HomeMy WebLinkAbout08262019 City Council Work Session Laydown - CoC 2005 Lease with 2006 Amendment Sponsored by: Corbridge
CITY OF SE WARD, AL.ASKA
RESOLUTION 2006-103
A RESOLUTION OF THE CITY COUNCIL, OF THE CITY OF SEWARD,
AL.ASKA, AUTHORIZING THE "CITY MANAGER TO ENTER IN T O A
LEASE AMENDMENT WITH THE SEWARD CHAVIBEROF COMMERCE,
CONFERENCE AND VISITORS BUREAU,INCORPORATED TO EXTEND
THE TERM OF THE LEASE FOR THE LEASE OF LOT 4, FORT
RAYMOND SUBDIVISION AS SHOWN ON PLAT NO, 56-10, SE WARD
RECORDING DISTRICT, THIRD JUDICIAL DISTRICT, STATE OF
ALAS A, CONTAINING 43,778 SQUARE FEET,MORE OR LESS
WHEREAS, the Seward ChambL- of Commerce, Conference and �'isitors Bureau,
Incorporated("Lessee") seeks to extend the terra of its existing lease agreement("Lean")with the
City of Seward for Lot 4,Fort Raymond Subdivision as shown on Plat No. 86-10,Seward Recording
District, Third Judicial Disla ct, State of Alaska, containing 43,778 square feet, more or less, and
WHEREAS, the current lease has F,een in effect since October 2005.
NOW,THEREFORE,BE IT RES49LV ED BY THE CITY COUNCIL OF THE CITE'
OF SEWARD, AL ASKA, that:
Section I. It is in the public interest to enter into an amendment to the Lease dated October
2005 with the Seward Chamber of Corr€.:erce, Conference and Visitors Bureau, Incorporated
extending the terns of the Lease.
Section 2. The City Manager is lhltreby authorized to enter into a lease amendment it
substantial form as attached hereto and incorporated herein by reference, and to mare such changes
to the attached Lease Amendment No. 1 as necessary to finalize the Lease amendment between the
parties but without changing the substantiaj.terms and conditions as described therein.
Section 3. This resolution shall take effect thirty(30) days after its adoption and posting.
PASSED AND APPROVED by City Council of the City ofSewvard,Alaska,this 9`1' da%,
of October, 2006.
THE CITY OF SE'WARD, ALASKA
Vanta Shafer, Mayor
Council Agenda Statement
Fleeting Date: October 9, 2006 10
Through- Clark Corbridge, City Manager
r o o Kirsten Vesel, Assistant City Manager
Agenda Item. Amending the Lease with the Seward Chamber of
Commerce, Conference and Visitors Bureau,
Incorporated for Lot 4,Fort Raymond Subdivision,
Plat No. 86-10.
BACKGROUND & JUSTIFICATION:
i he Seward Chamber of Commerce entered into a lease �vhh the City of Seward on august 28, 1989,
and entered into the current lease in 2005. This Lease encompasses Lot 4, Fort Raymond
S-ubdivision, Flat No_ 86-10. The Seward Chamber of Commerce requests the City Council to
mend the lease to extend the term to 2021 with an opti-lin to extend for an additional live years.The
resolution and lease amendment presented at this Meet- g extends the term of the Lease accordingly.
if approved by City Council, the lease amendment wilt be effective in 30 days.
CONSISTENCY CHECKLIST:
' ion is consistent Mith the Seward City Code,Charter,Cornprehensive
4 r Here applicable,this resolut
Plans, Land Use Flans, Strategic Plan and City Council Rules of Procedures.
'ISC AL NOTE:
The rent is Four Thousand Dollars($4,000.00)annual;,;, subject to fair marketvalue increases eery
flive vears. However; this lease provides a waiver for no rent due as long as the site is used by the
L essee for the operations of a Chamber of Con me,-�e office' visitor information center. The
amendment will have no effect on the rental amount paid to the City.
_approved by Finance Department
RECOIL MENDATIO
%oLu?c-1 approve Resolution 2006-1�i.3 authorizing the City Manager to enter into an amendment to
he Lease with the Seward Chamber of Commerce for Lot 4 Fort Raymond Subdisivion,'Plat No. 86-
O.
LEASE A? ENDMENT NO. I
THE CITY OF SEWA.RD,ALASKA, a home rule municipal corporation, organized and existing,
;.ruder the laws of tine State of Alaska, hereinafter referred to as "CITE'," whose address is PO Box 16 7-
Seward, Alaska 99664 and THE SEWA_RD CI AMBER OF COMMERCE, CONFERENCE AND
VISITORS BUREAU, INCORPORATED, whose address is P.O. Box 749, Seward, Alaska 99664,
hereinafter referred to as "LESSEE" wish to amend that certain Lease effective 2005, made
between CITY and LESSEE, covering the real property described as Lot 4,Fort Raymond Subdivision,Plat
No. 86-10, Seward Recording District, Third Judicial District; State of Alaska, as follo-,vs:
ITEM Ie The name of Lessee is the Seward Chamber of Commerce, Conference and Visitors
Bureau, Incorporated.
ITEM 2. Section 2.1 is hereby annen&6 t0 change the Lease Term termination date from NOveapber
1. 2010 to November 1. 2021 as followrs:
Lease Term. The term of this LEASE(;.he "Lease Tenn."? shall be in accordance with
CITY"S Resolution Nos. 2005- and 2006- . The Lease Terra shall cornmence
October i, 2005 (the"Effective Date") and shall run for approximately 16 years from the
Effective Date, ending at midnight on NoDveruber 1,2021.
ITEM 3. Section 2.3 is hereby deleted word replaced with the following a€nerided language to a1_low
possible extension of the Lease Term.-
Option to Extend. LESSEE shall have the right to extend the Lease Termm.for one additional
5-year period provided that:
a) LESSEE exercises its option to exter$d at least 180 days prior to the expiration of the
Lease Ten"; and
b} LESSEE is not irz default under any term or provision of this LEASE: and
c= LESSEE shall exercise its otaion to extend by sending written notice thereof in
accordance with Article 33 of+t s LEASE.
In all other respects,the Lease is to remain unc'hranged and in full force between the undersigned parties.
IN WITLESS WHEREOF,the parties hereto have executed this docurnent and it is effective upon
the effectiveness of resolution 2006-
LEASE AMENDMENT NO. I
14overnber 2006
-Page I of 3-
LESS®ire LESSEE-
'Y QP SEW RD SEWARD CHAMBER QE COMMERCE, CONFERENCE
AND VISITOR, S BUREAU, �CORPQRATED
Clark Corbridge
ty Manager its:
.�—
ATTEST:
Teas; i ewis, CMC
Citv Geri:
C.ity< Seal,
I EASE AMENDNIL'_NT NO. a.
November 2006
^
-Page 2 of
f�
STATE OF ALASKA )
ss.
TURD JUDICIAL DISTRICT )
THIS IS TO CER`I Y that on this day of 2006, before nne, the
undersigned,allotary Public in and for the State ofAlaska,personally appeared Clark Cor bridge,known to nee
and to me known to be the City Manager for the C�i:y of Seward,Alaska,and authorized to execs€te docUffjents
on its behalf,and is the individual named in and :'Jio executed the foregoing document on behalf of the City
of Seward for the uses and purposes therein set_;rtl?_
WITNESS my hand and notarial seal the day and year first hereinabo-'e Written.
NOTARY PUBLIC IN, AND FOR ALASKA
My Commission Expires:
STATE OF ALASKA
� ss.
TIURD JUDICIAL DISTRICT )
i 1-l.
THIS IS TO CERTIFY that on this `� day of ,2006,befcxe
me, the undersigned, a Notary Public and for the State of Alaska, personally appeared
i�dA lti v ��f ��ICr3owD to me and to rile l nown'�o the the_ i k�s" � �\/ �i� � �. ? fOr tllz S2tv�rd
Chamber of Commerce,Conference and Visitcrs Bureau,Incorporated,and authorized to execute documents
on its behalf, and is the individual named in and who executed the foregoing documem on behalf of the
corporation for the uses and pumoses therein set forth.
WITNESS NESS my land and notarial seal the day and year first here�bove wrmc� n.
r '
ry
NOTARY bUB 1C N r ND-FOIE A SKI
W
` NNW Comm sion Expires: _y �s
Return to-
City of Se-,Nxard
Harbor Dept.
PO Box 167
Seward, AK 99664
LEASE AIVIE,NDMENT NO. 1
November 2006
-Page 3 of 3-
LEASE AGREEMENT
between
CITY OF SE WARD, ALASKA
and
SEWA-RD CHAMBEROF COMMERCE,
"ONTERIENCE AND VISITORS
BUREAU, INCOF-PORATED
Effective Date
December 005
TABLE OF CONTENTS
ARTICLEI -LEASED LAND.................................................................................................... �
1.1 Description ofLeusedLand..................................................................... ..........._-_
1.2 Covenant of Quiet Erajoyraaen,�, Marranty of Title--------------------------------------------------- �
1,3 Survey of Leased Land........................................................................................... '
i.4 Prop rjjv Accepted................................................................................................... 2
1.5 Permits..................
1.6 Platting....................................................................................................................2
ARTICLE2-LEASE TERM....................................................................... -----------......... 3
2.1 Luse Term.............................................................................................................. 3
2.2 Lease Subject to Referendum...................................................................... 3
2.3 C}Wons to Extend.................................................................................................... 3
ARTICLE3 -RENTAL RATE.................................-............... ...... -•••-•. ....... 3
3.1 Initial Rental Rate................................................................................................... 3
3.2 Rental A.dfussstanents..........................•....................................................................... 4
3.3 Procedure for Rental Adjusirnent............................................................................
3.4 effect of Late Appraisal by C ............................................................................4
3.5 Appraisal by LESSEE............................................................................................. 5
3.6 Effective Date of Adjusted Ike=ztal Pate..............................,......,.................--.......... 5
3.7 Interim Dental Adjustments...,............ s
3.9 Late Payment Charge .............................................................................. . 6
ARTICLE4- USE OF LEASED L .................................................................................... 6
4.1 Use of T eased Land................. f•.......................................
4.2 Obligations of LESSEE...........................................................................................
4.3 No Preferential Rights to Use Public Facilities ................................------------------._- .7
4.4 Adequacy of Public Facilities................................. ....................... 7
4.5 Tariffs and Other Service Fees............................................................................... 7
4.6 Time for Payment of Utilities and Taxes..................................._............................. 7
4.7 Other Uses .............................................................................................................. 8
ARTICLE 5 -UTILITIES ADD PJG-HTS, OF ACCESS............................................-...-------- 8
5.1 Utilities............................................... ................................---............................ 8
52 Third-Party Improvements...................................................................................... 8
5.3 Easements .............................................................................. ...........----------------- 9
5.4 Care o✓f Leased Land............................................................................................... 9
5.5 Other Access Rights of CIRa..................................................................... 0
ARTICLE b - CONSTRUCTION BY LESSEE............................. `i
6.1 Improvements on Leased La:,;ad................ __ 1
6.2 CITY-Review of C'onstruction ............................................................................... l i
ARTICILE 7 v RETURN OF LEASED L AANTD/SITE CONDI L IONS----•......................
