HomeMy WebLinkAbout03282006 City Council Packet
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William H. Seward
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March 28,2006
City Council Chambers
Beginning at 7:30 p.m.
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The City of Seward, Alaska
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Mareh28, 2006
Vanta Shafer
Mayor
Term Expires 2007
Willard E, DUDham
Vice Mayor
Term Expires 2006
Robert Valdatta
Council Member
Term Expires 2007
Robert Thomas
Council Member
Term Expires 2007
Steve Schafer
Council Member
Term Expires 2007
Dorene M. Lorenz
Council Member
Term Expires 2006
Jean Bardarson
Council Member
Term Expires 2006
Clark Corbridge
City Manager
Jean Lewis
City Clerk
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Brad Meyen
Cheryl Brooking
City Attorney
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City Co-uncil Meeting.
7:30 p.m.
Council Chambers
1.
2.
3.
4.
Call to order
Pledge of allegiance
Roll call
Special orders, presentations and reports
A Proclamations and Awards
I. Farewell and Certificate of Appreciation awarded to
former Mayor 8tu Clark for his involvement and
support of the City of Seward. ................. .Pg. 4
2. Goldpan awarded. to Carol Griswold for. her
excellent nine years of service in the Planning &
Zoning Commission.
B.
C.
D.
E.
Borough Assembly Report
City Manager's Report
Chamber of Commerce Report
Other Reports, Announcements and Presentations
1. Port and Commerce Advisory Board applicant
Bruce Martin. ...................................... .Pg. 5
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 timefor this
agenda item.]
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]
City of Seward, Alaska
March 28, 2006
Council Agenda
Page 1
7.
Public Hearings -
A. Ordinances for Public hearing and Enactment
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1. Ordinance 2006-02. Amending Seward City Code Section 2.30.31 0 -2.30.330, Changing
The Number Of Members On The Port And Commerce Adyisory Board From Nine To Seven, And
Establishing A Quorum Of Four Members. ........................................................... ...Pg. 6
B. Resolutions requiring a public hearing
, 1. Resolution 2006-29. entering into an operating agreement with Iron Mountain Shooting
Club and a lease with the Kenai Peninsula Borough regarding the land parcel described as SWl/4
NEl/4 NEl/4 and the S l/2NWl/4, NEl/4 Section 28, TIN, Rl W, S.M., Seward Recording District,
Third Judicial District, State of Alaska. ........................................................... .Pg. 10
2. Resolution 2006-30. recommending Kenai Peninsula Borough approval of the Fourth of
July Creek Subdivision Number 3, Roberts Replat. ............................................... ..Pg. 32
3. Resolution 2006-31. authorizing the sale to Carol Roberts of a portion of Tract H,
Fourth of July Creek Subdivision Number 2 consisting of approximately 5.3 72 acres. ..... .Pg. 52
4. Resolution 2006-32. authorizing the lease ofland to the Seward Racing Lions Club of
the real property described as 14534028, Block 5 Fourth Of July Creek Sub. Seward Marine
Industrial Center; 14534044, Fourth Of July Creek Sub. Seward Marine Industrial Center Sub.
Unsubdivided Remainder Of Block 6; 14534042 Fourth Of July Creek Sub. Seward Marine
Industrial Center Addn. No.1 Lot 2 Block 6; 14534043 Fourth OfJuly Creek Sub. Seward Marine
Industrial Center Addn. No. 1 Lot 3 Block 6; And 14534029 Fourth Of July Creek Sub. Seward
Marine Industrial Center Lot 1 Block 6. ........ ... ......... ............ ........... ................ ...Pg. 65
8. Unfinished business - None
9. New business
A. Ordinances for Introduction
*1. Ordinance 2006-03. amending the Seward City Code to address the safety issues of
discharging weapons in the city limits. . .............................................. ...... .Pg.I02
B. Resolutions
* 1. Resolution 2006-33. determining that it is in the public interest to waive the normal bid
process per Seward City Code 6.10.130 and authorize the City Manager to enter into a lease
agreement with Xerox for the pmpose of leasing a public use copier in the Seward
Community Library. .......................................................................... ...Pg. 106
*2. Resolution 2006-34. approving an assignment of the agreement by and between the City
of Seward and Qutekcak Native Tribe for operating and maintaining the Seward Mariculture
Research Center and Shellfish Hatchery to Chugach Regional Resources Commission.
.................... ..... .... .................................... .................................... .Pg.116
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City of Seward, Alaska
March 28, 2006
Council Agenda
Page 2
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*3. Resolution 2006-35. in support of the Prince William Sound Regional Citizens'
Advisory Council compiling an oral history of the Exxon Valdez Oil Spill. ........ .Pg. 127
4. Resolution 2006-36. amending the city parking fees schedule for city-owned parking lots
as listed in attaclnnentA .......................... ...... .................................... ...Pg.136
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5. Resolution 2006-37. approving the site selection-location for the electric department
office and shop and authorizing the city manager to approve site selection, pursue design
planS, and funding sources for the construction of an electric department office and shop on
Lot 6A-l, Fort Raymond Subdivision ReplatNo. 2. .......... ............................ .Pg.140
A. Other New Business Items
* 1. Appoint Bruce Martin to fill the last vacancy on the Port and Commerce Advisory Board
(pACAB) with a term to expire 2009.
*2. Approve the February 27, and March 13, 2006 regular city council meeting minutes.
. . .. . .. . .. . .. . .. . .. . .. . .. . .. . .. ... .. . . .. . .. . .. . .. . .. . .. . .. . . .. .. . .. ... . .. . ..... ................................Pg. 146
3. Schedule a work session with the Alaska Sealife Center after April 4th for the pwposes to
discuss the tidelands lease request.
4. Schedule a work session on the prioritization of the city manager spreadsheet of projects.
5. Discussion of the city council's 2006 travel budget and plans.
6. Discussion and direction given on whether to continue funding the WON
station.. .... .......... ..........~....................................................... ................... ........ .....Pg. 160
10. Informational items and reports (No action required)
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 strategies for the negotiation of a quarry
rock sales contract, in accordance with Seward City Code 2.1 0.030(B)4, and
give direction to the city manager.
B 00 into Executive Session to discuss matters, the knowledge of which would
clearly have an adverse impact on the finances of the city, in accordance with
Seward City Code 2.10.030 (B)I, and give direction to the city manager.
