HomeMy WebLinkAbout03132006 City Council Packet
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MARCH 1$, 2006
City Council Chambers
Beginning at 7:30 p.m.
The City of Seward, Alaska
;
City Council Meeting
March 13, 2006
7:30 p.m.
Council Chambers
Willard E. Dunham
Vice Mayor
Term Expires 2006
1.
2.
3.
4.
Call to order
Pledge of allegiance
Roll call
Special orders, presentations and reports
Vanta Shafer
Mayor
Term Expires 2007
A. Proclamations and Awards
Robert Valdatta
Council Member
Term Expires 2007
1. Recognition of Officer Matthew Armstrong for
receiving the Alaska Police Standards Council's
Basic Certification
Robert Thomas
Council Member
Term Expires 2007
Steve Schafer
Council Member
Term Expires 2007
B. Borough Assembly Report
C. City Manager's Report
D. City Attorney report
E. Other Reports, Announcements and Presentations
Jean Bardarson
Council Member
Term Expires 2006
5. Citizens' comments on any subject except those
items scheduled for public hearing. [Those who
have signed in will be given the first opportunity to
speak. Time is limited to 2 minutes per speaker and 30
minutes total time for this agenda item.]
Dorene M. Lorenz
Council Member
Term Expires 2006
Clark Corbridge
City Manager
6.
Approval of agenda and consent agenda [Approval of
Consent Agenda passes all routine items indicated by
asterisk ("). Consent Agenda items are not considered
separately unless a council member so requests. In the
event of such a request, the item is returned to the Regular
Agenda]
Jean Lewis
City Clerk
Brad Meyen
Cheryl Brooking
City Attorney
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City of Seward, Alaska
March 13. 2006
Council Agenda
Page 1
7. Public Hearings - None
8. Unfinished business - None
9. New Business
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A. Ordinances for Introduction
*1. Ordinance 2006-02. Amending Seward City Code Section 2.30.310 -2.30.330,
Changing The Number Of Members On The Port And Commerce Advisory Board From.
Nine To Seven, And Establishing A Quorum Of Four Members.........................Pg 4
B. Resolution
* 1. Resolution 2006-20. accepting a grant from the State of Alaska for drug forfeitures in
the amount of $2,073.11 and appropriating funds to the Police Department budget to be
used for drug training, investigation and equipment........... ..... .................. .... ..Pg 8
*2. Resolution 2006-21. amending Rule 22 of the City Council Rules of Procedures to
reflect exclusion of elected officials from the Public Employees' Retirement System of
Alaska (PERS)................................................................................ .Pg 10
3. Resolution 2006-22. authorizing the city manager to enter into a contract with Kumin
Associates Inc. to provide professional design services for the design of the Ocean Front
Pavilion(s) and appropriating an amount notto exceed $36,800.00................. ..Pg 15
4. Resolution 2006-23. authorizing the City Manager to enter into a new agreement for
the sale and purchase of Electric Power and energy with Chugach Electric Association,
Incorporated...;..................................................................... ....... ...Pg 27
5. Resolution 2006-24. establishing a new Internal Service Fund for the purpose of
accumulating cash to pay employee compensated absence liabilities and appropriating
funds......................................................................................... ...Pg 73
6. Resolution 2006-25. a resolution in support of the Alaska State Hospital and Nursing
Home Association (ASHNHA) and the Alaska Small Hospital Performance Improvement
Network's (ASHPIN) efforts to seek Legislative funding for the Alaska Rural Telehealth
Network project............................................................................. .Pg 77
7. Resolution 2006-26. accepting an in-kind grant from the Community Solutions Group
with an estimated .value of $125,000, authorizing execution of a technical services
agreement, and appropriating $22,250 for the purposes of implementing the Green
Housee Project..... ...................................... ......... .... ... .. . ............... ..Pg 80
8. Resolution 2006-27. approving emergency purchases in the amount of $1.1 million
resulting from a significant avalanche event on February 11, 2006 and appropriating
funds......................................................................................... .Pg 95
9. Resolution 2006-28. providing for the issuance of Long Term Care Facility revenue
bonds of the city in the principal amount of not to exceed $27,000,000 for the purpose of
City of Seward, Alaska
March 13, 2006
Council Agenda
Page 2
providing amounts to fmance, design, acquire, construct and equip a Long Term Care
Facility in the city and to do all things necessarily incidental thereto, fixing certain
covenants and protective provisions safegUarding the payment of the principal of and
interest on said bonds, providing that additional long term care facility revenue bonds
may be issued on a parity with such bonds upon compliance with certain conditions, and
fixing certain details of the bonds............. ........................................... ...Pg 99
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B. Other New Business Items
*1. Approve the February 13, 2006 regular meeting city council minutes........ ....Pg 120
2. Discussion on setting a travel date for follow-up travel to the Alaska Legislature in
April (Valdatta).
3. Discussion whether Seward should institute its own tobacco tax (Valdatta).. ....Pg 127
10. Informational items and reports (No action required)
A. Providence Seward Medical Center 2006 financial statements.................... .Pg 130
11. Council comments
12. Citizens' comments [5 minutes per individual- Each individual has one opportunity to
speak.]
13. Council and administration response to citizens' comment
14. Executive Sessions
A. Go into executive session to discuss the City Attorney, City Clerk and
City Manager evaluations.
15. Adjournment
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City of Seward. Alaska
March 13, 2006
Council Agenda
Page 3
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Sponsored by: Corbridge
Introduction: March 13, 2006
Public Hearing: March 28, 2006
Enactment: March 28, 2006
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CITY OF SEWARD, ALASKA
ORDINANCE 2006-02
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SEWARD
ALASKA, AMENDING SEWARD CITY CODE SECTION 2.30.310-
2.30.330, CHANGING THE NUMBER OF MEMBERS ON THE PORT
AND COMMERCE ADVISORY BOARD FROM NINE TO SEVEN, AND
ESTABLISIDNG A QUORUM OF FOUR MEMBERS
WHEREAS, a reorganization of boards and commissions has been proposed, drafted and
are presently being reviewed; and
WHEREAS, the Port and Commerce Advisory Board currently has three vacancies on
its board; and
WHEREAS, the city council agrees the number of members on this board should be
reduced to seven; and
WHEREAS, this would change the number that constitutes a quorum from five to four;
and
WHEREAS, this ordinance is supported and recommended by the Port and Commerce
Advisory Board; and #
WHEREAS, this change is necessary for the Port and Commerce Advisory Board to
conduct business.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, HEREBY ORDAINS that:
Section 1. Seward City Code Section 2.30.310 is hereby amended as follows:
StrilEesat - delete Bold italics = new
Article 3. Port and Commerce Advisory Board
2.30.310. Established.
(a) The port and commerce advisory board is hereby created, consisting of ftiBe seven
residents of the City of Seward or surrounding areas, and who shall be appointed by the
council. If there is more than one applicant for the position, the council shall appoint by
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" CITY OF SEWARD, ALASKA
ORDINANCE 2006-02
(b) ballot voting. Applicants must receive at least four votes in order to be appointed. No
officer or employee of the city may be appointed a member of the board.
(c) A chairman of the board shall be selected annually by the appointed members.
(d) The city manager will appoint a city employee to serve as an ex officio member of the
board who shall have the privilege of the floor but not the right to vote.
(Ord. 512, 1982; Ord. 553, ~1, 2,1986; Ord. 93-23; Ord. 2000-13, ~ 2, 2000)
Section 2. Seward City Code Section 2.30.320 is hereby amended as follows:
Strikeaat delete Bold italics = new
2.30.320. Meetings and quorum.
(a) The board will meet at a time and place to be designated by the board.
(b) Fiye Four members of the board shall constitute a quorum for the transaction of
business except that, in the absence of a quorum, any number less than a quorum may
adjourn the meeting to a later date. The affirmative votes of at least a majority of those
board members present shall be required for any action.
( c) All meetings and records of the board shall be open to the public. The board shall keep
minutes of proceedings showing the vote of each member upon each question and shall
keep records of any actions, all of which shall be immediately filed in the office of the
city clerk and shall be a public record.
(Ord. 512, 1982; Ord 553,94,1986; Ord. 93-23)
Section 3. This ordinance shall take effect ten days following its enactment.
ENACTED by the City Council of the City of Seward, Alaska, this 28th day of March,
2006.
THE CITY OF SEWARD, ALASKA
Vanta Shafer, Mayor
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Agenda Statement
To:
Mayor, City Council
Jean Lewis, C;ty Cl~
Agenda Item: Reducing the number of board members and adjusting the
quorum for the Port and Commerce Advisory Board.
BACKGROUND & mSTIFICA nON:
.
Meeting Date: March 13, 2006
.
From:
It is my understanding that in the past this Board resulted in the combination of two different boards,
thus, the current number of nine members on it.
It has been proposed to reduce the number of members on this board which wi11lower the amount
needed for a quorum to four, thus giving this board better ability to conduct business with no pending
vacancies.
Advertising for the last vacancy will run concurrently during this time frame, with your appointment
of that final member on the March 28, 2006 city council regular meeting.
INTENT: To reduce the number of members from 9 to 7, and adjusting the number needed for a
quorum to 4.
(C)
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CITY OF SEWARD, ALASKA
PORT AND COMMERCE ADVISORY BOARD
RESOLUTION NO. 2006-01
A RESOLUTION OF THE CITY OF SEWARD, ALASKA PORT AND COMMERCE
ADVISORY BOARD, RECOMMENDING CITY COUNCn.. AMEND CHAPTER 2.30,
ARTICLE 3 OF THE CITY CODE TO REFLECT CHANGES TO THE BOARD SIZE
AND PURPOSE.
WHEREAS, positive economic growth and quality of life in Seward are first and
foremost concepts held by the Port and Commerce Advisory Board; and,
WHEREAS, PACAB bas been historically instrumental in making
recommendations to the City Council concerning projects to promote and develop domestic and
international trade for the port and City; and,
WHEREAS, continuation of PACAB's role to provide input on matters
involving industry and economic growth of both the port and City is requested by City Council;
and,
WHEREAS, a streamlining of board membership will not prohibit the successful
achievement of desired outcomes for board goals; and,
WHEREAS, the City of Seward has seen consistent growth over the past years
and PACAB's advisory role has evolved beyond matters pertaining only to the port of Seward to
more general economic development projects;
NOW, THEREFORE, BE IT RESOLVED AND RECOMMENDED BY
THE PORT AND COMMERCE ADVISORY BOARD OF THE CITY OF SEWARD,
ALASKA, THAT:
Section 1. The City Council of the City of Seward, Alaska, amend Chapter 230,
Article 3 of the City Code to reflect a change from nine (9) members to seven (7) members; and
Section 2. The City Council of the City of Seward, Alaska, amend Chapter 2.30,
Article 3, Section 4 to include "and other matters pertaining to Seward economic development"
after the existing line.
PASSED AND APPROVED by the City of Seward, Alaska, Port and Commerce
Advisory Board this 1st day of March 2006.
Ayes: Van Buskirk, Whitman, Waliezer,
Hettinger and Long
Noes: None
Absent: Altermatt
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Sponsored by: Corbridge
CITY OF SEWARD, ALASKA
RESOLUTION 2006-20
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, ACCEPTING A GRANT FROM THE STATE OF ALASKA FOR
DRUG FORFEITURES IN THE AMOUNT OF $2,073.11 AND
APPROPRIATING FUNDS TO THE POLICE DEPARTMENT BUDGET TO
BE USED FOR DRUG TRAINING, INVESTIGATION AND EQUIPMENT
WHEREAS, the City of Seward received funds from the State of Alaska as a refund from a
State drug investigation; and
WHEREAS, traditionally these funds are made accessible to the Police Department and used
to offset expenses for drug training, investigation and equipment; and
WHEREAS, drug enforcement and awareness programs are an ongoing priority of the Police
Department; and
WHEREAS, training is imperative to having knowledgeable and effective personnel; and
WHEREAS, having these funds available for drug investigations will help advance this
priority; and
WHEREAS, equipment purchased could be essential to Officer Safety or used in the scope
of an investigation; and
WHEREAS, authorizing the City Manager to appropriate these funds to the Police
Department budget to be used for drug training, investigation and equipment will affirm the position
that the City of Seward is committed to reducing the number of drug related crimes in our
community.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA that:
Section 1. Authorize the City Manager to accept a grant from the State of Alaska in the
amount of$2,073.11, and appropriate a like amount from the General Fund fund balance account no.
101-0000-3050 to the Police Department accounts no. 101-1210-5XXX for training, drug
investigation and equipment.
Section 2. This Resolution shall take effect immediately.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 13th day of
March, 2006.
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COUNCIL AGENDA STATEMENT
Meeting Date:
March 13,2006
Clark Corbridge, City Manager ClJt, J - t-o;
Through:
From:
Thomas Clemons, Police Chief
Agenda Item:
State of Alaska Drug Forfeitures Refund
BACKGROUND & JUSTIFICATION:
The City of Seward received a refund from the State of Alaska for Drug Forfeitures in the amount of
$2,073.11. The money was placed into the General Fund Revenue Account. Traditionally these
funds have been made accessible to the Police Department and used to offset expenses for drug
training, investigations, and equipment.
Training is crucial in maintaining knowledgeable and effective personnel as, is having the proper
equipment and funds to advance drug investigations. Authorizing the City Manager to direct these
funds to be appropriated to the Police Department budget to be used for training, investigations and
equipment will affirm the position that the City of Seward is committed to reducing the number of
drug related crimes in our community.
CONSISTENCY CHECKUST:
Where applicable, this agenda statement is consistent with the Seward City Code,Charter,
Comprehensive Plans, Land Use Plans, Strategic Plan and City'Council Rules of Procedures.
FISCAL NOTE:
These monies came to the City from the State of Alaska anl;l ,since they were unanticipated revenues,
they require specific appropriation to the Police Department in order to spend on the purpose for
which they were provided to the City, namely the training of police department employees. This
resolution requests appropriation of $2,073.11 from the General Fund fund balance account to the
Police Department training account. It has no net impact to the General Fund's "bottom line."
Approved by Finance Department: ~~
RECOMMENDATION:
City Council approve Resolution 2006-zoaccepting a grant in the amount of $2,073.11 from the
State of Alaska, and appropriating a like amount to the Police Department for Drug Training,yInvestigation and Equipment.
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Sponsored by: Clerk
CITY OF SEWARD, ALASKA
RESOLUTION 2006-21
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SEWARD, ALASKA, AMENDING RULE 22 OF THE CITY
COUNCIL RULES OF PROCEDURES TO REFLECT EXCLUSION
OF ELECTED OFFICIALS FROM THE PUBLIC EMPLOYEES
RETIREMENT SYSTEM OF ALASKA (PERS)
WHEREAS, prior to August 20, 2000, all compensated elected officials were
automatically included in the Public Employees' Retirement System (PERS), per Alaska
Statute; and
WHEREAS, during the 2000 legislative session, House Bill 335 was passed and
signed into law, amending AS 39.35.125 (a), giving political subdivisions the right to
determine whether or not to include elected officials in the PERS system; and
WHEREAS, on March 22, 2004, the Seward City Council approved
Resolution 2004-37, excluding elected officials from the Public Employees'
Retirement System of Alaska; and
WHEREAS, Rule 22 of the City Council Rules of Procedures Manual needs to
be updated to reflect that resolution change made in 2004; and
WHEREAS, the Clerk's office wishes to amend the City Council Rules of
Procedure to appear as follows (strike eat deletions, bold italics = additions):
RETIREMENT BENEFITS
RULE 22 A. Public Emplovees Retirement System (PERS). i\:s an eleetes
effieial, yea aa-'le the eptiea ef beiag eeyefeS by tee state ef f.laska Pablie Empleyees
RetifemeBt S)'!ltem (PERS). Year eeatrlblKiee, tetaIiBg 9.;3~' efyear pay, '.'.'ill be takeR
fi.:em year Elaartedy eempeRsatiea sheeks. The Cit)~s eemAblKiea pertiea sSfleass ea
the fate set annaally BY tee stiKe. Cl:IHeatly, tke Cit;"s Fate ef eeJNrielKiea is 952%. Yea
\yill he \rested iB PBRS after fi~/e years sf serviee. If yew senriee \vith tke City 8fl8S prier
te ','estiag, year se~l:ltieas te PERS ,""ill Be reRmElel! te yeu. The miaim\:lffi Beaefit fer
a Fetired eleetes eflieial wae is funy vestel! in PBRS is $23 per memh fer eaea year ef
servise; i.e., if yea serve three term" (9 yeafB), year memhly ~Femeat Beaefit ",ill ee
$159. In adsitiea, yested FetiFees will Feeeive aealtk Beaefits ft:em tke state ef .^Jaska. If
yea eheese te ElmeR ill PERS, yea will reeet'/e a PERS Beeklet ft:em tee state. Refer 19
this Beeklet fer mere iafeRBatiea reganiiBg year retiFemeat pl&:B. Effective 2004, City
Council members are not eligible to participate in the Public Employees' Retirement
System of Alaska (PERS).
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CITY OF SEWARD, ALASKA
RESOLUTION 2006-21
B. Social Security and Medicare. The City opted out of the Social Security
Program in 1981. In April 1986, changes in Social Security regulations required
employees of the City to participate in the Social Security Medicare Tax at a rate of
1.45%. In April 1991, additional changes to Social Security regulations required
employees not currently enrolled in an approved retirement system (such as PERS) to pay
the full Social Security Tax rate of 7.65%. 'fRerefere, if yell wiWle enreHmeRt iB PERB,
7.t!iS% Saeia! Seearity T83[ will Be 'l.<ithheld Hem year eelBfleBSBtiaB. Eaellld yea earell
iBPBRS, 1.1$% Saaia! geel:lri~' MeElisBfe T83[ Y.ill Be withheld bm year JlBY (iB
atiElitiaB ta the t!i.7S% PBRB eaBtM:atieB.)
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF SEWARD, ALASKA that:
Section 1. The Seward City Council amends Rule 22 of the City Council Rules
of Procedures to appear as follows:
RETIREMENT BENEFITS
RULE 22. A. Public Emplovees Retirement Svstem(PERS). Effective 2004, City
Council. members are not eligible to participate in the Public Employees' Retirement
System of Alaska (PERS).
B. Social Security and Medicare. The City opted out of the Social
Security Program in 1981. In April1986, changes in Social Security regulations required
employees of the City to participate in the Social Security Medicare Tax at a rate of
1.45%. In April 1991, additional changes to Social Security regulations required
employees not currently enrolled in an approved retirement system (such as PERS) to pay
the full Social Security Tax rate of 7.65%,
Section 2. This resolution shall take effect immediately upon its adoption.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this
13th day of March, 2006.
THE CITY OF SEWARD, ALASKA
Vanta Shafer, Mayor
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Agenda Statement
Meeting Date:
March 13,2006
To:
Mayor, City Council n ,
Jean Lewis, City Cle~
From:
Tbm
Agenda Item: Amend Rule 22 of City Council Rules of Procedure
BACKGROUND & mSTIFICATION:
Periodically the City Clerk's office finds conflicts between the Seward city code and this City
Council Rules of Procedures booklet that did not get amended as codes change.
Some of the City Council Rules of Procedures were amended in 2003, making them coincide with
changes that had been made to the Seward City Code.
This change to Rule 22 merely reflects changes that occurred by the March 22, 2004 passing of
Resolution 2004-37 (attached).
INTENT: To update and keep the City Council Rules of Procedures current with changes previously
made.
CONSISTENCY CHECKLIST: Where applicable, this agenda statement is consistent with the
Seward City Code, Charter, Comprehensive Plans, Land Use Plans, Strategic Plan and City Council
Rules of Procedures.
Other:
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FISCAL NOTE: None . rJ; ~~u'
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Approved by Finance Department: ,I~\ ;\co..
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RECOMMENDATION:
Pass and approve Resolution 2006-21. which amends City Council Rules of Procedure, Rule 22, to
reflect past changes that were made in 2004.
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Sponsored by: Shealy
CITY OF SEW ARD,ALASKA
RESOLUTION 2004-37
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, AMENDING THE PARTICIPATION AGREEMENT WITH THE
STATE OF ALASKA PUBLIC EMPLOYEES RETIREMENT SYSTEM
(PERS), EXCLUDING ELECTED OFFICIALS OF THE CITY OF SEWARD
FROM PARTICIPATION IN THE PERS FOR ALL OFFICIALS ELECTED
TO OFFICE AFTER MARCH 22,2004
WHEREAS, prior to August 20,2000, all compensated elected officials were automatically
included in the Public Employees' Retirement System (PERS); per AlaSkaStatute; and
WHEREAS, during the 2000 legislative session, House Bill 335 was passed and signed. into
law, amending AS 39.35.125 (a), giving political subdivisions the rightto detennine whether or not
to include elected officials in the PERS system; and
WHEREAS, the elected officials of the City of Seward have historically been participants in
the PERS system unless they individually waived their right to participate, and the City has paid the
appropriate premiUIllS to PERS to cover their participation; and
WHEREAS, the rationale for covering elect ed officials in the PERS has generally been the
expectation that the retirement benefits accrued. to elected. officials would be nominal, and
. commensurate with their years of service with the City; and
WHEREAS, since PERS regulations base an individual retiree's retirement benefits on a
combination of years' of service and the three highest years' earnings, it is possible for an elected
official to later assUIlle a paid position and then qualify for a significant retirement benefit and
medical benefits, the liability for which would be assessed. to the City of Seward and could total in
the tens of thousands of dollars; and
WHEREAS, the City Council is required to pass a Resolution in order to modify the
participation agreement with PERS.
NOW, THEREFORE, BE IT RESOL YED BY THE CITY COUNCIL OFTBE CITY
OF SEWARD, ALASKA, that:
Section 1. Pursuant to AS 39.35.550 et seq. the City Council of the City of Seward (182)
hereby requests that the elected officials of the City of Seward be excluded from the Public
Employees' Retirement System of Alaska, for all elected officials elected to office. after March 22,
2004.
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CITY OF SEWARD, ALASKA
RESOLUTION 2004-37
Section 2. This resolution shall take effect immediately upon adoption.
PASSED ~ APPROVED by the City Council of the city of Seward, Alaska, this 22nd
day of March, 2004.
THE CITY OF SEWARD, ALASKA
c: POo2};;,/ oi.,,c1.J.... j
C. David Brossow, Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
Shafer, Branson, Dunham, Amberg, Brossow
Clark, Valdatta
None
None
ATTEST:
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City Cleric . .
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$ <} ,,'o~?OFW'~"")'<> ~
tilt ... (J 1~ ~..&. ~
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Sponsored by: Corbridge
CITY OF SEWARD, ALASKA
RESOLUTION 200~22
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, AUTHORIZING THE CITY MANAGER TO ENTER INTO A
CONTRACT WITH KUMIN ASSOCIATES,. INC. TO PROVIDE
PROFESSIONAL DESIGN SERVICES FOR THE DESIGN OF THE OCEAN
FRONT PAVlLlON(S) AND APPROPRIATING AN AMOUNT NOT-TO-
EXCEED $36,800
WHEREAS, the City of Seward has requested proposals for professional design.
services for the ocean side pavilions; and
WHEREAS, Kumin Associates, Inc. earned the most points per the RFPlBid grading
criteria; and .
WHEllEAS, Kumin Associates, Inc. bid was $22,000 for professional design
services for the Oceanside Pavilion(s); and
WHEREAS, the City has included potential scope items in addition to the RFP
requirements, including, but not limited to, geotechnical work and contingency for $14,800.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA that:
Section 1. The City Manager is authorized to enter into a contract with Kumin Associates,
Inc. to design the City of Seward's ocean side pavilion(s) for $22,000 and to appropriate
$14,800 for geotechnical support and contingency.
Section 2. Funding in the amount of$22;000 plus a contingency in the arnount of $14,800
for geotechnical support and unforeseen costs, for a total amount of $36,800, is hereby
appropriated from the General Fund fund balance account no. 101-0000-3070-0811 to the
Pavilion Capital Project fund accountno. 811-8110-5390.
Section 3. This resolution shall take affect immediately upon its adoption.
PASSED AND APPROVED by the City Council of the city of Seward, Alaska, this 13th day of.
March, 2006.
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Council Agenda Statement
To:
rd. '" S.I.O~
Clark Corbridge, City Manager l../Vl r
Meeting Date:
March 13, 2006
From:
Tom Shepard, Project Manager
Agenda Item:
Oceanside Pavilion Professional Design Firm Selection
BACKGROUND & JUSTIFICATION:
. Since the mid 1980's Seward's downtown waterfront showcased two ocean-side pavilions that were
located at the cross streets of Adams and Ballaine and also at D Street and Ballaine. These two
structures were highly used by both the local residents as well as tourists visiting our community.
In 2003 an engineering assessment was conducted that determined that the two structures were
overstressed and posed a potential hazard to the public. As a result of the study, the two well used
structures were demolished.
On January 12th, 2006, a Request for Proposal was advertised seeking professional design services
for an ocean side pavilion to replace these very popular and desired structures.
A total of 23 bid packets were dispersed during the two week advertisement period. At bid opening
day on February 14,2006, the Clerk's office received 6 bids, all of which were highly qualified
Alaskan-based design firms.
A grading criterion was developed comprised of 6 sections with a total of 16 evaluation questions~
The RFP and bid packet focused on several essential components that are critical to the success of
this project. Examples of these components are: the firm's experience designing similar projects; the
firm's ability to work creatively with the stakeholders and the Seward community; the firm's ability
to adhere to the time-critical schedule; the firm's fee for its professional services; the firm's fee for
design service, etc....
All proposals were evaluated by a team of four reviewers from the Parks and Recreation and
Building and Engineering Departments. The evaluations. were summarized based on a point matrix
system. The firm with the most points is being recommended to Council as the professional design
firm of choice.
The ultimate goal of the review team is to provide the City of Seward with the most qualified design
firm for the best price. As a result of the evaluation process and earning the most points, Kumin
Associates, Inc. emerged as the design firm of choice.
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Resolution 2006-
Pavilion Design Contract
Page Two
Staff recommends Council approve funding in the amount of $36,800 for engineering services
for the design of the new water front pavilions.
$22.000 Kumin Associates, Inc.
$10,000 Additional services not specified in the RFP: geotechnical
support. additional site visit for public meeting
$4.800 15% Contingency
$36,800 Total funding for Council Approval
CONSISTENCY CHECKLIST:
Yes No
1. Comprehensive Plan ..)C
2. Strategic Plan .-X-
3. Other: Parks and Recreation Master Plan
4. Not appUcable
FISCAL NOTE:
The administration recommends paying for these design services from the General Fund fund
balance account no. 101-0000..3050. Utilization of one design finn to design a single plan for use in
both pavilions, is expected to save the City money.
~J".lII.J_.;_
Approved by Finance Department: ~
RECOMMENDA TION:
Council approve Resolution 2006-*authorizing the City Manager to enter into a professional
design services contract with Kumin Associate, and appropriating funding in the amount of
$36,800, for design of the waterfront pavilions.
:i7
CITY OF SEWARD
Office
P. O. Box 167
410 Adams Street
Seward, Alaska 99664
City Manager's
907.2244047 907.224.4038 fax
citvrnlIT(aJ,cityofseward net
TiP
PROFESSIONAL DESIGN SERVICES CONTRACT
OCEANSIDE PAVILION
CITY OF SEWARD
SEWARD, ALASKA
This AGREEMENT, made and entered into this 14thday of MARCil, 2006, by and between the CITY
OF SEWARD, a muniCipal corporation located within the Kenai Peninsula BQrough and organized under
the laws of the State of Alaska, hereinafter referred to as the "City" a11d KlllDm.~sociates,Inc., located
at 808 E. Street, Suite 200, Anchorage, Alaska 99501, hereinafter refe~;ro as the "Contractor."
~':.,',.
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WITNESSETH
i,""":i:'
....;\.-..".
WHEREAS, the City of Seward wishes to enter into~~HtraGt with art' :fu.~ndent contraCtor to
provide architectural engineering and design, related to a ~an-side pa\'ilion to be(i8g~~cted in Seward,
Alaska; and " , .. .'
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WHEREAS, in response to a request for proposal~~.~rnin.A:Bll~iates, Inc., sub.Jri1iteda proposal
asserting it is qualified to provide these services and able to do ~B'ii1'a timely manner; .
NOW, THEREFORE, in considerliJig1l9fthe mutual p;~i~~~and conditions contained herein,
the parties agree as follows:~};;,,;~,~?,>."":;l>,..
1.1
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"Agreeme~t~,sfi~;~ this Prof:~i(jh~ Desi~~~lces Contract, including:
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.Y;t,.~ ,,'i'.:':'';:', .'
;"~" 'bit A - ~~min Associate~h.lnc., proposallnc1uding fee schedule
,)B - qity:s request for WwbsalS dated January 12th, 2006
Exln'b\tl(2~AP\ ........... If"'.Artifieate .
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'bii'~'~,;~ge~:'6rm
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"Change . ,:." is ari~<ljtj.9J;l to, or reduction of, or Other revision approved by the City
in the scQPeicPrP.plexitjT;cll.'ilracter, or duration of the services or other provisions of this
. ,Agreement.?~~;t!.:
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1.0
DEFINITIONS
U'
1.3
, . .
":"/"'~:>_'_ ':.'f.:~,::
"tqt[," shall m~the City of Seward, Alaska.
1.4
"co~tiiOtfIlg.&ficer" shall mean Tom Shepard, the City of Seward Project Manager, and
. include anY successor or authorized representative.
"Project" shall mean the planning, design and other tasks related to 'an ocean-side
pavilion in Seward, Alaska, as further described in the City's request for proposals issued
January 12th, 2006.
2.0 TERMS OF AGREEMENT. This Agreement shall take effOOt upon execution. This Agreement
shall remain in full force and effect until the Project has been completed and further, until all
1.5
SEWARD OCEANSIDE PAVILION
PAGE 1 OF9
i8
claims and disputes have been concluded, The work is considered complete when the City has
received and found acceptable the finished product of all work described in 4.0 Scope of Services
or changes thereto. This Agreement maybe amended only in Writing and upon compliance with
all applicable statutes, ordinances, and regulations.
3.0 FEES. The proposed fee of $22,000 is accepted by the City. The Contractor shall invoice per
. the following invoice schedule:
Invoice 1:
Invoice 2:
Invoice 3:
100% Completion of 35% of Design
100% Completion of 65% of Design
100% Completion
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.-..-
Any change orders are to be billed within the phase of work thl!t:.'it!j>ertains to. .
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Upon the City's satisfaction with each phase of work' andi'@on a~~nt With the invoice, the
City agrees to make payment to the Contractor within ~~,fIaY.followi~gt~eipt of such invoice.
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6.2 :'~2es in Ke~.l?ersonne1. The .Contractor shall give the City reasonable advance notice
of~~necess~' substitution or change of key personnel and shall submit justification
therer~~?~~cient detail to permit the City to evaluate the impact of such substitution
on this~pment. No substitutions or other changes shall be made without the prior
written ,cOnsent of ~e City. .' .'
'~<r'!',~
SCOPE OF SERVICES. The City and ContraQt6timve agreed upon a ~& ." work described
in the Contractor's proposal, Exhibit A, tOrftt9~jde profes.~jonal architectu" .,,'go services
based on approved standards and instructions, as's' allX{;~ribed in Exhibtt$; to plan and
design of an ocean-side pavilion, (approximately 32'\~"L).:' .