T1 Return o Leased Land in G.a•iginal Condition...........-.-.................................... 11
7.2 Return of Leased Land in-J'D f�erent Condition. ...................... .. .... . ----------------
Lease Agreement btrween City of SewaT-d and Seward
Charmer of Cornrrnerce
December 2€05
�aJe' 718
ARTICLE9- FORCE !NIAJEURE ................. ......... ............. ...............--....................
-A-RTICLE 9 - LESSEE'S ACTS OF DEFAULT ..........__.... ............_...—....................... 12
A - REM .................................................. 13
-RTICLE 10 1 EDIES FOR DEFAULT BY LESSEE
a - TITLE TO IMPROVEMENTS INSTALLED BY LESSEE ....................... 14
ARTICLE 11
11_1 _Real propertyImprovements —.—.... ....... ........... ..............
11.2 personal Property............................ ....................................... .......I.......I...... 15
ARTICLE 12 -ASSIGNMENT OR SUBLEASE ----....................................--.........-.... 15
12.1 Assignment of—T ease or Subleasing.... ..................._..................................—.... 15
12.2 Assignment of Lease for Security—.... ....................... ....................... ............. ..... 15
12.3 Assignment to Af, Ware.......... ............... ........................ ................... 16
ARTICLE 13 - LESSEE'S DUTI Y TO DEFENDANDEMNIFY............................................ 16
-ARTICLE 14 - CITYS DUTY TO DEFENDANDEMNIFY ....... .............................--, 16
A-RTICLE 15 -INSURANCE......-..........................-......................—................--...—............ 16
15.1 _Minimum Insurance Requirements......—............................--..........................—. 16
152 Subrogation Rig-his Waived......... ....... ................. ............. .................____..... 17
- CONDEMNATION.... ........ ....... ................--................................... i s
AEI 16 8
ARTICLE17 -ARBITRATION—........................... ..................................................
17.1 Arbitration ........ ......— -- .............. .....—............... ........—........................--........ 18
ARTICLE J-8 - MAINTENANCE AND REPAIRS......................---.......................... 20
18.1 jVormaj Alaintenance .........--........... .........................--................... .... 20
, A)
18,2 Safety Issues...... ...................... ..........................--.............. .......... .................... --
183 Cost of Repairs........... ..................---....................—....................-- 20
.............. 2-
ARTICLE 19 -ENAIRONMIENTAL CONCERNS...... ....... .................. ....... ...................... 21
19.1 HazardbusMaterials ..... ...................... ...................---........................---....... 21
19.2 Permits and Reporting....................... ....................—.............. ............................23
ARTICLE 20 -ESTOPPEL CERTIFICATES.........._................. ...................... ........... 23
-ARTICLE 21 - CONDITIONS AND COVENANTS ..............................................................
ARTICLE 22 -NO NVAIVER OF BREACH ..........._.............. .................................—...... 24
24
-ARTICLE 23 -TEME OF THE ESSENCE......... ........................--............... ......... ...............
ARTICLE 24 - COMPUTATION OF TIME......... ................. ....................... .............
24
I ICLE 25 - SuccESSORS IN INTEREST... .. ................ ......................- ....................
-ARTICLE 26 - ENTIRE AGREE-j%1ENT ...... ......_.,_....... ....._....... ............... .........---------- 24
ARTICLE27 - Go'%IERNING LAW....................... .................... ...... ............. ....... .......... 24
ART ICLE 28 -PARTIAL INVALIDITY...................................... ...... .................... .......25
ARTICLE 29 - RELATIONSHIP OF PARTIES --................... .............-..... .......25
-ARTICLE 30 - INTERPRETATION......................... .................................. ....................... 25
ARTICLE31 -CAPTIONS.............--..................---..................... ....... ..................... ...--- 25
-ARTICLE 32 - AMENDMENT......------------------ -----------...........................----- 25
-ARTICLE 33 - NOTICES.................. ........ ................................. ..........—,.........................--25
-ARTICLE 34 - FIRE PROTECTION............................................ .........................--------------
Lease AgeepieDt between City of Seward and Seward
Chamber of Commerce
Pecember 20,05
Page ii of 28
Z�
LEASE AGREEMENT
THIS LEASE AGREEMENT (th=_ 'LEASE") is made by and between the CITY OF
SENVA_RD(the "CITY"),a municipal corgoA_qion located in the Kenai Peninsula Borough, State of
Alaska,whose mailing address is P.O.Box 1�'?,Seward,.Alaska 99664 and SEWARD CHAAIBER
OF COMMERCE, CONFERENCE A-ND VISITORS BUREAU, INCORPORATED, a
nonprofit corporation (the "LESSEE"), whose Trailing address is P.O. Box 749, Seward, Alaska
99664.
WHEREAS,LESSEE has indicated-ts desire to lease Lot 4,Port Raymond Subdivision,Plat
No. 86-10, Seward Recording District, Third Judicial District, State of Alaska;
WHEREAS, the Cite Council of Se{-vard has determined that lease of the Leased. Land (as
defined below)to LESSEE for the purposes described herein would be in the public interest: and
WHEREAS, it is the intent of this LEASE to transfer from CITY to LESSEE, the entire
burden of corupliauce with present or future environmental regulatiozis or controls with respect to
LESSEE's operations on tl:e Leased sand drag the lease terra.
NOW THEREFORE, for and in consideration of the mutual promises and covenants
lrereir-after contained,the parties hereto agree as follows:
ARTICLE I - LEASED LAND
1.1 Description of—I eased L anc. The Leased Land is located in the City of Seward,Alaska. The
Leased Land is described as follows:
Lot 4,Fort Raymond Subdivision as shown on Plat No. 86-10, Seward Recording District,
Third Judicial District, State of Alaska, containing 43,778 square feet, more or less (the
"Leased stand").
I he Leased band is also depicted on the attached Exhibit A,which is incorporated herei1 by
reference.
1.2 Covenant of Quiet Enjoyment; Warranty of Title. Subject to the encumbrances as ofthe date
hereof,any reasonable restrictions in e posed on the Leased Land as part of recording of a plat
by CITY, and the provisions of this L.�LASE, CITY hereby covenants and warrants that:
a) LESSEE shall have the quiet enjownent and possession of the Leased Land "lor the
full term of this LEASE: and
i ease agreement be4 peen City of Seward aid Sewaf d
Chamber of Commerce
=- ecew_ber 2005
` -Page 1 of 28
f any prior conflic,ing
b) CITY is -unaware o use of the Leased Land that would
ad-verse]y. affect LES SEFS intended use olf'the subject Parcel.
juire the LESSEE to perform a survey until
i_3 survey of Leased Land. The CITY will not req
both parties agree to the terms and conditions.
L Property ecepwd"As-is. LESSEE acknowledges that it has inspected the Leased Land and
4 ,4
accepts the same "as-is"and without reliance on any expressed or implied representations or
warranties of CITY(other than the representatio--as in Section 1.2-hereof),or agents of CITY,
as to the actual physical condition or characte> stics thereof and the legal description or
depiction of the Leased Land in Section 1.1 or Exhibit A hereto.
cO tru 10 an permits -v to the ns ct n d
Perm-its. LESSEE,at its sole cost, shall obtain all pe ts necessary
operation of its facilities on the Leased Land. CITY may fto*n time to time,upon request of
LESSEE, execute such documents, petitions, applications and authorizations as may be
necessary, as the underlying fee owner, to -file -,.,6,th an agency or public body responsible
therefore an application for conditional use permits,zoning and re-zoning,tentative and final
tract approval,or precise plan approval that may be required for the lawful construction and
operation of the facilities of LESSEE permitted on the Leased Land by the terms of this
LEASE. However,nothing in this Section shall 731-construed as requiring CITY to support or
approve any such application or permit requests, if the agency or public body responsible to
approve or grant such application -L department,
or permit request is a City of Seward agency,
or board, LESSEE shall follow all City of Seward procedures, the same as any other
applicant making similar requests of the City of Seward, according to the Charter,
ordinances, resolutions, or any regulation, rules or procedures of the City of Seward.
Nothing in this Section imposes any duty or responsibility on CITY to assist LESSEE
in
obtaining any other permits or approvals,including without limitation those required by the
U.S. Anny Corps of Engineers (e.g., wetland -1,111 permits), the Erivironinental Protection
Agency (e.g., Clean Air Act pen-nits), the Alaska Department of Public Facilities and
Transportation (e.g., right-of permits),t e_Adaska Department of Fish and Game, and
the Alaska Department of Environmental COTJSerlvati0n-
CT 'If agrees to include the Leased Land in such
Platting. In the event CITY elects to replat,
replat in accordance with the description prepared by LESSEE under Section 1.3 herein. If
LESSEE requests a replat of the Leased Land prior to that time,CITY shall assist LESSEEM'
the preparation and filing of the replat, and LESSEE shall reimburse CITY for CITY's costs
in assisting with the preparation and filing of the replat. LESSEE agrees to sign the plat and
any other documents necessary to complete the-platting or replatting of any area including all
easements,or
or a portion of theLeased eased Land- LESSEE shall accept reasonable restrictions,
plat notes as may be required by CITY or other governmental authorities as a condition to
filing the plat of the Leased Land or the plat o-fCITY-ovmed real property adjacent to the
Z�
Leased Land_
LeaseARTeement between city of reward and Seward
Chamber of Corrm�rce
Decerdber 2003
Page 2 of 28
ARTICLE LEASE TERM
2.1 ,Lease Terra. The term ofthis LEASE;,he"Lease`fermi')shall be in accordance with CITYTs
authorization Resolution No.2005-85 (the"Resolution"). The Lease 1 rm shall corxrrn.ence
on the date this LEASE is signed by CITY Y and that date shall be the effective date of this
LEASE (the, "Effective Date"). The Lease Term shall rup for 5 years from the Effective
Date, ending at -midnight on November 1, 2010. Except for extensions as provided in
Section 2.3 below, this LEASE is not subject to renewal.
