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HomeMy WebLinkAboutRes1988-059 . . . Sponsored by: Schaefermeyer CITY OF SEWARD, ALASKA RESOLUTION NO. 88-059 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, APPROVING A LEASE OF CITY-OWNED PROPERTY TO SEWARD CABLEVISION WHEREAS, the Alaska Department of Corrections has asked Seward Cablevision to provide cable service to the Spring Creek Correctional Center; and WHEREAS, after evaluating the costs and the problems of signal reception due to the surrounding mountains, Seward Cablevision has determined that a satellite receiving station would be the most cost effective option for the consumer; and WHEREAS, the city of Seward owns property which would be a suitable site for the satellite receiving station; and WHEREAS, a receiving dish located at the proposed lease site would make cable television service accessible to the u. S. Navy should it locate in the Fourth of July Creek area; and WHEREAS, lease of this site to Seward Cablevision would not interfere with planned lease development of the Seward Marine Industrial Center north dock; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, that: Section 1. It is in the public interest to lease a parcel of city-owned land located in the Seward Marine Industrial Center to Seward Cablevision for the purpose of locating a satellite receiving cable television distribution site to provide cable television service to the Spring Creek Correctional Center. Section 2. The city manager is authorized to execute a 10-year lease agreement with Seward Cablevision, a copy of which is attached and incorporated herein by reference. Section 3. The Council finds that it is in the public interest to waive appraisal of the lease property in accor- dance with Section 2-85 of the Seward City Code. Section 4. This resolution shall take effect thirty (30) days following its adoption. -1- . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 88-059 PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, this 23rd day of May , 19~. THE CITY OF SEWARD, ALASKA AYES: NOES: ABSENT: ABSTAIN: DUNHAM GIESELER, HILTON, MEEHAN, NOLL, O'BRIEN, SIMUTIS NONE NONE NONE ATTEST: .p~c:.~ ~~ Llnda S. Murphy, CMC City Clerk Patricia Jones, Acting City (City Seal) APPROVED AS TO FORM: HUGHES, THORSNESS, GANTZ, POWELL & BRUNDIN, Attorneys for the City of Seward, AK 7c-d 11/~ Fred B. Arvidson City Attorney Clerk -2- !i Ii . , ,I GROll.., LEASE !i BETWEEN . CIlY (F SEWAll). ALASKA , AND I' :i I' SEWARD CABLEVISION CONTRACT NO. 067 I I I I . 1\ I II ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE i I I I ARTICLE I " Ii ARTICLE !, it " Ii ARTICLE 'I , I jl I. II. III. IV, VII, VIII, IfIlEX DEMISE (legal descriptian) CITY'S WARRANTY OF QUIET ENJOYMENT LEASED LAND ACCEPTED "AS IS" USE OF LEASED LAND 1, Use 2, Assignment/Sublease V, LEASE TERM 1, 2. 3. 4, Cammencement and Expiration Optians and Extensians Haldaver Surrender af Possession VI. 1. 2, 3. 4. RENT Due Determinatian af Rental Additianal Rent and City's Right to. Cure Lessee's Defaults Late Payment Penalty TAXES AND ASSESSMENTS 1. 2, 3. 4. 5. Lessee to. Pay Taxes Lessee to. Pay Assessments Pro-ratian af Taxes and Assessments Cantest Lessee to. Pay Utflfty Charges CONSTRUCTION BY LESSEE 1, Lessee's Right to. Build - General Canditians a. Cast af Canstructian b, Kept Free af Liens c. Cantractar Banding d. Canstructian Diligence and Cantinuity Lessee's Ownership af Trade Fixtures, Machinery and Equipment Lessee's Right to. Remove Impravements and Ownership Therean 2, 3. . . . ARTICLE IX. LIENS 1. Prahibitian of Liens an Fee ar Leasehald Interest. 2. Removal of Liens by Lessee 3, Natice af Nan-respansiblity ARTICLE X, INDEMNITY ARTICLE XI, INSURANCE AND RESTORATION 1. Liability Insurance a, Limits b, Determination af Adequacy c, Cancellatian Natice d, Waive Rights af Subragatian e. Farms f. Change af Minimum Requirements 2. Fire and Extended Caverage Insurance 3, Blanket Insurance 4. Additianal Named Insured; Rights af Martgagees (Lenders) S. Restaration of Buildings and Impravements 'i ARTICLE XII, CARE OF LEASED LAND, ACCESS OF THE CITY Ii 1. 2, 3, Care af Leased Land other Access Rights af the City Avaidance af Prescriptive Rights ARTICLE XIII, COMPLIANCE WITH LAWS 1. Campliance with Laws 2, Cantest ,i ARTICLE XIV. EMINENT DOMAIN i I ARTICLE ARTICLE 'I :i I I , I i! Ii I: ,I Ii I' , I' I I ji 1. 2, Interest af Parties in Candemnatian Partial Taking - Cantinuatian af Lease XV. ARBITRATION XVI, DEFAULT AND REMEDIES 1. Default and Termination a. Rents b, Cavenants c, Bankruptcy d. Creditar Assignment e, Insolvency f. Abandanment 2, Reletting 3. Damages a. Equivalent Amaunt b, Net Praceeds 4. Accumulatian af Remedies S. Appaintment af Receiver , 'I I ARTICLE XVII, GENERAL PROVISIONS 1. Estappel Certificates 2, Canditions and Caven ants 3, No. Waiver af Breach 4. Time af the Essence S, Camputation af Time 6. Successcrs in Interest 7, Entire Agreement 8, Gaverning Law 9, Partial Invalidity 10, Relatianship af Parties 11. Interpretatian a. Number and Gender b, Mandatary and Permissive c, Captians 12, Amendments 13, a. Delivery af Natices and Rent Method and Time b. Payment af Rent Address c. Notice to. the City Address d, Natices to. Lessee e, Change af Address 14. Braker's Commissian IS. Attarneys' Fees 16, Recards 17, Minerals 18, Gaad Faith 19. Electian to. Terminate by City 20, Elect1an to. Terminate by Lessee a, Natice b, Payments c. Releasing City's Fee fram Encumbrances i' ,I I. ',I I I I, 'i ,( ARTICLE XVIII. RECORDING, EXECUTION, COUNTERPARTS 1. Reca rd i ng 2. Caunterparts 3, Execut 1 on II Ii . . . I: ~M.E. tME~~ This Lease Agreement made and entered into. this ... " day af _... ... .. H'" "...".' 19___...., between the CITY OF SEWARD, a hame rule municipal carporatian lacated in the Kenai Peninsula Baraugh, State af Alaska, LESSOR, hereinafter referred to. as "City", and McCAW/ROCK J,V. d/b/a SEWARD CABLEVISION, P. O. Bax 929, Seward, AK 99664, hereinafter referred to. as "Lessee." WIT N E SSE T H: I. WHEREAS, City has agreed to. lease to. Lessar, and Lessar has agreed to. lease fram City, a site far receptian af satellite televisian signals far redistributian via cable lines to. the Spring Creek Carrectianal Center and ather Seward Marine Industrial Center tenants; and Ii WHEREAS, City finds it in the public interest to. allaw this atherwise nan-marine industrial use with the limited marine industrial area because it is cast prahibitive to. pravide this service by any ather means; and WHEREAS, Lessar agrees to. make cable TV service available to. all Seward Marine Industrial Center tenants at a fair market cast, if requested; NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE RENTS, COVENANTS, I AND CONDITIONS HEREIN CONTAINED, CITY AND LESSEE AGREE AS FOLLOWS: NITlCl..E. r"h" . DI;MISt:;, City leases to. Lessee, and Lessee leases