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This Scope of Services can only;'. changed in Wri.::;pursuant to Section 26.0 of this
Agreement. 'c" \:. -'\1:J"I;1;,:', .... .. .
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SCHEDULE FOR COMPLETION. ~es~h~J comple~all for all work described herein
shall be as follows: '-:~t. ,./t!" '"c:, ,i'
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. "'~~/1('" .\f~* ~ -, . .
Milestone sched~per<'th target da~ias outlinedln Kumin Associates, Inc. fee proposal.
. . 'gn and ~til!I Constructi' ocumentation by June 9,2006. (June 9, 2006 is
. .', date~ to the contr ,Jog awarded later than proposed in the RFP).
:i1.~~}.~:~~'?iit~\~jl~~i;{;S"
4.0
5.0
6.0
~ces provided by the Contractor will be performed by:
.ti'"
Charge, Kumin Associates. Inc.
7.0
STANDARD OF PERFORMANCE. The Contractor agrees to provide all required professional
services to complete the project and any additions or changes thereto. The Contractor accepts the
relationship of trust and confidence established between it and the City by this Agreement. The
Contractor covenants with the City to furnish its best skill and judgment, and to further the
interest of the City at all times through efficient business administration and management.. The
Contractor shall provide all services in a competent manner. It is understood that some of the
services to be rendered hereunder require professional judgtfitmt and skill. In those cases, the
Contractor agrees to.. adhere to or exceed generally accepted standards of the applicable
'professio1.l. ' . .
SEWARD OCEANSIDE PAVILION
~~GE20rB
The Contractor further covenants and agrees that the tasks outlined in Exhibit A will be done to
the complete satisfaction of the City, and in accordance with the laws of the State of Alaska and
the City of Seward. It is specifically understood and agreed that no claim for additional work or
materials, done or furnished by the Contractor and not specifically provided for herein, will be
allowed by the Contracting Officer, nor shall the Contractor do any work or furnish any material
not covered by this Contract, unless such work is ordered in writing by the Contracting Officer.
8.0 TIMELINESS OF PERFORMANCE. Contractor's failure to meet any such deadlines or
required performance may adversely affect other contractual obligations of the City. If the
Contractor fails to deliver the Oceanside Pavilion outlined in the contractor's February 10,2006,
proposal by June 9, 2006, unless such delay is caused solely by the Qj.ty, Contractor shall pay as
liquidated damages and not as penalty $500 per day for each day~erJune 9, 2006 the design is
not delivered. (June 9, 2006 is the adjusted final design date~t ,differs by 14 days from your
February 10th, 2006 proposal. This is due to the contract ~~ttirtg,~)Varded later than outlined in
the RFP). . ' P;',
":'. "'i"/"":
9.0 COMPLIANCE WITII LAWS. The Contractor sl1a11llefaffiiliar witha!@.llt all times comply
with and observe all applicable federal, state aqlf local laws, ordinances, rill(\s. regulations, and
executive orders, all applicable safetyorders,@prders ol-;4ecrees of admini~V'e agencies,
courts, or other legally constituted authorities ha\in&;j!lrisdicti~ or authority oveithe Contractor,
the City, or the service which may be in effect now or~ perfOrmance of the services.
.~ ,><~:;,>"
11.0 INS~CF:' ,The C&~t#~6rth~~~.J!stliat no City inslltance coverage, including Workers'
CWl1pensauoqrJs\t:~tendcil;!f,l:the Contractor while completing the terms of this Agreement. The
<:;plltractor shan;~ adeqUil.~,fcommercially reasonable coverage levels) insurance covering
~Brkers' Compensaq~ general'Pllplic liability, automobile, professional liability, and property
dllm~~t: including a ~tractuall:1ability endorsement covermgthe liability created or assumed
undel;'f.bj.s Agreement.;1,'he Contractor shall not commence work under this Agreement or any
work '6it~y phase o(flle Project until the Contractor provides the City with certificates of
insurancee~ncing tI1~t all required insurance has been obtiiined. These insurance policies and
any extension~~(~~fwllls thereof must coritain the following provisions or endorsements:
'-.>"':,'
a. Cityis an additional insured thereunder as respects. liability arising out of or from the
work performed by the Contractor of City of Seward.
b. City will be given thirty (30) days prior written notice of cancellation or material
alteration of any of the insurance policies specified in the certificate.
c. Insurer waives-wI rights of subrogation against City of Seward and its employees or
elected officials. .
d. The insurance coverage is primary to any comparable liability insurance carried by
the City of Seward.
SEWARD OCEANSIDE PA VIUON
PAGE30F9
r- (\
LIJ
Upon request, Contractor shall permit the City to examine any of the insurance policies specified
herein. Any deductibles or exclusions in coverage will be aSSUmed by the Contractor, for account
of, and shall be at the sole risk of the Contractor.
The minimum amounts and types of insurance provided by the ContraCtor shall be as follows,
subject to revision at the City's request in order to provide continuously throughout the term of
the Agreement a level of protection consistent with good business practice and accepted standard
sof the industry:
The Contractor shall procure and maintain during the life of this contract, Worker's
Compensation Insurance, including Emplqyer's Liability Covera~of one hundred thousand
dollars ($100,000) per injury, and five hundred thousand dollars ($500;0(l0) policy limits. This
requirement applies to the contractor;s firm, the contractor'ssq~ontraCtors, and assignees, and
anyone directly or indirectly employed to perform work un liD.$ipontract. The contractor must
notify the City as well as the State Division of Wor, .. O~q~~tion immediately when
changes in the contractor's business operation affect ~co~actor' s in~~ce status. Statutory
limits apply to Workers' Compensation Insurance. <J"Y"':" ...
0-
The Contractor shall procure and maintain d~i;~e life ofcprls contract, Co" ........ ,dill General
Liability Insurance in an amount sufficient to 'b~~ any ~~tthat may be bf()!!!tht against the
contractor. This amount must be at least one million': $1,000,000) per oCCurrence, and/or
two million dollars ($2,000,000) aggregate combined' . . limit, Personal Injury, Bodily Injury
and Property Damage. Coveral!e,s~all include the i'Ollo\'I(Jnl! extensions: (A) Contractual
Liability; (B) Products and Complet~;~tions; (C) Ind"; . nt,Contractors Coverage; (D)
Broad Form General Liability Extensi(nis'bl:\ alent; (E) J) bli of all Explosion, Collapse
and Underground (XCU) Exclusions, if'i\ppli ' ~r contr." aggregate.
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and maintain'~u g the lifi . this contract, Professional Liability
ance in an iilPount not Ie' thllfi one million dollars ($1,000,000)
ctor from ani;, claims or dliIfiBges for any error, omission, or
e contractor's ;Wi'employees or subcontractors which results in
j,';
,and main during the life of this contract Motor Vehicle &
applicable No-Fault coverages, with limits of liability not less
"'combined single limit :Bodily Injury and Property Damage
all owned vehicles, all non-owned vehicles, and all hired
The foIl shall ~,.Additional Insureds: The City of Seward, including all elected and
appointed 0 '., }employees and volunteers, all boards, eommissions and/or authorities and
their board m " employees, and volunteers. This coverage shall be primary to the
Additional Insur s, and not contributing with any other insurance or similar protection available
to the Additional Insureds, whether other available coverage be primary, contributing or excess.
~:~&~
:'\::':.;+
Worker's Compensation Insurance, Commercial General Liability Insurance and Motor
VehiclelEquipment Insurance, as descriped above, shall inelude an endorsement statinl! the
followiD2: "'Thirty (30) days Advanced Written Notice of Cancellation, or Non-renewal, or
Amendment shall be sent to: City of Seward, Engineering Department (Re: Oceanside Pavilion),
P. O. Box 167, Seward, AK 99664. Each policy shall also be endorsed to waive all rights of
subrogation against the City of Seward by reason of any payment made for claims under
the above coverage, except Workers' Compensation and Professional Liability Insurance.
SEWARD OCEANSIDE PAVILION
PAGE40F9
.......
k~
14.0
15.0
The Contractor shall provide the City of Seward at the time contracts are returned for execution,
Certificates of Insurance and/or policies, acceptable to the City. of Seward, as listed below:
a. One (1) copy of Certificate of Insurance for W or~r' s Compensation Insurance;
b. One (1) copy of Certificate of Insurance for Commercial General Liability
Insurance;
c. One (1) copy of Certificate of Insurance for Vehicle & Equipment Insurance;
d. One (1) copy of Certificate of Insurance for Pro~essional Liability-Errors and
Omissions Insurance ^' .
e. If so requested, Certified Copies of all polici~nh4P.~ furnished.
"'.- .........,:
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If any of the above coverages expire during the term?f~s"<lntract:~SOntractor shall deliver
renewal certificates and/or polices to the City ofSewattLat' least thiriY(~Q) days prior to the
expiration date. '. ';,:;
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12.0
GOVERNING LAW. The laws of Alaska will d~t~flJ1~J.le'The'interpretation, Performance and
enforcement of this Agreement. ...- - . '.'
,;
13.0
'.C.,ie_"-.:
OWNERSIllP OF WORK PRODUC'i'S...Payment to ili~~p.tractor for services hereunder
includes full compensation for all wori.prOili,ipts~d other mateJjllis produced by the Contractor
and its subcontractors pertaining to this Agreeoie~~'i1;,t{i;. ....... . ..
,;';c. -::;.<; . --'f1,~7:{~;~~,:\t~;\~-:':!i' .
The originals of all. ~te#!ll~repared or d&i>-",Jbped by the\90ntr;lctor or its employees, agents, or
representatives hfl~ilnael';itJ.~luding docum~ts, drawingS, designs, calculations, maps, sketches,
notes, reportsl,1Rfll;mOdels,,~plputer tapes'lI!?d samples shall become the property of the City
when prepar&l, \.yi\~:l,1er deliX~fed or not, and,,~~, together with any materials furnished the
Contractor and its eme~~~si~~7.?~ repre~tltaqves by the City hereunder, be delivered to the
Cityu.l?~!t''Y9I.1,~st and;'~p tenIDnarl.Q~'~c'ompletion of this Agreement. Materials previously
c~ed{;anjf(~~ted blfJ:l1~ Contractor included in this project will remain property of the
(J9iitractor. Cripi~'~ll be 'ma~available to the City upon request. Materials purchased from
;~,~opyrighted bY'~:partier~;>>Ot.included in.this provision. .
"";:f':r:.'::;,.. --:r-,'I}',::" ..:;',;
PATENl.'S' TRADEMJiRKS.c, AND COPYRIGHTS. The Contractor agrees to defend,
indemIiii'i;.,lUld save ~~City harmless from and against any and all claims, costs, royalties,
damages-an~,~xpenses;;pf any kind of nature whatsoever (induding attorneys' fees) which may
arise out 0{6i'i'e~U~l:from or be reasonably incurred in contesting any claim that the methods,
processes,or~:':ernployed by the Contractor or its employees in connection with the
performance ofi~ervices hereunder infringes or contributeS to the infringement of any letter
patent, trademark, or copyright. In case such methods, prOOesses, or acts are in suit held to
constitute infringement and use is enjoined, the Contractor, within reasonable time and at its own
expense, will either secure a suspension of the injunction by procuring for the City a license or
otherwise, or replace such method, process, etc., with one of equal efficiency.
NONWAIVER. No failure of the City or Contractor to insist upon the strict performance by the
other of any of the terms of this Agreement or to exercise any right or remedy herein conferred,
shall constitute a waiver or relinquishment to any extent' of its rights to rely upon such terms or
rights on any future occasion. Each and every term, right, or remedy of this Agreement shall
continue in full force and effect.
SEWARD OCEANSIDE PAVILION
PAGE50F9
to, t"J
(. '1
16.0 SAFETYIPERFORMANCE. The Contractor shall perform the work in il safe and workman-
like manner. The Contractor shall comply with all federal and state statues, ordinances, orders,
rules, and regulations pertaining to the protection of workers and the public from injury or
damage, and shall take all other reasonable precautions to protect workers and the public from
injury or damage.
17.0 SUSPENSION OR TERMINATION.
17.1
17.2
17.3
";""'..:,:>..;,
..._.'.-'~'
18.0
19.0
Fault Termination or Suspension. This Agreement may be terminated by either party
upon ten (10) days written notice if the other party fails substantially to perform in
accordance with its terms. If the City terminates thisAgreement it will pay the
Contractor a sum equal to the percentage of work compl,etedand accepted by the City
that can be substantiated by the Contractor and theCI~x~/offset by any amounts owed to
the City. However, within the ten (10) day Noti~'6f'In,~~t to terminate the party in
default shall be given an opportunity to present a pJ~ to c~:}ts failure.
.~,. "<,-,;
Convenience Susoension or Termination. 1'!i~:Citylli8Y at anyti~'-t~rminate or suspend
this Agreement for any reason including~ts own needg or convenie~;Jn the event of a
convenience termination or suspensiqJ:li~'r.nore tMl1:,8ix (6) months, ~~ontractor will
be compensated for authorized serviceS-~a"autho~~4expefi(litures @ormed to the
date of receipt of written notice of terrilili,~pji' Of suspension. No fee or other
compensation for the uncoIIlpleted portion of ~':~lees will be paid, except for already
incurred indirect costs whi~~the Contractor clU{~lish and which would have been
compensated for over the life'~i~,.phase of the ap~~ u~Jderway, but because of the
termination or suspension WOl~Jp ha\f(: .~9 be absorbed 1}~,\the Contractor without further
compensation. """'" ,::i:i;id%!~iX;;;i1}t:;;;'0""
Activities Sub t to Recei t dfNotice of 'fetriiinll.tion or Sus sion. Immediately
upon rec.~~ptoti '.' '.. ,'. of Termin~tion or suspension and except as otherwise directed
by the, . r its Re~ntative, the qqntractor shall: '
'...
,-: .,~:)". . ;~:~~.~~:;.
a. stop wof1i1:ipJtrorm~,~~~~this A~ment on the date and to the extent specified in
Notice};;,~!t ' ","" ~~";~~0:~~?I;:;~~~;/,i;~;:~~~:~~':; ,-:
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tr . ,.,'~e to .~ty (to the extent that title hlliJ not already been transferred) and
delivet:~~,pte ~;/at the times, and to the . extent directed by the City's
represenia~~, wor~,fii progress, completed work, supplies. and other material
produced~';,a part' of, or acquired in respect of the performance of the work
,terminated ~'suspended by the Notice.
NO ASSIGNMENT OR DELEGATION. The Contractof may not assign, subcontract or
delegate this Agreement, or any part of it, or any right to any of the money to be paid under it
without written consent of the Contracting Officer.
SEWARD OCEANSIDE PAVILION
PAGE60F9
r.~
.':.,,...i
20.0
21.0
22.0
23.0
24.0
25.0
26.0
INDEPENDENT CONTRACTOR. The Contractor shall 00 an independent contractor in the
performance of the work under this Agreement, and shall not be an employee or agentof the City.
PAYMENT OF TAXES. As a condition of performance of this Agreement, the Contractor shall
pay all federal, state and local taxes incurred by the Contractor and shall require their payment by .
any other persons in the performance of this Agreement.
PRECEDENCE AND DIVIsmILITY. The provisions of thill Agreement shall fully govern the
services performed by the Contractor. If any term, condition, or provision of this Agreement is
declared void or unenforceable, or limited in its application of effect, such event shall not affect
any other provisions hereof and all other provisions shall remain full)[I,~9forceable.
,;J;lgr-/'~'~~~~:c ,
ENTIRE AGREEMENT. This Agreement contains the end
to the services to be rendered by the Contractor. All
representations, warranties, promises, and conditions
Agreement are superseded by this Agreement.
ment between the parties as
or concurrent agreements,
, subject matter of this
COMPLETION OF WORK TERM OF AG
work in a timely fashion, and in accordance
Exhibits.
CLAIMS AND DISPUTES. Venue for all claims
otherwise resolved by the parties, ~.
Alaska.
26.1
cally provided in this Agreement
do any k of furnish any materials not covered
terial is ordered in writing by the Contracting
}and design changes, due to errors and/or
at the sole expense of the Contractor.
. The or its representative may, at any time, bya written
to the Contractor, make thanges to the scope of work, or
Ide the scope of work. Tbe City and the Contractor agree to
be included in this Agreement, to be performed as Change
26.3 the Contra tor. If any Change Order for which compensation is
. s Article causes. an increase or decreaSe in the estimated cost of, or time
, the performance of any part of the wotk under this Agreement, or if such
change" rwise affects other provisions of this Agreement, an equitable adjustment will
be negotiated. Such an adjustment may be:
a. in the estimated cost or completion schedule, or bOth;
b. in the amount of fee to be paid; and
c. in such other provisions of the Agreement as may be affected, and the Agreement
shall be modified in writing accordingly.
26.4 Any claim by the Contractor for adjustment under this section must be asserted within
fifteen (15) days from the day of receipt by the Contractor of the notification of change;
SEWARD OCEANSIDE PAVILION
PAGE 7 OF'I.1
~,
provided, however, that the City or its representative, deciding that the facts justify such
action, may receive and act upon any such claim ll.ssertedat any time prior to final
payment under this Agreement. Failure to agree to any adjustment shall be a dispute
within the meaning of Section 25.0 of this Agreement.
27.0 LIMITATION OF FUNDS.
27.1 At no time will any provision of this Agreement make the City or its representative liable
for payment for performance of work under this Agreement in excess of the amount that
has been appropriated by the City Council and obligated for expenditure for purposes of
this Agreement.
'~"'...'
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City of Seward
c/o Tom Shepard
Engineering De
PO Box 167
Seward, AlasKa'
27.2 Change orders issued pursuant to Section 26 of this A~.nent shall not be considered an
authorization to the Contractor to exceed the ~ ,. tted in the absence of a
statement in the change order, or other modificatiOJ:t~ncre , ,~ amount allotted.
27.3 Nothing in this Section shall affect the right9r'ffi6-ci~ under S~QnJ7 to terminate this
Agreement. /.i~"" . ':8':~,., '
PRIOR WORK. For the purposes of this A'~_~ work:~!;\~ at the requ~si'.~l~~ City or its
representative before execution of this Agreemen{i~~~~L:Pt'deelned to be worle done after its
execution and shall be subject to all the conditions con'h"" erein.
.-:>;-::/:>....... ' u" ,::;t?-.:;
NOTICES. Any notices, bills, invoi~:"f;~Ports required:tfj:;~~A~eement shall be sufficient
if sent by the parties in the United States" ':~t,age paid, to ~:address noted below:
,? :~ ,.,\'~:'r~~:::.~-> :.~:;,' ~
" ii~ .:,K'ri';'
. 808 E ,I Suite 200
Anchorage, Alaska 99501
28.0
29.0
SEWARD OCEANSIDE PAVILION
PAGE80F9 . _
~~
IN WITNESS WHEREOF, the parties have executed this Agreement.
City of Seward
Architects Alaska, In~rporated
-':,,"
By: Ralph Clampitt, AlA,
Title: President
Date:
By: Clark Corbridge
Title: City Manager
Date:
ATTEST:
Jean Lewis, CMC
City Clerk
(City Seal)
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AttachmentSf;;;:(;': :,\,
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Exhil>itj~7 Kumin Associate~i{ncorp6~Proposal design
Exhibit Bi1;~~'s request for.osal dated January 12lb, 2006
Exhibit C -' 1\~ment Certific~
Exhibit D - c~~prder Formt,
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SEWARD OCEANSIDE PAVILION
PAGE90F9
. , ~,()
Sponsored by: Corbridge
CITY OF SEWARD, ALASKA
RESOLUTION 2006-23
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, AUTHORIZING THE CITY MANAGER TO ENTER INTO A
NEW AGREEMENT FOR THE SALE AND PURCHASE OF ELECTRIC
POWER AND ENERGY WITH CHUGACH ELECTRIC ASSOCIATION,
INCORPORATED
WHEREAS, Chugach Electric Association, Inc. ("Chugach") has provided electric
power and energy to the City of Seward ("City") under various contractual arrangements since
the 1960s; and '
WHEREAS, since September 1998, Seward has purchased electricity from Chugach
under a wholesale power sales agreement, as amended, that was approved by the Alaska Public
Utilities Commission, now the Regulatory Commission of Alaska (''RCA''); and
WHEREAS, the term of the current approved contract expires on May 31, 2006; and
WHEREAS, the City realizes cost savings by purchasing power from Chugach, while
retaining its own diesel electric generation units for use in the event of interruptions in power
purchases from Chugach; and
WHEREAS, the City and Chugach have negotiated a new Agreement for the Sale and
purchase of Electric Power and Energy ("new contract") to ensure continuation of cost-effective
power purchases from Chugach following the expiration of the current contract; and
WHEREAS, the new contract will become effective on June 1, 2006, or as otherwise
approved by the RCA. The new contract will be in effect for an initial term ending on
December 31,2011 and provides for two optional extended terms of five years each, as follows:
After the initial term, the term of the contract will automatically be extended for two additional
five-year terms (ending on December 31, 2016, and December 31, 2021) unless either party
provides notice of termination of the contract at least one year prior to the end of the then current
term; and
WHEREAS, the City Council has determined that the continuation of power purchases
from Chugach under the rates, terms, and conditions of the new contract is in the public interest
and in the best interest of the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF SEWARD, ALASKA that:
27
CITY OF SEWARD, ALASKA
RESOLUTION 2006-23
Section 1. The City Manager is hereby authorized to enter into the new contract with
Chugach, in substantial fonn as the contract presented at this meeting; notwithstanding the
foregoing, the City Manager may make such minor changes or corrections as needed to finalize
the new contract transaction, including those required for approval by the RCA, but shall not
change the essential tenns and conditions of the contract presented at this meeting.
Section 2. This resolution shall take effect immediately.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 13th day
of March, 2006.
THE CITY OF SEWARD, ALASKA
Vanta Shafer, Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Jean Lewis
City Clerk
(City Seal)
~'8
Council Agenda Statement
Meeting Date:
March 13.2006
Clark Corbridge, City Manager (JJ!. J -, i -& ,
Tim Barnum, Electric Utility Manager ~J.
To:
From:
Agenda Item: Authorizing the City Manager to enter into a new agreement for the sale
and purchase of electric power and energy with Chugach Electric Association, Inc. .
BACKGROUND & JUSTIFICATION:
Resolution-:2006-a3 would authorize the City Manager to enter into a new wholesale power
sales agreement with Chugach Electric Association, Inc. ("Chugach"). Since September 1998,
the City haS purchased power from Chugach under a wholesale power sales agreement and
extensions thereto that were approved by the Regulatory Commission of Alaska ("RCA"). The
term of the current contract expires on May 31, 2006. The City and Chugach have negotiated a
proposed new contract that will go into effect June I, 2006, upon approval by the RCA. As
proposed, the contract will have an initial five and one-half year term that expires on December
31, 2011, with two optional five-year extension terms. The proposed new contract is similar to
the current contract, but provides for an increased demand charge and different interruptability
provisions. The new contract will ensure the continuation of a reliable supply of electricity for
the City at competitive rates. '
CONSISTENCY CHECKLIST: Where applicable, this agenda statement is consistent with the
Seward City Code, Charter, Comprehensive Plans, Land Use Plans, Strategic Plan and City Council
Rules of Procedures.
Other:
FISCAL NOTE:
Increased costs associated with purchasing power from Chugach will be reflected in proposed
tariff changes to utility customers, thereby passing the cost of power purchases to the utility
customers. .
Approved by Finance Department: ,~~
RECOMMENDATION:
Council approve Resolution 2006-~ authorizing the City Manager to enter into the new
contract with Chugach, in substantial form as the contract presented at this 'meeting;
notwithstanding the foregoing, the City Manager may make such minor changes or corrections as
needed to finalize the new contract transaction, including those required for approval by the
RCA, but shall not change the essential terms and conditions of the contract presented at this
meeting.
t'D
2006
AGREEMENT FOR THE SALE AND PURCHASE OF
ELECTRIC POWER AND ENERGY
between
CHUGACH ELECTRIC ASSOCIATION, INC.
and the
CITY OF SEWARD
SECTION 1. PARTIES
1. The parties to this Agreement are Chugach Electric Association, Inc. ("Chugach"),
an Alaska non-profit electric cooperative corporation, having its offices at Anchorage, Alaska; and
City of Seward, Seward Electric Utilities Division ("Seward") having its offices at Seward, Alaska.
SECTION 2. RECITALS
2(a). Chugach has furnished electric power and energy to Seward under various contractual
arrangements since July 1, 1961. Seward now receives electric power and energy under a Wholesale
Power Agreement signed by Seward February 11, 1998, as amended by signatures of Seward dated
May 14,2001 and January 16,2006.
2(b). Except as specifically provided herein, this Agreement supersedes any previous
agreement and any rights and obligations of the parties under the existing agreement or any
amendment thereof. All rights and obligations under any previous wholesale power agreement or
any previous arrangements between Seward and Chugach are hereby terminated.
2( c). This Agreement recognizes and is intended to operate in conjunction with the Bradley
Lake Hydroelectric Project Agreement for the Sale and Purchase of Electric Power (and related
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agreements) and the 1993 Alaska Intertie Project Participants Agreement (and related agreements)to
which both Seward and Chugach are Parties.
2( d). Seward now has and, for the term of this Agreement, will retain the capability to
generate or otherwise supply and deliver all of its own Electric Power sufficient to meet all of its
system requirements. The Parties recognize that there may be times when the entire load may not be
able to be served by Seward's generators, but the load can be managed such that it is within the
capability of Seward's generators or is supplied by other generators not owned ~y Seward.
SECTION 3. AGREEMENT
3(a). Sale And Purchase Of Electric Power. Chugach agrees to sell and deliver, and
Seward agrees to purchase and receive, all of its electric power and energy requirements from
Chugach subject to the following terms and conditions.
3(b). System Sale Without Reserves. The power, which Chugach is obligated to seU under
this Agreement, is power generated by and/or purchased and transmitted over Chugach's Generation
and Transmission System. Thus, this sale is a "system sale" supported by the resources of Chugach's
entire Generation and Transmission System, and not a "resource sale" supported by specific, distinct
and identifiable generating units and tra1'1smission facilities include4 wiihinthat System, but the
system sale does not include system production reserves.
3(c). Interruptibility Caused by Seward's Reliance on its Own Reserves. On request of
Chugach and for the period specified by Chugach, Seward will provide generation or other power
supply for all of its system requirements allowing Chugach to completely interrupt service to
Seward's load, but only when and to the extent that Chugach's av.ailable power production and
power purchase contract resources (not including emergency power purchases) are insufficient to
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serve Chugach's other firm loads. Chugach will use all of its available resources prior to calling
upon Seward to perform this obligation. Chugach will attempt to provide reasonable advance
warning to allow Seward to supply its own load but under no circumstance should this provision be
construed to require more than two hours notice. Chugach shall not be required to purchase
emergency capacity or energy from others to avoid an interruption under this section, but is willing
to attempt on a case-by-case basis to do so if Seward agrees to pay for any additional costs. to
Chugach for such services. Seward is responsible for all the costs of supplying it own load during
interruptions under this section. In return for Seward agreeing to this interruptibility of power
supply, Chugach will provide electric power and energy under the rates provided for in this
Agreement and the cost allocation methodology described in Section 4, below. For purposes of this
Section 3(c), notice shall be made by calling the emergency services dispatcher for the City of
Seward at (907) 224-3338, or such other number as the parties may from time to time agree upon in
writing.
3(d). Delivery Points. Chugach shall deliver all power under this Agreement at Daves
Creek Substation and near the Lawing Substation at approximately mile 25 of the Seward Highway.
Chugach shall have no responsibility for transmission and distribution beyond these Points of
Delivery.
3(e). Resale Of Chugach Power Prohibited: Limit On Amount Of Power Actually Taken.
In consideration of Chugach's willingness to supply power under this Agreement on an
average cost basis, Seward agrees that (1) all electric power delivered under this Agreement shall be
used to serve Seward's retail electric loads as ultimate consumers and end-users of the power, and (2)
no power taken under this Agreement mayor will be resold to any other entity or otherwise used or
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disposed of, by contractual agreement or otherwise, in any other manner or for any other purpose.
To assist in enforcing this provision, the parties agree that at no time will Seward take, and at no
time will Chugach be obligated to supply, capacity or energy under this Agreement in amounts in
excess ofthe then-existing Seward system demand or requirement for capacity and energy. Nothing
contained in this Section 3( e) shall preclude Seward from using power supplied hereunder to meet its
retail electric loads while engaging in contemporaneous off-system sales of capacity or energy
available to Seward from its own or other sources.
3(f). Joint Use Agreement and Net Billing for Bradlev Lake Power. The Parties recognize
the existence of the Joint Use Agreement and the Net Billing Agreement for Bradley Lake Power,
attached hereto as Attachments A and B, respectively and agree that these agreements shall continue
in effect.
SECTION 4. RATES AND BILLING
4(a). General RatemakinlI Provision. The rates and charges applicable under this
Agreement shall be established, and shall be revised from time to time, in accordance with (1) the
substantive ratemaking principles set forth herein, and (2) the ratemaking procedures set forth herein.
This Agreement and rates proposed hereunder shall be submitted to the Regulatory Commission of
Alaska for approval. The schedule of initial rates under this agreement are set forth in Attachment C
to this Agreement.
4(b). Substantive Ratemaking Principles. All rates and charges applicable under this
Agreement shall be consistent with the terms and conditions of this Agreement and with all other
lawful contractual obligations of Chugach. Such rates and charges shall be based on allocations of
costs designed to ensure that Chugach's total revenue requirement, including, but not limited to
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generation, transmission, ratemaking margins, fuel and purchased power expenses, is divided fairly
and appropriately between Chugach's bulk power supply, generation, transmission, distribution and
retail functions, so that no function will significantly or persistently cross-subsidize the other.
Chugach shall pass through directly and Seward shall pay Chugach average fuel and purchased
power expenses associated with the energy it receives on a monthly basis. Since Chugach is not
committing any system production reserves to providing service to Seward under this Agreement
and Seward is relying on its own reserves, no Production Reserve Costs shall be allocated to Seward.
4( c). Ratemakin~ orocedures. Chugach shall supply and be paid for electric capacity and
energy under this Agreement on a total requirements basis, except that Production Reserve Costs
shall not be allocated to Seward, as discussed. below. The following ratemaking and billing
provisions shall apply:
(I) Allocation of demand-related costs. Demand-related costs, including.
ratemaking margins, (together with custome~~specific costs) will be allocated to Seward for
ratemaking purposes in accordance with a methodology that is consistent with the fairness
principles set forth in Section 4(b) of this Agreement and will be based on Total System
Demand, with the exception that no Production ReserveCosts will be allocated to Seward.
(2) Computation of demand charlles. To establish demand charges (expressed in
dollars per kilowatt/month) for the sale of elec.tric capacity in future rate cases, test year
. demand-related costs, excluding Production Reserve Costs, will be allocated to Seward
based on its proportionate contribution to the overall system peak. Those allocated costs will
be divided by the sum of Total System Demand in kilowatts for each month of the test year
used for ratemaking purposes.
