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HomeMy WebLinkAboutRes1985-093 . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 85-93 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, AUTHORIZING A 12-MONTH LEASE OF THE MARINE INDUSTRIAL CENTER SHIPLIFT PLATFORM TO JOEL STEELMAN, DBA SEWARD STEELWORKS WHEREAS, on August 12, 1985, the Seward City Council authorized a short-term lease of the Marine Industrial Center ship lift platform with Joel Steelman, DBA Seward Steelworks; and WHEREAS, this short-term lease expires September 11, 1985; and WHEREAS, Mr. Steelman has met all obligations of his current short-term lease of the lift satisfactorily; and WHEREAS, Mr. Steelman has completed several improvements at the lift area which are a permanent benefit to the city, including electrical service to the lift and a well at the dock; and WHEREAS, the proposed lease contains a provision to terminate should a long-term lease of the Marine Industrial Center be authorized by the Council; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, that: Section 1. The City Manager is hereby authorized to enter into a 12-month lease agreement with Joel P. Steelman, DBA Seward Steelworks, a copy of which is attached and incorporated herein as Exhibit "A", for the operation of the Marine Industrial Center shiplift platform. Section 2. This resolution shall take effect thirty (30) days following its adoption. This resolution is subject to suspension during the first thirty (30) days after passage if a sufficient referendary petition is filed in accordance with Section 4,8 of the City Charter. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, this 26th day of Allgll"t , 19 R~ THE CITY OF SEWARD, ALASKA ...., (/ J/l~~ ( eM d (JJ:.{,/ . . DONALD W. CRIPPS, MAyol -1- . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 85-93 AYES: NOES: ABSENT: ABSTAIN: ATTEST: Cripps, Gillespie, Meehan, Simutis, Williams None Hilton, Scholl None APPROVED AS TO FORM: HUGHES, THORSNESS, GANTZ, POWELL AND BRUNDIN, Attorneys for the City of Seward, Alaska eA?~}~ <~-JDeDC Christy Audette, Deputy City Clerk (City Seal) +/W/ I?/~ Fred B. Arvidson, City Attorney -2- . . . . . LEASE AGREEMENT FOR USE OF MIC SHIPLIFT PLATFORM " II , i This Agreement, made between the City of Seward, Alaska ,19 , (herein called "City") and II :1 !I ~ i ii I, I' il II I, I' (herein called "Lessee"). Whereas, the Lessee is desirous of leasing the City MIC Ship lift Platform to lift vessels out of the water for purposes of repair, and to return vessels to the water upon completion of repairs; and Whereas, the City is desirous of leasing the MIC Shiplift Platform for such purposes upon the terms and agreements as hereinafter set forth, and desire the greatest possible utilization of the Lift; NOW THEREFORE, the City and Lessee agree as follows: 1) DESCRIPTION OF LEASE. The City agrees to lease the Platform for a period not to exceed twelve (12) months. The area encompassed by the Lease includes only the Platform and adjacent upland area as defined on Attachment "A". The Platform Control Building and Cargo Deck Moorage is specifically excluded from the Lease. The Lessee may use the surface of the cargo deck for access to the Platform, however, Lessee may not block access or otherwise interfere with activities of vessels that may use that Facility. The Lessee is specifically prohibited from operating equipment or storing materials on the south Dock and the Sea Wall. 2) LIFT OF VESSEL. The City will operate the Shiplift to raise or lower the Platform upon request of the Lessee. The Lessee will schedule such lifts at least forty-eight (48) hours in advance. The City will attempt to meet that schedule in a reasonable manner, however, the lift will be performed at such time as the City may in its sole discretion elect, and the return of a vessel to the water shall similarly be accomplished at such time as the City in its sole discretion may elect. The Lessee and City agree that under no circumstances will the City be liable to the Lessee or others for any damage or loss (including without limitation, business or other consequential damages) by virtue of the scheduling of the Lift operations, any delays in the operation, or any failure to lift the vessel by virtue of equipment malfunction or any other cause. 