fram City that certain real praperty herein called "Leased Land," situated in Seward, Alaska, cansisting af appraximately +l,SOO sq, ft., as shawn an Exhibit "A" attached hereto. and as mare particularly described as fallaws: All that real praperty situate in the city af Seward, Alaska, Kenai Peninsula Boraugh, state af Alaska, more particularly described as fallaws: . ~ i Cammencing at the centerl ine intersection af Nash Raad and the baundary between USS 16S1 and USS 4827; thence South alang the centerl ine af Nash Raad a distance of 78,S feet; thence West +40 feet to. the Narthwest carner af the cancrete pad far an electric switch bax; thence Narth 25.0 feet; thence West 2S.0 feet to. the POINT OF BEGINNING; thence West 50.0 feet; thence Sauth 30.0 " '. , CITY OF SEWARD, ALASKA GROUND LEASE - CABLEVISION feet; thence East SO.O feet; thence Narth 30,0 feet to. the POINT OF BEGINNING, cantaining 1,500 square feet, more ar less, all lacated within Sectian 18, Tawnship 1 Sauth, Range 1 East of Seward Meridian, jl A8..1]~I.I;...U.,.., .,CIIY.!.$, W^BUNIY....Of...OOJ-EI ENJ.OXME.ra. Lessee, upan Ii paying the rent and ather charges herein pravided far and abservfn9 and III keeping the cavenants, canditians and terms af this Lease an Lessee's part )1 to. be kept ar perfarmed, shall peacefully and quietly enjay passessian af . the Leased Land durfng the term af this Lease wfthout hfndrance by, fram or II thraugh City, subject, hawever, to. any encumbrances created ar caused by ! i Lessee. I II ~8J]CL.E."tU.....~fM.EO J.^lfO, ~CJ;;rntL~^.s..rS!!, Lessee acknawledges I that he has inspected the Leased jnd and accepts the same "as is" and withaut reliance an any representations ar warranties af City, or agents af I City, as to. the physical canditian thereaf, except as expressly herein pravided, Lessee, at his sale cast and expense, shall have the rfght to. i raze, tear dawn ar remove any buildings, structures ar improvements presently situated an the Leased Land. All funds and proceeds, if any, abtained by Lessee from the dispasftio.n af such buildings, structures ar , improvements. may be retained by Lessee. Lessee is aware af the easements I, as shawn an the attached Exh ib it "A" and agrees to. lease the prapert' SUbject thereto.. aRTlC~E.. J.V... .USLQf...L~f"SED .J..t.ND.. 1. Lessee may use the Leased Land far the canstruct ian and aperatian af a satellite receiving statian. Lessee understands that canstructian and aperatian af such a facil fty is the reasan far City's agreement to. lease the Leased Land, Lessee agrees that he will nat aperate any ather business an the Leased Land withaut the cansent af City, and Cfty may withhald its cansent ff Lessee has nat constructed and cammenced aperatian af a satellite receiving statfan by September 30, 1988. Mareaver, City may withhald its can sent as to. any praposed business ar activity which, in City's sale discretian, is nat desirable ar campatible with the Seward Marfne Industrial Center, 2, No. assignment ar sublease shall be permftted, unless appraved fn wrftfng by the City, Any sublease shall be expressly subject and subcrdinate to. this lease and the rights af the City hereunder. The City may elect to disapprove any praposed assignment ar sublease which may " result in a busfness ar activity which, in the City's sole discretian, is undesirable and/ar incampatible with the Seward Marine Industrial Center, " -2- i, i' , , II i: I . ii I 'I i! Ii I' I I, , !I ;1 ! I <\ II I' I' I' " I I II . I :1 I, I I ! . : CITY OF SEWARD, ALASKA I' GROUND LEASE - CABLEVISION \: I, ;1 , WJ.CI.E.,Y.. ,...~ASE.. TERM. shall be , 1988, 1. c.o1OOl~n~.~Jl)~J.lt .Qnd.J:~.tr)!j;is;ll1, The term of this Lease ten (10) years, cammencing the '" ... day of ~... . . .'.... .' ... and ending the ~ day af .. ...... ,~., ..'..._.. ._ ,.' 1998. 2. ~,t~().n~Lqnd ,~Kt~!\S.iO.IJ~, There is a renewal optian for Lessee to. extend this Lease far an additianal ten (10) year perlad, but, by the inactian of the parties, the Lease shall be deemed to. cantinue fram manth to. month, This Lease will nat terminate until natfce in writing is given by either party to the ather, nat later than three (3) manths priar to the expiratian of the lease term. 3. l:iQJdQY.er., If Lessee shall hald aver after the expiratian af the Lease Term, such tenancy shall be from month to. month an all the terms, cavenants and canditians af this lease. 4. s.u.r.r.ao.d~r..Qf,.P.Q~S~.!;i~JQI\. (a) Subject to. the pravisions of Article XI belaw with respect to. restaratian cf buildings and impravements, upon expiration af the Lease Term, whether by lapse of time ar atherwise, Lessee shall pramptly and peacefully surrender the Leased Land, (b) Upan the expiratian af the Lease term ar any saaner terminatian af this Lease, Lessee agrees to. execute, acknawledge and deliver to City a proper instrument in writing, releasing and quit-claiming to. City all right, title and interest af Lessee in and to. the Leased Land and all impravements thereto. nat removed by Lessee as pravided herein, ARTJCLE..'a. _ ...RE.NI. The rental far the Leased Land shall be determined and paid as fallaws: 1. Any and all rental due under this Lease shall be paid in advance upan cammencement af this Lease in quarterly installments an cr befare commencement af this Lease and an ar befare January 1, April 1, July 1 and Octaber 1 af each succeeding year, 2. The rental shall be determined as fallcws: (a) The lease rate shall be $.28 per square faat per annum, " (b) Should the City and Lessee mutually agree to. extend the " Lease, nat less than ninety (90) days prior to. the expiratian af the Lease the City, at its cwn expense, may employ an independent appraiser to. deter- mine the fair market rental value af the Leased Land at the highest and best use of the Leased Land and withaut cansideratian af Lessee's intended use of the land, unless that use is caincidentally the highest and best use of the Leased Land. -3- " " i I CITY OF SEWARD, ALASKA GROUND LEASE - CABLEVISION !' I I , 3, M.d.1.t 19,1lill.. Reo!}:!; ..Ancj..~.i toY '.s. Ri aht. t~LQU r~ J...ess.e~',s.. Qe.f.~lJ.lt~ A 11 casts and expenses wh ich Lessee assumes ar agrees to. pay pu rsuant to this Lease ar to. any martgage ar ather encumbrance upan the Leased Land ar Lessee's leasehald interest shall, at City's electian, be treated as additianal rent and, in the event af nan-payment, City shall have all rights and remedies herein pravided far in the case af nan-payment af rent ar af a breach af canditian. If Lessee shall default in making any payment required to be made by Lessee, ar shall default fn perfarming any term, cavenant or candftian af this Lease ar af any such mortgage ar ather encumbrance on the part af Lessee to. be perfarmed which shall invalve the expenditure af money by Lessee, City, at City's aptian, may, but shall nat be ablfgated to., make such payment ar, on behalf af Lessee, expend such sum as may be necessary to. perfarm and fulfill such term, caven ant ar canditian, and any and all sums so expended by City with interest therean at the maximum rate under the laws af the State af Alaska fram the date af such expenditure until repaid, shall be (and sr :11 be deemed to. be) additianal rent and shall be repaid by Lessee I to. City, on demand, but no. such payment ar expend iture by City shall be I deemed a wafver af Lessee's default, nor shall it affect any ather remedy af City by reasan af such default. I I i I 4. Lilt~,P.iSY.