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Sponsored by: Gifford
CITY OF SEWARD, ALASKA
RESOLUTION NO. 97-161
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, AWARDING A LEASE AND OPTION TO PURCHASE TO
CHUGACH ALASKA CORPORATION OF THE SEWARD HISTORIC
RAILROAD DEPOT BUILDING
WHEREAS, the City advertised requests for proposals for the lease and renovation of the
Seward Historic Railroad Depot Building (the "Depot") located on Lot 1, Waterfront Tracts,
according to the official plat thereof, filed under Plat No. 95-13, in the records of the Seward
Recording District, Third District, State of Alaska; and
WHEREAS, the City awarded a 180-day exclusive right to negotiate ("ERN") lease of the
Depot jointly to Chugach Alaska Corporation ("CAC") and Qutekcak Native Tribe ("QNT")
pursuant to Resolution No. 97-007 on January 13, 1997; and
WHEREAS, in spite of an extension of time to allow CAC and QNT to reach agreement,
CAC and QNT were unable to complete negotiations for a joint agreement and the ERN expired
without resulting in a lease agreement for the Depot; and
WHEREAS, the City desires the Depot to be occupied by a responsible party who will
renovate the Depot, maintain the Depot's listing on the National Register of Historic Places, and use
the Depot for purposes including interpretation of local transportation history and pioneer culture
and as a Native cultural center; and
WHEREAS, the City is authorized to dispose of interests in its real property by means of
auction, sealed bid or negotiation; and
WHEREAS, pursuant to Resolution No. 97-153, the City has negotiated with CAC whereby
CAC is willing to enter into an agreement to lease (the "Lease") the property on a long-term basis
with an option to purchase at a current appraised value of $275,000.00; and
WHEREAS, the option to purchase expires September 30, 2002 and is contingent upon CAC
completing certain renovations and improvements by May 1, 1998 and September 30, 1998; and
WHEREAS, if the option to purchase is exercised by CAC and the City rejects Lessee's
purchase ofthe Depot, the City shall instead permit CAC the option to extend the lease term for an
additional 20 year period at the end of its initial lease term; and
WHEREAS, it is the intent of CAC and the City that if the property, during the lease term
or following purchase of the Depot, is not used as described in the Lease or does not remain listed
on the National Register of Historic Places, that the ownership of the Depot and land shall revert
back to the City; and
CITY OF SEWARD, ALASKA
RESOLUTION NO. 97-161
WHEREAS, the City has found it in the public interest to enter into the Lease and to convey
the fee interest in the property through the option to purchase contained in the Lease to CAC
pursuant to the terms of that certain Lease Agreement between the City and CAC, attached in
substantial form hereto as Exhibit A and incorporated herein by reference; and
WHEREAS, the City has found it in the public interest to make such conveyance without
requiring a City appraisal of the property because under the terms of the Lease the potential uses for
the property are limited, and the highest and best use of the property has not been determined by
means of a City appraisal and that in addition to the cash consideration to be paid to the City, there
is value to the community in potential increased local employment and tourism relating to the Depot;
and
WHEREAS, CAC did obtain an appraisal of the Depot on its own that determined the Fair
Market Value ofthe Depot and land to be $275,000, and the City accepts that appraised value as a
reasonable value for the Depot and land in its present condition; and
WHEREAS, if CAC completes certain renovations and improvements by May 1, 1998 and
September 30, 1998, rent otherwise payable through September 30, 2002 will be waived, and the
City has found it in the public interest to waive such rent during that period because substantial
renovations and Capital Improvements are to be made to the Depot in the amount of $500,000, and
the renovated Depot may benefit the community by increased employment and tourism;
WHEREAS, if the conditions for waived rent are not met, rent will be paid as established
by the terms of the Lease, and rent will be adjusted at five year intervals to Fair Market Value
following the waived rent period;
WHEREAS, the essential terms and conditions of the lease with option to purchase include:
Lessee --
Chugach Alaska Corporation, an Alaskan Native Regional Corpora-
tion;
Term --
Lease to terminate September 30, 2017. Option to extend for an
additional 20 year period;
Rent --
If certain construction and capital investment requirements are
satisfied, annual rent will be waived through September 30, 2002.