15. Adjournment
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City of Seward, Alaska
March 28, 2006
Council Agenda
Page 3
CITY OF SEWARD
CERTIFICATE OF -ApPRECIATION
AWARDED To:
STU CLARK
THE COUNCIL THANKS YOU FOR YOUR HARD WORK, DEDICATION,
AND FRIENDSHIP TO THE CITY OF SEWARD. WE APPRECIATE YOUR
SERVING ON THE PLANNING AND ZONING COMMISSION, RAILROAD
DEPOT BOARD, AD-HOC LEGISLATIVE COMMITTEE, PLANNING
COMMISSION LIAISON, SEWARD NATIONAL SCENIC BYWAY COMMITTEE,
MARY LOWELL CENTER COMMITTEE, CENTENNIAL COMMITTEE, ALL- _
AMERICAN AWARD COMMITTEE, ACTING AS AN AMBASSADOR TO JAPAN,
SERVING AS A SILVER SALMON DERBY STATISTICIAN, CITY
COUNCILMEMBER, VICE MAYOR AND MAYOR.
THE SEWARD CITY COUNCIL WISHES YOU AND YOUR WIFE MUCH LUCK
ON YOUR NEW ENDEAVORS!
AWARDED ON MARCH 28, 2006
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VANTA SHAFER, MAYOR
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RECEIVED
FEB 1 5 Z006
. CITY OF SEWARD, ALASKA OF~~EC~~J~E
APPLICATION FOR THE PORT & COMMERCE ADVIS8RY BOARD
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NAME:
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M t:Y; -Ce;<'
STREET ADDRESS:
I ~?q Z. f>rvMc Rd
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Clcr&b 7'
MAILING ADDRESS:
HOME PHONE:
2Zo/~ >"970 BUSINESSPHONE: Z 2V -7? 7 yo
2.Z~ - 7? 75
FAX NUMBER:
HOW LONG IN THE SEWARD AREA: .,. ~P'5
PRESENTLY EMPLOYED AS: . ,c/~i10)': 15""Y~$
c; ~~f (" de<7A1''''~
List any special training, education or background you have which may help you as a member of
the Board: 10 r/~ -r ,... t:"o......,..~_ r 't;..,~
Have you ever been involved in port operations? If so, briefly descnbe you involvement: No
If so, where and when?
Are you available for meetings at noon (second Wednesday of each month)? lj't! 5
If appointed, are you willing to travel occasionally?
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Signature
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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
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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
ESTABLISHING 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;
m _~_~_~~..~ ~ .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:
Stril(eeat = 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 Bille seven ..
residents of the City of Seward or surrounding areas, and who shall be appointed by the
council. Ifthere 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:
Strikeallt = 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) -F-W&-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, ~ 4, 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
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Vanta Shafer, Mayor
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Agenda Statement
Meeting Date: March 13,2006
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Ma"". City Council M
Jean Lewis, City Cler~
Agenda Item: Reducing the number of board members and adjusting the
quorum for the Port and Commerce Advisory Board.
BACKGROUND & mSTIFICATION:
To:
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 will lower 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 vacancywiII 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.
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: None for this particular change. t \(t.c.t:
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Approved by Finance Department: t 0.; ~"" .
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RECOMMENDA nON: Introduce and enact this Ordinance 2006-02. to reduce the members on the
Port and Commerce Advisory Board from 9 to 7, and adjusting the number needed for a quorum to 4.
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CITY OF SEWARD, ALASKA
PORT AND COMMERCE ADVISORY BOARD
RESOLUTION NO. 2006-01
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A RESOLUTION OF THE CITY OF SEWARD, ALASKA PORT AND COMMERCE
ADVISORY BOARD, RECOMMENDING CITY COUNCIL 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 f1l'S1: and
foremost concepts held by the Port and Commerce Advisory Board; and,
WHEREAS, P ACAB 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 P ACAB' s advisory role has evolved beyond matters pertaining only to the port of Seward to
more general economic development projec1s;
NOW, THEREFORE, BE IT RESOLVED AND RECOMMENDED BY
THE PORT AND COMMERCE ADVISORY BOARD OF THE CITY OF SEWARD,
ALASKA, THAT:
Section I. The City Council of the City of Seward, Alaska, amend Chapter 2.30,
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.
P ASSEt> AND APPROVED by the City of Seward, Alaska, Port and Commerce
Advisory Board this I Sf day of March 2006.
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Ayes: Van Buskirk, Wbitman, Waliezer,
Hettinger and Long
Noes: None
Absent: Altermatt
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Sponsored by: Corbridge
CITY OF SEWARD, ALASKA
RESOLUTION 2006-29
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA,
ENTERING INTO AN OPERATING AGREEMENT WITH IRON MOUNTAIN
SHOOTING CLUB AND A LEASE WITH THE KENAI PENINSULA BOROUGH
REGARDING THE LAND PARCEL DESCRIBED AS SW1I4NE1I4NE1/4 AND THE
S1I2NW1I4NE1I4 Section 28, TlN, R1W, S.M., SEWARD RECORDING DISTRICT,
THIRD JUDICIAL DISTRICT, STATE OF ALASKA
WHEREAS, the Kenai Peninsula Borough has offered the City of Seward the opportunity to
lease a portion ofland for a shooting range; and
WHEREAS, the Iron Mountain Shooting Club has been operating the shooting range in a
prior Operations Agreement with the American Legions; and
WHEREAS, the American Legions has decided to terminate its lease with the Kenai
Peninsula Borough; and
WHEREAS, the Kenai Peninsula Borough has offered the lease to the City of Seward; and
WHEREAS, the Iron Mountain Shooting Club has maintained a desire to provide the
professional services needed to operate the shooting range on the leased property at no cost to the
City; and
WHEREAS, the Iron Mountain Shooting Club is in the process of being formed as a legal
entity in Alaska; and
WHEREAS, the City recognizes that the shooting range fulfills a service in the community;
and
WHEREAS, the City would like to lease the property for the purpose of a shooting range to
be operated by the Iron Mountain Shooting Club.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, that:
Section 1. The recitals are incorporated herein as City Council findings by this reference.
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Section 2. It is in the public interest to enter into a Real Property Lease agreement with the
Kenai Peninsula Borough ("Lease") and Shooting Range Operating Agreement & Development Plan
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CITY OF SEWARD, ALASKA
RESOLUTION 2006-29
with the Iron Mountain Shooting Club ("Operating Agreement"), each in substantially the fonn as
presented at this meeting.
Section 3. The City Manager is authorized to make such changes or corrections as needed to
finalize the lease and operating transactions contemplated herein without changing the essential
tenns and conditions and is authorized to execute the Lease, the Operating Agreement, and any
related documents as needed to complete this transaction.