1.2 Lease object to Referendum LESSEE understands and assumes the risk that under the
Charter and Code of CITY this LEASE may be voided by referendum. LESSEE agrees that
if the Resolution approving this LEASE is the subject of referendum petition,filed with the
Clerk of CITY, LESSEE shall ha-,,4 no rights under this LEASE Mess and until the
Resolution is approved by the voters of the City of Seward,and LESSEE shall not be entitled
to any damages or any other relief against CITY in the event the Resolution is not so
approved.
2-3 Options-7 to Extend LESSEE shall have the right to extend the term of this LEASE for Vwo
(2) additional -ve (5) year periods (e n€zlative extensions not to exceed ten (10) years),
provided that:
a) LESSEE exercises any appli-&ble option to extend at least one hundred and eighty.
(1 P 0) days prior to the expiration of the Lien current lease terns;
bl LESSEE is not in default under any terry or provision of this LEASE;
c) LESSEE shall exercise its options to extend by sending written notice thereof in
accordance with the provisions of Reticle 33 of this LEASE; and
d) The, City Council sliall approve each extension by resolution..
ARTICLE 3 - RENTAL RATE
3.1 .Initial Rental Date. Commencing on the Effective Bate of this LEASE, through 4n=re 30,
2006, the annual rental rate for the Leased Land shall be set at Zero dollars ($0.00). Rent
shall be payable quarterly in advance upon the Effective Date of this LEASE (prorated fo--
the balapee of the current quarter) and thereafter on or before the 20th day- of the mozr h
beginning each calendar quarter: Jarnrary 20,April 20,July 20 arzd October 20. The amouw-it
of each quarterly payment shall be o-Fe-gimrter of the annual rental rate as Uu,tially established
or later adjusted under this Article 3;provided,however,these shall be Loo rent due arrdes
this LEASE so loan- as the Leased Land is used for the operation of a chamber of
commerce office and visitor infcrma.tion center. If the Leased Land is used in a
manner not permitted by this LEASE or not approved by the CITY in writing, rent
Lease Aareement between City of Seward and Se-ward
Cha-,tuber of Con,merce
December 2005
Page 3 of 28
shall be due as provided in this Article 3, and the CITY may exercise the remedies for
default under Article 10.
3 2 Rental AdjustmePts. The an rental payrrner-a shall be,adjusted on October 1,2010,aid on
the same date every five years thereafter (each a "Rental Adjustment Date"). The adjusted
annual rental payment to be paid under the terrrns of this LEASE shall be the appraised fair
market rental value (the "Fair Market Rental Value") of the Leased Land at the Highest and
best use of the Leased Land. The highest zmd best -use of the Leased Land shall be
determined.without regard to LESSEE`s intended or act
use oftlne Leased Land unless that
l
use is coincidentally the highest and best use of the Leased Land. CITY shall complete such
appraisal and deliver a copy of the appraisal report to LESSEE not less than ninety(90)days
before each Rental Adjustment Date.
3.3 procedure f��yenta! djustment. `I'o adjust the rent as of any successive Rental Adjustment
Date, CITY shall, at its own expense, retain an independent State of Alaska certified MAl
appraiser(Member,Appraisal Institute),who shLU determine the Fair Market Rental Valuer"
of the Leased Land in accordance with this Az icle 3, exclusive of improvements placed
thereon by LESSEE but inclusive of all improven±ents made by CITY(including those made
before or subsequent to this LEASE). The appraiser's report shall be delivered to LESSEE
not less than ninety (90' days before the Rental Adjustment Date. The appraiser's
determinationof pair Market Rental Value of ffiy Leased Land shall constitute a final binding
determination of the Fair Market Rental Value and the adjusted annual reantval rate until the
next Rental Adjustment Date,unless LESSEE objects to CrTY's appraiser's determination of
the Fair Market Rental Value. In that case,LESSEE shall give-written notice to CITY of its
objection,within thirty(30)days of receipt of the appraiser's report, and LESSEE shall then
engage an independent State of Alaska certificd i v appraiser(Member,Appraisal Institute)
at LESSEE's expense to make an appraisal of:3.e Fair Market Rental Value in accordance
with this Article 3,
If LESSEE'S appraisal determines a Fair Market Rental Value that varies Bonn that
determined by CI`I'Y's appraisal by no more tg a_n twenty percent (20%), then the adjusted
rental rate shall be tl`�e average of the rental rates determined by the two appraisals. If
LESSEE'S appraisal determines a Fair Marl-ket Rental Value that varies from CITY's
appraisal by more than twenty percent(20%),there,unless CITY and LESSEE agree on a rate
tshemselves, the adjusted annual rental rate of the Leased Land shall be determined in
accordance with the arbitration provisions contained in.Article 19 of this LEASE.
3.4 Effect of Late:Appraisal by CITY. If, for any reason, CITY does not complete the appraisal
or deliver a copy of the appraisal report to LESSEE ninety (90) days before the Rental
Adjustment Date, CITY may proceed to complete the appraisal or deliver a copy of the
appraisal report to LESSEE at any time thereafter. However.any such adjusted annual rental
rate shall not be. effective until the quarterly Paym. trot due date immediately following the
date CITY delivers the appraisal report to LESSEE.
Lease Ageement between City o Seward and Seward
Chamber of Comma ,rce
December 200
Page 4 of 2-S
a) The Leased Land is to be corn-pletely cleaned and restored to its o-riginal condition,
that is, the condition existing p 'or to this LEASE or in better condition apon
rj
termination of this LEASE.
b) LESSEE agrees to prohibit the use, keeping, storage, or disposal of Hazardous
Materials on the Leased Lard except as permitted in Article 110, of frds LEASE.
G) LESSEE shall not use the L--ased Land in any manner or construct any facilities
thereon which would inhibit thce use of adjacent or other lands.
d) LESSEE shall continue to operate a visitor information center on the Leased Laiad.
Any changes to this site require CITY approval,through the City Manager, prior to,
additional constriction. LESS EE's failure to obtain CITY approval of any changes to
the site developrinent plan or LESSEE's failure to install the improvements according
to the site development plan shall be a LESSEE Act of Default under this LEASE.
e) So long as this LEASE is in effect, the LESSEE will allow CITY to place and
maintain public infbr-mation signs,including visitor information signs,on the Leased
Land in the r-rianner deemed appropriate by the CITY.
4.3 No Preferential Rights to Use Public Facilities. This LEASE does not grant to LESSEE any
exclusive rights to use any public facilities constructed or operated by CITY. LESSEE will
be subject to any tariffs, procedures, rules and regulations of CITY concerming the use Of
such facilities as they may now existor from time to time be amended,and LESSEE shall not
be entitled to any exclusive use.
4.4 4dequacy ofPublic Facilities.CITY makes no representations or warranties as to the fitness
of any particular part or the whole of CITY's public facilities for the uses intended by
LESSEE,and LESSEE has inspected those facilities and has satisfied itself that the facilities
are sufficient for the intended uses by LESSEE. CITY makes no representations or
warranties of any nature with respect to the commercial practicability or accuracy of any
in-formation provided by CITY.
4.5 Tariffs and Other Service Fees. C=shall have the right to make amendments to its tariffs,
regulations and scheduled fees fro-rn tim e to time even if those adjustmentsshall cost
LESSEE more for ;its operations or use of public facilities, and CITY is free to do so,
provided only that it does not impose any greater burden- or higher rate upon LESSEE t1han-
upon any other similar user of the public facilities,
4.6 Time for Payment 'Utilities and Taxes. LESSEE will pay for utilities and taxes related-LO
OJ
operations on the Leased Land and LESSEE's interest in this LEASE and improvern trits
thereon.if any,before such obligations become delinquent-provided,that LESSEE a
r n -Y,
good faith and before such delinquency, contest any such charge or assessment.
Lease Agreement between City of Seward and Seward
Chamber of Commerce
December 2005
Page 7 of 28
and
CITY ftom
ively
g other
T_'7 Other Uses, This LEASE shall not preclude Ise would be in competition with LESSEE ESSEE or
additional tenants for space including those _ vvo
who might be interested.in leasing the Leased Land should this LEASE be terzr�irnated for any
reason.
ARTICLE 5 -UTILITIES AN R GHTS OF ACCESS
y EE, at LESSEE's sole cost ar"d expense, shall provide for the extension of
Utilities. LESS
and sufficient for LESSEE's intended operations. In so doing,
public utilities to the Leased L
LESSEE shall comply all CI"fY regulations and requirerr�ents, and the tariffs of the
withaffected utilities,with respect to the construction of those utilities. CITY agrees to cooperate
and assist the LESSEE, through consultation and review, in LESSEE's planning and
engineering of those improvements. All utilities will be located and sized in accordance to
CITY's faster plan for the area leased. All such construction shall be in compliance with all
applicable building,mechanical and fire codes. Utilities constructed by the LESSEE within
the public right-of-ways or within public utility easements will normally be accepted and
maintained by CITY or utility companies may be.used to serve other customers of LESSEE's
without payment of fees or reimbursement of construction cost to the LESSEE. However,
this does not preclude several lessees from agjre"h.?g to share the cost of constructing a utility
to serve their facilities. CITY or other utility company may determine that it would be to
n
their benefit to oversize the utility or install special fittings or equipment i order to serve
other existing or future users. The additionai direct costs of such oversizing shall he borne
by CITY or other utility company. Such casts shall be limited to the supplier's cost of the
additional fittings,equipment,direct labor,and equipment costs to complete the installation.
The costs of oversizing pipe or electrical corrciuit shall be limited to the difference between
the supplier's price to provide the size regcdried to serve its facility and the price of the
oversized material required by CITY or utility coarrspany.
LESSEE shall not be entitled to any ref-ind, rebate, or payments omgained pCITY for any rent,
ermits for
investment, or costs incurred by LESSEE with respecto any
construction or operation of LESSEE's facilities on the Leased Land,it being the intent of the
parties that the risk of obtaining required perA�lits be solely a risk undertaken by LESSEE.
