HomeMy WebLinkAboutRes2001-135
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 2001-135
A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO
AN AGREEMENT WITH SEWARD SHIP'S DRYDOCK, INe. FOR
CONSTRUCTING, MAINTAINING AND OPERATING CERTAIN
FACILITIES TO BE BUILT UTILIZING MONEY RECEIVED FROM THE
STATE UNDER A GRANT AGREEMENT
WHEREAS, the City of Seward ("City") has entered into Grant No. 02-DC-039 with the
State of Alaska, Department of Community and Economic Development, Division of Community
and Business Development ("Great Agreement") for construction, operation and maintenance of
facilities in Seward, Alaska; and
WHEREAS, the facilities to be constructed using the Grant Agreement money are
located on land that is currently owned by the City and leased to Seward Ship's DryDock, Inc.
("SSD") under a lease dated April 1995, as amended (the "Lease"); and
WHEREAS, certain utilities to be constructed using the Grant Agreement money may be
outside of the area covered by the Lease but will be within the land area now under management
of SSD, pursuant to the Management and Operating Agreement entered into between the City
and SSD, dated March 30, 2000, as amended; and
WHEREAS, the facilities to be constructed using the Grant Agreement money will be
public facilities owned by the City and used for public purposes; and
WHEREAS, it is in the best interest ofthe City to comply with the Grant Agreement
entered into with the State and thereby the City is to serve as a pass through entity and SSD will
utilize the grant money for the requirements and the purposes as described in the Grant
Agreement; and
WHEREAS, the City will retain an administrative fee to inspect and oversee all work
accomplished under the Grant Agreement; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF SEWARD, ALASKA, that:
CITY OF SEWARD, ALASKA
RESOLUTION 2001-135
Section 1. It is in the best interest of the City to enter into an Agreement with SSD in
substantially the form as attached hereto for construction, maintenance and operation of the
facilities to be constructed using the money available under the Grant Agreement No. 02-DC-039.
Section 2. The City Manager is authorized to enter into the attached agreement on behalf
of the City. The Agreement is to be effective only in accordance with its terms, including
satisfaction of all conditions precedent.
Section 3. This Resolution shall take effect immediately upon its adoption.
PASSED AND APPROVED by the City Council ofthe City of Seward, Alaska this 17th
day of October, 2001.
THE CITY OF SEWARD, ALASKA
le I ('l.~ ~Lt
Edgar Blatchford, Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
Blatchford, Brossow, Calhoon, Clark, Shafer
Branson
None
Orr
ATTEST:
(City Seal)
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ASSIGNMENT AND ACCEPTANCE OF RIGHTS AND RESPONSIBILITIES
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The CITY OF SEWARD, a Municipal Corporation (referred to herein as the "City"),
Assignor, P.O. Box 167, Seward,AJaska99664, by this instrument ("Assignmenr) and for the
consideration hereinafter specified, assigns and transfers to SEWARD SHIP'S DRYDOCK,
INC., an Alaska corporation (referred to herein as "SSD"), Assignee, P. O. Box 944, Se\Nard,
Alaska 99664, its rights and responsibilities in the City's Grant Agreement Number 02-DC-
039 ("Grant Agreemenr) with the State of Alaska, Department of Community and Economic
Development, Division of Community and Business Development (the "State") for
construction, operation and maintenance of facilities in Seward, Alaska, and SSD accepts
the assignment and rights and responsibilities as more specifICally described hereinafter and
agrees to operate and maintain the facilities to be constructed. This Assignment does not
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release the City from its responsibilities under the Grant Agreement.
1. The Project. The State has agreed to provide grant funds for construction eX the
improvements described in Attachment A to the GrantAgreement (the "Project"). The Project
shall include, but not be limited to, installation of water line extensions with a 10" main and two
fire hydrants, and extensions to a ne\N fabrication shop and employee crf!NII quarters; and
sewer line extensions with c1eanouts per Exhibit 1 attached. The Project shall be owned by
the City and located on land owned by the City and currently leased to SSD under a lease
dated April 25, 1995, as amended (the "Lease") orwithin the boundaries of the area managed
and operated by SSD under a Management and Operating Agreement dated March 30,
2000. as amended.