Section 4. This resolution shall take effect thirty days after the date of passage and posting,
provided that no agreements authorized herein shall be effective until the Iron Mountain Shooting
Club is created as a legal entity in Alaska.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 28th
day of March, 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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Through:
Council Agenda Statement
Mmch 28, 2006 ..
Clark Corbridse, City _ (J.}L ],-17 -(J ~ W
Meeting Date:
Entering into an operating agreement with the Iron
Mountain Shooting Club and a lease with the Kenai Peninsula Borough
regarding the land parcel described as SW1I4NE1I4NE1I4 AND THE
SI/2NWl/4NEl/4 Section 28, TIN, Rl W, S.M., SEWARD
RECORDING DISTRICT, TlDRD JUDICIAL DISTRICT, STATE OF
ALASKA
Agenda Item:
BACKGROUND & JUSTIFICATION:
The Kenai Peninsula Borough has offered the City of Seward the opportunity to lease a portion of
land for a shooting range. The Iron Mountain Shooting Club has been operating the shooting range
in a prior Operations Agreement with the American Legions. The American Legions has decided to
terminate the lease with the Kenai Peninsula Borough. The Kenai peninsula Borough has offered the
lease to the City of Seward. The Iron Mountain Shooting Club has maintained a desire to operate the
shooting range on the leased property. The City recognizes that the shooting range fulfills a service
to the community. The City would like to lease the property for the purpose of a shooting range to
be operated by the Iron Mountain Shooting Club.
The Iron Mountain Shooting Club is the process of being formed as a legal entity no agreement will
be entered into unless or until such an entity is created.
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.
FISCAL NOTE:
This Lease is for a term of approximately 20 years commencing April 27 , 2006 and terminating
March 31, 2026 unless sooner terminated. The annual lease rental for the term of this Lease is
$1.00.
Approved by Finance Department ~~
RECOMMENDATION:
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Council approve Resolution 2006-ii authorizing the City Manager to enter into an operating
agreement with the Iron Mountain Shooting Club and a lease with the Kenai Peninsula Borough
regarding the land parcel described as SW1I4NE1I4NEl/4 AND THE S1I2NWl/4NE1I4
Section 28, TIN, Rl W, S.M., SEWARD RECORDING DISTRICT, TlDRD JUDICIAL
DlS1RICT, STATE OF ALASKA.
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SHOOTING RANGE
OPERATING AGREEMENT & DEVELOPMENT PLAN
This Shooting Range Operating Agreement & Development Plan ("Agreement") is made
and entered into this _ day of . 2006 by and between the City of Seward, Alaska a
municipal corporation located within the Kenai Peninsula Borough and organized under the laws
State of Alaska ("City") and Iron Mountain Shooting Club, a authorized to do business in
Alaska, whose address is ("Operator").
WITNESSETH
WHEREAS, the City wishes to enter into an agreement with an independent contractor to
provide operator services for an outdoor shooting range facility at the Seward Solid Waste
Facility grounds; and
WHEREAS, the Operator represents that it has qualifications sufficient to operate and
manage an outdoor shooting range facility;
NOW THEREFORE, in consideration of the mutual promises and covenants contained in
this agreement, the parties agree as follows: .
1.0 DEFINITIONS.
1.1 "Agreement" shall mean this Shooting Range Operating Agreement and
Development Plan.
1.2 "Borough" shall mean the Kenai Peninsula Borough, Alaska
1.3 "City" shall mean the City of Seward, Alaska.
1.4 "Contracting Officer" shall mean the City of Seward City Manager and include
any successor or authorized representative.
1.5 "Environmental Law" shall mean any and all local, state and federal ordinances,
statutes, and regulations, as now in force or as may be amended from time to time,
relating to the protection of human health and the environment, as well as any
judgments, orders, injunctions, awards, decrees, covenants, conditions, or other
restrictions or standards relating to same. Environmental Laws include, by way of
example and not as a limitation of the generality of the foregoing, the Resource
Conservation and Recovery Act of 1976, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, the Clean Water Act, and the
Superfund Amendments and Reauthorization Act of 1986.
SHOOTING RANGE
OPERATING AGREEMENT & DEVELOPMENT PLAN
APRIL 2006
-PAGE 1 OF 8-
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1.6 "Facility" shall mean the outdoor shooting range on the Property.
1.7 "Hazardous Material" shall mean any substance which is.toxic, ignitable, reactive,
or corrosive or which is regulated by any Environmental Law. Hazardous
Material includes any and all material or substances which are defmed as
"hazardous waste," "extremely hazardous waste" or a "hazardous substance"
under any Environmental Law. HazardoUs Material includes, without limitation, .
petroleum, including crude oil or any fraction thereof, petroleum soaked
absorbent material and other petroleum wastes.
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1.8 "Lease" shall mean the Real Property Lease dated between the Kenai
Peninsula Borough, as landlord, and the City of Seward as lessee covering the
Property.
1.9 "Operations" shall mean the operation and management of the Facility.
1.10 "Property" shall mean the real property described in Section 2 of this Agreement.
2.0 DESCRIPTION OF THE PROPERTY. The Property which is the subject of this
Agreement is more particularly described as:
SWl/4NEl/4NEl/4 and the Sl/2NWl/4NEl/4 Section 28, TIN, RIW, S.M.,
Seward Recording District, Third Judicial District, State of Alaska.
3.0 TERM. The term of this Agreement shall commence on , 2006 and end on
, [one day less than 5 years] 2011 and shall continue from year to year unless earlier
terminated or extended as provided in this Agreement.
4.0 CONSIDERATION. In consideration for providing the operational services described
in this Agreement, the Operator shall be permitted to use the facility for its members.
5.0 OPERATIONS. The Operator shall manage and operate the Facility in accordance with
the Lease and this Agreement, and shall be fully responsible for all Operations including:
5.1 Operate, manage and administer the Facility on the Property in accordance with
the Lease. The Operator will have a certified range master on the Property during
Operation.
5.2 Operations will be in accordance with National Rifle Association ("NRA")
standards and guidelines and the best management practices for lead in outdoor
shooting ranges established by the Environmental protection Agency in document
EPA-902-B-OI-OOl, each as amended from time to time.
5.3 The Operator expressly assumes all responsibility, risk and liability of the City as
described in the Lease.