5.2 Third-Party improvements. At the request of LESSEE, CITY shall, from time to time,
execute and deliver,or join in execution and delivery of,such documents as are appropriate,
necessary, or required to impose upon the Leased Land in accordance with the ten-os of this
LEASE covenants, conditions and restrictions providing for the granting of uses of the
Leased Land, or any part thereof, the establishment of party walls, the establishment of
mutual and reciprocal parking rights or rights of ingress or egress, or other like matters
(herein called "third-party improvements,,), p. 1 of which are for the purpose of the orderly
development of the Leased Land as a comme--eial unit subject, however, to the conditions
that-,
lease Agreement between Cit of Seward and Seward
Clamber of commerce
_n Deceriber 2005
pace 8 of 28
a} All such -matters shall be limited to the Lease Term and shad terminate upon
termination of this LEASE for Oliatever reason.
b) Any such matters of a permanent nature extending beyond the Lease Tenn shall not
be granted without the prior iATit-ten approval of CITY. In any of the foregoing
instances referred to in this Sect_,on,CITY shall be without expense therefore,and the
cost and expense thereof shall be borne solely by LESSEE.
c) At the expiration of the Lease Term (including any extended period) third-party
improvements on the Leased Land other than portable equipment shall become the
property of CITY without the payn_ent of any compensation to LESSEE.
5.3 Easements. In order to provide for the orderly development of the Leased Land and adjacent
lands,it may be necessary, desirable or required that street,railroad,water,sever,drainage,
gas, power lime and other easements and dedications and similar rights be granted or
dedicated over or within portions of the Leased Land. As additional consideration for this
LEASE, CITY and LESSEE each shall, at the request of the other,join with each other Irl
executing and delivering such docurnerrts from time to time and throughout the Lease Term.
as may be appropriate, necessary, or required by the several governmental agencies
(including the City of Seward),public utilities and other users or tenants of CITY land for the
purpose of granting such easements and dedications;provided,ho-wever,that such easements
and dedications and similar rights do not azgrreasonably interfere with LESSEE's operations.
The costs of locating or relocating any public easements or restrictions of record including
any relocation ofpublic road.,railroad,utility,or other easements shall be at the sole cost and
expense of the party requesting the re'ocation. CITY shalt not ruse reasonable requests for
such relocations provided those relocations do not interfere with or inhibit the over-all
development of CITY property or outer public property. Any easements or rights of access
granted to LESSEE by CITY need not be exclusive to LESSEE.
5.4 Care ofLeased and. LESSEE, at its own cost and expense, shall keep the entire Leased
Land and all buildings and improvements which at any time may be situated thereon i, good,
clean and tide condition and repair d: ng the Lease Term.
5.5 'ether Access Rights of CITY. CI`I and its agents or representatives shall have the right to
enter into and upon:the Leased Land during reasonable hours for the purpose of inspecting
the Leased Land and all buildings ar?d improvements thereon.
Lease Agezment between City of Seward and Seward
Chamber of Commerce
�� December 2005
- Page 9 of 28
ARTICLE 6 - CONST UC7"71 IN BY LESSEE
CS,
ect' ina alter'
6.3 hyYrOvewnents 0 2 Leased an LESSEE V to b ildi h s and other rmpro errzents on i +e
remodel,reconstruct,rebUiid,build and/or repi__v
Leased Land, subject to the folloaving conditions:
a) LESSEE shall cause to be operated on; e Leased Land a visitor information center
by the Effective Date of the LEASE.
b) 1he cost of any construction, rec���rnetand� d for iby LESSEtion, or E changes,
alterations or improvements, shall b P
c) Tile Leased Land shall at all times be `_ept free of mech c`s aad material era's
Dens.
ing plans and specl icati
d) LESSEE shall provide CITY witha copy
on a re of lcent sdurvey)for he Leased Land prior a
a site development plan or plans(based
to commeneement of any construction.
e) LESSEE is solely responsible for resF�-veying and locating improvements on the
Leased Land in such manner not to® uirements Or encroach
letiog of any setback req i provements,LESSEE
into rights-of-ways or easements. � ^orn P
shall provide CITY a copy of an as-built survey depicting the irnprovements as
completed on the Leased Land.
f) Any general contractor employed by LESSEE or its sublesas_e-e bshal be appropriately
the
bonded by use of performance and Gabor and seat payment
customary form when cost of the work,is equal to or exceeds FIFTY THOUSAND
DOLLARS ($50,000), Copies of all s ch bonds shall be furnished to CITY prior to
con encen=ent of construction. If the cost of the -work is less than FIFTY
THOUSAND DOLLARS ($50,000,01D), LESSEE shall provide CITY, if no
performance and labor and material bonnds are provided by LESSEE.,any necessary
assurances or guarantees that the contemplated work will be performed by the general
contractor or by LESSEE. In the event that LESSEE elects toconstruct
n so li meat of facility
awy
with its own personnel and equiprnent, or the personnel equipment
corporation or person that is an"aff Bate" of LES SEE
fmaintainsin in A a
10.06.990(2) or Alaska limited. liability company E which LESSEE
,a per ormance bored shall be required when the cost
substantial membership interest
of the yvork is equal to or exceeds FIFTY TIiCLsSANID DOLLARS ( 50,000)
?IIrO[r Qa"I'Of M.-Oft
ar;es corat-cots;or is con
rsen that direc rro[leG�by, 75 ar I?rder cQl'inman
.=affiliate mews a 4_ tt or indirect]l�,°
con at e th,a corporation subject to the A[asi;a Corporatiarn Code.
Lease Agreement beMee111 Ciry of Seward aid Seward
Chamber of Coe -nerce
DecC'.61)er 2105
Pa-e i#1 or
g) CITY may,as contemplated by Alaska Statues,give notice of non-responsibility for
any irnprovernerrts constructed or effected by LESSEE on the Leased Land.
h) LESSEE shall corn ply with all federal, state and local statutes and regulations with
respect to such construction, including but not limited to all applicable building,
mechanical, and fire codes.
6.2 CITY Review of Corstruction. CITY shall have the right to review initial plans, including
those supplied to CITY under Section 6.1 hereof, and any future changes or additions to
LESSEE's facilities on the Leasers Land, by reviewing the design thereof prior to the
commencement of construction. CITY shall have the right to comment upon tlt design and
to require LESSEE to rna-ke reasonable changes so as to avoid interferergce with public
operations, but the exercise of these rights shall not imply any obligation to do so nor any
obligation to do so nor any obligation to do so in a particular way. LESSEE shall construe,,
the facility in accordance with final design specifications approved by CITY. CITV"s
representatives may monitor the work and shall have access to the site at all reasonable ti_rnes,
LESSEE shall be solely responsible for cornpleting all improvements according to LESSEE's
plans and specifications and skull bear all risk, responsibility, and liability for properly
surveying the Leased Land before construction,and to place all improvements on the Leased
Land without encroaching upon any hmd,easements,rights-of-way,or setback requirements.
LESSEE shall obtain the usual and customary performance guararitees from its contractors,
and CITY shall be naraaed as an additional insured.
ARTICLE 7 - RETURN OF LENSED LAND/SITE CONDITIONS
7,1 Return of Leased Land in Original Condition. Subject to the provisions of Article 11,11
herein, capon termination of this LEASE for any reason, LESSEE shall return.the Leased
Land to CITY in the sar€?e condition as at the commencement this LEASE, subject to
normal; non-abusive ase. The Leased Land shall be free of all Hazardous Materials and
contamination arising out of or resulting from or occurring during LESSEE's operations
or use of the Leased Land during this LEASE.
7.2 Return of Leased sand in Diffierent Condition. Notwithstanding the provision of Section
7.1 above, upon termination of this LEASE for any reason LESSEE may return the Leased
Land in a re-contoured or graded clean, safe, and stable condition different from its originai
condition provided CITY grants w-?tten approval of LESSEE's plans for development oft-he
Leased Land.contours, including its plans for material extraction and f nal grade.
ARTICLE 8 - FORCE IVLAJEURE
In the event either LESSEE or CITY is delayed.from performance of y of its obligations
under this LEASE due to acts of nature, acts of the enemies of the United States of A-merica.,
Lease Agreement between City of Seward and Seward
Chamber of Commerce
December 2005
page 11 of 28
sabotage, blockade, insurrection, riot, epidemic, tzre, ood, explosion, earthquake/tsunarni, civil
disturbance, or war,the time period wherein such pert-0 ance is t®occ shall be extended by that
amou-1t of time necessary to compensate for the delay.
ARTICLE 9 - LESSEE'S ACTS OF DEFAULT
Each of the following shall be a"LESSEE Act of Default" under this"LEASE and the terns
"acts of default"and"default" shall mean,whenever they are used in this LEASE,any one or more of
the following events:
9.1 Failure by LESSEE to pay promptly when dui.; and in no event later than twenty (20) days
from the due date thereof, the rent required to be paid under this LEASE.
9.2 Failure by LESSEE to observe,fulfill or perform any covenants,conditions or agreements on
its part to be obser-ved or performed under this LEASE for a period of thirty(3€3) days after
written notice specifying such failure,requesF ing that it be remedied, and stating that it is a
notice of default,has been given to LESSEE 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 LESSEE within the applicable period and
diligently pursued until the default is corrected.
1.3 ?fie making by LESSEE of an assignment for the bereft,of creditors,the filing of a petition
in banptcy by LESSEE,the adjudication of LESSEE as insolvent or bankrupt,the petition
or application by LESSEE to any tribunal for any receiver or any trustee f®r itself or for any
substantial part of its property;or the cornmer cement of any proceeding relating to LESSEE
under any bankruptcy,insolvency,reorgani7_xtion,arrangement or readjustment of debt law
or statute or similar lawor statute of any jurisdiction, whether now or hereafter in effect
which shall remain undismissed for a period of six (6) months from the date of
commencement thereof.
9.4 Violation by LESSEE of any laws or regulations of the United States, or of the State of
Alaska,or any conditions of any permits issuf d by agencies of the City of Seward,the Kenai
Peninsula Borough, the State of Alaska or -f the United States Government applicable to
pursuant to the regulations of such agencies,for a period
LES SEE's use of the Leased Land,p� b
of sixty(60)days after written notice specifying such violation has been given by the agency
charged with the enforcement of such laws, regulations or permits to LESSEE; provided,
however,if such violation be such that it camnnot be corrected within the applicable period,it
shall not constitute an act of default if corrective action is instituted by LESSEE within the
applicable period and diligently pursued until the violation is corrected. Furthermore, if
LESSEE shall contest such alleged violation^through appropriate judicial or administrative
channels, the time period specified herein shall not corrtrrlence until such proceedings are
finally determined provided such proceedings are diligently pursued;provided,however,that
any such extension of time shall not be effec-ive if the effect of the interim administrative or
Lease Al greement between Cit,!af Seward and Seward
Chamber of COMMerce
December 20,05
pa-e 12 o_F28
judicial action is to cause a stoppage; ir,,terrupti€�n or threat to the activities of ary person or
entity other than those of LESSEE.