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(3) BilIinsz demand and pavment for caoacity. Seward's billing demand in each
month shall be Seward's actual peak demand on the Chugach systeIi1,f~r that Illonth.
, "
(4) Payment for energy. Chugach will charge and be paid for energy for each
monthly billing period in an amount equal to Chugach's then-applicable energy charge,
(excluding fuel and purchased power expenses) multiplied by Seward's total system energy
requirements for that month, which energy requirements shall be metered ,at the Points of
Delivery. Actual fuel and purchased power costs will be paid in accordance with
Attachment C. Fuel and purchased power costs will be reduced by economy energy sales
margins and wheeling revenues which would otherwise have been assigned to Seward in the
fuel surcharge process based on Seward's proportionate share of the total systCtll firm sales
on the Chugach system.
(5) Customer Charge. Chugach will charge and be paid a monthly amount equal
to the then applicable customer charge multiplied by the number of delivery meters.
(6) - Good Faith.' The Parties agree to operate their systems in good faith to
accomplish the purpose of relying upon the power supply reserves provided by S~ward while
providing Seward with a reduced demand cost allocation reflecting the unique nature of the
service provided under this Agreement.
4( d). Billing. Seward shall pay bills within 15 days of receipt. In the event any portion of
any bill is disputed, pending resolution of the billing dispute, the undisputed portion of each bill shall
be paid to Chugach in timely fashion pending resolution of the disputed.~ount.
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4( e). Margins ( capital credits). Seward shall be entitled to an allocation of margins (capital
credits) based on Seward's contribution to Chugach's electric generation and transmission margins
consistent with Chugach's bylaws.
SECTION 5. TERM
Sea). Effective date. This Agreement shall become effective June 1, 2006. This
Agreement and any amendments thereto shall become effective only upon obtaining the written
approval ofthe Regulatory Commission of Alaska.
5(b). Duration. This Agreement shall continue in force for an initial term which expires at
11 :59 p.m., December 31, 2011 ("Expiration Date"). Unless either Party provides written notice of
termination to the other Party at least one (1) year prior to the Expiration Date, the term of this
Agreement and the Expiration Date shall automatically be extended to 11 :59 p.m., December 31,
2016. If the term is so extended, unless either Party provides written notice of termination to the
other Party at least one (1) year prior to the extended Expiration Date, the telJl1 of this Agreement
and the Expiration Date shall automatically be extended to 11:59 p.m., December 31, 2021.
5(c). Amendments. This Agreement may be amended or extended at any time by the
written consent of all parties hereto, but all amendments hereto, including termination prior to the
expiration of the term hereof, will not become effective until approved in writing by the
Commission.
SECTION 6. PROVISIONS RELATING TO ELECTRICAL SERVICE
6(a). Capacitv To Be Made Available. Except when prevented by an Uncontrollable
Force, or when Chugach has requested Seward to provide for its requirements from its own
resources pursuant to Section 3(c) of this Agreement, Chugach shall make electric capacity
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continuously available to Seward at the Poini of Delivery in the amount ofSe~ard's total demand for
electric capacity.
6(b). Restoration Of Service. In the case of a partial or total loss of service to Seward a.s
a result of problems encountered on the Chugach system, including interruptions under Section 3(c)
of this Agreement, Chugach will extend its reasonable best efforts to restore service in a prompt and
non-discriminatory manner.
6(c). No Duty To Third Parties. This Agreement shall not create on the part of Seward
or Chugach any legal duty owed to the retail customers of any party or to other wholesale or
wheeling customers of Chugach, including without limitation, any legal duty to maintain continuity "
of Electric Power service to other parties or customers. Nothing in the foregoing sentence shall limit
the rights afforded Chugach or Seward under this Agreement.
6(d). Prudent Utility Practice. All parties shall at all times design, construct, maintain,
operate, and repair their respective facilities and equipment in accordance with Prudent Utility'
Practice and standards in order to prevent, minimize, or correct any failures or partial failures of such
facilities or equipment. Seward shall design, construct, operate, maintain, and repa~ its facilitie~ in
accordance with Prudent Utility Practice and shall meet the following constraints:
(I) Impairment of Service. Seward's load shall not cause sine-wave distoJ1ion
or large short-interval demand that will impair service or cause interfer~nce with t~lephone,
television, other facilities or other utilities' customers.
,"
(2) Deviation from Phase Balance. Seward's load shall not result in a deviation "
from phase balance of more than ten (10) percent at any time.
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(3)
Power Factor.
Seward and Chugach shall each supply their own V AR
requirements, as measured at the Point of Delivery, to correct any power factor problems on
their respective sides of the Point of Delivery. Seward must maintain a minimum power
factor equal to or in excess of95 %. Failure to meet this power factor requirement will result
in charges for reactiye power. For each percent of power factor below 95%, Seward shall
pay an additional 1% of its demand charge as computed under Section 4(c)(2).
6(e). Reserves.
(1) Chugach will maintain its own power generation Reserves, as necessary to
support its loads other than Seward. Pursuant to Section 3, Chugach will neither maintain
nor provide Reserves to support, under this Agreement, the generating units of Seward.
(2) In order to avoid damage to or additional demands on Chugach's system,
Seward agrees that it will take care at all times it is operating its generation in parallel with
Chugach's generation to maintain sufficient spinning Reserves (or demonstrably equivalent
automatic load shedding devices) to support any and all of their own generation.
(3) Chugach will plan its system to accommodate Seward loads taking into
account the provisions in Section 3(c) of this Agreement relating to Seward providing its
own reserves.
6( f). Voltage. The Electric Power provided hereunder shall be three-phase, alternating
current, at the nominal voltages set forth in Attachment C attached hereto :I: 5% under normal
conditions and:l: 10% under emergency conditions. All parties shall endeavor to maintain proper
phase voltage balance on their respective systems. If a problem with voltage occurs, all parties will
use their reasonable best efforts to correct such problems.
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6(g). Frequency. Chugach will use its reasonable best efforts to maintain its system
frequency at 60 hertz averaged over each twenty-four hour period.
SECTION 7. METERING
7. Each party shall (1) make or provide for biennial tests and inspections of all its meters
and recorders used for billing purposes in this Agreement in order to maintain a commercial standard
of accuracy, (2) restore to a condition of accuracy any meters found to be inadequate, and (3) advise
the other parties promptly of the results of any such test which shows any inaccuracy more than 0.5
percent slow or fast. Each party shall be permitted to have representatives present at such tests and
inspections. Each party shall notify the other party at least one (1) week in advance of the tests and
inspections. Each party shall make or provide for additional tests of its meters and recorders at the
request of another party and in the presence of representatives of the requesting party or parties. The
cost of any additional test requested by such party or parties shall be borne by the party owning the
equipment if such test shows a meter or recorder is inaccurate by more than 0.5 percent slow or fast.
In the event that the result of such tests shows a meter registering in excess of 0.5 percent either
above or below the current registration, then the readings of such meter previously taken for billing
purposes shall be corrected according to the percentage of inaccuracy so found for the known or
estimated period of such error, but no such correction shall extend beyond ninety (90) days previous
to the day on which the inaccuracy is discovered by such test. For any period that a meter should fail
to register, or its registration should be so erratic as to be meaningless for billing purposes, the bill
for power and energy shall be based upon records from check meters, if available and tested for
accuracy, or otherwise upon the best available data.
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SECTION 8. GOOD FAITH PERFORMANCE OF RIGHTS AND OBLIGATIONS
8. Each party to this Agreement covenants and agrees to act in good faith under this
Agreement and the terms cited herein and perform in a manner consistent with Prudent Utility
Practice. The Parties recognize that the Limited Interruptibility feature under Section 3(c) of this
Agreement will require and the Parties agree to coordinate closely on matters relating to service
interruptions for maintenance or other reasons.
SECTION 9. FORCE MAJEURE
9. In the event any party, by reason of an Uncontrollable Force, is rendered unable,
wholly or in part, to perform its obligations under this Agreement (other than its obligations to pay
money), then upon said party giving notice and particulars of such Uncontrollable Force, its
obligation to perform shall be suspended or correspondingly reduced during the continuance of any
inability so caused, but in no greater amount than required by the Uncontrollable Force and for no
longer period, and the effects of such cause shall, so far as possible, be remedied with all reasonable
and prompt dispatch. The affected party shall not be responsible for its delay in performance under
this Agreement during delays caused by anUncontrollable Force. Seward shall be responsible for
meeting its own power supply needs either from its own resources or from other purchases when
Chugach power is unavailable by reason of an Uncontrollable Force.
SECTION 10. RESPONSIBILITY FOR POWER SUPPLY AND DELIVERY
IO(a). Responsibility Of Parties. Except as provided in Sections lO(b) and lO(c), each
party shall assume responsibility on its respective side of the Points of Delivery for the electric
service supplied and/or taken, as well as for maintenance of any apparatus used in connection
therewith. Regardless of the foregoing and of the location of any Point of Delivery or metering
11
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point, however, each party shaH be responsible for maintaining and operating its own fllcilities
unless (1) a different division of responsibilities is agreed upon in writing by the parties, or (2) a
, '
different division of responsibilities in specific emergency circumstances is agreed upon orally or in
~ . ' ,
writing by the parties.
IO(b). Indemnification.
Each party shall, as to all actions taken relevant to this
Agreement, indemnify and hold harmless the other party, its directors, officers, and employees,
against all loss, damage, legal expense and liability to third persons arising from any injury to, or
death of, persons or injury to property to the extent caused by any negligent act or omission of the
indemnifying party, or its directors, officers, or employees.
IO(c). Notice. Defense And Settlement Of Legal Proceeding.
(1) , If any legal proceeding shallbe instituted, or any claim. or demand made,
against any party hereto (hereinafter called the "Indemnified party") with respect to which
the other party (hereinafter called the "Indemnifying party") m!ly be liable hereunder, the
Indemnified party shaH give prompt written notice thereof, within thirty days thereof by
certified mail, return receipt requested, and promptly deliver a true copy of any summons or
other process, pleading or notice to the Indemnifying party.
(2) In any action in which there is no reasonable possibility of joint liability of
any parties to this Agreement, the Indemnifying party shall have the absolute right, fit its sole
expense and without the consent of the Indemnified party, to defend and settle any such legal
proceeding, claim or demand. However, the Indemnifrin~ party shall give notice, if
possible, to the Iridemnified party of any proposed settlement. In no event shall the
participation of the Indemnified party in the defense and settlement of any legal proceeding,
12
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claim or demand, interfere with or alter the Indemnifying party's absolute right to control the
defense and/or settlement of the legal proceeding, claim or demand. The Indemnified party
may, if it sees fit, participate in defense of any such legal proceeding, at its own expense.
(3) Where joint liability of both parties to this Agreement is a reasonable
possibility, no party which has exposure to joint liability shall be limited in their
participation in the action.
(4) If the Indemnified party, without the prior consent of the Indemnifying party
(which consent, if requested, shall not be unreasonably withheld), makes any settlement with
respect to any such legal proceeding, claim or demand, the Indemnifying party shall be
discharged of any liability hereunder with respect thereto.
(5) The Indemnifying party shall pay all reasonable costs incurred by the
Indemnified party in any successful enforcement of this indemnity.
SECTION 11. INSURANCE
II. Each party agrees to use its best efforts to obtain and maintain in full force and effect
during the term of this Agreement, adequate insurance with responsible insurers as may be required
bylaw.
SECTION 12. WAIVER
12. Any waiver at any time by any party to this Agreement of its rights with respect to
any default of the other party hereto, or with respect to any other matter arising in connection with
, .' .
this Agreement, shall not be considered a waiver with respect to any prior or subsequent default,
right or matter.
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SECTION 13. SEVERABILITY
13. The provisions of this Agreement are not intended to be considered in isolation and
each such provision represents a portion of the consideration agreed upon among the parties for each
other provision of this Agreement. The parties believe that it would be impossible, in general, to
invalidate or sever any particular provision of this Agreement without working a potentially great
hardship on one or the other of the parties, and without denying one or more of the parties of
important, bargained-for consideration. If, after this Agreement lias become effective, any article,
paragraph, clause or provision of this Agreement shall be finally adjudicated by a court of competent
jurisdiction or a regulatory agency with jurisdiction over the parties tobe invalid or unenforceable,
or if any administrative agency with authority over the parties shall 'require changes to this
Agreement, then the parties shall in good faith meet promptly to negotiate lawful amendments or
modifications to this Agreement that will effectuate the original intent of this Agreement and return
the parties as nearly as possible to the position that each would have enjoyed in the absence of such
judicial, regulatory, or administrative action.
SECTION 14. SUCCESSORS AND ASSIGNS
l4(a). Assil!:nrnent Generally. This Agreement and all ofthe terms and provisions hereof
shall be binding upon and inure to the benefit of the respective successors and assigns ofthe parties
hereto, save that no assignment or other transfer of this Agreement or ~y interest hereunder by any
party hereto shall be effective without the prior written consent of all of the other parties (which
consent shall not be unreasonably withheld), and said assignee must, in the con,mierciallyreasonable
opinion of the other parties, be financially capable of assuming such obligations. Chugach agrees
not to sell or otherwise dispose of its Generation and Transmission System (orany portion thereof
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which is needed to permit performance of this Agreement) to any entity that refuses to assume or is
unable to perform Chugach's obligations under this Agreement.
14(b). Assignment to Secured Lenders. Notwithstanding the provisions of subsection
13(a), any party hereto may assign this Agreement, together with all of its rights and obligations
there under, (A) to or in trust for any secured lenders of such party, for the purpose of securing
obligations for borrowed money, or (B) pursuant to the exercise by any such secured lender of any of
the rights, powers or privileges provided for by tl)e mortgages or other security instruments of such
party for borrowed money; provided, that no such assignment shall in any way relieve such party of
any obligations hereunder. No such secured lender shall, as a result of such assignment or the
subsequent exercise of its rights with respect to this Agreement under any mortgage, deed of trust or
other security instrument, be construed to have assumed, or otherwise to have become personally
liable for, the assignor's obligations hereunder, but such secured lender's ability to exercise the rights
of its assignor hereunder shall be subject to performance of the assignor's corresponding obligations
under this Agreement. In the event any such secured lender exercises any of its rights, powers or
privileges with respect to this Agreement under said mortgages or other security agreements, such
secured lender may thereafter assign this Agreement, together with all the rights and obligations
there under, to any entity authorized and able to perform the obligations under this Agreement,
which entity shall succeed to all the rights and assume all the obligations of the borrower-assignor
under this Agreement. Prior to the exercise by any secured lender of any rights or remedies under
any mortgages or security agreements with respect to this Agreement, such secured lender shall give
the parties hereto reasonable notice that it intends to exercise such rights and remedies.
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SECTION 15. NOTICES
15. Except as to notice of interruption provided in Section 3(c), any notice or demand
'required by this Agreement to be given to any party shall be effective when it is received by such
party, and in computing any period of time from such notice or demand, such period shall commence
at 12:01 p.m. prevailing time at the place of receipt on the date of receipt of such notice or demand.
Whenever this Agreement calls for notice or demand (unless otherwise specifically provided), or
notification by any party is necessary, the same shall be in writing directed to the General Managers
oUhe other parties. Should telephone notice .be necessary, it shall be directed to the General
Managers or to a designated or otherwise appropriate subordinate. The designation of the name to
which any such notice or demand shall be directed may be changed at any time and from time to
time by either party by giving notice as provided above.
SECTION 16. DEFAULT AND DISPUTE RESOLUTION
l6( a). Notice of Default. Upon failure of any party to perform any obligation hereunder,
the party or parties to whom such performance is due shall make demand in writing upon the
defaulting party. If such failure, other than a failure to pay Chugach when such payment is due, is
not cured within thirty (30) days from the date of such demand it shall constitute a default at the
expiration of such period. Chugach's bills to Seward shall constitute written demands for payment
for purposes of this Section and Seward shall be considered to be in immediate default of their
payment obligations if such bills are not fully paid within 10 days after they are due.
16(b). Performance Pending Resolution Of Disoute. Pending resolution of any dispute,
each party shall continue to perform its obligations under this Agreement, including the obligations
to deliver and receive electric power and the obligation to pay bills submitted by Chugach for such
16
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power. All parties shall be' entitled to seek immediate judicial enforcement of this continued
performance obligation notwithstanding the existence of a dispute. Application for such
enfo~cement shall be made to the Superior Court for the State of Alaska, in Anchorage.
16(c). Consultation To Resolve Disputes. After notice is delivered and before default
occurs under Section 16(a) the parties shall in good faith endeavor to meet promptly and to resolve
any dispute through good faith negotiation. If a party has met its obligation of good faith under this
Section 16( c), and if the dispute has not been resolved before default occurs, than that party shall be
entitled at any time thereafter to seek immediate judicial enforcement of this Agreement in the
Superior Court for the State of Alaska, in Anchorage, by bringing any suit, action or proceeding, at
law or in equity, including without limitation mandamus, injunction, damages and action for specific
performance, as may be necessary or appropriate to enforce any covenant, agreement or obligation
of this Agreement
16( d). Remedies Cumulative. No remedy conferred upon or reserved to the parties hereto
is intended to be exclusive of any other remedy available hereunder or now or hereafter existing at
law, in equity, by statute or otherwise, but each and every such remedy spall be cumulative and shall
be in addition to every other such remedy. The pursuit by either party of any specific remedy shall
not be deemed to be an election of that remedy to the exclusion of any other, whether provided
hereunder or by law, equity or statute.
SECTION 17. RIGHT OF ACCESS AND REMOVAL
1 7. Each party will have access to the premises, facilities, or property of the other party at
all reasonable times for any purpose necessary or appropriate to the performance of this Agreement.
Upon termination of this Agreement in accordance with the provisions hereof, each party will
17
45
remove any property or equipment which it may have iI:lstalled on the premises of the other party for
any purposes hereunder. Seward shall provide Chugach with access to existing metering or allow
Chugach to install any metering and equipment necessary or convenient to allow Chugach to track
Seward's load and generation during periods of interruption of service from Chugach.
SECTION 18. APPLICABLE LAW.
18. The parties agree that the interpretation and application of this Agreement shall be
governed by the laws of the State of Alaska.
SECTION 19. MODIFICATION
19. No modification of this Agreement shall be valid unless it is in writing and signed by
all parties hereto, and approved by all appropriate regulatory and administrative agencies or bodies.
SECTION 20. SECTION HEADINGS
20. The section headings in this Agreement are for convenience only, and do not purport
to and shall not be deemed to defme, limit or extend the scope or intent of the section to which they
pertain.
SECTION 21. MUTUAL COVENANTS AND WARRANTIES
21. Each party covenants and warrants to the other parties that it (1) has the legal
authority and ability to enter into and perform, and (2) will at all times maintain the practical and
financial ability to perform this Agreement and each obligation assumed by such party under this
Agreement.
SECTION 22. APPROVAL OF THE COMMISSION
22. This Agreement does not take effect without the prior approval of the Regulatory
Commission of Alaska and is at all times subject to revisions by the Commissi9n.
18
(7
SECTION 23. DEFINITIONS
The following terms, when used in the Agreement and Exhibits hereto, shall have the
meanings specified.
23(a). Agreement. This Agreement for the Sale and Purchase of Electric Power and
Energy.
23(b). Electric Power or Power. Electric energy or electric capacity. or both. Where the
context of this Agreement requires a distinction, electric energy is expressed in kilowatt-hours
(kWh) or megawatt hours (MWh), and electric capacity is expressed in kilowatts (kW) or megawatts
(MW).
23( c). Generation and Transmission Svstem. All existing and future facilities(whetheror
not operable, and whether or not operating) used by Chugach for generation and transmission of
electric power, including, in addition to physical generation and transmission facilities and facilities
associated with the provision of fuel for electric power generation, Chugach's rights and obligations
to obtain (by purchase, wheeling, or otherwise) electric power generated by other entities or fuel for
the generation of electric power by Chugach, to the extent that the costs of such facilities and rights
are allowably included in the rates charged to Chugach's retail consumers.
23(d). Production Reserve Costs. Costs allocated to that portion of Chugach's power
production capacity that represents available power production capacity (including contract power
purchases, but not emergency power purchases) in excess of Chugach' s system peak requirements.
23( e). Prudent Utility Practice. At a particular time any of the practices, methods and acts
engaged in or approved by a significant portion of the electric utility industry at such time, or which
in the exercise of reasonable judgment in light of facts known at such time, could have been
19
43
expected to accomplish the desired results at the lowest reasonable cost consistent with good
business practices, reliability, safety and reasonable expedition. .Prudent Util~ty Practice is not
required to be the optimum practice, method or act to the exclusion of all others, but rather to be a
spectrum of possible practices, methods or acts which could have been expected to accomplish the
desired result at the lowest reasonable cost consistent with reliability, safety and expedition. Prudent
Utility Practice includes due regard for manufacturer's warranties and the requirements of
governmental agencies of competent jurisdiction and shall apply not only to functional parts of the
parties' generation, transmission, and distribution facili.ties, but also to appropriate structures,
landscaping, painting, signs, lighting and other facilities.
23(f). Reserves. Electric Power needed to avert shortages of capadty and/or energy for
the benefit of retail or wholesale consumers that a utility system is obligated to. serve and which is
available to that system either from facilities or from purchases or other arrangements, which such
system is contractually entitled to rely upon for such purposes.
23(g). Total System Demand. The Seward demand (regardless of whether Seward is
receiving power from Chugach or its own generation) registered during that IS-minute interval for
each month in which the sum of (1) the demands metered at the delivery points described in Section
3( d), and (2) the demands on all Seward generation is greatest for that month. Seward shall permit
Chugach to install, or cause to be installed, suitable metering and registration equipment on its
facilities.
23(h). Uncontrollable Force. Any cause beyond the control of a party hereto and which by
the exercise of due diligence that party is unable to prevent or overcome, including but not limited to
an act of God, fire, flood, volcano, earthquake, explosion, sabotage, an act of the public enemy, civil
20
~9
or military authority, including court orders, injunctions and orders of governmental agencies of
competent jurisdiction, insurrection or riot, an act of the elements, failure of equipment, or the
inability to obtain or ship equipment or materials because of the effect of similar causes on carriers
or shippers. Strikes, lockouts, and other labor disturbances shall be considered Uncontrollable
Forces, and nothing in this Agreement shall require either party to settle a labor dispute against its
best judgment; provided, that during any labor dispute all parties shall make all reasonable efforts
under the circumstances, including, to the extent permitted by law, the use of replacement personnel
and/or management personnel and/or other personnel under the provisions of a mutual aid
agreement, to ensure, ifpossible, the continued ability of the parties to produce, deliver, receive, and
distribute the Electric Power that is the subject matter of this Agreement.
CITY OF SEWARD
CHUGACH ELECTRIC ASSOCIATION, INC.
ATTEST
21
50
90n762493 NO. 485 P. 2
.MAR. 8.2006 12: 14PM
.10 lIlT tiS!: AGRUM!:li'T
BENEtti
CIn OF StWAlUl
AJlD
CBOCA.ca ~tCTkIC ASSOCIATION, ne.
Th, C!ty of Sevard, a .unieipal corporation of the SI
of 1.1..1:. (bar-illaftu' ..!!.".rd~), alld Ch\t9.eb Ellctric Auoc
ti.OI'l, Inc., all Ua.ka nonprofit elect-de c:oo~ntl.. _abcrl
co~r.tion (b.rt1na~tlr .CblJ9011cb.). d..ire to coop.rate La
~n aSI of th. pole. and ri9ht-of-vay ~clfle.117 deleri~
the Scope of "9"le_nl: and t.herefore Illtllally 'qree to the foll
in, 'Cellonable ten. and CClncUtiotis.
U1'XCt.! I. SCOPE or 1,C;P.E~ENT
'rtlLs A9re_nt IIh.ll bel.n efhet iA nlpeet to the po
11n. to be .conatruct.ed by SevareS 011 II D_ rl!lbt-of-vay vb:
gen.rally coincide. ~ith a r1ihc-ot-w.y pr..ently ~eqpi-4
Chllgaeb's d1&t.ribatioa line bet._.n D..... c:"u):: SlIbat.t10n ~
Lawing' 1n Chi su.tI of .\1...)::&. 'the ''''1st.1.n9 pole Hlle ot Cbugl
is to " re~vr:d IU\d ChU9.ch' S c1.rC\\1.tll Ire 1:0 be tran.lerred
Seward'. new poll l1n..
:robe pol.. to be O::OSMOn1y L1.s~ .are sbown on !%hiblt ~
attaeh,d hereto &n4 on which 1. indicated the loeation, the belg
.and class, and tile init.l~llY propol~ Ittaeha"nu of S"va.t;4 ...
Chugacb.
'l'be 10O::Hlona,'belghu an4 at.un9t.1:lA o! tbe poles ~ t
eoauoonly 1:1.'" p'C'09ide tor Chl1gacb'. fQtllre reqQin..nu, it .a<a]
's developed in 1u pl,n.ni.~ .tycUu.
Cbu9ach sh.ll h,,,. tJl
rlq~t, .ubject to t.h" ot~er pro,,1sionl of this A9ree.en~, to ~
r.b8$' indicated 1.;o"0..."'..nu lit the e1... they au nlledecl tbro\l9~
out the l1fe of this A9ree..nt.
JOIN1' us!: A:iR.EEMENT
PA.GE 1 of Hi
~A
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Clll.l9.c:h vLl1 own &Il4 opuu.e the dbt.E'ibut.Lon uncfu
&nd the pole Ittac:hlll..ntl. a..oc:lnd with t.hhundubuUIl II
fleet.d on hhlbit .A."
S..vn&! v111 ovn and openu the 115 tv t.nn..1a.1011
and th.. c:-oe..on Ill.. po1n.
Chllilc;'b &lid S'''Iord ban eo-~\lU rlg!:lu to ba". t
UtacluMnta CC'l the coaaon-us. pol.. both during tb. tenll Dt
Aqrcc_ll1; oInd att..r thc A9r....nt 11 t.~ln,n-<l.
My 41s1
bet_en t.he partha con~rQin9 tile j01111; IllUI ot thcsa pol.. ,
be reaol..ltd 1n 900cl hit!! and with .acb ~.IIt.t:r lMU1D9 i~
sbare ot .."y co& t.. *1ther Pirty IrUl be reqllirll'd to UZ'lll;
iu p'nl"!f\~e on a eoou>on uu pole P.Dcllft9 the reSOlution Of
dispute ~tv.en the pert1...
ARTICL~ II. S~EcrrlCATrON$
The co-.on II.. o( pol.. CO..er.cJ ~ till. A9r.....nt abj
It all ti.,u l;Onfo~ to Ule requ1r...~t.a ot the II.Uion&.l Ele~1
c:&l Safety Code. latllt edition. and the rul.. and ~datLon&
IQY 9<:>verNllent&l entity bol"ll19' luthodt]' eVer tbe &WljcC't Utt.
Tb. co..on use ot polea CO".red by tb:l.s A,9re.._nt III all 11):...,1
be la eecol'dene. ttlt.b lndll&U'1" atlnd.aJ:'d& al'lcl all.llll not l:'OIlill,
vith ..ie aceaslI by r.pdr.en to lilY eqlSlp:llUlt that. _ay H 011 ~
poles,
The c:oa.gn un ot tbe polu CO'l'u'ec1 by ebb "'ineller
IIhall be ion Accerdance ....i tll the buUetilU oIlnd speeil1cu illlUl c
the Rural .tleccrif1catf,Qn M-in1t1cnUOl\ whicb 011:'. IIpplicA.ble t
the Subject Jl.lItter.
.\RrlCU In. tSTULISIIIIG CClIOlON oS! POLr:S
Chugaell ~re.. to allow Sew.rel to perto~ .Ilcll ""d: or
Lts existing pole line u 11; nec:eUAry.tQ !iIIcl1ltu.e the ecnn~e--
tion ot the new POle Un. And to re_"e ~he e:rht1ng flclh line
upon C'oa..let.ion of the nev poJ.e 1.I.ne oIl1d r.he clrCllita ot both
plrties.
1.11 "'01,"); p.rfo~.d by 5."'1:'15 III con".c;'t1on witll the
eonStruCtlcm of th. new POle Un. and the att.ac:b..nt of the elr.
JOllf'1' 17SE AGJU:VltH1'
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eultl of Sc",.rd IlId Chugach to thl Mil pole 11"e Ihdl CQnforll tc
t.he t-<;uln..nU of t.ha Mat.lend Ehc:t1:1cal Sdety Ccxlc, l.tlts'
.-dlt.lon. ..nd the rllln 'and n9I1latien.' ot any goveI'naental entit.)
blving allt.l'lor It)' o'ur tll. Il;Ibject ..\:t.n' , inCll;ldJ.lIf the hulletin.
11'14 Iped,Cle'tion. of thl Rural Ilhc:trlf1eatlon A4:lIl1lhtratlor
which an appUc:&b1e.
Thl put.!u egret Cha.t the CQtt ot the WOl't ","teon.4 or
Chug.cla '. edltl119 pol- 11"a ~ the inat,llat.ir:.n ot OlQCjlac:h'.
.attacb...nta and c:1relliu on S..ar4'. pob 11". .b.li11 be borne ~
s."ard.
,
An,. nellariD9 of u:ht.1nq rigbt.I-of-way and MY' t.ree
t;d-in<3 necessary fo!: the utablb~nt. of tbe co-aon au pole.
.hall ~ pe:tforMd b)' Seward and the C:OIU. of such ..laar1ncj Ihal1
be borne by Seward. MY cllaring or tr.. triaai". wbic:h bec:o....;
Dec...ary tot t..be ....int._Dee of tile C:O__D _e pole. &h<<11 be
bandled .. apeclUad ill Articll V.
All pol.. ~nl:r uaec:l uoc!u this A9U_nt Iba11 re-
JUlin the prop.1:t1 of S."..rd. If ~itioba1... -Il au pole. are
!:equlred following tbe inItial co".trllctlon of ~e c:oaaon ase pole
11ne .."d If .dell new pole is for the &ole ben.tit of S.".~d.
s..aN ,,111 be rellponsible for the Hr.ting of th.. new pol. and tbe
attaehJlent of iu he'Hides to the new pole. Cllgqacb ,,(11 be
responsible for tbe attachaent of It.1 facUities to the nev' pole.
but Se...ard will re~burse to Chll9ac:h the re..onabll eosta .s~c:l.
.tel! vit.h such .t.t.ehllent.. If the ne'" pole is fOl' the 110141 bene.
tlt of Chu..ell, S.IIard will b4i r..pon.1tI1e fO~ the aut.lnt gf the
new pO"e and tile .tt..e~~lQt gf itl hc:iUtie. to the Dev pal..
Chugach will be responsible for' tb. attechaent of lts hcl1h.1es
to the ne~' cole and ..Ul !'e i.bursl to Se....td the r~a..on.blo costs
of the sett In9 of .tb.. n.... pole but not the eostl .associated ..ith
the attac:h~.nt ot Se..ar:d'a .fa.cilit.ie5.
