HomeMy WebLinkAboutRes1990-038
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Sponsored by: Schaefermever
CITY OF SEWARD, ALASKA
RESOLUTION NO. 90-038
OF
TO
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
SEWARD, ALASKA, APPROVING THE FIRST AMENDMENT
THE LEASE AGREEMENT WITH INLET FISHERIES, INC.,
AND CONSENTING TO THE ASSIGNMENT THEREOF
WHEREAS, By Lease Agreement effective November 9, 1988.
approved by Resolution No. 88-102. adopted by the City Council of
the City of Seward, (CITY) and Inlet Fisheries, Inc., (LESSEE)
have entered into a lease agreement for the lease of lands at the
Seward Marine Industrial Center: and
WHEREAS, LESSEE has constructed a dock at the Seward
Marine Industrial Center and has transferred ownership of that dock
to the City in accordance with the Lease Agreement: and
WHEREAS: pUblic use of the dock unrelated to LESSEE'S
business operations has increased since the construction of the
dock and is expected to increase in the future: and
WHEREAS: the parties desire to equitably apportion the
risk and cost of repairs to the dock when damage is caused by users
unrelated to the operation of LESSEE's business: and
WHEREAS: LESSEE anticipates corporate restructuring
including the assignment of this Lease: and
WHEREAS: the parties wish to amend their Lease Agreement
to reflect these changes: and
WHEREAS: LESSEE, INLET FISHERIES, INC., desires to
transfer and assign the Lease Agreement to INLET FISH PRODUCERS,
INC., of Box 114, Kenai, Alaska 99661: and
WHEREAS: LESSEE has requested the consent of the City
of Seward to said assignment: and
WHEREAS: The assignment shall not affect any of the
City's rights under the Lease Agreement nor will it release Inlet
Fisheries, Inc., from any liability or responsibility under the
Lease.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF SEWARD, ALASKA, that:
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 90-038
Section 1. The First Amendment to the Lease Agreement
with Inlet Fisheries, Inc., attached hereto as Exhibit A, is
approved and the city manager is authorized to execute it on behalf
of the City of Seward.
section 2. The City of Seward does hereby consent to the
Assignment of Lease in the form attached hereto as Exhibit Band
the city manager is authorized to execute it on behalf of the City
of Seward.
section 3. This resolution shall take effect thirty (30)
days after passage and posting.
PASSED AND APPROVED by the City Council of the city of
Seward, Alaska, this 23rd day of April, 1990.
THE CITY OF SEWARD, ALASKA
~)J~
W1 liam C. Noll, Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
Burgess, Dunham, Hilton, Noll, Sieminski, Simutis
None
None
Meehan
ATTEST:
APPROVED AS TO FORM:
Perkins coie, Attorneys for
city of Seward, Alaska
Q~~ ~.~~/
Patricia J. Jones
Acting City Clerk
7~ IV~
Fred B. Arvidson
City Attorney
(City Seal)
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FIRST AMENDMENT TO INLET FISHERIES, INC.,
FISH PROCESSING AND STORAGE FACILITY LEASE AGREEMENT
Dated November 9, 1988
This first amendment made and entered into effective as of
the
day of
, 1990, by and between the City of
Seward, Alaska, a municipal corporation, located in the Kenai
peninsula Borough, State of Alaska, hereinafter referred to as
"CITY" and Inlet Fisheries, Inc., a corporation organized and
existing under the laws of the State of Alaska, hereinafter
referred to as "LESSEE".