9.5, Failure by LESSEE to operate a visitor information center on the Leased Lamed and place t1Fe
facilities in senAce by the Effective Date of the LEASE.
9.6 Failure of LESSEE to maintain its oPl_lratioras within the Leased Land or to keep the public
rights of way clear.
ARTICLE 10 - REMEDIES FOR DEFAULT BY LESSEE
Whenever an act of default by LESSEE shall have occurred, and any applicable period for
giving notice and any oppo_rtuitr to cure shall have expired, CITY shall bave the follov� ng rights
and remedies all in addition to any rights Id Terraetlies that may be givers to CITY by statute,
common law or otherwise:
10.1 CITY may dista.in for rent due any of LESSEE's personal property which conies into CI`l Y's
possession.. This remedy shall include the right of CITY to dispose of personal property
distrained in any comrnercially reasonable manner. It shall be conclusively presumed that
compliance vritrh the procedures set forth in the Alaska Uniform Co-T ercial Code (AS
45.29.601-.628)with respect to sale i)fproperty shall be a commercially reasonable disposal.
10.2 CITY may re-enter the Leased Land and take possession thereof and,except for any personal
property of LESSEE which CITY has waived its right to distrain under Section. 10.1 above;
remove all personal property of LESSEE frorn the Leased Land. Such personal propert-y may
be stored in place or may be removed and stored in a public warehouse or elsewhere at the
cost of LESSEE.all without service of notice or resort to legal process,all of which LESSEE
expressly waives.
10.3 Lin addition to the above, CITY anal
a) Declare triis LEASE terminated;
b) Collect any and all rents due or to become due from subtenants or other occupants of
the Leased ,and,
c) recover f-om LESSEE, xhether this LEASE be terminated or not, reasonable
attorney's _fees and all other expenses incurred by CITY by reason of the breach or
default by LESSEE;
d) Recover an amount to be due immediately on breach_equal to the tmpzid rent for the
entire reinaintirig term of this LEASE or if rent was waived.under Section 3,1,recover
Eui amount clue immediatel-y equal to the amount of resit that would otherwise have
Lease A greernent butvve€ n City of Se,,vard and Seward
ajamber of Commerce
D;cember=005
b Page 13 of 29
been due ftam the date of default until a-te entire remaining terra of this LEASE.
e) Recover all dage-s iiie ed by CITF by reason of L1 SSEE's default or bread
am
including, but not lisn3ted to, the cost o 1.recovering possession of the Leased Land,
expenses of rLletting including costs o: accessary rer�ovatior! and alteration of the
premises, reasonable attorraey's fees aP! any real estate commissions actually paid.
r? Remove or require the removal of any imp lopmenrovementis constructed without CITY
approval or constructed contrary to site devet plans approved by CITY and
recover all costs andexpense inured by CITY to remove violating iirafsrovear�erats,
10.4 If LESSEE does not immediately surrender possession of the Leased Land after termination
by CITY and upon demand by CITY,CITY mao°T forthwith enter into and upon and repossess
the Leased Land and expel LESSEE without be ng deemed guilty in any manner of trespass
and without prejudice to any remedies which i&t otherwise be used for arrears of rent or
breach of covenant.
ination of this LEASE shall expire or terminate any liability or
10.5 o expiration or ierrxa
obligation to perform.of LE.SSEE's wh=eh arose prior to the Termination or expiration except
insofar as otherwise agreed to in this LEASE.
10_6 Each right and remedy of CITY provided for i<this LEASE shall be cumulative and shall be
in addition to every other right or rernedy prot'rided for in this LEASE 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 LEASE
or now or hereafter existing at late or in.equity or by statute or otherwise shall not precl3.ads
the simultaneous or later exercise by CITY Y of away or all other rights or remedies provided for
xisting at law, or in equity or by statute or otherwise.
in this LEASE or Dow or thereafter e
. o delay or orraissior to exercise arxy right or power accruing following an act of default shall
ut any such
be
impair any such right oz power or shall bet construed to t to brad as often asema�be deemed
and power may be exercised from
expedient.
ARTICLE 11 ` TITLE TO IMpROVFNIENTS S` A_LLED BY LESSEE
1 4.? Real RrQ erty mprovernen s. All irraprovements constructed by LESSEE on the Leased
Land or on casements to or-from the same,such as buildings,-warehouses,conveyor systems,
similar improvements,shall become the
ditches,server lines,water lines,dikes or berms and
property of CITY upon terrrair�ation of this LASE for any reason; provided, However, that
CITY may require LESSEE to remove any unprovements designated by CITY and without
cost to CITY.
pease Agreement between City ofseward and Seward
Chamber of Commerce
December 2005
Page 14 of 28
11.2 Personal Property. Any other provisions of this LEASE to the contrary not-vitlastanding,
LESSEE, upon termination of this LEASE for any reason, may, but need not, promptly
remove, in no event later than. ninety ( 0) days from the termination of the LEASE, trade
fixtures and equipment from the Leased Land provided that LESSEE shall _repair aray
damages to the Leased Land caused by such removal.
ARTICLE 12 m ASSIGNMENT ENT OR SUBLEASE.
12.1 Assignment of Lease or Subleasing.
a) The parties recognize that this LEASE has been determined to be in the public
I by the City Council of CITY for the reasons set forth ?r" the approvTr<g
Resolution. The rights and& ties created by the LEASE are personal to LESSEE and
CITY has granted the LEASE n reliance upon the individual character and frnancial
capability of LESSEE. There-sore,LESSEE shall not assign or sublease this LEASE
without CITY°s prior writter_ consent, in CITYs sole discretion.
b) No assignment or sublease shall be permitted unless approved M'wnting by CITY
and by resolution of the City Council. Any sublease shall be expressly subject and
subordinate to this LEASE and the rights of CITY hereunder. CITE-may elect to not
approve any proposed assignment or sublease which may result in a business or
activity which, ha the CITY`s sole discretion, is not desirable or compatible with
CITY°s comprehensive plan and/or other applicable land use regulations,
12.2 Assignment of Lease for Security. Nomit_hstanding Section 12.1 above, LESSEE may
assign, encumber or mortgage its interest in this LEASE or improvements on the Leased
Land,by deed of trust or other security instrument,to an institutional lender("Lender") for
development of or operations on the Leased Land,provided that Lender shall be subject to all
obligations of LESSEE wader the tees ofthis LEASE upon foreclosure. CITY shall fumish
Lender, at the address provided to CITY by Lender in writing, with notice of any default or
breach of LESSEE urnder this LEASE. Lender shall have the right(without being required to
do so and without thereby assuming tlae obligations of LESSEE tender this LEASE)to make
good such default or breach within shirty (30) days after written notice specifying such
breach. Notwithstanding the provisions of Article 10 above, rio "LESSEE Act of Default"
shad exist until expiration of thirty (30) days after such notice is furnished to Lender;
provided,
a) if Lender, with respect to ar_y default or breach other than a failure to make any
required payment of rent or other money, shall_undertake within thirty(30)days after
notice to cure the default or breach and shall diligently and in good faith proceed to
do so, CITY may not tenmir_a e`1iis LEASE or relet the Leased Land unless Leader
fails to cure the default or bf each within a reasonable period of time thereafter; and
Lease Agreement berween City of Seward and Seward
Chamber of Commerce
_ December 2005
u
Page 15 of 28
b) if the default for wIl ch notice is bive" is a breach of Section 9.3, CITY shall not
exercise any of the remedies afforded to_t under Article 10 above so long as LESSEE
or Lender remains in possession of dqe Leased Land and satisfies LESSEE's
obligations-ender the terms of this LEASE. Upon foreclosure or other assertion of its
Security interest, Lender may further assign, transfer, or dispose of its interests,
provided that any subsequent assignee,-� ;:Lrchaser or transferee shall remain bound by
each and every team of this LEASE.
z23 Assignment 10 4fli`te. Notwithstanding Section 12.1 above, LESSEE may assign this
LEASE to ar affiliate of LESSEE as that tent: is defined by AS 10.05.990(2) or Alaska
limited liability company in which LESSEE r-nai tains a substantial membership interestZ9
that LESSEE's full faith laid credit shall rem,ain obligated under this
provided, however,
LEASE as though the assignment had not taken place.
ARTICLE 13 - LESSEE'S DITTY TO DEFEND/INDEMNIFY
LESSEE shall defend, indemnify and-hold harmless CITY, its officials, employees, agents,
and contractors franc any and all liability or claims for darnages, including personal injuries,
er-vironrnental damage,death and property damage arising out of car resulting from LESSEE's use of
Erie Leased Land or the use of e Leased Laud by LESSEE's sublessees, assignees, agents,
contractors or the public, except for damages arising from the sole negligence ar tivillfui acts ®r
omissions of CITY, its officials, employees,
agents,
,�LESSEE shall notitractors. if any action or proceeding is
fy CITY promptly in
brought against LESSEE by reason of any such urre
,N-nting of such action or proceeding°
ARTICLE 14 - CITY'S DUTY TO DEFENDANDE 1 IFY
CITY shall defend,indemnify and hold LESSEE harmless from any and all liability or claims
for damages,including personal injuries,death and property damage arising from the sole negligence
or vaillful acts or omissions of CITY, its officials, employees, agents, or contractors.
ARTICLE 15 - INSURANCE
5.1 vinimum Insurance Requirements. Prior to commencement of the Lease Terns or LESSEE'S
occupancy of the Leased Land,LESSEE shall procure and maintain, at LESSEE's sole cost
dnerat
and expense,comprehensive carrnx�ercial g� i liability insurance with lirriits of liability of
rat less than T�TOI9�I LION DOLLAR t$20®,040}for all injuries and/or deaths resulting
to any one person. and TWO MILLION DOLLARS ($2,000,000) limit from any one
occurrence. The comprehensive commercial general liability insurance shall include
2;jtliate means a person that directly or indirectly through one er more intermediaries controls,or is controlled by,or is under conunon
onGol with;a co partition subject to the.Alaska Corporation Code-
Lease Agreement between City o-Seward and Seward
Chamber of Commerce
December 2005
Page 16 of 28
coverage for personal injury,bodily injury, and property damage or destruction. Coverage
under such policies of insurance shall inch}de collapse and undergrouDd property dansage
hazards. Contractual liability insurance coverage in the amount of not less than T NVO
MILLION DOLLARS ($2,00O000) is also required.
e.ESSE.E shall obtain —,vned and non-awned auto-mobile lia'z�ility insurance with I _its of
liability of not less than ONE MIL LION DOLLARS ($1,000,000)per occurrence combined
single limit for bodily injury and properyy damage.
