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HomeMy WebLinkAbout09262011 City Council Packet Seward City Council Agenda Packet „,,,, 4,4,7 aiP . 4 , . „ , i . s A a k Q p a } r w,6 as: Autumn is here! September 2 6 , 2011 City Council Chambers Beg i nn in g at 7:00 p.m. 1963 1965 2005 The City of Seward, Alaska biftxt CITY COUNCIL MEETING AGENDA co FS All - America City — 11111! {Please {Please silence all cellular phones and pagers during the meeting} September 26, 2011 7:00 p.m. Council Chambers 1. CALL TO ORDER Willard E. Dunham 2. PLEDGE OF ALLEGIANCE Mayor 3. ROLL CALL Term Expires 2011 4. CITIZENS' COMMENTS ON ANY SUBJECT EXCEPT THOSE ITEMS SCHEDULED FOR PUBLIC HEARING [Those who Jean Bardarson have signed in will be given the first opportunity to speak. Time is Vice Mayor limited to 2 minutes per speaker and 30 minutes total time for this Term Expires 2012 agenda item.] 5. APPROVAL OF AGENDA AND CONSENT AGENDA [Approval Robert Valdatta of Consent Agenda passes all routine items indicated by asterisk ( *). Council Member Consent Agenda items are not considered separately unless a council Term Expires 2011 member so requests. In the event of such a request, the item is returned to the Regular Agenda] Tom Smith Council Member 6. SPECIAL ORDERS, PRESENTATIONS AND REPORTS Term Expires 2011 A. Proclamations and Awards Vanta Shafer 1. Appreciation Proclamation for Keefer Brown ...Pg. 3 Council Member 2. Healthy Lifestyles Proclamation Pg. 4 Term Expires 2011 3. Alaska Recreation and Parks Association New Professional Award Recipient to Josie Ronne Pg. 5 Marianna Keil 4. Acknowledgement of Shari Adelmann for Alaska Recreation and Council Member Parks Association Conference Planning Efforts Pg. 6 Term Expires 2012 5. Sea Otter Awareness Week Pg. 7 6. Civic Awareness Month P 8 Ristine Casagranda Council Member B. Chamber of Commerce Report Term Expires 2012 C. City Manager's Report D. City Attorney's Report E. Mayor's Report Phillip Oates F. Other Reports and Presentations City Manager Johanna Kinney City Clerk Cheryl Brooking City Attorney City of Seward, Alaska Council Agenda September 26, 2011 Page 1 7. NEW BUSINESS A. Resolutions *1. Resolution 2011 -071, Requesting The Alaska Department Of Transportation And Public Facilities To Update The State Rail Plan So As To Make Investment's In Alaska's Rail Infrastructure Eligible For Local And State Participation In Appropriate Federal Assistance Programs .Pg. 11 2. Resolution 2011 -072, Authorizing The City Manager To Enter Into A Maintenance And Operating Agreement With Seward Ship's Drydock, Inc., Effective October 1, 2011 Pg. 13 B. Other New Business Items *1. Approval of the September 12, 2011 City Council Meeting Minutes ..... Pg. 56 *2. Appoint Jackie Campbell, Debbie Bond, Nici Murawsky, Marsha Vincent, Jill Simpson, and Lori Draper (alternate) to serve on the Canvass Board for the October 4, 2011 Municipal Election Pg. 62 8. INFORMATIONAL ITEMS AND REPORTS A. July Providence Financial Report Pg. 63 9. COUNCIL COMMENTS 10. CITIZENS' COMMENTS [5 minutes per individual - Each individual has one opportunity to speak] 11. COUNCIL AND ADMINISTRATION RESPONSE TO CITIZENS' COMMENTS 12. EXECUTIVE SESSION TO DISCUSS SELECTION OF CITY MANAGER 13. OTHER NEW BUSINESS ITEMS A. Other Resolutions 1. Resolution 2011 -073, Approving An Employment Agreement With Eric Phillips For City Manager Services Pg. 66 14. ADJOURNMENT City of Seward, Alaska Council Agenda September 26, 2011 Page 2 pROCLIJ4 wiiei e , in areas of 1laska such Princ¢ William §ound, 61acia Bay and /Tank Bag, populations of harbor sszals havQ RxpszriRneszd population dRclinszs at concRrning 1m18; and wtie e i , inc 8Q 1998, thR fllaska §szaJ.ifR Eszntszr has joinzd a national Rf fort to bQtta undQrstand than population d¢e1ina, and morQ importantly, dQtRrminR how to aid in thQir ovRrall rRcovszry and Survival; and wt ei ee §, ova thR 8ummQr of 2011, Wasi11a raidRnt KRRfa Brown raisszd ova $1,800 to donatR to thR fl1aska SszaIzi f R Cszntszr by 8sz11ing homRmadsz candla in szldovia; and Wfi e1r1 , thR mon¢y that KszRf¢r raisszd will go towards thR ' 11 ka �sza�ifsz EszntQr's raRarch rszlat¢d to thR harbor sszals' RnvironmRnt, szndocrinology and population; and w`i`ie .ec , thi8 i8 thR 8Reond 8umm¢r in a row that Kszszfszr has 8sz1f1rm1y raisRd monRg towards this Rndszavor; and NOW Tfie .efo e 1, Willard e. Dunham, Mayor of thR City of Rward, do hRrRbg praRnt this proclamation to KszRfszr Brown with 8ineszrsz gratitud¢ for his sszlflas contributions to the Alaska SszaJifR CRntszr. Dat¢d this 26th day of Sszptszmbszr, 2011. City of §sward, Alaska Willard e. Dunham, Magor 3 1 31k. 43. Q IL 2fill a X 3 4J:./ 4,.... 4. %-.440 oe- R 1 WHEREAS, the Qutekcak Native Tribe offers a place for Alaska Native people in the region to help improve their lives; and WHEREAS, members of Qutekcak are a blend of Alaska's Native peoples from all corners of the state; and WHEREAS, the Qutekcak Native Tribe will be hosting a "Celebration of Healthy Lifestyles Gathering" on Saturday, October 8, 2011 at the Alaska Railroad Dale R. Lindsey Building; and WHEREAS, this event is a popular, family- oriented gathering that promotes healthy lifestyles in our community and features Native dance and drum groups, arts & crafts, and a "Healthy Soup Cook -Off" challenge; and WHEREAS a new locally - produced video about healthy winter survival and a free concert by "Pamyua." NOW, THEREFORE, 1, Willard E. Dunham, Mayor of the City of Seward, Alaska do hereby encourage all residents of Seward to show their support by attending and participating in this worthwhile event and declare Saturday, October 8, 2011 as "Celebration of Healthy Lifestyles Day." Dated this 26th of September, 2011 THE CITY OF SEWARD, ALASKA _ N, G . Wil w ,�,� Willard E. Dunham, Mayor l') ,,410, LA 4,4, 441 c SPRD Lt, Ce ..„ ........, pROCL'1Mr1 "THE PLACE TO BEI" WHEREAS, the Alaska Recreation & Park Association's (ARPA) annual statewide educational conference was recently hosted by Seward's Department of Parks & Recreation; and WHEREAS, ARPA's mission is to support agencies, institutions, businesses, organizations and individuals who provide or advocate for parks, recreation and wildland programs and facilities; and WHEREAS, ARPA's award program and presentations traditionally punctuate the year's activities at the conference; and WHEREAS, Josie Ronne demonstrated her leadership abilities during the 2010 and 2011 ARPA conferences through hosting, coordinating and teaching several educational sessions; and WHEREAS, Josie Ronne was recently elected as the Recreational Services Chair on the ARPA Board of Directors; and WHEREAS, Josie Ronne received ARPA's ;prestigious New Professional Award ' for her "enthusiasm, passion, caring and mothering of her TYC participants and her team members." pr NOW, THEREFORE, I, Willard E. Dunham, Mayor of the City of Seward, Alaska . hereby congratulate and commend Josie Ronne for her commitment and co,' # passion for all the members and participants at tl e TYC. D.ated tlii,s 26 o - ��se P tev�. 2011 f TH C(TY of .SEWA ,E ALASKA Wi,LLa rol E. D u.in,k a wk, Ma r s FKOCLAMATION WHEREAS, the Alaska Kecreation & 'ark Association's annual educational conference was recently held for the second y ear in a row in Seward and WHEREAS, the Seward 'arks & Kecreation Department is responsible for organizing and hosting the conference a WHEREAS, the ARFA conference was a huge success and the evaluation forms were so complimenta the spoke of the standard set as being almost unmatchable and WHER.E.A5, 5kareen "Shari" Adelmann has served as Operations Chair for the conference on four occasion and has chaired several committees, and has served on the ,board and in various other leadership roles and WhEREA5, Shari's efforts were praised and toasted b the conferees. NOW THEREFORE, 1, Willard E. Dunham, Ma of the Cit of Seward, do hereb recognize the exemplar work performed b Shari Adelmann and congratulate her on her commitment, mentoring, vision and leadership abilities. Dated this 26th of September, 201 1 THE CITY OrSEWARD, ALASKA Willard 1 . Dunham, Mayor WHEREAS, in 1973, the sea otter population in Alaska was estimated between 100,000 to 125,000 animals, but by 2006 had fallen to an estimated 73,000; and WHEREAS, it is estimated that 70 -80% of the world's current population of sea otters are found in the waters of Alaska; and WHEREAS, the sea otter is a symbol of wilderness, an integral part of Alaska's natural ecosystem, and is an indicator of the overall health of our nearshore marine ecosystem; and WHEREAS, a growing awareness of the importance of maintaining the health of the nearshore marine ecosystem has raised public interest in the sea otter; and WHEREAS, all sea otters in Alaska are now protected by the Marine Mammal Protection Act. NOW, THEREFORE, I, Willard E. Dunham, Mayor of Seward, Alaska, do hereby proclaim September 25, 2011 through October 1, 2011 as the 9th Annual Sea Otter Awareness Week. Dated this 26th day of September, 2011. THE CITY OF SEWARD, ALASKA � ,' �:� Willard E. Dunham, Mayor 3' :a STOP y lt7...: ---,..,, I PROCLAMATION -- i ..,..,.,. (i '-, ACA..... li Vk .� E ar � WHEREAS, the International City /County Management Association (ICMA) has designated September as Civic Awareness Month; and WHEREAS, this designation is intended to remind communities of the importance of having an educated and engaged citizenry; and WHEREAS, If citizens participate in solving problems at the local level, they enjoy a sense of stability and trust in the process of good government; and WHEREAS, educated citizens strengthen the ability of citizens to participate in solving community problems by working with the local government; and WHEREAS, Fran Ulmer has demonstrated over 30 years of community service, including being our Lieutenant Governor, the Mayor of Juneau, and the Chancellor for the University of Alaska Anchorage; and WHEREAS, Fran Ulmer will offer a presentation for the residents of Seward on Thursday, September zq, zoi-i- at 5:30 p.m. at the Seward Community Library about the importance of community involvement. NOW, THEREFORE, 1, Willard E. Dunham, Mayor of the City of Seward, Alaska, do hereby proclaim September as Civic Awareness Month and I encourage all Seward residents to attend this very special opportunity to hear Fran Ulmer speak. Dated this 2 ,th of September, 2011 THE CITY OF SEWARD, ALASKA 4 , ,- F Y .vy � (z i Willard E. Dunham, Mayor 'Z Fran Ulmer 30 years experience in public service on the local, state and national level Chancellor of University of Alaska Anchorage Mayor of Juneau State Representative Lieutenant Governor Director of Policy Development for the State of Alaska Federal Communications Commission's State and Local Advisory Committee Federal Elections Commission's State Advisory Committee , 1 y Co- chaired the National Academies of Science's Committee on State Voter Registration Databases The Alaska Democracy Project: New Voters for a New Millennium V.., , ,,, , ,,_:-,.- , . Let's Vote, Alaska Project , Civic Awareness Month Presentation x Seward Community Library Museum has invited Fran Ulmer to speak on , the importance of community involvement from voting to volunteering. s 5 :3Q pm Thursday, September 29 ... , @thelibrary , .,, Q &A AND RECEPTION FOLLOWING THE PRESENTATION EVERYONE IS INVITED AND ENCOURAGED TO ATTEND PLAN TO ATTEND SEWARD CHAMBER MEET THE CANDIDATES NIGHT @ CITY HALL 7:00 FOLLOWING THIS 4 4 , 41, 4 ,1k::::::::: 4 4 4, 4 t. :# 4;4 :+ .1:: : . ::: :14 , ' ; ,.. i.,.; 0 ':::: ::; : a. ; 4 ; :,:.;::' : ‘: .: , :, , I , ,,, EVENT X4 4 For more information please call the library at 224 -4082 -,,..,„*,A,,,,,�g ` 1,,4 � Sponsored by: Dunham CITY OF SEWARD, ALASKA RESOLUTION 2011 -071 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, REQUESTING THE ALASKA DEPARTMENT OF TRANSPORTATION AND PUBLIC FACILITIES TO UPDATE THE STATE RAIL PLAN SO AS TO MAKE INVESTMENTS IN ALASKA'S RAIL INFRASTRUCTURE ELIGIBLE FOR LOCAL AND STATE PARTICIPATION IN APPROPRIATE FEDERAL ASSISTANCE PROGRAMS WHEREAS, rail improvements generate significant benefits to the road network by extending the operating life of highways subjected to extensive freight movements, and improving roadway capacity by providing a multi -modal transportation alternative; and WHEREAS, the federal government provides funding programs to assist in the development, planning, and construction of rail projects, and eligibility for this federal assistance per the Clean Railroads Act of 2008 and the Omnibus Appropriations Act of 2009 requires a current State Rail Plan; and WHEREAS, the Alaska Department of Transportation and Public Facilities is the designated State Rail Planning Agency under AS 44.42.020, AS 44.42.900, 17 AAC 05.120; and WHEREAS, the last State Rail Plan was completed in 1986 and amended in 1990 and much has changed in the last 21 years and under current federal law (P.L. 11 -0432 div. B, Title III, Sec. 303 (a) and 49 USC 227, Section 22705 as enacted in the Passenger Rail Investment and Improvement Act) the State Rail Plan should be updated every five years; and WHEREAS, the Fairbanks North Star Borough passed Resolution No. 2011 -032 and the City of North Pole passed Resolution 11 -21, both seeking for a timely update of the Alaska State Rail Plan; and WHEREAS, both communities are represented on the Fairbanks Metropolitan Area Transportation System (FMATS), which is responsible for transportation planning area for roads, rail and public transport in the Fairbanks Urban area; and WHEREAS, FMATS Policy Committee passed Resolution No. 2011 -02, requesting the Alaska Department of Transportation and Public Facilities to update the State Rail Plan in a timely manner; and WHEREAS, with this Resolution, the City of Seward joins Fairbanks North Star Borough, the City of North Pole, and the Fairbanks Metropolitan Area Transportation System in requesting the Alaska Department of Transportation and Public Facilities to update the State Rail Plan in cooperation with local communities and the Alaska Railroad; and CITY OF SEWARD, ALASKA RESOLUTION 2011 -071 WHEREAS, Seward is the location of mile 0 and the beginning of the Alaska Railroad and any transportation study or rail plan should encompass the entire railway corridor, from north to south. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA that: Section 1. The City of Seward hereby requests a timely update to the Alaska State Rail Plan by the Alaska Department of Transportation and Public Facilities. Section 2. A copy of this resolution shall be sent to the Governor, the Alaska State Legislature, Commissioner of Transportation and Public Facilities, Commissioner of Commerce, Community and Economic Development, and the Chairman of the Alaska Railroad Corporation. Section 3. This resolution shall take effect immediately. PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 26 day of September, 2011. THE CITY OF SEWARD, ALASKA Willard E. Dunham, Mayor AYES: NOES: ABSENT: ABSTAIN: ATTEST: Johanna Kinney, CMC City Clerk (City Seal) ‘1 Council Agenda Statement °f sett, Meeting Date: September 26, 2011 :. 4 qKP To: Seward City Council From: Johanna Kinney, City Clerk Agenda Item: Requesting the Alaska Department of Transportation and Public Facilities update the State Rail Plan in a timely manner BACKGROUND & JUSTIFICATION: At the September 12, 2011 City Council Meeting, Mayor Dunham reported to Council two resolutions passed by the Fairbanks North Star Borough and the City of North Pole, who requested the State of Alaska Department of Transportation and Public Facilities update the State Rail Plan. The State Rail Plan has not been amended since 1990 and is supposed to be updated every five years under current federal law. If a part of this effort to request updating the State Rail Plan, Seward would join these communities as well as the Fairbanks Metropolitan Area Transportation System (FMATS) to urge DOT PF to update the plan so as to make investments in Alaska's rail infrastructure eligible for local and State participation in appropriate federal assistance programs. INTENT: The intent of this resolution would be to join other rail belt communities in an effort to update the State Rail Plan. As a community on the rail system, Seward could benefit from federal government funding programs, but they would require a current State Rail Plan. CONSISTENCY CHECKLIST: Where applicable this resolution is consistent with the Seward City Code, Charter, Comprehensive Plans, Land Use Plans, Strategic Plan and City Council Rules of Procedures. Specifically, Seward City Code SCC 6.10.120(A)(8) exempts specialized products and professional services from the competitive procurement process. FISCAL NOTE: This resolution does not impact the City's finances. I, Approved by Finance Department: ATTORNEY REVIEW: Yes No X RECOMMENDATION: 0 It is the Mayor Dunham's wishes of that the City Council approve Resolution 2011- , which urges the Department of Transportation and Public Facilities to update the State Rail Plan. Sponsored by: Oates CITY OF SEWARD, ALASKA RESOLUTION 2011 -072 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, AUTHORIZING THE CITY MANAGER TO ENTER INTO A MAINTENANCE AND OPERATING AGREEMENT WITH SEWARD SHIP'S DRYDOCK, INC., EFFECTIVE OCTOBER 1, 2011 WHEREAS, the current Maintenance and Operating Agreement ( "Agreement ") between Seward Ship's Drydock and the City of Seward for the Shiplift Facility is set to expire September 30, 2011; and WHEREAS, due to the economic value of this industry to the community of Seward and the necessary service this business provides to the marine industry, the City wishes to keep the facility open; and WHEREAS, the City of Seward has worked with Seward Ship's Drydock, Inc. over the past several years to address deferred maintenance and to improve the condition of the City's Shiplift Facility; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, that: Section 1. The City Manager is authorized and directed to sign, on behalf of the City of Seward, a Maintenance and Operating Agreement in the form presented at this meeting, with Seward Ship's Drydock, Inc. Section 2. This resolution shall take effect immediately after adoption. PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 26 day of September, 2011. THE CITY OF SEWARD ALASKA Willard E. Dunham, Mayor \3 COUNCIL AGENDA STATEMENT Meeting Date: September 26, 2011 <, �ASI�J From: Phillip Oates, City Manager Subject: Seward Ship' s Drydock Maintenance & Operating Agreement BACKGROUND & JUSTIFICATION The City of Seward has long pursued the development of the Seward Marine Industrial Center, and constructed improvements to the area, including a Syncrolift Shiplift System, Ship Transfer System, and related rails, dock, and breakwater. An initial Maintenance and Operating Agreement was entered into between the City and the Operator, Seward Ship's Drydock, Inc., on April 25, 1995. A second Maintenance and Operating Agreement was signed again on March 30, 2000, and extended several times. The current agreement is set to expire September 30, 2011. The Seward City Council went into Executive Session on Tuesday, March 10, 2009 to discuss possible litigation with Seward Ship's Drydock in regards to their Maintenance and Operating Agreement. Council came out of executive session and made the following motion which was approved by unanimous consent: Instruct the City Manager regarding possible litigation with Seward Ship's Drydock in regards to their maintenance and operating (M &O) agreement. The City Council finds them in default of the M &O agreement. We authorize the city manager to list the discussed defects and conditions, in whatever detail he deems appropriate. If defects that have been discussed are corrected, the council is willing to discuss negotiation of a successor M &O agreement. If conditions, requirements and deadlines as set out by the city manager fail to be met, council will proceed to terminate the M &O agreement because of default. Within 30 days thereafter, the council will act to terminate their ground lease. Since that time, the parties have entered into several amendments and extended the time for the Operator to complete its deferred maintenance obligations. The cathodic protection system has been replaced, and many of the maintenance issues have been addressed. The Shiplift Facility is now in much better condition than it was five years ago. The new agreement is similar to the prior agreement, and the material changes are explained below. 1. Coatings: An express condition of entering into a new Maintenance and Operating Agreement was completion of the splash zone coatings on the 33 cofferdam cells and pilings. Specifically the Eighth Agreement to Extend provided in part: The Operator will complete the application of coating on the sheet pile and cofferdam cells during the period of this Amendment to no less than 2 feet above mean low water, and to a lower level when tides and weather permit.. . \L\ Attached are photographs of the coatings as applied, showing application to 7 feet above mean low water. By approving the agreement presented at this meeting, and as noted in the recitals, the Seward City Council is accepting the work as complete and waiving any right to require coatings within 7 feet above mean low water. 2. Environmental Matters Four outstanding Notices of Violation remain unresolved with the Department of Environmental Conservation. The Operator can be held liable for cleanup and remediation, or the City could be held concurrently responsible, as the owner of the property, if it is found to be contaminated. It is unclear if the owner's existing environmental insurance covers these issues. (Section 2.03 addresses environmental matters. No changes have been made.) 3. Operation and Maintenance Article 3 includes significant amendments. Obligations regarding Deferred Maintenance are deleted to reflect that all Deferred Maintenance has been completed. Section 3.03(b) refers to the maintenance schedule in Exhibit D. A list of persons qualified and assigned to operate the Shiplift Facility, and a weekly schedule of operations, have been deleted as unnecessary. (Sections 3.03(c) and (d)). The Operator is now to determine reasonable hours of operation, rather than the City. (Section 3.03(0). The Eighth Amendment provided: Upon completion of the coatings, the term of the Maintenance and Operating Agreement shall be extended for a full five year term and the City will withdraw its March 2009 notice of default. The Agreement shall be amended to delete Section 3.02(b). Section 3.03 is deleted and replaced with the following language: Section 3.03 — Operator's Administrative Overhead. Amounts considered to have been expended by Operator for purposes of the Agreement and the Lease shall include only Operator's direct costs for performing maintenance, and providing replacements and improvements, without any allowance for markup or profit. Such amounts may include an allowance for administrative overhead which shall not exceed 10 %, provided that the allowance may be increased to a maximum of 13.5% if Operator documents the basis for the increased allowance to the City's satisfaction. Please note that this language does not appear in the new agreement. 4. "Land for Lease" Signs The current agreement expressly allows the City to post "Land for Lease" signs on the fence, to notify potential lessees that lands within the fenced area are not leased to Seward Ship's Drydock, Inc. and are available for lease. The City's original plans for development of the area included possible use by a variety of persons who could take advantage of the City's Shiplift Facility. The new agreement deletes all reference to these signs. CONSISTENCY Where applicable, this resolution is consistent with the Seward City Code, Charter, Comprehensive Plans, Land Use Plans, Strategic Plan and City Council Rules of Procedures or Other Plans or Policies: FISCAL NOTE The potential impact on the City for costs associated with the condition of the coatings on the 33 cofferdam cells \S- FISCAL NOTE The potential impact on the City for costs associated with the condition of the coatings on the 33 cofferdam cells and pilings are a fiscal concern. The operator was required to complete coating to "no Tess than 2 feet above mean low water ", however, the coating was applied to 7 feet above mean low water. The splash zone is exposed and is continually wet and dry in its exposure which accelerates corrosion and increases the potential for failure. If the pilings and cofferdam cells fail and require replacement, the cost is estimated between $20 and $40 million dollars. The potential impact on the City for outstanding environmental matters is not measurable but in the event the operator does not cleanup and remediate the four outstanding Notices of Violation, the City could be held concurrently responsible as the owner of the property. Finance Department' ^ .'/ 'AIWA • 1 ATTORNEY REVIEW Yes RECOMMENDATION Council approve Resolution 2011 -012 authorizing the City Manager to enter into the Maintenance and Operating Agreement with Seward Ship's Drydock, Inc.in substantially the form presented at this meeting. b/C) Changes to City draft of 9/12/2011 MAINTENANCE AND OPERATING AGREEMENT between CITY OF SEWARD, ALASKA and SEWARD SHIP'S DRYDOCK, INC. Dated as of October 1, 2011 11 r TABLE OF CONTENTS PAGE ARTICLE 1 Definitions 2 ARTICLE 2 General Provisions 5 Section 2.01 - Agreement Term 5 Section 2.02 - Specific Use Restrictions 5 Section 2.03 - Environmental Matters 5 Section 2.04 - Protection Against Liens 7 Section 2.05 - No Preferential Rights to Use Port Facilities 8 Section 2.06 - Security for Shiplift Premises 8 Section 2.07 - Leasing and Use of Managed Parcel 8 Section 2.08 - Inspection by City 8 ARTICLE 3 Operation and Maintenance of Shiplift Facility 9 Section 3.01 - Revenue 9 Section 3.02 - Annual Facility Costs 9 Section 3.03 - Operation of Shiplift Facility 9 Section 3.04 - Maintenance of Accounts; Statements; 10 Section 3.05 - Operating Plan 10 Section 3.06 - Inventory 11 Section 3.07 - Rates and Charges 11 ARTICLE 4 Indemnity; Insurance 11 Section 4.01 - Operator's Duty to Indemnify 11 Section 4.02 - Insurance Requirements 11 ARTICLE 5 Assignment 13 Section 5.01 - Assignment of Agreement 13 Section 5.02 - Assignment 13 ARTICLE 6 Default; Remedies 13 Section 6.01 - Events of Default 13 Section 6.02 - Remedies for Default by Operator 14 Section 6.03 - No Waiver of Breach 14 Section 6.04 - Cure by City 15 ARTICLE 7 Miscellaneous 15 Section 7.01 - Time 15 Section 7.02 - Entire Agreement 15 City of Seward and Seward Ship's Drydock, Inc. i Maintenance and Operating Agreement `\ Section 7.03 - Relationship of Parties 15 Section 7.04 - Notices 15 Section 7.05 - Binding Effect 16 Section 7.06 - Severability 16 Section 7.07 - Amendments 16 Section 7.08 - Execution in Counterparts 16 Section 7.09 - Applicable Law; Jurisdiction 16 Section 7.10 - Captions 16 Exhibit A - Deferred Maintenance Exhibit B - Description of SMIC Exhibit C - Fencing Specifications Exhibit D - Maintenance Tasks and Schedule Exhibit E - Inventory of Spare Parts City of Seward and Seward Ship's Drydock, Inc. II Maintenance and Operating Agreement MAINTENANCE AND OPERATING AGREEMENT This Maintenance and Operating Agreement (this "Agreement ") is made as of October 1, 2011 between the City of Seward, Alaska, an Alaska municipal corporation ( "City "), whose address is P.O. Box 167, Seward, Alaska 99664, and Seward Ship's Drydock, Inc. ( "Operator "), whose address is P.O. Box 944, Seward, Alaska 