~l'\t. ~~.!}AJ:tY.. Rental payment due, but nat received, by the due date shall accrue fnterest at the rate af twelve (121) percent per annum until paid ar the maximum permitted rate under Alaska law, whichever is higher. ARTlGU;..VU. ~..T.A~.S..N-lD. A~S~'sSMENTS. 1. L.~SA~Jil. ..tQ~" PAY.. ,.Iill<_Et~, Lessee agrees to. pay pr iar to. delinquency and directly to. the taxing autharities fn whfch the Leased Land is located all real praperty taxes (plus all persanal praperty taxes an persanal praperty situate an the Leased Land and placed therean by Lessee ar under Lessee's autharity), sales taxes, ar ather business ar use taxes levied ar assessed upan ar against the Leased Land cr any impravements therean ar Lessee's business during the Lease Term. Lessee agrees to. 1 i ndemn i fy and hal d City harml ess fram 1 i ab 11 ity fcr any ather tax, charge, ! ar assessment af any kind or nature, Lessee shall, within sixty (60) days after any such tax assessment ar ather charge canst itut i ng alien an the Leased Land becames due and payable, praduce and exhibit to. City satisfac- tary evidence af payment, 2, l.~,$s~e, .tQ.. P.iS~..hss.e~mll[l:tS, Lessee, during the Lease Term, agrees to. pay directly to. the publ ic autharities charged with callectian thereaf any and all assessments levied an the Leased Land far a part af ar all af the cast af any publ ic wark ar impravement assessed accarding to. benefit faund by the levyfng authorfty to. accrue therefram to. the Leased Land, including any charges far anti-pallutian, environmental, ecalagical or any ather public purpases, If an aptian is given to. pay such assessment(s) fn installments, Lessee may elect to. pay the same in installments, and in such case Lessee shall be liable only far such installments as shall accr' during the Lease Term, -4- I,! CITY OF SEWARD, ALASKA GROUND LEASE - CABLEVISION . 3. eJ:,l;t:r.!l.t1o.n. af.T.~e!?","'I)I1.Ali~.~s;rol'lnt~, If Lessee's abligatian to. pay taxes ar assessments cammences ar ends during a tax year, such j abl igatian shall be apprapriately pra-rated, with City bearing the remaining cast (cr its pro-rata share) thereaf. 4. ~oDte~~, Lessee shall have the right to. cantest ar review any tax, assessment, 1 evy, fee, water ar sewer charges ar rents, ar any ather gavernmental charges which Lessee is abligated to. pay, Such proceedings shall, if instituted, be canducted promptly at Lessee's awn expense and free from all expense to. City, Befare instituting any such praceedings, Lessee shall pay under pratest such tax, assessment, levy, fee, water ar sewer rents ar charges ar any ather gavernmental charges, ar shall furnish to. City a surety campany band in a camp any acceptable to. City, ar ather security reasanabl y satisfactary to. City, sufficient to. caver the amaunt af the , contested item ar items, with interest far the period which such proceedings may be reasanably expected to. take, and casts securing the payment af such II cantested item ar items and all interest and casts in cannectian therewith Ilil when finally determined, Natwithstanding the furnishing af any such band ar security, Lessee shall pay all such items at least twenty (20) days befare the time when the Leased Land ar any part thereaf might be farfeited. The legal praceedings herein referred to. shall include apprapriate certiorari praceedings and appeals fram any orders and judgements therein, but all such 'II praceedings shall be begun as saan as reasanably passible after the impasitian ar assessment of any cantested items and shall be prasecuted to. i' final adjudicatian with reasanable dispatch. In the avant af any reductian, 'Ii cancellatian ar discharge, Lessee shall pay the amount that shall be finally ! levied ar assessed against the Leased Land ar adjudicated to. be due and I; payable and, if there shall be any refund payable by the gavernmental I authority with respect thereto., Lessee shall be entitled to. receive and I' retain the same, subject, hawever. to appcrtianment as prcvided in Paragraph !i 3 abave during the first and last years af the Lease Term, City, at City's ,I aptian, may, but shall nat be obl igated to, cantest ar review by legal , praceedings, ar in such ather manner as may be legal, and at City's own expense any tax, assessment, levy, fee, water ar sewer rents or charges. ar I' any other gavernmental charge afarementianed, which shall nat be cantested ar reviewed as afaresaid. and, unless Lessee shall pramptly jain in such contest ar review and pay all casts therein, City shall be entitled to. receive and retain any refund payable by the gavernmental autharity with ! respect thereof. . s. Le~ee..tO.,P.AlI.,lJ:tj,L1ty ,CMrQ.lils., Lessee shall pay ar cause to. be paid all charges far water, heat, gas, electricity, sewers, and any and all ather utilities used upan the Leased Land thraughaut the Lease Term, including any cannectian fees, I' . , :! : -5- , , , II I . II I 1 I , I CITY OF SEWARD, ALASKA >I GROUND LEASE - CABLEVISION !I I; ,I 'I , &<<IC1.E ...YIU__"GQH~TRl&nO~..e.'Ll...E.SSEE, 1. L.~~.~a!..s ~RJ,ght...:tQ...e.y.nd-'7.Ga(l~r.~1.._C.QJHlit1aJ)S, Lessee shall have the right at any time and fram tfme to. time during the Lease Term to. I: erect, maintafn, aiter, remodel" recanstruct, rebuild and replace Iii building(s) and ather impravement(s) an the Leased Land, subject to. the following canditians: I Ii I I 'I II II i , I I I I I , (a) The cast af any canst ruct i an, recanst ruct i on, demolitian, ar af any change, alteratian ar impravements, shall be barne and paid far by Lessee, mechanic's, specffically (b) The Leased Land shall, at all times, be kept free of materialmen's and any ather 1 fens, as hereinafter more pravided, (c) Any building cantractars emplayed by Lessee or its sub-lessees shall be apprapriately banded far ane hundred (1001) percent af the cantract amount(s) by use af perfarmance and labar and material payment bands in the custamary farm when cast af the wark is aver $10,000.00. Capies af all such bands shall be furnished to. City priar to. commencement o.f canstructian. (d) Lessee, upan cammencement af permissfble building ar canstructian activities an the Leased Land, shall cantinue such activitir thraugh to. campletian with dfligence and cantinuity. 