HomeMy WebLinkAboutRes1995-022
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Sponsored by: Jones
CITY OF SEWARD, ALASKA
RESOLUTION NO. 95-022
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, APPROVING A COOPERATIVE AGREEMENT
BETWEEN THE CITY AND THE ALASKA DEPARTMENT OF FISH AND
GAME AND THE LONG-TERM LEASE OF CITY OF SEWARD WATERFRONT
TRACT 2A TO THE SEWARD ASSOCIATION FOR THE ADVANCEMENT
OF MARINE SCIENCE FOR THE FINANCING, CONSTRUCTION,
OPERATION AND MAINTENANCE OF THE ALASKA SEALIFE CENTER
WHEREAS, the City of Seward, Alaska (the "City") is a home rule city and under
Section II of Article X of the Alaska Constitution may exercise all legislative power not
prohibited by law or by the Charter of the City, and it has been determined that the matters set
forth in this Resolution are not prohibited by law or the Charter; and
WHEREAS, the City is the owner of certain premises described as:
Tract 2A, Waterfront Tracts (Preliminary Plan, Kenai Peninsula
Borough File No. 95-003), Seward Recording District, Third
Judicial District, State of Alaska,
(the "Property"), on which the Seward Association for the Advancement of Marine Science
("SAAMS") proposes to construct and operate the Alaska SeaLife Center (the "Project"), which
will be owned by the City; and
WHEREAS, the City has negotiated with SAAMS an agreement for the financing, lease,
construction, operation, and maintenance of the Project (the "SAAMS Agreement"); and
WHEREAS, the State of Alaska, Department of Administration, provided municipal grant
number 7/94-004 (the "Grant) to the City, which funds have been and will be used by SAAMS
pursuant to a grant agreement (the "Grant Agreement") between SAAMS and the City for the
planning, design, engineering and construction of the Project; and
WHEREAS, the City and the Alaska Department of Fish and Game have negotiated a
cooperative agreement (the "Cooperative Agreement") for the construction, operation and
maintenance of research infrastructure improvements at the Alaska SeaLife center in Seward,
Alaska, which will be a component of the Project; and
WHEREAS, the City intends to transfer to SAAMS, and SAAMS intends to assume, all
of the obligations of the City with respect to the Grant and under the Cooperative Agreement,
except to the extent the SAAMS Agreement expressly provides otherwise; and
WHEREAS, the City intends that the SAAMS Agreement supersede and replace the
Grant Agreement; and
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 95-022
Page 2
WHEREAS, the City considers that the leasing, construction, operation and maintenance
of the Project by SAAMS and the financing of the same is in the best interest, and will promote
the public purposes, of the City; and
WHEREAS, there have been presented to the City the form of the following documents
which the City proposes to enter into in connection with the Project:
I. The form of the Cooperative Agreement, which is entitled "Cooperative Agreement
Between the State of Alaska, Alaska Department of Fish and Game, and the City of Seward for
the Construction, Operation and Maintenance of Research Infrastructure Improvements at the
Alaska SeaLife Center in Seward, Alaska"; and
2. The form of the SAAMS Agreement, which is entitled "Agreement for Financing,
Lease, Construction, Operation and Maintenance of the Alaska SeaLife Center"; and
WHEREAS, it appears that each of the instruments referred to above, which now are
before the City, is in appropriate form and is an appropriate instrument for the purposes intended;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, that:
Section 1. The real property to be disposed of under this Resolution consists of an
interest in the following described real property (the "Property):
Tract 2A, Waterfront Tracts (Preliminary Plan, Kenai Peninsula
Borough File No. 95-003), Seward Recording District, Third
Judicial District, State of Alaska,
which interest is described in Section 2 of this Resolution.
Section 2. The disposition of an interest in the Property by negotiation to SAAMS under
the SAAMS Agreement will serve the public interest and is hereby approved.
Section 3. The public interest will not be served by an appraisal of the interest in real
property whose disposal is approved by this Resolution, and such appraisal is hereby waived.
Section 4. The form and content of the Cooperative Agreement and the SAAMS
Agreement hereby are in all respects authorized, approved and confirmed, and the City Manager
is authorized, empowered and directed to execute and deliver each said document to the
counterparty for and on behalf of the City in substantially the form and content now before this
meeting but with such changes, modifications, additions and deletions therein as shall to him
seem necessary, desirable or appropriate, the execution thereof to constitute conclusive evidence
of the approval of any and all changes, modifications, additions or deletions therein from the
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 95-022
Page 3
form and content of the said documents now before this meeting, and that, from and after the
execution and delivery of the said documents, the City Manager and City Clerk each is hereby
authorized, empowered and directed to do all such acts and things and to execute all documents
as may be necessary to carry out and comply with the provisions of the said documents as
executed.
Section 5. The City Manager, City Clerk or any other person authorized by the City each
hereby is authorized to execute and deliver for and on behalf of the City any and all additional
certificates, documents, opinions or other papers and perform all other acts as they may deem
necessary or appropriate in order to implement and carry out the intent and purposes of this
Resolution.
Section 6. This resolution shall take effect thirty (30) days after passage and posting as
required by law.
PASSED AND APPROVED by the City Council of the city of Seward, Alaska, this 28th
day of March, 1995.
THE CITY OF SEWARD, ALASKA
Mj 1< ~ (I AQmQ ,
Dave W. Crane, Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
Anderson, Crane, Darling, Deeter, King, Sieminski
None
O'Brien
None
ATTEST:
(City Seal)
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COOPERA TIVE AGREEMENT
between the
State of Alaska
Alaska Department of Fish and Game
and the
Citv of Seward
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for the
Construction, Operation and Maintenance of
Research Infrastructure Improvements
at the Alaska Sealife Center
in Seward, Alaska
This Cooperative Agreement (hereinafter referred to as the "Agreement") is made and
entered into between the State of Alaska. Alaska Depanment ofFish and Game, P.O. Box 25526,
Juneau, Alaska, 99802-5526 (hereinafter referred to as "ADF&G") and the City of Seward, P.O.
Box 167, Seward, Alaska, 99664 (hereinafter referred to as the "City," together the "Parties").
1. AUTHORITY. The authority for ADF&G to enter into this Agreement is AS
16.05.050(13), AS 36.30.850(c) and AS 37.14.400 et seq.
II.
PURPOSE OF THE AGREEMENT. The purpose of the Agreement is to provide for the
construction, operation, and maintenance of the research and rehabilitation components
of the Alaska Sealife Center (hereinafter referred to as the "Facility"). The Facility is
described in the Institute of Marine Science Infrastructure Improvements Exxon Valdez
oil spill (hereinafter referred to as "EVOS") Trustee Council (hereinafter referred to as the
"Trustee Council") Project #94199, Project Description and Supplemental Materials, dated
September 26, 1994, Section 6, Schematic Design attached hereto as Appendix 1. The
construction, operation and maintenance of the Facility is referred to hereinafter as the
"Project." The" Alaska Sealife Center" is the Facility in conjunction with the education
component including support areas for education and visitation identified in Appendix 1.
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III. COVENANTS. ADF&G and the City do hereby covenant and agree as follows:
A. Reimbunement. ADF&G shall reimburse the City for up to $24,846,000, for the
cost of Project construction, design, administration and management, contingency,
and planning as outlined in the detailed budget required by paragraph ill.E.
(hereinafter referred to as the "Detailed Budget"). These funds complement and
. supplement $12,500,000 previously granted to the City by the Department of
Administration under municipal grant 7/94-004 for planning, design, engineering,
and construction of the Alaska Sealife Center. The source of these funds is the
joint EVOS civil settlement funds under the jurisdiction of the United States
District Court for the District of Alaska in accordance with the funding approval
contained in the Resolution of the EVOS Trustee Council, adopted November 2,
1994, entitled: . Research Infrastructure ImDrovements affiliated with the School
of Fisheries and Ocean Science Institute of Marine Science in Seward Alaska
(hereinafter referred to as the "Resolution"), attached as Appendix 2. The funds
will be expended in accordance with the terms and conditions contained herein
and in accordance with the terms and conditions of the Resolution, and are based
upon the estimated Project costs as itemized in the capital budget attached to the
Resolution. ADF&G will not reimburse expenditures in excess of funds received
by ADF&G nor in excess of funds authorized by law to be expended. ADF&G
will not expend funds except in accordance with an appropriation made by law.
The schedule for release of the funds from the United States District Court to
ADF&G as outlined in the Resolution is as follows:
1. $12,500,000 on September IS, 1995.
2. $12,456,000 on September IS, 1996.
The City has indicated its intent to request that the Trustee Council authorize
ADF&G to convey the accumulated interest along with any unexpended funds to
the City for the establishment of reserves for replacement, repairs and
maintenance. The City has requested that the funds be held by the State of Alaska
in a separate interest bearing account.
B. Monthly payments. On or after September 15, 1995 and subject to the provisions
in paragraph Ill.A., ADF&G shall begin making monthly payments to the City
within thirty days after receipt of a request. Each request for payment shall be
signed by the City Project Manager and submitted to the ADF&G Project
Manager. The request shall be in the form set forth at Appendix 3 and is subject
to approval by ADF&G. The payment shall be the approved projected cash flow
needs for the next month adjusted by any previously paid funds still on hand.
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ADF&G shall make every attempt to process payments promptly. In the event of
a late payment, ADF&G will not be assessed a penalty fee.
C. Final payment. In the discretion of ADF&G, the final payment, or $500,000,
whichever is larger, may be withheld pending satisfactory completion of the
construction phase of the Project. Completion of the construction phase of the
Project shall be the date of the certification from the City to ADF&G of the City's
final acceptance of the Facility (hereinafter referred to as "Final Acceptance").
D. Administration costs. ADF&G shall retain $110,000 of the total funds received
pursuant to the Resolution for project management and administration costs related
to this Agreement.
E.
Detailed Budget. The City shall complete a Detailed Budget for the construction
phase of the Project not later than thirty days prior to the first request for payment.
The Detailed Budget must be approved by the Executive Director for the EVOS
Trustee Council (hereinafter referred to as the "Executive Director") in accordance
with the Resolution and must also be approved by ADF&G. The Detailed Budget
shall be attached to this Agreement at Appendix 4 and become a part of the
Agreement.