99664. WHEREAS, since 1980 City has provided for the development of the Seward Marine Industrial Center (the "SMIC "), and City expended over $40 million in construction of improvements to the area, including a Syncrolift Shiplift System, Ship Transfer System and related rail systems (the "Shiplift Facility "); and WHEREAS, City and Operator were Lessor and Lessee, respectively, under a lease agreement effective as of September 22, 1988, as amended (the "Prior Lease "), a memorandum of which was recorded at Book 53, Page 255, Seward Recording District, Third Judicial District, State of Alaska, under which Operator leased from City certain real property located in the SMIC, as described in the Prior Lease to operate a vessel repair and construction facility; and WHEREAS, the continued maintenance and operation of the Shiplift Facility is important to the profitable operation of Operator's vessel repair and construction business on the Premises; and WHEREAS, the voters of the City of Seward in 1992 rejected two specific proposals for the sale or lease of the Shiplift Facility to Operator, and the City desires to transfer to Operator maintenance and operating responsibility for the Shiplift Facility without a sale or lease of the Shiplift Facility, in accordance with the voters' preference; and WHEREAS, an arbitrators' decision and order dated January 8, 1993, set forth certain rights of City and Operator under the Prior Lease, including the determination that City could not enforce any penalty against Operator for a period of 24 months after the date of the arbitrators' decision and order (or until January 9, 1995), with respect to Operator's failure to construct a permanent covered repair building capable of enclosing a vessel 300 feet in length (the "300 -Foot Building "); and WHEREAS, the City Council of City declined to extend the time for construction of the 300 -foot building, requesting that in lieu of constructing the 300 -Foot Building Operator assume all expenses of operating and maintaining the Shiplift Facility; and WHEREAS, City and Operator entered into a new lease and are Lessor and Lessee, respectively, under a lease agreement dated April 25, 1995, as amended, whereby City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 1 Operator was relieved of the obligation to construct the 300 -Foot Building, and Operator simultaneously entered into that certain Maintenance and Operating Agreement dated April 25, 1995 ( "Initial Agreement ") to assume the expense of maintaining and operating the Shiplift Facility; and WHEREAS, following expiration of the Initial Agreement the parties entered into a Maintenance and Operating Agreement dated March 30, 2000, which has been amended and extended eight times; and WHEREAS, the work described as "Deferred Maintenance" in Exhibit A has been completed by the Operator; and WHEREAS, the parties have determined that it is in their respective interests to continue their relationship for the maintenance and operation of the Shiplift Facility by entering into this Agreement, and the Operator agrees to assume the continued expense of maintaining and operating the Shiplift Facility; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows: ARTICLE 1 Definitions The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Agreement" means this Maintenance and Operating Agreement, as amended from time to time. "Agreement Term" means the duration of this Agreement as set forth in Section 2.01. "Annual Facility Costs" means annual costs of the Shiplift Facility as described in Section 3.02. "Auditor" means an independent certified public accountant or firm of certified public accountants engaged by the City. "City" means the City of Seward, Alaska. "Environmental Laws" means all local, state and federal laws, ordinances, regulations and orders related to environmental protection; the use, storage, generation, production, City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 2 a, treatment, emission, discharge, remediation, removal, disposal or transport of any Hazardous Substance; or any other environmental matter, including without limitation any of the following statutes: (i) Federal Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Sections 6901-6991K; (ii) Federal Comprehensive Environmental Response Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601 -9675; (iii) Federal Clean Air Act, 42 U.S.C. Sections 7401 -7642; (iv) Federal Hazardous Material Transportation Control Act of 1970, as amended, 49 U.S.C. Sections 1801 -1812; (v) Federal Clean Water Act of 1977, as amended, 33 U.S.C. Sections 1251 -1387; (vi) Federal Insecticide, Fungicide, and Rodenticide Act, as amended, 7 U.S.C. Sections 2601 -2671; (vii) Federal Toxic Substances Control Act, 15 U.S.C. Sections 2601 -2671; (viii) Federal Safe Drinking Water Act, 42 U.S.C. Sections 300f- 300i -26; and (ix) Title 46 of the Alaska Statutes. "Event of Default" means any of the events described in Section 6.01. "Fiscal Year" means the calendar year. "Hazardous Substances" means any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, a hazardous, toxic or radioactive substance, or other similar term, by any Environmental Laws, and shall include any such substance or material as may hereafter become defined or designated as hazardous or toxic material by any Environmental Laws. "Lease" means the ground lease of the Premises between City and Operator, dated as of April 25, 1995, as amended from time to time. City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 3 as "Maintenance and Operation Costs" means the actual and necessary costs of maintaining and operating the Shiplift Facility, including without limitation the reasonable expenses of management, repair and other expenses necessary to maintain the Shiplift Facility in good repair and working order, reasonable amounts for administration, overhead, insurance, utilities, consulting and technical services, employer costs (including pension costs), taxes (but not payments in lieu of taxes), charges payable pursuant to any licenses, permits or other authorizations of any agency or regulatory body having lawful jurisdiction, and other similar costs, but excluding depreciation (or reserves therefor), amortization of intangibles or other bookkeeping entries of a similar nature, and the costs of capital additions, replacements, betterments, extensions or improvements to the Shiplift Facility. "Managed Parcel" means the area within the SMIC designated as such on Exhibit A hereto, which is south of the fence on the northern boundary of the Premises constructed by Operator under Section 2.06, and which is not part of the Premises or the Shiplift Facility. "Maintenance" means all of the repair, maintenance and replacement of parts and equipment for the Shiplift Facility as further described in Article 3 and Exhibit D. "Operator" means Seward Ship's Drydock, Inc., an Alaska corporation, its successors and assigns. "Port Facilities" means all public port facilities owned or operated by City from time to time, including without limitation the Shiplift Facility. "Premises" means the land plus any improvements described as such in the Lease. "Revenue" means all of the following fees or charges for use of the Shiplift Facility: lift fees; receipts for labor to operate the syncrolift facility in raising or lowering a vessel; uplands day lay charges; and moorage and wharfage on the Shiplift Facility dock. "SMIC" means the Seward Marine Industrial Center, consisting of the area shown on the site map in Exhibit B hereto. "Shiplift Facility" means the Syncrolift Shiplift System in the SMIC, including the mechanical shiplift and all associated equipment, all upland rails not located on the Premises or other leased property, the side transfer cradle assembly, the shiplift dock, and 33 connected cofferdam cells comprising the south breakwater. "Shiplift Premises" means the Shiplift Facility and the Managed Parcel. City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 4 g■3 ARTICLE 2 General Provisions Section 2.01 - Agreement Term. The Agreement Term commences October 1, 2011, and unless sooner terminated as provided herein ends at the earlier of (i) date of expiration or termination of the Lease term, and (ii) September 30, 2016. Section 2.02 - Specific Use Restrictions. Operator shall not commit any waste of the Shiplift Premises. Operator shall use, operate and maintain the Shiplift Facility in accordance with all laws and regulations governing such use, operation and maintenance. Operator will not use the Shiplift Premises in any manner which would constitute a public nuisance. Section 2.03 - Environmental Matters. Operator covenants and agrees as follows: (a) Operator will not cause or permit the Shiplift Premises to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process any Hazardous Substance, except in compliance with all applicable Environmental Laws, nor shall Operator cause or permit, as a result of any intentional or unintentional act or omission on the part of the Operator or any other user or occupant of the Shiplift Premises, the release of any Hazardous Substance onto the Shiplift Premises. (b) Operator will at all times in all respects use its best efforts to comply, and will use its best efforts to cause all other users of the Shiplift Premises to comply, with all Environmental Laws, including without limitation undertaking the following specific actions: (i) Operator will, at its own expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required by all Environmental Laws, including without limitation permits required for discharge of (appropriately treated) Hazardous Substances into the ambient air or any sanitary sewers servicing the Shiplift Premises; and (ii) except as discharged into the ambient air or a sanitary sewer in strict compliance with all applicable Environmental Laws, any and all Hazardous Substances to be treated and /or disposed of by the Operator will be removed and transported solely by duly licensed transporters to a duly licensed treatment and /or disposal facility for final treatment and /or disposal (except when applicable Environmental Laws permit on -site treatment or disposal in a sanitary landfill). (c) If the presence, release, threat of release, placement on the Shiplift Premises, or the generation, transportation, storage, treatment or disposal at the Shiplift Premises of any Hazardous Substance (i) gives rise to liability (including without limitation a response action, remedial action or removal action) under any Environmental Law, (ii) causes a City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 5 aLk significant public health effect, or (iii) pollutes or threatens to pollute the environment, Operator shall, at its sole expense, promptly take any and all remedial and removal action necessary to clean -up the Shiplift Premises and mitigate exposure to liability arising from the Hazardous Substance, whether or not required by law. (d) Operator shall maintain a complete file, which may be inspected at any reasonable time by City containing copies of all correspondence, permits or other material between Operator and any federal, state or other governmental authority related to Hazardous Substances at the Shiplift Premises. (e) Operator shall give City within 24 hours (i) written notice and a copy of any notice or correspondence it receives from any federal, state or other governmental authority regarding Hazardous Substances on the Shiplift Premises or which affect or will affect the Shiplift Premises, or expenses or losses incurred or expected to be incurred by Operator or any government agency to study, assess, contain or remove any Hazardous Substances on or near the Shiplift Premises, and (ii) written notice of any knowledge or information Operator obtains regarding the release or discovery of Hazardous Substances on the Shiplift Premises. (f) Operator agrees to indemnify, hold harmless and defend City, and the officers, employees and agents of City, from and against any and all claims, demands, damages, losses, liens, liabilities, penalties, fines, lawsuits and other proceedings and costs and expenses (including attorneys' fees), arising directly or indirectly from or out of, or in any way connected with: (i) The failure of Operator to comply with its covenants and agreements contained in this section; (ii) Any activities on the Shiplift Premises which directly or indirectly result in the Shiplift Premises becoming contaminated with Hazardous Substances; (iii) The discovery of Hazardous Substances on the Shiplift Premises; and (iv) The clean -up of Hazardous Substances from the Shiplift Premises without regard to (1) the nature of the activities producing the Hazardous Sub- stances, and (2) the identity of the person conducting such activities. (g) The provisions of this section, including the obligation to indemnify, shall survive the termination or expiration of the Agreement Term. City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 6 (h) Nothing in this section shall prejudice or impair the rights or claims of Operator against any person or entity other than City with respect to the presence of Hazardous Substances as set forth above. (i) Operator may, at its own expense, conduct an environmental audit of the Shiplift Premises, and provide a copy of the audit report to City, within 60 days of the date the Agreement Term commences. If the audit report identifies Hazardous Substances at the Shiplift Premises, either (i) within 120 days after the date the Agreement Term commences the parties shall agree in writing on the extent to which each party is responsible for such Hazardous Substances, or (ii) this Agreement shall terminate at the end of such 120 -day period. Section 2.04 - Protection Against Liens. (a) Operator