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HomeMy WebLinkAboutRes1989-127 . . . sponsored by: Schaefermever CITY OF SEWARD, ALASKA RESOLUTION NO. 89-127 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, APPROVING A JOINT MANAGEMENT AGREEMENT FOR THE SENIOR/COMMUNITY CENTER AND MUSEUM WHEREAS, in 1987, the voters of Seward approved the issuance of general obligation bonds for the acquisition of a Senior/Com- munity Center and Museum; and WHEREAS, the city Council approved Resolution No. 88-060, authorizing the purchase of property known as the "old Post Office building" for renovation into a multi-use facility; and WHEREAS, renovation of the building is substantially complete and has been occupied by Seward Senior Citizens, Inc., and the Resurrection Bay Historical society; and WHEREAS, the city, the Seniors and the Historical Society wish to enter into a written agreement for operation and management of the facility; 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 execute the Joint Management Agreement, attached and incorporated herein by reference, and previously approved by the Seward Senior citizens, Inc., and the Resurrection Bay Historical Society. section 2. This resolution shall take effect immediately upon its adoption. PASSED AND APPROVED by the City Council of the city of Seward, Alaska, this 23rd day of October, 1989. THE CITY OF SEWARD, ALASKA ~~ . iam C. Noll, Mayor AYES: NOES: ABSENT: ABSTAIN: Burgess, Dunham, Hilton, Noll, Sieminski, Simutis None Meehan None -1- . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 89-127 ATTEST: (City Seal) APPROVED AS TO FORM: Perkins coie, Attorneys for the city of Seward, Alaska (JwcL J~ Fred B. Arvidson City Attorney -2- . JOINT MANAGEMENT AGREEMENT THIS AGREEMENT is between the eITY OF SEWARD, a Home Rule Municipality of Alaska ("city") and SEWARD SENIOR CITIZENS, INC., a non-profit Alaska corporation ("seniors") and the RESURRECTION BAY HISTORICAL SOCIETY ("MUseum"). R E C I TAL S: WHEREAS, in 1987 the citizens of Seward approved the issuance of General Obligation Bonds for the acquisition of a Senior/community Center and Museum; and WHEREAS, by Resolution 88-060, the Seward city Council approved the purchase of property known as the "old Post Office building" for renovation into a multi-purpose facility; and . WHEREAS, renovation of the building has been nearly completed and the premises are ready for occupancy: and WHEREAS, the city, Seniors and Museum wish to provide for a written agreement for the operation and management of the facilities located in the building; NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. PROPERTY COVERED BY THIS AGREEMENT. The Seniors and Museum agree to manage the property formerly known as the "old Post Office" and further described as follows: THE NORTH TWENTY (20) FEET OF LOT THIRTY-SIX (36) AND ALL OF LOTS THIRTY-SEVEN (37), THIRTY- EIGHT (38) AND THIRTY-NINE (39), BLOCK FIFTEEN (15), ORIGINAL TOWNSITE OF SEWARD, ACCORDING TO THE OFFICIAL PLAT THEREOF, FILED IN THE SEWARD RECORDING DISTRICT, THIRD JUDICIAL DISTRICT, STATE OF ALASKA. For purposes of this Agreement, the land described above is referred to as "the premises," and the improvements located thereon are sometimes referred to as "the building." . . . . CITY OF SEWARD, ALASKA JOINT MANAGEMENT AGREEMENT SENIOR CITIZENS/MUSEUM/COMMUNITY CENTER (a) Portion of the Buildinq Manaqed bv Seniors. The Seniors shall be solely responsible for the operation and management of that portion of the building consisting of all the ground floor, all the top floor, and that portion of the second floor outlined in RED on the attached Exhibit A, which is incorporated herein by reference. (b) portion of the Buildinq Manaqed bv Museum. The Museum shall be solely responsible for the operation and management of that portion of the second floor outlined in GREEN on the attached Exhibit B, which is incorporated herein by reference. 