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WHEREAS, by Lease Agreement effective November 9, 1988,
approved by Resolution 88-102, adopted by the City Council of the
City of Seward, CITY and LESSEE have entered into a lease agree-
ment for the lease of lands at the Seward Marine Industrial
Center; and
WHEREAS, LESSEE has constructed a dock at the Seward Marine
Industrial Center and has transferred ownership of that dock in
accordance with Article 4 of the Lease Agreement; and
WHEREAS, public use of the dock unrelated to LESSEE's
business operations has increased since the construction of the
dock and is expected to increase in the future; and
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WHEREAS, the parties desire to equitably apportion the risk
and cost of repairs to the dock when damage is caused by users
unrelated to the operation of LESSEE's business; and
WHEREAS, LESSEE anticipates corporate restructuring may make
the assignment of this Lease and City does not object thereto;
provided, LESSEE remains responsible for each obligation of the
Lease; and
First Amendment to Lease/Inlet Fisheries/City of Seward
Exhibit A to Resolution/040490
Page 1
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WHEREAS, the parties wish to amend their Lease Agreement to
reflect these changes.
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual
promises and covenants hereinafter contained, the parties agree
as follows.
1. Section 8.7(a) of the Lease Agreement is revised to
read as follows:
(a)(l) Maintenance of Dock. LESSEE shall, at its sole
expense, provide maintenance and fire protection for the Dock in
accordance with the requirements of ARTICLES 21 and 22 of this
Lease. The cost of general routine maintenance, including
cathodic protection, shall be paid by LESSEE. LESSEE will
provide CITY annually, by March 1, a written report for the
previous calendar year, outlining the work accomplished on the
Dock and the cost of that work. LESSEE shall have the cathodic
protection system reviewed on an annual basis by a qualified
person or firm. Any report generated by such qualified person or
firm shall be made available to CITY. LESSEE will be responsible
for correction of deficiencies described in said report. Should
LESSEE reasonably disagree with the advisability of any repairs
or maintenance in that report or by request of CITY, LESSEE may
submit that issue to arbitration in accordance with ARTICLE 20 of
this Lease Agreement.
First Amendment to Lease/Inlet Fisheries/City of Seward
Exhibit A to Resolution/040490
Page 2
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(a)(2) Damage Repairs. LESSEE shall, at its sole
expense, promptly repair damage to the Dock resulting from
LESSEE's use of the Dock or use of the Dock by others in
connection with LESSEE's business. For purposes of damage caused
by public use of the Dock unrelated to LESSEE's business, the
Dock shall be considered a public dock and shall be governed by
the same regulations, rules or tariffs as other public facilities
owned and operated by CITY.
2. ARTICLE 16.--LESSEE'S DUTY TO DEFEND/INDEMNIFY is
revised to read as follows:
LESSEE agrees to defend, indemnify and hold CITY
harmless from any and all claims for damages, including personal
injuries and property damage arising out of or resulting from
LESSEE's use of the Leased Land or the Dock, or the use of the
Leased Land or the Dock by LESSEE's sublessees, agents or
contractors or the public, except for damages arising from the
sole negligence or willful acts or omissions of CITY, its agents,
employees, or contractors or public use of the Dock unrelated to
LESSEE's business.
3. ARTICLE 17.--CITY'S DUTY TO DEFEND/INDEMNIFY is revised
to read as follows:
CITY agrees to defend, indemnify and hold LESSEE
harmless from any and all claims for damages, including personal
injuries and property damage arising out of or resulting from
First Amendment to Lease/Inlet Fisheries/City of Seward
Exhibit A to Resolution/040490
Page 3
SENT BY:Xerox Telecopier 7020 4-10-90 i6:0;
8072763105....
907 224 324~:# 2
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CITY's use of the Leased Land or the Dock, or the use of the
Leased Land or the Dock by CITY's agents or contractors, or from
conditions existing or activities occurri~g on the Leased Land
prior to this Lease.
4. ARTICLE 15.--SUBLEASE OR ASSIGNMENT is amended to
include the following new section:
15.3--Assiqnment to Affiliate. LESSEE may assign
this Lease to an affiliate of LESSEE, provided that LESSEE's full
faith and credit shall remain obligated under this Lease as if
the transfer had not taken place, including the obligations
contained in Section 7.2 thereof. For purposes of that Section
7.2, LESSEE, and any affiliate of LESSEE, shall be considered
together as one entity. For purposes of this Section 15.3,
"affiliate of LESSEE" means any corporation, partnership, or
other entity of which not less than fifty-one percent (51%) is
owned or controlled by LESSEE or Vincent L. Goddard.
