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HomeMy WebLinkAboutRes1985-038 . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 85-38 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, AUTHORIZING A SHORT-TERM LEASE OF THE MIC SHIPLIFT PLATFORM TO JOEL STEELMAN, DBA SEWARD STEEL WORKS WHEREAS, the city of Seward advertised for proposals from interested contractors to lease the shiplift platform for a 120-day period; and WHEREAS, the proposal submitted by Joel P. Steelman, DBA Seward Steel Works, guarantees the greatest revenue to the city; 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 short-term 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 MIC shiplift platform. Section 2. its adopt ion sub j ec t City Code. This resolution shall take effect immediately upon to the provisions of Section 2-95 of the Seward PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, this 8 day of April , 19 85 THE CITY OF SEWARD, ALASKA ) JJc' / '~:/, ('. .~ 19" n F. Gille~pie' ,! ting Mayor AYES: NOES: ABSENT: ABSTAIN: GILLESPIE, HILTON, SCHOLL, SIMUTIS & WILLIAMS NONE CRIPPS & MEEHAN NONE -1- . . CITY OF SEWARD, ALASKA RESOLUTION NO. 85-38 ATTEST: . . (City Seal) -2- . APPROVED AS TO FORM: HUGHES, THORSNESS, GANTZ, POWELL AND BRUNDIN, At torneys for the City of Seward, Alaska ~~ (t/ ~ Fred B. Arvidson, City Attorney CITY OF SEWARD CITY OF SEWARD RESOLUTION NO. 85-38 . . EYf+r6 f~ ';4 1/ Lease Agreement For Use Of Shiplift Platform . This Agreement, Seward, Alaska (City) and made 1985, between Joel P. Steelman dba Seward Steel Works the City of ( leasee) . Whereas, the Leasee is desirous of leasing the City Shiplift 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 Ship lift 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 parties agree as follows: 1. Description of Lease; The City agrees to lease the platform for a period not exceeding 120 days. 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 Leasee may use the surface of the cargo deck for access to the platform, however, he may not block access or otherwise interfere with activities of vessels that may use that facility. The Leasee is specifically prohibited from operating equipment or storing materials on the south dock and sea wall. . 2. Lift of Vessel. , - -- The City will operate the ship lift to raise or lower the platform upon request of the Leasee. The Leasee will schedule such lifts at least 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 descretion elect, and the return of a vessel to the water shall similarly be accomplished at such time as the City in its sole descretion may elect. The parties agree that under no circumstances will the City be liable to the Leasee 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. J. . . . Maintenance of Facilities. The City will p.rm maintenance and repair ethe mechanical/electrical and structural systems of the lift. The Leasee is responsible for all routine _intenance and housekeeping of leased areas, or areas otherwise utilized for his activities, to include _intenance of the surface of the platform, and replacement of wood decking according to specifications provided by the City. The Leasee 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 Leasee will be _intained, clean and orderly, free of trash and debris. The Leasee is 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 Leasee' s expense. The repair work may be accomplished by the Leasee or others at the City's descretion. 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 Leasee is designed to encourage turnaround of vessels and several lifts per month. The City's revenue will consist of two 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 dollars ($ 200.00 ) per day for the life of the lease. This will total twenty-four thousand dollars ($ 24,000.00) for 120 days. This payment will be made in advance for the next 30 day period, starting with the day the lease is signed. This lease payment is due whether or not the lift is occupied by a vessel, except that if the City delays lifting (or lowering) a vessel more than tttree working days, the daily lease payment for waiting days over 3 working days will be waived. The lift fee will be $ 10.00 dollars per linear foot of vessel for each lift, but in no event less than one thousand dollars ($ 1,000.00) per each lift. If two or more vessels are lifted in one lift the fee will be the added total lengths of all vessels. The minimum monthly (30 day period) lift fee will be double the minimum single lift fee or not less than two thousand dollars ($ 2,000.00) per month. . . . 5. Utilization of the Platform The intent of this agreement is to encourage maximum utilization of the platform in order to service the largest number of vessels. If the Leasee cannot schedule the lift, or otherwise allows it to remain unused for more than 14 days the City reserves the right to permit other users to utilize the lift under similar conditions as contained in this agreement. Should that occur the City will waive lease payments for the period the third party occupies the lease. The Parties agree that under no circumstances will the City be liable to the Leasee or others for any damage or loss due to permitting other users access to the lift. The use of the lift will return to the Leasee immediately following the use by the third party. . 6. Preparation of Vessel; Loading and Unloadin~. The City shall operate only the Shiplift mechanism. The Leasee 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 activity requisite to lift and store the vessel shall be performed, inspected and directed by the Leasee. 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 possibilities exist 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 Leasee of any responsibilities or liability contained in this agreement. The vessel is to be moved and guided on to the lift, aligned on the blocking and subsequently removed from the lift under the direction .. of or by the " Leasee. The City will operate the lift according to the direction of the Leasee, subject to the overriding right to stop the lift operation if it 'feels there is a possible hazard to the facility or a vessel. . . . . 7. Insurance. . . The Leasee, 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 ($l,OOO,OOO.OO) for injury or death to any person or damage to or loss of property. The public liability and property damage insurance to be obtained by the Leasee shall cover the City as its interests appear. Evidence that such coverage is in force shall be furnished to the City prior to the signing of this lease agreement. The procurement and sufficiency of insurance required under this Agreement shall be the sole obligation of the Leasee and the review of any policy or certificate of insurance by the City shall not in any way lessen or constitute a defense to or offset against the Leasee obligations to provide the requisite insurance. 