If the requirements are not met, the initial annual rent will be $22,000
(8% ofCAC's current appraisal of $275,000). Annual rent to be paid
by quarterly payments. Annual rent to be adjusted to 8% of the ap-
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 97-161
praised fair market value of the Depot and land at 5 year intervals
beginning July 1,2000;
Option to Purchase -- If the requirements for construction and capital investment are met,
CAC shall have the option to purchase the leased land until Septem-
ber 30, 2002, at its current appraised value of $275,000. If City
rejects the option to purchase, CAC shall have the option to extend
the lease for 20 years beyond the end ofthe first lease term;
Covenants --
(a)
Renovations and construction to be substantially complete
and the Depot open to the public by May 1, 1998,
All remaining renovations and construction to be completed
by September 30, 1998,
Depot to remain on National Register of Historic Places, and
If the option to purchase is exercised, the quit claim deed will
restrict the use of the property to the uses described in the
Lease and will require that the property be maintained on the
National Register of Historic Places; and
(b)
(c)
(d)
WHEREAS, the remaining terms and conditions are as set forth in the Lease attached hereto
as Exhibit A and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, that:
Section 1. The Lease Agreement with option to purchase between CAC and the City, a copy
of which is attached as Exhibit A hereto and incorporated by reference, is hereby approved in
substantial form, and the City Manager is authorized and directed to sign the Lease Agreement in
substantial form as attached hereto on behalf of the City of Seward. The City Manager may, after
consultation with the City Attorney, authorize such changes in the Lease Agreement which do not
materially change the terms of the transaction but which may be necessary to finalize the lease
transaction and complete any closing related to the purchase option contained therein. The City
Manager is also authorized to agree to and sign such other documents on behalf of the City as are
necessary to complete the lease transaction and purchase option as described in the Lease, including,
but not limited to, a lease memorandum and documents necessary to complete a properly exercised
option to purchase such as a quit claim deed and the closing instructions.
Section 2. Rent shall be waived through September 30, 2002 if certain development
conditions of the Lease are met, including (i) CAC completing the renovation of the Depot and
construction of Capital Improvements sufficiently to open the Depot to the public by May 1, 1998;
(ii) CAC to complete all remaining renovation and construction by September 30, 1998; and (iii)
CITY OF SEWARD, ALASKA
RESOLUTION NO. 97-161
CAC expending at least $500,000 no later than September 30, 1998 to complete such Capital
Improvements. The City finds that the transactions described in this Resolution are in the public
interest and that the public interest will be served by leasing the property for less than appraised
value during the waived rent period because CAC will invest in substantial improvements to the
Depot and land and the renovated Depot may provide local business and employment opportunities
as well as promote tourism in the community. The proposed use of the Depot by CAC will also
benefit the public interest through the interpretation of local transportation history and Native
culture.
Section 3. The City finds that it is in the public interest to complete the transaction
described in this Resolution without completing a City appraisal because CAC has already obtained
a recent appraisal determining the Fair Market Value of the Depot and land to be $275,000, and
because of the City imposed restrictions on the use of the Depot, further appraisals of the Depot
appear unnecessary. The City hereby accepts the CAC obtained appraisal of $275,000 to be the
reasonable value of the Depot and land as of the effective date of the lease and for the purchase
option.
Section 4. This resolution shall take effect 30 days after passage and posting as required by
Seward City Code.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 13th
day of October, 1997.
AYES:
NOES:
ABSENT:
ABSTAIN:
Anderson, Bencardino, Clark, Keil, King
None
Crane
Blatchford
ATTEST:
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