2. i.Jl.s!a~i.!~ ..o.~ll.~(:>.b..1J>. .Q.t..lr.aj;j~.f.jx:tu.r~s.. .M~hjJ)!itr.Y..a.oQ Es.I.ufCIII(ln1;. It is expressl y understaad and agreed that any and all trade fixtures, machinery and equipment af whatsoever nature at any time canstructed, placed or maintained upan any part af the Leased Land by Lessee shall be and remain the praperty af Lessee ar its tenants as their interests may appear and may I be removed ar replaced at any time during the lease term, pravided Lessee ar its tenants repair any and all damage to. the Leased Land resulting fram such remaval ar replacement, 3. UtS$l.li.!l1i..RlalrLto. J~.QIIIQ.\(~..lIJUlJ:.O'l~Mnt$. .Gno, Oltl1~r:~tt1ILTh~r.eQf, Lessee shall have the right to. remove any buildings ar impravements canstructed ar placed upan the Leased Land by Lessee, priar to the expiratian af the Lease, Any buildings ar impravements not removed priar to. expiration af the Lease shall became the property af City withaut the payment af any compensatian to. Lessee, ^~TICL~.IX.. LI~NS. 1. E.ro.IJ.ib.1:tlQn. Qf. .L.t~I)s.. ..Qn..f.fULQr..1..~.a~~b9.1d. .Int.Qr~st. Lessee shall nat suffer ar permit any liens to. be filed aga inst the fee of the Leased Land, nor agafnst Lessee's leasehald interest in the Leased Land, nar against any buildings ar improvements an the Leased Land by reasan af ar -6- I CITY OF SEWARD, ALASKA GROUND LEASE - CABLEVISION . work, labar, services or materials supplied ar claimed to. have been supplied i' , to Lessee ar anyane halding the Leased Land ar any part thereaf thraugh ar I' under Lessee. " II! 2. R~JIlQy"al. ~,LJ..i~n~. b.Y..~~~~, If any lien shall be recarded agafnst the Leased Land, ar any impravements thereaf, Lessee shall cause the i: same to. be removed, ar, in the alternative, if Lessee in gaad fafth desires to. cantest the same, Lessee shall be privileged to. do. sa, but in such case : Lessee hereby agrees to. pravide a surety band, fram a surety licensed to. do. I' business in Alaska, in a penal sum equal to. ane and one-half tfmes the !: amount af the claim af lien, which band shall guarantee the payment af the :i sum which the 1 ien claimant has claimed. tagether with the lien claimant's i' reasanable cast af suit in the actian, Lessee further agrees to. indemnffy, defend, and save City harmless fram all 1 iability far damages accasianed II thereby and shall, in the event af a judgement af fareclasure upon said lien, cause the same to. be discharged and removed priar to. the executian af 'i " such judgement. I,,: 3. NQt j.cJl_.Q.LJiQn-:.r.~agQ(l.$.ib.f Hty, City may, as cantempl ated by Alaska Statutes 34.3S.06S (as naw enacted ar hereinafter amended) give natice af nan-respansibil ity far any impravements constructed or made by Lessee an the Leased Land. . aB..uC1.~..~. '.. ,..JJ:IQfl:1NIJr., Except far claims ar1sing aut af acts caused by the negligence af City ar its representatives, Lessee agrees to. , pratect, indemnify, defend and save harmless City fram and against any and all 1 iabllity arising fram acts ar amissians af any nature whatsaever af Lessee's afficers, servants, emplayees, cantractars, tenants, agents ar invitees causing injury to. or death of persans, ar lass af ar damage to. praperty during the Lease Term, and fram any expense incident to. defense af and by City therefram. If any actian ar praceeding is braught against City by reasan af any such accurrences, City shall natify Lessee in writing of such actian or proceeding, whereupan Lessee, at Lessee's expense, may elect to. resist ar defend such actian ar praceeding by caunsel appraved in writing by City, such appraval nat to. be withheld unreasanably, AflUCl..E., ~I... . . .;r.NSlJMNC~. .MO.. RE.SJQMIIQN, 1. L..1Ab.1J 1:tL J..o~Y.r:."n.c;~. Thfs Lease will nat became effective until such time as the City af Seward has received the fallawing: A, A pal icy ar palicies af insurance with the fallawing caverage limits: 1) General Liability (Enviranment Impairment Liability) ,....,..,.""." $ 300,000 . 2) Warkmen's Campensation .".,.."""", STATUTORY -7- I 1\ I, CITY OF SEWARD, ALASKA Ii GROUND LEASE - CABLEVISION II II I, I I I 1 I B. A determinatian by the City af Seward's Insurance Brok( that the insurance affered by the Lessee is of such type and has such pravisians as will permit it to. serve as the underlying caverage far any City Excess Pal icy and an acknawledgement from that Braker that the City Excess Pal icy ar palicies will be in effect during the term af the Lease. NOTE TO LESSEE: This means that a Binder far insurance is NOT sufficient to. abtain this permit, Yau wil need to. caordinate yaur insurance caverages with the City's braker, I I I I II I' Ii 11 Ii I I I I I I I C. All insurance palicies shall pravide far thirty (30) days' natice af cancellatian and/ar material change to. be sent to. the City. All insurance policies shall cantain the follawing ar equivalent clauses: 1) The City, its afficers, emplayees and agents are added as additianal insureds as respects aperations af the named insured perfarmed under the terms af this Lease with the City, 2) D. It is agreed that any insurance maintained by the City shall apply in excess cf, and nat cantribute to., insurance pravided by this pal icy. All af the required insurance pal icies shall pravia that the insurers waive their rights to. subragatian against the City and the Lessee and their respective afficers, servants, agents ar emplayees. Lessee further agrees to. waive, and agrees to have its insurers waive, any rights af subragatian with respect to. deductibles under such palicies and with respect to damage to. equipment, including the lass af use thereaf, whether insured ar nat. E, The general liability endorsement, and Warkers' Campensatian/Emplayer's Liability Endarsement shall be in substantially the farm available fram the City. I, i F, The minimum requirements in this sectian may be increased fram time to. time by City in accardance with custams and usage far camparable property in the Seward metrapalitan area, 2, fJr.El. A!1Q .~b.l)de,Q Cpye.ng,e _rl)~I,l.t'An<;~. Lessee, durfng the Lease Term, shall keep all buildings and impravements insured, at his expense, against lass ar damage by fire and such ather risks as may be included in the customary farm af braad farm extended caverage (which may exclude earthquakes), in an amount, over and abave any deductibles in the gaverning -8- Ii i CITY OF SEWARD, ALASKA GROUND LEASE - CABLEVISION . pal icies, af not less than the unpaid balance(s) due under any existing :, deed(s) af trust or mortgageCs) encumbering the buildings ar impravements ar City's fees, 3, fl.1Ao.Is.ft:t._ In~UJ:Ao..C;~, Lessee may pravide any insurance required i by this Lease in the farm af a blanket pal icy, pravided Lessee furnishes , evidence satisfactary to. City, indicating the caverage thereunder is at least equal to. the caverage abtainable under a separate pal icy cavering the Leased Land anly. 4. AdI1J.Uo.ollL .