASE contains the entire agreement of the parties with respect to the matters covered by this LEASE, and no other agreement, statement or promise made by any party which is not contained in this LEASE shall be binding or valid. I:\Docs\43374106\Seward Chamber of Commerce Lease Final. wpd City of Seward. Seward Chamber of Commerce 23 ARTICLE 28 - GOVERNING LAW This LEASE shall be governed by, construed and enforced in accordance with the laws of the State of Alaska. The terms of this LEASE are subject in all respects to the Charter and Code of Ordinances of CITY in effect on the date of this LEASE, and as they may be hereafter amended, including without limitation, Chapter 7.05 of the Seward City Code. ARTICLE 29 - PARTIAL INVALIDITY If any provision of this LEASE is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder ofthe provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated. ARTICLE 30 - RELATIONSHIP OF PARTIES Nothing contained in this LEASE shall be deemed or construed by the parties or by any third person to create the relationship of principal and agent or of partnership or of joint venture or of any association between CITY and LESSEE; and neither the method of computation of rent, nor any other provisions contained in this LEASE nor any acts of the parties, shall be deemed to create any relationship between CITY and LESSEE other than the relationship of lessee and lessor. ARTICLE 31 -INTERPRETATION The language in all parts of this LEASE shall in all cases be simply construed according to its fair meaning and not for or against CITY or LESSEE as both CITY and LESSEE have had the opportunity to seek assistance of counsel in drafting and reviewing this LEASE. ARTICLE 32 - NUMBER AND GENDER In this LEASE, the neuter gender includes the masculine and the feminine, and the singular number includes the plural; the word "person" includes corporation, partnership, firm or association wherever the context so requires. ARTICLE 33 - MANDATORY AND PERMISSIVE "Shall," "will" and "agrees" are mandatory; "may" is permissive. I:\Docs\43374106\Seward Chamber of Commerce Lease Final.wpd City of Seward ~ Seward Chamber of Commerce 24 I I I ARTICLE 34 - CAPTIONS Captions of the articles, paragraphs and subparagraphs of this LEASE are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this LEASE. ARTICLE 35 - AMENDMENT This LEASE is not subject to amendment except in writing executed by both parties hereto. ARTICLE 36 - NOTICES All notices, demands or requests from one party to another shall be delivered in person or be sent by mail, certified or registered, postage prepaid, to the addresses stated in this Article and to such other persons and addresses as either party may designate. Notice by mail shall be deemed to have been given at the time of mailing. All notices, demands and requests from LESSEE to CITY shall be given to CITY at the following address: City Manager CITY OF SEWARD PO Box 167 Seward, Alaska 99664 All notices, demands or requests from CITY to LESSEE shall be given to LESSEE at the following address: Seward Chamber of Commerce and Convention and Visitor's Bureau PO Box 749 Seward, Alaska 99664 Each party shall have the right, from time to time, to designate a different address by notice given in conformity with this Article. ARTICLE 37 - FIRE PROTECTION LESSEE shall at its sole cost, risk and expense provide fire protection to its operations on the Leased Land and fire prevention to industry standards for risks to adjacent facilities such that those risks are minimized. LESSEE shall continue to provide I:\Docs\43374106\Seward Chamber of Commerce Lease Final.wpd City of Seward. Seward Chamber of Commerce 25 and maintain industry accepted standards of fire protection such that the City of Seward's I ISO rating is not degraded by reason of LESSEE'S operation. The parties agree that with the rapid expansion of technology in the field of fire prevention and control LESSEE's obligations hereunder may vary during the term of this LEASE and CITY may submit LESSEE's compliance with its obligation hereunder to arbitration not more frequently than once each five years. I I I:\Docs\43374106\Seward Chamber ofComrnerce Lease Final.wpd City of Seward. Seward Chamber of Commerce 26 IN WITNESS WHEREOF, the parties hereto have set their hands and seals the dates herein set forth. CITY: LESSEE: CITY OF SEWARD SEWARD CHAMBER OF COMMERCE AND CONVENTION AND VISITOR'S BUREAU vJ.