LESSEE shall also,-nai_ntain workers`co-mpensation insurance as required under Alaska law.
The minim urn amounts and types of insurance provided by LESSEE shall be subject to
revision at the sole discretion of CITY iri accordance with standard insurance practices, in
order to provide continuously throughout the terra of this LEASE and any extensions hereof,
a level of protection consonant-with good business practice and accepted standards in the
industry. Such factors as changes in the type of or extent of use of the Lease Land,increases
in the cost of living, ir3zzlationary pressures, and other considerations, shall be utilized in
assessing whether the minianurn insurance requirements should be increased. CITY shall
notify LESSEE of any required increase in insurance coverage.
All insurance policies shall provide for tb.irty(30)days'notice of cancellation and/or material
change to be sent to CITY at the address designated in ARTICLE 33 of this LEASE. 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(Best's Rating B+or better). CITY
shall be listed as an additional insured under all insurance policies. LESSEE shall funish
CITY,on forms approved by CITY,certificates evidencing that it has procured the insurance
required herein prior to the occupancy of the Leased Land or operation by LESSEE.
Insurance policy deductibles are subject to approval by CITY. Nothing herein contained
shall prevent LESSEE or CITY from placing and mai_ntaLning at C ITY's or LESSEE's owe
individual cost and expense,additional or other insurance as may be desired. The minimum
insurance requirements under this LEASE shall not act to limit LESSEE's liability for any
occurrence and shall not llama LESSEE's duty to defend and indemnify CITY for claims
related to this LEASE or the Leased Land.
15.2 Subrogation Rigkes B�lah;ed To the xtent permitted by law,LESSEE hereby releases CITE',
its elected and appointed officials,ern ployees and volunteers and others working on behalf of
CITY from any and all liability or responsibility to LESSEE or anyone claiming t1nxoub ,or
under LESSEE by away of subrogation or otherwise, for any loss of any hired (ir�cludir�g
damage to property caused by fire or any other casualty), every if such loss slaa?1 have beerF
caused by the fault or negligence of the CITY,its elected or appointed officials,employees or
volunteers or others workh g on behalf of the CITY. This provision shall be applicable a-1 d
in l force and effect only with respect to loss or damage occurring draring the tir_�e of
LESSEE's occupancy or use (including LESSEE's occupancy or use prior to the Effective
Lease Agreement bemeen CSty'of Seward and Seward
Cb-=,bey of Conm-erce
Dwcei�ber 2005
Page 17 of 200
licie
Of
a clause or
ontain
Date of this LEASE), and L.ESSE e p°hall t adverse y affectlorCimpair such policies
endorsement to the effect that such release
or prejudice the right of LESSEE to recover there under except as against CITY(including'Its
lf of
elected and appointed officials, eiaipltayees and volunteers a�-ad others workingt on of
CITY)during the time of LESSEE°s occarpaR or arse, LESSEE agrees policies
insurance will include such a clause or endorsement.
ARTICLE Ib - CONDEMNATION
If all or any part of the Leased Land is conder-n-ned for a public use by any government agency
or other duly authorized entity, CITY and LESSEE shall.each make a claim against the condemning
or taking authority for the amount of any damay as a result
ge ineu�e rig is in or toor done oany award made lt the other
of the taking.Neither LESSEE nor CITY shall ha y �
by the condemning authority;provided,that in the evz nt of a single award to CI L Y which includes
specific damages for loss of LESSEE's leasehold interest, CITY shall transmit to LESSEE the
ar{a€�azrat of saacia specific damages so found, if any_
If part but not all of the Leased Land is corA�senuaed for public use, LESSEE shall make a
good faith determination as to whether°or not the taking of the part of the Leased Land designated for
eondemrratiora will prevent it from continuing to operate on the Leased.Land.If LESSEE determines
irl good faith that the condemning of such part of the Leased Land will prevent it from continuing to
operate on the Leased Land, LESSEE may notify CITY in waiting to this effect, and this LEASE
shall theca be terminated for all purposes effective f as LESS(EE)shall specify in itsESSEE notce,sends such
and such
notice to CITY,Y, or at such other later date
termirfation shall be treated in the same manner as a terrraination at the expiration of the term of this
LEASE. LESSEE shall, as a condition precedent to such termination, remove all encumbrances,
artial taking for public
debts and liens to wljjch the Leased Land is subject.Will notIf t event it£om.co the time of such n gaing to operate,then
use,LESSEE determines that such partial talcraia 'i p
LESSEE and CITY shall negotiate an equitable and partial abatement of the rent beginning to be
effective on the actual date when LESSEE is effectively prevented from utilizing the condemned
land..
ARTICLE 17 -ARBITRATION
17.1 '4rblrration-
a) Disputes between the parties with respect to the performance of this LEASE that
cannot be resolved by the parties,shall be submitted to an independent arbitrator for a
settlement pursuant to the provisions of the Alaska Uniform Arbitration Act (AS
09 3.0i€l et se.), as it now exists cr may hereafter be amended from time to time
and judgment on the award may be entered in any Superior Court in the State of
Alaska. Notwithstanding the foregoing,arbitration.shall not be applicable to claims
sted rersaedy having a value of more than Fifty Thousand
or disputes involving a reque
Lease Ageement betworn Cif-;'of Seward.and Se;ward
Chamber of Corignerce
December 2005
`� page 18 a*28
Dollars and No/100s ($50, 00) (exclusive of interest and costs). all dernands for
arbitration and all answering statements thereto that include any claim must contain a
statement that the total sum or value in controversy, as alleged by the party niaking
such demand or answering statement, is not more than Fifty Thousand Dollars and
No/100s($50,000.) The arbitrator-will not have Jurisdiction, power, or authority to
consider or rake findings (except to deny jurisdictioii) concerning any claim,
counterclaim dispute or other rriatter question where the amount in controversy of
any such claim,counterclaim,dispute or matter is more than Fifty Thousand Dollars
and No/100s($50,000). The costs and expenses of arbitration shall be shared equally
by the parties, and each party shall bear its own attorneys fees and costs.
b) Arbitration procedures shall be applicable only to contract, negligence, and sinniar
claims arising from or related to this LEASE, wind shall riot be used to resolve or
determine any claim based upon£laud, intentional misrepresentation,nor any claim
based on conduct gnat is a fell y crime in the State of Alaska.
c) Written notice of requests for arbitration of disputes may be served by either party to
this LEASE upon the other party. Arbitration of any dispute or claim shall be
determined by a single arbitrator selected from a list of rot less than five arbitrators
obtained frorn the presiding Superior Court.fudge or other appropriate judicial officer
in Anchorage,Alaska._ The 4 bitr°ator shall be a person who(a)has not less than five
(5)years legal experience in the State of Alaska prior to appoinArnent; and (b) such
legal experience include substantial experience with long-terra commercial real
property transactions. Each party shall be provided with a copy of the list and shall
be afforded a maximum ofF ten (10) working days to beco;ne familiar with the
qualifications of the prospective.arbitrators. The arbitrator shall be selected by each
party,commencing with the party demanding the arbitration,striking one name fom
the list until only a single name remains.
d) Arbitration hearings shall be conducted in Anchorage,Alaska or such other location
as the parties may agree. Each party shall produce at the request of the other party,at
least thirty(30)days in advance of such hearing,all documents to be submitted at the
hearing and such other documents as are relevant to the issues or likely to lead to
relevant information.
e) In deciding the claim or dispute, the arbitrator shall follow applicable Alaska law,
and the written decision shall be supported by substantial evidence in the zecord.
Failure to apply Alaska lair, or entry of a decision that is not based on substanitlad
evidence in the record, shall be additional grounds for modifying or vacating an
arbitration decision.
Lease Agreement bens een City of Seward and Seward
Chamber of Commerce
December 2005
" Page 19 of 28
ARTICLE 18 -l TENANCE AND REPAIRS
? .I ormal lainrenance. wring the entire term ofthis LEASE and every extension hereof,if
any, LESSEE shall, at LESSEE's sole cost, ris_� and expense, maintain the Leased Land,
including any improvements placed thereon by LESSEE,in as good condition as received or
constnicted by LESSEE, subject to normal,nog?-abusive use. CITY, at CITY's sole option
and expense, may, prior to the cormrrencerat-nt of construction by LESSEE, perform
maintenance and preventative work on the Leased Land, exclusive of improvements placed
thereon by LESSEE,in order to prevent erosion, mitigate damage to plants and animals, or
prepare the Leased Land for eventual development by LESSEE or others by grading,filling
or contouring the Leased Land.Any such work performed by CITY shall be at CITY's sole
expense and risk th-less LESSEE agrees, in advance and in writing, to share such expense
and risk. LESSEE shall maintain in first class condition at all times all fire, pollution and
other protective equiprr!ent, if any are placed on Leased Land.
18.2 Safety.issues. CITY may notify LESSEE,in wri ing of any deficiencies in the performance of
LESSEE's maintenance responsibilities as they relate to public health or safety and LESSEE
shall promptly within thirty(30)days of receipt of such notice advise CITY in writing of its
proposed schedule for performance of any wore_necessary to cure such deficiencies.
If such deficiencies relate to the safety of LESS-JE's operation such that the surrounding land
and port facilities are exposed to risk,unnecessary potential hazards, or a risk to the public
interest(as distinguished from a business risk), or if CITY is not satisfied with the proposed
schedule of repairs either because of the delays wherein or the scope of the repairs,then CITY
may engage an independent engineering cons,:i t well-versed and experienced who shall
furnish to CITY a comprehensive survey and report for the purpose of establishing both the
need and urgency to perform such maintenancre Fork. As soon as practicable following
receipt of said engineer's determinations and-ecornmendations, if the report requires repair
them LESSEE shall pay the cost of the report ar,id perform such work in accordance there-with
at LESSEE's cost, risk and expense.
18.3 Cost of Repairs. Should LESSEE dispute the necessity of any maintenance work as being
necessary or advisable or reasonable to protect the public facilities on adjacent laird, it may
submit the matter to arbitration; provided, 10wever, that pending the decision of the
arbitrator it shall fully comply with the rmaintenalnce requests. If an arbitration award should
ultimately find that the repairs were not necessary then LESSEE may either deduct from
future rental payments the cost of such repairs or be reimbursed therefore. In deciding
,whether repairs requested by CITY or required by an engineering report are necessary, the
arbitration panel is to give primary consideration to the safety and welfare of the Seward port
facilities .and the citizens of Seward in light or the highest standards in the industry.