~e..rJ,.ln$.l.Ir.~.d..:. ..Rt~hu.~,.Qf. M.Qrtl:l.csgeQ~~ (L.Qnd.Qr.s); W~1~ft~.~f_~bI~qtlQn. All insurance palicies required to. be maintained by Lessee shall name Lessee and City as the insureds, as their respective interests may appear. All pal icies shall cantain an agreement by the insurers that such palicies shall nat be cancelled withaut at least thirty days' priar written natice to. City, and certificates ar capies af all such insurance pal icies shall be furnished to. City pramptly after the issuance thereaf. . i S, Be$.tQr.qtJ.o.n..gf...al,l.1.'djrw.$...qnd...IIOJ:!r.Qy.e~l1t:a, In the event af I damage to. ar destructian af any af the buildings ar impravements situated an I the Leased Land, then fram the insurance praceeds payable to. Lessee, Lessee shall, within ninety (90) days after payment af the insurance proceeds, I cammence restaratian af the buildings and impravements to. their canditian priar to. such damage, pravided, hawever, Lessee's abligatian to. restore will II be limited to. the insurance praceeds available to. Lessee. All such 'Ii insurance praceeds shall be depasited and held in trust with such bank having affices in Seward and/ar Ancharage, Alaska, as Lessee may designate, ar with Lessee's mortgagee cf the damaged praperty, and shall be made I available to. Lessee far its use in restaratian ar repair, as the case may I be, af any damage ar destructian to. the buildings and improvements an the I Leased Land. The praceeds af insurance shall be paid aut by such trustee ar Ii mortgagee fram time to. time an certificatian, by the person having I iii,' supervisian af the wark, that the amount certified is being applied to. the payment af the reasanable cast af such wark, ! I\RUC~E,XU.....cARE OF.:..~EAS.EQ J.Mlth .ACC~SSOF C.Ur., 1. CAr..e ..Q.f..J.~"s~Q.. Lana, Lessee, at his awn cast and expense, shall keep the entire Leased Land and all buildings and impravements which at any time may be situated therean in gaad, clean and tidy canditian and repair during the Lease Term, 2. Qthe~.~~~e$s,R\Qbt$..Qf~C1~y., City and its agents ar represen- tatives shall have the right to. enter into. and UPan the Leased Land during reasanable haurs far the purpase af inspecting the Leased Land and all buildings and impravements therean. . -9- 1\ CITY OF SEWARD, ALASKA " GROUND LEASE - CABLEVISION II ,'I 3, ~QidanC,fL .Qf._F.'t~~hr.j.Jl:ttv~ . R111b.ta. Lessee shall take sue. actian as may be necessary to. preserve Cfty's title and cwnership of the , Leased Land free and clear af any public ar private rights-af-way, easements , or ather interests acquired by prescriptive use ar atherwise than as II permitted under thfs Lease, fncludimg, but nat 1 fmited to., the pasting af , tharaughfares, walkways and park ing areas sa as to. preserve the right af private awnersh ip therein and prevent any adverse rights thereto. accru ing thraugh prescriptive use ar atherwise than as permitted hereunder, I i I 1,1', 1. ~Jj,on~..w.1j;b..LAW$, Lessee shall camply with all appl icable laws, ardinances and regulatians af duly canstftuted public authoritfes naw i, ar hereafter in any manner affecting the Leased Land ar any buidings, " " structures ar impravements situated thereon, whether ar nat any such laws, ,I ardinances ar regulatians which may be hereafter enacted invalve a change af i: policy on the part af the gavernmental bady enacting the same. Lessee further agrees it will nat permit any unlawful accupatian, business ar trade to. be canducted an said premises ar any use to. be made thereaf cantrary to. any law, ardinance ar regulation as afaresaid with respect thereto., MI1CI..f...KIU.., ..GQ~UANC.E.~lJ:1;( .U}1~, I, Ii I I ii' 2. c.QJ):t~1i:t. Lessee may, by apprapri ate proceedings canducted at Lessee's awn expense, cantest fn goad faith the validity or enforcement af ,I any 1 aw, ardinance ar regulatian, pravided Lessee dil igently pursues sue' cantest to. a final determinatian by a caurt, department ar gavernmenta autharity ar bady having jurisdictfan thereo.f; pravided that, if City may became liable in any manner far damages, penalties, fines ar casts by reasan af Lessee's failure to. camply with any such law, ardinance ar regulatian I during Lessee's cantest thereaf, then, as a condition precedent to. the cammencement and cantinuation af such praceedings, Lessee shall furnish City such band with carparate surety as City shall reasonably request to. save harmless and indemnify City against lfabflity for any such damages, penalties, fines ar casts. At the aptian af City, it may, at its expense, cantest the validity ar enfarcement af any such law, ardinance ar regulatian. I '. ~ICJ.E.Xr.Y.. .. ~Mmf:~(LOQMaU-l, 1. Inter.~~:t ,QJ..P.o.rtj~li .11J..C.Qnd.elQo.tt1.cm, In the event the Leased Land ar any part thereaf shall be taken far public purpases by candemnatfon as a result af any actian ar praceeding in eminent damain, ar shall be transferred in 1 ieu af candemnatian to. any authority entitled to. exercise the pawer af eminent damain, the interests af City and Lessee in the award af cansfderatfan far such transfer and the effect af the taking ar transfer upan this Lease shall be as pravided by law. . , I: Ii il -10- I ! . CITY OF SEWARD, ALASKA GROUND LEASE - CABLEVISION In the event the extent af the tak in9 makes impracticable the cantinued aperatian af the satellite receiving staticn, upan written I, natification by Lessee, this Lease and all af the right, title and interest thereunder af Lessee shall cease on the date title to. such Land sa taken ar transferred vests in the candemning ~utharity. 2, P."'t'liol...IM.ttli~:-:'~~T.!:t,1..o..uA:t.1.Qn..o.f.. b~$j1!. In the event the , taking ar transfer af a part af the Leased Land leaves the remainder af the Leased Land in such lacatian and in such farm, shape ar size, or sa (' accessible as to. be effectively and practicably usable in the apinian af the ,. Lessee and City far the purpase af aperatian therean af Lessee's business, this Lease shall terminate and end as to. the partian af the Leased Land sa taken ar transferred as af the date title to. such partian vests in the candemning autharity and the candemning authority enters into. passessian, 'i but shall cantinue in full farce and effect as to. the partian af the Leased Land nat sa taken ar transferred, . hRTlQ~J;..XV.. ..,.AR6.L1:MII,ON, Any cantraversy ar claim arising aut af ar relating to. this Lease, ar the breach thereof, shall be settled by I' arbitratian in accardance with the Unffarm Arbitratian Act af Alaska, and judgement upan the award may be entered in any caurt having jurisdictian " thereaf. Any arbitratian praceedings hereunder shall be held befare a panel of three arbitratars in the City af Seward, Alaska, ar with the cansent af bath parties in Ancharage, Alaska. ^RTlCJ.