F. Budget revisions. Notwithstanding the provisions in paragraph III. RR. of the
Agreement the City may change the amounts allocated to the individual budget
categories and budget line items in the Detailed Budget without a formal
amendment to this Agreement. However, cumulative revisions are limited to a
maximum of ten percent of the original amount within the following budget
categories: construction, design, environmental impact statement and planning, and
contingency. Budget revisions shall be limited to changes to existing budget line
items. Budget revisions may not be used to increase the budget category for
Project administration and management. Changes to the budget in excess of the
limits authorized by this paragraph may only be made by amending this
Agreement and must be approved by the Executive Director. Notwithstanding the
provisions of this paragraph the total budget for the construction phase of the
Project overall may not be increased.
G. Separate Project accounts. The City shall maintain separate Project accounts and
records for all funds received under this Agreement.
H.
Unexpended funds. The City shall return all funds not expended for Project
purposes as outlined in the Detailed Budget within ninety days of Final
Acceptance.
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I. Monthly Reports. Within thirty days following the effective date of this
Agreement and continuing throughout the construction phase of the Project the
City shall submit monthly progress and financial reports to the ADF&G, regardless
of whether or not expenditures have been made in a given month. The report
must include details of the progress made during the reporting period, including
potential problems, milestones, and other significant progress. The report must
. reference progress against the Master Construction Schedule provrded for in
paragraph m.M. The report is due to ADF&G on the lOth of each month
following the reporting period.
1. Annual Reports. During the construction phase of the Project the City shall
complete the annual financial reports and Project status reports required by the
Resolution. The reports shall contain a cumulative summary of the information
contained in monthly reports during the previous calendar year. The annual
reports are due on January 31 of the year following the reporting period and shall
be submitted to the Executive Director with a copy to ADF&G.
K. Final Report. The City shall submit a final report that summarizes all
expenditures, activities, and accomplishments pertaining to the Project within 90
days following Final Acceptance.
L. ConstJUction drawings and specifications. The City shall prepare detailed
construction drawings and specifications. The drawings and specifications must be
approved by ADF&G before construction bids for the Project are solicited. The
project must be constructed in accordance with the approved drawings and
specifications. Changes in the drawings .or specifications must receive
architectural and/or engineering approval as appropriate. Changes in the drawings
and/or specifications that modify the research space, capabilities or function of the
Facility must be approved in writing by ADF&G.
M. Master constJUction schedule. The City shall submit a Master Construction
Schedule for construction and monthly cash flow projections to ADF&G thirty
days prior to the request for the first payment. Subsequently, the City shall notify
ADF&G in writing of any changes to the Master Construction Schedule and the
reason for the changes. Any changes that delay the Final Acceptance must be
approved in writing by ADF&G. Once said changes have been approved in
writing by ADF&G, the City shall submit an updated Master Construction
Schedule to ADF&G.
N. Design review. Prior to submitting a request for payment the City shall obtain
approval of the Facility design and engineering for compliance with applicable
building codes and good engineering practices from the International Conference
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COOP-95-045
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of Building Officials. The International Conference of Building Officials approval
must be provided to ADF&G.
O.
Operating plan. Prior to submitting a request for payment the City shall prepare
a detailed operating plan for the Facility. The detailed operating plan shall reflect
a realistic cash flow for the operation of the Facility and must be approved by
_ ADF&G and the Executive Director. The detailed operating plan shall be attached
to this Agreement as Appendix 5 and the City shall be required as a condition of
the Agreement to comply with the detailed operating plan.
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P. Mitigation measures. Prior to submitting a request for payment the City shall
make a showing that future mitigation measures wiIl be given due consideration
and implemented to the extent practicable. The City shaIl provide a list of permits
for the Project including the mitigation measures stipulated therein and including
a description as to how and the extent to which the mitigation measures will be
implemented. The list must be approved by ADF&G and the Executive Director.
The list wiIl be updated from time to time as needed during the construction phase
of the Project. The list shall be attached to the Agreement as Appendix 6.
Q.
Governing and management stnlcture. Prior to the City submitting a request for
payment the Executive Director must approve :l detailed governing and
management structure for the Facility that clearly identifies the role of the
University of Alaska in providing the scientific leadership at the Facility and
ensures the Facility is managed so that research activities appropriately serve the
Trustee Council's restoration mission. The detailed governing and management
structure shall be attached to the Agreement as Appendix 7.
R. Property wammty. The City warrants that the City has, or prior to the first
request for payment, wiIl secure the right, power, and authority to construct the
Facility on the Property and that, as of the date of said request there will be no
restrictions, covenants, easements, rights-of-way, or uses which would prevent the
City from constructing the Facility on the Property. The City shall provide written
certification of its right, power, and authority to construct the Facility prior to the
first request for payment.
s.
Construction dates. The City shall begin construction of the Project by August IS,
1995. Final Acceptance shall be no later than December 31,1998. If these dates
are not complied with, ADF&G may terminate this Agreement at no fault to
ADF&G. The right to termination is in addition to such other remedies as
ADF&G may have.
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T. Constmction and operntion of the Project. The City shall provide the personnel,
subcontractors, equipment, and facilities to plan, design, engineer and otherwise
perform all things necessary to construct, operate, and maintain the Project
throughout the construction phase of the Project and during the practical life of the
Facility as that term is defined in paragraph ill.U. of the Agreement. The Facility
shall be operated and maintained to a standard that is comparable to that of other
. well-operated and well-maintained marine research facilities throughout the United
States. The City shall develop and implement a maintenance plan and schedule
to ensure that the Facility is operated and maintained to the standard set forth in
this paragraph.
U. Gty owne~hip. The City shall own, operate, and maintain the Project for the
practical life of the Facility.
1. Subject to (2) of this section, the practical life of the Facility shall end
upon the occurrence of both of the following: (i) the City makes a reasonable
determination, as verified by an independent financial consultant selected or
approved by ADF&G, that the Facility is not capable of generating revenues
sufficient to cover the operating expenses and debt service of the Facility, plus
fund sufficient reserves for repairs and replacements in the Facility; and (ii) while
being operated in accordance with any recommendation from the independent
financial consultant and in accordance with terms and conditions of the Agreement
during the two-year period following the City's determination, the Facility does not
generate revenues sufficient to cover the operating expenses and debt service of
the Facility, plus fund sufficient reserves for repairs and replacements in the
Facility .
2. In no event shall the City be required to operate and maintain the Facility
after the earlier of (i) the date 50 years from the date of Final Acceptance, and (ii)
any event causing damage to, or destruction of, the Facility, where the cost of
repairing or restoring the Facility, net of any available reserves and insurance
proceeds not reduced for applicable deductibles and coinsurance, exceeds ten
percent of the replacement cost of the Facility.
V. Oty election not to opernte the Facility. Should the City elect not to operate the
Facility, either because the Facility has reached the end of its practical life as
defined in paragraph ill.U. or for any other reason, ADF&G shall have the option
to enter and assume the operation of the Alaska Sealife Center, including the
Facility. ADF&G shall exercise this option by written notice to the City within
one year after (i) the City has made the determination described in paragraph
ill.U.I., or (ii) written notice that the City does not intend to operate the Facility.
The City shall continue to operate the Facility for the period during which
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ADF&G may exercise this option. If ADF&G exercises its option to enter and
assume the operation of the Alaska Sealife Center, including the Facility, the City
shall (i) convey title to the Alaska Sealife Center including the Facility to ADF&G
for one dollar, and (ii) lease to ADF&G for one dollar per year Tract 2A,
Waterfront Tracts, as depicted on Plat No. 95-.a Seward Recording District,
Third Judicial District, State of Alaska and easements or other interests in lands
_ for improvements such as the parking lots, sea wall, seawater intake and discharge
lines, and fresh water supply system appertaining to the Alaska Sea1ife Center (the
above described property is hereinafter referred to as the "Property"). Any lease
or other conveyance of the Property or an interest therein by the City to a third
party shall be subject to the provisions of this paragraph. In deciding whether to
acquire the Alaska Sealife Center as provided in this paragraph, ADF&G shall
give due consideration to the research capabilities including the restoration and
rehabilitation benefits that would result from acquisition and operation of the
Alaska Sealife Center by ADF&G. If ADF&G exercises its right to acquire the
Alaska Sealife Center ADF&G shall operate and maintain the Facility to the
standard of other well-maintained and well-operated marine research facilities
throughout the United States. After having assumed ownership of the Alaska
Sealife Center, if ADF&G does not operate the Facility as a marine research
facility, then ADF&G shall offer to contract operation and maintenance of the
Alaska Sealife Center to the following agencies of the United States: the
Department of Interior, the Department of Commerce, National Oceanic and
Atmospheric Association, and the Department of Agriculture, United States Forest
Service for one dollar upon the condition that the Facility be operated as a marine
research facility and upon the further condition that if the acquiring United States
agency ceases to operate the Facility as a marine research facility, operation and
maintenance of the Alaska Sealife Center shall revert to ADF&G. If ADF&G
assumes ownership of the Alaska Sealife Center but the Facility is not operated
as a marine research facility, then at the end of fifty years from the date of
execution of this Agreement the City may raise the rent for the Property to fair
market rental value which may then be adjusted from time to time.
Notwithstanding the provisions of this paragraph ADF&G shall not be required to
expend funds to acquire, operate or maintain the Alaska Sealife Center or the
Facility in excess of an appropriation made by law.
W.
Events of default. The following shall be events of default under this Agreement.
Failure by the City 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 the City by
ADF&G, provided, however, that if said default is such that it cannot be corrected
within the applicable period, it shall not constitute an event of default if corrective
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action is instituted by the City within the applicable period and diligently pursued
until the default is corrected.
If by reason of force majeure, the City is unable in whole or in part to perform its
obligations under this Agreement, the City shall not be in default under this
Agreement during the continuance of such inability. The City agrees, however,
to use all reasonable efforts to remedy with all reasonable dispatch the cause or
causes of its failure to carry out its obligations under this Agreement; provided,
that the settlement of strikes, lockouts and other industrial disturbances shall be
entirely within the discretion of the City or its contractors, as the case may be, and
the City and its contractors shall not be required to make settlement of strikes,
lockouts or other industrial disturbances by acceding to demands of opposing
parties when such course is in the judgment of the City unfavorable to the City.