If any facility or service provided by CITY to the Leased Land shall become inadequate due
to changes in environmental control standards or should any facility require updating or
Lease Agreement between City of Seward and Seward
Charnber of Commerce
December 2005
r Pane 20 of 28
improvement by reason of a change ire LESSEE's use of the Leased Land or operations there
rom,LESSEE shall either construct such improvernents at LESSEE's o,�nrt cast or reimburse
CITY for such work at the option of-C ITY.
ARTICLE 19 ®E %IF ROTNMENTALX CONCERNS
19.1 Hazardous i�laterfals,
a) Condition of Site. LESSEE has had full opportunity to examine the site for the
presence of any Hazardous Material and accepts the site irl "as is" condition.
LESSEE rnay elect, at LESS E's sole cost, to conduct a. basellue soils test prior to
execution of tlhas LEASE.
b) Release of CITY. Any other provision of this LEASE to the contrary nnom th-
standing,LESSEE releases CITY from any and all claims,demands,penalties,fines,
judgments, liabilities, settlenrlents, damages, costs or expenses (including, writhout
limitation,attorney's fees, court costs,litigation expenses,and consultant and expect
fees)arising prior to,during,and after the term of this LEASE,and resulting from tf_e
use, beeping, storage or disposal of Hazardous Material on the Leased Land by
LESSEE or its predecessors in interest,or arising out of or resulting from LESSEFS
operations at the Leased Land or the operations of its predecessors in interest at tl-e
Leased L and except for tDO'Se claims arising out of CITY's sole negligence or
interitior±?al misconduct. T�s release includes,without lir Cation, any aid all costs
incurred due to any investigation of the Leased Land or any cleanup, removal or
restoration mandated by a federal, state or local agency or political subdivision or'by
law or regulation.
c) Use of fazardous Materiazs on the Site.
i) LESSEE shah not cause or pen-nit any Hazardous Material to be brougfat
upon, kepi or used ina or about the Leased Land except for such Hazardous
Material as is necessary to conduct LESSEE's authorized use of the Leased
Land.
ii) Any Hazardous Material permitted on the Leased Land as provided 'in Jus
paragraph, and all containers therefore, shall be used, kept, stored aDd
disposed of in a manner that complies with all Eiivirorinental Laws or Other
laws or regulations applicable to such Hazardous Material.
iii) LESSEE shall not discharge, leak.or emit,or permit to be discharged,leaked
or emitted, any matt gal into the atmosphere, 6rouud, ground water, sewer
system or anybody 11'water, if such material (as reasonably deterrarined by
the CITY, or am governmental authority) does or array, poll�uie or
Lease Agreement bet een City of Seward and Seward
a!arriber of Commerce
9 i December 2005
Page 21 of 28
contalranate the same,or may adv�-rsely affect the(a)health,welfare or safety
of ersons, rhether located on the Leased Land or elsewhere; or (b)
p
Lon er o Use enjoyment ofthc Leased Land or any other area or personal
property.
iv) LESSEE hereby agrees that it shell be fully liable for all costs and expenses
related to the use, storage and di s_jposal of Hazardous Material Dept or brought
on the Leased Land by LESSEE, its authorized representatives and invitees,
and LESSEE shall give immediate notice to CITY of any violation or
potential violation of the provisions of this subparagraph.
d) Incxernn f nation elf C-T Y, Any other provision of this LEASE- to the contrary
nom- ithstanding,LESSEE shall defend,-1derrinify and hold CITY harmless from and
against any claims, demands, penalties, fines, judgments, liabilities, settlements,
dam ages, costs or expenses (including, � thout limitation, attorney, consultant and
expert fees,court costs and litigation expenses)of whatever kind or nature,known or
unknown, contingent or otherwise, arising out of or in any way related to:
i) The presence, disposal,release or dreatened release of any such hazardous
Material which is on or from the Leased Land, soil, water, ground water,
vegetation,buildings, personal property, persons, animals or otherwise;
ii) Any personal injury (including v�rongful death) or property damage (real or
personal) arising out of or related to such Hazardous Material or any use of
the Leased Land;
Any lavvs�ait brought or thre tened, settlement reached or , vernrnent order
relating to such hazardous Material or any use of the Leased Land; and/or
iv) Any violation of airy laws applicable thereto; provided, however, that this
Section 19.1(d)shall apply only if the acts giving rise to the claims,demands,
penalties, fines, judgments, liabilities, settlements, damages, costs or
expenses(%1)occur prior to or during the term of this LEASE;and(2)arise in
=� operations on, or activities on the Leased
whole or in paw from the use o
Land by LESSEE or LESSEFs predecessors in interest, employees, agents,
invitees,contractors,subcontractors,authorized representatives,subtenants or
any other persons. The provisions of this subparagraph shall be in addition to
any other obligations and liabilities LESSEE may have to CITY at law or
equity and shall survive the transactions contemplated herein and shall
survive the termination of this LEASE.
e) Operator. For all purposes,LESSEE shall be deemed the operator of any facility on
the Leased.Lard.
Lease Agreement between City of Seward ana Seward
Chamber of Commerce
n-December 200
Wage 22 of 28
f) Hazardous Ublerial Defined. As used in this LEASE, Hazardous material is any
substance which is toxic,ignita-ble,reactive,or corrosive or which is regulated by any
Z__
Environmental Law. Hazardous Material includes any and all material or substances
which are defined as industrial waste hazardous waste,extremely hazardous waste or
a hazardous substance under aniT Environmental Law. Notwithstanding any statutory
Petroleum exclusion, for the purposes of this LEASE, the term Hazardous Mate 171"al
includes, without limitation u, petrolem including crude oil or any fraction thereof
petroleum soaked absorbent nnaterial and other petroleum wastes.
9) Environmental Law Defined. As used in this LEASE,� Environmental Laws include
any and all local, state and federal ordinances, statutes, and regulations, as now in
force or as may be amended from time to time, relating to the protection of human
_uman
-health and the environtnent, as we,l as any judgments, orders,-injunctions, awards.
decrees, covenants, conditions, or other restrictions or standards relating to saute.
Environmental Laws include, by -way of example and not as a limitation of the
generality of the Boregoing,Alaska Statutes Title 46,the Resource Conservation and
Recovery Act of 1976,the Comprehensive Environmental Response, Compensation
and Liability Act of 1980,the Clean Water Act,and the Superfurid Amendments and
Reauthorization Act of 1986.
i9.2 Pernihts and-Reporting-
a) Permits Required by Other Go vernmental Agencies. LESSEE shall obtain all permits
or approvals required by any ar�pli_-abje law or regulation. Copies of all such pen-nits
shall be provided to CITY prior to LESSEE commencing work under this LEASE.
LESSEE shall Promptly make all reports to any federal, state or local government or
agency required by any permit or Environmental Law, including reports of any spill
or discharge of Hazardous Material. Jrhe CITY, through the City -manager-, may
order LESSEE to immediatety Cease any operations or activities on the Leased Land
ifthe same is being carried oust without necessary permits,in violation ofthe terms of
MY Permit or—Environmental Law, or contrary to this LEASE.
b) Correspondence With and Reports to E-hvironmental _agencies. LESSEE sh
t1h copies of all correspondence and notice, includip
immediately provide CITY wi al I
g
copies, of all reports between LESSEE and any state,federal or local government or
agency reguixting Hazardous -Material which relates to LESSEE's operations or. or
use of the Leased Land.
ARTICLE 20 -ESTOPPEL CERTIFICATES
Either party shall at any time and from time to time upon not less than ten 10) days, prior
written request by the other party,execute,acknowledge,and deliver to such party,or
to its deslgriee,
Lease Agreement between City of Seward and Seward
Chamber of Corpmerce
December 2005
?age 23 of 28 3
statement in writing certifying
that this LEASE is ar mended and ;n full force and effect (or, iE
there has been any an�endrnent thereof, that the sarrre is in Earll farce and effect as amended and
Ethers is any claimed
stating the amendment or amendments).t.that t'e e are t�defaults ing the dates to' If the re
and other
default, stating the nature and extent
charges have been paid in advance.
ARTICLE 21 - CONDITIONS AND coVENANTS
jl the provisions of this LEASE shall be construed to be "conditions" as well as
"covenants," as though the words specifically expressFr�N or zmpa_�inb covenants and conditions were
used in each separate provision.
ARTICLE 22 -NO wA.IVER OF BREACH
No failure by either CITY or LESSEE to insist
.e??P®e�the t o� m�y��*3segnent other
upor�a
any term,covenant or condition of this LEASE®r to rc - y
breach thereof shall constitute awaiver of any such Ecch�but eachr of such tand e9 ery tercovenam or conditions.
and
No waiver- of any breach shall affect or alter this
condition of this LEASE shall continue in full force and effect with respect to any other then existing
or srabsequent breach_
ARTICLE 23 -TUAE GE T1 E ESSENCE
T irne is of the essence of this LEASE and of�a provision
ARTICLE 24 - COjjvjpUTkT1ON OF T'I E
The time in which any act provided by this LEASE is to be done by shall be competed by
e,xcbading the first day and including the last,unless etc last day is a Saturday, Sunday or a holiday,
and then it is also excluded.
_4R1ICI.,E 25 - SUCCESSORS IN INTEREST
Each and all of the terms,covenants and coed=dons in this LEASE shall inure to the benefit
of and shall be binding upon the successors in interest of CITY and LESSEE.
ARTICLE 26 - ENTIRE AGREEMENT
This LEASE contains The entire agreement of z e parties with respect to the m}atters which is red
y� this LEASE, and no other- agreement, staternent or promise made by any party
contained in this LEASE shall 1?e'oinCl- Z= or valid.
ARTICLE 27 - GOVERNING EA
Lease:agreement between CAY j Seward and Seward
Chamber of Commerce
December 2005
Page 24 of:28
`l Es LEASE shall be goverrmed by,construed and enforced in accordance vvth the laws ofthe
State of Alaska. The tens of this LEASE °aae subject in all respects to the Charter and Code of
Ordinances of CITY in effect on the date of this LEASE, and as they may be hereafter =-ended.,
including -;,-ithout limitation, Chapter 7.05 of the Seward City Code.