~..xn". ..QEF.hUL..Lel~('t.R~MEQIfS.. 1, D~fA~J:t..al)q.J~rJ!l.tM:tJ.Q!I, (a) If the rent ar any ather charge shall be in arrears far a periad of thirty (30) days; ar (b) I f Lessee fa il s to. take reasanab 1 e steps to. keep and perfarm any af the cavenants ar canditians af this Lease within thirty (30) days after written natice af default; ar (c) far rearganizatian caurt af campetent If Lessee files a valuntary under the bankruptcy laws, ar jurisdictian; ar petitfan in bankruptcy, ar is adjudged a bankrupt by a creditors; ar (d) If Lessee makes an ass i gnment far the benef it af its (e) If a receiver is appainted by a caurt af campetent jurisdictian for Lessee's business and it be established in the receivership praceedings that Lessee fs insalvent; or . (f) If the leasehald interest hereunder is abandaned by Lessee, then City may, at City's aptian, at ance, withaut further natice to. Lessee cr any ather persan, termfnate this Lease, Upan terminatian af this -11- I: , CITY OF SEWARD, ALASKA i I GROUND LEASE - CABLEVISION II " Ii II 11 II I: I: I' I ! 11 Ii I Lease as afaresaid, ar at the expiratian af this Lease and upan the terminG tion af said Lease by its terms, Lessee shall at ance surrender passessicn af the Leased Land to. City and remove all Lessee's effects therefram. and may remove all Lessee's buildings and ather impravements, and Lessee shall have no. further rights hereunder ar with respect to. the Leased Land. If such passessian be nat immediatley surrendered, City may farthwith enter into. and upan and repassess the Leased Land and expel Lessee, ar thase claiming under Lessee, withaut being deemed guilty in any manner af trespass and withaut prejudice to. any remedies which might atherwise be used far arrears af rent ar preceding breach af cavenant, and in such event Lessee expressly waives the service af natice af any intentian sa to. terminate this Lease ar to. retake the Leased Land and waives service af any demand far payment af rent, ar far passessian, and far any and every ather natice ar demand prescribed by any law, and hereby waives any claim far damages by reasan af such repassessian, 2. BelattLng, At any time, ar fram time to. time, after any such expiratian ar terminatian, City may relet the Leased Land, ar any part I thereaf, and any unleased buildings and impravements, far such term or terms (which may be greater ar less than the periad which wauld atherwise I have canstituted the balance af the term af this Lease) and on such II canditians (which may include cancessians ar free rents) as City may, in its II discretian, determine and may callect and receive the rents therefar, City shall in no. way be respansible ar liable far any failure to. relet the Leased Land, ar any part thereaf, ar far any failure to. callect any rent due upa' Ii any such reletting. Ii i ! 3, o.9JIlA~lii. No. such expi ratian ar terminatian af this Lease shall relieve Lessee af his liability and abligatians under this Lease, and such liability and abligatians shall survive any such expiratian ar terminatian, In the event af any expi ratian ar terminatian, whether ar nat the Leased Land, ar any part thereaf, shall have been relet, Lessee shall I pay to. City the net rent and all ather charges required to. be paid by Lessee I up to. the time af such expiratian ar terminatian af this Lease, and I thereafter Lessee, until the end af what wauld have been the term af this I'i Lease in the absence af such expiratian ar terminatian, shall be 1 iable to. 'City far, and shall pay to. City, as and far liquidated and agreed curreent , damages far Lessee's default: (a) the equivalent of the amount af the rent and charges which wauld be payable under this Lease by Lessee if this Lease were still in effect, less (b) the net proceeds received by City fram leasing or reletting the Leased Land and impravements therean after deducting all af City's expenses in cannectian with such leasing and reletting, including, withaut limitatian, all repassessian casts, brakerage cammissians, legal : expenses, reasonable attarney fees, alteratian casts, and expenses af ! preparatian far such reletting, -12- . . . I' I: I! CITY OF SEWARD, ALASKA I GROUND LEASE - CABLEVISION I I Lessee shall pay such current damages (herein called "deficiency") to. City monthly, and City shall be entitled to. recaver from Lessee each monthly Ii deficiency as the same shall arise. At any time after any such expiratian cr terminatian, whether ar nat City shall have callected any monthly deficiencies as afare'Said, City Shill be entitled to. recaver fram Lessee, and Lessee shall pay to. City, an demand, as and far 1 iquidated and agreed final damages far Lessee's default, an amount equal to. the dffference between all rent reserved hereunder far the unexpired partian af the Lease Term and the then-fair-and-reasanable net rental value to. City af the Leased Land far the same period. In the camputatian af such damages, the difference between an installment af rent becaming due hereunder after the date af terminatian and the fair and reasanable rental value to. City af the Leased Land far the periad far which such installment was payable shall be discaunted to. the date of terminatian at the rate af six (61) percent per annum. If the Leased Land, ar any part thereof, be leased ar relet by City far the unexpired partian af the Lease Term, ar any part thereaf, befare presentatian af praaf of such liquidated damages to. any caurt, cammissian ar tribunal, the amount af rent reserved upan such leasing ar reletting shall be prima facie evidence af the fair and reasanable rental value far the part or the whale af the premises sa leased ar relet during the term af 'the leasing ar reletting. Nathing herein cantained shall limit ar prejudice the right af City to. prave and abtain as 1 iquidated damages by reasan af such terminatian an amount equal to. the maximum allawed by any statute ar rule af law in effect at the time when, and gaverning the praceedings in which such damages are to. be praved, whether ar nat such amount be greater, equal to., ar less than the amount af the difference referred to. abave. 4, &:;l:aIrouJ.At,1IUl. o.t,..E!mQQJEila, Each right and remedy of City I pravided far in this Lease shall be cumulative and shall be in additian to. I every ather right or remedy pravided far in this Lease, ar naw or hereafter ! existing at law, ar in equity ar by statute ar atherwise, and the exercise ar beginning af the exercfse by City af any ane ar more af the rights ar remedies pravided far in this Lease, ar naw ar hereafter existing at law ar in equity ar by statute ar atherwfse, shall nat preclude the simultaneaus ar later exercise by City af any ar all ather rights ar remedies pravided far in this Lease ar naw ar hereafter existing at law ar in equity ar by statute ar atherwise, s. aDQ~1ntm~n~.