SHOOTING RANGE
OPERATING AGREEMENT & DEVELOPMENT pLAN
APRIL 2006
-PAGE20F 8-
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5.4 No alcohol is permitted on the Property, and the Operator will not allow anyone
on the Property who is under the influence of alcohol.
5.5 Operator shall maintain the berms and fencing on the Property and shall keep the
fence locked unless a certified range master is present. The value of these
improvements is estimated by the Operator to be approximately $_.
5.6 Notwithstanding any other requirements, Seward police officers may use the
Property for training at all reasonable times.
6.0 COMPLIANCE WITH LAWS. The Operator shall be familiar with and at all times
comply with and observe all applicable federal, state and local laws, ordinances, rules,
regulations, and executive order, all applicable safety orders, all orders or decrees of
administrative agencies, courts, or other legally constituted authorities having jurisdiction or
authority over the Operator, the City, or the Services which may be in effect now or during
performance of the Services. The Operator shall indemnify and save harmless the City and all its
officers, agents, and employees against any claim or liability from or based upon the violation of
any such law, ordinance, rule, regulation, order, or decree whether such violation be the result of
conduct by the Operator, its agents, invitees or employees.
7.0 INDEMNIFICATION AND INSURANCE.
7.1 Indemnification and Hold Harmless. The Operator shall indemnify, defend, save
and hold the Borough, and the City, their elected and appointed officers, agents
and employees, harmless from any and all claims, demands, suits, or liability of
any nature, kind or character including costs, expenses, and attorneys fees
resuitingfrom the Operator's performance or failure to perform in accord with the
terms of this Agreement in any way whatsoever. The Operator shall be
responsible under this clause for any and all claims of any character resulting
from the Operator or the Operator's officers, agents, and employee's performance
or failures to perform this Agreement in any way whatsoever. This defense and
indemnification responsibility includes claims alleging acts or omissions by the
Borough, the City or their agents, which are said to have contributed to the losses,
failure, violations, or damage. However, the Operator shall not be responsible for
any damages or claims arising from the sole negligence or willful misconduct of
the Borough, the City their agents, or employees.
7.2 Liabilitv Insurance. The Operator shall purchase at its own expense and maintain
in force at all times during the term of this Agreement Comprehensive General
Liability Insurance, which shall include bodily injury, personal injury, and
property damage with respect to the Property and the activities conducted by the
Operator in which the coverage shall not be less than $1,000,000 per occurrence.
The policy purchased shall name the Operator as the insured and the City and the
Borough as additional insured, and shall also require the insurer to provide the
City and the Borough with thirty (30) days or more advances written notice of any
pending cancellation or change in coverage.
SHOOTING RANGE
OPERATING AGREEMENT & DEVELOPMENT PLAN
APRll.. 2006
-PAGE 3 OF 8-
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7.3 proof of Insurance. At the time of executing this Agreement, and at the time of
each renewal of insurance, the Operator_ shall deliver to the City and to the
Borough Planning Director certificates of insurance meeting the above criteria.
7.4 Deductibles. Any deductibles or exclusions in coverage will be assumed by the
Operator, for account of, and at the sole risk of the Operator.
7.5 Revisions. The minimum amounts and types of insurance provided by the
Operator shall be subject to revision at the City's request in order to provide
continuously throughout the term of this Agreement a level of protection
consistent with good business practice and accepted standards of the industry.
8.0 ENVIRONMENTAL CONCERNS.
8.1 Condition of Site. Operator has operated a shooting range facility on the Property
for years and had full opportunity to examine the Property for the presence of any
Hazardous Material and accepts the Property in "as is" condition.
8.2 Release of City. Any other provision of this Agreement to the contrary notwith-
standing, Operator releases City from any and all claims, demands, penalties,
fmes, judgments, liabilities, settlements, damages, costs or expenses (including,
without limitation, attorney's fees, court costs, litigation expenses, and consultant
and expert feeS) arising prior to, during, or after the term of this Agreement, and
resulting from the use, keeping, storage or disposal of Hazardous Material on the
Property by Operator, or arising.. out of or resulting from Operations at the
Property under this Agreement or any prior use of the Property by Operator or
Operator's assignees .or Pn:dece~rs in interest, except for those claims arising
out of the City's sole negligence or intentional misconduct. This release includes,
without .~tation, any and all costs incurred due to any investigation of the
Property or any cleanup, removal or restoration mandated by a federal, state or
local agency or political subdivision or by law or regulation.
8.3 Use of Hazardous Materials on the Site. In addition to the terms of the Lease,
Operator agrees to comply with the following:
i. Operator shall not cause or permit any Hazardous Material to be brought
upon, kept or used in or about the Property except for such Hazardous Material as
is necessary to conduct Operations.
ii. Any Hazardous Material permitted on the Property as provided in this
paragraph, and all containers therefore, shall be used, kept, stored and disposed of
in a manner that complies with all Environmental Laws or other laws or
regulations applicable to such Hazardous Material. In addition, Operator shall
SHOOTING RANGE
OPERATING AGREEMENT &; DEVELOPMENT PLAN
APRIL 2006
.PAGE4OFt~
, ..."
comply with EPA-902-B-OI-OOI as it now exists and may be amended from time
to time.
111. Operator shall not discharge, leak. or emit, or permit to be discharged,
leaked or emitted, any material into the atmosphere, ground, ground water, sewer
system or any body of water, if such material (as reasonably determined by the
City, or any governmental authority) does or may, pollute or contaminate the
same, or may adversely affect the (a) health, welfare or safety of persons, whether
located on the Property or elsewhere; or (b) condition, use or enjoyment of the
Property or any other area or personal property.
iv. Operator hereby agrees that it shall be fully liable for all costs and expenses
related to the use, storage and disposal of Hazardous Material kept or brought on
the Property, and Operator shall give immediate notice to City of any violation or
potential violation of the provisions of this paragraph.