2. TERM OF THIS AGREEMENT. commence on a period of June, 1991. (a) Term. the first day two (2) years, The term of this Agreement shall of July, 1989, and shall continue for ending at midnight on the 30th day of (b) Manaqement/Operation of civic Proqrams. The Seniors and the Museum shall operate and manage programs and activities for the benefit of the public, including senior citizens and others. Both the Seniors and the Museum shall be entitled to use the building for those activities with a minimum of restrictions, it being the intent of this Agreement to recognize that the Seniors and the Museum are uniquely qualified to assess and implement civic and community activities, in their respective areas of expertise, which will benefit the community. The Seniors and the Museum may use the building and premises for activities reasonably incident to their primary activities, but shall not use the building or premises in any unlawful manner, or in a manner which would increase the existing rate of insurance of the City on either the premises or general liability insurance for activities of the Seniors or the Museum, or which will cause any waste or create any nuisance. Neither the Seniors nor the Museum will permit the building, or any part thereof, to be used for any business or use deemed by the City to be disreputable or extra-hazardous. It is agreed that the City, or its agent, shall have the right, at all reasonable times, to enter upon the premises and inspect the same. Upon expiration of this contract the Seniors and the Museum shall promptly and peacefully surrender the building to the City in as good a condition as received at the commencement of this Agreement, reasonable wear and tear alone excepted. Page 2 . . . CITY OF SEWARD, ALASKA JOINT MANAGEMENT AGREEMENT SENIOR CITIZENS/MUSEUM/COMMUNITY CENTER (c) The Seniors shall allow for facility usage by public charitable and civic organizations wishing to utilize a section of the facility for meetings, receptions, classes and workshops. It shall be understood that such allowances for facility reservation and use shall not conflict with standard or special event scheduling of Senior activities. The Seniors may develop policies for reservation and facility use and set rates that would cover utility and janitorial costs. The reservation policies and rate structure, and any subsequent changes thereto, must be forwarded to and approved by the City Manager. It shall be understood that the rates shall be set to cover realistic costs, and not determined in a manner to gain profits. The "Community Center" designation of the facility must be maintained in the eyes of the Seward pUblic. 3 . REPAIRS. (a) Maier ReDairs. The City agrees to make major mechanical repalrs necessary to maintain the roof and exterior walls of the existing building in a structurally sound and water-tight condition and to replace and repair, as reasonably necessary, the exterior glass and windows. The City shall not be responsible for the cost and expense of repairing any damage caused by the willful or negligent act or omission of the Seniors or the Museum, their agents, members or customers, including improper securing of the building by closing all windows and doors. The City shall perform major mechanical repairs or replacements of the building heat and hot water system, elevator and all other major mechanical repairs, and shall be charged with routine inspection and maintenance of the heating, elevator and other major mechanical systems, such as oiling and greasing, filter changes and repairs, sometimes characterized as preventative maintenance. (b) Minor ReDairs. The Seniors and the Museum shall perform the regular routine daily maintenance and repairs that can be accomplished by a day-man without special skills or training (for example, but without limitation, the clearance of toilet stoppage, changing of water faucet washers, maintenance of electric light fixtures, bulbs, switch and outlet repair, painting and other routine maintenance). Page 3 . . . CITY OF SEWARD, ALASKA JOINT MANAGEMENT AGREEMENT SENIOR CITIZENS/MUSEUM/COMMUNITY CENTER (c) Conditions of Buildina at start of this Aareement. Except as otherwise herein expressly provided, the Seniors and the Museum agree to keep and maintain the building in good and sufficient repair, order and condition, at the sole cost and expense of the Seniors and the Museum, and to deliver the building to the City in as good a state of repair and condition as when first occupied by the Seniors and the Museum, reasonable wear and tear and damage by the elements, fire or other casualty excepted. The Seniors and the Museum have become familiar with the building during the final stages of its construction and have inspected it. Except as may be specifically set forth in a writing signed by both parties prior to July 1, 1989, the Seniors and the Museum acknowledge that the building is in good condition and repair and agree not to do or suffer any waste or nuisance upon said building or injure, overload or deface the same or any part thereof, or permit the same, during or at the termination of this Agreement, to be injured, overloaded or defaced. 