IN WITNESS WHEREOF, the parties hereto have set their hands
and seals the date first hereinbefore set forth.
CITY:
City of Saward
Darryl Schaefermeyer,
City Manager
ATTEST:
patricia J. Jones
Acting City Clerk
First Amendment to Lease/Inlet Fisheries/City of Seward
Exhibit A to Resolution/040490
Page 4
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LESSEE:
Inlet Fisheries, Inc.
By:
Its:
APPROVED AS TO FORM:
Perkins Coie
Attorneys for the City of Seward
Date:
STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
THIS IS TO CERTIFY that on this ____ day of , 1990,
before me, the undersigned Notary Public in and for the State of
Alaska, duly commissioned and sworn as such, personally appeared
. of INLET FISHERIES, INC., known to
me and to me known to be the individual named in and who executed
the foregoing instrument, and he acknowledged to me that he was
authorized to execute the foregoing document by authority granted
him in the Bylaws or by resolution of the Board of Directors of
said corporation for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal the day and year first hereinabove written.
Notary Public in and for Alaska
My commission expires:
First Amendment to Lease/Inlet Fisheries/City of Seward
Exhibit A to Resolution/040490
Page 5
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ASSIGNMENT OF LEASE
Assignment made this 29th day of December, 1989, by and
between INLET FISHERIES, INC., Post Office Box 530, Kenai, Alaska
99611 ("Assignor") and INLET FISH PRODUCERS, INC., Box 114,
Kenai, Alaska 99611 ("Assignee").
WHEREAS, Assignor entered into a Lease, as Lessee
therein, on November 9, 1988, with the City of Seward, Box 167,
Seward, Alaska 99664, ("CITY"), a copy of which is attached
hereto as Exhibit "A" (the "Lease"); and
WHEREAS, Assignor desires to assign and Assignee
desires to assume the rights, duties, and liabilities of Lessee
under the Lease and in and to the improvements and fixtures
located or under construction on the Leased Land (as defined in
the Lease), which improvements and fixtures are more fully
described in the list of improvements and fixtures attached as
Exhibit "B";
1. For good and valuable consideration, receipt of
which is hereby acknowledged by Assignor, Assignor assigns the
Lease to Assignee, along with all of Assignor's rights, title and
interests in and to the improvements and fixtures located or
under construction thereon, as more fully described in Exhibit
"B". Assignee shall assume all rights and duties required of
Assignor under the Lease, including, without limitation, all
Assignment of Lease - Exhibit B to Resolution
040290
Page 1
SENT BY:Xerox Telecopier 7020 4-10-90 16:03
9072763100'"
907 224 3243:; ~
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payments required thereby and shall comply with all terms and
conditions of the Lease.
"ASSIGNEE"
INLET FISH PRODUCERS, INC.
Dated:
By:
Its:
"ASSIGNOR"
INLET FISHERIES, INC.
Dated:
By:
Its:
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Assignment of Lease - Exhibit B to Resolution
040290
Page 2
SENT BY:Xerox Telecopier 7020 4-10-90 16:04
9072763100'"
907 224 3246;# ~
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CONSENT OF CITY
CITY in the Lease attached hereto as Exhibit "A" hereby
consents to the assignment "and transfer of the Lease, including
all terms and conditions thereof, to Assignee, as required by
Artiole 15.1. This consent is given by CITY without waiving any
right or action, or releasing Assignor from any liability or
responsibility under the Lease, and does not relieve the Assignee
from the oondition requiring CITY's approval for any subsequent
sublease or assignment.
"CITY"
CITY OF SEWARD
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Dated:
By:
Darryl Schaefermeyer
City Manager
ATTEST:
Patricia J. Jones
Acting City Clerk
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Assignment of Lease - Exhibit B to Resolution
040290
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