8.4 Indemnification of City. Any other pf()vision of this Agreement to the contrary
notwithstanding, Operator shall defend, indemnify and hold City harmless from
and against any claims, demands, penalties, fines, judgments, liabilities,
settlements, damages, costs or expenses (including, without limitation, attorney,
consultant and expert fees, court costs and litigation expenses) of whatever kind
or nature, known or unknown, contingent or otherwise, arising out of or in any
way related to:
i. The presence, disposal, release or threatened release of any such
Hazardous Material which is on or from the Property, soil, water, ground water,
vegetation, buildings, personal property, persons, animals or otherwise;
ii. Any personal injury (including wrongful death) or property damage (real
or personal) arising out of or related to such Hazardous Material or any use of the
Property;
111. Any lawsuit brought or threatened, settlement reached or government
order relating to such Hazardous Material or any use of the Property; and/or
.
iv. Any violation of any laws applicable thereto; provided, however, that this
section shall apply only if the acts giving rise to the claims, demands, penalties,
fmes, judgments, liabilities, settlements, damages, costs or expenses (1) occur
during the term of this Agreement; (2) arise in whole or in part from the use of,
operations on, or activities on the Property by Operator or Operator's employees,
agents, invitees, authorized representatives, or any other persons; or (3) occurred
during the term of any prior use of any portion of the Property previously used by
Operator, its assignees, affiliates, or predecessors in interest. The provisions of
this section shall be in addition to any other obligations and liabilities Operator
may have to City at law or equity and shall survive and shall survive the
termination of this Agreement
SHOOTING RANOE
OPERATING AGREEMENT &: DEVEWPMENT PLAN
APRIL 2006
.PAGE S OF 8.
11
8.5 Facility OPemtor. For all purposes, Opemtor shall be deemed the opemtor of
n Facility.
9.0 PERMITS AND REPORTING.
9.1 Permits Reauired bv Other Governmental Agencies. Opemtor shall obtain all
permits or approvals required by any applicable law or regulation. Copies of all
such permits shall be provided to City prior to Opemtor commencing work under
this Agreement. Opemtor shall promptly make all reports to any federal, state or
local government or agency required by any permit or Environmental Law,
including reports of any spill or discharge of Hazardous Material. The City,
through the City Manager, may order Opemtor to immediately cease any
operations or activities on the Property if the same is being carried out without
necessary permits. in violation of the terms of any permit or Environmental Law,
or contrary to this Agreement.
9.2 Correspondence With and Reports to Environmental Agencies. Opemtor shall
immediately provide City with copies of all correspondence and notices,
including copies, of all reports between the Operator and any state, federal or
local government or agency regulating Hazardous Material which relates to
Opemtor's opemtions on or use of the Land.
10.0 GOVERNING LAW. This Agreement will be governed by, construed, and enforced in
accordance with the laws of Alaska.
11.0 NONW AlYER. No failure of the City or Contmctor to insist upon the strict
performance by the other of any of the terms of this Agreement or to exercise any right or
remedy conferred under this Agreement 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.
12.0 SAFETY/PERFORMANCE. The Operator shall perform all Operations in a safe and
worker like manner. The Operator shall comply with all federal and state statutes,
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.
13.0 SUSPENSION OR TERMINATION.
13.1 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.
.
13.2 Convenience Suspension or Termination. The parties acknowledge that this
Agreement is subject to the Lease and shall terminate immediately upon
SHOOTING RANGE
OPERATING AGREEMENT & DEVELOPMENT PLAN
APRll.. 2006
-PAGE 6 OF &-
18
termination of the Lease. In addition, the City may at any time terminate or
suspend this Agreement for any reason including its own needs or convenience.
14.0 EOUAL EMPLOYMENT OPPOR111NITY. The Operator shall not discriminate
against any employee or applicant for employment because of race, religion, color,
national origin, or because of age, physical handicap, sex, marital status, pregnancy, or
parenthood when the reasonable demands of the position do not require distinction on the
basis of age, physical handicap, sex, marital status, changes in marital status, pregnancy,
or parenthood. The Operator shall take affmnative action required by the law to ensure
that applicants are employed and that employees are treated during employment without
regard to their race, color, religion, national origin, ancestry, age, or marital status.
15.0 NO ASSIGNMENT OR DELEGATION. The parties acknowledge that the Operator
was selected based on particular demonstrated experience in operating the Facility. The
Operator may not assign or delegate this Agreement, or any part of it.
16.0 INDEPENDENT CONTRACTOR. The Operator shall be an independent contractor in
the performance of work under this Agreement, and shall not be an employee or agent of
the City.
17.0 PAYMENT OF TAXES. As a condition of performance of this Agreement, Operator
shall pay all applicable federal, state and local taxes incurred by the Operator in the
performance of this Agreement.
18.0 PRECEDENCE AND DMSmILITY. This Agreement, the Lease and any resolutions
adopted in relation thereto, contain the entire agreement between the parties as to the
Operations to be performed by the Operator. If any term, condition, or provision of this
Agreement is declared void or unenforceable, or limited in its application or effect, such
event shall not affect any other provisions hereof and all other provisions shall remain
fully enforceable.
19.0 TIMELINESS OF PERFORMANCE. The Operator shall perform all Operations in a
timely fashion.
20.0 CLAIMS AND DISPUTES. All claims and disputes under this Agreement, if not
otherwise resolved by the parties, shall be filed in the Superior Court for the State of
Alaska in Anchorage.
21.0 NOTICES. Any notices, bills, invoices, or reports required by the Agreement shall be
sufficient if they shall be sent by the parties in the United States mail, postage paid, to the
address noted below:
SHOOTING RANGE
OPERATING AGREEMENT Ik. DEVELOPMENT PLAN
APRIL 2006
.PAGE 7 OF 8-
'1.~
City of Seward
P.O. Box 167
Seward, Alaska 99664
Iron Mountain Shooting Club
IN WITNESS WHEREOF, the parties have executed this Agreement.
CITY OF SEWARD
IRON MOUNTAIN SHOOTING CLUB
.
Clark Corbridge
City Manager
By:
Its:
Dated:
Dated:
ATTEST:
Jean Lewis, CMC, City Clerk
Dated:
(City Seal)
SHOOTING RANGE
OPERATING AGREEMENT &: DEVELOPMENT PLAN
APRIL 2006
-PAGE 8 OF 11-
'"' 11
DRAFT KPBL# 06-0604-00
KENAI PENINSULA BOROUGH
---REAl,-PROPERTY LEASEn
This LEASE (hereinafter "LEASE"), for good and valuable consideration, and pursuant to
Ordinance , enacted , is made and entered into by and between the KENAI
PENINSULA BOROUGH, an Alaska municipal corporation whose address is 144 North
Binkley Street, Soldotna, Alaska 99669, (hereinafter called "KPB"), and the City of Seward, an
Alaska Municipal Corporation whose address is 410 Adams Street, Seward, Alaska 99664,
(hereinafter called "LESSEE").