2. Rights Assigned. The rights assigned hereby include all of the City's rights and
I responsibilities under the Grant Agreement, with SSD deemed to be the GranteR~sC~roED
J:\DOCS\43371001Iassigmnent.wpd 1 NOV 0 2 2001
OCED-Grants Section
term is used in the Grant Agreement, and in accordance with this Assignment. This
Assignment does not release the City from its responsibilities under the Grant Agreement.
The City shall retain $100,000 of the Grant Agreement funds for the City's administrative
purposes, $23,600 shall be available to SSD for administrative purposes, and the remaining
$876,400 shall be available to SSD for construction of the City's Project as described in the
Grant Agreement. All notices, reports and audits required by the Grant Agreement to be
provided by the Grantee shall be prepared by SSD and provided to the City and the State.
Such notices, reports and audits shall be provided to the City ten days prior to the date due
to the State, and unless the State agrees to accept such notices, reports and audits directly
from SSD, the City shall have the right to require changes necessary to conform to the Grant
Agreement.
3. Responsibilities Accepted and Assumed. SSD hereby accepts the assignment
and accepts the responsibilities to proceed with and complete the Project and to assume the
City's obligations and pay all sums due under the Grant Agreement and all contracts
pertaining to the project, and to release, protect, defend and save harmless the City, its
offICials, employees, and authorized representatives against any loss, cost, damage,
expense, judgment or liability of any kind whatsoever, from or by reason of or as a result of the
activityof SSD, its employees, agents and contractors. As furthertonsideration, SSD agrees
to operate, maintain and insure the Project facilities at its sole expense.
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4. Representations and Warranties. SSD hereby represents and warrants that:
. It has read and understands the requirements of the Grant Agreement, and
accepts full liability and responsibility to comply with all of the duties in the Grant
Agreement, express or implied, attributed to the Grantee therein.
. It is familiar with and will comply with all applicable federal, state and local laws
and regulations.
. It has taken all necessary corporate action required to enter into this
Assignment as a valid and binding obligation of SSD.
. It has the knowledge and expertise to properly accomplish all c:A its duties under
this Assignment and the Grant Agreement
. It understands that the Project facilities are being constructed with public funds,
for a public purpose.
. It acknowledges that. upon termination c:A this Assignment or the Lease, the
Project continues to be owned by the City and shall not be "improvements
constructed by the Lessee8 for purposes c:A payments to be made under
Section 7 of the Lease.
. No hazardous materials shall be used or stored in the Project facilities except
in accordance with applicable State and federal environmental laws and
regulations.
. These representations and warranties shall survive termination of this
Assignment.
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5. Effective Date and Term. This Assignment and acceptance shall not take effect
and neither party shall be bound until:
· a resolution validly adopted by City Council approving this Assignment has
become effective;
· SSD has purchased the insurance policies described in Appendix 82 of the
Grant Agreement and Sections 11 (a) and 11 (b) of this Assignment and
provided City evidence of the same; and
. the State has consented to this Assignment.
Unless sooner term inated, the term of this Assignment shall commence on the Effective
Date and continue until the earlier of the termination of the Lease covering the land on which
the Project is located or December 31, 2004. All construction by SSD shall be completed no
later than June 30, 2003.
6. Assignment The rights and responsibilities assigned and accepted hereby are
between the parties hereto and the City is relying on the particular expertise and
representations of SSD in entering into this Assignment. This Assignment shall not be
assigned by SSD without the prior written consent of the City.
7. Subcontracts. Any subcontracts entered into by SSD shall be in compliance with
Article 13 of the Grant Agreement. The City, the Department of Community and Economic
Development and the State of Alaska are not liable for damages or claims from damages
arising from any subcontractor's performance or activities under the terms of the subcontracts.