4. REMODELING AND DECORATING. The Seniors and the Museum, after first securing the City's approval, may, at their own expense, make changes in office partitions, or may erect new partitions, or may install new lighting fixtures; provided that such partitioning, improvements or decorating does not require structural changes or injure the building, or interfere with the use and enj oyment of the building by others. The Seniors and the Museum shall not permit or allow any liens or other encumbrances to be placed against the above-described property or any part thereof, and will at all times hold the City harmless against any expense or charges arising out of any construction, installation, improvement, alteration, redecoration or repair commenced or carried out at the request of the Seniors or the Museum. All changes, alterations, additions or repairs by either the Seniors or the Museum shall become the property of the City without liability on the City's part to pay for the same; except, however, that any sinks, basins, plumbing, shelving, counters, mirrors, lighting fixtures, appliances or trade fixtures placed in the building by the Seniors or the Museum, which do not actually become a part of the building, may be removed from the building by the Seniors and the Museum at any time prior to the expiration or termination of this contract; provided that, in installing any such trade fixtures, shelving, counters, mirrors, lights or appliances, and in removing same, the Seniors and the Museum shall not structurally change or damage the building and, at the end of this contract or extension thereof, shall surrender the building in good condition and repair. Page 4 . . . CITY OF SEWARD, ALASKA JOINT MANAGEMENT AGREEMENT SENIOR CITIZENS/MUSEUM/COMMUNITY CENTER 5. UTILITIES. The Seniors and the Museum shall pay all costs of utility services, including water, electric, sewer and telephone. The Seniors agree to pay two-thirds (2/3) of the total fuel, water and sewage costs to the building, and the Museum agrees to pay one-third (1/3) of those costs. The Seniors and the Museum have entered into a utilities agreement in the form attached hereto as Exhibit C, and incorporated herein by reference. The Seniors and the Museum agree to each be responsible for separately metered electric charges and to each pay its own charges for telephone service. In the event of any doubt or dispute which cannot be amicably settled between the parties, then the parties shall resort to arbitration as hereinafter provided. 6. JANITORIAL. It is understood and agreed between the parties hereto that, from and after July 1, 1989, the Seniors and the Museum, each individually, shall be solely responsible at their own cost and expense for contracting for, or provision of, all janitorial services within the building, and the City shall, from and after June 30, 1989, furnish no janitorial services or supplies to any part of the building, and any other agreement between the parties to the contrary is accordingly modified. The Seniors and the Museum agree that, between themselves, they will provide for complete janitorial services to the building, including window washing, floor cleaning and waxing, vacuuming, and restroom cleaning. The City shall provide snow removal on the parking areas adjacent to the building, but shall not be required to give any priority to snow removal at the building, over other City facilities or responsibilities. The Seniors shall provide snow removal on the sidewalks adjacent to the building. 7 . DAMAGE OR DESTRUCTION OF IMPROVEMENTS. I f the building on said premises shall be damaged by fire or other casualty, the City shall have the sole and unfettered option to repair the damage or terminate this Agreement. This discretion shall be absolute, even if the damage or destruction was caused by negligence of the City, its agents or employees, or otherwise without fault by the Seniors and the Museum. It is the present intent of the City to insure the building and premises for fire and other casualty, but the City shall be under no obligation to do so. The City is not required to expend any funds or proceeds or insurance on the building or premises for the purpose of reconstruction or repair, but may do so at its discretion. If the City determines to repair or replace said building so that the Page 5 . . . CITY OF SEWARD, ALASKA JO[NT MANAGEMENT AGREEMENT SENIOR