shall not permit to be enforced against the Shiplift Facility or any part of it any mechanic's or materialman's lien arising from any work of improvement, however it may arise. However, Operator may in good faith and at Operator's own expense contest the validity of any such asserted lien, claim or demand, provided Operator has furnished the bond required in AS 34.35.072 (or any comparable statute hereafter enacted for providing a bond freeing the Shiplift Facility from the effect of such a lien claim). Operator shall defend and indemnify City against all liability and loss of any type arising out of work performed on the Shiplift Facility by Operator, together with reasonable attorneys' fees and all costs and expenses incurred by City in negotiation, settling, defending, or otherwise protecting against such claims. (b) If Operator does not cause to be recorded the bond described in AS 34.35.072 or otherwise protect the property under any alternative or successor statute, and a final judgment has been rendered against Operator by a court of competent jurisdiction for the foreclosure of a mechanic's or materialman's lien claim, and if Operator fails to stay the execution of the judgment by lawful means or to pay the judgment, City shall have the right, but not the duty, to pay or otherwise discharge, stay, or prevent the execution of any such judgment or lien or both. Operator shall reimburse City for all sums paid by City under this paragraph, together with all City =s reasonable attorneys' fees and costs, plus interest on those sums, fees, and costs at the rate of 10.5 percent per year from the date of payment until the date of reimbursement. (c) City may give notice of non - responsibility for any work performed by Operator on the Shiplift Facility. (d) On completion of any substantial work of improvement during the Agreement Term, Operator shall file or cause to be filed a notice of completion. Operator hereby appoints City as Operator's attorney -in -fact to file the notice of completion on Operator's failure to do so after the work of improvement has been substantially completed. City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 7 Section 2.05 - No Preferential Rights to Use Port Facilities. This Agreement does not grant any exclusive or preferential right to use any of City's Port Facilities, except that Operator shall have a preferential right to use the Shiplift Facility. Operator's use of City's Port Facilities shall be subject to the applicable tariffs, procedures, rules and regulations of City in effect from time to time. Section 2.06 - Security for Shiplift Premises. Operator shall limit access to the Shiplift Premises by constructing and maintaining at Operator's expense a fence in accordance with the specifications, and at the location designated, in Exhibit C hereto. Operator shall provide City and its lessees with 24 hour access to the Managed Parcel. Section 2.07 - Leasing and Use of Managed Parcel. (a) City reserves the right from time to time to lease all or any part of the Managed Parcel, to use all or any part of the Managed Parcel for any purpose, and to permit others to use all or any part of the Managed Parcel, provided that: (1) Notwithstanding Section 2.03, Operator shall not be responsible for any Hazardous Substances on the Managed Parcel resulting from the leasing or use of the Managed Parcel under this subsection, and any lease of the Managed Parcel by City shall incorporate obligations of the lessee in the terms of Section 2.03 for the benefit of City and Operator. Upon the termination of any such lease or use of the Managed Parcel, City at its own expense, shall conduct an environmental audit of the area subject to the lease or use, and provide a copy of the audit report to Operator. As between City and Operator, City shall be responsible for any Hazardous Substance revealed by the report that was not reported to be present at the commencement of the lease or use. (2) Notwithstanding Article IV, Operator shall not be responsible for indemnity or insurance with respect to the leasing or use of the Managed Parcel under this subsection, and any lease of the Managed Parcel by City shall incorporate obligations of the lessee in the terms of Article IV for the benefit of City and Operator. (b) Operator may use all or any part of Managed Parcel for the temporary storage of vessels at the current day lay charge stated in City's harbor tariff. This permission for use by Operator may be revoked by City at any time. Unless City and Operator agree otherwise, any other use by Operator of the Managed Parcel shall be subject to rental charge per square foot equal to double the per square foot rent represented by the currently effective Rent under the Lease. Section 2.08 - Inspection by City. City may at any time enter the Shiplift Premises, for the purpose of inspection to determine Operator's compliance with the terms of this City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 8 .rr Agreement. Such inspection may include the taking of samples of soil or water, and the reviewing and copying of any records relating to the operation of the Shiplift Facility. ARTICLE 3 Operation and Maintenance of Shiplift Facility Section 3.01 - Revenue. Operator shall have the right to collect and retain all Revenue received from the Shiplift Facility, and Operator shall account separately for all Revenue received by Operator. Section 3.02 - Annual Facility Costs. Operator shall pay the Annual Facility Costs for each Fiscal Year. Annual Facility Costs consist of the following, properly incurred or paid during each Fiscal Year: (a) Maintenance and Operation Costs of the Shiplift Facility; and (b) Amounts which may be required to pay the costs of major renewals or replacements of the Shiplift Facility, to the extent that such costs are not covered by insurance. Section 3.03 - Operation of Shiplift Facility. (a) Operator shall at all times maintain, preserve and keep, or cause to be maintained, preserved and kept, the Shiplift Facility and all additions and betterments thereto and extensions thereof and every part and parcel thereof in good repair, working order and condition and will from time to time make or cause to be made all necessary and proper repairs, renewals and replacements thereto and may from time to time make or cause to be made extensions and betterments thereto, and Operator will at all times operate or cause to be operated the Shiplift Facility in a safe and efficient manner in accordance with the manufacturer's instructions for operation, and at a reasonable cost. Operator will comply with all terms and conditions of all licenses and permits which are of material importance to the operation of the Shiplift Facility Operator shall maintain a Certificate of Class and maintain a fully functioning cathodic protection system. (b) Operator shall perform Maintenance of the Shiplift Facility in accordance with the maintenance schedule prepared by City and Operator and attached as Exhibit D hereto. This schedule provides for maintenance in accordance with the recommendations of Norton Corrosion and Pearison Shiplift Corporation and their successors, and shall be kept in conformance with the maintenance recommendations of Pearison Shiplift Corporation. This schedule provides for major renewals and replacements to the Shiplift Facility, which shall City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 9 ab be modified from time to time in accordance with the recommendations of Lloyd's Registry of Shipping. (c) Operator shall permit the Shiplift Facility to be operated only by persons that Operator determines to be qualified, competent and otherwise fit to perform their assigned duties in the operation of the Shiplift Facility. Formal training is the responsibility of Operator and can be obtained from Pearlson Shiplift Corporation or others. (d) Agents of City may enter the Shiplift Facility at all times to inspect the Shiplift Facility or observe its operation. If City observes the Shiplift Facility being operated in an unsafe manner or in a manner that does not conform to the manufacturer's instructions for operation, City may order Operator to cease operating the Shiplift Facility until the problem has been corrected. (e) Operator shall, at its own expense, schedule annual inspections of the Shiplift Facility by Norton Corrosion, Pearlson Shiplift Corporation, Lloyd's Register of Shipping and such specialty consultants as may be required by Pearlson Shiplift Corporation or Lloyd's Register of Shipping, and promptly provide to City a copy of the report of each such inspection. (f) Operator shall maintain reasonable hours of Shiplift Facility operation, and reasonable procedures for Shiplift Facility operation, that accommodate all members of the public desiring to use the services of the Shiplift Facility. In operating the Shiplift Facility, Operator shall not discriminate against any member of the public desiring to use the Shiplift Facility with respect to hours of operation, services offered, scheduling of operations, or any other aspect to Shiplift Facility operation. Section 3.04 - Maintenance of Accounts andStatements; . Operator shall keep proper books of account for the Shiplift Facility which shall be kept in accordance with Generally Accepted Accounting Principles. Operator shall prepare, and submit to City, statements showing in reasonable detail income and expenses of the Shiplift Facility for each Fiscal Year, including Revenues, amounts expended for maintenance, renewals and replacements of and capital additions to the Shiplift Facility. Such statements shall be filed with City within 120 days of the close of each Fiscal Year. Section 3.05 - Operating Plan. Prior to the beginning of each Fiscal Year, Operator shall prepare and file with City an operating plan for the ensuing Fiscal Year. The operating plan shall include an estimate of Revenues and Annual Facility Costs and a schedule for repairs and maintenance to be performed during the Fiscal Year. Section 3.06 - Inventory. Operator shall maintain on hand the inventory of spare parts for the operation and maintenance of the Shiplift Facility as shown in Exhibit E, and City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 10 Operator shall transfer that inventory to City upon the expiration or earlier termination of the Agreement Term. Section 3.07 - Rates and Charges. With each annual operating plan submitted to City, Operator shall propose rates and charges for the use of the Shiplift Facility. Such rates and charges shall not discriminate among users of a class of service or among different classes of service. Rates and charges do not discriminate among classes of service if they are reasonably related to the cost of providing each class of service, allocated according to Generally Accepted Accounting Principles. ARTICLE 4 Indemnity; Insurance Section 4.01 - Operator's Duty to Indemnify. In addition to any other duty to indemnify or defend City, Operator shall defend, indemnify and hold harmless City from any and all claims, actions and demands for death or injury to persons or damage to property, arising from the use of the Shiplift Facility during the term of the Initial Agreement and the Agreement Term by Operator, Operator's contractors, agents, officers, employees and invitees, or the general public. Section 4.02 - Insurance Requirements. During the Agreement Term, Operator shall procure and maintain at its expense the insurance described in this section subject to the terms and conditions set forth in this section. (a) Operator shall procure and maintain the following insurance under this Agreement: (1) Commercial general liability and automobile insurance, with limits of liability of $5,000,000 for all injuries, deaths or property damage resulting to any one person and $5,000,000 limit from any one occurrence. Coverage under such insurance shall also include explosion, collapse and underground property damage hazards. Such insurance shall include a blanket contractual liability endorsement. For non -owned watercraft of Operator or its customers any "watercraft exclusion" in the commercial liability insurance policy shall be eliminated. Protection and indemnity insurance shall be provided with the same limits as the commercial liability insurance for the use of Operator -owned watercraft. (2) All risk physical damage insurance for any buildings, equipment, machinery any other property upon the Shiplift Facility at replacement value rather than original cost. City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 11 (3) Workers Compensation Insurance and insurance under the Harbor Workers and Longshoremen's Compensation Act. (4) Coverage for vessels in the care, custody or control of Operator (ship repairer's liability) with limit of liability of $5,000,000. (5) Environmental impairment liability or pollution legal liability insurance for all bodily injury and property damage to parties other than Operator caused by pollution emanating from the Premises, with limit of liability of $1,000,000. (6) Marine Liability Insurance and any other insurance required under any permit or tariff of City. (b) The minimum amounts and types of insurance required under this Section shall be subject to revision in accordance with standard insurance practices, in order to provide continuously throughout the Agreement Term a level of protection consonant with good business practice and accepted standards in the industry. Such factors as increases in the cost of living shall be utilized in assessing whether the minimum insurance require- ments should be increased. City shall notify Operator of any required increase in insurance coverage. (c) All insurance policies shall provide for 30 days' notice to City of cancellation and /or material