JOINT DSE ~REtKINT
'ACOt: 3 of 16
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P. 5
"~TICLE IV. U.,SEMt)l'J'S MD J\ICII-rS-OF-WA\'
Chug a ell .hall be nue4 &I an .deU t lend party ~o I
ri9hu-ot'-"ay ac:quind b:I s....ard 1n c:onneetion -h.h the c:o..on-e
pgle Une bet_en Da"." cre.lI: Substation an4 L."llll). C~u9~
ah.ll h.... t.he rigbt to r....1.... and appt'C79. &11 aueb rL,llu-of-.
and .hall eurei.. thll r1qht of t"'l.", atICS apPTOYal 11l II na~
alll. .a~r. actb partle. .gr.. to ob....... all ean4l.tloll' CI;
ta1nad lQ apY Ideb .a....D~..
AJt'rtCU T. IV.~I or POU:s,
A I'tACmu:HT:i ,ull 11 GII'f'$-or.-...a.r
,
lal S."u'd sball. at 1tl 0W1l ullCnae, .a1ntl1" tb. cc
.only IUed peles in .. a.te ahe! ..rorleubh c:oaeUt:l.on alW! 1n aeec
danc. vlt;1'l t.he spec:1ficatldna of tbe National EJ.eculeal Safe
c:ode, 1.~ea~ e4ltlon. .nd tolle fllrl:.llu .pecJ.fIc:atlolu ...nHoned
AreJ.cle II. Sevard .b.ll repl&CllII, n1nf'oree or n~lr .uc:h
tbes. peles a. beeo.e "eteet1...
(b) Vb..n......!:: It ill oeeau&ty t.o replace a c:c:..gDly ,.
pol., Scvard shall. bet'e.:'e .uilll) such r.plaee_nt, 91..... YJ:lt.t
notl~ thereof 30 daya in w.6'fIDCllII lexcept ill c:....e of _rgeDC'
"hen vertlal notice vIll be gl..... and .ubcequentlt c:ollfiJ:'11eC5
1IT1UntJ t.o Chl:lfaeh, speei~yIn!l 111 .ueh eotl~ th. d.e of SU"
p!'OpClile4 replacelllent ..lIel Chllgactl sll&11 at t.he ti_ SQ .pedfle.
trand'u' i.t. .attac:"'-ent.. to th. nev jolnc. pole. rbe !'lI!phc:e_1
of tb" jo1l\t. pele and t.h. attaebMnt of "he fll.cilHl.. to ..l
part.y .ull be den. 111 aueh a .aaau as to ~1)' vit.b ~. prO"ll':
doll.S of . ubsec;;t.lon (d J of tbh 1-J:'Uc1e.
(cl E..c;;b p..rty .b.a It &11 d..e. ..1ntal.l\ .U ot i,
Ittlch.ent.. In ac:corr5ance vith t.he speeifleatlona ..l)t1ona4 l
Article It and sball leeep th... in Jlea condition and in thoro~~
repllir. r::ac:h party .h.ll ...S.ntain U dl tilllf:S, eithe!' -111-hou$.
or ~'1 atr..aent. with I qdalifled C:Ol1t.rac:tor. the capability. :;;
h:Jun I eSa:.", 7 c5ay. .. ..e.~, of responlling foC'thvlth to rllpdr c:
JOIJt1 USE .o.G~~!1IT.
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9072762493
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P. 6
r'lplaC. it. faeiUtl.. or otllervin n,poneS tOltaU9ucy .ltll-
Iltiona ..neS .lIall let.p the otlllt In[onalld .. t.o the phont nullherl
to I'IOtity of _ergenc:y concHtlon.. Q\l'lHl~ c:ontrac:tor .lIall be
d.finK a. . ~ntr.c:tor vho 11 duly l1eulotd to do tht aqulr.eS
..iot'l\&ne. wot'k, who po........ .J:p4d,nCtl In doln! Illc:h watk, ~o
p<l....... t-b. l).c....q ..qlli~'i1t to do neb ~~k and wDo -.ploy.
p<IIraon' to do the .cU.l lWint.n.nc. -ort vbo po..... CUrrent
e.rtlflclte. ot titn,.. for tll. p"rfo~ of .ucb work.
(d) If the tlcil1tiu oleit.IMr pa~J' .Ire IlIDt .dnuin.cJ
1n Iccord.aAce wlth the apecitlcaUOI\I of till. Article Uo4 U .lIob
.
t.eUlt.ies tIlr..t.n t.he facUiti.. of ~e oth.r ~rtJ, tbtin tbe
p.u.ty vhose faellHh. II:'I tllrut,n4CI ..y take tbt fOllll"'ing
act 10M
, . If tbe threat poled by tb. Don-Nlntdned
tac:Uit1.. c30u DOt. canat.itllt. all _rgeDq', tIl. party
>Ibo.. .eacil1t.iti. .are tbr..tenotd .ba11 notU.,. tIl. oth.r
party bot.h ordlr and in lI'l'iu'lI9 of 't.b. .dnlng
t..br,at. . The party vtlon f..cUlu.. an DOn-Ulntaln'lCl
sbdl _.t within 30 clay. Ilf ~. "eelpt. of th. vdu.n
IRltiee in order to dhcuII ..nr a.teet.
2. If tb. threat ,5lO.eC1 !:If the ncm-adnta1notd hcil-
I.ti.. dOti. ~nstita1:.e an eaergetlq' 1n that it po'u a.n
uadn.nt. t....u~...t to tile hciUcles nf th. Iltllu- ~rty,
t.h." the party wbo.. hciUths are tb:rutene4 sball
atte.pt to notify tb. ether partJ' at hut. o1:&l1r of the
ezbt.n/;'l of tbe eMrg.ney .itution. If t.he uerg.ncy
.itla.Uo" is not iNIe4iate17 ca~rec::ted by the other
poarty, t.hen the party whose hcLlities are tbrutlnec!
a~.a:'l :;.e .lloved t.o per!o!'ll only such ...ork on the fac:il-
itie. of the other a. is n.ce.eary to reaove tile l..e~i-
aU ~ergenc::y.
'rile puty pnfonlini suell 'fOr): sb..ll
heve no 11llblll.ty t.o tile otllef party for da.sages caused
JOINT USE ACRE&KENT
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to th4 hcUltlu of the otllu' p.art)'. ., · ruvh of IUCI\
",ork vnlell .\lch 4'..9* 1- C&llled by thil. recUu" ot'
"l11fvl .u.ugud of t.he other'. hcl11ti.. not jllltl-
Bed by the oargenC')' eonditlon. then inyolnd. ne
party 401n9 the _rgenc:y wOrk .ha11 (u'C'nlah the ot.llet:
party or.l and vt:it.tan notleoa ot t!M _rgency u JOOft
a. 1- pnctical. 'nIe ".lOn.ble co.t. fe'( .lIch ..r-
genl:)' vorlt .ball be re1~llr..d by tbe part)" wbo.. IlClD-
.&lntaLned hclUti.. =u.t..a t!le _rgenqr. III tobt
."ent of an _r,eDCJ' .Uecdag jo1nt.17 the hcU1ts,,_
of Sev.rd ano!! Cb\l9acb, the partie. ..ay .acb tutor.
t.heir hc:1Hdu .. &OoD .as is huibh.
(.) neh p.arty .hall at all t ble. tak. t.he n.c....ry
.t.eps to .in1.1se t.o the ext..nt reasonably poaalble any dia~tion
Jon the Mrvil:U p'C'O'I'i4e4 by =_ ot.ber'. facUlti... 1lb.re 1&&1_
unVlC' vork, either ._rgeney 01:' ot.tlu'Wi.e, Oft tM facll1tiea of
one ~rty nace.sluta. lnt..rruption i,Q Mt'Y:l.C'$ p["O..14e4 by the
f.cillt.iel of ~ other party, .uch ..int..n.ace work .hall bep.r-
!0r-4d i.D sudl . unner ao as to IUl\b1.. t.o the utent. r.uonably-
posalbl. t.h. lJlturupt.loft, in .ervice.. TtI<< p.art)' "'ho" .linten-
.anca .ork ",Ul lIe~ult.a~. the int.erruptlon in S4trt'lce pJ;ovi4ed b)'
t.he ot.IUlr put]' sbell not.if)' tha other p~r'ty I.n Il4vlUlCe bot.!:l
orally and in vrit.1ng of sucb plannecl llaint.eru~nce work. th. P4't'ty
.mose luvlc:u will be lnt.errlapt.ed by lIIeb 'fOrk al\all b..... t.be
ri9bt to revi.... and apprO'le t.he plu for: ..tnt.n.anee voJ;k or tbe
otber: vb1ell will n.c.....tat.. I:be inbrrupt.i- ill .."iee.. Sq,c:tI
ri'iilbt. of r..,lnr and appl:'_al _hall be ell:erclse4 ia a reuonable
..nner.
~: then i5 an unteasona!)le 61.;;upt lOll lon service .i a
resQlt oC ;lIdntenal'lC' VClrk by t.b. other part.y, t.he party .vlle..
"
s.rvice. have be.n ,JilrQPted aay notify the ot.llerp..t'ty ot the
dlosruptlo:-.. If thl .aC'yl.ce disru:;:>tl.on..1I not La.ai.tely. C::lr-
JOIn os!: ....(;l\EtMEHT
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uer.ed by t.he otber party, tht p.arty "bo'e urvlcu hut be..
dlsrllpted .hall be allcve4 to putO['JII such vork .. 11 I'ttc:uury t..
u..4y, the unrluon.ablc dhruptlclI in "rYlee.
'nIe rt UClnllbl.
coaU of IUch vork to ecruet the nrvlcoe dllruption callud by tll...
ul11ten.lIc. IIOrk of the et.har party .ball btI nlJlbural4 to u.,
p.&(ty IIIho.. u"lce IIIU clhrupte4 by the part.y c"II11Dt tb. clllRp-
tlon.
If) Seward IIIill POt allow att..chaanta by &ny third part!
_ the ~n-Il" pole. vitbollt "C'Qrlng t~. prior a:>acllrnnee ~
Cbu9<<c:b to IUc:b atta~Dta. Cbugaeb _ball tlOt llIlnuonably with-
bold ita eoncllrrene. to the ~rO'l'a1 of .ucb att.c~nt.. 110 n=
IIttaCOMentS by a tblrd party ...111 bt .ppro....,! by S."ud on the
~n u.a pglu "it.bOut secllrlolj such third part.y', eljre..ant t.o
"lIintaln its IIttae!utent.s in olIceord&.llce vlth tba '~e:i.f1c&tlon' of
Artie1. II o~ this Agreeaaor..
(g) All ZleeeU&rJ' rigbt-o~-"'ay _int.ell&fte., pertainlD9
to the COlIUOOn-u" polel ~ attaehJlent. lnellllUng tree tr_ln'1 IOIr'
cut.ting. sball be iHIrfors-d by Sevud. ~ eosu of IIU:!I 1'1'1111:-
O~-Vll:r aallltenanee shall be bonae by the part I.e. tQ thh agrulHM:
.. tol1oVII. Seoral:'d will pay 2/3 (tvg--tblrbl Qf tbe C'Oluof tbe!
adat.enanc:e ooOE"k aM C:bll9aeh will pay t.be l:.-dni.D9 1/1 (one-
t.hiE'd 1 ol the costa IOl suc:b _rk. ..0 a,dnt..nane. 1IO;r1l: ,,1.11 be
perforsad by SI".rd wltbollt the prior coneurl:'.nee of Cbll'lcb as to
.'
tbe pedonaance of SUClb work.
r..son.bly wlthbeld by Cbuga~b.
5\1eb ecncurrence slall not be IIn-
A.RrICLI: VI. PJl:OC'E'DOU dElI C!lAAACTn
OP CXRCOITS IS CaANGED
(&1 When either party a.si.res t.o chang. the chlracter of
its circuit.lI, SUCh part.y wUl 9i". thirty (30) hYI I'lOtic:e to the
Qtller part.y of sucb conteaplar.ed chllnge in t.he cbaracur Qf Lts
circuit.s. My such c:han,. in t.he cbar.cur ot' the ct:rcllitl shall
require th!! concurrence of bath part.LeS, .:-13 slIch eonc~~r.~=e will
~OIRT USE ~~REEXtNT
l~GE 7 of "
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not ~ unr. lIonlbl.r 11'1 thhe1d. AU c:-ona t'C'uc:t1on C:hAn'tI nqlll;
t.o Ic:c:oll104&t, th. nw circ:uita ah.ll ..et t.he tet'aa of th.-.pee
~ ic:..t ion. .Itlt ione4 in Art leh n for the ehlrlc:t.er of th" c:j
cui t. invol,...d.
(Ill If th. c:b'nge In tb. char.cter gf c:itc:uiu requir
pole repl"C:eMnt. ~Ol' tl:l" -le benellt of '-.rd. hnrd wUl
r..pon..lbh for the Mttin, of aueb ,pol.. Mld the Uhc:hMnt
ita hcllit.i.. to the n_ polea. ChQ9actl w111 be relpolldb1e f,
the Att.lH:b.aent of ita fad 1:1. tl.. ~ th. new 901... blllt Ie".ri w1:
r,,1ahqra. to CbUflc:b tlI. realOnahle C:-Oltt: aaaoclat.e4 .,1t.b a1l1
ii
.
attAcn-nt. If the IMy pol.. an for the 801. beD4tftt of ChQ9.c:t
Sewl1:'d ..ill be rnpoMible for tile ntt.iD9 of Ulc:b POI". 1114 t.t
att.ac:b_n1; of its flc:111U..a to t.b. n".. pol... Chll'!l.c:b "'111 t
re.ponaibl. for the .ttac:haent of it. flcilitiel to ~e new POle
&Ad "'Ul r.illbqr.. to Bevard tIl. nuoll-able coal:a of ~e Mt.tin.
ot the ~... pgl... bt;.t act ~ ~t.a aaaoclate4..,itb the att.a~I\'
of Se"'.rd's flc:ilitie..
AltrICLI!: VII. ~Z1rl' AND Ul.OC:.\='IO'M
C .II If Sewu4 15.. ire. at any tb.e to ab.a.ndon My eo..Qn-
ly ....e!! pole, it .haJl ,tve Cbugac1i notlC'l: 1n wrlt1ft9' to that
efteC1; at hut slzty (60) 4111. prior to t1le d.-t.. Oft 1l'bil:1I it
Int.ends t.o ~don .IId! ilO1e. If at the .;II;pir.uion of uid "l:'iOCl
S.....rcl .ball II..,. no att.CMent. on SlIch pol. \:lQt <:hgacb shall
not b.". re~'7ed all of the attll:luI.nt.s tbel'.frCl4lll. sUd! pol" .ball
tberellilOn beeCl4llle the PCO$I4rty gf Chu9ach. and ChU9.C:1' .t.~ll bQld
S...ard barou. fr~ a.l.1 oblignion, l1&.bUJ.ty. da&ll9u. co.It..,
.xpens.. or c:bargu inC'Qrred tbere.tter, lACS hot. arbing Ollt of
anyt.hiDg theretofore 0c:c:01;'1n9. beCIIIS. of, or arising out oC. the
pre.ence or condi tion of SlIoh pole o'C' any "":Uc:hlDents thereQIl: a~~
shall pay SewlrJ for such pole an &8Ount as .ar ~ .lItll.lly Igreo-
,
able tD botll p.II.rties. 5.....rd sball further ev.l.dence tran.fer tg
Chll9al:b of title tg the ~le by aeans of a bill of 811e.
.10111'1' DSC A.::UEKC:XT
PAGE . Of "
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9072762493
NO. 48,
P. 10
C bl Chugaeh .IY at any t1a, abandon the u.. at .. c:01l
pole by 91"1"9 du. not,le. thueot 1n wr1t1n9 to Seward and
~.ftOv1n9 the~.fr~ any and all aUach.utl if. .ar IlIv. thereon.
(cl Should Iny of the c:~nlr Uled pol.. Ovned
S..u'd h,a"1 to b,. nlocat.d at till d1reet1on of 611)' lutllarl
f...s."d. Itate ~ loca1 qO".~M.nta1 enUt)", Sevard "haU, bet
.&1:.1.1'19 allell nloc.at1on. 91vII 1I'I:'1tt.n' notice tllereof to l;ho,.cb
clara 111 lldv&IICe lpec1fy.l.D9 In .IUd! nat.l.~ thl 1:1.. of lueb r.:
c:,al:J.on.
Chaq.c:b lIball at the t.a. N 15p1ci!h-d traqhr ;
atbc:b.Mnc.. to t:.b. rdocate4 pole. IA th. .....nt t..bat S",,a~
r.1&burle4 t~QIl ant 90YIl:'Jl.IMntal endl:t tor the eon,1 of tile ni
eu:ion' of tile pole I.Dd the .ttaehalant. th.raon, Cllltgolcb will
Int HIed .. IIropolrr..l.onar.1 aIuIre of that r.l.bu,"lIe~nt. Cbugacl:
ShAre af tbe r.l.bdr~.aent shall be co.pqted as the product of t
.-cUIII: of nlabar..._nt rleehed fr~ th. 90v'~ntal Inti
.alt1pl1.ci by the nt.l.o of <:1I\I9aeb'. eacu of rdOCaUOQ of .I.
rolc1l.1.tlea to U. total co.t to CbD9ac:b &J\C1 s.vl1'd for t.
".locatign of tbeir facillti..,
AA1'ICLE vnr. DMAGE UPOJ:fS, LIABILrn{
. AXIl IImex:HITY/COtn'RUOTIOII
.'
(a) s..u~ AIle! Chllqoleh Iball etc:h -:II:e 011I r-ed1..t
re90"t t.o t.he atblir of afty daag.. C&L1sed by the npon.1n') '~rt
to t.he ot.her's facilities (..n4 tbose of ."y other point.. OC\ Ul
pOle) ,
{b I' LieU! 't7 iD, t.ort or fo~ bre ach of eontJ:'u:t. 0
o~erwis. a. bet"un S....,.rd ..nd C!lugach ro~ d_.g.. to propelrtr 0
S....rd 01:' Cbl1goleb, not inyolv1nf c:lli.. of tbt,,4 pu.t.1es. sball b-
... foUo",.:
-
I. S.vud .sl\dl b. 1 fable to "haliaell for t~\f
reuonable CQ8ts for tbe PllY'!l;oIl rer>dl:' of C:hug..e~
f u:l1i ties c1uaged by tbe ne'.lligen4:e ot Se"lrd, b\lt
Seward shill not ~ liable for I~r inttrferenl;e vitb t~e
JOINT DS! A5Rt~~tHT
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.MAR. 8. 2006 12: 16PM
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operation of Chuqacll'l [..cHitin or for any lpeeLI
lncid.ntal, Indirect or conleq~entlal da..,el to ChY91
arl11ng In'any ...on.r,
2. ChU9..~b Ihall be liable to seward f~. t
r....on.bll coati for tilt phYllell n~lt of Jaw.
. facl11tl,. CS......'d by the necJl1gene. of Chugleta. t
Chuglch .bdl 1lOt. b& ll&.bh for ."1 intuhrtnCle vl
tht operltion of Seward'. facl1it1e~ Or for any .,.eia
Incid.n~Ll, In41ree~. or consequential d~.a to ~.
ar IdDlJ' in ."y ...nnar.
(el Wlt.h rupeet to ell1.. bj' t.hlrd perti.., 1.IIc104'l
~ploy..., a",enur or conU'..cton of Seward or CbUC;ach, 01l9a
.hall indeallifr Se'Vard ~dn.t 1ItI'I and all el.i.. and'd..and. t.
CI...ag-. t.O prop4lrty, lncllldlng &ftr en"lro....ntal 4.....9. for _i.
rel:OT-ry U so~ht, or 1.Djllry or Mat.b to persOIlI, inc:ll11iliDg ..
pay..Dt. aade w:lder &.111 woraen'l COItpelloutl_ lay C1' Iny phn fc
_ploy.... dh.bUlty ."." hath bf",dit., wblc:b ..Y vi.. OIl\: C
or be caolled by &ny n~li'.llc:t of Cbugach, It.a ..g.ntl. _trac
tOri, or _,lorn. i.D th.. aainUllaJ\e-, preune., use or ce_al c
IUch .tta~bJl.nU. 1'l:l. lntent af Ulh pr09hlon is t.o prattle
Se"'a~ against cht.., d..-nell, lon.. ~d d""&9.' Ithlc:h woQld DC
b....e arisen bllt (or CbU9ac:I\'. 11." of Se'llU'd faeillth. IIndllt' th:l
Agreeaent.
."
(4) Wltb r..pt~t to ch.iN by third puti... !nc:llldln
.-ploy_s, aienu. 01:' ~ntrac:tors ot Seward or C~.:.g"~h. k"ar
shall iDde.nlty Chugac:b a,abat 1.11'1 a.nc! all c:1aia. &.ad dt.~ fo'
d&JI...,e. to property. lneladin9 &ft1 .n...lranaental dll,JLl.gc for wtllel
rec:ov.~ Is s009bt. or lnj ury Of' death to persons, includll19 an:
paymen.tS m&de under ~'Y WI:lrkaen'li CQIII;:>enslltlon 1..w or ~.ny plu lOI
..ploy_s' Iili.abillty .nd death ben_flu, "'''leb ..ay arise Ollt oj
or be caused by any nt9ll.gence' of Sevlf'lS. iu agents, C:Clntrac:tor.,
or eJIlploy... in the .aintenanee, prese"ce. lllie or re-ovd or iu
JOlin' OS! ~JlLtM.tNT
'AGE U of 16
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faeUi~h. In. conrl.ctlo11 w1th till CQMIOII 1I11t POle. .nd 1~, attlch
.~nu tl'l.reto. 'rhe ~hh"t ot thh proyhloo 1. to pro~ICt CllugaC'1
19a1O&t cla1.., d.l\andl, 10.... and 12"0191' "hlch lo'Ollld not holY.
arhe" bll~ foC' S."ard', aef.hiU., In conneetion -1.U1 iu hcUi.
'tte. on the C'OIDOn II" pole line.
AJtTICt.I :rx. con or An'AClDle:lt!'
Tile parUu aqr.. Ulaf. ClIl)tIlCh will 5I<<Y no COlta t.c
Sewal:'d for t:.b, ri9b~ to be ItUc:bed to tb, ~Q Ille pol..
between D......'. Cr..k Sub.t..tion Aftd x.a"iIl9 e~l:ept 1!or t.bo.. CI:HIt.
Nt. tort.ll .1'lwb~l:'e In thl. Agre_nt. '%'bl p.tarti.. a'ir.. to .vet!
.
a" arnllge_nt dUi'ite iLIIY rul1"9' or nglllation. of Ull! Al....);..
PlIblil: Uf.i1Itll!' C~i..lon to t.h. ~ntrary.
AJtTICLI X. J..SSIQn(DI'Z' or RIGBTS
,
Exe.pt .II otb.rwi.e proYi4ad in tbI. Ai_e..."t., nl!ltber
p..rty ber.to .ball ...1191:1 or othervhlt dilpQl. of tbl. A9rl_nt
or any of ita ri'iht.. or int.ere.lu bereunder, or In any of the
COlIaOnly \I.Ied pol.., o.'r the if.taC'baentl or right.-af-vay co"'u'ed
by thi. "g~e...nt, to .IIY fIx., corporation or IDdivldaal, -l~t
thl Wl'ltten con&.nt of the ot.ber polt'ty, except: ta the Onlt~
Stat.. of "-rie.or an7 a'l1ney tbl'C'lOf: prO'l'id~ hovevu, U1at:
nothing herdn collt:a:ln.d IIha11 preve~t o~ aaie the :ri,ht of
dtber part:y to leue or tran.hr AlI7 or .11 or Itll prop.rty,
rlght:lI. prh'Ueqe.. aRc! franc:bh.s, t:a U10tber cot'POretioll ar'1]&ft-
. h.d for t:be ~U1:'poll. of con4\1c:tJ.D9 a budn... af tb. ..... gelleral
chu..C't.:..a1l t.!I..t of '\Icb partt, to .crt,.g. any or aU of n.
't~rty, right., prlyileg.., or f:r.n~ll1", or to .nt.er into ...ny
.erqer Dr COq.oll~atlon. In thl case of toreelo.llre of '\Ieh .ort-
,.,.: 0: in cae. of lealll, tran.te:r, _erger, or l:Onsolldatlon, itll
r~9htll and Obll,..t:lons herlunder shall p~. to !nd bI acqulre~ ..~~
assum9d by the transferl!., les.l,.. .ssign.e, .erger or eOllsoli~at-
ln9 eoo.~Jny a. the ca.e ",., be.
JOINT DSE ~Rt~t"T
PACE 11 of 16
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ARTtCLE XI. ~eOWTROLLAB~E rORCES
A.n IlnC'OntL"ollable totC'tt Ihan ,..an an aet of (:Q4. ./lct
o.ildon of ~oycrl\Jl.nt, 'anure of or threat of fallurt Qf fad
lty, un.oheduled ..all\tenan!:<< and repalr. labor or Ilatnhl .~r
&4e, &trl~e, lockout, o~ other lndultrlal ~latllrbanee', act of ~
pIJb11e an..y, var, blod:ac:l., inlllrreet1gn, l:'1gt, .pla..i~, lane
.Ud., aov alallcha, .art.hqlJali:.., llra, atot"lll, llghtcl\ill9, flCO(
.,a5Dollt, eiYl1 dl.tllrbanea, rutull\t by court oehr C1' publl
'Ilt.borlty, aetlolll or DOnaotlon by Dr inabUity to obtdD Mee."'1
autborbatiOll or approyu. fT~ toRT \Joyu:naent.a1 agel\q' or llItbol
. .
it:r, .nd any otbar .et or OIa1.&l1on d.Ua.:o to the l:1Dd berel
Inua4lr.ted.
Each of thc.e .atte.:-. enu.ln:ated eol\$tltutu .
uneont.rollabl. forc:e tQ the uUnt that. it 1. DOt. lIit.hll\ tll
t'e&sonallle c.:Inc.rgl of the &ffectt4 party. a1\4 to t.h. ut.ent tlla
lueh part.y by t~ e:ure1.a of dlle d1l1gal\c. b liftable tQ overeoa
i1:. St.rikes, lockout.., and otbar latlor l!l..turb1lnc.. 111111 b
C'OnJlUered unC'OI\trol1&.ble forC1l1 ancl not.M.o9 1n thia Agruaen
_hall requ1re e1ther puty t.o ntUe . latlor dhpute I,dnat 1~:
D4!'II ~ j I:ld~ent.
~n tbe .'not elt:he1:' ~rty. by r.a.on of an W1ec1ntrol'
h.bl. forC'e. 1a nnderel! unable, wbol1y 0'1:' 1n .,..rt, to perf On! it.a
ob11,aUon'll Ilnder thi. A9reeroent, then UpClll .&id p~rtr gl.f.n~
not1ce and p,..rticular8 tit .ueh 11l'Ic:Ontroll..bh foree, its QbUga-
tiClO tog perfogl lother thin the obligation to I'ay JIOney) 1"111 tI.
napendf:d durin<; the eontinu&t1ce at ..ny ill..bjllt:y ~ c..used, but
for DO longer per1od, aDd tbe ..ff.l:tl of .uch c:alJ.. IlIal1, ao far
... poaelble, be reae12ied vith all reasonable dispatCh, prC'V:l.ded.
ho~Ylr, t.bat. the lettl.~ent. ot 1,bgr disputes shall be considered
",holly .,ithin tbe discretion of ~ part! involved. Th, .tf~et-~
p.art.1 shall not be responsible fQr i~ del.y ill perfa~ance unde~
.
th1s A9re eJletlt during delay. ca.a8e4 by an I1nc:Ontrol1a~le forea,
nor lIh..ll IIlc:h ullcontrollable force 9ive riSe to elai. eQr d,..ges
or ~.ti~ute default.
JOn..-r 0$( ~ru:EKEJlT
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UTICLI!: XI I. 1l1l.EJ.C8 utl W...tvU:
SrYEAA81CITtr kRrICLt B&ADINGS
-'
(ll' The ',UlU'. ot d thu ChQ9aeb or SeY~l:'d to enforc
any proy1.101\ ot th1. "gret..nt 01:' tile Ylllu'C' tlu:not 1n a,.
l.nahnc. ahall IIO~ b. eon. trLl.d .. . gtnllnl v.hee' or r.l1Dq1l.1.t:
_nt Oft It.. part of llnj' aucb prOT1alClQ but tb. 11M ahall n"'1I1:
t.llde.. be ""cl readn 1ft eull toree aM effect.
(bl '!he Ar1:1cl. b.d1Q91 CODtdlled ln tl3h "gl:'''_D
an tot' CQ,nvenhnee an4 reterellCtl. a. an not Uhnde4 to "-fll1.
or U..lt tb. .eope of ..~ p:rovblO11 of UlI ....fr._llt.
ee) tn ~e "~nt that M, prcnoh.lo" ot th1l Atn..en'
should tor any re...on btI held In'l'dld. beU:ec:ttve, u"entorce.bl,
or contrary to p\ll:ll1c: poliey, tile r~lDder Of tbh "9r....nl
ahall re_1n 1n tull tore. and IIft.ct. 1111;1I r..pe~ to any pl:OT1-
sian of tbh A9r....llt ~.t riay be ., QIIIl1iUe4. tbe P41rt1.. .ball
1a gQ04 faS.tb 41tt.-pt to nlt9otht. uy uquir" rllpbe._lIt P'C'o'l'l-
.I10n.
.u:t%CLIi un. PA'IlmrT or ~A%.ts
Each pu't)' 8l1all. pay all tn.. ud ....1I.....l\t. la.,eUUl
le.,ied on iu own property Llpon .a14 c:o.aonly UII.d pol.., and t.he
tax.. and tb. .....uaent. whicb C'e l....i"e'd on 8aid co..c.n pole..
shdl be p<<id by Seward, but .any tu, fee, ~ C:b.arg_ levi.ed OQ.
, S..wal;Il'1I poles IIQItlt bec:ause ot their ~e bt Chug4lcb aball be
pdcS by Chugach.
.
.ur%CLE Xlv. S!:.IN1Cl 0.. DOCOPtlDlTS
lIbenever ill !;tat. "gre....!: IUl appUc:atioft. noU_. or
coa.cm1c:atlon La prO'fic!le4 orreqaired to be gho.ft br .1ther p.Art7
to t~ otheC', .lIcb applica1:ion. notice or ~uniC,Iti.on ahall be
in writ1n9 .and tr.ansllitted by eU'tithe! Onjted Stetes .aU. ret.u~
rec:eipt 't'equestecl, or by pel;':50ftU delh.~:
lal roC' eb~qa~h, by ..il tOI
JOINT l1SE Al:R.EEIUNT
PAGE 13 of 16
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MAR. 8.2006 12:16PM
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9072762493
NO. 485
P. 15
,.
GallArd PI&lllger
CbU9.~ tlectrlc ~.Ioel.tlon, Ine,
P.O. loa '300
..."chont', Aluk. "502
01' by peUQnAl 4.l19'e~ to:
G.naral ..anlier
Chyqlcb Electric ~.~clltloft, Xne.