C[TIZENSjMUSEUMjCOMMUNITY CENTER Seniors and the Museum may continue operation of programs therein, it may accomplish the repairs or reconstruction in any reasonable manner, and the City shall not be responsible to the Seniors and the Museum for any interruption or permanent elimination of activities or programs. The City may, but need not, pool funds received from insurance proceeds or other sources with funds raised by the Seniors and the Museum to accomplish repairs or reconstruction. If the discretionary repair or replacement of the building by the city has not been completed within a period of 180 days from the date of damage or destruction, either the Seniors or the Museum may, at its option, terminate this entire contract, even as that termination may affect another party. Nothing in this provision shall relieve the Seniors and the Museum of any responsibility or liability for a loss or destruction of the premises occasioned by any willful act, omission or negligence giving rise to damage or destruction of the premises. 8. CONDEMNATION. (a) If title to all of the premises subject to this Agreement is taken for any public or quasi-public use under any statute, or by right of eminent domain, or by private purchase in lieu of eminent domain, then this contract shall terminate on the date that possession of the premises is taken. (b) All compensation awarded or paid upon a total or partial taking of the fee title of the premises shall belong to the city; provided, however, that the City shall not be entitled to any award made to the Seniors and the Museum for loss of historical collections, art or fixtures. 9 . LIABILITY INSURANCE AND INDEMNITY. It is the present intent of the City to obtain liability and fire and other casualty insurance on the building and premises. If, at their options, the Seniors and the Museum obtain additional coverages, they shall name the City as an additional Named Insured on any policies obtained by either on the premises subject to this Agreement, or for their operations thereon. The Seniors and the Museum agree to indemnify, defend and save the City harmless from all claims for injury or damage made by any person respecting the premises, except claims which arise from the City's negligence. Page 6 . . . CI.TY OF SEWARD, ALASKA JOINT MANAGEMENT AGREEMENT SENIOR CITIZENS/MUSEUM/COMMUNITY CENTER 10. DEFAULT. CITY'S REMEDIES. (a) The City may give the Seniors and the Museum ten (10) days' notice of intention to terminate this Agreement 'in any of the following described circumstances: (1) if either the Seniors or the Museum shall be in default in the performance of any covenant of this Agreement, and if such default is not cured within ten (10) days 'after wri tten notice thereof given by the city; or, if such default shall be of such nature that it cannot be cured completely within such ten (10) day period, if the Seniors and the Museum shall not have promptly commenced within such ten '(10) day period or shall not thereafter proceed, with reasonable diligence and in good faith, to remedy such default; (2) if the Seniors or the Museum shall be adjudicated a bankrupt, make a general assignment for the benefit of creditors, or take the benefit of any insolvency act, or if a permanent receiver or trustee in bankruptcy shall be appointed for the Seniors or the Museum property and such appointment is not vacated within ninety (90) days; (3) if the building vacant or deserted by either the Seniors period of ten (10) days; (4) if this contract shall be assigned by either the Seniors or the Museum for any reason; or or premises becomes or the Museum for a (5) if either the Seniors or the Museum shall be in default in the payment of any utility or other charge of the City, including electric services and such default is not cured within ten (10) business days after mailing of written notice thereof by the City. (b) If the City shall give ten (10) days' notice 'of termination as provided in sub-paragraph (a) above, then, at the expiration of such period, this Agreement shall terminate as completely as if that were the date herein definitely fixed for I the expiration of the term of this Agreement, and the Seniors and the Museum shall then surrender the property to the city. If this Agreement shall so terminate, it shall be lawful for the ci ty, at its option, without formal demand or notice of any kind, to re-enter the property by an unlawful detainer action or by any other means, including force, and to remove the Seniors