"Force majeure" means, without limitation, the following: acts of God; strikes,
lockouts or other industrial disturbances; acts of public enemies; orders or
restraints of any kind of the government of the United States or of the State of
Alaska or any of their departments, agencies, subdivisions or officials, or any civil
or military authority (including any orders or restraints exercised pursuant to any
agreement to which the City is a party); insurrection; riots; landslides; icebergs;
typhoons; tornadoes; adverse weather conditions; tidal waves; earthquakes; fires;
storms; droughts; floods; explosions; breakage, malfunction or accident to
facilities, machinery, transmission pipes or canals; or any other cause or event not
reasonably within the control of the City. No event which is reasonably within
the control of the City, or which the City, through the exercise of reasonable
maintenance or management, could have reasonably prevented from occurring,
shall be considered "force majeure."
X. Remedies upon breach by City. Whenever an event of default by the City shall
have occurred, and any applicable period for giving notice and any opportunity to
cure shall have expired, ADF&G shall have the following rights and remedies in
addition to any rights and remedies that may be available by law:
1. Declare this Agreement terminated.
2. Recover all monies previously paid to the City under this Agreement that
were not spent in accordance with the Agreement.
3. ADF&G shall have the option to enter and assume the operation of the
Alaska Sealife Center, including the Facility under paragraph ill.V. ADF&G shall
exercise this option by written notice to the City within one year after the period
for giving notice of the default and any opportunity for cure shall have expired.
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4.
Seek specific performance of any term or provision of this Agreement.
Y. Nonwaiver of rights. Failure to exercise any rights relating to breach of the
Agreement including the right to acquire the Facility and the right of termination
or restitution for breach of the terms of this Agreement does not constitute a
waiver of those rights for a future or continuing breach.
z.
'Space for EVQS research. The City shall give priority to research related to the
EVOS restoration mission. ADF&G shall have the right to use 4,000 net useable
square feet of laboratory and office space for research projects at the Facility.
ADF&G shall promptly notify the City when it becomes aware that some or all
of its allotted 4000 square feet of space is not required for the remainder of a
fiscal year so that the City can attempt to find a replacement for the lost revenue.
The rent for space to conduct research funded with joint EVOS civil settlement
funds including the 4000 square feet allotted to ADF&G at the Facility shall not
exceed the cost per square foot computed on an annual basis for the research
component of reasonable personnel costs and administrative expenses, operations,
curatorial, and repair and replacement costs, including reasonable reserves for
repair and replacement, but not including costs for depreciation, debt service, or
amortization. To the extent that revenues collected from the adjacent public
education and visitation components of the Alaska Sealife Center exceed costs the
excess revenues shall be used to the extent reasonably practicable to subsidize the
rent for space to conduct EVOS related research. The City shall meet annually
with ADF&G and, for so long as the position exists, the Executive Director to
identify the EVOS research needs for space in the Facility and to establish the cost
of that space.
AA. Indemnification. The City shall indemnify the State and the EVOS Trustee
Council according to the provisions described in Appendix 8.
BB. Insunmce. The City shall procure and maintain insurance according to the
schedule in Appendix 9.
CC. Record retention. The City shall retain for a period of three years after Final
Acceptance of the Facility all contracts, invoices, materials, payrolls, personnel
records, conditions of employment, and other data relating to this agreement.
DO. Inspection. The City shall allow, in the manner and time AOF&G deems
appropriate, upon notice and at reasonable times, AOF&G inspection of the City's
facilities, records, and all activities pertaining to this Agreement and to audit all
related Project records and data.
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EE Review of plans. ADF&G review of plans, designs, shop drawings, specifications,
change orders, or other Project related documents does not constitute engineering
review nor relieve the City from responsibility to obtain adequate design, meet
code compliance, or assure that cost principles are applied to change orders.
FF. Compliance with law. The City shall perform all aspects of the Project in
compliance with appropriate laws and regulations and ensure that all federal, State,
and local permits required for construction and operation of the Project have been
obtained and are complied with.
00. Additional payments. Neither the State of Alaska nor the Trustee Council, nor the
individual federal and state agencies comprising the Trustee Council shall be
required to operate or maintain the Facility, nor pay for its operation and
maintenance except for rental of space for EVOS funded research in accordance
with this Agreement.
HH. Lobbying. The City shall not expend any of these funds or earnings thereof for
the purpose of lobbying activities before the Alaska Legislature or Congress.
II. Future payments. Nothing in this Agreement shall obligate either Party to the
expenditure of funds or future payments of money in excess of those herein agreed
upon or authorized by law.
11. Equal employment opportunity. The Parties shall comply with all applicable laws,
regulations, and executive orders relative to Equal Employment Opportunity.
KK. Audit requirements. The City shall comply with the audit requirements of 2 AAC
45.010.
LL. Public contracts. The City shall comply with the applicable provisions of AS
36.05, Public Contracts, which requires payment of current prevailing rate of
wages on public construction work and contractor's bonds.
MM:. Americans with Disabilities Act The City shall comply with the Americans with
Disabilities Act (42 USC 1210, Title I & II) and Americans with Disabilities Act
Accessibility Guidelines for Buildings and Facilities.
NN. Archeological resoul'Ces. The City shall comply with AS 41.35.070 if any historic
or archeological resources are discovered.
00. Open Facility. The City shall assure that the Facility is open to the public and
dedicated to the mission of research and rehabilitation to further the restoration of
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COOP-95-045
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PP.
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IT.
resources and services injured by the EVOS. The benefits of the Facility shall be
made available to the general public without regard to race, religion, color,
national origin, age, sex, marital status, or handicap.
Compliance with applicable laws. Nothing herein is intended to conflict with
federal, State, or local laws or regulations. If there are conflicts, this Agreement
will be amended at the first opportunity to bring it into conformance with
conflicting laws or regulations.
Public employees. Each party agrees to comply with all applicable federal, State,
and local laws relating to the ethical conduct of public officers and employees.
Amendments. This Agreement may be revised through mutual consent of the
Parties by issuance of a written amendment signed and dated by the Parties.
ADF&G Project Manager. The ADF&G Project Manager and lead ADF&G
contact for this Agreement is Kimbal Sundberg. All reports, notices, requests for
payment, and other Project materials pertaining to this Agreement shall be sent to:
Kimbal Sundberg
Habitat Biologist
Habitat and Restoration Division
Alaska Depanment of Fish and Game
333 Raspberry Road
Anchorage, AK 99518-1599
Phone: 267-2334
Fax: 349-1723
Changes in the ADF&G Project Manager shall be sent to the City Project Manager
in writing.
Oty Project Manager. The City shall designate in writing a Project Manager and
lead City contact for this Agreement. All notices and Project materials pertaining
to this Agreement shall be sent to:
City Manager
City of Seward
P.O. Box 167
Seward, AK 99664
Phone: 224-4047
Fax: 224-3248
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COOP-95-045
Page 12
Changes in the City Project Manager shall be sent to the ADF&G Project Manager
in writing.
00.
Complete Agreement.
encumbrances, addenda,
exceptions:
This Agreement IS complete and has no other
attachments, or amendments with the following
1.
Appendix 1
Section 6, Schematic Design
2.
Appendix 2
Resolution
3.
Appendix 3
Payment Request Form
4.
Appendix 4
Detailed Budget
5.
Appendix 5
Detailed Operation Plan
6.
Appendix 6
Mitigation Measures
7.
Appendix 7
Detailed Governing and Management Structure
8.
Appendix 8
Indemnification
9.
Appendix 9
Insurance schedule
VV. Alaska law applies. This Agreement is governed by the laws of the State of
Alaska All legal actions concerning this Agreement shall be brought in the
Superior Court of the State of Alaska
WW. aty agents. The City and any agents and employees of the City act in an
independent capacity and are not officers, employees, or agents of the State of
Alaska in the performance of this Agreement.
XX. Effective date. The effective date of this Agreement shall be the date of final
signature including approval by the EVOS Executive Director.
YY. Severability. If any provision of this Agreement, or the application thereof to any
person or circumstance, is found to be invalid. the remainder of the provisions of
this Agreement, or the application of such provision to persons or circumstances
other than those as to which it is found to be invalid. as the case may be, shall not
be affected thereby.
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COOP-95-045
Page 13
.
ZZ.
Parties in Intelt~st. Nothing in this Agreement expressed or implied is intended
or shall be construed to confer upon any person, firm, or corporation, other than
the Parties hereto, any right, remedy or claim, legal or equitable, under or by
reason of this Agreement, this Agreement being intended to be and being for the
sole and exclusive benefit of the Parties hereto.
AAA. Successol's. The covenants, terms, conditions, and restrictions of this Agreement
shall be binding upon, and inure to the benefit of, the Parties hereto and their
respective successors and assigns.
BBB. Captions. The captions in this instrument have been inserted solely for
convenience of reference and are not a part of this instrument and shall have no
effect upon construction or interpretation.
For the Alaska Department of Fish and Game:
For the City of Seward:
{wTyler Jones, City
City of Seward
. . :'. -,.. 'r Rh ^' " ?-' 11;\
, .,:' .-," (J:: "~.' ,....:ElIen 1. Fritts, Acting Director
. . ..... c '.Division of Habitat and Restoration
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STATE OF ALASKA
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nmID JUDICIAL DISTRICT
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TInS IS TO CERTIFY that on the 2. .:,~day of A p r. I , 1995, before me, the
undersigned, a Notary Public in and for the State of Alaska, duly commissioned and sworn,
personally appeared Ellen 1. Fritts, Acting Director, Alaska Department of Fish and Game,
Division of Habitat and Restoration, and acknowledged to me that she signed the foregoing
Cooperative Agreement freely and voluntarily for and on behalf of the State of Alaska,
Department of Fish and Game, for the use and purposes therein mentioned .
~E~
Notary lic for Alaska
My commission expires: I,)" / /6/9')('
/ ,
)
) ss.
)
.
STATE OF ALASKA
OFFICIAL SEAL .
Mary E. Stone .
NOTARY PUSUC
Illy Comrni8aIon Expne12f15r'88
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COOP-95-045
Page 14
)
) ss.
TIllRD JUDICIAL DISTRICT )
nus IS TO CERTIFY that on the 3i day of ({Pw' 1995, before me, the
undersigned, a Notary Public in. and for the State of Alaska, duly commissioned and sworn,
personally ~ppeared Tyler JOrl'J:'Cit) MllRager, City of Seward, and acknowledged;to me that
he signed the foregoing Cooperative Agreement freely and voluntarily for and on behalf of the
the City of Seward, for the use and purposes therein mentioned..