I. PURPOSE OF LEASE
This Lease grants LESSEE use of the real property described in Section II below for the purpose
of operating a public shooting range as further described in Section III. Development Plan.
n. DESCRIPTION OF PROPERTY AFFECTED
An outdoor shooting facility within the Seward Solid Waste Facility grounds more particularly
described as follows:
SW1/4NE1/4NE1/4 and the S1I2NW1I4NE1I4NEI/4 Section 28, TIN, RIW,
S.M. Alaska
Subject to the following reservations:
The Kenai Peninsula Borough reserves exclusive use and enjoyment of the
approximately 2.7 acres being the solid waste service roadway and all lands east
of said service roadway as shown on attachment A (the "Property").
ill. TERMS AND CONDITIONS SPECIFIC
TO LEASE BETWEEN KPB AND THE CITY OF SEWARD
I. Lease Term. This Lease is for a term of 20 years commencing April 26, 2006 and
terminating March 31, 2026 unless sooner terminated.
2. Lease Rental. The annual lease rental for the term of this Lease is $1.00.
3. Develonment Plan. This Lease requires a development plan per KPB 17.10.140(B). A
development plan subInitted by LESSEE is subject to approval from both the KPB
Planning Department and Solid Waste Department. A development plan establishes the
KENAI PENINSULA BOROUGH
REAL PROPERTY LEASE
APRIL 2006
-PAGE 1 OF 11-
-"", ,le
~,.' 11
mutual understanding between KPB and LESSEE as to how the Property will be used and
improved by the LESSEE. It a development plan references or relies on a third-party
operating agreement, such operating agreement shall be apart of the development plan. A
d.evelopment plan may be updated or amended from time to time, subject to KPB's
approval, LESSEE's Operating Agreement and Development Plan is attached hereto and
incorporated by reference.
4. Priority Given to KPB Solid Waste Activities. KPB activities upon the Seward Solid
Waste Facility grounds include stockpiling, sorting recycling, burying, crushing burning,
blasting, composting and hauling materials; landscaping and erosion control; landfill post
closure site work and monitoring; and daily operations of a waste transfer facility. These
activities result in public traffic and heavy equipment operating throughout the site and
other operations that require constant safety controls. KPa's activities and safety
concerns on this site and upon the Property are superior to the LESSEE's interests granted
by this lease. LESSEE must control all activities in a manner to avoid interference with
KPB's primary activities. The borough may require LESSEE to install fencing or take
other measures to ensure its use remains compatible with the boroughs. The KPB Solid
Waste Department reserves the right to add stipulations as needed to ensure the continued
safe and efficient operations on at the site. Additionally the Solid Waste Department may
at any time close off any portion of the Property to shooting range use when necessary to
perform Landfill Post Closure site work, monitoring, or other activities.
5. Access and Parking. LESSEE shall access the Property along the gated roadway,
beginning at the gate southwest of the transfer facility building. LESSEE shall maintain
the gate and lock for this road. No parking shall be allowed upon the access road.
6. Land Fill CaD Damae:e Prevention. The Property is situated atop a landfill cap. LESSEE
shall take all necessary precautions to prevent damage to the landfill cap. Range berms
may be developed only above the existing ground elevation.
Buried waste cannot be exposed and grass and trees shall not be disturbed installation of
anchors, posts or other activities which require boring into the ground must first be
approved in writing by the KPB Solid Waste Department.
7.
General Responsibilities. LESSEE shall provide for its own sanitation, power and water
and shall collect its litter, shells, casings. and other materials resulting from range
activities on a weekly basis LESSEE shall have a qualified designated range master
supervising all range activities and enforcing range rules LESSEE shall perform all
access road repair, maintenance, and snow removal; fencing; keep culverts and drainage
ditches open to prevent ponding or erosion; and other work to keep the site in good
condition. Borough facilities, equipment, fencing, monitoring wells, etc, shall not be
disturbed or damaged and, if damaged shall be immediately repaired or replaced by
LESSEE.
.
KENAI PENINSULA BOROUGH
REAL PROPERTY LEASE
APRIL 2006
-PAGE 2 OF 11-
.;. .".~. ,.;4,
~ 1:0.
8. Contamination. The Borough acknowledges the presence of the landfill on the Property
and the fact that the Property has been used as a shooting range for many years. LESSEE
is not responsible for any prior use of the Property. Soil or water contamination resulting
from range activities during the term of this Lease sball be remediated by LESSEE.
9. Public Use. LESSEE agrees to allow the general public use of the range facilities. Such
public use shall be restricted to those hours during which a range master designated by
LESSEE is on the leasehold premises and available for supervision. LESSEE shall ensure
all range users are informed of range rules, safety standards, and lease restrictions.
LESSEE shall keep gate locked to prevent unauthorized access.
10. Conflict with Solid Waste Ooerations. KPB may cancel the lease with 30 days written
notice iflease activities unavoidably interfere with transfer site operations or ifKPB must
conduct site work that requires the Property to be vacated. In the event that LESSEE does
not abide by the conditions set forth in this lease, KPB can immediately halt range
activities until all corrective action is taken.
IV. TERMS AND CONDITIONS CONTAINED IN KPB CODE SECTION 17.10.240
1. Assignments. LESSEE may assign this Lease only if approved in advance by KPB.
Applications for assignment shall be made in writing on a form provided by the Land
Management Division. The assignment shall be approved if it is found that all interests of
KPB are fully protected. The assignee shall be subject to and governed by the provisions
of this agreement and laws and regulations applicable thereto.
2. Termination. Upon termination of this Lease, LESSEE covenants and agrees to return the
property to KPB in a neat,. clean and sanitary condition, and to immediately remove all
items of personal property subject to the terms and conditions of paragraph 11 below. All
terms and conditions set out herein are considered to be material and applicable to the use
of the property under this Lease. Subject to the following, in the event of LESSEE's
default in the performance or observance of any of the Lease terms, conditions, covenants
and stipulations thereto, and such default continues thirty (30) calendar days after written
notice of the default, KPB may cancel this lease, or take any legal action for damages or
recovery of the property. No improvements may be removed during the time in which the
Lease is in default.
In the event LESSEE breaches any provisions prohibiting the release of hazardous
chemicals, hazardous materials or hazardous waste upon the Property, and fails to
immediately terminate the operation causing such release upon notice from KPB, then
KPB may immediately terminate this Lease without further notice to LESSEE.
Either party may terminate this Lease for convenience upon 30 days written notice to the
other party.
KENAI PENINSULA BOROUGH
REAL PROPERlY LEASE
APRIL 2006
-PAGE 3 OF 11-
23
3. Cancellation. At any time that this lease is in good standing it may be canceled in whole
or in part upon mutual written agreement by the LESSEE and either the KPB Mayor or
Planning Director. This Lease is subject to cancellation in whole or in part if improperly
issued through error in procedure or with respect to material facts.