ARTICLE ICLE 28 - PARTTAI., INVALIDITY
if army provision of this LEASE is held by a court of competent jurisdiction to be invalid,void
or unenforceable,the remainder of the provisions shall remain in full force and effect and shall ism no
way be affected, irm-npaired or invalidated.
ARTICLE 29 - RELATIONSHIP OF PARTIES
Nothing contained in this LEASE shall be deemed or construed by the parties or by any third
person to create the relationship ofprincipal and agent or of partnership or of joint venture or of any
association between CITY and LESSEE; and neither the -method of computation of rent, nor any
other provisions contained in this LEASE nor any acts of the parties, shall be deemed to create any
relationship between CITY and LESSEE other than the relationship of lessee and lessor.
ARTICLE 30 _ INTERPRETATION
The language in all parts of this LEASE shall in all cases be simply construed according to its
fair meaning and not for or against CITY or LESSEE as both CITY and LESSEE have had the
opportunity to seek assistance of counsel in drafting and reviewing this LEASE.
ARTICLE 31 - CAPTIONS
Captions of the articles, paragraphs and subparagraphs of this LEASE are for convenience
and reference only, and the words contai-ned &l erein shall irn no way be held to explain, modify,
am lift or aid in the interpretation, construction or-meanIng
' of the provisions of this L EASE-
ARTICLE 32, -A-A NI) ENT
`files LEASE is not subject to amendn>emnt except in writing executed by both parties hereto.
ARTICLE 33 -NOTICES
Ail notices,demands or requests from one party to another shall be delivered it persoml or be
seat cy nail, certified or registered, postage tlrepaid, to the addresses stated in this �tI and to
such other persons and addresses as either pa j may desi�gate. Notice by mail shall be deeTned to
have beer- alven at time time of mailing.
Lease A geeinent betaweern City of Seward and Seward
Chamber of Commerce
December 2005 ,y
?gage 25 of 28
All notices, demands and requests from LESSEE to CITY shall be olden to CITY at the
following address:
City Manager
CITY OF SE WARD .
P.O_Box 167
Seward, Alaska 99664
Ail notices, demands or requests from CITY _YM, LESSEE shall be given to LESSEE at the
follo,Aing address:
Executive Directer
Seward Chambf of COMMerce, ConfereDee
and Visitors Bu�eau, Incorporated
P.O. Box 749
Seward, Alaska.99.664
Each party shall have the right,from time to titre,to designate a different address by notice
�zven in conformity with this Article.
ARTICLE 34 _FIRE PROTECTION
LESSEE shall at its sole cast,risk and expense provide fire protectionto its operations on doe
Leased Land and fire prevention to industry standards or risks to adjacent facilities s, ch that those
r s' are ze�inirni ed. LESSEE shall continue to provide and maintain industry accepted standards of
ire protection such that the City of Seward
ISO rati��g is not degraded by reason of LESSEE'S
operation. The parties agree that with the rapid expansion of technology in the field of fie
,revention and control LESSEE°s obligations hereunder may vary during the term of this LEASE and
CITY may submit LESSEE°s compliance with- its obligation hereunder to arbitration rRot boors
f 7equently than once each five years.
Lease Agreement between Ci ;o Se-ward and Seward
Chamber of C;rrrriyrce
December 2005
Page 26 of 28 Y.� a
IN WITNESS WHEREOF, the par�aes hereto have set their hands ard seals the dates
herein set forth.
CITY- LESSEE.
CITY OF SEWARD SEWARD CHAMBER OF COMMERCE,
CONFERENCE AND VTSSI' ORS BUREAU.
INCORPORATED
By: Mari{Corb ridge By: Laura Cloward/
its: City Manager Its: Executive Director
Date: Mateo f - y
E10 ,_
A`� 'EST: t5�5
eP .<t1L Le evrl�rk`i a�Jt�;
T�J Cl
STATE OF ALAS
ss.
TI-IIRD JUDICLA IBIS 1-MC
IS IS TO CERTIFY that on this ��ey day o�
�. 2005,before me,the undersigned,
a I°dota,y public in and for the State of Ias a,personally appeared Clark Corbridge, know-n to me
and to me kr-owr3 to be the City Manager for die City of Seward,A'aska, and authorized to exegete
documents on its behalf, and is the individt,�L,, named in and who executed the fore-oin--doc,u-vent
on behalf of the City of Se§vard.for the uses and purposes therein set fort.
4'IIi ESS my hand and notarial sea: tiae day and year first hereir?above uitt;n.
Notary Public in and for AJ ka
My Commission Expires:
Lease Agreement between City of Seward and.Seward
Char3 ber of Commerce 9.7
December 2005
'Fage 27 of 28
ss.
STATE OF -ALASKA
�T,D JLTDICT A-L DISTRICT
-PIES IS TO CER 1 IFY that on this -�r day of December, 200-55, before me, the
s�ersi signed, a Notary Public in an for the State of AlL�ska, personally appeared Laura Cloward;
�rio4��€ to me and to me known t® be the Presider�'t for the Seward Chamber of Commerce,
e documents on its behalf,
Conference and;visitors Bureau, Incorporated., and authorized to execut
aid is the individual named in and who executed the tor,going document on behalf of the Seward
Cbamber of Commerce, Conference and Visitors Bu-reau, Lncorporated for the uses and purposes
torero set forth.
T-INll✓SS T-ny band and notarial seal the day and year first he=re?nabove written.
�0 !,,,otary Public in and for laska
ar ,y Commission Expires: 7-:3 o 4
w� Biz
10
Lease Agreement between Cary of Seward and Seward
Chamber of Com-nerce
December 00-5
Page 29 of,8 J '`
1-
Co-ul-nicill Agenda Statement
Meeting Date: September 26,2005
Through-, Clark Corbridge, City Manager
From: Kirsten Vesel, Assistant City Manager
Agenda Item: Granting a new Lease to the Seward Chamber of
Commerce, Lot 4 Fort Raymond Subdivision, Plat
No. 86-10.
BACKGROUND & JUETIFICATION-
T
Fhe Seward Chamber o'Comm un-erce entered-;--r-,to a lease with dhc City of Seward on.Angst 28, 1989
Ibis Lease encompasses Lot 4,Fort Raymond subdivision,Plat No. 86-10. The Se-ward Chamber of
COT-n-n ercc requests the City Council's grant of a new lease of the same piece of property. The
resolution and form-presented at this meeting provides the requested new lease,subject to consent by
the City. If approved by City Council, the lease will be effective in 30 days.
CONSISTENCY CHECKLIST.
Where applicable, this agenda statement is consistent with the Seward CftY Code, Charter,
Comprehensive Plans, Land Use Plans, Strategck Plan.and City Council Rules of Procedures.
FISLA!�NOTE.
The rent is Four Thousand Dollars($4,000.00)a1h-lually,subject to fair rnarket value increases every
five years. However, this lease provides awaiver for no rent due as site as long tile is used by the
Lessee for the operations of a Chamber of Comm-coerce office/visit Z:� - It
LOT information- cenTer.
Approved by Finance Department
Council approve Resolution 2005-_a mithonizM9 the City Manager to enter into a Lease to the
Seward Chamber of Cornmerce for Lot 4 Fort Raymond Subdi-sivion, Plat No. 86-10.
Sponsored by. Corbridge
CITY OF SEW , ALASKA
RESOLUTION �1005-85
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEW ,
_ LASKA, ENTERING INTO A LEASE WITH THE SEWARD CHAMBER
OF COMMERCE,CE, CONFERENCE -AND VISITORS BUREAU,
INCORPORATED;REGARDING LOT 4 FORT RA. ®tND SUBI)WISI®N,
PLAT NO, 86-10
WHEREAS, the Seward Chamber of Co=erce, Conference and Visitors Bureau,
incorporated ("Chamber of Commerce") is a nonprofit: organization of business and professional
people working to build a healthy local economy and-to improve the quality of life in Seward.; and
VMEIIEAS, the Chamber of Commerce has constructed a visitor information center and
office complex on real property previously leased ftorr pie City to serve the business community and
enhance the visitor industry in the community; and
WHEREAS,the City has no other plans nor foresees a higher and better public use for Lot 4,
Fort Raymond Subdivision; and
EREAS,the Chamber of Commerce has demonstrated its counnitrnent to the residents,
visitors and businesses of Seward by developing v real property and continuing to promote
economic development, tourism and community events; and
EREAS,the existing use of the real property by the Chamber of Commerce for a-visitor
information center on Lot 4,Fort Raymond Subdivision,is compatible with the existing Institutional
Land Use Planning and Zoning designation for the real property; and
WHEREAS, the City Council finds that it is in the public interest to lease Lot 4, Fort
Raymond Subdivision, to the Chamber of Commerce for operation of a visitor information center
a��d office complex at less than fair market rent; and
WHEREAS,it is 111 the public interest to waive-the requirement for an appraisal of the real
property to be leased to the Chamber of Comme-rce because rent is waived.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL € F THE CITY
OF SEW , ALAS , that:
Section 1. The recitals are incorporated herein as City Council findings by this reference.
The lease agreement with the Seward Chamber of Commerce, Conference and Visitors Bureau,
incorporated ("Chamber of Commerce"), in substantial form as preser_ted at this meeting is hereby
ppro�Ted, and the City Manager is authorized to make such changes or corrections as needed to
CITY OF SEWARD, ALAS
RESOLUTION 2005-85
fin
alize the lease transaction without changin the essential terms and conditions and is authorized Lo
execute the lease and any related documents as needed to complete this lease transaction.
Section 2. It is in the public interest to negotiate the lease disposal of the real property
described mi the presented lease agreement and to not require the lease disposal by public bid or
auction because the Chamber of Commerce has already constructed improvements on the land
pursuant to a prior lease.
Section 3. The City Council finds that the public interest will be served by leasing the real
property for less than appraised fair market -value for the reasons set forth in the recitals and tb—;s
resolution.
Section 4. The City Council finds that the public interest will not be served by an appraisal
because under the terms of the lease rent is w;Fd-vQd so long as the real property is used as permitted.
Section 5. This resolution shall take effect thirty days after the date of passage and posting.
PASSED AND kP-FR0V`ED by the City Council of the City of Seward, Alaska, tb--;s 26"'
day of September, 2005.
THE CITY OF SEWARD, ALASKA
Narita Shafer, Mayor
AYES: Branson, Dumliarn, Valdatta, A-mberg, Clark, Lorenz, Shafer
NOES: '-None
ABSEINT: None
ABSTAIN: None
ATTEST,
Johanna JPollerhide
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Assistant City Clerk
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�a I I I
(City Seal)
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