and the Museum therefrom without being liable for any damages therefor. Page 7 . . . CITY OF SEWARD, ALASKA JOINT MANAGEMENT AGREEMENT SENIOR CITIZENS/MUSEUM/COMMUNITY CENTER (c) The Seniors and the Museum shall each remain liable for all its obligations under this Agreement, despite the City's re-entry, and the City may use the property as agent for the Seniors and the Museum, if the City so elects. The Seniors and the Museum waive any legal requirement for notice of intention to re-enter. (d) If this Agreement shall terminate as provided in this Paragraph 10, the City shall have the right to rent the said building for such rent and upon such terms as the City may see fit. 11. ASSIGNMENT. It is specifically provided that the Seniors and the Museum shall have no right to assign this Agreement or any interest thereunder without the prior written consent of the City having first been obtained. The parties recognize the City has undertaken extensive reconstruction and remodeling of the building and premises in anticipation that the Seniors and Museum would operate community and civic activities from them, and that the City would not have entered into this Agreement with any other parties or entities. 12. NOTICES. Any notice or demand, which, under the terms of this Agreement or by any statute or ordinance, must or may be given or made by a party hereto, shall be in writing and may be given by certified or registered mail sent to the other party at the address set forth below, or to such other address as a party may from time to time designate by notice in writing. All notices, demands and requests from the Seniors and the Museum to the City shall be given to the city at the following address: CITY MANAGER CITY OF SEWARD P. O. Box 167 Seward, Alaska 99664 All notices, demands and requests from the City to the Seniors and the Museum shall be given to the Seniors and the Museum at the following addresses: SEWARD SENIOR CITIZENS CENTER P. O. Box 1195 Seward, Alaska 99664 RESURRECTION BAY HISTORICAL SOCIETY P. O. Box 871 Seward, Alaska 99664 Page 8 . . . CITY OF SEWARD, ALASKA JOINT MANAGEMENT AGREEMENT SENIOR CITIZENS/MUSEUM/COMMUNITY CENTER 13. ACCESS. The Seniors and the Museum will permit the City and its agents to enter into and upon the building at all reasonable times for the purpose of inspecting, maintaining or other lawful purposes. In addition, the Seniors and the Museum shall provide access to each other's agents to enter into and upon the building at all reasonable times for the purpose of compliance with this Agreement. 14 . SUCCESSORS BOUND. The covenants and agreements contained in this Agreement shall inure to the benefit and be binding upon the parties hereto, their heirs, legal representatives, successors or assigns; provided, however, that the Seniors and the Museum shall make no assignment without the prior written consent of the City first having been obtained. 15. NO ORAL MODIFICATION. This Agreement may not be modified, except in writing signed by the parties hereto, their heirs, legal representatives, successors or assigns. 16. ARBITRATION. In the event of any dispute arising between the parties in regard to the interpretation of this Agreement which cannot be amicably resolved, either of the parties hereto may call for arbitration, in which case each of the parties will select an independent arbitrator, and the two so selected shall select a third, which said arbitrators shall meet and resolve the difference, and the decision of any two of the three arbitrators so selected shall be binding upon the parties. The cost of such arbitration shall be borne equally between the parties. 17. WAIVER OR RELINOUISHMENT. Failure of the City to insist upon the strict performance of the terms, conditions and agreements herein contained, or any of them, shall not consist or be construed as a waiver or rel inquishment of the City I S right to thereafter enforce any such term, agreement or condition, but the same shall continue in full force and effect. 