"0\ Kl~e~~a D~lTe
Anc:borlge, Al..lta' "502
(bl rot 5.~lr~, by .all or peraonal dellvery tOI
C::itr ".nager
City of s_ud
',0. 10& U7
slvard. Al..ka "".
or to fllc:h other ad4rus - ,,1 thelC' party Mr.to -y, frQII t 1Ae E
tl.., a..19nlte for that p~rpose. WheneYer a tran..Ittal r~ulre
to ~ slIt=ltte4 by . Ipecltic data hn'under: la dellYered by ..i
as ilbc'Ye proddtCI. it; .ha~l ~ ClOnd~e:re4 ti_ly al1baltted 1
4epodte4 1.11 cha ....il an ~ baton uc Ip4Ilclfh4 d.u.
AMICLE n. COIlsno('n~
nh "tn_nt .hall ba ".-'..s to M.' beeJl joLDtlo
4ratted by Seward aDd Cb~9'~'
AK'l':J:ct.E XVI. EX1UrNG AGU!J(EH'l'S,
I1l"1'tGIU.t'IOlC C1.Aon. AJro AA~ENtS
('1 ~b 1. A9r....l\t IIl1ptt'soedu any and all pre9'lOIlI oral,
>n:'lt~lUl, o't I.plied &9re.-nt., pr-.h.., or contractl betveeD t.l::l
plrties MrUQ ~ eon.titute. MlIoca!orth th~ entire acjIreea.ll.~
~~_ t.lle pIlrtiea IDC! -r not be .uthde4 ezeept. by vrltte~
..e~Dt. exaeQI;e4 on bebalf of ~.. pare1.. hereto lI.od ~pr~_
by ~a .ural. ~ltrtrlUc:..tloQ ~.1nhtr..t.loa (btreinaftat" "JIEA")
^". S,n1u.ra tor.
(b) The p..rt~es i!!tend thla Agree"'''!'ftt tl) bot .. tully
J,Ptagr"ted r;ontract.
leI ihis A,r.e~nt. ..y be a-ended only by vrittln ~nd-
..nt signed by I~thoriz." reprellentatives of Ch1l911c:b ane! S....rd.
.t.pprovlfd '07 tile rU~t;;':.i"., aQ.z:ds Qt DirectQr. ot the parties, &M.d
.101ll'1' IISE -"t:lP.ttKEM'l'
PAGE ,( of U
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approved by th. II.EII MJld nil t.rAtor. '1:'1111 "'1t....nt. .IY /lot b
....ndeod b)" or&1 igru",.ntl or by a CQurle of de111l\9 bUVHn t.b
p.rt 1.. .
1JlTICtl XVI %. TlM Or AGIU:DltJrr
Thb "'1r....nt .hall nalln in ert:e~ untU tlnlnat..
at the .net of tv.nty-U... (25) ynra .fro. tM 41tl hereof 0'1
tllareatt.r upon the 9LYing of witten notic. to tb. gt.bu pa~1 01
not 1... tllln thrn (JJ Y..I:'. priQr to t.he d.at.. of. Ul:'lllllUloa.
TIll tenlin.ation of thh "'1n__nt. IIball 1lOt. t.rataato
t.he a~.. rlftlU of Ch'09"cb to the I"_M.. .Dd r19bh'"'Clt-~SJ
'lhlch &.1: is party to t>.t.....n D..,.... Cnd: Sabat.tiOll and t.niftf.
The tCr'minuion of eM.- 1.gl:'e."ent .hlll not. tU'JlinaU t.ll4I right 01
Chugacb to hAve it. diatritl\l.tion unhrtlQJ.1d U.t.acbll1! to the co...r
u.. pole5 omK by Sevard. U, 11 the intent of tl/.l1 pr01'1alot
that ~7 teninaUoD of U1e j01.nt.-".. 1\.91:'....111: DCtt be illterpc'l1:ad
t.o l:u"JIlJ.llate .nll.r Chugacb o. aCClt" rlgb~ ~ th. ......I\t., botb
pQbllo and ~dvau, which it. haa pou.ue.s dlIriog the CllUIe of
tb.la ),gore_nt or Cbu9Icb'. right to b.ve iu cSlat.rlbatioll lZDcl.r-
build att.ched to th. =-on-us. polu ovned by Sev.~.
AJl1'ICL.! :rv:tn. COLLECTtvE UJlCAIRIRG IlGR.EEK!:IrrS
Sn'al:'d 1It!:'...s t.hac 11: ,,111 not calla. .Cbl.lCJaob to .-iol_t.
any eol1eccl'1'lt bargaS.lliD9 agree_nt to whieh Cb",acb .ay be part,..
AJt1'IC't.! XIX. COfiQ't.IMcr '!tIn Illl'LtS AND IU:Gt1LUIOIlS
Both p...rUn _gr- chat all IIO!:'II: done 111 CQn".~iOD vich
this ~j.r:1: "ill coaply vltb the ..ppHcable ~lu IAI:l r~Q1&tlo"5
ot all gover_nul It.ncle. ha..1D9 ~Qdsdl~l~ OftI:' tile .abject.
..t~er, inelll41Dg tll_ appl1ca.b,l_ bo:lllttin. of tile J.1l!:'1l Electrifi-
cltion Ad~iniltrltlD~. In p&l:'~lc~l&~, III .,,~lro~"t.l rule. and
re'1\1ht1ons of 9~er".!lnt &l .ntl tie. IIhl(:h IIrt Ipplicable In eon-
neqtiQa vl~ tbls ),gree"nt ah.all be follo"ed.
JOINT USEAGIU:EItDlr
P.leiE 15 of 16
65
MAR. 8.2006 12: 16PM,
o
9072762493
NO. 485
P. 17
MTICLE xx. IJrl'EPJikt'TkTIOtI or ACU~l'<tlft
Th1l Agr....nt Ihal1 b- inurprete4aceordln, to t
I_WI of the State of Alalka. AnY 11'11 action betw..n the patti
pwC'tainlng to thh "/in....nt "lhlU lIava venue 1n the Third J.u4
c1al Di.t~1ct ot the State of Alalka.
A.llTICE.1 XU. ).P)>JtO'I).L or ADfIl1fIll'TU.'l'IOR
Th1a "/ir....nt, an4 U1J' ..nd..nt. tJle~eof. Iball be
dt.c:t or IlIbjec:e t.o tll. con4it.ion tbat, dllrittg any period
wblc:b Sevard or Chll,ac:b 1. a borrQWu trOll tbe Jl~rl:l Elect.rifle.
t,10n MIIinhtration, elle Agre...llt. ,ad any _~n~ tll&I:_' aba..:
h.ve tb. .ppro~a1 in writtAt of "e Ada1niat:ra~ol:' of the ao;.
Electr1fication Ad_lnLltratlon. Tbe p'rti.. 5hall joint.ly Ilia-I
the A9r.eJlen~ for approval ud vu tIIdr belt. effortl to abta~
all .,pravall requlrlil b'f tJle A,ut!Mnt.
1_ VIniESS lIBE1t.IOr, tlIe part.i.. lMIre=. u.,. e&_1
-
t.1I... pre..ota t.o be ex.cut..! b t.rlpl1c.te, and ~elr earpora1:
,ul. tA' be ~tb:ed
dll~Y .utboriIH. on
there1:o bf their n.~c:tl.. otflcera thln.mt
tile ~hf ot ',~~- . nu.
elf! or S~
(ka1)
,~~~~
[Seall
~
I]': "
Tith: . 1II'6.J'-
elrOGACI: EL!:C'!'JUC ASSOCIArIClII. IIIC.
ArTES1' .
mJlh~-",,^
A oy.~~-
:tor ~ !1t~., 1$ ~
30IN1' us!: ~R!:EMEIIT
pACE " of "
66
MAR. 8. 2006 12: 16PM
"
~O. 485
p, 18
" ,
It~Ec;;:TIlIIC A..I0CIA ,I'(. INC.
"".dOlG!lI. ..Atal~.
IUOI."r10.
BE IT RESOLVED that the General Manage~ is hereby authorized
and di4ected, for and on behalf at the Association, to ex.cu~e
and attest the form ot the Right-of-Way Access Agreement vith the
City of Seward for the construction of the lIS KV t~ansmission
line trom Daves Creek Substation to Lawing.
.
"
ClarrrICATIO.
t. ~. M"l"~hine Q~xter .........,..."...1.. ----- 8-"La,.
~ !'J.ctde. 1-' - .... _ ~ ... ~ . -A...... u--"'W -P60.... A.. . .I.............. ~
aI .. SIaIo . ......... _ ...,.. . b.. , ... a ___ .... l;I:lIlftQ -,- III . - r ,I If .. ....... .. . --. eI. .. .... .
~ at - ...,...:. ~ -.t JlIn'PIdr ~ -.t ....., .. .... 19 t:.h .., eI. SeD t ember . Is!4
... ....... - r-- OIl 1M -.. ... ..., >I - .II -' .... III ... _ eI. ... ...... -.t ... _ b.-. r "J
. -1.
'Ql' 'tmlmII: ~. r M.. L.
..., at Seotember . .,s...!.
II _....1.
~~:a:~~,~
cs-o
o
67
MAR, 8,.2006 12:17PM
9072762493 NO, 485
I
,
SEiotARD NET BILLING AGRE~ENT
Dated June 7, 1991
P. 19
1. PARAIES
The partiu to this Agreelllent are Chugach Electric
Association, Inc. (Chugach), an Alas~a nonprofit electric
coOperative .e.lI.bership organization hAving ita oUice. 1n
Anchorage, AlAska, and the City of Seward (Sevard), an Alaska
Kunicipal corporation.
2. :uBH
a)
This Aqre~nt ahall beco.e etfective wben approved by
(a) the RUral Electritication A~inistra.tion of the
united state. Oepart:llent ot AgriCUlture and. (b) the
Alaska Public Otilitj,es co_ission, if Chugach, upon
inquiry, dete.raines: that such approvals are required or
if no 8ucb approval is necessary~. on the last date of
execution.
Thi.. Agree31ent shall reJllain in effect so lonq a. Chugach
provides po....er to Savard. under the Wholesale Power
. AgreeJIent between Chugach and Seward signe<\ on AUquat 27,
1984 and septe>>ber 27, 1984 "by the respective
representatives of the partie., as ~ed (hereioArter
"1984 Wholesale power Agreement") or under any successor
agreeJllent under ..hieb. Chugach provides power to sewa.reS.
b)
3. AGREEKENT
a) ~'Wt!r ~fro. Seward I s sbare of the B't.adlev T .Ilke
Hvdroelectric Proiect. So long as this AgreeJIent
continuell to apply, Cb.u.gach shall be entitled. to schedule
the generation of and to receive fro. Seward any power
which is produced by the Bradley Lake Hydroelectric
Projec~ and vhich Seward is entitled to receive ~er the
Bradley Lake Power Sales Agreement and rel-ated agreeiients
governing the disposition of power fro. the Bradley Lake
Hydroelectric Project.
b) Treat'lDen:t of Bradlev Lake !)Ower for purposes at t>Ow~
~UpDlv and rate m~king. For purposes ot supplying and
:aaking rates for pover, sold to seward, Chuqach vill be
entitled to co-.in91e any po1orer Chugach receive. fr01l
Sevard under section J (a) of this Agreement vith all
other electric power available to chuqach.
c) Reimburse-.ent of costs. throuah net billincr. Seward shall
be obligated to pay the costs or power it bas co_itte<t
Chugach/Seward Net Billing Agreement 1991
Page 1
ATr1CHMENT B
68
~)
MAR. 8. 2006 12: 17 PM
9072762493
NO. 485
P. 20
to purcha&e fro. the Bradley Lak_ Hydroelectric Project
(as .tllted 1n the Bradley Lake Hydroelectric Project
Po....er Sale. AgrCle~ent) in ,the sa.. lIlanner a. it this
Agreellent cUd not exIst, and without thb Agree.ant ~inq
treated a6 an /1ssi9nJllent at Se....ard I" share ot the Br~d.l.y
Lake Project to Chugach. Ho....~ver, Chugach vill reillbur..
Se....ard tor any costs actually incurred by S.....ar4 pursuant
to the Bradley Lake Hydroelectric Project Paver Sale.
Agr.~.nt by crediting to Se....ard'. account with Chuqach
tho.. DOunts paid by Seward under the Bradley Lake
Hydroelectric Project Sales Agre~BIIt and billinq Seward
~or the net ~OuntB o....ed. to Chugach. The eft ect of .uc:h
billing credits ahall be to reduce the net ~t. that
S.....ard h otherwill. obligated to pay Chugach ~or powu
purcbaS6d. fro. Chugach under the 19U Wbol.....l. Powu
Aqree>>ant.
4. :flRU.TrONSHIP TO OTHER AGREPfENTS
Thi. Aqree:aent ,,1. in the nature ot' an ancillary aqree:aent to
the existing 1984 Wholesale Power Agree.."t, U alHlnd.a, the
Bradley Lake Hydroelectric Project power Sal.. Aqr~t and.
the Bradley Lake Hydroelectric Project Services Ag%'e~nt.
This AgreeJl8nt is intended to operate 1n conjunction vith
the.se Aqree.aent8 and" d~. not in any way altu the pa..rt.1u'
obligations under thue AgreelMnta. .
IN WITNESS WHEREOP, the partie.s hAve caused th1. Agr~~t to
be executed by their authorized r.~r...ntatlv.. on this date
first set forth above.
TB'.E CITY Ol" SEWARD
As
Date
9-14-91
Date
MtbUl.S
APPROVED AS TO FORM:
c<: {
,: \l1A- (. ~
~ Ma:,u' City Att~e1
Chugachjsevard Net 81111n9 Agreeaent 1991
Page 2
69
o
Attachment C
Rates During Initial Agreement Period
Effective June 1,2006, Seward's rates shall be as follows:
Customer Charge:
$150 per month per meter
Demand Charge:
$8.14 per kW per month
Energy Charge:
$0.00402 per kWh
Fuel Charge:
Actual fuel and purchased power expense. This amount will be billed
on a lagging basis. For example, a January invoice will include
actual fuel and purchased power expenses incurred for the energy
used in the month of November.
These rates are subject to change in any rate proceeding before the Regulatory Commission of
Alaska consistent with Section 4 of this Agreement.
70
MAR. B.2006 12: 17PM
9072762493
NO. 485 P. 21
spon 'ed by: Scha~ferrneye~
CITI!' 0 F S SWARD. ALAS 1tA .
RESOLUTION NO. 91.095
A ReSOLuTION OF 'I'HB CITY COUNCIL OF THE CITY
OF sEWARD. ALASU, APPROVING A NFl' BILLING
AGRBEMBN'I' 'WITH CHUGACH BLECTRIC ASSOCIATION
WHEREAS. che cicy of Seward is a. signatory of tbe Bradley Lake
Hydroelectric Power Agreement and owns a. one percent (1%) share of
the ~lectrical power generated by Bradley Lake Hydroelectric Dam;
and .
WHEREAS, the city of Seward is obligated to pay a one percent:
(It) share of the amount the railbelt ut~lities are obligated to
pay to the Alaska Energy Authority (ABA) for their share ot thl
const~~tion cost of the Bradley Lake Dam; an4
WHEREAS, the city of Seward bas an existing wholesale
agreement with Chugach Blectric Associa.ti9n (CEA) and currently
purchaseliJ all of itl electricity from CIA u.uder .that agreement; and
'HKBRXAS, it would be difficult and costly for the city of
Seward t9 independently manage its o.c.e percent (It) shari of
Bradley Lake power; and
WHERBAS, under texms of a proposed Net Billing Agreement.
between the city of Sevard and <:BA, CBA will ma.Dage the city' 8
share ot the Bradley Lake power at DO additional cost to tne city,
except that the vholesale rate will be inc~eased to reflect the
APtrC approved wholesale race ref,lecting the coat of coominglillg
Bradley Lake power with CBA gene~ated power;
-
NOW, THBRBPO,RB, BS IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, e~t:
Section 1. Tbe City Manager is. he;-eby authori:z:ed to execute
a Net Billing Agreement with ChugaCh Electric Association as
outlined above. ~ copy of the agreement is attached and incorpo-
rated herein by reterence. .
Section 2. This agreement shall take effect: upo:n approval of
the aoaX'd of Directors of the Chugach Blectric Association and
approval of this resolution by the Seward City COUDcil.
SectiR,ij.:t. This resolution shall take effect Umediately upon
its adoption.
,
PASSBD AND APPROVED by the City Council of the city of Seward,
Alaska, this 12th day of August, 1991.
-J.-
71
o
. . .MAR: 8. 2006cB) 7m. sgJ1k2762.llku
RESOLUTION NO . 1-09$
AYES:
NOBS:
ABSBNT :
ABSTAm:
ATI'BST:
Burgesl,
Sitnutis
None
Dunh.a.m
None
Hilton,
(City Seal)
<>
-
NO. 485
P. 22
TIlB CI't-x' 0 F SEWARD. ALAS II:A
Cc~'{}~A~
Da.vid I... Hil tOl:L , Mayor
Jl:rasna.nsky,
Meehan,
Sieminski and
-2-
APPROVlID AS TO FORM:
Perkins Coie, Attorneys ~or the
city of seward, Alaska. .
7~ lcIun-
Fred B. ArVidson
City Attorney
APPROVED AS TO FORM:
Bailey Ie r.u..on, Attcr'Deys fOr" the city of
Se.. ard. A.la.ska.
.-./
I '.
.....~
~~ ).WoQ
City Att~T
I ltA--.----- .
. .---- -
.. ....
t>t"
to:.
Sponsored by: Corbridge
CITY OF SEWARD, ALASKA
RESOLUTION 2006-24
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, ESTABLISHING A NEW INTERNAL SERVICE FUND FOR THE
PURPOSE OF ACCUMULATING CASH TO PAY EMPLOYEE
COMPENSATED ABSENCE LIABILITIES, AND APPROPRIATING FUNDS
WHEREAS, the 2003 implementation of the Governmental Accounting Standards Board
Statement No. 34 (GASB34) resulted in a number of changes in how governments report certain
accounting transactions; and
WHEREAS, one such change results in liabilities for the current portion of employee
compensated absences (unpaid accrued annua11eave) no longer appearing in the fund financial
statements of the General Fund; and
WHEREAS, prior to (and since) the implementation ofGASB34, the long-term portion of
employee compensated absences is not reflected in the fund financial statements of the General
Fund; and
WHEREAS, the impact of these accounting rules is such that the financial resources
necessary to pay for employee compensated absences are not being accumulated to pay liabilities,
and when employees either terminate from employment or cash-out annual leave, there is an
unanticipated increase in General Fund expenditures, which is difficult to anticipate when projecting
budgeted expenditures; and
WHEREAS, in order to set aside the cash to pay for employee compensated absences as
benefits are accrued, the administration proposes to establish a new Internal Service Fund (the
Employee Compensated Absences Fund) and to transfer $297,063.39 from the General Fund into
this newly established Internal Service Fund, reflecting the value of employee compensated absence
liabilities at December 31, 2005.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, that:
Section 1. The city manager is authorized to establish a new Internal Service Fund called the
Employee Compensated Absences Fund, for the purpose of accumulating cash resources to pay
employee compensated absences.
73
CITY OF SEWARD, ALASKA
RESOLUTION 2006-24
Section 2. The amount of $297,063.39 is hereby appropriated from the General Fund fund
balance account number 101-0000-3070-0104 to the Employee Compensated Absences account
number 104-0000-3070-0101.
Section 3. This resolution shall be effective immediately, provided that the actions described
herein shall be retroactive to December 31,2005.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 13th
day of March, 2006.
THE CITY OF SEWARD, ALASKA
Vanta Shafer, Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Jean Lewis
City Clerk, CMC
(City Seal)
74
COUNCIL AGENDA STATEMENT
Through:
March 13, 2006
Clark Corbridge, City Manager ClJL J-' -, fJ ~
Kristin &ehinger, Finance Director {JI1A:I
Meeting Date:
From:
Agenda Item:
Establishing New Employee Compensated Absences Internal Service Fund
BACKGROUND & JUSTIFICATION:
The manner in which government entities report and book financial accounting transactions is
determined according to Generally Accepted Accounting Principles (GAAP). One primary
source of GAAP for governmental entities is Governmental Accounting Standards Board
(GASB) Statements. In 2003, the City of Seward implemented GASB Statement No. 34 which
changed the manner in which certain accounting transactions were reported.
One minor result of GASB34 is that the short-term portion of accrued annual leave - which was
previously reflected as a liability in the General Fund financial statements -- is no longer shown
as a liability in the General Fund financial statements. Even prior to GASB34, the long-term
portion of accrued annual leave was not reported in the General Fund financial statements. Why
is that? In short, because of the unique focus of governmental funds --focusing on flows of
current financial resources-- certain liabilities related to the General Fund are only reported
when they are expected to be paid with resources already available in the General Fund at the
end of the current fiscal year. Long-term or non-current liabilities are intended to be paid with
resources not yet available in a governmental fund, and therefore, are not reflected on the
financial statements.
What does this all have to do with the City of Seward? In short, these accounting practices do
not set aside cash necessary to pay for accrued vacation time that is owed to employees, and
when an employee terminates employment, cashes in annual leave, or takes extended leave, there
may be a significant increase in a General Fund department's expenditures that was not
anticipated, without the designated resources to pay this liability. Also, failure to set aside
resources to pay this liability overstates the amount of spendable resources in the General Fund.
In order to fully fund vacation leave as it is earned by employees, the administration recommends
creating a new Internal Service Fund called the Employee Compensated Absences Fund, and
appropriating $297,063.39 from the General Fund to the Employee Compensated Absences
Fund, reflecting the value of employee compensated absence liabilities at December 31, 200S.
CONSISTENCY CHEC}(T J~T:
1. Comprehensive Plan
2. Strategic Plan
3. Other
4. Not applicable
Yes
No
t'i -
,~
-X
Resolution 2006- 24-
New Employee Compensated Absences Internal Service Fund
Page Two
FISCAL NOTE:
This resolution has the effect of transferring cash out of the General Fund into the newly created
Employee Compensated Absences Internal Services Fund, in the amount of $297 ,063.39,
representing the outstanding balance of accrued annual leave at December 31,2005.
Approved by Finance Department ~~
RECOMMENDATION:
Council approve Resolution 2006- Z~ , establishing the newly created Employee Compensated
Absences Internal Services Fund, and transferring the amount of $297,063.39 from the General
Fund to this new Internal Service Fund, retroactive to December 31, 2005.
,., '"'
.0
Sponsored by: Mayor Shafer
CITY OF SEWARD, ALASKA
RESOLUTION 2006-25
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA IN SUPPORT OF THE ALASKA STATE HOSPITAL AND
NURSING HOME ASSOCIATION (ASHNHA) AND ALASKA SMALL
HOSPITAL PERFORMANCE IMPROVEMENT NETWORK'S (ASHPIN)
EFFORTS TO SEEK LEGISLATIVE FUNDING FOR THE ALASKA RURAL
TELEHEALTH NETWORK (ARTN) PROJECT
WHEREAS, the Alaska State Hospital and Nursing Home Association (ASHNHA)
Executive Committee and the .Alaska Small Hospital Performance hnprovement Network (ASHPIN)
have approved an initiative to seek state funding to support development of the Alaska Rural
Telehea1th Network (ARTN); and
WHEREAS, efforts are underway to gather support for this initiative, and to identify several
legislators who would sponsor a request for these funds; and
WHEREAS, the ASHNHA' s goal is to seek $1 million in Legislative support for this project
and is a high priority of the Association; and
WHEREAS, the $1 million ASHNHA is seeking through the Legislature matches the
commitment already made by the ARTN member facilities; and
WHEREAS, the ASHNHA is asking various communities for a statement in support for this
project to further help their advocacy efforts; and
WHEREAS, many of the hospitals and clinics in the ARTN have limited or no significant
technology resources for developing x-rays, reading CT scanners or have no teleradiology services at
all; and
WHEREAS, the ARTN provides hospitals and clinics with the necessary equipment for
hospital care services and telecommunications; and
WHEREAS, the ARTN strives to bring rural communities the equalization ofhea1th care
with urban communities, expand patient access to specialists to improve timeliness and quality of
diagnoses, enable rural hospitals and clinics to connect with efficient radiology providers and secure
data storage, and enable these facilities to upgrade their equipment and communications
technologically.
. NOW, THEREFORE, BE IT RESOL VEl) BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA that:
77
CITY OF SEWARD, ALASKA
RESOLUTION 2006-25
Section 1. The Seward City Council supports the ASHNHAIASHPIN's efforts to seek
Legislative funding for the Alaska Rural Telehealth Network.
Section 2. This resolution shall take affect immediately upon its adoption.
PASSED AND APPROVED by the City Council of the city of Seward, Alaska, this 13th day of
March, 2006.
THE CITY OF SEWARD, ALASKA
Vanta Shafer,Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Jean Lewis
City Clerk
(City Seal)
~'8
Council Agenda Statement
Agenda Item:
March 13,2006
Clark Corbridge, City Manager ()J. 3 - 7 -PJ,
Johanna Dollerhide, Assistant City Clerk).~
Resolution 2006-~ supporting the Al~ State
Hospital and Nursing Home Association
(ASHNHA) and the Alaska Small Hospital
Performance Improvement Network's (ASHPIN) efforts for the Alaska Rural
Telehealth Network project
Meeting Date:
Through:
From:
BACKGROUND & JUSTIFICATION:
Mayor Shafer asked staff to produce a resolution of support forthe Alaska Rural Telehealth Network
(AR TN) project. The ARm is a telecommunications initiative to help hospitals and health clinics in
rural communities advance and/or upgrade their equipment and communication functions
technologically.
The demand for modem technology in medical care is high and many hospitalslhealth clinics in rural
communities in Alaska are with little or no digitallIntemet based technology. The ARm attempts to
provide facilities with teleradiology and telecommunications equipment. According to the
ASHNHA, many hospitals/clinics in the ARm have no significant electronic storage capabilities
and some have to develop their x-rays by hand with chemicals. Many CT scanners in these
communities have some imaging capability, but have poor connectivity issues that force them to
send the images using "snail mail." Some facilities have no teleradiology functions at all, which
delay diagnosis and treatment.
The goal of this ARlN initiative is to seek $1 million In Legislative support. The ASHNHA has
asked communities for a resolution in support of this project to further help their advocacy efforts.
The $1 million the ARlN is seeking from the Legislature is a match of the commitment already
made by the local hospitals/clinics and their communities to this project.
CONSISTENCY CHECKLIST: Where applicable, this agenda statement is consistent with the
Seward City Code, Charter, Comprehensive Plans, Land Use Plans, Strategic Plan and City Council
Rules of Procedures. Other:
FISCAL NOTE: N/A
Approved by Finance Deparbnent
RECOMMENDATION:
Council approve Resolution 2006-~sUPporting the ASHNHAIASHPIN's efforts to seek Legislative
funding for the Alaska Rural Telehealth Network.
79
Sponsored by: Corbridge
CITY OF SEWARD, ALASKA
RESOLUTION 2006-26
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, ACCEPTING AN IN-KIND GRANT FROM THE COMMUNITY
SOLUTIONS GROUP WITH AN ESTIMATED VALUE OF $125,000,
AUTHORIZING EXECUTION OF A TECHNICAL SERVICES
AGREEMENT, AND APPROPRIATING $22,250 FOR THE PURPOSES
OF IMPLEMENTING THE GREEN HOUSE@ PROJECT
WHEREAS, the Seward City Council approved Resolution 2005-65 on July 13, 200S,
approving the site location for the long-term care replacement facility; and
WHEREAS, the Seward City Council approved Resolution 2005-131 on November 28,
2005, approving a contract with Architects Alaska for the planning and design of the new long-
term care replacement facility, with the intent to construct a single-story residential-style long-
term care facility; and
WHEREAS, the City of Seward conducted two public meetings on December 9, 2005
and December 19, 2005, to obtain public input on the Green House Model@ and to evaluate
alternative site layouts, receiving strong public support for the Green House Model@ and the
initial concept designs, with the Seward City Council approving Resolution 2006-04 on January
9, 2006, endorsing the long-term care facility as an official Greenhouse@ Project; and
WHEREAS, endorsement of the Green House Model@ requires adherence to basic
guiding principles such as: enhancing the elders' quality of life; accepting a floor plan that
reflects an approved Green House philosophy (including hearth, private rooms with private baths,
a single dining table, an open kitchen, outdoor space, alcove and den); incorporating self-
managed work teams; shifting resources away from supporting the institution and toward the
direct care needs of the elders; providing services to no more than ten elders per house; making
all spaces accessible to elders; eliminating nurses stations; implementing the Green House@
organizational structure; obtaining staff training from the Green House@ team; agreeing to
collect operational and outcome data on quality-of-life measures and employee satisfaction; and
maintaining a restraint-free environment; and
WHEREAS, as an official Green House project, the City of Seward qualifies to receive
an in-kind grant with an estimated value of $125,000, for the purpose of providing on-site
leadership training, leadership charettes, clinical support team and Shahbazim training, post-
operational consulting, advisory services relative to project feasibility and establishment of
development and operations team, and various other technical assistance and analysis; and
so
CITY OF SEWARD, ALASKA
RESOLUTION 2006-26
WHEREAS, the grant requires a matching contribution from the City of Seward in the
amount of $22,250.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF SEWARD, ALASKA, that:
Section 1. The City Manager is hereby authorized to execute the attached Green House
Technical Services Agreement in substantially the form as attached hereto. .
Section 2. The Seward City Council hereby accepts an in-kind grant in the amount of
$125,000 from the Community Solutions Group, LLC.
Section 3. Matching funds in the amount of $22,250 are hereby appropriated from the
General Fund fund balance account no. 101-0000-3050 to the pass-through payments account no.
101-1180-5998.
Section 4. This resolution shall be effective immediately.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this
13th day of March. 2006.
THE CITY OF SEWARD, ALASKA
Vanta Shafer, Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Jean Lewis
City Clerk, CMC
(City Seal)
Sl
Council Agenda Statement
Meeting Date: March 13, 2006
From:
Clark Corbridge, City Manager oJ- J -, ~O'
Kristin Erchinger, Finance Director ~
Through:
Agenda Item: Executing Green House Grant and appropriating $22,250 in Matching Funds
BACKGROUND & JUSTIFICATION
On July 13, 2005, the Seward City Council approved Resolution 2005-65, selecting a site for the
long-term care replacement facility. On November 28, 2005, the Council approved Resolution
2005-131, authorizing a contract with Architects Alaska for the planning and design of the new
facility. On January 9, 2006, the Council approved Resolution 2006-04 endorsing the long-term
care facility as an official Green House@ project.
As an official Green House@ project, the City qualifies to receive an in-kind grant with an
estimated value of $125,000 from the Community Solutions Group, ILC. This group provides
technical services in connection with training for new Green House facilities, including on-site
leadership training, leadership charettes, clinical support team and Shimbazim training, post-
operational consulting, advisory services relative to project feasibility and establishment of
development and operations team, and various other technical assistance and analysis.
CONSISTENCY CHECKLIST
Where applicable, this agenda statement is consistent with the Seward City Code, Charter,
Comprehensive Plans, Land Use Plans, Strategic Plan and City Council Rules of Procedures.
Other'
FISCAL NOTE
To receive the in-kind grant services from Community Solutions Group, ILC, the City is
required to contribute matching funds in the amount of $22,250, which the administration
intends to fund from the General Fund's fund balance account.