3) MAINTENANCE OF FACILITIES. The City will perform maintenance and repair of the mechanical/electrical and structural systems of the Lift. The Lessee is responsible for all routine maintenance and house- keeping of leased areas, or areas otherwise utilized for Lessee's activities, to include maintenance of the surface of the Platform, and replacement of wood decking according to specifications provided by the City. The Lessee will take all necessary measures to protect the Platform and adjacent facilities and equipment from damage, exposure to paint or other contaminates. All areas utilized by the Lessee will be maintained, clean and orderly, free of trash and debris. The Lessee is -1- . . . . . specifically prohibited from drilling, welding or otherwise damaging any structural steel, rails or miscellaneous steel fixtures of the Platform and Shiplift Facility. Any damage to the Facilities will be repaired or replaced at the Lessee's expense. The repair work may be accomplished by the Lessee or others at the City's discretion. , , i II II ~ i " jl " Ii 4) PAYMENT. It is intended that the Platform will be utilized to the fullest extent possible. Therefore, the schedule of Lease payments and lift fees payable to the City by the Lessee is designed to encourage turnaround of vessels and several lifts per month. The City's revenue will consist of two (2) payments; a monthly lease for the use of the Platform and a lift fee for each vessel~ The monthly lease payment will equal an amount of Two Hundred and No/lOO Dollars ($200.00) per day for the life of the Lease. This will total Seventy-three Thousand and No/lOO Dollars ($73,000.00) for twelve (12) months. This payment will be made in advance for the next thirty (30) day period, starting witht he day the Lease is signed. This lease payment is due whether or noth the Lift is occupied by a vessel, except that if the City delays lifting (or lowering) a vessel more than three (3) working days, the dialy lease payment for waiting days over three (3) working days will be waived. The lift fee will be Ten and No/IOO Dollars ($10.00) per linear foot of vessel for each lift, but in no event less than One Thousand and No/lOO Dollars ($1,000.00) per each lift. If two or more vessels are lifted in one (1) lift the fee will be the added total lengths of all vessels. The minimum monthly (3D-day period) lift fee will be double the minimum single lift fee or not less than Two Thousand Dollars and No/lOO ($2,000.00) per month. 5) PREPARATION OF VESSEL; LOADING AND UNLOADING. The City shall operate only the Shiplift mechanism. The Lessee shall design and provide all blocking and other materials necessary to prepare the vessel for lifting and storage by the Facility. All blocking and other activi- ty requisite to lift and store the vessel shall be performed, inspected and directed by the Lessee. The City retains the overriding rights to inspect the design and workmanship solely to assure that the blocking system does not pose a possibility to damage the Shiplift Facility. If such a possibility exists the City may refuse to lift the vessel. There is no requirement for the City to perform such inspections, and by performing an inspection the City does not release the Lessee of any responsibilities or liability contained in this ~greement. The vessel is to be moved and guided on to the Lift, al'igned on the blocking and subsequently removed from the Lift under the direction of or by the Lessee. The City will operate the Lift according to the direction of the Lessee, subject to the overriding right to stop the lift operation if it feels there is a possible hazard to the Facility or a vessel. 6) INSURANCE. The Lessee, at its own expense, shall obtain workers' compensation insurance coverage for any employees involved with the Lift or storage of the vessel, except for City employees, as well as public liability insurance with limits of not less than One Million and No/lOO Dollars ($1,000,000.00) for injury or death to any person or damage to or loss of property. The public liability and property damage insurance to be obtained by the Lessee shall cover the City as its -2- . . . . . interests appear. Evidence that such coverage is in force shall be furnished to the City prior to the signing of the lease agreement. The procurement and sufficiency of insurance required under this Agreement shall be the sole obligation of the Lessee and the review of any policy or certificate of insurance by the City shall not in any way lessen or constitute an defense to or offset against the Lessee obligations to provide the requisite insurance. , Ii 7) UTILITIES. The City may, but shall not be required to provide any utilities at the Shiplift Facility. To the extent any utilities are required by Lessee (including, without limitation, water, gas, electric, sewer) they shall be provided at the sole expense of Lessee. , ; I ;1 II II 'I I I 1 1 1 II 8) GUARANTEE. The Lessee will post with the City a guarantee in the amount of Fifty Thousand and No/I00 Dollars ($50,000.00) in a form acceptable to the City to cover any expense to the City resulting from this Agreement. Such expenses may include, but are not limited to repair of damages to the Shiplift Facility, its moorages, navigation aids, cathodic protection system, sea walls, cleanup of areas used by Lessee, etc. Such expenses