4. Conditional Contract. This Lease is issued on a conditional basis and shall be canceled in
whole or in part in the event KPB is denied title to the Property. Payment made by the
LESSEE on the land to which title is denied KPB shall be refunded in whole or in part to
the agreement holder of record and any properly recorded lien holder, if any, jointly.
However, KPB shall in no way be liable for any damage that may be done to the Property
by the LESSEE or liable for any claim of any third party, or to any claim that may arise
from ownership. In the event the Borough does receive title to the Property, the
conditional agreement shall then have the same standing, force and effect as non-
conditional agreements issued under any regulations ofKPB 17.10.
5. Entrv or Re-Entrv. In the event that the Lease is terminated, canceled or forfeited, or in
the event that the Property, or any part thereof. should be abandoned by the LESSEE
during the agreement term, KPB or its agents, servants or representative, may
immediately or any time thereafter, enter or re-enter and resume possession of the
Property or such part thereof, and remove all persons and property thereof either without
judicial action where appropriate, by summary proceedings or by a suitable action or
proceeding at law or equity without being liable for any damages therefore. Entry or re-
entry by KPB shall not be deemed an acceptance of surrender of the Lease.
6. Fire Protection. LESSEE shall take all reasonable precautions to prevent, and take all
reasonable actions to suppress destructive and uncontrolled grass, brush, and forest fires
on the land under agreement, and comply with all laws, regulations and rules
promulgated and enforced by the protection agency responsible for forest protection
within the area wherein the Property is located.
7. Hazardous Materials and Hazardous Waste. Storage, handling and disposal of hazardous
waste shall not be allowed on lands under lease from KPB per KPB Code, Section
17.10.240(H).
LESSEE shall comply with all applicable laws and regulations concerning hazardous
chemicals and other hazardous materials, and shall properly store, transfer and use all
hazardous chemicals and other hazardous materials and not create any environmental
hazards on the lands leased herein. In no event may LESSEE utilize underground storage
tanks for the storage or use of hazardous chemicals or other hazardous materials.
Should any hazardous chemicals or hazardous materials of any kind or nature
whatsoever, or hazardous wastes be released upon the subject lands during the term of
this lease, LESSEE shall IMMEDIATELY report such release to the KPB Planning
Director and to any other agency as may be required by law, and LESSEE shall, at its
KENAI PENINSULA BOROUGH
REAL PROPERTY LEASE
APRIL 2006
-PAGE 4 OF 11-
".' 't
...,..\
i...
own cost, assess, contain and clean up such spilled materials in the most expedient
manner allowable by law.
.A.S used herein, "hazardous chemical" means a chemical that is a physical hazard or a
health hazard.
As used herein, "hazardous material" means a material or substance, as defined in 49 .
C.F.R. 171.8, and any other substance determined by the federal government, the state of
Alaska or KPB, to pose a significant health and safety hazard.
As used herein, "hazardous waste" means a hazardous waste as identified by the
Environmental Protection Agency under 40 C.F.R.26L3, and any other hazardous waste
as defined by the federal government, the state of Alaska or KPB;
The covenants and obligations described in this article shall survive the termination of
this Lease
8. Full and Final Agreement. This Lease constitute~ the full and final agreement of the
parties hereto and supersedes any prior or contemporaneous agreements. This Lease may
not be modified orally, or in an)' ~anner other than by an agreement in writing and
signed by both parties or their respective successors in interest. LESSEE avers and
warrants that no representations other than those contained within this Lease have been
made with the intention of inducing execution of this Lease.
9. Notice. Any notice or demand, which under the terms of this Lease must be given or
made by the parties hereto, shaII be in writing, and given or made by registered or
certified mail, addressed tothe other party at the address shown in this section. However,
either party may designate in writing such. other address to which such notice of demand
shall thereafler be so given, made or mailed. A notice given hereunder shall be deemed
received when deposited ina U.S. general or branch post office by the addressor.
All notices shall be sent to both parties and the Solid Waste Department as follows:
LESSOR ..
Kenai Pe~u1a Borough
Planning Director
144 N. Binkley
Soldotna, AK 99669-7599
Solid Waste Dept.
47140 East Poppy Ln.
Soldotna, AK 99669
LESSEE
City of Seward
City Manager
410 Adams St
P.O. Box 167
Seward, AK 99669
10. Notice of Default. Notice of the default, where required, will be in writing and as
provided in the Notice provision of this Lease.
KENAI PENINSULA BOROUGH
REAL PROPERTY LEASE
APRIL 2006
-PAGE S OF 11-
.~'to l>:l:'t-
i .~.)
11. Removal or Reversion of ImDrOvements Upon Termination of Lease.
a. Improvements on the Property owned by LESSEE shall. within thirty calendar
-. --- --days-afterthe-termination of the Lease. be removed by LESSEE. provided such ~
removal will not cause injury or damage to the land; and further provided that the
Mayor. or Planning Director when applicable. may extend the time for removing
such improvements in cases where hardship is proven. The LESSEE may dispose
of its improvements to a succeeding lessee with the consent of the KPB mayor.
b. If any improvements and/or chattels having an appraised value in excess of ten
thousand dollars. as determined by a qualified appraiser. are not removed within
the time allowed, such improvements and/or chattels sbaU. upon due notice to the
LESSEE under the terminated or canceled Lease. be sold at public sale under the
direction of the mayor and in accordance with the provisions of KPB Code.
Chapter 5. The proceeds of the sale shall inure to the LESSEE who placed such
improvements and/or chattels on the lands. or.its successors in interest, after
paying to KPB all monies due and owing plUS all costs, fees and expenses
incurred in storing the goods and making such a sale In case there are no other
bidders at any such sale, the KPB mayor is authorized to bid, in the name of such
improvements and/or chattels. The bid money taken from the fund to which said
lands belong. and the funal receive all moneys or other value subsequently
derived from t s or leasing of such improvements and/or chattels. KPB shall
acquire all rights. both legal and equitable. that any other purchaser could acquire
by reason oftb,epurchase.
c. If any improvements and/or chattels having an appraised value of ten thousand
dollars of less, as determined by KPB mayor, are not removed within the time
allowed. suchiInproveJ1lellts and/or chattels shall revert and absolute title shall
. vestinKPB. Up<>n request, the purchaser, lessee, or permittee shall convey said
improvelllents and/or chattels by appropriate instrument to KPB.