Approved by Finance: ~ .ltA1'~
RECOMMENDATION
City Council approve Resolution 2006-1", authorizing the City Manager to execute the
attached Green House Technical Services Agreement, accept an in-kind grant with an
estimated value of $125,000, and appropriate matching funds in the amount of $22,250.
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TECHNICAL SERVICES AGREEMENT
TIUS TECHNICAL SERVICES AGREEMENT (this "Agreement") is made and entered into
this 15 day of February, 2006 by and between City of Seward DBA Providence Seward Medical and Care
Center, a Nursing Home (the "Sponsor"), and Community Solutions Group, LLC, a Delaware limited
liability company (the "Company"). The Sponsor and the Company are sometimes individually referred
to herein as a "Party" and collectively referred to herein as the "Parties".
RECITAL:
The Sponsor intends to develop or is developing a long-term care residence at City of Seward DBA
Providence Seward Medical and Care Center (the "Project"). The Company is engaged in the business of,
among other things, providing technical services to organizations establishing and operating long-term
care residences. The Sponsor desires to retain the Company to provide to it technical services in
connection with the Project, and the Company desires to be retained by the Sponsor for such purpose,
upon and subject to the terms and conditions of this. Agreement. Therefore, in consideration of the
mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the. Parties covenant and agree as follows:
1. License A&1'eement. The Project is being developed to meet the quality standards associated with
the United States Service Mark "THE GREEN HOUSE" for long term residence and care facility services .
for the elderly, Registration No. 2,595,542 (the "Mark").
2. Appointment of the Company: Scope of Services.
(a) Upon and subject to the terms and conditions of this Agreement, the Sponsor engages
and authorizes the Company to perform the services more particularly described in Exhibit A attached
hereto and made a part hereof (the "Technical Services"). The Company agrees to perform and/or
provide the Technical Services.
(b) The Company may perform certain of its obligations hereunder and otherwise act by and
through or in concert with one or more affiliated or unaffiliated third parties, provided that the foregoing
shall not diminish any of the Company's obligations or responsibilities hereunder, nor increase the
amount of compensation or reimbursements payable hereunder. The Sponsor recognizes that personnel
of the Company and any affiliated or unaffiliated third parties performing services pursuant to or in
connection with this Agreement shall not be precluded from working on other projects similar to the
Pr~ect. .
3. Obli~ations of the Sponsor. The Sponsor shall: (i) pay to the Company the fees and expenses
provided for in Section 5; (ii) provide and respond to information requests on a timely basis, meet its
performance responsibilities in a timely and professional manner, and cooperate with the Company as
reasonably necessary and appropriate for the Company to properly discharge and fulfill its obligations
under this Agreement; and (Hi) if the Sponsor or any the Sponsor's authorized representatives obtains
actual knowledge of any default under the Contract, promptly advise the Company of the same.
4. Relationship of the Company. to the Sponsor. In carrying out its duties and obligations
hereunder, the Company's relationship to the Sponsor shall be that of an independent contractor. The
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Company's personnel shall be and remain employees, agents or representatives, as the case may be, of the
Company and not of the Sponsor. None of the Company or any of its respective employees is or shall be
deemed to be employees of the Sponsor. Nothing contained in this Agreement shall constitute or be
construed to be or create a partnership, joint venture or similar relationship between the Company and
the Sponsor.
5. The Company's Fee: Reimbursements.
(a) In consideration of the services to be performed by the Company pursuant to this
Agreement, the Sponsor shall pay to the Company a fee in accordance with the terms set forth in Exhibit
~ attached hereto and made a part hereof.
(b) In addition, to the fee payable pursuant to Section 5(a) above, the Company shall be
entitled to reimbursement for normal and customary out-of-pocket expenses reasonably incurred by the
Company in connection with the performance of the Technical Services. Reimbursement shall be made
monthly in arrears, and requests for reimbursement shall be accompanied by signed receipts or other
evidence of expenditures made by the Company. Extraordinary expenses shall not be reimbursed by the
Sponsor unless the Sponsor has approved the same in advance. Without limiting the foregoing, the
Sponsor agrees that normal and customary out-of-pocket expenses include travel and lodging expenses
incurred "by the Company in connection with six (6) scheduled site visits for the following purposes: one
(1) two (2) day leadership charette, one (1) two (2) day implementation charette, one (1) three (3) day
clinical support team training, two (2) Shahbazim training sessions and "train-the-trainer" component (5
days total), and one (1) one (1) day post-opening operational consulting trip. (Travel and lodging
expenses incurred by the Company in connection with additional site visits shall be paid by the Sponsor.]
6. Liability: Indemnification.
(a) The Company shall not assume nor incur any liability, duty or obligation to the Sponsor
other than in connection with the performance of the Technical Services, as expressly provided herein.
Without limiting the foregoing, the Sponsor agrees and acknowledges that the Company shall have no
liability, duty or obligation with respect to the development and construction of the Project, the
contemplated use of the Project as a facility at which healthcare, personal care and/or living assistance
services might or will be delivered, and/or the type and nature of any such healthcare and/or living
assistance services.
(b) The Sponsor shall indemnify, hold harmless and defend the Company and its controlling
persons, and their respective stockholders, members, managers, partners, directors, officers, agents and
employees (each an "Indemnified Party"), to the full extent permitted by law, from and against any and
all losses, claims, damages, costs (including reasonable attorneys' fees) expenses, fines and liabilities
related to or arising out of this Agreement and the furnishing by the Company to the Sponsor from and
after the date hereof of services pursuant to this Agreement (collectively, "Liabilities") and shall promptly
reimburse each Indemnified Party upon presentation of a detailed statement or statements for all
reasonable out-of-pocket expenses (including reasonable legal fees and expenses) as incurred by such
Indemnified Party in connection with investigating, preparing or defending any such claim, whether or
not in connection with pending or threatened litigation in which such Indemnified Party is a party. The
Sponsor shall not, however, be responsible for any Liabilities which have resulted from such Indemnified
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Party's gross negligence, willful misconduct or breach of this Agreement. The provisions of this Section 6
shall survive the expiration or termination of this Agreement.
7. Term: Events of Default: Termination.
(a) The term of this Agreement shall commence on the date of full execution hereof and
expire on the date that is the earlier of (i) thirty (30) months from the date hereof; and (ii) six (6) months
from the date a certificate of occupancy or similar governmental approval is issued which evidences the
substantial completion of the construction, renovation and/or refurbishment of the Project, subject to the
later provisions of this Section 7.
(b) This Agreement may be terminated in writing by the following Party(ies) upon the
happening of any of the following events, each of which constitutes an "Event of Default" under this
Agreement:
(1) By either Party, if the other Party shall apply for or consent to the appointment of
a receiver, trustee or liquidator of it or of all or a substantial part of its assets, file a voluntary petition in
bankruptcy, or admit in writing its inability to pay its debts as they come due, make a general assignment
for the benefit of creditors, file a petition or an answer seeking reorganization or arrangement with
creditors or take advantage of any insolvency law or file an answer admitting the material allegations of a
petition filed against it in any bankruptcy, reorganization or insolvency proceedings, or if an order,
judgment or decree shall be. entered by any court of competent jurisdiction, on the application of a
creditor, adjudicating it a bankrupt or insolvent or approving a petition seeking reorganization of it or
appointing a receiver, trustee or liquidator of it or of all or a substantial part of its assets and such order,
judgment or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days;
(2) By the Company, upon non"payment of any fees payable by the Sponsor
pursuant to Exhibit B. within fifteen (15) business days of the payment due date;
(3) By either Party, upon breach, default, or non-compliance by the other Party with
any of its material obligations contained in this Agreement (excluding nonpayment as set forth in (2)
above), followed by written notice from the aggrieved Party to the other and failure of the defaulting
Party either to remedy or correct such breach, default or non-compliance within thirty (30) days after
receipt of such written notice, provided that if such brea<:h, default or non-compliance is not susceptible
of being cured within such thirty (30) day period and in the reasonable opinion of the non-defaulting
Party the defaulting Party has proceeded with all due diligence, the defaulting Party shall have an
additional reasonable period of time (not to exceed an additional 45 days) to diligently cure such default;
(4) By either Party, in the event of fraud, or gross negligence of the other Party in
connection with any of its obligations under this Agreement;
(5) By either Party, in the event such Party in good faith determines that continued
prosecution and/or completion of the Project is economically infeasible or not compatible with the
establishment and/or operation of a long-term care residence developed to meet the quality standards
associated with the Mark.
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(6) By the Company, if a default occurs under the License Agreement and remains
uncured after the expiration of any applicable notice and/or cure period, or if the Sponsor has in the good
faith discretion of the Company failed or is unable on a continuing basis to meet the quality standards
associated with the Mark; and
(7) By the Company, upon continuing conduct by the Sponsor which the Company
in good faith believes is damaging or detrimental to the Company's reputation or business operations.
(c) Upon termination of this Agreement pursuant to this Section 7, all obligations of the
Parties hereunder shall cease, except for the Sponsor's obligation to pay any earned or accrued portion of
fees pursuant to Exhibit B. and with respect to liabilities or claims which shall have accrued or arisen
prior to or on account of such termination and its obligations under Section 5 hereof. All such amounts
shall be payable within fifteen (15) business days of termination. Upon the expiration or termination of
this Agreement for any reason, the Company, after the payment of any amounts due it hereunder, shall
deliver to the Sponsor all originals and copies of any and all documents, materials, agreements, plans and
other matters (other than internal documents), which relate to the development and construction of the
Project.
8. Confidentiality.
(a) In connection with the Company's performance of the Technical Services pursuant to this
Agreement, the Sponsor will have access to certain confidential or proprietary information of the
Company. The Company is willing to provide the Sponsor access to this information only upon the
terms and conditions set forth in this Section 8.
(1) The term "Proprietary Information" means any and all confidential and/or
proprietary knowledge, information or data with respect to the conduct or details of the Company and its
affiliates, including, without limitation, all contents of the financial and other books and records of the
Company, information relating to methods of operation, details of contracts with consultants and other
service providers, products, proposed products, former products, fees, costs, plans, designs, technology,
developmental or experimental work, improvements, discoveries, inventions, trade secrets, know-how,
software, programs, source and object codes, other works of authorship, methods, processes, formulae,
policies, plans, personnel, suppliers, competitors, markets, or other specialized information or
proprietary matters of the Company or any of its affiliates.
(2) The term "Proprietary Information" includes information furnished to the
Sponsor orally or in writing (whatever the form or storage medium) or gathered by inspection, and
regardless of whether such information is specifically identified as "confidential;" and also notes,
analyses, compilations, studies or other documents prepared by the Sponsor which contain or otherwise
reflect such Proprietary Information.
(3) The term "Proprietary Information" does not include information which (i) is or
becomes generally available to the public other than as a result of a disclosure by the Sponsor, (ii) was or
becomes available to the Sponsor on a non-confidential basis from a source other than the Company or its
affiliates, provided that such source is not prohibited from disclosing such information to the Sponsor on
such non-confidential basis by a contractual, legal or fiduciary obligation to the Company or (Hi) the
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Sponsor can show was already known to the Sponsor prior to disclosure by the Company or was
independently developed by the Sponsor without use of the Proprietary Information.
(b) It is understood that unauthorized disclosure or use, whether intentional or
unintentional, of any of the Proprietary Information may be highly detrimental to the Company. The
Sponsor agrees:
(1) not to use any of the Proprietary Information for any purpose other than as
strictly required in connection with the Project;
(2) to maintain the Proprietary Information in strict confidence, to not make any
copies' or embodiments of the Proprietary Information during or after the term of this Agreement or
otherwise, and to not disclose any portion of the Proprietary Information to any person or entity
(including without limitation, any employees or affiliates of the Sponsor) without the prior written
approval of an authorized representative of the Company; and
(3) that the Proprietary Information shall remain the property of the Company and
any copies or embodiments thereof shall be delivered to the Company upon the request of the Company.
(c) It is further understood and agreed that money damages would not be a sufficient
remedy for any breach of this Agreement by the Sponsor, and that the Company shall be entitled to
specific performance and injunctive or other equitable relief as a remedy for such breach. The Sponsor
further agrees to waive any requirement for the securing or posting of any bond in connection with such
remedy. Any such remedy shall be in addition to all other remedies available at law or equity to the
Company. The Company shall be entitled to all expenses (including actual and reasonable attorneys'
fees) incurred by it in connection with the enforcement of the provisions of this Agreement.
(d) It is further understood and agreed that no failure or delay by the Company in exercising
any right, power or privilege hereunder shall operate as a waiver thereof. Nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or
priVilege hereunder. This Agreement does not obligate the Company to make any disclosure of
Proprietary Information or other information to the Sponsor or anyone else.
.
9. Work for Hire. Pursuant to Sections 101 and 201 of the United States Copyright law or similar
provision of any foreign law, all work protectable under the United States Copyright law (or any foreign
copyright laws) and produced by the Company in connection with the Technical Services (the "Work")
shall be a "Work made for hire". The Work shall belong entirely and exclusively to the Company and its
successors and assigns forever, and the Sponsor hereby grants and assigns forever to the Company all
right, title and interest whatsoever that the Sponsor might have in the Work, including the copyright
thereto. The Company and its successors and assigns may make any use or nonuse of such Work
throughout the world without any further obligation to the Sponsor, including the exclusive right to
reproduce the Work in any form or medium (now known or hereafter devised), to prepare derivative
works based on the Work, to distribute copies of the Work in any form or medium (now known or
hereafter devised) to the public by sale or other transfer of ownership, or by license, rental, lease, or
lending, and to perform and display the Work publicly. The Sponsor agrees to assist in every proper way
and to execute those documents and take such acts as are reasonably requested by the Company or its
counsel to obtain, sustain and from time to time enforce patents, copyrights and other rights and
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protections relating to the Work in the United States or any other country or as the Company or its
counsel may deem necessary or desirable to evidence the Company's title to the Work and the Propriety
Information. The Sponsor also agrees to assign all the Sponsor's right, title, and interest in and to any
particular item of the Work and related Propriety Information to a third party, including without
limitation, the United States, as directed by the Company. The Sponsor shall ensure that the Work
contains no material from other work or property without the permission of the owner of such material
where such other work is copyrighted or patented or where such permission is otherwise required. Such
permissions will be obtained by the Sponsor .in form and content acceptable to the Company and
delivered to the Company along with the Work. The Sponsor warrants that the Work will not, to the
Sponsor's knowledge, infringe upon the rights, including copyright or other proprietary rights, of any
third party whatsoever.
10. Proprietary Software and Software License. Without limiting any provisions of Section 8 above,
the Sponsor (i) acknowledges that the Company has developed and throughout the term of this
Agreement shall continue to develop, proprietary software that shall be made available to Sponsor for its
use in connection with the Project, upon and subject to the terms and conditions of the Company's then
current Software License Agreement, and (ii) agrees that any such proprietary software shall be used only
in connection with the Project and after execution and delivery of the Company's then current Software
License Agreement.
11. Use of Names. No press release or other written matter prepared by or for the benefit of the
. Sponsor for publication or for any other purpose in which the name "Community Solutions Group, LLC",
"NCB Development Corporation", "Robert Wood Johnson Foundation" or "Green House Replication
Initiative" will be released or issued without the Company's prior written approval.
12. Arbitration.
(a) Any controversy or claim arising out of or relating to this Agreement, or any of the
documents executed in connection with this Agreement, or the breach hereof or thereof (unless such
document(s) expressly provide to the contrary), shall be settled by a single arbitrator mutulllly acceptable
to the Parties by means of an arbitration proceeding to be conducted in the District of Columbia in
accordance with the then current Commercial Arbitration Rules of the American Arbitration Association
(the" AAA") as modified by this Section 9. The Parties acknowledge that the District of Columbia is a
convenient forum. If the Parties are unable to promptly select a mutually agreeable arbitrator, the
Company and the Sponsor shall each choose an arbitrator, and the two (2) arbitrators so chosen will agree
upon and select a third (3rd) arbitrator, who will arbitrate the controversy or claim.
.
(b) Once a dispute which cannot be resolved is identified, neither Party shall institute or
make a demand for arbitration concerning the same controversy or claim in a different location. The
Parties elect to provide for pre-arbitration discovery pursuant to the provisions of the Federal Rules of
Civil Procedure. Any controversy as to whether a dispute is covered by arbitration pursuant to this
Section 9 shall be determined by the arbitrator. The arbitrator shall apply the substantive law of the
District of Columbia and may award injunctive relief or any other remedy available from a court of
competent jurisdiction. Unless modified by the arbitrator in his or her discretion, the arbitration shall
proceed upon the following schedule: (i) the arbitration shall commence no later than sixty (60) days
following the selection of the arbitrator; and. (ii) the. arbitrator shall hear the claims on successive days
and shall render his or her written decision within fifteen (15) days following the conclusion of the
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arbitration proceedings. The arbitrator's decision will be final and binding and may not be appealed
except on the grounds of a conflict of interest. Judgment on the arbitrator's award may be entered in any
court having jurisdiction. Each Party shall be responsible for its own costs of arbitration and attorney's
fees except that the arbitrator shall have the discretion to award costs of arbitration and reasonable
attorney's fees as he/she may deem appropriate.
13. Notices. Any notice required or permitted to be given hereunder and any approval by the Parties
shall be in. writing and all notices shall be (as selected by the Party giving such notice): (i) personally
delivered, (ii) sent by certified mail, return receipt requested, or (iii) sent by overnight delivery service, as
follows:
If to the Sponsor:
City of Seward DBA Providence Seward Medical and Care
P.O. Box 365
Seward, AK 99664
Attention: Kathleen R. Kloster
Center
If to the Company:
Community Solutions Group, LLC
c/o NCB Development Corporation
1725 Eye Street, N.W., Suite 600
Washington, D.C. 20006
Attn: Greenhouse Coordinator, Marilyn Ellis
Except as otherwise specified herein, all notices and other communications shall be deemed to have been
duly given on the date of receipt or refusal if delivered personally or by overnight delivery service, or
three (3) days after the date of posting if transmitted by mail as aforesaid. Either Party may change its
address for purposes hereof by notice given to the other Party.
14. No Uability. The Company shall not be liable for any obligation or liability of CGB based on or
arising out of any event or condition occurring prior to the date hereof pursuant to the License
Agreement or otherwise, and the Sponsor hereby waives, and releases the Company and its Affiliates,
partners, officers, directors, members, trustees, employees and agents (the "Company Parties") from any
and all claims for damage, injury or loss (including without limitation, claims for the interruption of or
loss to business) which relat~ to, are based on or arise out of any event or condition occurring prior to the
date hereof pursuant to the License Agreement or otherwise. Nothing in this Section 11 shall limit any
legal right of the Sponsor against any Party other than the Company Parties.
15. Applicable Law. This Agreement shall be governed by the laws of the District of Columbia. The
Company shall comply with applicable federal, state and local laws, regulations, ordinances, guidelines,
permits and requirements pursuant to this Agreement.
16. Assignment. Neither Party may assign its rights, title and/or interests under this Agreement, or
any of its obligations hereunder to any other person or entity, without the prior written consent of the
other Party, provided, however, that each Party shall be permitted to assign its rights, title and/or
interests under this Agreement to any of its Affiliates upon not less than five (5) days prior written notice
to the other Party. The assignment or conveyance by a Party shall not without the prior written consent
of the other Party, relieve or serve to release the other Party from any obligation or liability set forth
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herein. The rights and obligations created by this Agreement shall be binding upon and inure to the
benefit of the Parties hereto, their receivers, trustees, successors and permitted assigns.
17. Amendment. This Agreement may be amended only by a specific written instrument executed
by the Sponsor and the Company.
18. Entire A~reement. This Agreement evidences the entire agreement of the Parties with respect to
the Project, and supersedes any and all prior agreements or representations of either of the Parties hereto.
19. No Waiver. No failure by the Company or the Sponsor to insist upon the strict performance of
any covenant, agreement, term or condition of this Agreement, or to exercise any right or remedy
consequent upon a breach thereof, shall affect or alter this Agreement, but each and every covenant,
agreement, term and condition of this Agreement shall continue in full force and effect with respect to
any other then existing or subsequent breach thereof.
20. Severability. If any term or provision of this Agreement or the application thereof to any person
or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement and the
application of such term or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, as the case may be, shall not be affected thereby, and each term and provision of
this Agreement shall be valid and enforceable to the fullest extent permitted by law.
21. Counterparts. This Agreement may be executed in several counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one and the same instrument.
22. Captions and Rules of Construction. The captions, headings and arrangements used in this
Agreement are for convenience only and do not in any way affect, limit, or amplify the terms and
provisions hereof. The following rules of construction shall control the interpretation of this Agreement:
(i) all pronouns, whether used in the masculine, feminine or neuter gender, shall include all other
genders, (ii) the singular shall include the plural and the plural shall include the singular, as the context
may permit or require, (Hi) each of the exhibits and schedules attached to this Agreement are made a part
hereof for all purposes, (iv) unless the context expressly provides otherwise, the words "hereunder",
"herein" and ''hereof' and other words and phrases of like import shall refer to each and every term and
provision of this Agreement, (v) the words "includes" and "including" are not limiting, (vi) the words
"may not" are prohibitive and not permissive and (vii) the word "or" is not exclusive. The Parties hereto
further mutually acknowledge and agree that this Agreement and the transactions contemplated hereby
are the result of an arm's-length negotiation among the Parties, with each Party having had the benefit of
competent legal counsel in connection therewith, that this Agreement and the transactions contemplated
hereby have been extensively negotiated by the Parties hereto, and, accordingly, that the provisions of
this Agreement have been mutually agreed and shall not be construed more strictly against the Party
who initially drafted such provisions or for any other reason.
23. Authority. Each Party covenants and agrees to the other that it has the authority to execute,
deliver and perform its respective obligations under this Agreement.
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24. DISCLAIMERS.
(a) WITHOUT LIMmNG IN ANY MANNER THE PROVISIONS OF SECTION 6 ABOVE,
THE SPONSOR HEREBY SPEOFICALLY RELIEVES THE COMPANY OF ANY AND ALL LIABILITY
OR RESPONSlliILITY IN ANY WAY RELATING TO THE DESIGN, DEVELOPMENT AND/OR
CONSTRUCTION OF THE PROJECT, INCLUDING, BUT NOT LIMITED TO, THE WORK PERFORMED
THEREON, THE MATERIAL OR LABOR SUPPLIED IN CONNECTION THEREWITH, AND ANY
ERRORS, INCONSISTENCIES OR OTHER DEFECTS IN TIlE PLANS AND SPECIFICATIONS
HERETOFORE OR HEREAFTER REVIEWED BY THE COMPANY. THE COMPANY SHALL NOT BE
RESPONSlliLE, LIABLE OR OBLIGATED TO ANY CONTRACTORS, SUBCONTRACTORS,
SUPPLIERS, MATERIALMEN, LABORERS, ARCHITECTS, ENGINEERS OR ANY OTHER PERSON
FOR SERVICES OR WO~ PERFORMED OR GOODS DELIVERED BY TIlEM OR ANY OF THEM IN
CONNECTION WITH THE PROJECI' OR EMPLOYED, DIRECfL Y OR INDIRECTLY, IN THE
CONSTRUCTION OF THE PROJECT, OR FOR ANY DEBTS OR CLAIMS WHATSOEVER ACCRUING
IN FAVOR OF ANY SUCH PARTIES AND AGAINST THE SPONSOR, OR OTHERS, OR AGAINST THE
PROJECT. ANY AND ALL INSPECTIONS OF THE PROJECT MADE BY THE COMPANY OR ITS
AGENTS, EMPLOYEES AND/OR DESIGNEES, SHALL BE SOLELY FOR TIlE INFORMATION OF TIlE
COMPANY AND SHALL NOT BE DEEMED TO HAVE BEEN MADE FOR OR ON ACCOUNT OF TIlE
SPONSOR OR ANY OTHER PERSON.
(b) TIlE COMPANY MAKES NO REPRESENTATION ABOUT THE SUITABILITY OF ANY
INFORMATION. OR ADVICE, WHETHER WRITTEN OR ORAL, MADE AVAILABLE TO THE
SPONSOR PURSUANT TO THIS AGREEMENT, AND ALL SUCH INFORMATION AND ADVICE IS
PROVIDED "AS-IS" WITHOUT ANY WARRANTY OF ANY KIND. lHE COMPANY HEREBY
DISCLAIMS ALL WARRANTIES WITH REGARD TO SUCH INFORMATION AND/OR ADVICE,
INCLUDING ALL IMPLIED WARRANTIES AND CONDmONS OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, 1TIl..E AND NON-INFRINGEMENT. IN NO EVENT SHALL THE
COMPANY BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY
[BALANCE OF PAGE iNTENTIONALLY LEFT BLANK]
[SIGNATURES FOLLOW ON THE NEXT PAGE]
-9-
Facility: City of Seward DBA Providence Seward Medical and Care Center 006 B
Form Approved 1/06
DSMDB.2003868.S
91
GREEN HOUSE@
DAMAGES OR LOSS WHATSOEVER, WHETHER IN AN ACTION OF CONTRACf, NEGUGENCE OR
OTHER TORTIOUS ACTION RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH
THE USE OF THE INFORMATION OR ADVICE MADE AVAILABLE PURSUANT TO THIS
AGREEMENT.
IN WITNESS WHEREOF, the Sponsor and the Company, intending to be legally bound, have
executed this Agreement as of the date first above written.
SPONSOR:
City of Seward DBA Providence Seward Medical
and Care Center
By:
Name:
Title:
THE COMPANY
Community Solutions Group, LLC
By:
By:
Name: . z;..
Title: y~ a ~
1rsf'l.8t>f'
-10 -
Facility: City of Seward DBA Providence Seward Medical and Care Center 006 B
Form Approved 1/06
DSMDB.2003868.5
co
""..
GREEN HOUSE@
Exhibit A
[Scope of Services]
The Company will advise the Sponsor and its development and operational team as follows:.
General Notes:
1. Advi<:e will be delivered via phone, e-mail, and other written means. Technical assistance
conference calls will be convened at mutually agreed upon intervals, typically expected to be no more
frequent than one (1) per week and no less frequent than one every four (4) weeks.
2. No services provided by the Company are meant to supplant the need for the Sponsor to assemble
and/or contract for consultant services to supplement their internal capacity to carry out all aspects of the
work necessary to develop the Project and make it operational.
3. The refusal of the Sponsor to avail itself in whole or in part of any services described below or
otherwise offered pursuant to the Technical Services Agreement shall not reduce or affect in any manner
the compensation payable by the Sponsor to the Company pursuant tQ the Technical Services A~ent.
Advisory Services:
1. Assembling an appropriate and comprehensive development and operations team, including
outside consultants as necessary.
2. Project feasibility, including operational analysis, market analysis, real estate development and
financing analysis.
3. Development and Operations:
(a) Architectural guidelines, design training, design review
(b) Policy and Procedure guidance
(c) Organizational re-design planning
(d) Staff training
(e) Move-in planning
(f) Post-opening operations (up to six months post-opening);
4. The Company will provide the following on-site activities:
(a) one (1) two (2) day on-site leadership charette;
(b) one (1) two (2) day on-site implementation charette;
(c) one (1) three (3) day on-site clinical support team training;
(d) two (2) on-site Shahbazim training sessions with curriculum and "train-the-trainer"
component (total of 5 days); and
(e) one (1) one (1) day post opening operational consulting trip.
5. The Company shall furnish to the Sponsor a financial feasibility tool.
Facility: City of Seward DBA Providence Seward Medical and Care Center 006 B
Form Approved 1/06
nc;:MnR~2003868.5
n~
GREEN HOUSE@
EXHIBIT B
[Compensation]
For and in consideration of the performance by the Company of its duties and obligations pursuant to the
Agreement, the Sponsor shall pay to the Company a fee (the "Basic Fee") equal to $22,250.00. The Basic
Fee shall be paid as follows: $10,000 upon signature, $1020.83 per month beginning May 2006. Each such
installment shall be paid in lawful money of the United States of America, to the Company at the address
set forth in Section 8 of the Agreement, or at such other address or to such other person as the Company
may designate by written notice to the Sponsor.
.
Facility: City of Seward DBA Providence Seward Medical and Care Center 006 B
Form Approved 1/06
~Il
DSMDB.2003868.S
Sponsored by: Corbridge
CITY OF SEW ARDt ALASKA
RESOLUTION 2006-27
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKAt APPROVING EMERGENCY PURCHASES IN THE AMOUNT
OF $1.1 MILLION RESULTING FROM A SIGNIFICANT AVALANCHE
EVENT ON FEBRUARY 11, 2006t AND APPROPRIATING FUNDS
WHEREAS, Seward and the surrounding vicinity experienced extreme winter weather
conditions including heavy snows, ice, and wind; on February 9, 2006, disabling power lines
supplying electricity to Seward and as a result, the City established generator power; and
WHEREAS, a significant avalanche event occurred at Mile 21.5 of the Seward Highway
on February 11, 2006, destroying approximately 2000 feet of transmission and distribution line,
including five power pole structures; and
WHEREASt since February 9, 2006, the City has been running an average of four
generators (five generators during the day, four at night), with each generator burning an average
of 100 to 150 gallons of diesel per hour at a cost of approximately $2.21. per gallon; and
WHEREAS, the unanticipated costs of this event are estimated to be at least $1.1
million, as follows: $700,000 cost of generating power minus the average energy costs prior to
the emergency event; $300,000 cost of emergency repairs; and $100,000 emergency operating
costs for supplies and generator parts; and
WHEREAS, the City Manager and Mayor jointly issued a disaster declaration on
February 24,2006, seeking Borough, State, and Federal financial assistance to assist the City in
funding the costs of responding to this disaster; and
WHEREAS, Seward City Code ~6.10.120(2) and 6.10.120(3) exempt the City from the
requirements of competitive procurement procedures where an emergency makes it unreasonable
to delay the purchasing process in order to seek competitive bids. However, in seeking quotes
from electric contractors qualified to handle repairs of this magnitude, the City did receive two
separate price quotes and accepted the quote of the lowest bidder; and
WHEREAS, the administration desires to inform the City Council of the status of these
emergency purchases and costs to-date, and will provide a full listing of disaster-related
expenditures upon receipt of bills, and hereby recommends an appropriation to cover the
additional unbudgeted costs associated with this disaster.
~5
CITY OF SEWARD, ALASKA
RESOLUTION 2006-27
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF SEWARD, ALASKA, that:
Section 1. The City Manager is hereby authorized to pay the costs incurred related to the
Declaration of Local Emergency Disaster, declared February 24, 2006.
Section 2. Funds in the amount of$I.1 million are hereby appropriated from the Electric
Enterprise Fund Retained Earnings account no. 501-0000-3050 to various Electric Enterprise
Fund accounts (including contracted services, generator fuel, personnel, operating supplies) no.
501-5400-5XXX.
Section 3. This resolution shall be effective immediately.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this
13th day of March, 2006.
THE CITY OF SEWARD, ALASKA
Vanta Shafer, Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Jean Lewis
City Clerk, CMC
(City Seal)
(' ,..