may also include accomplishing sufficient repairs to a vessel to permit removing it from the Lift and safely launching and towing it to a moorage. This guarantee is in addition to and does not replace the insurance required elsewhere in this Agreement. It may be provided in a perfor- mance bond, escrow or letter of credit payable to or with the City as sole obligee. The guarantee, less-any expenditures, shall be returned to the Lessee when the Lease Agreement is paid off in full and closed out. 9) LITIGATION. The Lessee is advised that the City is involved in litigation with a contractor concerning a previous contract to construct and operate the Shiplift Facility. Should the findings of a court or arbitrator, or a settlement effect this Agreement the City reserves the right to terminate the Lease for convenience of the City. 10) CHARGE FOR SERVICES. The Lessee will provide the City a copy of its proposed fees for a lift and its standard labor, equipment and material rates. Such rates will become a part of this Agreement and may not be changed except by consent of the City. 11) TERMINATION. The City may terminate this Lease, without penalty of any kind, at any time for convenience upon delivery of written notice to the Lessee thirty (30) days prior to the date of intended termination. If the Lease is terminated for convenience the Lessee shall promptly complete any work underway and clear the work site of its equipment and supplies. All necessary site cleanup, repair of the Platform or other obligations required by this Agreement will be completed prior to the termination date. The City may terminate this Agreement for cause by giving the Lessee thirty (30) days notice prior to the termination date, except, it may be terminated immediately, if the Lessee's operations pose a danger to the Shiplift Facility or are violations of state or federal permits. If the Lessee fails to correct its operations to the satisfaction of the City, the City may clear the area of vessels and the Lessee's equipment -3- . . . . . , i ji I I and supplies utilizing the guarantee required under Paragraph 8 of this Agreement. When terminating for cause, the City assumes no obligations to complete the repairs to any vessel that may be on the Platform, except those necessary to enable safely moving it to a moorage. This Lease is subject to suspension during the first thirty (30) days after passage of the resolution if a sufficient referendary petition is filed in accordance with Section 4.8 of the City Charter. 'i II i: 12) AUTHORIZATIONS. The Lessee shall obtain all necessary li- censes, permits, or approvals, including without limitation environ- mental permits, and shall defend, indemnify, and save the City harmless from any loss, penalty, assessment, claim or demand based upon the failure to obtain such license, permit, or approval or for any breach or violation of any such license, permit or approval. 13) INDEMNIFICATION; LIABILITY. The Lessee shall defend, indemni- fy and save harmless the City from and against all suits, claims and demands on account of injury to or death of any person, including without limitation any employee, officer, or agent of the City of the Lessee, resulting from or arising out of any operation of the' Shiplift Facility or other activity or circumstance contemplated by this Agree- ment, and regardless of the cause of any such damage, destruction, loss, injury or death, including without limitation any such damage, de- struction, loss, injury or death occasioned by the negligence of the City. The Lessee and the City hereto recognize that by virtue of the indemnity provisions of this Agreement all possible losses which may be borne by Lessee are allocated as the burden of Lessee, for which the Lessee is expected to obtain insurance and otherwise bear the risk of any loss. The Lessee and the City understand and agree that the City will not provide a dockmaster on the dock at the Ship lift Facility, and that the Lessee shall provide all necessary supervision of the operation, subject to the City's overriding direction if it so elects, and the Lessee shall defend, indemnify, and hold the City harmless from any liability arising by virtue of alleged or actual insufficiency in the inspection, operation, supervision or control of the Shiplift Facility or the operations contemplated by this Agreement. Lessee's obligations to defend, indemnify, and hold the City harmless from any property loss, claim, or damage, shall include, without limitation, any loss or damage to, or malfunction of the Shiplift Facility or attendant structures (including loss of use and other consequential damages), regardless of the cause of loss, damage, or malfunction. The indemnities and assumption of liabilities and obligations by Lessee herein provide for shall continue in full force and effect notwithstanding the completion of repairs and return of the vessel to water. The Lessee shall defend, indemnify, and hold harmless the City, its agents, servants, successors, and assigns from and against all losses, damages, injuries, claims, demands, and expenses, including legal expenses, of whatsoever nature, arising out of the use, condition (including, but not limited to, latent or other defects and whether or not discoverable by it), or operation of any component of the Shiplift Facility, regardless of where, how, and by whom operated. -4- . . . I' . . 