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8. LiabilityforClaims. SSD assumes all risk and liability for design and construction,
and assumes liability for payment of additional sums, if any, in the event Project costs may
exceed the funds available.
9. City's and State's Rights of Inspection. The City and State may, but are not
obligated to, enter the area during normal business hours to inspect SSD's progress under
this Assignment and the Grant Agreement and to review all records of SSD pertaining to this
Assignment and the GrantAgreement. The City may, but is not obligated to, take possession
and correct any hazardous or improper conditions therein if the City reasonably believes that
such action is necessary. Unless the City elects otherwise in writing, such entry and retaking
of possession shall continue only as long as necessary to correct the hazardous or improper
conditions, and shall not terminate this Assignment or relieve SSD of any obligation
hereunder.
10. Relationship of the Parties, No Third-Party Rights. SSD shall perform its
obligation under this Assignment and the Grant Agreement as an independent contractor of
the City. Neither SSD nor any employee of SSD shall represent themselves as employees
or agents of the City. Nothing contained in this Assignment shall confer any right upon any
person other than the parties hereto.
11. Insurance. (a) SSD shall acquire and maintain for the term of this Assignment
the insurance required by Article 2 of Appendix 82 of the Grant Agreement, naming the City
and the State as additional insureds.
(b) During construction, SSD shall provide builder's risk insurance on an "all risk"
completed value basis and protect the interests of the City, the State, SSD and SSD's
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subcontractors. Coverage shall include all materials, supplies and equipment intended for use
in construction of the Project, whether located at the Project site or in transit.
(c) Upon completion, SSD shall procure and maintain all risk physical damage
insurance for the Project at replacement value, naming the City as additional insured.
12. Acts of Default. Failure of SSD to comply with any provision of this Assignment
or the Grant Agreement shall be deemed an act of default and shall give the City the right, but
nottheobligation, to terminate this Assignment upon ten (10) days' written notice to SSD. The
City shall have all other rights and remedies, at law or in equity.
13. Amendment. This Assignment may not be amended except by a writing signed
by the parties hereto.
14. Applicable Laws. This Assignment is governed by and construed in accordance
with the laws of the State and is subject to all applicable Charter and ordinance provisions of
the City.
15. Lease Rental. The Project facilities shall be included in the definition of Premises
as defined in the Lease, but, for purposes of the Lease only, shall not be taken into account
when determining the fair market rental value of the Premises or when making periodic
adjustments to Rent as described in Section 3.04 of the Lease. This Section 15 shall survive
termination of this Assignment
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Dated (~/;;z (,/01
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Dated /" 12 t1, 1&1
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CITY OF SEWARD
A Municipal Corporation
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By l{/4//
W. Scott Jan e, City Manager
Attest: ~~' P'" "-
Patrick Reilly, City Cle
SEWARD SHIP'S DRYDOCK, INC.
By
The State hereby consents to the above Assignment pursuant to Article 8 of the Grant
Agreement, provided that this does not release the City from any rights or responsibilities
under the Grant Agreement
Dated~
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STATE OF ALASKA
DEPARTMENT OF COMMUNITY AND
ECONOMIC DEVELOPMENT
DIVISION OF COMMUNITY AND
BUSINESS DEVELOPMENT
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By 'V.
Gran Administrator
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COOK
INLET
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Exhibit One
Calhoo}l M&endfuent
10/22/01
SEWER LIFT STATION
MORRIS AVE
NEW 10' FIRE MAIN
....
...
'1EW 4' SEWER LINE
--------------~-~--- ---------------------------------------- -
EXISTING SEWER
-------
NEW SPRINKLER RSER
NEW
EMPLOYEE FACILITIES
NEW 10" FIRE MAIN
NEW
SHOP
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;:----------------------------------- ---[------~------- --------------------------------,
-
EXISTING HYDRANTS _____
EXISTING 10" FIRE MAIN
~XISTING HYDRANT
EXISTING HYDRANT
OFFICE
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