change in policy terms. All such policies shall be written by insurance companies legally authorized or licensed to do business in the State of Alaska, and acceptable to City. Operator shall furnish City, on forms approved by City, certificates evidencing that it has procured the insurance required herein prior to the operation of the Shiplift Facility by Operator. Operator shall be liable for all deductibles under any insurance policy obtained by Operator under this Agreement. Nothing herein contained shall prevent Operator or City from placing and maintaining at City's or Operator's own individual cost and expense, additional or other insurance as may be desired. (d) On October 1, 2011, and annually thereafter throughout the Agreement Term, Operator shall procure and submit to City a written report from a reputable insurance broker acceptable to City that the broker has reviewed the types and amounts of coverage of insurance obtained by Operator and the operations of Operator and in the opinion of the broker the coverage complies with Operator's obligations under this Agreement. (e) All of the insurance policies required above as well as any other insurance carried by Operator or City shall provide that the insurers waive their rights of subrogation against City and Operator and their respective officers, servants, agents or employees. Operator further agrees to waive and agrees to have its insurers waive any rights of subrogation (whether by loan receipts, equitable assignment or otherwise), with respect to City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 12 rr deductibles under such policies and with respect to damage to equipment including the loss of use thereof, whether insured or not. Operator shall also name City as an additional insured on the general liability insurance policy maintained by Operator as required above, excluding coverage for claims resulting from City's sole negligence. Operator shall promptly and without request by City supply City copies of all insurance binders and policies. ARTICLE 5 Assignment Section 5.01 - Assignment of Agreement. The parties recognize that a material reason for the finding by the City Council of Seward that it is in the public interest to enter into this Agreement with Operator is Operator's experience in operating vessel repair and construction facilities on the Premises. Except as provided in Section 5.02, any assignment of this Agreement by Operator shall be void, and any attempt by Operator to assign this Agreement gives City the right immediately to terminate this Agreement. Section 5.02 - Assignment. Notwithstanding Section 5.01, Operator may assign its entire interest under this Agreement to a person to whom Operator sells its vessel repair and construction business, provided that the assignee and the terms of the assignment shall be subject to approval by City. ARTICLE 6 Default; Remedies Section 6.01 - Events of Default. Each of the following shall be an act of default under this Agreement and the terms "acts of default" and "default" shall mean, whenever they are used in this Agreement, any one or more of the following events: (a) Failure by Operator to observe, fulfill or perform any covenants, conditions or agreements on its part to be observed or performed under this Agreement for a period of 30 days after written notice specifying such failure, requesting that it be remedied, and stating that it is a notice of default, has been given to Operator by City; provided, however, that if said default is such that it cannot be corrected within the applicable period, it shall not constitute an act of default if corrective action is instituted by Operator within the applicable period and diligently pursued until the default is corrected. (b) The making by Operator of an assignment for the benefit of creditors, the filing of a petition in bankruptcy by Operator, the adjudication of Operator as insolvent or City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 13 bankrupt, the petition or application by Operator to any tribunal for any receiver or any trustee for itself or for any substantial part of its property; or the commencement of any proceeding relating to Operator under any bankruptcy, insolvency, reorganization, arrangement or readjustment of debt law or statute or similar law or statute of any jurisdiction, whether now or hereafter in effect which shall remain undismissed for a period of six months from the date of commencement thereof. (c) Any event of default under the Lease. Section 6.02 - Remedies for Default by Operator. Whenever an act of default by Operator shall have occurred, and any applicable period for giving notice and any opportunity to cure shall have expired, City shall have the following rights and remedies all in addition to any rights and remedies that may be given to City by statute, common law or otherwise: (a) City may terminate this Agreement and re -enter the Shiplift Facility and take possession thereof. (b) Recover, whether this Agreement be terminated or not, damages incurred by City by reason of the breach or default by Operator. (c) No expiration or termination of this Agreement shall expire or terminate any liability or obligation to perform of Operator's which arose prior to the termination or expiration except insofar as otherwise agreed in this Agreement. (d) Each right and remedy of City provided for in this Agreement shall be cumulative and shall be in addition to every other right or remedy provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by City of any one or more of the rights and remedies provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by City of any or all other rights or remedies provided for in this Agreement or now or thereafter existing at law, or in equity or by statute or otherwise. Section 6.03 - No Waiver of Breach. No failure by City to insist upon the strict perfor- mance by Operator of any term, covenant or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or of such terms, covenants or conditions. No waiver of any breach shall affect or alter this Agreement, but each and every term, covenant and condition of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach. City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 14 33 mow Section 6.04 - Cure by City. City shall have the right, but not the obligation, to cure any default of Operator under this Agreement if Operator fails to cure the default within the time allowed under Section 6.01. Any cost incurred by City in effecting such a cure shall be payable by Operator upon demand, and shall bear interest at a rate of 15% per annum until paid. ARTICLE 7 Miscellaneous Section 7.01 - Time. Time is of the essence of each provision of this Agreement. The time in which any act is to be performed under this Agreement shall be computed by excluding the first day and including the last, unless the last day is a Saturday, Sunday or a holiday, and then it is also excluded. Section 7.02 - Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the matters covered by this Agreement, and no other agreement, statement or promise made by any party which is not contained in this Agreement shall be binding or valid. Section 7.03 - Relationship of Parties. Nothing in this Agreement, and no performance of either party hereunder shall cause the relationship of the parties to be that of principal and agent, partners or joint venturers, or cause the parties to be associated in any manner other than as owner and independent contractor. Section 7.04 - Notices. All notices required or authorized to be given by either party under this Agreement shall be in writing and shall be served personally or sent by registered mail as follows: City of Seward P.O. Box 167 Seward, Alaska 99664 Attention: City Manager Seward Ship's Drydock, Inc. P.O. Box 944 Seward, Alaska 99664 Attention: President Notice by mail shall be deemed to have been given at the time of mailing. Each of the above addressees may, by written notice to the other, designate any further or different City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 15 addresses to which subsequent notices shall be sent. In addition, the parties hereto may agree to any other means by which subsequent notices may be sent. Section 7.05 - Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon City and Operator and their respective successors and assigns. Section 7.06 - Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provisions hereof. Section 7.07 - Amendments. This Agreement may be amended only by a writing signed by City and Operator. Section 7.08 - Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 7.09 - Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska. Any civil action brought by any party under this Agreement shall be commenced and maintained in the Superior Court, Third Judicial District, State of Alaska, at Anchorage. Section 7.10 - Captions. The captions or headings in this Agreement are for convenience only and no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 16 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. City: CITY OF SEWARD Phillip Oates City Manager ATTEST: Johanna Kinney, CMC City Clerk Operator: SEWARD SHIP'S DRYDOCK, INC. James T. Pruitt President City of Seward and Seward Ship's Drydock, Inc. Page 17 Maintenance and Operating Agreement Exhibit A - Deferred Maintenance DEFERRED MAINTENANCE PROGRAM Backfill transfer pit COMPLETED Renew oil in winch gear box COMPLETED Motor reseal 11 COMPLETED Brake reseal COMPLETED Batter pile repair COMPLETED Coat fasteners COMPLETED Rail alignment COMPLETED Motor dip /bake 7 ea. COMPLETED Line amplifiers COMPLETED Paint gear box COMPLETED Paint structural steel on platform 14,200 COMPLETED Cleaning and tightening electrical connections COMPLETED Repair of wooden decking on platform Replace sill boards COMPLETED Cathodic protection system COMPLETED Coating pipe pile in splash zone (utilizing existing material) Coating of 33 cofferdam cells COMPLETED Cables $12,000 x 28 COMPLETED Motor Cover Repair (replace) COMPLETED Repair control house doors COMPLETED Repair air control system COMPLETED Erosion control COMPLETED Wiring and conduit for warping capstan COMPLETED Lower sheave bearings COMPLETED Winch junction boxes COMPLETED Repair support pile COMPLETED Repair winch covers COMPLETED City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 18 3-1 Exhibit B - Description of SMIC [Attach Plat Map] City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 19 3 • ,..,a-21-2000 03:9n F tot-SEV:APD . 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Maintenance and Operating Agreement Page 20 1b Jill O3:14 F r or -SEWARC BtA1 EARBOR -90722471V T-1177 P 01C F-2 t k ,....N i-i5e .., co . 3 , e ....,,.... E 4 , )''• Ce..7ri -.. t . _ ,...s. : 0 1 ....‘ te, • 'Ln. Exhibit C - Fenclnq Socc:fcp.i,c _ — --,- 4 t t'S : k7, •--- — .....,----. .•:` i< , „ -, .,,_ ,---------.7-=--r ,,,,. , -__ x —,r .,• i 1 :—. r- az v-Irri-.4 eo.i,,,p,...1 t..0.:E.) .i . • il (NI 1 .... , i il ir • z...1.„ a ‹: ; PRNIXY.•;‹. I r‘..\ (.. . il t... ! - .,-- 1 C • 1.-E E / 1 . ...n ri _ Tf: ‘') <,`"' - .... I ' ile rsc" 1:5"e icc lir • i r... tt.-1 .... -q... , , .4...... ..... 1 r 1 1 ,t.i.s_FF-,1,34.E., Wt.i...- 1 4:44,A, 14 1-4 n.) --, , 1 p-,1,4.0.1.- DE, i---c.. ,, i j. ":-'.4. 1f 1 , z; . ,*-: I 1 ,4 At.— ,c\-e.f7r-ci IN. .11 1 o r -lie 9n_scrt.4.?:.- V > ; ••,- . ' 1 MI V..! tk i ..! ••••■• 1 '1,,Ii35.C.:(-:r .1 • 4 1 •••'' 4,„,. OP ',.., • t.O: -E > 1 I 1 • ‘...; TS i r 2 ....., , I W • ti. 1:71. ,•• 1 , i ':' 1 t•tj 1 • ' 1 . ' ..,• ..,,,, 7 7 . , A i .• ; • t...1 c d ....."."-** I '' / A lkitt l : A irr --- i 1 ita■ . '' 17 :1 1: ' = , 1 1 - f: I Li ii ; ING1' 1 1 ji 1 '''Ok. ir.) PiC.N.I 1 tt 1 aT i Fi 7 1 1 "-<- ---- ....—,„,„ . 40 ,- ... . ,... 1 t I L I 7 77 1 ,,,........ • 0 020051 , 11 - *7 — fl t) 1 6 : 09 RECEIVED FP.OM : i 90722471 67 L k \ Exhibit D - Maintenance Tasks and Schedule In addition to other obligations in this Agreement, all maintenance of the Shiplift Facility shall accomplish and conform with the guidelines in the operation and maintenance manuals, S -2787 and S -2751, as published by NEI Syncrolift and current standards set by Pearlson Shiplift Corporation Maintenance Records P022 — Seward Ships Drydock Company (as included herein in Exhibit D), Norton Corrosion, and Lloyds of London. City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 21 • PEARLSON SHIPLIFT MAINTENANCE RECORDS P022 — SEWARD SHIPS DRYDOCK CO. OVERVIEW Periodic inspection and maintenance is required to assure the safe, reliable operation of your shiplift and transfer system. The following forms, charts and Togs will provide a checklist and comprehensive record of your compliance with recommended maintenance procedures. A loose leaf notebook should be used to file all completed check sheets. A more stringent maintenance schedule may be implemented if it is found to be necessary to accomplish the intent of the maintenance program or to maintain a specific classification requirement. The appropriate record sheet(s) for the maintenance activity to be completed should be copied and used to record all maintenance tasks carried out. Each sheet must be signed and dated by the person responsible for the maintenance of the shiplift transfer system upon completion of the tasks on the sheet. Each week one of the Weekly Maintenance Record forms must be completed and placed in the shiplift maintenance log book. Each third month one Additional Three Monthly Maintenance Record must be completed and placed in the shiplift maintenance log book, along with the Weekly Form. Each sixth month one Additional Six Monthly Maintenance Record must be completed and placed in the shiplift maintenance log book, along with the Weekly and Three Monthly Forms. Each year one Additional Annual Maintenance Record must be completed and placed in the shiplift maintenance log book, along with the Weekly, Three Monthly and Six Monthly Forms. In addition, tasks to be completed less frequently should be entered as comments on the Additional Annual Maintenance Record. These tasks include: 1. Every two years, repaint the hoists as necessary. 