.y tvll [Iii! < i V. LJ {I ,1 (~ I D W iA-L1-J 6hJ I-f tUljjfr ..;...,....A (I ,,,;, Y1/1 I'
/' ~ ~d4LL.l~Ur~"''-
Notary Public for Alaska
My commission exoires:
STATE OF ALASKA
k~
Kevin Brooks, Director
DivisiQn of Administration
OFFICIAL SEAL
STATE OF ALASKA
KRISTI A. CLEMENS
NOTARY PUBLIC
Mv Comm. EJcpires: July 22, 1998
"i
if 2.-5". q~
Date
STATE OF ALASKA )
-AI F"..t ) ss.
HmID JUDICIAL DISTRICT )
nus IS TO CERTIFY that on the z.s-.g, day of IL.-, I ,1995, before me, the
undersigned, a Notary Public in and for the State of Alaska, ~missioned and sworn,
personally appeared Kevin Brooks, Director, Division of Administration, State of Alaska, and
acknowledged to me that he signed the foregoing Cooperative Agreement freely and voluntarily
for and on behalf of the State of Alaska, Division of Administration, for the use and purposes
therein mentioned .
STATE OF ALASKA.
OFFICIAL SEAL
Mary E. Stone .,
NOTARY PUBLIC
My Commlsllon Ex,lres 12/15198
~~~.~,
Notary PUD ic for Alaska
My commission expires: / ~ II ~/ 9<?
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COOP-95-045
Page 15
7iid4
'Frank Rue, Commissioner
Alaska Department of Fish and Game
q 'UR.tiJ
Date
ST ATE OF ALASKA
)
) ss.
)
.-t' ',.1'
';/! tHiRD JUDICIAL DISTRICT
J",,- /~
TInS IS TO CERTIFY that on the.. -:' i: day of ,--( ~{: 1995, before me, the
undersigned, a Notary Public in and for the State of Alaska, duly commissioned and sworn,
personally appeared Frank Rue, Commissioner, Alaska Department of Fish and Game, and
acknowledged to me that he signed the foregoing Cooperative Agreement freely and voluntarily
for and on behalf of the State of AI aska, Department of Fish and Game, for the use and purposes
therein mentioned .
'. ,
-.,-'/:
(/~u:.c- x:;/. A/'-G()
Notary Public for Alaska I
My commission expires: II /,.;< c..~ .' ~; .i:-
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COOP-95-045
Page 16
EXECUTIVE DIRECTOR APPRO V AL
In accordance with the Resolution this Agreement, entered into by the State of Alaska,
Department of Fish and Game and the City of Seward providing that the Facility will be owned
by the City and that the City provide for the operation and maintenance of the Facility for the
practicall.ife of the Facility, is approved by: ;
l~
mon, Executive Director
z Oil Spill Trustee Council
~rl-7/~ )-
Date (
STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
TInS IS TO CERTIFY that on the .2;lJ)t;dayof ~r;/ , 1995, before me, the
undersigned, a Notary Public in and for the State of Alaska, du y commissioned and sworn,
personally appeared Molly McCammon, Executive Director, Exxon Vaidez Oil Spill Trustee
Council, and acknowledged to me that she signed the foregoing Cooperative Agreement freely
and voluntarily for and on behalf of the Exxon Vaidez Oil Spill Trustee Council, for the use and
purposes therein mentioned .
~~ /$". ~~
Notary Public for Alaska
My commission expires: /;/- ;..j)- 7?'
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APPENDIX
1\00'( "lCe; ,MlZ. SoL{
~~'" I{ecm1fin! District
IMS Infrastructure Improvements
EVOS Trustee Council Project #94199
Project Description & Supplemental Materials
DRAFT September 26, 1994
SCHEMATIC DESIGN
The Schematic Design represents the present state of planning and design which has been generated
from the architectural programming process, the conceptual design, visits to other similar facilities
and close interaction with SAAMS, Scientific and Education Work Group members, City of Seward,
design team members and special consultants.
In the Schematic Design, the Research component is the focus of the facility and will consist of a
variety of research work areas and research habitats for scientific investigations to be conducted on
the marine environment.
The Education Component will provide the public the opportunity to view and support the research
occurring at the facility as well as involving the visitor in the significance and outcome of those
investigations.
The Facility Support areas of the project will provide the infrastructure, such as life support,
mechanical, administration, maintenance, and curatorial functions needed for daily operation and
support of the facility.
Research Component
The Research Component will consist of wet and dry laboratories, staff offices, a research library and
computer work stations for the study and rehabilitation of marine mammals, marine birds, and other
marine life. There will also be exterior spaces containing tanks and pools and an outdoor research
habitat for pinnipeds, sea otter, marine bird and fish genetics research. The design of the Research
Component will provide state-of-the-art, flexible research labs. to support a variety of changing
research activities.
The project's design provides extended research facilities for current and future efforts of UAF
faculty scientists, ADF&G biologists and other scientists in an integrated program that emphasizes
EVOS restoration research. The anticipated length of research projects will vary from a few months
to multiple years. Examples of the types of research which would be conducted are described in
Section 3.
Laboratory Overview
A series offIexible indoor labs (both wet and dry) and outdoor lab space are included in the design
to accommodate the needs of research projects. The indoor labs are located on the lower level (or
street level) of the schematic design plan. The outdoor laOs (tanks and pools) are locat~d next to the
indoor labs. All of the research labs are located on the west side of the facility and adjacent to the
IMS site. This provides a link to the IMS campus for research activities.
Schematic Design
Page 6.1
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~=vntrd - o:a1 ' ~
DRAFT September 26, 1994
IMS Infrastructure Improvements
EVOS Trustee Council Project #94199
Project Description & Supplemental Materials
The visiting public will have limited visual access to view the scientific studies occurring within the
lab areas. Current research projects occurring at the facility will be interpreted to the public
throughout the facility.
Wet Labs
Wet labs will be provided consisting oflarge open areas capable of containing a collection of portable
tanks and pools for marine mammals, birds, fish or invertebrate research projects. These areas will
be "wet" areas and will be designed to have washable and non-corrosive surfaces. Both seawater and
freshwater will be provided to these labs. Water and other utility supply lines wiIl be provided
overhead. Drainage lines wiIl be provided in the floor with the capability to isolate contaminated
wastes. The design concept behind the location of these utilities is to provide a modular system
which allows the researcher to adapt the utility distribution to his or her individual research project.
Flexibility is also planned within these labs to accommodate variable lighting levels and ambient
environment controls depending on the needs of the research project.
Dry Labs
~wo types of dry labs will be provided: smaller / individual dry labs will be assignable to specific
research projects and a large central dry lab will be available to all researchers and staff at the facility.
Dry labs will be used to conduct chemistry, hematology, physiology, metabolism, isotope,
bacteriology and toxicology studies. An electronics lab for the research and development of
monitoring devices wiIl also be provided. Freezer storage for tissue and other samples will be
adjacent to the dry lab area. Veterinarian and support staff will use the labs to conduct studies on the
health of animals at the facility. A photographic darkroom will be provided for developing medical
x-rays as weIl as other photographic materials used by researchers. The dry labs will be provided
with scientific casework and laboratory equipment. Husbandry staffwill use the central dry lab for
daily water quality testing of the life support system.
Outdoor Tanks and Pools
A combination of tanks and pools will be provided which are located outdoors adjacent to the indoor
research labs. These tanks and pools will be used for research projects on marine mammals, birds and
fish. Both pennanent outdoor pools and open space for a more flexible arrangement of portable tanks
and pools are included in the design. This outdoor area is essentially an outdoor working research
lab able to accommodate a variety of changing research projects. It will be provided with an
appropriate amount of shelter from wind and precipitation for both researchers and animals such that
this space can be used throughout the year.
The outdoor tanks and pools will be located adjacent to indoor wet labs with large overhead doors
to allow the transportation of research tanks and pools between the indoor and outdoor lab areas.
Schematic Design
Page 6.2
.
.
.
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DRAFT September 26, 1994
IMS Infrastructure Improvements
EVeS Trustee Council Project 1194199
Project Description & Supplemental Materials
Other design features will include an overhead crane to lift large marine mammals in and out of pools,
outdoor lighting for winter work, corrosion resistant materials as well as a flexible arrangement of
required utilities.
Habitats
Naturalistic research habitats are included in the design to provide for the long-tenn care of those
marine mammals and birds involved in specific research and rehabilitation programs. It will, to the
extent possible, duplicate the natural environment for proper husbandry and behavioral studies. It
is anticipated that research on animal sensory systems, telemetry, behavior, physiology, growth,
nutritional needs, reproduction and other life history aspects will be conducted in the research
habitats.
Research habitats will be designed for SteUer sea lions, seals, sea otters and marine birds. The design
of the naturalistic habitat will consist of wet pools, dry haul out and resting areas. Rock cliffs will
form and enclose the habitats. The design of the rock surfaces will consist of a combination of
artificial and natural rock work. Researchers will have dedicated access to marine mammal haul out
spaces, underwater viewing, and sea bird burrows. The habitat will include provisions for the
separation of species groups and specific individual animals as needed for specific scientific and
husbandry projects. The naturalized setting will be designed and constructed to exceed existing
regulatory requirements and industry established standards.
The visiting public will also have access to view the animals in the naturalistic research habitat. Both
above water and below water viewing will be provided. Current research projects occurring at the
facility with the animals in the habitats will be interpreted to the public.
Veterinary and Husbandry
Veterinary and husbandry areas necessary for animal care activities are provided in the design. These
areas will be shared by visiting researchers and veterinarian and husbandry staff and consist of animal
quarantine and rehabilitation, animal care and treatment clinic, and food services.
Quarantine areas are provided for care for marine manunals and birds to prevent possible transmission
of disease to healthy animals. These quarantine / critical care areas will also be used for incoming
animals in need of rehabilitation. The quarantine areas will be capable of accommodating marine
mammals, marine birds or fish and will be designed to provide variable temperature and light
depending on the needs of the animal.