8. Utilities. The City may, but shall not be required to provide any utilities at the shiplift facility. To the- extent any utilities are required by Leasee ( including, without limitation, water, gas, electric, sewer) they shall be provided at the sole expense of Leasee. 9. Guarantee. The Leasee will post with the City a quarant;ee in the amount of fifty thousand dollars ($ 50,000.00) 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 Leasee, 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. It may be provided in a performance bond, escrow or letter of credit payable to or with the City as sole obligee. The guarantee, less any ezpenditures, shall be returned to the Leasee when the Lease Agre_t is paid off in full and closed out. . . . 10. Litigation. The Leasee is advised that the City of Seward is involved in litigation with a contractor concerning a previous contract to construct and operate this 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. 11.Leases Charge for Services. The Leasee will provide the City a copy of his proposed fees for a lift and his 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. . 12. Termination. The City may terminate this lease at any time for convenience upon delivery of written notice to the Leasee 30 days prior to the date of intended termination. If the lease is terminated for convenience the Leasee shall promptly complete any work underway and clear the work site of his equipment and supplies. All necessary site cleanup, repair of the platform or other obligations required by this contract will be completed prior to the termination date. . The City may terminate this Agreement for cause by giving the Lease 30 days notice prior to the termination date, except, it may be terminated immediately, if the Leasee' s operations pose a danger to the Shiplift facility or are violations of State or Federal permits, if the Leasee fails to cOrrect his operations to the satisfaction of the City. The City may clear the area of vessels and the Leasee's equipment and supplies utilizing the quarantee 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 days after passage of the resolution if a sufficient referendary petition is filed in accordance with section 4.8 of the City Charter. . 13. Authorizations.. ~ The Leasee shall obtain all necessary licenses, permits, or approvals, including without limitation environmental 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. . 14. Indemnification; Liability. The Leasee shall defend, indemnify and save harmless the City from and against all suits, claims and demands on account of damage to, destruction of, or loss of property, or on account of injury to or death of any person, including without limitation any employee, officer, or agent of the City or the Leasee, resulting from or arising out of any operation of the shiplift facility or other activity or circumstance contemplated by this Agreement, and regardless of the cause of any such damage, destruction, loss, injury or death, including without limitation any such damage, destruction, loss, injury or death occasioned by the negligence of the City. The parties hereto recognize that by virtue of the indemnity provisions of this Agreement all possible losses which may be borne by Leasee are allocated as the burden of Leasee, for which the Leasee is expected to obtain insurance and otherwise bear the risk of any 108s. The Parties understand and agree that the City will not provide a dockmaster on the dock at the Shiplift facility, and that the Leasee shall provide all necessary supervision of the operation, subject to the City's overriding direction if it so elect, and the Leasee shall it 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. . Leasee's obligations to defend, indemnify, and hold the City harmless from any property loss, claim, or damage, shall include, without limitation, any 10s8 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. 14. Indemnifica~; Liability. (cont.) . . The indemnities and assumption of liabilities and obligations by Leasee herein provide for shall continue in full force and effect notwithstanding the completion of repairs and return of the vessel to water. The Leasee 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. . 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 Leasee is liable as provided herein, the Leasee shall assume the defense of any such suit or action or join with the City in any such defense of any" such suit or action or join with the City in any such defense, if 80 requested. If the City shall be held liable for and shall pay any loss, damage, claUm or demand for which the Leasee would be responsible under this Agreement, the Leasee shall reimburse, pay, and indemnify the City for all payments made in discharge of such liability, including costs, actual attorney's fees, necessary incidental expenses, and interest thereon at the maximum lawful rate. , .' . . . . 15. Disclaimer of anties and Re resentations. 4It The parties acknowledge that the City is not the manufacturer of the ship lift facilities. It is further acknowledged that the City makes no representations, promises, statements, or warranties, express or implied, with respect to the condition, suitability, or fitness for purpose of the shiplift facility. The City shall not be liable to the Leasee for any loss, claim, demand, liability, cost, damage, or expense of any kind, cause, or allege to be caused, directly or indirectly, by the ship lift 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. 16. 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. 17. Entire Axreement. This Agreement constitutes the entire agreement between the City and the Leasee and may not be modified except by a written instrument signed by the parties hereto. 18. Separability. The invalidity of any portion of this Agreement shall not affect the remaining valrd portions thereof. 19. Agreement not Assi~able by Leasee. This Agreement is personal to the Leasee and any rights hereunder accruing to the Leasee may not be assigned. ) ~ . IN WITNESS WHEREOF the parties hereto have executed this 4111igreement, the day and year first above written. WITNESS: W,Qk' id 1-/I-rs- . . \ lW _ V!Jrvvv-tL... ATTEST BY: .~"1"".:"\. . " :i · :, OWNER tJ~8J Lc, ikri"" C, . / \ Title ~ . y P. .')&-A'~- db" s~).J!>&I{, ONTRACTOR . Ti tle LI I, :o,. .