'I I i I I Should any suit, action, or proceeding be commenced or any claim asserted against the City for or on account of any loss, damage, injury or death for which the Lessee is liable as provided herein, the Lessee shall assume the defense of any such suit or action or join with the City in any such defense, if so requested. If the City shall be held liable for and shall pay any loss, damage, claim or demand for which the Lessee would be responsible under this Agreement, the Les'see shall reimburse, pay, and indemnify the City for all payments made in dis- charge of such liability, including costs, actual attorney's fees, necessary incidental expenses, and interest thereon at the maximum lawful rate. I I 1/ 1 14) DISCLAIMER OF WARRANTIES AND REPRESENTATIONS. The City and I the Lessee acknowledge that the City is not the manufacturer of the ! ,Shiplift Facilities. It is further acknowledged that the City makes no II representations, promises, statements, or warranties, express or im- II plied, with respect to the condition, suitability, or fitness for , purpose of the Shiplift Facility. The City shall not be liable to the I Lessee for any loss, claim, demand, liability, cost, damage, or expense of any kind, cause, or allege to be caused, directly or indirectly, by the Shiplift Facility, or by any inadequacy thereof or operation thereof for any purpose, or by any defect therein; or in the use or maintenance thereof, or any repairs, servicing, or adjustments thereto, or any delay in providing, or failure to provide the same, or any interruption or loss of service or use thereof, or any loss of business, or any damage whatsoever, and howsoever caused. 15) CONSTRUCTION. This Agreement shall be construed in accordance with the laws of the state of Alaska. This Agreement has been reviewed by both parties and shall not be construed strictly for or against either party but in such manner as to give effect to its fair meaning. 16) ENTIRE AGREEMENT. agreement between the City and by a written instrument signed This Agreement constitutes the entire the Lessee and may not be modified except by the parties hereto. II II II I' 17) SEPARABILITY. The invalidity of any portion of this Agreement shall not affect the remaining valid portions thereof. 18) AGREEMENT NOT ASSIGNABLE BY LESSEE. This Agreement is person- al to the Lessee and any rights hereunder accruing to the Lessee may not be assigned. -5- . . . . . I 'j IN WITNESS WEHREOF, the Parties hereto have executed this document and have set their hands and seals on the date above indicated. il II i CITY OF SEWARD, ALASKA LESSEE RONALD A. GARZINI CITY MANAGER (Corporate Seal) ATTEST: APPROVED AS TO FORM: HUGHES, THORSNESS, GANTZ, POWELL & BRUNDIN Attoneys for the City of Seward LINDA S. MURPHY CITY CLERK FRED ARVIDSON CITY ATTORNEY (City Seal) STATE OF ALASKA ) ) ss. ) THIRD JUDICIAL DISTRICT THIS IS TO CERTIFY THAT on the day of 19____, before me, the undersigned, a Notary Public in and for the State of Alaska, duly commissioned and sworn as such, personally appeared RONALD A. GARZINI, known to me, and to me known to be the City Manager of the City of Seward, Alaska, and acknowledged to me that the foregoing instrument was executed by him in his official corporate municipal capacity, and that he executed the same pursuant to the authorization of the City Council of the City of Seward, Alaska; that the same was executed as the free and voluntary act and deed of the municipal corporate seal of said municipality. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal the day and year hereinabove written. Notary Public in and for Alaska My Commission Expires: -6- . . . II . . STATE OF ALASKA ) ) ss. ) THIRD JUDICIAL DISTRICT i 'I :1 THIS IS TO CERTIFY that on this day of 19_, before, me, the undersigned, a Notary Public in and for the State of Alaska, duly commissioned and sworn as such, personally appeared , known to me, and to me known to be the person who executed the foregoing instrument, and who acknowledged that __he__ signed the same freely and voluntarily for the uses and purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and seal on the day and year first hereinabove written. : Notary Public in and for Alaska My Commission Expires: :1 I I I I I ! -7-