18. SUBORDINATION. The Seniors and the Museum agree that they will subordinate their rights hereunder to the lien of any mortgage or any other method of financing or refinancing, now or hereafter placed against the premises or the building and to any and all advances made or to be made thereunder, and to the interest thereon and to all renewals, replacements, consolidations and extensions thereof. This paragraph shall be self-operative and no further instrument Page 9 . . . CITY OF SEWARD, ALASKA JOINT MANAGEMENT AGREEMENT SENIOR CITIZENS/MUSEUM/COMMUNITY CENTER of subordination shall be required. The parties understand and recognize that funding for the construction of the building on the premises was provided in part by the City through the issuance of General Obligation Bonds (Alaska Municipal Bond Bank 1987 Series A), and this Agreement shall be subject to all the terms and conditions of that issue, including any trust indenture and other financing commitments. Any provision of this Agreement in contravention thereof shall be null and void, and the parties agree not to enforce any provision which would affect the tax-exempt status of those bonds. 19. CAPTIONS. The ti tle to sections of this Agreement are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part hereof. 20. ENTIRE AGREEMENT. This Agreement contains all of the covenants and agreements between the City and the Seniors and the Museum pertaining in any manner to the programs and activities to be conducted from the premises and building by the Seniors and the Museum. No prior agreements, operations or understanding pertaining to the same shall be valid, and this Agreement shall not be altered, modified or added to, except in writing signed by the city and the Seniors and the Museum. Any provisions of this Agreement which shall prove to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision hereof, and the remaining provisions hereof shall, nevertheless, remain in full force and effect. The provisions of this Agreement and any questions arising concerning this Agreement shall be determined and resolved in accordance with the laws of the state of Alaska. hereof, property property cause it Museum's 21. REMOVAL OF PROPERTY. If, at the end of the term the Seniors and the Museum shall fail to remove any from the premises, then, at the city's option, such shall become the property of the City, or the City may to be removed and disposed of at the Seniors' and the expense. 22. WAIVER. Any waiver by a party to any term, condition or covenant of this Agreement shall not be deemed a waiver of the same on future occasions. Page 10 . . . CITY OF SEWARD, ALASKA JOINT MANAGEMENT AGREEMENT SENIOR CITIZENS/MUSEUM/COMMUNITY CENTER IN WITNESS WHEREOF, The parties have hereunto set their hands and affixed their seals the day and year first above written. CITY CITY OF SEWARD, ALASKA ~. CITY MANAGER ~ ATTEST: SENIORS SEWARD SENIOR CITIZENS, INC. BY: rn\o ~r'L'rtr+J'" a '-'" Y\'1O',.-..h.... ITS i) \re cb,.... MUSEUM RESURRECTION BAY HISTORICAL SOCIETY -/'----J . BY, /J!:ylhLs,- ITS / 0-1. c ,'A,,-:~;;f-- APPROVED AS TO FORM: PERKINS COIE /1 L 'a~ J~ FR D B. ARVIDSON, CITY ATTORNEY Page II . . . CITY OF SEWARD I ALASKA JOINT MANAGEMENT AGREEMENT SENIOR CITIZENS/MUSEUM/COMMUNITY CENTER STATE OF ALASKA SSe THIRD JUDICIAL DISTRICT Q THIS IS TO CERTIFY That, on this ;;:;-- day of '1/7JA~ ' 1989, before me, the undersigned, a ry Publ;ic J. in aIfd f.<?r t!1e ~te ~~ Alaska, personally appeared ~dd.TL ,!l, //14/1//2- rl-/I/PcfT;?>r , of SEWARD SENIOR CITIZENS,' INC., known to me and to me known to be the individual named in and who executed the foregoing document, and who acknowledged to me that (s)he was authorized to execute the foregoing document by authority granted him in the by-laws or by resolution fo the Board of Directors of said corporation for the uses and purposes therein set forth. WITNESS MY HAND and Notarial Seal the day and year first hereinabove written. STATE OF ALASKA ss. THIRD JUDICIAL DISTRICT THIS IS TO CERTIFY That, on this 5'f4- day of f.t~ 1989, before me, the undersigned, a Notary Public ~ and for the state of Alaska, personally appeared W. f"~ , of RESURRECTION BAY HISTORICAL SOCIETY, INC., known to me and to me known to be the individual named in and who executed the foregoing document, and who acknowledged to me that (s)he was authorized to execute the foregoing document by authority 'granted him in the by-laws or by resolution fo the Board of Directors of said corporation for the uses and purposes therein set forth. WITNESS MY HAND and Notarial Seal the day and year first hereinabove written. ;Jt~ J1 ~ NOTARY PUBLIC IN AND FOR ALASKA My Commission Expires: 12~/I-f/ Page 12 ..:, J ~I . 1" ~_ '. ,t.. ~ _ T .. i" _}~ T -. w .~ ~; : =7:=f':;===~'====';"-----'--- 8-" "Ii i. ~~.. '. ~l!!l~, .' . . ..l!I.i'^ ~ ::,' ::;'.:r ~ .< ". J' . :, ,. . C m I! -'_ . J' . ~ Ii '1 .,; ,..k' ,-,_ .._~.- · ' i '" lI\ _ 'l -} . .. 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