~f.E~c~J~er.. Upan the cammencement af any suit ar actian by City against Lessee, pursuant to any remedy available to. City upan Lessee's default hereunder, ar at any time hereafter and during the pendency af such suit ar action, any caurt af campetent jurisdictian, upan the applicatian af City, may at ance and withaut natice to. Lessee, its successars ar assigns, ar any persan ar persans, ar tenant ar tenants, ar mortageee ar persan claiming any security interest thraugh Lessee, appaint a receiver to. callect the rents and praffts arising aut af the Leased Land, the buildings and impravements therean and the subleases pertaining thereto. and apply such rents and prafits to. the payment and satisfactian af Lessee's abl igatians under this Lease, including, withaut limitatian, the payment af the rent due i Cfty hereunder, first deducting all praper charges and expenses attending I the executian af such trusts, and to. have any balance remaining held by such I I I I -13- CITY OF SEWARD, ALASKA GROUND LEASE - CABLEVISION recefver far dispasiticn in accardance with any judgement ar decree entere therein, ar as may be fram time to. time directed by said caurt. ~U~L.L X y.IJ..... ~G.ENERl\1.. P.BQUSl (mS, I I 1. ~:tl4P.Q~L.Wt.1fj~ilt.e~, Either party shall, at any time and I fram time to. time, upan nat less than thirty (30) days' priar written \ request by the ather party, execute, acknawledge, and deliver to. such party, ar to. its designee, a statement in writing certifying that this Lease is I il unamended and in full farce and effect (ar, if there has been any amendment :' thereaf, that the same is in full farce and effect as amended and stating I the amendment ar amendments), that there are no. defaults existing (ar, if I there is any claimed default, stating the nature and extent thereaf), and stating the dates to which the rent and ather charges have been paid in i advance, It is expressl y understaad and agreed that any such statement I del ivered pursuant to. this sectian may be rel ied upon by any praspective ! assigneee ar tenant af the Leasehald Estate, ar estates, ar Lessee ar any i praspective purchaser af the estate af Cfty, ar any lender ar praspective I I assigneee af any lender an the security af the Leased Land ar the fee estate, ar any part thereaf, and any third persan. 2, COJ)~:t.tOJ)li .J1nd...c.Qlf..e.na{lt~. All the pravisians af this Lease shall be deemed as running with the Land, and shall be canst rued to. be "canditians" as well as "cavenants,1l as thaugh the wards specificall expressing ar imparting cavenants and canditians were used in each separat, pravisian, 3. MQ..W~t'ler..J:lf..6.t'~~l;h, No. failure by either City ar Lessee to. insist upan the strict perfarmance by the ather af any cavenant, agreement, term ar canditian af this Lease ar to. exercise any right ar remedy canse- quent upan a breach thereaf, shall canstitute a waiver af any such breach ar I af such caven ant, agreement, term ar canditian, No. waiver af any breach 'I shall affect ar alter this Lease, but each and every cavenant, canditian, :1 agreement and term af this Lease shall cantinue in full farce and effect with respect to. any ather then-existing ar subsequent breach, 4, IJmu:~f ~$Ji!aP.<;El, I each pravision. :1 I Time is af the essence af this Lease and of 5. CQO'IPJl:ta:tlo.lJ..QLI1ma. The time in which any act pravided by this Lease fs to. be dane is camputed by excluding the first day and including the last, unless the last day is a Saturday, Sunday ar a haliday, and then it is also. excluded, The term Ilhal idayll shall mean all hal idays as defined by the statutes af Alaska, 6, s'1l!:C.e1'is.or.s _. i.O lnt.e.r.e.s:t, Each and all af the covenants, canditians and restrictians in this Lease shall inure to. the benefit af, and shall be binding upan, the successars in interest of City and the autharize~ assignees, transferees, tenants, licensees and ather successars-in-intere~ af Lessee, -14- CITY OF SEWARD, ALASI<A GROUND LEASE - CABLEVISION , I, . 'I 7. ~tr.~.6gr.~Qment, This Lease cantains the entire agreement cf " the parties with respect to. the matters cavered by this Lease, and no. ather agreement, statement or pramise made by any party, or to any emplcyee, afficer, ar agent af any party, which is nat cantained in this Lease shall be binding ar valid, 8, ~vata1xLq.~~~. This Lease shall be gaverned by, canst rued and enforced in accardance with the laws of the State af Alaska. 9. ~A.r;':tJ.~l.J;.OVA]JllJ.t.ll. If any term, cavenant, conditian ar ~ pravisian af this Lease is held by a caurt af campetent jurisdictian to. be invalid, vaid ar unenfarceable, the remainder af the pravisians shall remain in full farce and effect and shall in no. way be affected, fmpaired or invalidated. 10. 8A}n1.oI1s.bUL._Q.t..P_~t':t;lQ:i, Nathing cantained in this Lease I' shall be deemed ar canstrued by the parties, ar by any thi rd persan, to. 1 create the relatianship af principal and agent ar af partnership ar af jaint venture ar af any assaciatian between City and Lessee; and neither the methad af camputatian af rent nar any ather pravisians cantained in this Lease nar any acts of the parties, shall be deemed to create any relatian- ship between City and Lessee, ather than the relatianship af lessar and lessee. . 'I '! 11, lnter.~t~~1jQn. The language in all parts af this Lease shall I, in all cases be simply canstrued accarding to. its fair meaning, and not strictly far ar against City ar Lessee. Unless atherwise pravided in this Lease, ar unless the cantext atherwise requires, the fallawing rules af canstructian shall apply to. this Lease: ;, i, la) ~1.UI1Rar,,~od.._G,~n(lQr, In this Lease, the neuter gender includes the masculine and the feminine, and the singular number includes the plural; the ward "persan" includes carparatian, partnership, ffrm ar assaciatian wherever the cantext sa requires. (b) M4IJa"'.tQr.Y...~t\.ct.r.~J:lI1UAj~, "Shall," "will" and "agrees" are mandatary; "may" is permissive. (c) !dP.t1.Qfls.. Captians af the Articles, Sectians and subsectians af this Lease are far canvenience and reference anly, and the wards cantained therein shall in no. way be held to. explain, modify, amplify ar aid in the interpretatfan, canstructian ar meaning af the pravisians af this Lease. 12, ~ndm(lnt, This Lease is nat subject to. amendment, except in i writing executed by all parties hereto. I; . 13 (a) , Qe.ltver"y, !:If ..No.t i.~~~ cmd. ,Rent~.