The animal care and treatment clinic will provide veterinary services and treatment areas for animal
health services. This area consists of offices for veterinary staff, surgery, treatment and necropsy
areas. A centrally located food service area will provide food storage and preparation areas for
Schematic Design
Page 6.3
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DRAFT September 26, 1994
IMS Infrastructure Improvements
EVOS Trustee Council Project #94199
Project Description & Supplemental Materials
feeding marine mammals and birds. It is anticipated that the facility will accommodate short term
food storage; long term food storage will be secured off-site.
Education Compo~ent
The Education Component will engage the visitor in the research, rehabilitation and husbandry
activities occurring at the facility. The mission of the education and visitation componentis to offer
the message of environmental responsibility of Alaska's marine resources through educational
programs. The research and rehabilitation activities involving indigenous seabird, pinniped, sea otter,
and fish and invertebrate species will be the education exhibit focus. The visitor will be exposed to
the interaction of research and animal care activities for the above species and the general ecology
of the region through the use of the naturalistic research habitat, video, graphics, printed materials
and interpretation with trained docents or researchers in laboratory conditions. The proposed facility
will complement marine programs in educational institutions across the state.
The emphasis of the Education Component will be placed upon communicating current research
activities and events within the institution and EVeS region that are contributing to general
knowledge of the EVeS area and beyond. This current events program will be integral to the
continuing success and public interest at the institution. The nature of this activity will constantly
create new information and activities that will need to be communicated to the general public and
educational groups.
The design of the facility will integrate the Education and Research Components such that the visiting
public is able to view the research currently being conducted without interfering with the research
, itself. The visiting public will have the greatest viewing access to the naturalistic research habitat but
they will also have an overhead view into the research wet labs, dry .Iabs and outdoor tanks and pools
area from the upper floor level. Specific educational programs can provide small groups tours
directly into the research lab areas.
The Education Component of the project will function in concert with, and in support of, the
Research Component. The capital funding of the Education Component will not come from the
Trustees Council Joint Funds (as defined by the Memorandum of Understanding and Consent
Decree), but from other sources. The Education Component will provide, via admission fees,
parking fees, and sales of educational materials charged to its visitors, financial support for the
operation of all aspects of the facility.
Facility Support Areas
Facility support areas are necessary for the daily operations of the Center and are shared by the
Research Component and Education Component. Facility support areas include a life support
Schematic Design
Page 6.4
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~:.,'."nl 1{ . 'n" District
DRAFT September 26, 1994
IMS Infrastructure ImproveOlents
EVOS Trustee Council Project #94199
Project Description & Supplemental Materials
system, mechanical, electrical, administrative offices, building security, maintenance and building
service areas. The design of the facility places the "back-of-house" spaces, such as life support, in
the below grade level of the building. The lobby and public services will be provided on the street
level and administration is planned to o~cur on the upper level.
Ufe Support System (LSS)
Introduction:
The seawater supply system for the facility comprises duplicate intake pipelines and intake structures;
a seawater intake wet well located within the building facility; a centrally located seawater supply
pump room above the wet well; and various sea\Vater supply distribution systems consisting of
pumps, piping, valves, fittings, filters where required, flow meters, operating controls, etc. Each
distribution system draws seawater from the wet well and supplies it to the respective research,
rehabilitation, and marine habitat facilities within the complex. (Figures 6-4 and 6-5).
The fresh water supply system for the facility comprises an intake well at a spring; pumps and piping
to carry the water to the facility; a storage tank; and various fresh water distribution systems
consisting of pumps, piping, valves, fittings, filters where required, flow meters, operating controls,
etc.
The following separate seawater supply distribution systems are included:
. Marine Mammal and Bird Habitats
· Marine Quarantine and Critical Care Facilities
. Research Tanks
. Wetlands
· Classroom
Each system will include at least two pumps (one to be redundant for emergency standby purposes)
and a single pipe distribution system feeding the respective tanks and/or pools. A separate
recirculation line will return a portion of the total system supply flow to the wet well; this will ensure
that the seawater in the piping distribution system will be constantly renewed. Filters to remove
particulate will be required on some of the systems. High rate pressure sand and gravel filters are
considered the most appropriate selection at this time.
The following statements describe the concept for the freshwater systems, seawater intake and supply
system and for the associated seawater and freshwater collection and disposal systems.
Freshwater System:
The freshwater system will supply 150 gallons per minute of high quality freshwater needed to
Schematic Design
Page 6.5
DRAFT September 26, 1994
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IMS Infrastructure lmproverpents
EVOS Trustee Council Project #94199
Project Description & Supplemental Materials
conduct salmonid culture and fish genetics research at the facility. A spring located approximately
2,500 feet from the project site on Lowell Point Road is the intended source for this system. This
source which currently is not being used, was previously used for many years to supply a fish
processing plant and efforts are underway to secure the rights to appropriate it for the facility.
Analysis of this water source indicates the quantity and quality are within acceptable ranges for the
ADF&G fish genetics needs.
The water would be collected in a shallow well and pumped to the facility via a pipeline buried along
Lowell Point Road. A storage tank at the facility will provide a reservoir for the distribution system.
Any pathogens will be removed by U. V. or ozone treatment. Fresh water will be distributed to the
wetlabs, tanks and raceways via pipes. A backup freshwater system will be provided using city water
with chlorine removal by activated carbon or sodium thiosulfate.
Seawater Intake System:
The intake structures for the seawater systems will be perforated pipes supported on concrete anchor
blocks to keep the intakes off of the sea bottom at a depth of approximately 250 feet. The number
of perforations will be calculated and detennined on the basis of the established final design flow and
on the criterion to keep the intake velocity less than 0.1 feet per second.
Each intake structure and pipeline will be designed for the full flow requirements of the facility. At
this time the flow is estimated to be between 4,500 and 5,000 gallons per minute. The second intake
line is for redundancy and will allow one line to be maintained while the other is in service. The
concept of two intakes provides the degree of reliability required for life support systems supplying
ongoing research work which can extend for years in duration.
The wet well is common to all of the seawater supply and distribution systems. It services as a
recirculation and monitoring chamber as well as an untreated (raW) seawater holding well. Because
it is readily accessible it provides on shore storage, settling and degassing of untreated seawater. If
both intake pipelines were to fail due to a seismic event, or some other event, temporary construction
pumps could be used to transfer seawater directly from a beach intake to the wet well. This wet well
concept therefore increases the reliability of the overall seawater intake and supply system.
As described above, each seawater supply distribution system then draws water from this wet well
and distributes it to the respective facilities.
Seawater Collection and DisDosal Systems:
Each seawater supply system will be augmented by seawater collection and disposal systems,
depending upon the specific use of the seawater in the respective systems.
Generally, the concept of disposing of used seawater is to discharge it into an outfall pipe which
tenninates below extreme low water at a depth of approximately 50 feet below low water.
Schematic Design
Page 6.6
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DRAFT September 26, 1994
IMS Infrastructure Improvements
EVOS Trustee Council Project #94199
Project Description & Supplemental Materials
Several categories of used seawater have been identified as follows:
Clean Waste Water:
This includes once through systems for research and rehabilitation facilities where untreated (raw)
or filtered seawater is supplied to a research or holding tank or poof. This waste water will be
discharged directly to the disposal system outfall without treatment. Some of this seawater may also
be directed or discharged through the tidal pool which is proposed for future constructi~n.
Contaminated Waste Water.
This includes once through systems as for clean waste for research and rehabilitation facilities but
where the waste water emanating from the holding and research tanks may be contaminated. This
waste water will be separately collected and discharged to a treatment facility which will disinfect,
dechlorinate, or otherwise treat the waste water prior to discharge to the main outfall.
Chlorinated Waste Water:
This includes overflow waste water from any marine mammal and/or sea bird habitat containing a
chlorine residual will be separately collected and discharged to a treatment facility prior to discharge
to the main outfall.
Filter Backwash Water.
All filter backwash water will be separately collected and will be discharged to the central treatment
facility, as for other contaminated wastes.
The following statements outline the anticipated quantities of waste or spent seawater and the type
of collection and disposal system (including waste treatment) required:
Freshwater Collection and DisDosal:
Generally the concept of disposing of used freshwater will be to mix it with the used seawater being
discharged to the outfall. As with the seawater intake, any fresh water potentially contaminated with
disease pathogens or chemicals will be treated with ozone prior to discharge.
Marine Mammals and Sea Birds:
Each marine mammal and sea bird habitat will employ a self-contained recirculating life support
system using high rate sand and gravel filters; biological filters where fish are held; and disinfection
facilities (ozone, chlorination or a combination of both).
The seawater make-up supply system to all of the habitats will have a capacity of 600 gallons per
minute. Because these habitats include underwater viewing, the seawater make-up flow will be
filtered using high rate sand and gravel filters.
Some ofthe overflow water from the habitats may be chlorinated (not greater than 0.5 ppm residual),
Schematic Design
Page 6.7
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DRAFT September 26, 1994
IMS Infrastructure Improvements
EVOS Trustee Council ProjecU94199
Project Description & Supplemental Materials
such as the seal and sea lion habitats. It is proposed that the chlorinated overflows will be treated
(with ozone) along with other wastes from the complex.
Overflow water which is not chlorinated or otherwise contaminated will be discharged to an outfall
sump, along with other waste discharges, and then to the outfall pipe. .
Marine Rehabilitation and Critical Care Facilities: ,
The seawater supply system to all holding tanks and pools will have a capacity of 1,000 gallons per
minute. The seawater supply will be unfiltered water.
The used or spent seawater from some of these tanks or pools, if considered contaminated by disease
pathogens or chemicals, will flow to the waste treatment facility prior to discharging to the outfall
sump and outfall.
Uncontaminated seawater emanating from these rehabilitation tanks and pools will discharge either
through the proposed tidal pool or directly to the outfall.
Research Tanks:
The seawater supply system to all research tanks will have a capacity of2,600 gallons per minute.
This supply will be unfiltered water.
As for the rehabilitations system, the used or spent seawater emanating from the tanks or holding
pools will be either treated, if contaminated, and then discharged to the outfall or discharged to the
proposed tidal pool or to the outfall directly if uncontaminated.
Wet Lab Areas:
The seawater supply system to all wet lab areas will have a capacitY of 200 gallons per minute. This
supply will include filtered and unfiltered water.
It is anticipated that waste water emanating from these areas may be contaminated and that all will
be separately collected and discharged through the waste seawater treatment facility, prior to
discharging into the outfall.
