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HomeMy WebLinkAboutRes1997-188 . I . . Sponsored by: Gifford CITY OF SEWARD, ALASKA RESOLUTION NO. 97-188 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, APPROVING AN OPERATIONS CONTRACT WITH THE ALASKA DEPARTMENT OF FISH AND GAME FOR THE CITY OF SEWARD TO OPERATE THE SEWARD MARICUL TURE RESEARCH CENTER AND SHELLFISH HATCHERY, AND APPROVING AN ASSIGN- MENT OF THE OPERATIONS CONTRACT BY THE CITY OF SEWARD TO QUTEKCAK NATIVE TRIBE WHEREAS, the City is the owner of certain real property located in the Seward Recording District, Third Judicial District, City of Seward, State of Alaska (the "Property"), more particularly described as: All of Tract One (1), City of Seward Waterfront Tracts, as shown on the survey of same pre- pared by Hewitt V. Lounsbury and Associates, dated September 1, 1969; and WHEREAS, the City, as lessor, has leased the Property to the University of Alaska (the "University") as lessee, for the term from July 1, 1970 through June 30,2069, under the conditions of that certain lease agreement dated March 7, 1991, as reflected by the Lease Memorandum recorded April 8, 1991, at Book 60, Page 776, Seward Recording District, Third Judicial District, State of Alaska (the "Lease"); and WHEREAS, the University uses the Property for the University of Alaska Fairbanks School of Fisheries and Ocean Sciences, Institute of Marine Science, Seward Marine Center; and WHEREAS, the need for a research facility and shellfish hatchery in Alaska was identified and the Chugach Regional Resources Commission proposed building a Mariculture Production Facility ("MPF") to produce seed stocks for Alaska aquatic farms and the Alaska Department of Fish and Game (the "ADF&G") proposed building a Mariculture Technical Center ("MTC") to focus on research in Seward; and WHEREAS, under a certain sublease dated October 2, 1995 (the "Sublease"), the City consented to the University's sublease of a portion of the Property (the "Site", as defined in the Sublease) to the ADF&G to construct, operate, and maintain the MPF and MTC; and WHEREAS, the MPF and MTC were constructed on the Site, and ADF&G now seeks an operator for the MPF who will assume all responsibilities and operations for not only the MPF but also the maintenance of the MTC while producing high quality spat and aquatic plant seed stocks for the Alaska mariculture industry; and WHEREAS, ADF&G intends to contract with the City to operate the Site covered by the Sublease, including the MPF and MTC and all ponds, parking areas, structures, and land on or appurtenant to the Site (collectively, the "Facility"); and WHEREAS, ADF&G is permitted to contract with the City under the authority in AS 36.30.850(c) and agrees to enter into an operations contract with the City (hereinafter "Operations Contract"); and WHEREAS, under Charter Section 12.1, the power to authorize the making of contracts on behalf of the City is vested in the City Council; and WHEREAS, pursuant to Resolution No. 97-113, the City has negotiated an Operations Contract with ADF&G and an assignment of the Operations Contract to QNT; and WHEREAS, the City desires to assist in the development of Alaska's mariculture industry and facilitate the operation of the MPF by, in turn, assigning the Operations Contract to Qutekcak Native Tribe ("QNT"), a non-profit corporation located in Seward, Alaska. QNT has been a significant promoter of such a mariculture facility in Seward. The City has determined that assigning the Operations Contract to QNT to operate the Facility is in the public interest and will serve a public purpose by assisting shellfish research and development of the shellfish farming industry in Alaska and promoting jobs and economic development locally. The Facility will also complement the adjacent SeaLife Center by providing additional research and educational opportunities in Seward; and WHEREAS, the City is willing to enter into Operations Contract with ADF&G and, in turn, assign and subcontract such agreement to QNT, for the operation of the Facility; provided, however, that QNT agrees as the assignee and the operator, to fully assume, perform and discharge all requirements and obligations, financial or otherwise, imposed on the City through the Operations Contract; and WHEREAS, QNT further agrees to comply with all terms of the Lease and Sublease relating to the underlying land supporting the Facility; and 2 . I WHEREAS, the essential terms and conditions of the Operations Contract and the assignment and subcontracting of the Operations Contract include: 1. Parties. The City is the Contractor under an Operations Contract between ADF&G and the City. Qutekcak Native Tribe is the City's assignee of the Operations Contract between ADF&G and the City; 2. Term. The Operations Contract has an initial term of less than five (5) years. The Operations Contract is subject to the terms of the Lease and Sublease relating to the underlying ground, and QNT agrees to comply with the Lease and Sublease terms; 3. Rent. The City is not paying rent or any other fees to ADF&G under the Operations Contract between ADF&G and the City. QNT is not paying rent or any other fees to the City under the assignment between the City and QNT. QNT agrees to reimburse the City for its administration costs and legal fees relating to the Operations Contract and the assignment of the Operations Contract to QNT. QNT shall also indemnify the City for any losses or liabilities under these agreements; 4. Other Covenants. QNT shall provide a performance bond, cash deposit or other surety in favor of the City in an amount sufficient to cover operations of the Facility, including mothballing the Facility or six (6) months operations on notice of termination of the Operations Contract by ADF&G or the City and otherwise containing terms satisfactory to the City. (a) QNT shall provide assurances satisfactory to the City that it possesses sufficient technical and financial resources to comply with the terms of the assignment of the Operations Contract. (b) QNT shall assume and agree to perform on behalf of the City all