-M~th9.d....9ns:l. T1/!1~. All natices, demands ar requests fram ane party to. anather shall be delivered in persan ar be sent by mail, certiffed ar registered, pastage prepaid, to. the 1 Ii i' I -15- CITY OF SEWARD, ALASKA GROUND LEASE - CABLEVISION addresses stated in this Sectian, and shall be deemed to. have been given a the time af delivery ar making. (b). EAy_o.t ..9f...Re,Il;t, All rents and ather sums payab le by Lessee to. City shall be by check, payable to. City, delivered in persan ar mailed to. City at the fallawing address: CITY CLERK CITY OF SEWARD p, O. Bax 167 Seward, AK 99664 and shall be deemed to. have been pafd when received at such address. (c). NQtikftS..:t.o Citlt. All natices, demands and requests fram Lessee to. City shall be given to. City at: CITY CLERK CITY OF SEWARD P. 0, Bax 167 Seward, AK 99664 and to. such ather persans at such addftfanal addresses as City may specify, but nat exceeding faur in the aggregate, ,: !! (d). NP.:t.1s:;,es..t.Q 1..!~~S.el\l. All natfces, demands ar requests frc City to. Lessee shall be given to. Lessee at: II SEWARD CABLEVISION P. O. Box 929 Seward, AK 99664 Ce), ~iW.QtL.o.f.t\d.dr:e,ss. Each party shall have the right, fram time to. time, to. designate a different address by natice given in canfarm1ty with this Sectian. 14. El.r.~ls.~r!.li. ,kQIIIlnj.$liitQJ\. Each af the parties represents and warrants that there are no. claims far brakers' cammissians ar finders' fees in cannectfan with the executfon of this Lease. IS, a.ttO,rn~?!,.feAl~, If either party hereto. instftutes any suit, actian ar arbftratian praceeding to. collect the rent reserved, or to. enfarce any cavenant ar agreement hereaf, ar to. abtain any of the remedies herein prav1ded, the prevailing party shall be entitled to. such sum af money as the caurt ar the arbitration baard may adjudge reasonable as casts and attarney fees in such suit. actian ar arbitratian praceeding, including any appeal I! taken by either party in such suit, actian ar arbitratian proceeding, II I, . :1 I: I I Ii -16- CITY OF SEWARD, ALASKA GROUND LEASE - CABLEVISION . 16. Be.s;g:r.d$.. Lessee shall, at all times, keep ar cause to. be kept praper baaks af recard and accaunt in which full, true and carrect entries will be made af all dealings or transactians af, ar in relatian to., the Leased Land, 17, Wo.lilJ:~b, Nathing in this Lease shall autharize Lessee to exercise any rights in regard to. ail, ail rights, minerals, mineral rights, natural gas, natural gas rights, and/ar ather hydracarbans by whatsaever ~ name that may be wfthin ar under the Leased Land, City reserves the right , to. whipstock, ar directionally drill, and mine fram land ather than the Leased Land ail ar gas wells, tunnels and shafts into., thraugh ar acrass the subsurface af the Leased Land, and to. bottam such whipstacked ar directianally drilled wells, tunnels and shafts under and beneath ar beyand the exteriar limits thereaf, and to. redrill, retunnel, equip, maintain, repair, deepen and aperate any such wells ar mines, withaut, hawever, the right to. disturb the use of the surface ar to. drill ar mine thraugh the upper SOO feet af the subsurface af the Leased Land, ,i 18, GQg.<1.f.il.1.tb, The terms af this Lease impase an abligatian af gaad fafth an City and Lessee in the perfarmance and enfarcement thereaf. . 19, El~t_~9_J~oaU1~e.b~.~:t~, Lessee, as partial cansidera- tian far this Lease, expressly undertakes to. camplete canstructian af such a facility nat later ~han July 1, 1988. If Lessee fails to. timely meet any af these requirements, City may, by giving written natice to. Lessee, elect to. terminate this Lease. All further rights, duties and abligatians hereunder shall cease upan receipt by Lessee af such notice. 20, ~J.~kt.1QtL :t;g,_.:re.t'llll.I')At.e...b~.~J...e:.lS.ell. If an earthquake accurs during the term hereaf, making the canstructian, financing, maintenance ar , aperatian af an impravement(s), building(s) ar ather structure(s) an the Leased Land impractical ar impermissible, then in such event, pravided the Lessee be in gaad standing hereunder, Lessee may, in his uncantralled discretian, elect to. terminate this Lease upan: (a) giving written natice to. City; and , ,I percent af , i nvned late 1 y (b) making payment to. Cfty af a sum equal to. fifty (SO%) the rents payable to. City far the twelve calendar manths preceding the notice under (a); and II (c) satisfying ar ctherwise releasing City's fee fram any encumbrance(s) created as the result af Lessee's actians. All further rights, duties and abligatians hereunder shall cease upan 'i receipt by City af such nctice af election to. terminate and the fulfil11ng canditians (b) and (c), . Ii I, 'I I: Ii II I -17- I CITY OF SEWARD, ALASKA GROUND LEASE - CABLEVISION ^flT.tc...I..E.XVlU...~B~QQro1.t.-lG.... ,1;xe:GUI!Q~ . .C.o.UN.TEBP.ARTS. 1. REJs:o..a11ng, The parties may, cancurrently with the executfon af this Lease, execute, acknawledge and record a memorandum af lease, Fallawing recarding, the memorandum lease shall be attached to. this Lease, 2. QQunt~r~A~t~. This Lease has been executed by the parties in two. caunterparts, each af which shall be deemed to. be an ariginal, 3, ~~.~j~n. This Lease has been executed by the parties an the day and year first abave written, ! I LESSOR: ii CITY OF SEWARD, ALASKA II 'I I, I DARRYL" sCHAEFERMEYER:"C 1ty" M~'n~g-e~ LESSEE: ..,.,~..'.....J>""'.~"''''''_'' ~ ..6'" .... . ,.., ...... e.... ........... ATTEST: APPROVED AS TO FORM: HUGHES, THORSNESS, GANTZ, POWELL AND BRUNDIN, Attarneys far the City af Seward, Alaska i I, " 'I " " ...J/.!Mi../II/L-I,. . '. .... Fred B. Arvidsan, City Attar~~y I ...~i _--10 ...'"."",-_._~......_......"~.......................",,,.. ...........-.... ., Linda S, Murphy, City Clerk (Cfty Seal) ;1 I ~ ! THIRD JUDICIAL DISTRICT ) STATE OF ALASKA ss. THIS IS TO CERTIFY That, an the ~ day af . , i 19 , befare me, the undersigned, a Natary Publ ic in ~~'d'-f~~'the st~te af Alaska, duly cammissianed and swarn as such, persanally appeared " , i - ...".~ .... ..,. ..,.... .. .., knawn to. me and to. me knawn to. be the .. . '! City Manager af the city af Seward, Alaska, and acknawledged to. me that the faregaing instrument was executed as a free and valuntary act and deed. ~ .. - . ..... -18- II I CITY OF SEWARD, ALASKA GROUND LEASE - CABLEVISION . I !: :1 ii IN WITNESS WHEREOF, I have hereunto. set my hand and affixed my notarial seal the day and year hereinabave written. II II :1 I: 'I I NOTARy'"PUBL"IC "FOR"'STATE" OF ALAsKi,,' .~ My Cammissian Expires:..._ ,...."., STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) THIS IS TO CERTIFY That an this ~day af _... ~~ ., , , befare me, the undersigned, a Notary Public in and far the state af ka, duly cam jssianed and swarn as such, persanally appeared m . ... _..~ '. , . ' , knawn to. me and to. me knawn to. be the persan(s) who. executed the faregaing instrument, and who. acknawledged that (t)he(y) signed the same freely and valuntarily far the Ii uses and purpases therein cantained, " ;i i. IN WITNESS WHEREOF, I have hereunto. set my hand and seal an the il day and year first hereinabave written. . I: !: I' 9~~.~~~:.. ...~~ _. , NOTARY PUBLIC FOR STATE B.f C~~ Expires.: My Cammissian Expires:.... .MardllJi.l9.9:2 ' Ii . -19-