, 'J'
..' ,
Council Agenda Statement
Meeting pate.:
March 13, 2006
Clark Corbridge, City Manager tlvi 3 ~ t -(){,
Kristin Erchinger, Finance Director 'i.f'U
To:
From:
Agenda Item:
Authorizing emergency purchases related to the Avalanche Disaster and
appropriating funds
BACKGROUND & JUSTIFICATION:
Seward and the surrounding vicinity experienced extreme winter weather conditions including
heavy snows, ice, and wind; on February 9, 2006, disabling power lines supplying electricity to
Seward and as a result, the City established generator power. This winter storm resulted in a
significant avalanche event at Mile 21.5 of the Seward Highway on February 11, 2006,
destroying approximately 2000 feet of transmission and distribution line, including five power
pole structures.
Since February 9, 2006, the City has been running an average of four generators (five generators
during the day, four at night), with each generator burning an average of 100 to 150 gallons of
diesel per hour at a cost of approximately $2.21 per gallon. The unanticipated costs of this event
are estimated to be at least $1.1 million, as follows: $700,000 cost of generating power minus
the average energy costs prior to the emergency event; $300,000 cost of emergency repairs; and
$100,000 emergency operating costs for supplies and generator parts.
The City Manager and Mayor jointly issued a disaster declaration on February 24, 2006, seeking
Borough, State, and Federal financial assistance to assist the City in funding the costs of
responding to this disaster, but it remains to be seen whether the City will receive financial
assistance.
The administration was unable to receive prior approval from Council for emergency purchases
in excess of $10,000 due to the urgent nature of the disaster response, and necessary repairs.
Seward City Code ~6.1O.120(2) and 6.10.120(3) exempt the City from the requirements of
competitive procurement procedures where an emergency makes it unreasonable to delay the
purchasing process in order to seek competitive bids. However, in seeking quotes from electric
contractors qualified to handle repairs of this magnitude, the City did receive two separate price
quotes and accepted the quote of the lowest bidder.
The administration will provide a full listing of disaster-related expenditures upon receipt of
bills, and recommends an appropriation to cover the additional unbudgeted costs associated with
this disaster.
CONSISTENCY CHECKLIST: Where applicable, this agenda statement is consistent with the
Seward City Code, Charter, Comprehensive Plans, land Use Plans, Strategic Plan and City Council
Rules of Procedures.
~7
Resolution 2006-).1
Approving Avalanche Disaster-Related Emergency Purchases
PageTwo
FISCAL NOTE:
At this time the Electric Enterprise Fund is absorbing the costs of this avalanche event, until such
time as it is determined whether a portion of disaster costs will be reimbursed by State or Federal
agencies. A decision on whether or not to pass a portion of these costs along to customers will
be delayed until after a determination has been made relative to potential disaster funding
assistance.
Approved by Finance Department: ~ ~~
RECOMMENDATION:
Council approve Resolution 2006-11 authorizing the City Manager to pay costs incurred related
to the Declaration of Local Emergency Disaster, declared February 24, 2006, and appropriating
funding in the amount of $1.1 million.
LS
Sponsored by: Wohlforth
CITY OF SEWARD, ALASKA
RESOLUTION 2006-28
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, PROVIDING FOR THE ISSUANCE OF LONG TERM CARE
FACILITY REVENUE BONDS OF THE CITY IN THE PRINCIPAL
AMOUNT OF NOT TO EXCEED 527,000,000 FOR THE PURPOSE OF
PROVIDING AMOUNTS TO FINANCE, DESIGN, ACQUIRE, CONSTRUcr
AND EQUIP A LONG TERM CARE FACILITY IN THE CITY AND TO DO
ALL TIDNGS NECESSARILY INCIDENTAL THERETO, FIXING
CERTAIN COVENANTS AND PROTECTIVE PROVISIONS
SAFEGUARDING THE PAYMENT OF THE PRINCIPAL OF AND
INTEREST ON SAID BONDS; PROVIDING THAT ADDITIONAL LONG
TERM CARE FACILITY REVENUE BONDS MAY BE ISSUED ON A
PARITY WITH SUCH BONDS UPON COMPLIANCE WITH CERTAIN
CONDITIONS; AND FIXING CERTAIN DETAILS OF THE BONDS.
WHEREAS, the City of Seward, Alaska, (the "City") leases land and improvements for a
long term care facility ("Wesley") from the Women's Division of the Board of Global Ministries of
the United Methodist Church; and
WHEREAS, Wesley is an aging facility that has served its useful life; and
WHEREAS, the City has an agreement with Providence Health System-Washington, d/b/a
Providence Health System in Alaska to operate a hospital and long term care facility; and
WHEREAS, the Constitution and statutes of the State of Alaska and the Charter of the City
permit the City to issue revenue bonds to finance any project which serves a public purpose which
bonds are secured only by the revenues of the project and which do not constitute a debt or pledge of
the faith and credit or taxing power of the City and which may be authorized by the Council and do
not require ratification by the electors of the City; and
WHEREAS, it is necessary to establish the form, conditions, covenants and method of sale
of such bonds and to make provision for establishing the amount, maturities, interest rates and
redemption rights and other terms thereof;
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF
SEWARD, ALASKA:
Section 1. Puroose. The purpose of this resolution is to authorize the issuance and sale of
not to exceed $27,000,000 oflong term care facility revenue bonds, to fix the form, covenants and
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method of sale of said bonds, to provide for establishing the amount, maturities, interest rates,
redemption rights and other terms of the bonds and to fix the conditions under which additional
revenue bonds may be authorized and issued on a parity with the bonds.
Section 2. Definitions. As used in this resolution, unless a different meaning clearly
appears from the context:
"Acquired Obligations" means and includes any of the following securities, if and to the
extent the same are at the time legal for investment of funds of the City: any noncallable bonds or
other noncallable obligations which as to principal and interest constitute direct obligations of, or are
unconditionally guaranteed by, the United States of America
"Annual Debt Service Requirement" means, with respect to any particular Fiscal Year and to
any specified bonds, an amount equal to (i) interest accruing during such Fiscal Year on such bonds,
except to the extent such interest is to be paid from deposits in the Debt Service Subaccount from
bond proceeds, (ii) the principal amount of such bonds due during such Fiscal Year for which no
sinking fund installments have been established, plus (iii) the unsatisfied balance of any sinking fund
installment for such bonds due during such Fiscal Year.
"Arbitrage and Tax Certificate" means the certificate executed and delivered by the City at
the time of issuance and delivery of the Bonds setting forth the City=s expectations as to the use of
Bond proceeds.
"Bond Account" means the Long Term Care Facility Revenue Bond Account created by
Section 12 hereof.
"Bond Register" means the registration books maintained by the Registrar containing the
names arid addresses of the owners of the Bonds.
"Bonds" means the City of Seward, Alaska, Long Term Care Facility Revenue Bonds, 2006.
"Bond Year" has the meaning given such term in the Arbitrage and Tax Certificate.
"Charter" means the Home Rule Charter of the City, as the same may be amended from time
to time.
"City" means the City of Seward, Alaska, a municipal corporation organized and existing
under the Charter and Constitution and laws of the State of Alaska.
"Code" means the Internal Revenue Code of 1986, as amended, and all applicable regulations
thereunder.
"Consulting Engineer" means an independent consulting engineer or engineering firm
licensed to practice in the State of Alaska, retained and appointed pursuant to Section 15(F) hereof.
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"Council" means the general legislative authority of the City, as the same may be constituted
from time to time.
"Debt Service Subaccount" means the Debt Service Subaccount created in the Bond Account
by Section 12 hereof.
"Fiscal Year" means the 12-month period commencing on January 1 each year through and
including December 31 of that year.
"Future Parity Bonds" means any co-located hospital and long term care facility revenue
bonds, notes or other obligations of the City, other than the Bonds, issued under a resolution wherein
the City pledges that the payments to be made out of the Pledged Revenues into the Bond Account
and Reserve Subaccount therein to pay and secure the payment of the principal of and interest on
such revenue bonds, notes or other obligations will be on a parity with the payments required by this
resolution to be made out of such Pledged Revenues into such Bond Account and Reserve
Subaccount to pay and secure the payment of the principal of and interest on the Bonds.
"Government Obligations" means any of the following: (i) any bonds or other obligations
which, as to principal and interest, constitute direct obligations of, or are unconditionally guaranteed
by, the United States of America; (ii) bonds, debentures, or other evidences of indebtedness issued or
guaranteed by any agency or corporation which has been or may hereafter be created pursuant to an
act of Congress as an agency or instrumentality of the United States of America; (iii) bonds,
debentures, or other evidences of indebtedness issued or guaranteed by any agency or corporation
which has been or may hereafter be created pursuant to an act of Congress as an agency or
instrumentality of the United States of America; (iv) obligations of financial institutions insured by
the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation,
to the extent insured; and (v) bank certificates of deposit fully secured by obligations described in (i)
and (ii) hereof.
"Loan Agreement" means the Loan Agreement between the City and the Alaska Municipal
Bond Bank Authority, dated as of the date of the Bonds.
"Net Revenues" means, for any Fiscal Year or other period of time, all amounts received by
the City from operations of the co-located hospital and long term care facility sites in Seward, Alaska
and deposited in the Providence Seward Medical & Care Center Account and interest and profits
derived from the investment of moneys held in the Providence Seward Medical & Care Center
Account less Operating Expenses for such period.
"Operating Expenses" means, for any Fiscal Year or other period of time, the expenses of a
non-capital nature incurred for the co-located hospital and long-term care facilities in Seward,
Alaska. Operating Expenses shall not include any allowances for depreciation or amortization or any
principal, redemption price or purchase price of, or interest on, any obligations of the City incurred in
connection with and payable from Pledged Revenues or any fee or charge in lieu of City taxes.
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"Parity Bonds" means the Bonds and any Future Parity Bonds.
"Project" means a long term care facility located in the City of Seward, Alaska.
"Pledged Revenues" means Net Revenues and interest received and profits derived from the
investment of moneys obtained from moneys held in any fund solely to payor secure the payment of
any Bonds issued under this resolution.
"Registered Owner" means the person named as the registered owner of a Bond in the Bond
Register.
"Registrar" means the Finance Director of the City, or any successor that the Finance Director
may appoint.
"Reserve Subaccount" means the Reserve Subaccount created in the Bond Account by
Section 12 hereof.
"Reserve Subaccount Requirement" means an amount equal to the least of (i) 10% of the
proceeds of sale of the Parity Bonds, (ii) 125% of the average Annual Debt Service Requirement for
all Parity Bonds, and (Hi) the maximum Annual Debt Service Requirement on all outstanding Parity
Bonds.
Section 3. Authorization of Bonds and Puroose of Issuance. The City shall issue and sell
revenue bonds designated ACity of Seward, Alaska Long Term Care Facility Revenue Bonds, 2006"
(the "Bonds") in the aggregate principal amount of not to exceed $27,000,000. The proceeds of the
Bonds shall be used to pay the costs to finance, design, acquire, construct and equip the Project. The
Project serves a public purpose of the City.
Section 4. Date. Maturities. Interest Rates and Other Details of the Bonds. The Bonds
shall be dated and mature on such dates not later than 2036, and shall bear interest from their date
payable on such dates, and at such rates, not exceeding 7% per annum, as the City Manager or
Finance Director may fix and determine at or prior to the time of sale of the Bonds.
The Bonds shall be fully registered as to both principal and interest, shall be in the
denomination of $5,000 each, or any integral multiple thereof, and shall be numbered separately in
such manner and with any additional designation as the Registrar deems necessary for purposes of
identification.
Section 5. Place and Medium ofPavment. Both principal of and interest on the Bonds
shall be payable in lawful money of the United States of America. For so long as all outstanding
Bonds are registered in the name of the Alaska Municipal Bond Bank Authority, payments of
principal and interest thereon shall be made as provided in the Loan Agreement. In the event that the
Bonds are no longer registered in the name of the Alaska Municipal Bond Bank Authority, interest
C,1llOCUMENTS AND SETTIN<lS\CUDOOLOCAL Sf:ITINOS\TIIMPORAllY 00'ERNIlT JlI1J3S\OI.KZ9AIflNAL RI!SOU1TION.DOC
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on the Bonds shall be paid by check mailed (or by wire transfer to a Registered Owner of Bonds in
aggregate principal amount of$ I ,000,000 or more who so requests) to the Registered Owners of the
Bonds at the addresses for such Registered Owners appearing on the Bond Register on the 15th day
of the month preceding the interest payment date. Principal of the Bonds shall be payable upon
presentation and surrender of the Bonds by the Registered Owners at the principal office of the
Registrar.
Section 6. Registration.
A. Bond Register. The Bonds shall be issued only in registered form as to both principal
and interest. The Registrar shall keep, or cause to be kept, a bond register.
B. Registered Ownership. The City and the Registrar, each in its discretion, may deem
and treat the Registered Owner of each Bond as the absolute owner thereof for all purposes, and
neither the City nor the Registrar shall be affected by any notice to the contrary. Payment of any
such Bond shall be made only as described in Section 5 hereof, but such registration may be
transferred as herein provided. All such payments made as described in Section 5 shall be valid and
shall satisfy and discharge the liability of the City upon such Bond to the extent of the amount or
amounts so paid.
C. Transfer or Exchange. Bonds shall be transferred only upon the Bond Register kept
by the Registrar. Upon surrender for transfer or exchange of any Bond at the office of the Registrar,
with a written instrument of transfer or authorization for exchange in form and with guaranty of
signature satisfactory to the Registrar, duly executed by the registered owner or its duly authorized
attorney, the City shall execute and the Registrar shalldeliver an equal aggregate principal amount of
Bonds of the same maturity of any authorized denominations, subject to such reasonable regulations
as the Registrar may prescribe and upon payment sufficient to reimburse it for any tax, fee or other
governmental charge required to be paid in connection with such transfer or exchange. All Bonds
surrendered for transfer or exchange shall be cancelled by the Registrar. The Registrar shall not be
required to transfer or exchange Bonds subject to redemption during the 15 days preceding any
principal or interest payment date or the date of mailing of notice of redemption of such Bonds, or
any Bond after such Bond has been called for redemption.
D. Registration Covenant. The City covenants that, until all Bonds have been
surrendered and cancelled, it will maintain a system for recording the ownership of each Bond that
complies with the provisions of Section 149 of the Code.
Section 7. Redemotion. The Bonds may be redeemed at the times, for the redemption
prices, and in such manner, as the City Manager or Finance Director may fix and determine at or
prior to the time of sale of the Bonds.
Notice of any intended redemption of Bonds shall be given not less than 45 nor more than 60
days prior to the date fixed for redemption by United States mail to registered owners of the Bonds to
be redeemed at their addresses as they appear on the Bond Register on the day the notice is mailed;
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provided, however, that for so long as the Bonds are registered in the name of the Alaska Municipal
Bond Bank Authority, all notices shall be given only as.provided in the Loan Agreement. The
requirements of this section shall be deemed to be complied with when notice is mailed as herein
provided, whether or not it is actually received by the Registered Owner.
All official notices of redemption shall be dated and shall state:
(a) the redemption date;
(b) the redemption price;
( c) if fewer than all outstanding Bonds are to be redeemed, the identification (and, in
the case of partial redemption, the respective principal amounts) of the Bonds to be
redeemed;
(d) that on the redemption date the redemption price will become due and payable
upon each such bond or portion thereof called for redemption, and that interest thereon shall
cease to accrue from and after said date; and
(e) the place where such Bonds are to be surrendered for payment of the redemption
price, which place of payment shall be the principal office of the Registrar.
Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be
redeemed shall, on the redemption date, become due and payable at the redemption price therein
specified, and from and after such date (unless the City shall default in the payment of the
redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of
such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Registrar
at the redemption price. Installments of interest due on or prior to the redemption date shall be
payable as herein provided for payment of interest. Upon surrender for any partial redemption of any
Bond, there shall be prepared for the Registered Owner a new Bond or Bonds of the same maturity in
the amount of the unpaid principal. All Bonds which have been redeemed shall be cancelled and
destroyed by the Registrar and shall not be reissued.
If any Bond shall be duly presented for payment and funds have not been duly provided by
the City on such applicable date, then interest shall continue to accrue thereafter on the unpaid
principal thereof at the rate stated on such Bond until it is paid.
Section 8. Form of Bonds. The form of the Bonds sh811 be substantially as follows:
No. $
UNITED STATES OF AMERICA
CITY OF SEWARD, ALASKA
LONG TERM CARE FACILITY REVENUE BOND, 2006
REGISTERED OWNER:
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..... \"..' ..
.'
PRINCIPAL AMOUNT:
The City of Seward, Alaska (the "City"), a muiricipal corporation of the State of Alaska,
hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner
identified above, or its registered assigns, but only from the sources stated herein, the Principal
Amount indicated above in the following installments on of each of the following
years, and to pay, from the sources stated herein, interest on such installments from the date hereof,
payable on , 20_ and semiannually thereafter on the first days of each
and of each year, at the rates per annum as follows:
Maturity
Date
Principal
Amount
Interest
Rate
For so long as this Bond is owned by the Alaska Municipal Bond Bank Authority (the "Authority"),
payment of principal and.interest shall be made as provided in the Loan Agreement between the
Authority and the City. In the event that this Bond is no longer owned by the Authority, payment of
principal of and interest on this Bond will be made by check or draft mailed by first class mail to the
registered owner at the address appearing on the bond register of the City, provided that the final
installment of principal and interest on this Bond will be payable at the office of the City Finance
Director(the "Registrar") upon surrender of this Bond. Interest shall be computed on the basis ofa
360-day year composed of twelve 30-day months. Both principal of and interest on this bond are
payable in lawful money of the United States of America solely out of the special fund of the City
known as the "Long Term Care Facility Revenue Bond Account" created by Section 12 of Resolution
No. 2006-_.
This bond is one of an issue of bonds (the ABonds@) of like date and tenor except as to
number, rate of interest, and date of maturity, aggregating the principal sum of$ and is
issued pursuant to the Constitution and statutes of the State of Alaska and the Charter and duly
adopted resolutions and ordinances of the City, including Resolution No. 2006-_ (the "Bond
Resolution"). The definitions contained in the Bond Resolution shall apply to capitalized terms
contained herein. The Bonds are being issued for the purpose of financing, acquiring, designing,
constructing and equipping a long term care facility in Seward, Alaska.
Bonds maturing on or after , 20_, may be called for redemption at the
option of the City on any date on and after in whole on any date, or in part in
increments of $5,000 with maturities to be selected by the City and by lot within a maturity, at a
price of par plus accrued interest to the date of redemption.
Notice of any such intended redemption shall be given as provided in the Loan Agreement.
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From and after the date fixed for redemption, interest on any Bonds so called for redemption shall
cease to accrue, provided funds for such redemption are on deposit in the Bond Account.
The City does hereby pledge and bind itself to set aside out of Pledged Revenues of the City
and to pay into the Bond Account the various amounts required by the Bond Resolution to be paid
into and maintained in said Account all within the times provided in the Bond Resolution.
The Bonds are payable only from Pledged Revenues and other amounts pledged thereof
under this Resolution and the Bonds do not constitute a general obligation of the City.
The pledge of Pledged Revenues contained herein and in the Bond Resolution may be
discharged by making provision, at any time, for the payment of the principal of and interest on this
Bond in the manner provided in the Bond Resolution.
The pledge of amounts to be paid into the Bond Account is hereby declared to be a lien and
charge upon the Pledged Revenues superior to all other charges of any kind or nature and equal in
rank to the lien and charge thereon for amounts pledged to the payment of any Future Parity Bonds
hereafter issued.
The City has further bound itself to maintain the Project in good condition and repair, to
operate the same in an efficient manner and at a reasonable cost, and use its best efforts such that it
. will provide Pledged Revenues in an amount equal to at least the amount of the Annual Debt Service
Requirement for such year on all outstanding Parity Bonds.
It is hereby certified that all acts, conditions and things required by the Constitution and
statutes of the State of Alaska and the Charter and resolutions of the City to be done precedent to and
in the issuance of this bond have happened, been done and performed.
IN WITNESS WHEREOF, the City of Seward, Alaska, has caused this bond to be executed
with the manual or facsimile signature of its Mayor and to be countersigned with the manual or
facsimile signature of its Clerk and the official seal of the City to be impressed or imprinted hereon,
as of this _ day of ,2006.
CITY OF SEWARD, ALASKA
Mayor
COUNTERSIGNED:
City Clerk
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(Fonn of Assignment)
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(please insert Social Security or taxpayer identification number of transferee)
(Please print or typewrite name and address, including zip code of Transferee)
the within bond and does hereby irrevocably constitute and appoint of
. or its successor, as Registrar, to transfer said bond on the books
kept for registration thereof with full power of substitution in the premises.
DATED:
NOTE: The signature on this Assignment must
correspond with the name of the registered owner as it
appears upon the face of the within bond in every
particular, without alteration or enlargement or any
change whatever.
SIGNATURE GUARANTEED:
Section 9. Execution of Bonds. The Bonds shall be executed on behalfofthe City with
the manual or facsimile signature of the Mayor of the City, countersigned with the manual or
facsimile signature of the Clerk. The official seal of the City shall be impressed or imprinted on each
Bond. The execution of a Bond on behalf of the City by persons that at the time of the execution are
duly authorized to hold the proper offices shall be valid and sufficient for all purposes, although any
such person shall have ceased to hold office at the time of issuance and delivery of the Bond or shall
not have held office on the date of the Bond.
Section 10. Mutilated. Destroved. Stolen or Lost Bonds. Upon surrender to the Registrar of
a mutilated Bond, the City shall execute and deliver a new Bond of like maturity and principal
amount. Upon filing with the Registrar of evidence satisfactory to the City that a Bond has been
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destroyed, stolen or lost and of the ownership thereof, and upon fumishing the City with indemnity
satisfactory to it, the City shall execute and deliver a new Bond of like maturity and principal
amount. The person requesting the authentication and delivery of a new Bond pursuant to this
section shall comply with such other reasonable regulations as the City may prescribe and pay such
expenses as the City may incur in connection therewith. Any Bonds issued pursuant to this section
in substitution for Bonds alleged to be destroyed, stolen or lost shall constitute original additional
contractual obligations on the part of the City, whether or not the Bonds alleged to be destroyed,
stolen or lost be at any time enforceable by anyone, and shall be equally and proportionately secured
with all other Bonds issued hereunder.
Section 11. Priority of Use of Pledged Revenues. Pledged Revenues are hereby pledged to
and shall be used only for the following purposes and in the following order of priority:
First, to make all payments, including sinking fund payments, required to be made into the
Debt Service Subaccount for the payment of the principal of and interest on Parity Bonds;
Second, to make all payments required to be made into the Reserve Subaccount;
Third, to make all payments, including sinking fund payments, required to be made into a
subordinate lien debt service account for the payment of the principal of and interest on any
subordinate lien bonds;
Fourth, to pay the costs of financing, acquiring, designing, constructing and equipping the
Project, to purchase or redeem long term care facility revenue bonds or notes of the City, or for any
other proper purpose in connection with the ownership of the Project.
Section 12. Long Term Care Facility Revenue Bond Account and Subaccounts Therein.
There is hereby created a special fund of the City known as the "Long Term Care Facility Revenue
Bond Account" (the "Bond Account"), which fund is a trust fund to be drawn upon for the sole
purpose of paying the principal of and interest and premium, if any, on all Parity Bonds. The Bond
Account consists of two sub accounts, the Debt Service Subaccount and the Reserve Subaccount.
Amounts pledged to be paid into the Bond Account are hereby declared to be a lien and charge upon
Pledged Revenues superior to all other charges of any kind or nature and equal in rank to the charge
thereon to pay and secure the payment of the principal of and interest on all Parity Bonds.
From and after the time ofissuance and delivery of the Bonds and as long thereafter as any of
the same remain outstanding, the City hereby irrevocably obligates and binds itself to set aside and
pay into the Debt Service Subaccount out of Pledged Revenues on or before the 20th day of each
month the following:
A. Such amounts, in approximately equal monthly installments, as will be sufficient to
accumulate the amount required to pay the interest scheduled to become due on Parity Bonds on the
next interest payment date; and
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B. Such amounts, in approximately equal monthly installments, as will be sufficient to
accumulate (i) the principal amount of Parity Bonds due for which no sinking fund installments have
been established. plus (ii) the unsatisfied balance of any sinking fund installment for Parity Bonds, in
each case during the next 12.months.
Moneys in the Debt Service Subaccount may be held in cash or invested in Government
Obligations which investments matUre prior to the time such money is required for the payment of
the principal of or interest on the Parity Bonds. All interest earned on and profits derived from such
investments shall remain in and become a part"ofthe Debt Service Subaccount.
Section 13. Reserve Subaccount. The City hereby covenants and agrees that it will at the
time of issuance of the Bonds cause amounts to be paid into the Reserve Subaccount such that the
total amount in the Reserve Subaccount will be equal to the Reserve Subaccount. Requirement.
The City further covenants and agrees that it will set aside and pay into the Reserve
Subaccount amounts from Pledged Revenues, commencing with the first month following the
closing and delivery of the Bonds, so that the amount on deposit in the Reserve Subaccount will at
all times be at least equal to the Reserve Subaccount Requirement.
The City further covenants and agrees that in the event it issues any Future Parity Bonds
hereafter it will provide in each resolution authorizing the same that at the time of issuance of such
Future Parity Bonds payments will be made into the Reserve Subaccount such that the total amount
of such payments together with the money already in the Reserve Subaccount will be equal to the
Reserve Subaccount Requirement.
.
The City further covenants and agrees that it will at all times maintain therein an amount at
least equal to the Reserve Subaccount Requirement until there is a sufficient amount in the Bond
Account and Reserve Subaccount to pay the principal of, premium, if any, and interest on all
outstanding Parity Bonds, at which time the money in the Reserve Subaccount may be used to pay
such principal, premium, if any, and interest; provided, however, that moneys. in the Reserve
Subaccount may be withdrawn, or set aside in a special account in the Bond Account pursuant to
Section 19 of this resolution, to pay (with or without other available funds) the principal, premium, if
any, and interest on all of the outstanding Parity Bonds of any single issue or series payable out of
the Bond Account. so long as the moneys remaining on deposit in the Reserve Subaccount are at
least equal to the Reserve Subaccount Requirement on all of the remaining outstanding Parity
Bonds. The City may, from time to time, transfer from the Reserve Subaccount to the Debt Service
Subaccount amounts in excess of the Reserve Subaccount Requirement.
In the event there shall be a deficiency in the Debt Service Subaccount for meeting maturing
installments of either principal of or interest on the Parity Bonds, such deficiency shall be made up
from the Reserve Subaccount by the withdrawal of cash therefrom. Any deficiency created in the
Reserve Subaccount by reason of any such withdrawal shall then be made up from Pledged Revenues
first available therefor after making necessary provision for the required payments into the Debt
Service Subaccount. Investments in the Reserve Subaccount shall be valued at amortized cost except
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that in the event of a deficiency in the Reserve Subaccount caused by the withdrawal or transfer of
moneys therefrom the amount of such deficiency shall be determined by valuing all investments in
the Reserve Subaccount at the then market value.
;
All money in the Reserve Subaccount may be kept in cash or invested in Government
Obligations. Such investments shall mature not later than the last maturity of the Parity Bonds
outstanding at the time of their purchase. Interest on any such investments and/or any profits
realized from the sale thereof shall be deposited in and become a part of the Debt Service
Subaccount.
Section 14. Investment of Certain Accounts. Moneys held in the Bond Account shall be
invested and reinvested to the fullest extent practicable in Government Obligations which mature not
later than at such times as shall be necessary to provide moneys when needed for payments to be
made from such Accounts, and in the case of the Reserve Subaccount not later than fifteen years
from the date of such investment.
Nothing in this resolution shall prevent any Government Obligations from being issued or
held in book-entry form on the books of the Department of the Treasury of the United States.
Obligations purchased as an investment of moneys in any Account or Subaccount created
under this resolution shall be deemed at all times to be a part of such Account or Subaccount and any
profit realized from the liquidation of such investment shall be credited to such Account or
Subaccount and any loss resulting from the liquidation of such investment shall be charged to the
respective Account or Subaccount.
In computing the amount in any Account or Subaccount created under this resolution for any
purpose provided in this resolution, obligations purchased as an investment of moneys therein shall
be valued at cost plus interest accrued and unpaid at the date of computation.
Section 15. Specific Covenants. The City hereby covenants with the owners of each of the
Parity Bonds for so long as any of the same remain outstanding as follows:
A. The City will use its best efforts to maintain and collect Net Revenues in each Fiscal
Year that will provide Pledged Revenues in an amount equal to the amount of the Annual Debt
Service Requirement for such year on all outstanding Parity Bonds.
B. The City will at all times maintain, preserve and keep the Project and every part and
parcel thereof in good repair, working order and condition; will from time to time make or cause to
be made all necessary and proper repairs, renewals and replacements thereto so that the business
carried on in connection therewith may be properly and advantageously conducted.
C. The City will at all times carry all-risk insurance and such other forms ofinsurance on
such of the buildings, equipment, property and facilities of the Project as are ordinarily insured in
such amounts and with such deductibles as under good business practice are ordinarily carried on
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'.
such buildings, equipment, property and facilities but such insurance shall in all events be in an
amount at least equal to the lessor of (i) 80% of the estimated replacement cost of the insurable parts
of the Project or (ii) the aggregate principal amount of the Bonds then outstanding, in each case such
all-risk insurance shall include, but not be limited to, hazards such as fire, water, lightning, tornado,
windstorm, hail, explosion, riot, civil commotion, vandalism and malicious mischief, aircraft and
vehicles, excluding flood, tidal wave, wavewash, subsidence, or earthquake insurance. In addition to
the above insurance, the City shall also require any operator to carry liability insurance and such
other types of insurance as are usually carried for operating like properties. All such insurance shall
be carried with responsible insurers and the policies shall be payable to the City.
D. The City will keep and maintain proper books and accounts with respect to the
operation of the Project in such manner as prescribed by any authorities having jurisdiction over the
Project; will cause its books and accounts to be audited annually be a certified public accountant not
later than 180 days following the end of each Fiscal Year, copies of which audits shall, upon request,
be furnished to the owners of the Parity Bonds. Said audit shall show whether or not the City has in
all respects performed and complied with the covenants set forth in this resolution, including the
payments into the Debt Service Subaccount and Reserve Subaccount provided for herein.
E. All employees and agents of the City collecting or handling money of the City in
connection with the management and operation of the System shall be bonded in an amount
commensurate with the funds they handle and in an amount sufficient to protect the City from loss.
F. The City will not sell or otherwise dispose of the Project unless contemporaneously
with such sale or disposal there shall be paid from the Bond Account a sum sufficient to pay the
principal of and interest on all Parity Bonds then outstanding to the date or dates on which they first
may be redeemed, nor will it sell or otherwise dispose of any part of the Project which is material to
the production of Pledged Revenues unless, in the opinion of the Consulting Engineer, the remaining
Project will generate Pledged Revenues sufficient to enable the City to comply with the requirements
of this resolution.
G. The City will not at any time create or permit to accrue or exist any lien or other
encumbrance or indebtedness upon the Project or the Pledged Revenues, or any part thereof, or upon
any Account or Subaccount created hereunder, prior or superior to the lien thereon for the payment
of the Parity Bonds, and will pay and discharge, or cause to be paid and discharged, any and all
lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon
the Pledged Revenues, or any part thereof, or upon any Account or Subaccount in the hands of the
City, prior or superior to the lien of the Parity Bonds or which might impair the security of the Parity
Bonds.