Seawater Outfall:
The seawater outfall system will comprise a main collection sump or manhole on shore and a 20-24
inch diameter outfall pipe with perforated diffuser structure at the discharge end. The diffuser
discharge structure will be located at a depth of approximately 50 feet to allow for mixing the warmer
and more biologicaIly active surface waters. A treatment system will remove solids, pathogens, and
residual chlorine to meet state water quality standards at the point of discharge.
Page 6.8
Schematic Design
.
-.
.
DRAFT September 26, 1994
1'..., :J~ '.' - - 6 /0
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IMS Infrastructure Improvements
EVOS Trustee Council Project 1194199
Project Description & Supplemental Materials
Exterior Building Design
The exterior finishes of the building will be in keeping with the status and mission of a marine
research and education institution. The rooffonns will be a combination of flat and sloped surfaces
and will be designed such that the views from downtown Seward to the bay will not be
inappropriately blocked. On August 3, 1994, the Seward Planning and Zoning Commission approved
a variance pennit which allows the maximum building height for the proposed project to exceed the
existing 34' liei~t limitation. The average height of the building will be 40 feet with limited portions
of the building at 48 feet above street level. The primary aesthetic feature of the complex will be the
integration oflocal architectural elements with the new habitat forms.
Through the use of materials and specific design elements the architectural character of the facility
will honor the context of the buildings on Railway Avenue. The visual line of the bus drop off canopy
will reflect the single story character of the older, possibly historic buildings across the street. Stucco,
natural or synthetic, may be used in specific locations, such as for the exterior finish of columns or
of the canopy itself, to reflect the use of materials similar to those on the surrounding buildings.
Architectural Systems
Floors:
The proposed floor system will consist of a concrete slab on grade for the basement and concrete
structural slabs for the first and second floors.
Finishes: Proposed floor finishes will balance the need for long wearing, durable products with
. aesthetics and desired flexibility of uses.
Wet Labs I Animal Treatment Areas - sealed concrete
Dry Labs and Work Areas - vinyl
Offices - carpet
Public Areas - carpet and tile
LSS / Mechanical / Electrical I Storage- sealed concrete
Janitorial / Support Areas - vinyl tile
~
The building will be framed with a combination of concrete and wood columns and beams. Wood
beams and trusses will be used where the structural system is exposed to the interior.
Exterior Walls: Concrete and masonry with a minimum ofR-30 insulation. Interior side of walls in
lab areas will be masonry with a polyurethene coating. - Interior side of other work areas will be
gypsum board with a final finish. Exterior side of walls will be predominately masonry with
architectural metal panels, wood trim, and stucco (natural or synthetic).
Schematic Design
Page 6.9
~ .. 1(r.~':';"":~J~:-PJ3-
':;'0 ~~ _. _ - ._.~ .........- .
DRAFT September 26, 1994
IMS Infrastructure Improvements
EVOS Trust.. Council Project #94199
Project Description & Supplemental Materials
Interior Partitions: Masonry interior partitions with a polyurethene coating in wet labs and animal
treatment areas and metal partitions with gypsum board facing throughout the remainder of the
building. Acoustical insulation will be provided as needed. Final finishes will include paint, wall
fabric, or tile as each space warrants. Special attention to the execution and finish in animal treatment
areas and research labs will be provided.
Roof and Ceiling Systems: .
Roofs: The proposed roof system will consist of a combination of metal roof finish on 'a plywood
deck for the sloped portions of the roof and an IRMA roof system on the flat portions of the roof.
Ceilings: Wet labs and animal treatment areas will be open to the underside of the concrete floor
framing above. Dry labs and research work areas OR the lower level will have either a lay-in tile or
gypsum board ceiling. Public spaces, library, classroom and offices on the upper level will be open
to the wood framing of the roof above.
Doors and Windows:
Exterior Doors: Doors will consist of a combination of metal and glass. Exterior doors for public
use will be glass (store front) with metal trim and be part of a glazed door and window system.
Doors for employees and research staffwill be painted or prefinished metal. Overhead garage doors
will be provided at the loading dock and wet labs. Corrosion resistance will guide final material
selections.
Interior Doors: Interior doors in public areas and for offices will be clear finished wood doors.
Research labs, storage areas and facility support areas will have painted metal doors.
Windows: All exterior windows will be low maintenance frames with insulated glazing units.
Windows used between interior spaces will be wood or metal frames with single safety glazing.
Translucent Wmdow System: An insulated translucent window panel system will be used to provide
additional natural lighting throughout the building.
Space Program Summary
The following Space Program Summary is the compilation of activity and facility requirements
identified in the Design Program Workbook and their anticipated square footage assignments for this
phase of design. The programming process will continue to develop during subsequent design
phases.
Schematic Design
Page 6.10
.
DRAFT September 26, 1994
IMS Infrastructure Improvements
JS Trustee Council Project #94199
Project Description & Supplemental Materials
INTERIOR
Area (sj)
EXTERIOR
Area (sj)
RESEARCH AND REHABIUTATlON COMPONENT
Marine Mammals: Research Habitats, Research Tanks, Pools,
Pens, Wet and Dry Labs, Mammal Quarantine, Offices, and
Storage 3,300
18,000
,
Marine Birds: Research Habitat, Research Tanks, Pools, Wet
and Dry Labs, Bird Quarantine, Offices, and Storage 1,875 4,200
Fish I Invertebrates: Outdoor Raceway, Tanks and Pools, Wet
and Dry Labs, Quarantine Lab, Offices and Storage 3,950 2,000
Monitoring and Research: the EVOS Restoration Library and
Ecological Modeling Program 2,500 0
Oceanography: Offices 375 0
. Veterinary I Husbandry & Support: Central Dry Lab, Clinic,
Quarantine, Food Services, Offices and Husbandry Work Areas 3,650 0
Research Component Service Areas: Staff Areas
and Storage 1,700 600
Research Component Subtotal 17,350 24,800
Efficiency @ 80% 4,337
SUBTOTAL 21,687 24,800
.
Schematic Design
Page 6.11
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IMS Infrastructure Improvements
S Trustee Council Project #94199
Project Description & Supplemental Materi.,ls
DRAFT September 26, 1994
EDUCATION COMPONENT
Exhibits: Marine Mammals, Marine Birds, Exhibits with
Research Interpretation
Education / Outreach Programs: Exhibit Development /
Interpretation, Offices and Classrooms
Lobby and Public Areas*: Entry, Lobby, Ticketing, Information,
Gift Shop / Bookstore, Auditorium, Coat Room, Restrooms and
Storage
Education Component Subtotal
Gallery / Circulation
SUBTOTAL
FACILITY SUPPORT REQUIREMENTS (shared spaces)
Administrative Areas: Administrative Offices, Conference
Room, Administrative Storage and Staff Areas
Life Support System / Mechanical and Electrical System
Building Security and Maintenance: Security / Receiving Office,
. Custodial, Workshop, Physical Plant / Maintenance and Building
Storage
Building Services: Loading Dock / Receiving Area / Holding and
Trash Storage
Facility Support Subtotal
Efficiency @ 80%
SUBTOTAL
TOTALS
Research and Rehabilitation Component
Education Component
Facility Support
INTERIOR
Area (sf)
5,000
1,600
8,500
15,100
10,800
25,900
2,275
16,810
1,675
600
21,360
5,340
26,700
Interior
21,687
25,900
26,700 .
74,287
EXTERIOR
Area (sf)
o
o.
,
o
o
o
o
o
o
o
o
o
o
o
Exterior
24,800
o
o
24,800
* The proposed auditorium and a portion of the programmed lobby have been designed as a
future phase of the project.
Schematic Design
Page 6.12
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APPENDIX 2
"
RESOLUTION
of the
Exxon Valdez Oil Spill Trustee Council
Research Infrastructure Improvements
affiliated with the
School of Fisheries and Ocean Sciences
Institute of Marine Science
in Seward, Alaska
WHEREAS, on January 31, 1994 the Trustee Council directed the Executive
Director to prepare a formal recommendation concerning the proposed
research infrastructure improvements affiliated with the Institute of Marine
Science in Seward (hereafter, "the facility") and specifically indicated that the
Executive Director should:
- take needed steps to secure compliance under the National
Environmental Policy Act (NEP A);
- consult with appropriate entities, including the University of
Alaska, the City of Seward, the Seward Association for the
Advancement of Marine Science and Trustee Agencies to review
the assumptions relating to the proposed improvements and capital
and operating budgets;
- develop an integrated funding approach which assures that the use
of trust funds is appropriate and legally permissible under the terms
of the Memorandum of Agreement and Consent Decree; and
- prepare a recommendation of the appropriate level of funding for
consideration by the Trustee Council that would be legally
permissible under terms of the Memorandum of Agreement and
Consent Decree; and
WHEREAS, since that time, the Trustee Council has been provided with
detailed briefings and informational updates that address the issues identified
in its January 31, 1994 directive to the Executive Director; and
WHEREAS, a detailed Project Description and Supplemental Materials
document dated September 26, 1994 has been prepared (hereafter Project
Description), the proposed project has been subjected to a full Environmental
Hoart "l (0 PMlE 8.3 c::;-
- -
'.... "1 i(ec ,,; 'I' [)j~trict
~
Impact Statement (EIS) review under NEP A, and on behalf of the Trustee
Council, the Department of the Interior has adopted a Record of Decision
(ROD) for the EIS which has been concurred in by the federal trustee
department and each of the State Trustees; and
WHEREAS, the Executive Director's Recommendation and Findings
Regarding Infrastructure Improvements Affiliated with the Institute of
Marine Science in Seward, Alaska has been prepared; and
WHEREAS, the Executive Director has reviewed the Project Description and,
together. with the Chief Scientist, finds that: ;
. the proposed facility improvements would provide needed research
infrastructure for conducting long-term marine mammal, seabird, and
fishery genetics research pertaining to species identified as injured by
the oil spill in order to effectively restore those injured resources and
that the facility has been designed to allow for adaptation to future
restoration research needs;
. the capabilities of other coastal research facilities in Alaska have been
assessed and that there are no existing facilities in Alaska to adequately
address the identified and anticipated restoration research needs;
. the proposed research facility will make an important contribution to
implementation of the ecosystem approach to restoration and that the
facility would playa vital role in making it possible to understand the
ecosystem relationships that may influence or control the recovery of
injured resources;
. investment of settlement funds in the proposed research infrastructure
would provide a needed facility for the Trustee Council restoration
mission in a cost-efficient manner reflecting a reasonable balance
between costs and benefits; and
WHEREAS, the Trustee Council's Public Advisory Group (PAG) has
reviewed the Project Description and formally expressed its support for the
facility at its October 13, 1994 meeting; and
WHEREAS, the Executive Director finds that a realistic construction plan for
the proposed facility has been developed that will provide for the successful
completion of the needed research facility within the budget identified (a copy
of the capital budget from the Project Description is provided as an
attachment);
THEREFORE BE IT RESOLVED, that the Trustee Council hereby concurs with
and adopts the findings of the Executive Director and authorizes funding for
.