2. Every two years, repaint cradles. 3. Every five years, change all gearbox oil, unless testing has shown an earlier change was necessary. 4. Every eight years, strip and examine one set of upper sheave bearings. The bearings should be renewed if there is any sign of pitting. If there is a need to renew the bearings, then all bearings of an equal life must also be stripped and examined. 5. Every eight years or 2,000 operating hours, whichever occurs first, all hoist wire ropes must have been replaced (unless regular NDT rope evaluation is combined with semi - annual visual and annual destructive testing of one wire rope). 6. Every ten years, strip the motors. Clean and examine the stator windings for signs of damaged insulation. Renew the bearings and reassemble. PSC- P022- SMR- 110118 -R0 Page: 1 of 9 Pearlson Shiplift Corporation • 12030 SW 114th Place, Miami, Florida 33176 • Email: info @shiplift.com Correspondence: Post Office Box 560100, Miami, FL 33256 -0100 • Main: (305) 720 -2536 Fax: (305) 595 -7161 PEARLSON 1 SHIPLIFT MAINTENANCE RECORDS P022 — SEWARD SHIPS DRYDOCK CO. WEEKLY MAINTENANCE RECORD Refer to Maintenance Manual for details of tasks to be performed. f = _ _ . -r i c^±",..r_.`._° ._ r f r .r "v Ids a� '"�* is •.'-^°•^°^.P, z t y y y ^Kam ^3t r t ' ooz � • ° r �. <; .., 'PrkaQedU .e � ` ... , � . ` ... ' •_,e. Shiplift Platform 1. inspect platform decking. ❑ 2. Lubricate the lower sheave bearin • s. ❑ 3. Verify the platform has been run at least 6 feet. ■ Visually inspect the wire rope lubrication and Shiplift Hoist 4. replenish as required. ❑ Ro • es Shiplift Transfer 5. Lubricate the wheel bearings of all cradles which ❑ System have been submerged. The above tasks are to be completed each week. Comments and Observations: The above tasks have been completed: ❑ YES ONO Signed: Date: PSC- P022- SMR- 110118 -R0 Page: 2 of 9 Pearlson Shiplift Corporation • 12030 SW 114th Place, Miami, Florida 33176 • Email: info @shiplift.com Correspondence: Post office Box 560100, Miami, FL 33256 -0100 • Main: (305) 720 -2536 Fax: (305) 595 -7161 L\ PEARLSON SHIPLIFT MAINTENANCE RECORDS P022 — SEWARD SHIPS DRYDOCK CO. ADDITIONAL THREE MONTH MAINTENANCE RECORD Refer to Maintenance Manual for details of tasks to be performed. { 6:777' 1 Shiplift Hoist 1. Rotate rope reels in storage. ❑ Ropes 2 Inspect load cell transducer pin and anti - rotation bracket. Check that cable connectors are ti• ht. ❑ Shi • lift Hoist 3. Check the enclosed • ear drive oil level. ❑ Shiplift Transfer Visually inspect tread and inside flanges of cradle System 4 ' wheels. ❑ The above tasks are to be completed with the Weekly Maintenance Tasks. Comments and Observations: The above tasks have been completed: ❑ YES ONO Signed: Date: PSC- P022- SMR- 110118 -R0 Page: 3 of 9 Pearlson Shiplift Corporation • 12030 SW 114th Place, Miami, Florida 33176 • Email: info @shiplift.com Correspondence: Post Office Box 560100, Miami, FL 33256 -0100 • Main: (305) 720 -2536 Fax: (305) 595 -7161 L\S— • PEARLSON �II�IiiPL "�� SHIPLIFT MAINTENANCE RECORDS P022 — SEWARD SHIPS DRYDOCK CO. ADDITIONAL SIX MONTH MAINTENANCE RECORD Refer to Maintenance Manual for details of tasks to be performed. (Rope Inspection and Test Results to be recorded on Rope Inspection Log /Chart.) (Brake Inspection to be recorded on Brake Inspection Log.) �{ � 1_ orAe1 � o � Tx • :v: Prsc-dure.<�� . ti� �.- :� .� 0,0 o o Clean limit switch actuator plate and paint as Shiplift Platform 1 required. Check actuator plate fasteners for ❑ ti • htness. Shiplift Hoist Visually inspect the wire ropes for broken wires and ❑ Ros es 2 ' wear. Enter results on Wire Rose Inspection Charts. Shiplift Hoists 3. Lubricate upper sheave bearings, pawl pivot, hoist o frame bearin s s. 4 Lubricate limit switch actuator mechanisms in the ❑ hoist limit switch box. 5 Strip brake, inspect, clean out dust and check brake ❑ torque and solenoid air •a•. Check Hoist Junction and Limit Switch enclosures 6 are clean and watertight. Check all glands & cables ❑ and tie hten all electrical connections. Shiplift Transfer 7 Visually inspect rails and fasteners. ❑ S stem 8. Visually Inspect transfer cradle paint [] 9 Check cradle and STC wheel U -bolts for torque. ❑ Note any signs of movement and misalignment. The above tasks must be completed in addition to the Weekly and Three Monthly tasks. Comments and. Observations: The above task has been completed: ❑ YES ONO Signed: Date: PSC- P022- SMR- 110118 -RO Page: 4 of 9 Pearlson Shiplift Corporation • 12030 SW 114th Place, Miami, Florida 33176 • Email: info@shiplift.com Correspondence: Post Office Box 560100, Miami, FL 33256 -0100 • Main: (305) 720 -2536 Fax: (305) 595 -7161 LkC9 PEARLSON SHIPLIFT MAINTENANCE RECORDS P022 — SEWARD SHIPS DRYDOCK CO. ADDITIONAL ANNUAL MAINTENANCE RECORD Refer to Maintenance Manual for details of tasks to be performed. (Lower Sheave Inspection to be recorded on Lower Sheave Inspection Log.) eon) v i e� cF r,,� -�v ? .,�' �, r ' "'z r 3 , /� 3 Fc' 0.ene�_ _ e• ..,. : �,. .__... o .!1 _'r� r� .. a. 1'%Qin.'.Ie _eo1 Shiplift Platform 1 • Check steel structure (corrosion, welds and ❑ • rotective coatin • . 2. . - . � . . , ■ ■ Shiplift Wire 3 Complete a Visual or NDT examination of selected ❑ Roses roses. Record findin•s on Ro.e Inspection Record. 4. Remove one ro •e and test to destruction. ❑ Shi • lift Hoists 5. Check •awl linka•e. Ad'ust as re•uired. 11111111n1111 6. Insect Limit switches NLU, FLU and PLS . 111111.' Complete a visual examination of 10% of the 7. enclosed gears. Test a sample of oil from each ❑ •earbox and re•lace if test indicates it is necessa . 8. Me• •er test all hoist motors. 11111.111111 Shiplift Load Verify Calibration of the Load Monitoring System. Monitoring 9. Install the temporary support beams and ❑ S stem ad'ust/re •air where re• uired. Shiplift Transfer 10. Check 25% of wheels for wear and disassemble and [] System ins • ect 10% .. 11. Check that rail levels and rail joints are within ❑ tolerances. 12. Check the condition of the Side Transfer Carriage ❑ steel and deckin • . Shiplift Control Check all electrical connections in the Control 13. Console and Motor Control Center. Functional check ❑ System the entire Control system in all modes of operation. The above tasks are to be completed with the Weekly, Three Monthly and Six monthly tasks Comments and observations: The above tasks have been completed: ❑ YES ONO Signed: Date: PSC- P022- SMR- 110118 -R0 Page: 5 of 9 Pearlson Shiplift Corporation • 12030 SW 114th Place, Miami, Florida 33176 • Email: info@shipliftcom Correspondence: Post Office Box 560100, Miami, FL 33256 -0100 • Main: (305) 720 -2536 Fax: (305) 595 -7161 PEARLSON 1 4 FT r - SHIPLIFT MAINTENANCE RECORDS P022 — SEWARD SHIPS DRYDOCK CO. LOWER SHEAVE INSPECTION LOG :c,., r %ri::tM.z'J>' -s :r: N•,� g,.h.°'.: .V;' r T `s- �3 . ..,; ; " 'SHIPL`IF,7t ` „INSPECTION R k EA °� A Y RYi AR r .,. ; . , :, , :, , ;r:r.�:•- � M . .ON7 � H .:..HOUR ..:iMON'I'H- ;HOU . �MONI'E - �:HQUR':: I,MONTHS %:HOUR 0 ON7Hs� ..e » , -: M ETER:' y��a.�..-- .�.'rME >a - "g;`'E' u�" -f: '::METER �,� . • . : `� ^, METER : �'.` �t �� �� -:r<.:i,a:� .........:..... �,�:r:� `;M.. . . VISUALJCLEANED y NEW BEARING.: VISUAL/CLEANED JSTRIPPEDf' `:' aNEWi :BEARING; ':' VISUAIJCLEANEDy STRIPPED NEWBEARIN =`VISU CLEANED NEWBEARING ;'i VISUALJCLEANED`: STRIPPED`= NEW B.EARI,NG :VISUAL/C ".s STRIPPED ; VIS1JALICLEANED yNEW 1.60:&%;; Comments and Observations: PSC- P022 -SMR- 110118 -F20 Page: 6 of 9 Pearlson Shiplift Corporation • 12030 SW 114th Place, Miami, Florida 33176 • Email: info @shiplift.com Correspondence: Post Office Box 560100, Miarni, FL 33256 -0100 • Main: (305) 720 -2536 Fax: (305) 595 -7161 --- -- S I . ori" SHIPLIFT MAINTENANCE RECORDS P022 - SEWARD SHIPS DRYDOCK CO. MOTOR /BRAKE INSPECTION LOG �:.::; ,..i. ..:... �_�. -rt ty`��'Be'.�?li`N3'o : ; ,r '•'; R'. :.:... ... .r•. �.:z> :;:')�.. .. RR"`�' et''� e S "• ,. ,.:.: � .. . ::.:..::::: :::::..::','.;:.::.:;:'.':;:'. ..'•'. ':' w-•:"i.S"vr.'52.� S�,�`F.S+.,,>H4Yws�: <.�;?' HOIST ,; s :`? ANNUAL ANNUAL • • " SEMI - ANNUAL < ' ANNUAL NUMBER' f f �i . DATE ;'.i' :..` DATE • - ' : DA T E:. ..,,...., DAT _ HOUR ` �` YH :;: OUR HOUR :;� HOUR rMETER. ,METER METER r ,, METER A F - - �TORQU ?., � '70RQUE °t; > <'.T017 U��:a AF ; AF Q �`'I',O�RQU r ,,, s ' F F .. F ..,' F ;- AIR<.GAP''-' AF :: < AIR�GAPS; AF :: AF ` : A I 1 RG AP :: : : AF F F F F PART PART ;P PART ;REPLACED: REPLACED REPLACED; REPLACED • U ,.,,� ,... MEGGER.' :MEGGER {' HOUR HOUR HOUR , ;' HOUR METER r METER METER: :METER TORQUE AF TORQUE AF T O RQU E . , AF - TORQUE:. AF F F F F AIR GAP ' AF AIR GAP . AF ,AIR GAP:' . AF AIR GAP AF .f:i ...,.. F F _ F F -PART . ; PART :PART m " PART " REPLACED REPLACED REPLACED ` : MEGGER '' , > MEGGER':; HOUR HOUR HOUR HOUR ` METER METER METER : .METER TORQUE .: AF TORQUE . AF TORQUE: ° : AF TORQUE AF T _.,'...,.., . F F F ..,. ... F . AiR GAP AF AIR GAP AF AIR GAP AF ' AIR GAP AF F F F F PART PART PART PART ;s REPLACED; REPLACED REPLACED REPLACED ' : : MEG ;GER ' MEGGER Comments and Observations: PSC- P022- SMR- 110118 -R0 Page: 7 of 9 Pearison Shiplift Corporation • 12030 SW 114th Place, Miami, Florida 33176 • Email: info @shiplift.com Correspondence: Post Office Box 560100, Miami, FL 33256 -0100 • Main: (305) 720 -2536 Fax: (305) 595 -7161 L- \ C\ PEARLSON �m- t��9L SHIPLIFT MAINTENANCE R ECORDS P022 — SEWARD SHIPS DRYDOCK CO. WIRE ROPE INSPECTION CHART � j N UUMBER 'REEL NUMBER' Y ✓,h IIv +kkaeJ rLmy.+MG9sL+X � . +r ; *C[:•; :: - ?.y a;:i ..NrA' gs� •s, Y,,, . r ;; INSTALLATION DAT ' tiROPEhSIZE % > . ET C ONST F UCTION: t . r nw^ 4aw•rawa::..>?:nra . o;'p: 'Y' =_ ;i4i'a?m:._.?'o, i%'ut >r'+. }i..sq J�SIJ S 7. } f fZ ' -�- t - f.. ✓;• LtP J j " Riit L :�t Fbil" $�.. ? 7 Yf FY ` r 1 c t did YIb3 .;.,,. i � ra ' Y� ..4J r`�e''kF' $PEC ,r, r: r� �•:+f�`� , ` rte. ..: ' i�'� DATE! VISUAL INSPECTION NDT INSPECTION ::`HOUR • T R BROKEN 'DEFORMED WEAR T CORROSION: SCORE BY PASS I!1=AIL : WIRES -` •';-= '..WIRES DIAMETER ❑ Pass ❑ Fail ❑ Pass ❑ Fail ❑ Pass ❑ Fail ❑ Pass ❑ Fail ❑ Pass ❑ Fail ❑ Pass ❑ Fail ❑ Pass ❑ Fail ❑ Pass ❑ Fail ❑ Pass ❑ Fail ❑ Pass ❑ Fail PSC- P022- SMR- 110118 -R0 Page: 8 of 9 Pearlson Shiplift Corporation • 12030 SW 114th Place, Miami, Florida 33176 • Email: info@shiplift.com Correspondence: Post Office Box S60100, Miami, FL 33256-0100 • Main: (305) 720 -2536 Fax: (305) 595 -7161 5� PEARLSON MAINTENANCE RECORDS P022 — SEWARD SHIPS DRYDOCK CO. WIRE ROPE INSPECTION LOG ''51 "«'� � }�•� a' .. �^c�sst�°r'.L3�� ' y�?.w,. ^,.�'.,+�•�y,,.,h. ,� r :�3 uwtt��'' � �i�'%:,•�„;u= �?;,�, +; -- q <w :3�Y�;�. ::r 2 ce�'�cT �fz : : �,. W: r = . x•.. j , S-v'$' - t & .s. x$'' ,c `: -$ :%'..s N.�•: cs;..w:1=x•.a;:'L�''z' S,'.';s•& _t'. 3' w't`.�•.�C:£rar^ '"xte�2 �, r? .,, er,, .:T;,?.a,.k:,�� T�s.r<.a O1ST.w EE * is INSTALL.. .ROPELAY SOGKET ^'.. ��_,,... s.�.�. <..�..,r ��� -,.- ..' r:"�;� •.,.�., ..�.... f,.: _:.ar : :SEMI - A1fINUAG NSPEG• °R;,�.= _ :.,4- :; -maw" , , � ,<� .�„ >. ..:�. ... w .•,�, : � •,,. r.. -;;r: I TIONA. ,r a .,.�._... gNUMB i MBER A : ..- RH•ori:t . .,..:.: ,.,,,.,.,xt.....s ' :s; -, a .�.x; A L , a. .0 It „ NU D ATE ��( 1 CO - .. _ »4,r. .ti. ._<. ,. n _ _,..�.�.. _.... ,. ,.. REASON O -�� .,... ,.. R REMOVA H,�� , , „,„,� �, 4 •���t ,.... , a••t�'i ai:�'r' ..�""r � � .YEAR , • - "�W�.�z` '= , +�. , q: , s'•Ya T h V V I SUAL' or NDTF • s=:MONTI-faT ' V I S tJ A Ltor- 'MONTH kvsuALA MONTH, ;VI SUAL or NDteat t : t 51 MONTH •VISUAL” or MONTH wogAwlirio MONTHS '.VISUAL' or,: PSC- P022- SMR- 110118 -R0 Page: 9 of 9 Pearlson Shiplift Corporation • 12030 SW 114th Place, Miami, Florida 33176 • Email: info @sh(pliftcom Correspondence: Post Office Box 560100, Miami, FL 33256 -0100 • Main: (305) 720 -2536 Fax: (305) 595 -7161 Exhibit E - Inventory [See Attached Inventory List] City of Seward and Seward Ship's Drydock, Inc. Maintenance and Operating Agreement Page 22 • J4n-21-2000 03: 1 rdr F f am SEwARD. HARBOR 1 +307224718. 1-077 P 00; F-182 . EAT144 El . SYNCROLTFT INVENTORY LIST hem NoILD No. Description Ouantity F-16-NA Oper. Handle Circuit Break 12 -- I-13-NA ___2p_ej le Circuit Break 1 ,-- PkZM 3-32-NA Basic Switch 1 ..---- N2M-12, 24, 30 Under Voltage Trip 110-550V 2' S - - - ..... _.. DIL 2v-22-NA Universal Contactor 5 ..---- DIL 00L-22-NA Universal Contactor 2 „..... - - DIL 00L-44-NA Relay 1 DIL 00L-62-NA Relay 1 2 ---- ---. PkZM 0-1 NA Manual 401.01 Starter } _---------- _ PkZM 0 6NA Manual 'Motor Starter 1 ----- p12.1.4 0-10 NA ' Manual Motor Starter 1 --- _--- — _ DIL 0-22-NA UniversaiContactor 2 .., — PkZM 3-25-NA Basic Swlitch 1 0- 1 , _ _ PkZM 3-16-NA Basic Switch 1 0 J-DIL 2-NA Coil 1 1 .0.- 9-1146,002 Volthee 3uge 1 0 112NAX578 Overe.017Tit Relay :$1. 2 0 85AXA173 1 0-- 1 ' DIL-2-22 i 1 _ T2b-3-2173, 64 e Ellount Carn Switch 1 ,"' HR 311-NA 9 / 2-Pania1 Tr() ) 2 AB — Timing Relay 2 z , 7022 AB Inning 'Relay (3 3728? A Tutuila Relay _ --- —. 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Bupdc H12-NA »f"� _ -_ .. . .__ |� -- � -- ---- � 25 ^/ AP Kz(3 / � � __ T - � _ - _ _ ~^ -- — 30 T� � ____ ------ '---- - ' 14 ~.^' AP 4 _ ------ 6 ----- AP 2.5 _____ -- -- ------�� ] nku Wire ID ndx�s ^-*' ~~~� -_____. __-�_ - __ -_ -- --- rH 3 ^-^ u�*�` � ---� -- ~- Brake - - 16 ~�^ Disk � _ __ _ -� 90ru�PcvxczKi 1 -- ~' _ - ----- ''' 2 .,-""- dt b8uMx Synero- --- - ~/- Right 1_ � Cables 2 _-__ —_ ___- Left Lang Cadde _____- --------- 6 .