obligations, duties, and responsibilities of the City under the Operations Contract with ADF&G; and (c) QNT shall pay all operational costs, maintenance expenses, and insurance expenses for the Facility; and WHEREAS, the City may contract for services and while the nature of the Operations Contract and the assignment of that contract is such that it does not invoke the City's procurement ordinances, to the extent it may be contended that Title 6-Purchasing. Contracts and Professional Services may apply, the City Council hereby invokes Ordinance Section 6.10.130 and determines that the public interest would be best served by not requiring competitive bids or proposals; and this resolution and the statements contained herein, together with the statements of council members contained in the 3 minutes of any council meetings discussing this matter, shall serve as the City Council's written findings that competitive bid proposals relating to the Operations Contract and its assignment would not be in the public interest. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, that: Section 1, The City finds that the transactions described in this Resolution constitute a public purpose and that the public interest will be served by the City acquiring a right to operate the Facility under the Operations Contract and assigning the Operations Contract to aNT, a local non-profit corporation, to assist shellfish research and develop- ment of the shellfish industry in Alaska and to promote jobs and economic development locally. The City also finds that the Facility will complement the adjacent SeaLife Center by providing additional research and educational opportunities in Seward. Section 2. The City Council has reviewed information presented to it and taken testimony at a public hearing and the City Council determines and finds that the public interest would be best served by not requiring competitive bids or proposals relating to the City's Operations Contract with ADF&G and the assignment of that contract to aNT for the following reasons: (1) aNT is a non-profit corporation with its offices located in Seward, Alaska; (2) aNT was a significant promoter of the development of a mariculture facility in Seward and such facility was eventually funded and constructed in Seward; (3) aNT is currently operating a smaller shellfish hatchery in Seward and has gained important experience relating to shellfish hatchery operations in Alaska and particularly in Seward, Alaska; (4) aNT can reasonably be expected use the experience it has gained to successfully run the larger facility; (5) There is no other shellfish hatchery operator with significant Alaska experience for the operation of such a shellfish hatchery in Seward, Alaska; (6) The City Council desires to promote economic development, including the shellfish farming industry in Alaska, including areas near Seward: (7) The local operation of the Facility will complement the adjacent SeaLife Center which the City has also supported; (8) Because the City is not making payments to ADF&G for the rights under the Operations Contract and is not receiving payments from aNT under the 4 . I r . assignment of the Operations Contract, achieving the lowest reasonable price does not apply; and (9) QNT has agreed to (a) reimburse the City for any administrative and legal costs it incurs relating to the Operations Contract; (b) to indemnify and hold harmless the City for any liabilities resulting from QNT's use of the Facility; and (c) Operations Contract. to provide a bond or surety to guarantee performance of the Section 3. The Operations Contract and the assignment of the Operations Contract, copies of which are attached as Exhibit A and B hereto and incorporated by reference, are hereby approved in substantially the forms contained in said Exhibits, and the City Manager is authorized to sign the Operations Contract and the assignment of the Operations Contract in such forms on behalf of the City of Seward. The City Manager may, after consultation with the City Attorney, authorize such changes in the Operations Contract and the assignment of the Operations Contract which do not materially change the terms of the transaction but which may be necessary to finalize the Operations Contract and the assignment of the Operations Contract as necessary to protect the City's interests, The City Manager is also authorized to agree to and sign such other documents on behalf of the City as are necessary or desirable to complete the transaction involving the Operations Contract and the assignment of the Operations Contract. Section 4. The effectiveness of the Operations Contract and the assignment of the Operations Contract shall each be conditioned upon: (1) the execution and delivery of the other; (2) proof of cash deposit, bond or other surety in an amount sufficient to cover operations of the Facility including mothballing the Facility or six (6) months operation on notice of termination of the Operations Contract by ADF&G or the City and otherwise containing terms satisfactory to the City; (3) University consent to the Operations Contract; (4) QNT's receipt of all permits required to operate the Facility; (5) proof that QNT has all insurance in place as required by the assignment of the Operations Contract; 5 (6) proof, satisfactory to the City, that QNT possesses sufficient financial and technical resources to fully and effectively perform its obligations and comply with the terms of the assignment of the Operations Contract; and (7) ADF&G approval of steps to comprise the Mothball Plan. Section 5. This resolution shall take effect immediately. PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 8th day of December, 1997. AYES: NOES: ABSENT: ABSTAIN: Clark, King, Orr, Satin None Callahan, Gage Blatchford ATTEST: p~~ Citxi:l~ik ,....:~.::. .', ~,~~ ,; ~f":: ~:~ ~.~)~i,,,~"~ G r;:: U~-::;:.~ ~ ~ \~ . (([ity SeAl) .-''- () .... \~ 'l <I ". ' ""( ~ 0 ..J ~; : c. ~: ':~ 'I ('I). ~!;I..,,, ..,.. .. S.l , .- . . r.,!;} .,. ~~ : to.:, , .. " ~" '\ e<>~ ~/. ~t'1.~... ~ ;~f ',) rC" ~ (b,r-. '\ ~~." ~ /.., '::.:;.; ':1<~);~~~:~;\~~~~~:::'. 6