.
.
~~G~ ~ (c _ 1'~~ <(?)3lp
Seward L<.~DbIIid
.,
the project in an amount up to $24,956,000 to support development of the
research components of the facility subject to the following provisions:
1. approval by the Executive Director of a detailed construction budget
and a detailed operating plan that reflects a realistic cash flow for the
successful construction and operation of the research facility;
2. approval by the Executive Director of an agreement to be entered into
by the State of Alaska (Alaska Department of Fish and Game) and the
City of Seward providing that the facility will be owned by the City and
that the City will provide for the operation and maintenance of the
facility for the practical life of the facility;
3. approval by the Executive Director of a showing by the City of Seward
that future mitigation measures identified for the construction and
operation of the facility will be given due consideration and
implemented to the extent practicable;
4. approval by the Executive Director of a detailed governing and
management structure for the facility that clearly identifies the role of
the University of Alaska in providing the scientific leadership at the
facility and ensures the facility is managed so that research activities
appropriately serve the Trustee Council's restoration mission; and
5. annual financial reports and project status reports will be submitted to
the Trustee Council by the City of Seward and the Executive Director
will carefully monitor the construction of the facility and provide
regular updates to the Trustee Council regarding the project's progress.
AND BE IT FURTHER RESOLVED, that it is the intent of the Trustee Council
that funds for the project be transferred from the civil settlement to the
Alaska Department of Fish and Game which shall, in turn, transfer capital
funds to the City of Seward in a manner that is appropriate and timely to
supplement the project funding previously appropriated by the Alaska State
Legislature. Subject to the provisions identified above, the Alaska
Department of Law and the Assistant Attorney General for the Environment
and Natural Resources Division of the U.S. Department of Justice are hereby
requested to petition the United States District Court for the District of Alaska
for withdrawals in an amount of $12,500,000 on September 15, 1995 and an
additional withdrawal of $12,456,000 on September IS, 1996 in accordance
with the funding approvals contained herein.
AND BE IT FURTHER RESOLVED, that in authorizing funding for this
project, the Trustee Council adopts the following policy: Consistent with this
facility's unique capabilities for marine mammal, seabird and fishery genetics
research, it is the policy of the Trustee Council to concentrate its EVOS-
1: .~. :-.~ , { n_ "m11,; frZ/l
J"......U.~~ .
"
funded laboratory research projects and resources at the. IMS facility to the
maximum extent practicable. Approval of individual laboratory research
projects, including the facilities at which they will be located, will be based on
the resources required for that project and its cost-effectiveness, including the
cost-savings available to the Trustee Council at the IMS facility as a result of
this capital investment.
Phil Janik, Regi a Forester
Alaska Region
USDA - Forest Service
bqe-~U.
G;;;;g;T:F;-a-;;pt~n,J;.~~si~;;fts-;~r-;tary
for Fish and Wildlife and Parks
U.S. Department of the Interior
--~--~--
Steve Pennoyer, Director
Alaska Region
National Marine Fisheries Service
~~~;;;~-
State of Alaska
_~~~~ih______
~ A. Sandor, Commissioner
Alaska Department of
Environmental Conservation
C~Ll::L___
Carl L. Rosier, Commissioner
Alaska Department of Fish & Game
adopted November 2, 1994
.
.
.
Capital Budget
.. ~~~ ?38
... ,'" _,ir J ' \
, . '''''_.~ ,.,,-..-,;:Uf~ \ .
~ .,-.., . ;.'...._ ~1I.-..i-.
........ ...~~. ~!t.;.IQt'.Tj! -
RESEARCH COMPONENT
1. MAIN BUILDING $9,815,000 $1,472,000 $981,000 $981,000 $196,000 $13,445,000
2.. HABITAT $8,204,000 $1,230,000 $820,000 $820,000 $164,000 $11.238,000
3. UFE SUPPORT $4,108,000 $616.000 $411,000 $411,000 $82.000 $5.628,000
4. SITE DEVaOPMENT $2.319,000 $348,000 $232,000 $232,000 $47,000 $3,178,000
5. FF & EQUIPMENT $2,560,000 $384,000 $256,000 $256,000 $51,000 ; $3,507,000
. I I I
$27.006,000 I $4,050,000 $2,700,000 $2,700,000 $540,000 $36,996,000
EDUCATION COMPONENT
1. MAIN BUILDING $5,713,000 I $857,000 $571,000 $571,000 $114,000 $7,826,000
i
2. HABITAT . $1,017,000 : $153,000 $102,000 $102,000 $20,000 $1,394,000
(
3. LIFE SUPPORT I $175,000 \ $26,000 $18,000 $18.000 $4,000 $241,000
I
,
4. SITE DEVaOPMENT $420.000 i $63,000 $42.000 $42.000 $8,000 $575,000
! I
,
5. FF & EQUIPMENT $309,000 : $47,000 $31,000 $31,000 $6.000 $424,000
i
$7,634.000 i $1.146,000 $764,000 $764,000 $152,000 $10.460,000
TOTAL PROJECT !
i . $1.553,000 $1,553,000
1. MAIN BUILDING 1$15.528,000 : $2,329,000 $310,000 $21,273,000
I ,
,
2.. HABITAT I $9.221.000 : $1.383,000 $922,000 $922,000 I $184.000 $12,632,000
i I
3. LIFE SUPPORT ! 54,283.000 ' $643.000 $428,000 . $428,000 $86.000 55.868.000
I -I
4. SITE DEVELOPMENT I $2,739,000 $411,000 ' $274.000 $274,000 $55,000 $3,753,000
!
5. FF & EQUIPMENT $2.869.000 ' $430.000 5287,000 I $287,000 $57.000 $3.930,000
~$34'640.ooo ' SS.196,000 I $3.464,000 $3,464,000 I $692.000 547,456,000
i . I I I
Capital Budget
IMS Infrastructure Improvements
EVOS Trustee Council Project #94199
Draft - September 15, 1994
Figure 9-1
Appendix 3
I
1(' '~.B:
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~~!!-B 39
.. ,
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e Fie" _ Game
- STATE vr ALASKA
DMeIon of HUlllatend Ree~
Depanment of Fish and Game m RapIIeny Road "
Payment Reque.t Form Ancftonge, AlUU II.tl-,...
~: (107121T.2~
Fu: (9071 :WI.1723
Contractor Name and Address: Agreement Numller: Payment Request for Penocl:
COOP.95.045
City of Seward
P.O. Box 167 Request Number: From: To:
Seward. AK 99664
Contractor Cash Flow Summary
A. Projected Expenditures Last Period ..............................
;
Actual Expenditures Last Period .............................. (Column 3_1
Under (Over) Projected ..............................
B. Projected Expenditures This Period .............................. (ColuIm a_.
Adjusted tor Under (Over) Last Period ..............................
Payment This Period . ..............................
Expenditures by Une Item I
1 2 3 4 5 6 7 .
WllA Budgeted Previously Actuals Cumulative Balance Project Exp Projected Balance
Reported Actuals Last Period Actuals (CoI1-CoI4) This Period (CoI 5 . Col 6) ,
Construct
Design
Project
Adm/PM
EIS/Plan
Confency
TOTAL
I certify that to the best of my knowledge and belief. the information to support this payment request is made in accordance with
the contract agreement conditions and the expenditure estimates are reasonable and not previously reported.
Signature of Requestor
Name:
Date of Request
rdle:
I'~-~-
Payment APpraved and AulIIDIized lIy
Tille:
Data:
!-
Attach comments on separate sh","'t as necessary.
.
.
.
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COOP-95-045
Page I
Appendix 8
INDEMNIFICA nON
A.
As between ADF&G, the Trustee Council, the Executive Director, the State of Alaska,
and the United States and their officers, agents and employees (for the purposes of
Appendices 8 and 9 hereinafter referred to as the "Indemnified Parties" or the
"Indemnified Party"), the City agrees to assume all responsibility, risk, and liability for
maintenance and operation, including construction, and day-to-day control of the Property
and the Facility subject to and during the construction period and the term of this
Agreement. The City shall defend, indemnify, and hold harmless the Indemnified Parties
from and against any and all suits, claims, actions, losses costs, penalties, and damages
(of whatever kind or nature, including attorneys fees and litigation costs) arising in favor
of governmental agencies or third parties (including employees of the parties) on account
of personal injuries, death, nuisance, or property damage arising out of, in connection
with, or incident to the construction, operation, use of, or contact with the Property or the
Facility. The Indemnified Parties may tender such cause of action, lawsuit, or other
proceeding brought against the Indemnified Parties to the City and such tender shall
immediately be accepted by the City. Any attorney's fees or costs incurred by the
Indemnified Parties prior to such tender of defense shall be the complete and sole
responsibility, without limitation, of the City. This indemnification shall survive beyond
the term of this Agreement. The indemnification of the Indemnified Parties by the City
shall include any condition or incident which shall have arisen since the City's initial use
of the Property. However this provision has no effect, if but only if, the sole proximate
cause of the of the injury or damage is due to the sole negligence of the Indemnified
Parties or if the injury or damage occurs following takeover of the Facility by ADF&G
pursuant to paragraph III. U. of the Agreement. Indemnification related to hazardous
substances shall not exceed the terms and conditions set forth in paragraph C. of
Appendix 8.