~-~ Capstan Motors ____ _-_ ___-�__ 1ymcro/Vf Inventory List paly 3 020058 o1-1: xa.mr RECEIVEID FROM '+gor2o4?)a7 r'zu City of Seward, Alaska City Council Minutes September 12, 2011 Volume 38, Page CALL TO ORDER The September 12, 2011 regular meeting of the Seward City Council was called to order at 7:00 p.m. by Mayor Willard E. Dunham. OPENING CEREMONY Police Chief Tom Clemons led the pledge of allegiance to the flag. ROLL CALL There were present: Willard E. Dunham presiding and Jean Bardarson Vanta Shafer Ristine Casagranda comprising a quorum of the Council; and Phillip Oates, City Manager Johanna Kinney, City Clerk Absent — Valdatta, Keil, Smith CITIZENS' COMMENTS ON ANY SUBJECT EXCEPT THOSE ITEMS SCHEDULED FOR PUBLIC HEARING Keith Campbell noted the recent groundbreaking ceremony at the library museum site a few weeks ago and came tonight to ask the council to sign a golden shovel to commemorate that day. Campbell stated he hoped to have this on display at the new facility to acknowledge those who helped make this project successful. Kari Anderson pointed out she no longer worked for the City of Seward, but had been a member of this community for her life. She expressed concern regarding the litigation with the Resurrection Bay Conservation Alliance (RBCA) and the City of Seward. She did not understand why the city would pay $150,000 in legal fees for this lawsuit or why RBCA was taking actions against this community. She encouraged the community to urge RBCA to end this legal battle. The public should also encourage this group to not only end the lawsuit but also to educate the community. Dunham thanked Anderson for her service to the community. He appreciated her bringing this topic up to the council as a citizen. APPROVAL OF AGENDA AND CONSENT AGENDA Motion (Bardarson /Shafer) Approval of Agenda and Consent Agenda City of Seward, Alaska City Council Minutes September 12, 2011 1 Volume 38, Page Two proclamations were added to the agenda, Remembrance of September 11, 2001, and American Legion Day. Motion Passed unanimous The clerk read the following approved consent agenda items: The August 22, 2011 City Council Regular Meeting Minutes and the August 29, 2011 and September 1, 2011 Special City Council Meeting Minutes Were Approved. Council appointed Mark Kansteiner, Betty Casey, Rose McSwain, Mary Williams and James Herbert to serve on the Election Board for the 2011 Municipal Election on October 4, 2011. Resolution 2011 -070 Approving A Financial Advisory Agreement With Blitch Associates, Inc. SPECIAL ORDERS, PRESENTATIONS AND;, PORTS Proclamations and Awards A proclamation was read in remembrance of September 11, 2001 (9/11). A proclamation was read honoring Americ n Legion Day on September 16, 2011. t A certificate of memoriam was read for the family of Patricia Redmond. Mayor Dunham asked for moment of silence to be given in her honor. Borough Assembly Report, Sue McClure stated the Assembly voted to close the borough landfills on Sundays, but that was overturned and they would remain open. During the August 16, 2011 meeting, the Assembly overrode the veto to redefine a full term of assembly members, which meant it now stood an assembly member's term was thee years. A cap may be set on full and partial terms not exceeding eight years. At the last meeting they heard a report the finance department had refinanced several bonds, which was a cost savings to the borough. The Assembly overturned an ordinance that would have limited the borough planning commission number of members to 11 from 13, but it would remain at 13. The Borough Assemblj's next meeting was on Tuesday in Homer. During the October 11, 2011 meeting, there would be an ordinance to establish enforcement processes on the borough's Title 21 violations. Money from state had been reassigned to put in the smart boards at Seward Elementary School. She encouraged those to get out and vote and read the election pamphlets when they become available. Ther were many propositions on the ballot. There was one proposition for a 0.1% sales tax increase to g to economic development, one to eliminate the non - prepared food sales tax exemption, and one to reapportion the Borough Assembly and School Board members to either nine or eleven members. McClure explained if the Borough did not have ballot language for this, the state would mandate a plan for the borough, so that was why it would be on the ballot in this manner. II City of Seward, Alaska City Council Minutes September 12, 2011 Volume 38, Page She was running out of the meeting to attend the borough planning commission meeting in town this evening. It would be an interesting meeting because the item on the agenda to rename roads, including the renaming of Salmon Creek in Seward. She felt this issue was pretty important. City Manager's Report, City Manager Phillip Oates stated there were no purchases approved for between $10,000- 50,000 since the last Council Meeting. Harbor personnel continued with ongoing maintenance and the number of boat lifts had increased on both sides of the bay. The contractor and the electricians have re- started work on Z -Float with an anticipated completion date of September 23, 2011. Mack Funk accepted the offer of employment for the Harbormaster position and he would start soon and attend the upcoming Harbormaster's conference in October. The harbor was working with Marine Exchange of Alaska to develop '`a SMIC security plan. The harbor impounded three vessels and were in the process of selling them by public bid process. In the Police Department, Oates noted in 2009 Council did not pass a hunting ordinance that would have permitted hunting in specific areas within City limits. Included in that proposed ordinance was the allowance of duck hunting in the area around the airport. In 1993, a resolution was passed allowing duck hunting at the airport with them permission of either the Chief of Police or City Manager. Community members had recently requested permission to hunt ducks at the airport and the Chief of Police was advising against it. The issue would likely be brought to council for clarification in the near future. Parks and Recreation recently hosted the statewide Alaska Recreation and Park Association Conference here in Seward and it was a successful event. The department would be participating in the Healthy Lifestyles event on October 8, 2011, which was part of the Seward Prevention Coalition. Park staff assisted with the turf seeding at the new Scheffler Creek Bridge. Staff was experiencing a rash of late night parties requiring extra staff time for cleanup. The August campground attendance and revenue numbers were not available yet. After the Salmon Derby, the level of parking activity had dropped significantly. Two of the city's crew members returned to college for the fall semester. The remaining parking crew continued with normal daily tasks. One of the northeast pay stations was out of service due to wiring issues. In Public Works, the 100% design for the SMC Dolphin Project was complete and the bids began advertisement on September 1, 2011. Bids were due no later than 3:00 pm on September 26 and the contract would likely be presented to council at the October 10, 2011 meeting. Personnel was aggressively pursuing the construction of a new motor vehicle storage building to replace the storage building demolished last year. The Public Works Department was preparing to solicit bids to construct the storage building (pole barn) for the purpose of protecting valuable city heavy equipment from the elements, in an amount not -to- exceed $95,000, utilizing funding approved in the 2011 budget. They were currently negotiating the cost of land for the water storage tank location and had submitted all final paperwork to ADEC for the Phase 1 of the water storage tank project. Loan repayment would start on or before October 1, 2011. In closing, Oates thanked Bev Dunham for her article in the Seward Journal recently and her write up of the role of the city manager and Oates' efforts during his time with the City. City of Seward, Alaska City Council Minutes September 12, 2011 Volume 38, Page Mayoral Report, Willard Dunham gave a sJmmary for the period of August, 2011. He also had additional laydowns to provide tonight, including two resolutions by the City of North Pole and the Fairbanks North Star Borough, as well as q resolution that would be before AML in November on unfunded mandates. The city was not included in the rail studies conducted and Dunham thought Seward should request to be included. Dunham stated he saw completion of several projects in Seward this month. He attended the Mayor's Conference in Sitka and was able to meet with Senator Bert Stedman and Deputy Chief of Staff Randy Rauar, who were interested in learning more about'Seward's library /museum project. He spoke with many people on the ground water litiga ion with RBCA and also his efforts in trying to get the Corps of Engineers funding plan on the con erence agenda. They were unable to get the funding plan on the agenda, but hoped to discuss this in Fairbanks in November. He and the city manager had been working in upgrading the railroad and the coal exporting would set another record this year. 1 He and the city manager went to Juneau to m et with the governor's staff on the Coastal Village project. They had met with many people, and unham felt they were very fortunate to have such a meeting with the governor's staff. He stated Seward had a shot at being in the governor's budget requests. Other Reports, Announcements and Presen A presentation was given on the Kenai Mou tains- Turnagain Arm National Heritage Area (KMTA NHA) by KMTA NHA President im Richardson and Moose Pass Board Member Bruce Jaffa. The 2012/2013 Budget Introduction presentation was given by City Manager Oates. INFORMATIONAL ITEMS AND REPORTS (No action required) Letters to Fairbanks Northstar Borough and National Association of Counties RE: U.S. Army Corps of Engineers Pacific Ocean Division Marine Funding, COUNCILS' COMMENTS Casagranda looked forward to the budget seasdin. Dunham wanted to know if council had seen the Senior Center kitchen remodel — and encouraged all to check it out. He was thankful for the American Legion and was glad that council acknowledged their birthday. He noted the Mural Socilty submitted a proposal for $20,000 a year to partner with them and Oates planned to allocate $10,0010 with this upcoming budget. He thought the city could look at the head tax or possibly the bed tax to help with this. CITIZENS' COMMENTS 1 5cA City of Seward, Alaska City Council Minutes September 12, 2011 Volume 38, Page Patty Linville encouraged the council to check out the museum. She was concerned with the idea of shooting at the airport. Mike Meeks said he came from the Borough Commission meeting this evening and announced Salmon Creek Road would keep its name. Tom Tougas said he spent the weekend reading the budget. The biggest challenge was they had a declining population and making it more expensive to live in Seward was not a good idea. It was further promoting Seward as a tourism -only driven town. He referred to the latest Comprehensive Annual Financial Report (CAFR) and noted the investment balances were high. These should be community -based and decided upon rather than trying to build these accounts up as much as possible. Tougas referred to the preliminary operating budget and stated the motor pool fund was originally set up for a pool fund for motor equipment, but now it seemed to become a huge pool of money. The amounts the cash balances anticipated at the end of 2012 and 2013 were $1.2 million and $1.7 million. Just the increase in the motor pool funds proposed in this budget was more than what was needed for the library /museum project — bond payments and maintenance and operating costs together. Bruce Jaffa said the motor pool fund as a whole sustained all the vehicles for the city. These were specially- equipped vehicles. Personally, half of his fleet was purchased used and they put the money in wages while his employees run around in older trucks. If the community looked at maintaining older vehicles, there could be some cost savings there. Mayor Dunham allowed Tom Tougas to speak again. Tougas concluded that if there were no contributions to the motor pool fund for the next two years, at the end of 2012 the city would still have $500,000 cash and at the end of 2013 they would have $322,000 still in the motor pool fund. The budget was focused on building cash reserves, which Tougas disagreed with. Was it council's job to represent the company to build up reserves or represent the citizens and make Seward a better place to live? He said a two year moratorium could really help the city's financial situation. The challenge of the budget was not just to build up the reserve accounts — and if they did that, population would continue to decline. COUNCIL AND ADMINISTRATION RESPONSE TO CITIZENS' COMMENTS Shafer said putting money into new cars and trucks didn't make sense to her either. She stated she planned to be very verbal through these budget work sessions. Oates asked the public to attend the budget work sessions. He stated the city also had a lot of old vehicles. EXECUTIVE SESSION Motion (Shafer/Bardarson) Go into Executive Session To Discuss City Manager Candidates. City of Seward, Alaska City Council Minutes September 12, 2011 Volume 38, Page Motion Passed Unanimous Council went into executive session at 9:16 p.m. Council came out of executive session at 9:35 p.m. Motion (ShaferBardarson) orm a negotiating committee to extend the osition of City Manager to Eric Phillips pending successful contract negotiations, background checks and drug testing. Motion Passed Unanimous Mayor Dunham appointed Tom Smith, Jean Bardarson, and himself to serve on the negotiating committee for the City Manager contract. ADJOURNMENT The meeting was adjourned at 9:37 p.m. Johanna Kinney, CMC Willard E. Dunham City Clerk Mayor (City Seal) b' Agenda Statement Date: September 26, 2011 e ° s 14 From: Johanna Kinney, City Clerk 11 4 �ASK P Agenda Item: Appointment of Canvass Bo d BACKGROUND & JUSTIFICATION: According to Seward City Code 04.01.115 (a), the City Clerk, subject to the approval of the City Council, shall appoint four or more qualified voters who shall constitute the election canvass board for the October 4, 2011 regular election. The canvass board is scheduled to convene the afternoon of October 6, 2011 to count the special need, absentee, and questioned ballots. This canvass board comprises of City of Seward residents: Jackie Campbell, Debbie Bond, Nici Murawsky, Jill Simpson, Marsha Vincent and Lori Draper (alternate). RECOMMENDATION: The Seward City Council approve and appoint the above to the canvass board for the October 4, 2011 regular election. 