H. The City will not expend any of the Pledged Revenues or the proceeds of any
indebtedness payable from Pledged Revenues for any additions, betterments or improvements to the
Project which are not economically sound and which will not properly and advantageously contribute
to the conduct of the business of the Project in an efficient and economical manner.
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I. At any and all times the City shall, as far as it may be authorized by law, make, do,
execute, acknowledge, and deliver all further resolutions, acts, deeds, conveyances, assignments,
transfers, and assurances as may be necessary or desirable for better assuring, conveying, granting,
pledging, assigning, and confirming all and singular the rights, revenues, and other funds, moneys,
and securities pledged or assigned under the resolution, or intended so to be, or which the City may
become bound to pledge or assign.
;
J. The City is duly authorized under all applicable laws to create and issue the Bonds
and to adopt this resolution and to pledge the Pledged Revenues and other funds, moneys, and
securities purported to be pledged by this resolution in the manner and to the extent provided in this
resolution. The Pledged Revenues and other funds, moneys, and securities so pledged are and will
be free and clear of any pledge, lien, charge, or encumbrance thereon or with respect thereto prior to,
or of equal rank with, the pledge and assignment created by this resolution, and all corporate or other
action on the 'part of the City to that end has been and will be duly and validly taken. The Bonds and
the provisions of this resolution are and will be the valid and legally enforceable obligations of the
City in accordance with their tenns and the terms of this resolution. The City shall at all times, to the
extent pennitted by law, defend, preserve, and protect the pledge of the Pledged Revenues and the
other funds, moneys, and securities pledged under this resolution and all the rights of the
Bondholders under this resolution against all claims and demands of all persons whomsoever.
K. The City has, and will have so long as any Parity Bonds are outstanding, good right,
and lawful power to maintain and repair the Project and to collect fees and other charges related to
the Project.
L. The City shall do and perform or cause to be done and performed all acts and things
required to be done or performed by or on behalf of the City under the laws of the State of Alaska
and this resolution.
Section 16. ParitvBonds. In all events the City may issue Future Parity Bonds to finance,
design, acquire, construct and equip other facilities for hospital and long term care services in
Seward, Alaska. The City hereby covenants with the owners of each of the Parity Bonds for so long
as the same remain outstanding that it will not issue any bonds having a greater or equal lien on
Pledged Revenues to pay and secure the payment of the principal of and interest on such bonds than
the lien created thereon to pay and secure the payment of the principal of and interest on the Parity
Bonds except that the City reserves the right to issue Future Parity Bonds as follows:
A. For the purpose of acquiring, designing, constructing, equipping and installing
facilities for healthcare related services or additions, betterments and improvements to and
extensions of, acquiring necessary property and equipment for, or making necessary replacements or
repairs to the Project, for funding interest and reserves and for the purpose of refunding at or prior to
their redemption or maturity any outstanding revenue bonds or notes of the City that have a lien on
Pledged Revenues for the payment of the principal thereof and interest thereon junior and inferior to
the lien on Pledged Revenues for the payment of the principal of and interest on the Bonds and upon
compliance with the following conditions:
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(1) The City will covenant in each resolution authorizing the issuance of Future
Parity Bonds that it will pay into and maintain in the Reserve Subaccount the amounts
required by Section 13 of this resolution to be paid into and maintained in said Subaccount in
the event Future Parity Bonds are issued. The City also will covenant in each such resolution
that it will maintain and collect Net Revenues sufficient to meet the same requirements as are
contained in subsection A of Section 15 of this resolution;
(2) At the time of the issuance of such Future Parity Bonds the City shall have on file
a certificate from a Consulting Engineer showing that the "annual income available for
revenue bond debt service," as hereinafter set forth, shall be at least equal to 1.20 times the
maximum Annual Debt Service Requirement on all outstanding Parity Bonds and the Future
. Parity Bonds being issued.
Such" annual income available for revenue bond debt service" shall be determined by
adding the following:
(i) The historical Pledged Revenues for any 12 consecutive months out of
the 24 months immediately preceding the month of delivery of the Future Parity
Bonds being issued.
(ii) The estimated annual Pledged Revenues to be derived from the
operation of any additions or improvements to or extensions of the facilities under
construction but not completed at the time of such certificate and not being paid for
out of the proceeds of sale of such Future Parity Bonds being issued, and which
Pledged Revenues are not otherwise included in any of the sources of Pledged
Revenues described in this subsection (2).
(Hi) The estimated Pledged Revenues to be derived from the operation of
any additions and improvements to or extensions of the facilities being paid for out of
the proceeds of sale of such Future Parity Bonds being issued.
The computation of "annual income available for revenue bond debt service" shall be
adjusted to reflect the Net Revenues on the date of such certificate.
Notwithstanding the preceding provisions of this subparagraph (2), the certificate
referred to above shall not be required if one-half of Pledged Revenues, verified from certain
financial statements of the City, for a period of any consecutive two out of the three Fiscal
Years immediately preceding the issuance and delivery of such Future Parity Bonds, was
equal to at least 1.20 times the maximum Annual Debt Service required to be paid in any
Fiscal Year succeeding the date of issuance of such Future Parity Bonds on all outstanding
Parity Bonds and the Future Parity Bonds being issued.
Further, notwithstanding the preceding provisions of this subparagraph (2), Future
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Parity Bonds may be issued if the City shall have on file a certificate from a Consulting
Engineer stating that the Pledged Revenues for the next full Fiscal Year after the initial
operation of any additions or improvements to or extensions of the System being paid for out
of the proceeds of the Future Parity Bonds will be at least equal to 1.20 times the maximum
Annual Debt Service Requirement on all outstanding Parity Bonds and the Future Parity
Bonds being issued and that at the time of the issuance of such Future Parity Bonds there is
no deficiency in the Debt Service Subaccount or Reserve Subaccount.
"
B. For the purpose of refunding at or prior to their redemption or maturity any part or all
of the then outstanding Parity Bonds if the issuance of such refunding Future Parity Bonds does not
require a greater amount to be paid out of Pledged Revenues for principal and interest over the life of
such refunding Future Parity Bonds being refunded, and if the conditions required in subsections
(a)(I) and (a)(3) of this section are complied with.
Proceeds of Parity Bonds to be used to fund interest or reserves shall be deposited in the Debt
Service Subaccount or the Reserve Subaccount, as the case may be.
Section 17. Subordinate Lien Bonds. Nothing contained herein shall prevent the City from
issuing revenue bonds or notes which are a charge upon Pledged Revenues subordinate or inferior to
the payments required herein to be made therefrom into the Debt Service Subaccount and Reserve
Subaccount, or from issuing long term care facility revenue bonds to refund maturing bonds for the
payment of which moneys are not otherwise available.
Section 18. Covenants Regarding Arbitrage and Private Activity Bonds. The City hereby
covenants that it will not make any use of the proceeds of sale of the Bonds or any other funds of the
City which may be deemed to be proceeds of such Bonds pursuant to Section 148 of the Code which
will cause the Bonds to be Aarbitrage bonds@ within the meaning of said section and the regulations
applicable thereunder. The City will comply with the requirements of Section 148 of the Code (or
any successor provision thereof applicable to the Bonds) and the applicable regulations thereunder
throughout the term of the Bonds.
The City further covenants that it will not take any action or permit any action to be taken
that would cause the Bonds to constitute Aprivate activity bondS@ under Section 141 of the Code.
The City will take any action determined by the City, after consultation with its bond counsel, to be
legal and practicable and required to be taken by the City under future federal laws or regulations in
order to maintain the exemption of the interest on the Bonds from federal income taxation.
Section 19. Defeasance. In the event that money and/or Acquired Obligations maturing at
such time or times and bearing interest to be earned thereon in amounts sufficient to redeem and
retire any or all of the Bonds in accordance with their terms are set aside in a special trust account in
the Bond Account to effect such redemption or retirement and such money and the principal of and
interest on such obligations are irrevocably set aside and pledged for such purpose, then no further
payments need to be made into the Bond Account for the payment of the principal of and interest on
such Bonds, and such Bonds shall cease to be entitled to any lien, benefit or security of this
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resolution except the right to receive the funds so set aside and pledged, and such Bonds shall be
. deemed not to be outstanding hereunder or under any other resolution authorizing the issuance of
Future Parity Bonds.
Section 20. General Authorization to Municipal Officials. After the sale of the Bonds, the
proper officials of the City are hereby authorized and directed to do everything necessary to complete
such sale and to deliver the Bonds to the purchaser thereof upon payment of the purchase price
thereof.
Section 21. Amendatorv and Supplemental Resolutions.
A. The Council from time to time and at any time may pass a resolution or resolutions
supplemental hereof, which resolution or resolutions thereafter shall become a part of this resolution,
for anyone or more of the following purposes:
(1) To add to the covenants and agreements of the City contained in this
resolution, other covenants and agreements thereafter to be observed, or to surrender any
right or power herein reserved to or conferred upon the City.
(2) To make such provisions for the purpose of curing any ambiguities or of
curing, correcting or supplementing any defective provision contained in this resolution or in
regard to matters or questions arising under this resolution as the Council may deem
necessary or desirable and not inconsistent with this resolution and which shall not adversely
affect the interest of the owners of the Parity Bonds.
Any such supplemental resolution of the Council may be adopted without the consent
of the owner of any Parity Bonds at any time outstanding, notwithstanding any of the
provisions of subsection B of this section.
B. With the consent of the owners of not less than 60010 in aggregate principal amount of
the Parity Bonds at the time outstanding, the Council may pass a resolution or resolutions
supplemental hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this resolution or of any supplemental resolution; provided,
however, that no such supplemental resolution shall:
(1) Extend the fixed maturity of any of the Parity Bonds, or reduce the rate of
interest thereon, or reduce the amount or change the date of any sinking fund installment
requirement, or extend the time of payments of interest from their due date, or reduce the
amount of the principal thereof, or reduce any premium payable on the redemption thereof,
without the consent of the owner of each Parity Bond so affected; or
(2) Reduce the aforesaid petcentage of owners of Parity Bonds required to approve
any such supplemental resolution without the consent of the owners of all of the Parity Bonds
then outstanding; or
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(3) Remove the pledge and lien of this resolution on Pledged Revenues.
It shall not be necessary for the consent of the owners of Parity Bonds under this
subsection B to approve the particular form of any proposed supplemental resolution, but it
shall be sufficient if such consent shall approve the substance thereof.
.
C. Upon the passage of any supplemental resolution pursuant to the provisions of this
section, this resolution shall be deemed to be modified and amended in accordance therewith, and the
respective rights, duties and obligations of the City under this resolution and all owners of the Parity
Bonds outstanding hereunder shall thereafter be determined, exercised and enforced thereunder,
subject in all respects to such modification and amendment, and all the terms and conditions of any
such supplemental resolution shall be deemed to be part of the terms and conditions of this resolution
for any and all purposes.
D. Parity Bonds executed and delivered after the execution of any supplemental
resolution adopted pursuant to the provisions of this section may bear a notation as to any matter
provided for in such supplemental resolution, and ifsuch supplemental resolution shall so provide,
new Parity Bonds so modified as to conform, in the opinion of the Council, to any modification of
this resolution contained in any such supplemental resolution, may be prepared by the City and
delivered without cost to the owners of Parity Bonds then outstanding, upon surrender for
cancellation of such Parity Bonds in equal aggregate principal amounts.
Section 22. Disoosition of the Proceeds of Sale of the Bonds. The proceeds received from
the sale of the Bonds (exclusive of accrued interest which shall be paid into the Debt Service
Subaccount) shall be deposited into the fund of the City designated by the Finance Director and shall
be used to pay all costs allocable to the issuance of the Bonds and to undertake improvements
authorized by Section 3 of this resolution.
Section 23. Loan Agreement and Continuing Disclosure. The City Manager and Finance
Director are each authorized to enter into a Loan Agreement with the Alaska Municipal Bond Bank
Authority providing for and relating to the sale of the Bonds to the Alaska Municipal Bond Bank
Authority, and a Continuing Disclosure Certificate, and the City Manager and Finance Director are
each authorized to cause the same to be executed and delivered on behalf of the City.
Section 24. Severability. If anyone or more of the covenants or agreements provided in
this resolution to be performed on the part of the City shall be declared by any court of competent
jurisdiction to be contrary to law, then such covenant or covenants, agreement or agreements shall be
null and void and shall be deemed separable from the remaining covenants and agreements in this
resolution and shall in no way affect the validity of the other provisions of this resolution or of the
Bonds.
Section 25. Effective Date. This resolution shall become effective immediately provided
that no Parity Bonds shall be issued under this resolution until 30 days from the date hereof.
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PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this_
day of , 2006.
THE CITY OF SEWARD, ALASKA
Vanta Shafer, Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Jean Lewis, CMC
City Clerk
(City Seal)
.
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Council Agenda Statement
Agenda Item:
March 13, 2006
Clark Corbridge, City Manager {}J... 3-9 -0'
Kristin Erchinger, Finance Director ~
Long-Term Care Facility Revenue Bonds
..
Meeting Date:
Through:
From:
BACKGROUND & JUSTIFICATION
The City of Seward entered into an agreement with the Women's Division of Global Ministries of the United
Methodist Church effective April 9, 2003, to lease the existing Wesley Rehabilitation and Care Center, for the
purposes of co-locating the local hospital and long-term care facilities. The City of Seward entered into a
Management and Operating Agreement with Providence Health System Alaska, to operate the co-Iocated
Providence Seward Medical and Care Center, effective April 9, 2003, with the understanding that the City would
make every effort to expedite the replacement of the dilapidated long-term care facility, which had exceeded its
useful life.
The City was awarded a $1.6 million grant from the Denali Commission in September, 2004, to plan and design
the new long-term care facility. At this time, the project has completed the 35% schematic design phase. with site
work expected to start in May, 2006. Project completion is estimllted in October, 2007. The project will consist
of five buildings; four residential homes each providing ten private rooms with bathrooms, and one commons
building to house therapies, administrative offices, and building maintenance facilities.
The City of Seward has engaged the services of Anderson Cronen & Lahr Healthcare Consultants, LLC, and
Financial Consultants of Alaska, to perform the pro forma fmancial projections for the co-located facility
(including capital construction costs.) Preliminary analyses demonstrate the fmancial viability of the co-Iocated
entity, including its ability to cover the costs of annual debt service on the new facility. The City intends to issue
$27 million in Revenue Bonds to be repaid through revenues of the co-located entity, and since a substantial
portion of user fees come from Medicaid reimbursements, the revenue stream for repayment is considered stable.
A final pro forma analysis will be conducted for inclusion in the Bond Bank Application seeking financing for the
project.
The City of Seward has $5,075,000 in outstanding general obligation bond debt on the 1996 Hospital Bonds, as of
January I, 2006. These bonds were backed by the full faith and credit of the City, and were intended to be repaid
through a one percent sales tax implemented in 1982, which generates approximately $800,000 annually. The
current annual debt service payments on this bond range from $742,000 to $848,000 per year, with the bonds
maturing in April, 2013. Upon maturity of these bonds, it is possible that this revenue stream could be used to
offset healthcare facility costs, if necessary.
CONSISTENCY CHECKLIST
Where applicable, this agenda statement is consistent with the Seward City Code. Charter, Comprehensive
Plans, Land Use Plans, Strategic Plan and City Council Rules of Procedures.
.
Comprehensive Plan (2006): The Comprehensive Plan supports expanding health care capacity in the
community:
We value effective, accessible, and affordable healthcare (Health Care, VoL I)
Explore a new long-term care facility (Vol. I)
Strategic Plan (1999): The Strategic Plan supports maintaining and enhancing medical services (page 19).
Other:
+ .~
!.i \?t
Resolution 2006-
Long-Term Care Facility Revenue Bonds
Page Two
..
FISCAL NOTE
The City intends to issue $27 million in Revenue Bonds, with revenues from the co-located hospital and
long-term care facility supporting repayment of the debt service. Annual debt payments 0J1 the bonds are
estimllted to be between $1.8 and $2.1 million, depending on the final amortization period selected for
repaymenL
Approved by Finance: ~~
RECOMMENDATION .
City Council approve Resolution 2006-0l'a authorizing the City of Seward to issue Revenue Bonds in a
principal amount not to exceed $27,000,000. authorizing the execution of a loan agreement between the City
of Seward and the Alaska Municipal Bond Bank, authorizing the sale of such bonds, and providing for related
matters.
.
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City of Seward. Alaska
February 13, 2006
City Council Minutes
Volume 37, Page
>it
Call to order
The February 13, 2006, regular meeting of the Seward City Council was called to order at
7 :30 p.m. by Mayor Vanta Shafer.
Opening ceremony
Police Chief Tom Clemons led the pledge of allegiance to the flag.
I
Electric Dep
Corbridge's repo
Roll call
There were present:
Vanta Shafer presiding and
Willard Dunham
Steve Schafer
Bob Valdatta
comprising a quorum of the Council; and
Clark Corbridge, City
Jean Lewis, City Cler
Absent - None
ratulate for 41 years in business. Plant Manager Charles
edicating over 40 years of business to the City of Seward.
rt. lty Manager Clark Corbridge thanked the Public Works and
. g around the clock during the recent road closures and avalanches.
f:
.
~ A Ie om the U.S. environmental agency was received. It requested all water
sampling data from 2001 to present within 45 days from January 31, and a storm
water work plan from Seward Ships Drydock.
~ Seward crews had been generating the electricity recently while Chugach Electric
was down. Primrose and Victor Creek were still without power Sunday night and
power was restored as of5:45 pm today.
~ Architects Alaska was in town meeting with personnel on the Long-Term Care
Facility.
120
City of Seward. Alaska
February 13.2006
City Council Minutes
Volume 37. Page
Vice-
reiterated they sp
taking a $2 million
~ Harbor - The Corps of Engineers were proceeding with their project in the Harbor.
Float relocation was complete. It had been determined that deferred maintenance for
the harbor floats would be $6 million dollars, which would ultimately be requested
from the State from when they transferred ownership to the City.
~ PersoIUleI. Anew officer had been hired from Bethel. Marsha Vincent would be the
executive liaison for Boards and Commissions, and would be transitioning for the
next three months between two jobs.
~ Application for Referendum Petition. The application wa denied for two major
points. Both the Charter and city code state the petition for a resolution or
ordinance that passed, and the Alaska Supreme Co sly defined that
conveyance of land was an appropriation, and ap ere not subject to
referendum under the Alaska Constitution.
~ Hoben Park was eligible for the National Hist
Natural Resources.
~ The Racing Lions Racetrack should be
tifyirig of a few changes with
be going live on April 28, 2006
r age elections. Touch tone
per HA V A (Help America
ould be ready for the primary
. M anta Sharer stated the Department of
ectionaI officers. A VTEC was receiving
mgs. Mayor Shafer met with Senators and
-dock for the small boat harbor, Other topics
RS, the Jesse Lee Home, old generators, the state
~ects. yor Shafer spoke with Robin Taylor, and determined
erry schedule meetings. The City would keep working to
stated A VTEC had additional money in the Governor's budget. He
ry senator and representative about losing the Tustumena and Seward
't because of it.
In response to questions, Dunham said there would be no community dividend or revenue
sharing unless the municipalities helped with the PERS debt.
Other Reports, Announcements and Presentations.
Christy Miller presented a plaque from FEMA to the City of Seward for their
acceptance and entry into the National Flood Insurance Program Community rating system.
121
City of Seward. Alaska
February 13. 2006
City Council Minutes
Volume 37. Page
<
A Community awareness report of The Boys & Girls Club was presented by Debbie
Bond.
An update was given on Forest Acres/Japanese Creek Levee Road project by Bill
Nelson of engineering firm, William J. Nelson & Associates. The re-re-design of the project was
completed and the permitting phase was beginning.
Resolution 2006-1
Alaska to the Publ'
Bill 46.
City Council recessed at 9:00 p.m.
City council resumed at 9:10 p.Ol.
Citizens' comments on any subject except those items scheduled for
Approval of Agenda and Consent Agenda
Motion (LorenzlBardarson)
Motion to Amend (ThomaslDunham)
Motion to Amend Passed
Motion to Amend (SchaferNaldatta)
Resolution 2006-18 from the
co t agenda and place it on the regular
enda
Passed by Unanim
Unanimous
23, 2006 regular city council meeting minutes were approved.
ding the 2005 budget and appropriating $192,943 from the State of
ployees Retirement System on behalf of the City of Seward, per Senate
Resolution 2006-16. authorizing the city manager to pay dues owed to the Alaska Power
Association (formerly ARECA) for the year 2006 in the amount of ($17,152.00).
Public Hearings
.-.C-"
J.~k
Ciry of Seward, Alaska
February 13, 2006
Ciry Council Minutes
Volume 37, Page
Ordinances Requiring a Public Hearing
Ordinance 2006-01, amending the Seward City Code 12.01.010. Use oftimber piling, post or
piers prohibited. Notice of the public hearing being posted and published as required by law was
noted and the public hearing was opened. No one appeared to address the Council and the public
hearing was closed.
Motion (LorenzlBardarson)
Approve Ordinance
It was noted this code change was being implemented to bu'
Corbridge's understanding if the structures were adequately desi
anticipate any problems from structures built according to this
avilions. It was
neered, he didn't
Motion Passed
Unfinished Business - None
New Business
Resolutions
u hase a Volvo G990 Motor Grader
ceed $297,395 and appropriating
many different pUrposes throughout the year.
y in use and Corbridge thought it would be more
ended this particular grader as the replacement.
Approve Resolution 2006-17
o
contract, whic
budget.
PuB c Works department was using a recent State of Alaska awarding
by city code. Corbridge also affirmed this purchase was in the 2006
Schafer w different brand of grader and wanted this resolution postponed to give him
enough time to research better options. The parts availability was good With Cat and Schafer did not
think the Volvo was the best choice for the city.
Amendment (SchaferlLorenz)
Postpone until the February 27, 2006
meeting
Public Works Director W.C. Casey stated he had researched many types of graders. He
.. l" 3
.a..::.
City of Seward, Alaska
February 13, 2006
City Council Minutes
Volume 37. Page
.
had analyzed infonnation, discussed it with different equipment operators, priced the grader,
discussed it with the maintenance department, and there was an $80,000 difference in the price to go
from Volvo to Cat. The City had a Volvo that perfonned well.
Motion to Postpone Passed
Unanimous
Resolution 2006-18. authorizing additional payment in the amount of$3,125.63 to CMI for the
rental of an excavator.
Corbridge said this machine was put to extra use by the
department. The cost to retain the excavator for the extra time w
Motion (Dunham/Bardarson)
Schafer thought Afognak could have offered t
Motion Passed
r 2006 Revised Federal
an stated the government was going
d the other 50% in 2008, under the
din 2009 and the boat could be here as
. s vessel.
Approve Resolution 2006-19
Motion to
Amend Resolutiob 2006-19 by adding 53.3
million for the levee project under
"Infrastructure"
Unanimous Consent
Unanimous
Other New Business Items
Discussion ensued on establishing an alternate energy committee.
Council directed this item be sent to the Port and Commerce Advisory Board for research with
Electric Utility Manager Tim Barnum attending.
124
City of Seward. Alaska
February 13. 2006
City Council Minules
Volume 37. Page
Scheduling a work session on the Jesse Lee Leadership proposal was referred to the February
27~ 2006 regular city council meeting.
Informational items and reports
Infonnation on the "Community Express" Program from the Small Business Administration.
Infonnation on coal gasification.
Council Comments
g term plan for the seniors and children
council to look into the future and put the
e Boys and Girls Club could then go to the
Bardarson had met with the city manager and departme
and she thanked the electric and public works department fo el
closures and avalanches.
Schafer felt the Planning Department had t
her comments at the last meeting, she thought s e
Rasmussen foundation and stated they did not want the
council was changing their support, official action needed to
Thomas wanted reports kno
overly long.
Lorenz thought the
for the future. The buil
seniors in phase II of
same building as T
Dun
Jesse Lee
anythi
was up or
defense again
tax exemption on
in th 40 years, e council had passed enough resolutions to keep the
not he e Rasmussen Foundation that the council had ever said
e Je e Home. Dunham thought the idea of House Bill 347, which
ek, wrong. This bill would allow for proof on insurance as a
es of driving without a license. Dunham had an application for sales
s that would help seniors on fixed incomes and wanted it looked into.
Valdatta 10
ranks as a company.
e book from Seward Fisheries and respected how they came up through the
Mayor Shafer stated Ms. Lorenz' comment last week was an ugly rumor. She thought
council members needed to take care in repeating rumors. She enjoyed their trip to Juneau.
Citizens' Comments - None
of 4)' r;
.L-'"
Ciry of Seward, Alaska
February 13. 2006
Ciry Council Minutes
Volume 37. Page
~
Council and Administration Response to Citizens' Comments - None
Adjournment
(City Seal)
"
The meeting was adjourned at 10:03 p.m.
Jean Lewis
City Clerk
.. 'l"~
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24-LSII04\A
HOUSE BILL NO. 443
IN THE LEGISLATURE OF THE STATE OF ALASKA
TWENTY-FOURTH LEGISLATURE - SECOND SESSION
BY REPRESl!:NTA TIVE ELKINS BY REQUEST
Introduced: 2/13/06
Referred: Community and Regional Affairs, Labor and Commerce
A BILL
FOR AN ACT ENTITLED
1 "An Act relating to municipal taxation of tobacco products; and providing for an
2 effective date. "
3 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA:
4
5
6
7
8
9
10
11
12
13
14
* Section 1. AS 29.10.200 is amended by adding a new paragraph to read:
(64) AS 29.45.820 (taxation of tobacco products).
* Sec. 2. AS 29.45.650(a) is amended to read:
(a) Except as provided in AS 04.21.010(c), AS 29.45.750, 29.45.820. and in
(f), (h), (i), and (j) of this section, a borough may levy and collect a sales tax on sales,
rents, and on services provided in the borough. The sales tax may apply to any or all
of these sources. Notwithstanding other statutes, exemptions may be granted by
ordinance. A borough may wholly or partially exempt a source from a borough sales
tax that is taxed by a city in that borough under AS 29.45.700.
* Sec. 3. AS 29.45 is amended by adding a new section to read:
Sec. 29.45.820. Taxation of tobacco products. (a) A municipality may not
~
"
HB0443a
-I-
N_ Text Underlined {DELETED TEXT BRACKETED}
HB 443
.. ,-, 8
.A.':"
24-LSll04\A
1 impose taxes on tobacco products except a sales tax on or applicable to tobacco
2 products sales that was in effect before July 1, 2005. The amount of a sales tax on or
3 applicable to tobacco products may not exceed the amount in effect on June 30, 2005.
4 For purposes of this subsection, "tobacco products" has the meaning given in
5 AS 43.50.390.
6 (b) This section applies to home rule and general law municipalities.
7 * Sec. 4. Section 4, ch. 100, SLA 2002, as amended by sec. 9, ch. 117, SLA 2003, and by
8 sec. 2, ch. 30, SLA 2005, is repealed and reenacted to read:
9 Sec. 4. AS 29.45.650(a) is amended to read:
10 (a) Except as provided in AS 04.21.01O(c), AS 29.45.820 [AS 29.45.750,
11 29.45.820J, and in (t), (h), (i), and (j) of this section, a borough may levy and collect a
12 sales tax on sales, rents, and on services provided in the borough. The sales tax may
13 apply to any or all of these sources. Notwithstanding other statutes, exemptions may
14 be granted by ordinance. A borough may wholly or partially exempt a source from a
15 borough sales tax that is taxed by a city in that borough under AS 29.45.700.
16 * Sec. 5. This Act takes effect January 1,2007.
~
..
HB 443
-2-
New Text Underlined [DELETED TEXT BRACKETED]
HBO+Oa
1 '.-'(}
2/17/2006
PRELIM. Run Dale - 2/17106 @ 10:19 AM
Providence Hulth & Services
110. MGD. PROV SEWARD MED CTR
Balance ShHt (In T1loulIanda)
Reported _ of January 2001
.'
>,
10:19 AM
BAL_SHT
"
"
~.
{ <(
--
...
2/1712006 10:19 AM
Run Date - 2/17106@ 10:19 AM ProvIcIe_ Health & Servlcetl DET_OPS
110 - MOD . PROV SEWARD MED eTA
Detail StaNment of Ope...... (In Th-.ncle)
Reported .. of....18y 2001
% V8flance % Variance last Year % Variance
Aclual MTD Budget MTD MTD AcIuaI YTO Budget YTO YTO Actual YTO YTO
Gross Service ReYlHlues'
113 87 29.9% Acute Care-Inpatlent 113 87 29.9% 58 94.8%
280 329 (14.9%) Acute Care-Oulpauent 280 329 (14.9%) 269 4.1%
116 111 4.5% Primary Care 118 111 4.5% 126 (7.9%)
511 822 (17.8%) Long-term Care 511 622 (17.8%) 582 '(9.1%)
15 20 (25.0%) Homecare & HospIce 15 20 (25.0%) 10 50.0%
1,035 Housing & As8lst. UvIng .
1,189 (11.5%) Total Groes ServIce Rne_ 1,035 1,189 (11.5%1 1,025 1.0%
20 Revenue Oed"""""".
100.0% Charity Care 20 100.0% 6 100.0%
151 Medlcald Charity
169 10.7% Medicant & Medlcald 151 169 10.7% 126 (19.8%1
14 4 (250.0%) Negoliated ConlnIcls 14 4 (250.0%) 6 (133.3%)
23 32 28.1% Other 23 32 26.1% 16 /43.8%)
188 225 1U% Total OecIuctlons 188 225 1U% 154 /22.1%)
847 844 (10.3%) Net Service Revenu. 847 844 (10.3%1 871 (2.8%)
Premium RevenJe
~.. Rental and Education Revenue
(.13 9 12 /25.0%) Other Operating R_ue 9 12 125.0%) 13 /30,8%)
........ 858 .58 (18.5%) Total Net OperatIng Reven_ 858 .58 (10.5%) 884 /3.2%)
Exoenses limn 00endkJn..
Purdlued and Heelthcare EJcpen_
Other EYnAnSM from OoAr.tIonA- 530 5.3% 463 (8.4%)
502 530 5.3% Salaries & Wages 502
124 138 10.1% Employee Beneftts 124 138 10.1% 133 6.8%
1 PIofessIon8I Fees 1 1
41 53 22.6% SUpplies 41 53 22.6% 51 19.6%
134 170 21.2% Purchased ServIce 134 170 21.2% 150 10.7%
Oepreclallori
Interest and AmortIzatIon 82.5% 40 47.5%
21 56 62.5% Bad Debts 21 58
Healthcare Taxes 37 35.1%
24 35 31.4% Other Expe_ . 24 35 31.4%
847 182 13.7% Total Other Exp fnlm 0penII_ 847 .82 13.7% 875 3.2%
847 .82 13.7% Total OpendIng ExpenHa 847 182 13.7% 875 3.2%
. (28) 1304.1% OperatIng -- (Lou) . (28) 1304.1% . 0.0%
Non-Operaang Gain (Lou) 1
. (26) 134.1% Net Income (L_) . (2111 134.11% 10 (10.0%)
Other AclIvIty-U", IIlIIricted
1