~LL By: W. Scott/Janke Its: City Manager Date: H~/ ~S- (67-- ATTEST: ~~~:.::.-~ Date: I f) J 15 } D 2. Ci lerk ,\",,,",,,, ~..", Of Sc~ "'##. .:0 ~~ ......... ~ ..#. .: ,.~?..~OlJfA.!.. ~ ;0:,. ~ "... . ""'V'~:.. ~ ~ ! -+- ~\ S - . \ - 5.1 SEAL J.: ~ . . . ~ \ ....- II ~ ~."lt. 91"''t:~.(S ~ ~~.It~";:;J.l!..t,~~q-....~ "'V,.; 4::- OF ~ "V- "'hUll"" Je (City Seal) I:\Docs\43374106\Seward Chamber of Commerce Lease Final.wpd City of Seward.. Seward Chamber 0' Commerce 27 STATE OF ALASKA ) ) ss. ) I THIRD JUDICIAL DISTRICT THIS IS TO CERTIFY that on this day of , 2002, before me, the undersigned, a Notary Public in and for the State of Alaska, personally appeared W. Scott Janke, known to me and to me known to be the City Manager for the City of Seward, Alaska, and authorized to execute documents on its behalf, and is the individual named in and who executed the foregoing document on behalf of the City of Seward for the uses and purposes therein set forth. :::::::::::::::::: . . . . . . . . . . . . . . . . . , WITNESS my hand and notarial seal the day and year first hereinabove written:~: ~: ~: ~: ~:: . . . . . . . . . . . . . . . . . :::~::::::::::::: Notary Public in and for Alaska MyCommission Expires: STATE OF ALASKA ) ) ss. ) I THIRD JUDICIAL DISTRICT THIS IS TO CERTIFYthaton this dayof , 2002, before me, a Notary Public in and for Alaska, personally appeared , to me known to be the person who executed the foregoing instrument on behalf of the Seward Chamber of Commerce and Convention .......... and Visitor's Bureau She/He acknowledged to me that she/he executed the same freely :::::::::::::: and voluntarily on behalf of said corporation. She/he stated to me under oath that she/he :~: i :j:i is the of the said corporation, has been authorized by the Board of ':;.'. .... Directors of the said corporation to execute said instrument on its behalf, and has full:::-: -: .:-::::: power and authority to execute the same. . .' :. :. :. :.' . IN WITNESS WHEREOF, I hereunto set my hand and seal. Notary Public in and for Alaska My Commission Expires: I:\Docs\43374106\Seward Chamber ofConunerce Lease Final.wpd City of Seward. Seward Chamber of Commerce I 28 STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) THIS IS TO CERTIFY that on this J ~ day of 0 c-tobe....r- , 2002, before me, the undersigned, a Notary Public in and for the State of Alaska, personally appeared W. Scott Janke, known to me and to me known to be the City Manager for the City of Seward, Alaska, and authorized to execute documents on its behalf, and is the individual nameq in and who executed the foregoing document on behalf of the City of Seward for the uses and purposes therein set forth. WITNESS myJland.and notarial seal the day and year first her inabove written. . - STATE OF ALASKA -, -, ,.". ) ) ss. THIRD JUDICIAL DISTRICT ) THIS IS TO CERTIFY that on this /5'7'1+ dayof tJe-r()AeiL- , 2002, before me, a Notary Public in and for Alaska, personally appeared ~ r~~ 14 . 'R fi ' to me known to be the person who executed the foregoing instrum nt on behalf of the Seward Chamber of Commerce and Convention and Visitor's Bureau She/He acknowledged to me that she/he executed the same freely and voluntarily on behalf of said corporation. She/he stated to me under oath that she/he is the tJ./6 r .piL- of the said corporation, has been authorized by the Board of Directors of the said corporation to execute said instrument on its behalf, and has full power and authority to execute the same. IN WITNESS WHEREOF, I hereunto set my hand and seal. ~1Il~' ~ ~ ~...~~<9. . '- ./ . . .$'~" "'~i-% Notary Public In and r Alaska fNCYrARY\ l.:., My Commission Expires: mn1 ~~ ;J./)~ 3 . to. ~'.\ PUBUC ':''if-;,-i .. .i .\')~ 0';.... . a!f'.~i' 'fl'i'o~'~\.~ c~. 'llliil'.lfl~~ I:\DOcs\43374106\Sewartl Chamber uf Commerce:' Lease Finlll.wpd City of SeWlrd . Seward Chamber of CommtfC8 28