8/18/2011 10:27 AM Run Date - 8/18/11 © 10:27 AM Providence Health & Services DET OPS 110 - MGD - PROV SEWARD MED CTR Detail Statement of Operations (in Thousands) Reported as of July 2011 % Variance % Variance Last Year % Variance Actual MTD Budget MTD MTD Actual YTD Budget YTD YTD Actual YTD YTD Gross Service Revenues: 139 159 (12.6 %) Acute Care - Inpatient 1,273 1,100 15.7% 1,112 14.5% 650 710 (8.5 %) Acute Care - Outpatient 3,432 3,758 (8.7 %) 3,670 (6.5 %) 176 182 (3.3 %) Primary Care 820 999 (17.9 %) 996 (17.7 %) 1,049 886 18.4% Long -term Care 7,880 6,068 29.9% 5,462 44.3% - - - Homecare & Hospice - - - - - - - - Housing & Assist. Living - - - - - 2,014 1,937 4.0% Total Gross Service Revenues 13;405 11,925 12.4% 11,240 19.3% Revenue Deductions: 29 29 - Charity Care 180 204 (11.8 %) 145 24.1% 409 64 539.1% Medicare & Medicaid 2,745 338 712.1% 486 464.8% (5) 6 (183.3 %) Negotiated Contracts 10 34 (70.6 %) 45 (77.8 %) 80 55 45.5% Other 488 308 58.4% 267 82.8% 513 154 233.1% Total Deductions 3,423 884 287.2% 943 263.0% 1,501 1,783 (15.8 %) Net Service Revenue 9,982 11,041 (9.6 %) 10,297 (3.1 %) - - - Premium Revenue - - - - - - - - Rental and Education Revenue - - - - - 5 7 (28.6 %) Other Operating Revenue 176 50 252.0% 282 (37.6 %) 1,506 1,790 (15.9 %) Total Net Operating Revenues 10,158 11,091 (8.4 %) 10,579 (4.0 %) Expenses from Operations: - - - Purchased and Healthcare Expenses - - - - - Other Expenses from Operations: 787 740 6.4% Salaries & Wages 5,267 5,013 5.1% 4,767 10.5% 210 220 (4.5 %) Employee Benefits 1,450 1,477 (1.8 %) 1,400 3.6% 24 6 300.0% Professional Fees 108 43 151.2% 51 111.8% 86 76 13.2% Supplies 592 496 19.4% 541 9.4% 183 173 5.8% Purchased Service 1,468 1,208 21.5% 1,163 26.2% 2 2 - Depreciation 12 12 - 12 - 10 - - Interest and Amortization 30 1 2,900.0% 3 900.0% 233 92 153.3% Bad Debts 721 528 36.6% 519 38.9% 1 - - Taxes and Licenses 3 3 - 7 (57.1 %) 98 56 75.0% Other Expenses 527 388 35.8% (276) 290.9% 1,634 1,365 19.7% Total Other Exp from Operations 10,178 9,169 11.0% 8,187 24.3% 1,634 1,365 19.7% Total Operating Expenses 10,178 9,169 11.0% 8,187 24.3% (128) 425 (130.1 %) Excess of Rev Over Exp from OPS (20) 1,922 (101.0 %) 2,392 (100.8 %) - - - Non - Operating Gain (Loss) - 1 - - - (128) 425 (130.1 %) Excess of Revenues Over Expenses (20) 1,923 (101.0 %) 2,392 (100.8 %) Other Activity- Unrestricted (1,219) (1,796) 32.1 % Increase (Decrease) in UR Net Assets (1,2391 596 (307.9 %) 1 8/18/2011 10:28 AM PRELIM - Run Date - 8/18/11 @ 10:28 AM Providence Health & Services BAL_SHT 110 - MGD - PROV SEWARD MED CTR Balance Sheet (in Thousands) Reported as of July 2011 July 2011 December 2010 July 2011 December 2010 Actual Last Year Actual Last Year ASSETS LIABILITIES & NET ASSETS Current Assets: Current Liabilities: Cash and Cash Equivalents (1,199) (414) Accounts Payable 237 223 System Pooled Cash - - Accrued Compensation 888 834 Mgmt Designated Cash & Cash Equiv. - - Affiliates Payable - - Short Term Investments - - Payable to Contractual Agencies 48 420 Assets Held Under Securities Lending - - Deferred Revenue/Uneamed Premiums - 30 Accounts Receivable, Net 3,426 2,111 Liability for Unpaid Medical Claims - - Affiliate Receivable - - Liability for Risk - Sharing - - Premiums Receivable - - Liabilities Under Securities Lending - - Other Receivables 45 (18) Other Current Liabilities 3,902 1,231 Supplies Inventory at Cost - - Short-Term Debt - - Other Current Assets 14 24 Current Portion of Long -Term Debt - - Current Port. of Assets -Use is LTD - - Total Current Liabilities 5,075 2,738 Total Current Assets 2,286 1,703 Assets Whose Use is Limited: Long-Term Debt: Mgmt Designated Cash and Investments - - Master Trust Debt - - Funds Held for Long -term Purposes 989 476 Loans from Affiliates - - Gift Annuity and Trust Funds - - Other - - Funds Held by Trustees - - Long -Term Debt - - Non-Current Assets Limited as to Use 989 476 Propertv. Plant & Equipment: Other Long -Term Liabilities 53 69 Gross Property, Plant & Equipment 107 107 Less: Accumulated Depreciation (87) (75) Total Liabilities 5,128 2,807 Net Property, Plant & Equipment 20 32 Net Assets: Other Assets: Unrestricted (1,808) (569) Unamortized Financing Cost - - Temporarily Restricted 3 3 Interaffiliate Notes Receivable - - Permanently Restricted - - Other (Ind. Long -term Investments) 28 30 Total Net Assets (1,805) (566) Total Other Assets 28 30 Total Liabilities and Net Assets 3,323 2,241 Total Assets 3,323 2,241 8 8/18/2011 10:28 AM PRELIM - Run Date - 8/18/11 @ 10:28 AM Providence Health & Services STMT_CHG 110 - MGD - PROV SEWARD MED CTR Statement of Changes in Net Assets (in Thousands) Reported as of July 2011 UNRESTRICTED FUNDS Current Year to Date Prior Year to Date Beginning of Year (569) (371) Excess of Revenues Over Expenses (20) 2,392 Restricted Contributions & Grants Net Assets Released from Rest. - - Interdivision Transfers (1,219) (1,796) Net Assets (Liabilities) Assumed - - Unrealized Gains(Losses) on Invest. - - Extraordinary Items & Other - - Total Change in Net Assets (1,239) 596 Ending Balance (1,808) _ _ 225 _ TEMPORARILY RESTRICTED FUNDS rren Ye Da-t e - Prior e at Date Beginning of Year 3 - Investment and Other Income - - Restricted Contributions & Grants - 3 Net Assets Released From Rest. - - Interdivision Transfers - Net Assets (Liabilities) Assumed - - Unrealized Gains (Losses) on Inv. - - Extraordinary Items & Other - - Total Change in Net Assets - 3 Ending Balance 3 3 9 Sponsored by: Mayor and Council CITY OF SEWARD, ALASKA RESOLUTION 2011 -073 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, APPROVING AN EMPLOYMENT AGREEMENT WITH ERIC PHILLIPS FOR CITY MANAGER SERVICES WHEREAS, on June 13, 2011 City Manager Phillip Oates submitted his resignation effective September 30, 2011; and WHEREAS, City Council accepted Oates' resignation by Resolution 2011 -054 on June 27, 2011; and WHEREAS, the Council advertised the position of City Manager for four weeks in July, and conducted public meetings and interviews to fill the position of City Manager; and WHEREAS, during its regular meeting on September 12, 2011 after an executive session, the Council voted unanimously to offer the position to Eric Phillips dependent on successful contract negotiations, a successful drug test, and a criminal background check; and WHEREAS, Council appointed a committee of three to negotiate the terms of the contract; and WHEREAS, negotiations have been completed and Eric Phillips has accepted the City's offer of employment beginning as early as October 25, 2011 and no later than November 7, 2011 for a monthly salary of $8,666.67. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, that: Section 1. The employment agreement between the City of Seward and Eric Phillips, in the form presented at this meeting, to provide city manager services to the City for a three -year period beginning as early as October 25, 2011 and no later than November 7, 2011, is hereby approved. Section 2. This resolution shall take effect immediately upon adoption. PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 26 day of September, 2011. THE CITY OF SEWARD, ALASKA Willard E. Dunham, Mayor 047 Employment Asreement City Manager Services for Eric Phillips This agreement approved by the City Council of the ity of Seward, effective is between the City of Seward, Alaska, whose address is P.O. Box 167, Seward, Alaska 99664 ( "City ") and Eric Phillips, whose address is P.O. Box 2945, Valdez, Alaska 99686 ( "Phillips "). The City agrees to employ Phillips as City Manage on an at -will basis. This agreement shall continue for three (3) years after Phillips' official beginning employment date that shall be as early as October 25, 2011 and no later than Nov +tuber 7, 2011 unless extended by mutual agreement of the parties, or terminated as provided blow. 1. Phillips agrees to devote full time on behalf of the City and not engage in any other business. 2. Phillips shall be paid at the rate of $8,666.67 per month. The City Council agrees to review Phillips performance annually. 3. Phillips shall accrue annual leave and holidays in accordance with Chapter 3.45 and 3.50 of the Seward City Code. Phillips shall be covered by the standard City health insurance and retirement plans. He shall receive credit for annual leave accrued at the rate of 13 hours per month. 4. Phillips shall be paid $10,000 for relocation and moving expenses. Phillips will repay 100% of this amount if he leaves withiii a year. Phillips will repay 50% of this amount if he leaves within two years. He .s required to reside within the city limits. 5. Because of the peculiar nature of the C ty Manager position, it is agreed that the City's business can only succeed if the ity Manager and the City Council enjoy a working relationship based on mutual reipect, trust and positive attitudes. It may, therefore, be impossible to quantify `poor performance" or "just cause" for termination given these complexities which often involve personality factors as opposed to legal or contractual factors. It is therefore the intent of both the City and Phillips, to provide for termination by either the City or Phillips without resort to any determination of cause or any necessary e'iplanation by the City. Accordingly, this agreement may be terminated as follows: (a) By Phillips for any reason or no stated reason upon giving sixty (60) days written notice to the City. Upon Ieceipt of notice, the City may immediately terminate the relationship or require Phillips to continue for a period not to exceed sixty (60) days at his regulir rate of pay from the date of receipt of the notice. The City shall make the election promptly and within twenty -five (25) days of the receipt of notice, and the City's failure to make an election shall be deemed as election to terminate the relationship thirty (30) days from the date of receipt of the notice. If the relationship is so terminated, the City shall not be responsible for any severance or termination pay, Phillips shall be entitled to his annual leave balance to the date of termination. (b) By the City for any reason or no stated reason upon giving written notice to Phillips the City my at its option, terminate the relationship immediately. The City shall pay Phillips five (5) months' severance pay upon his termination. This agreement is the entire agreement and wherever approval of the City is required it is understood that such approval will be by the City Council of the City of Seward. This agreement supersedes any previous agreement and may be modified only in writing signed by each of the parties. This agreement will be interpreted and enforced in Alaska in accordance with the laws of the State of Alaska and is subject to all applicable Charter and ordinance provisions of the City of Seward; provided that no provisions of Title 3 of the Seward City Code shall apply except those provisions expressly identifying the city manager and except for the following enumerated provisions: 3.15.085 longevity, 3.15.090 retirement, 3.15.095 insurance and medical benefits, 3.45 annual leave, 3.50 holidays, 3.60 special provisions, except as set forth in Paragraph 4 above, 3.70 drug and alcohol policy, 3.75 sexual harassment policy, and 3.80 workers' compensation. DATED this 26 day of September, 2011. CITY OF SEWARD, ALASKA Willard E. Dunham, Mayor Eric Phillips Johanna Kinney, City Clerk (City Seal) September O September 2011 Su October 2011 Mo TuWe Th Fr Sa SuMo TuWe Th Fr Sa 1 2 3 1 4 5 6 7 8 910 2 3 4 5 6 7 8 11 12 13 14 15 16 17 9 10 11 12 13 14 15 18 19 20 21 22 23 24 16 17 18 19 20 21 22 25 26 27 28 29 30 23 24 25 26 27 28 29 3031 Monday Tuesday Wednesday Thursday Friday Aug 29 30 31 Sep 1 2 N Q N 5 6 7 8 9 Labor Day; Offices Clo: 10:30am Seward Comm 7:OOpm City Manager 1 Q v II I 12 13 14 15 16 7:OOpm City Council M 5:OOpm KPB Road Sery N N N 19 20 21 22 23 6:30pm Budget WS 6:30pm Budget WS 12:OOpm PACAB 1�leetin 9:OOam Social Security N � I v 27 28 29 130 5:00pm Budget Work � 6:30pm Budget WS 6:30pm Historic Preser 00pm Candidates NO 7:OOpm City Council M / 6:30pm P &Z Work Ses M I N Q ' Nanci Richey 1 9/22/2011 11:21 AM III October 2011 SuM October 2011 November 2011 SuMo TuWe Th Fr Sa SuMo TuWe Th Fr Sa 1 1 2 3 4 5 2 3 4 5 6 7 8 6 7 8 9 10 11 12 9 10 11 12 13 14 15 13 14 15 16 17 18 19 16 17 18 19 20 21 22 20 21 22 23 24 25 26 23 24 25 26 27 28 29 27 28 29 30 30 31 Monday Tuesday Wednesday Thursday Friday Oct 3 4 5 6 7 City Election 12:OOpm Canvas Board 7:30pm P &Z Meeting n , V 0 10 11 12 13 14 5:O0pm Seward Ships I 11:30am Seward Comm ( 7:00pm City Council M � 0 0 17 18 19 20 21 Alaska Day; Office's CI( 12:OOpm PACAB Work 5 9:OOam Social Security 6:30pm Historic Preser 6:30pm P &Z Work Ses N N r-1 V 0 25 26 27 28 7:OOpm City Council M KPB Runoff Election? 9:OOam Social Security co N d N V 0 31 Nov 1 2 3 4 > 0 z 0 Nanci Richey 1 9/22/2011 11:21 AM -1b