Any Indemnified Party shall in a timely fashion notify the City in writing of any incident,
and the commencement of any action against such Indemnified Party, in respect of which
indemnification may be sought against the City. The Indemnified Party shall cooperate
with the City in defending the claim and assist the City in recovering any award for
subrogation, contribution or indemnity against any third person that may arise from the
claim. After notice from the City to an Indemnified Party of an election to assume its
defense without reservation, the City and the Indemnified Party will have the following
rights and obligations with respect to the defense: the City will not be liable to the
Indemnified Party for any legal or other expense subsequently incurred by the Indemnified
Party in connection with the defense; the City shall have the sole right to control the
defense and settlement of the claim; defense of the claim shall be provided by an attorney
designated by the City to represent the City with respect to the claim, provided that where
a conflict of interest between the City and the Indemnified Party would cause the
representation to violate the applicable rules of professional conduct, the Indemnified
Icr;.T
~~_=~ <qy-.l
".:t"'~._nl
"
COOP-9S-04S
Page 2
Party may select other counsel subject to the City's. reasonable approval; and the City
may, in its sole discretion, and without the consent or participation of the Indemnified
Party, compromise or settle the claim on any terms that impose no legal or financial
obligation upon the Indemnified Party.
The City shall require that all indemnities obtained from all contractors and subcontractors
on the Property be extended to include the Indemnified Parties as additional named
indemnitees. The City shall further require that the Indemnified Parties be named as
additional insureds on all insurance policies taken out and maintained by all; contractors
and subcontractors under their contracts with the City, or that an appropriate waiver of
subrogation in favor of the Indemnified Parties be obtained with respect to all insurance
policies to effect the same purpose.
B. The City certifies to the State and agrees as follows:
1. The City has no knowledge after due investigation (as defined below) of (i) the
presence of any Hazardous Substances (as defined below) or (ii) any spills,
releases, discharges, or disposal of Hazardous Substances that have occurred or are
presently occurring on or onto the Property that would preclude the construction
of or safe operation of the Facility on the Property. "Due Investigation" means
an on-site inspection by a representative or agent of the City, a historical review
of prior uses of the Property and discussions with pertinent officials of the relevant
local, State, and federal environmental agencies having jurisdiction over the
Property (and review of the files. if any, of such agencies, as may be reasonably
practicable in view of any findings at the Property or other investigative activities)
regarding the presence of Hazardous Substances on the Property. "Hazardous
Substances" means any substance:
(i) the presence of which requires investigation or remediation under any
federal, state or local statute, regulation, ordinance, order, action, policy or
common law; or
(ii) which is or becomes defined as a "hazardous waste," "hazardous
substance," poll utant or contaminant under any federal, state or local statute,
regulation, rule or ordinance or amendments thereto including. without limitation,
the Comprehensive Environmental Response, Compensation and Liability Act (42
U.S.C. section 9601 et seq.) and/or the Resource Conservation and Recovery Act
(42 U.S.c. section 6901 et seq.) and/or AS 46.03.826(5); or
(iii) which is toxic, explosive, corrosive, flammable, infectious, radioactive,
carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by
any governmental authority, agency, department. commission, board. agency or
instrumentality of the United States, the State of Alaska or any political
subdivision thereof; or
.
.
.
SC~':...:... ~(lJp.ASR R 4 2--
~.-..... w ~ ~Di.;tric~
,
COOP-9S-04S
Page 3
(iv) the presence of which on the Property causes or threatens to cause a
nuisance on the Property or to adjacent properties or poses or threatens to pose a
hazard to the health or safety of persons on or about the Property; or
(v) the presence of which on adjacent properties could constitute a trespass by
the City; or
(vi) without limitation which contains gasoline, diesel fuel or other petroleum
hydrocarbons; or
(vii) without limitation which contains polychlorinated bipheynols (PCBs),
asbestos or urea formaldehyde foam insulation.
2. In connection with the operation and use of the Property, the City represents for
itself, its agents and assigns, that, as of the date of this Agreement, the City has
no knowledge after Due Investigation of any failure to comply with all applicable
municipal, State, and federal environmental laws, regulations, ordinances, and
administrative and judicial orders relating to the generation, recycling, reuse, sale,
storage, handling, transport, and disposal of any Hazardous Substances.
3.
The City represents and warrants to the State that the City has duly investigated
the present and past uses of the Property and has made due inquiry of the
appropriate governmental agencies and offices having jurisdiction over the
Property, as to whether the Property is or has been a site or any property in the
immediate vicinity of the Property is or has been the site of storage of, or
contamination by any Hazardous Substances. Prior to any payment under
paragraph III.B. of the Agreement, the City shall provide ADF&G with a summary
of the City's investigations and copies of all inquiries and responses.
4. The City represents and warrants to the State that the City has given no release
or waiver of liability that would waive or impair any claim based on Hazardous
Substances to a previous owner of the Property or to any party who may be
potentially responsible for the presence of Hazardous Substances on the Property,
and that the City has made no promises of indemnification regarding Hazardous
Substances to any party, except for such promises made this date to the State.
S.
The City agrees to immediately notify the appropriate federal and State authorities
as well as ADF&G if the City becomes aware of (i) any Hazardous Substances or
other environmental problem or liability with respect to the Property, or (ii) any
lien, action, or notice resulting from violation of any of the laws, regulations,
ordinances or administrative or judicial orders. At the City's own cost, the City
shall take all actions which are necessary or desirable to clean up any and all
Hazardous Substances affecting the Property, including removal, containment, or
any other remedial action required by applicable governmental authorities.
BD" ,....:-1( ()_~.J.if:1!..~
"eo.. :.L.... I --;;t;;g ~ .
,
COOP-9S-04S
Page 4
C. The City shall indemnify, defend, and hold the' Indemnified Parties harmless from and
against any and all claims, demands, damages, losses, liens, costs, and expenses (including
attorneys' fees and disbursements), which accrue to or are incurred by the Indemnified
Parties on or after the date of this Agreement, and arise directly or indirectly from or out
of, or are in any way connected with: (i) the inaccuracy of the certifications contained
in this Agreement, (ii) any activities on the Property during the City's ownership,
possession, or control of the Property which directly or indirectly resulted in the Property
becoming contaminated with Hazardous Substances; (iii) the discovery of Hazardous
Subs~ances on the Property deposited during or prior to the ownership, possession, or
control of the Property by the City; and (iv) the cleanup of Hazardous Substances to or
from the Property. As between the Indemnified Parties and the City. the City
acknowledges that the City shall be solely responsible for all costs and expenses relating
to the cleanup of Hazardous Substances from the Property. This paragraph shall not serve
to relieve the Indemnified Parties of liability for events arising prior to the execution of
this Agreement. This indemnification shall survive beyond the term of this Agreement.
This indemnification shall not apply if the Property is contaminated with Hazardous
Substances following takeover of the Facility by ADF&G pursuant to paragraph m.u. of
the Agreement.
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COOP-95-045
Page I
Appendix 9
INSURANCE SOIEDULE
A. The City shall procure and maintain, in full force and effect, during the time of the
performance of the services provided for in this Agreement the following policies of
insurance written with responsible insurance companies authorized by the State of Alaska
Written evidence in the form of a Certificate(s) of Insurance (or certified copies of the
polici~s, if requested) shall be provided. Said certificates shall provide thirtY (30) days
advance written notice by certified mail be given to the State before any cancellarion or
material change in coverage. Failure to provide said certificates or lapse of the policies
is a material breach of the Agreement.
The requirements for insurance coverages of the kinds and with the limits stated in this
section shall not be construed as a representation that such insurance coverage is adequate
or limits the City's liability.
Required insurance is subject to review and adjustment by the State of Alaska,
Department of Administration, Division of Risk Management, (hereinafter referred to as
"Division of Risk Management") which may require reasonable changes based on changes
of risk. The City shall be provided with a written explanation for any change and may
appeal any requested change.
It is specifically agreed between the Parties hereto that it is not intended by any of the
provisions of this Agreement to create in the public or any member thereof a third party
beneficiary hereunder, or to authorize anyone not a party to this Agreement to maintain
a suit for personal injuries or property damage pursuant to the terms or provisions of this
Agreement.
If one or more of the required insurance coverages is not available under reasonable terms
and conditions, the City shall, under the guidance and direction of the Division of Risk
Management use its best efforts to obtain reasonably equivalent coverage acceptable to
the State.
If, after utilizing its best efforts, the City is unable to obtain adequate insurance at a cost
effective rate, as reasonably determined by the City, the City may request a waiver of the
relevant insurance requirement. The request shall outline the steps taken by the City to
obtain such insurance and shall disclose quotations received for coverage. Upon the
written determination of the Division of Risk Management that a reasonable basis exists
to believe that a waiver of such insurance will not materially affect the State's risk with
regard to the Project or any activities in, on or around the Alaska Sealife Center, the State
will approve the requested waiver.
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COOP-95-045 Page 2
I. Commercial General Liability insurance:With.a combined single limit of not less
than five million dollars ($5,000,000.00) per occurrence/annual aggregate, which
shall include, but not be limited to:
Premises and operations
Independent Contractors
Products/Completed Operations
Owners and Contractors Protective
Contractual including the indemnification provisions in Appendix 8.
This insurance shall protect against claims which may arise out of, or result from
operations on or away from the Property whether such operations be conducted
by the City or by their contractors, or subcontractors or by anyone directly or
indirectly employed by either of them, or by anyone for whose acts any of them
may be liable. This insurance shall be considered to be primary of any other
insurance carried by the Indemnified Parties through self insurance or otherwise.
This insurance shall also contain a "cross liability" or "severability of interest"
clause or endorsement. The Indemnified Parties shall be named as additional
insured.
2. Auto Liability with a combined single limit of not less than five million dollars
($5,000,000.00) per occurrence/annual aggregate, which shall include, but not be
limited to: All Owned, Non-owned and Hired vehicles while used both on and
away from the Property.
This insurance shall be considered to be primary of any other insurance carried by
the Indemnified Parties through self insurance or otherwise. This insurance shall
also contain a "cross liability" or "severability of interest" clause or endorsement.
The Indemnified Parties shall be named as additional insured.
3. Statutory Alaska Workers' Comoensation. as well as Emolover's Liability
Insurance with a limit of not less than one million dollars ($1,000,000.00) in
cOmpliance with the laws of the State, and, where applicable, insurance which
complies with any other statutory obligations, whether federal or State, pertaining
to the compensation ofinjured employees, and including Voluntary Compensation.
The Worker's Compensation Insurance shall contain a waiver of subrogation clause
in favor of the Indemnified Parties.
4.. All Risk Prooertv Insurance. (including earthquake and flood) including business
interruption, on the buildings, and equipment forming part of or otherwise
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