12. Rental for Imorovements or Chattels not Removed. Any improvements and/or chattels
belonging to the LESSEE or placed on the land during its tenure with or without its
permission and remaining upon the premises after the termination of the LEASE shall
entitle KPBto cbargc::8 reasonable rent therefore.
13. Resale. In the event that this Lease should be terminated. canceled, forfeited or
abandoned, KPB may offer the Property for sale. se or other appropriate disposal
pursuant to the provisions KPB Code. Chapter 17.10 or other applicable regulations. If
the Property is not immediately disposed of, then said land shall return to the Land Bank.
14. Resoonsibility of Location. It shall be the responsibility of the LESSEE to properly locate
its self and its improvements on the Property.
KENAI PENINSULA BOROUGH
REAL PROPERTY LEASE
APRIL 2006
-PAGE 6 OF 11-
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15. Liens and Mortszaszes. LESSEE shall not cause or allow any liens of any kind or nature
whatsoever to attach to the Property during the term of this Lease, except in connection
with financing transactions as discussed below. In the event that any prohibited lien is
place<Lagainst the-Itf9~J1Y-, LESSEE shall immediately cause the lien to be released.
LESSEE shall immediately refund to KPB any monies that KPB may, at its sole
discretion, pay in order to discharge any such lien, including all related costs and a
reasonable sum for attorney's fees.
For the pmpose of interim or permanent financing of improvements to be placed upon the
Property, and for no other pmpose, LESSEE, after giving written notice thereof to KPB,
may encumber by mortgage, deed of trust, assignment or other appropriate instrument,
LESSEE's interest in the Property and in and to this Lease, provided such encumbrance
pertains only to such leasehold interest and does not pertain to or create any interest in
KPB's title to or interest in the Property. Any such encumbrance shall be entirely
subordinate to KPB's rights and interest in the Property.
A leasehold mortgagee, beneficiary of a deed of trust or security assignee shall have and
be subrogated to. any and all rights of the LESSEE with respect to the curing of any
default hereunder by LESSEE.
In the event of cancellation or forfeiture of this Lease for cause, the holder of a properly
recorded mortgage, deed of trust, or assignment will have the option to acquire the Lease
for the unexpired term thereof, subject to the same terms and conditions as in the original
instrument.
16. Easements and Riszhts-of-Wav. This Lease is subject to all easements, rights-of-way,
covenants and restrictions of which LESSEE has actual or constructive notice KPB
reserves and retains the right to grant additional easements for utility and public access
pmposes across the property and nothing herein contained shall prevent KPB from
specifically reserVing or granting such additional easements and rights-of-way across the
Property as may be deemed reasonable and necessary. All trails or roads existing at the
time this Lease is executed shall be considered an easement for public use.
As the parties agree that this is a reserved right which is reflected in the annual lease
rental, in the event that KPB grants future additional easements or rights-of-way across
the property, it is agreed and understood that LESSEE shall receive no damages for such
grant.
As established by AS 38.05, KPB lands sold or leased may be subject to a minimum
fifty-foot public access easement landward from the ordinary high water mark or mean
high water mark.
17. Sanitation. LESSEE shall comply with all laws, regulations or ordinances promulgated
for the promotion of sanitation. The Property shall be kept in a clean and sanitary
condition and every effort shall be made to prevent pollution of the waters and lands.
KENAI PENINSULA BOROUGH
REAL PROPERTY LEASE
APRIL 2006
-PAGE 7 OF 11-
'(.~.~
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18. Subleasing. No LESSEE may sublease lands or any part thereof without written
permission of the mayor when applicable. A sublease shall be in writing and subject to
the terms and conditions of- the original lease. KPB hereby consents to the Opemting
Agreement and Development Plan attached hereto.
19. Violation. Violation of any of the terms of this Lease may expose LESSEE to
appropriate legal action including forfeiture of lease/purchase interest, termination, or
cancellation of its interest in accordance with state law.
20. Non-Waiver Provision. The receipt of payment by KPB, regardless ofKPB's knowledge
of any breach by LESSEE, or of any default on the part of the LESSEE in observance or
performance of any of the conditions or covenants of this LEASE, shall not be deemed to
be a waiver of any provision of the LEASE. Failure ofKPB to enforce any covenant or
provision herein contained shall not discharge or invalidate such covenant or provision or
affect the right of KPB to enforce the same in the event of any subsequent breach or
default. The receipt by KPB of any payment of any other sum of money after notice of
termination after the termination of the agreement for any reason, shall not reinstate,
continue or extend the agreement, nor shall it destroy or in any manner impair the
efficacy of any such notice of termination unless the sole reason for the notice was
nonpayment of money due and the payment fully satisfies the breach.
V. GENERAL TERMS AND CONDITIONS
1. Waste. LESSEE shall not commit waste or injury upon the Property.
2. Safety. LESSEE shall be solely responsible for maintaining the Property in a safe and fit
condition, including without limitation snow and ice removal from all improvements and
areas on the Property developed or used for pedestrian traffic
3. Compliance With Laws. The LESSEE agrees to comply with all applicable federal, state,
borough and local laws and regulations.
4. Insoections. LESSEE shall allow KPB through its duly authorized representative, to
enter and inspect the Property at any reasonable time, with or without advance notice to
LESSEE, to ensure compliance with the terms and conditions of this Lease. KPB's right
to enter and inspect shall be exercised at KPB's sole discretion and the reservation or
exercise of this right, and any related action or inaction by KPB, shall not in any way
impose any obligation whatsoever upon KPB, and shall not be construed as a waiver of
any rights of KPB under this Lease.
5. Indemnification and Liabilitv Insurance.
a. Indemnification and Hold Harmless. The LESSEE shall indemnify, defend, save
and hold KPB, its elected and appointed officers, agents and employees, harmless
KENAI PENINSULA BOROUGH
REAL PROPERTY LEASE
APRIL 2006
-PAGE 8 OF 11-
96
~'. .,.g
from any and all claims, demands, suits, or liability of any nature, kind or
character including costs, expenses, and attorneys fees resulting from LESSEE'S
performance or failure to perform in accord with the terms of this Lease in any
way whatsoever The LESSEE shall be responsible under this clause for any and
all claims of any character resulting from LESSEE or LESSEE'S officers, agents,
employees, partners, attorneys, suppliers, and subcontractors performance or
failure to perform this Lease in any way whatsoever This defense and
indemnification (responsibility includes claims alleging acts or omissions by KPB
or its agents, which are said to have contributed to the losses, failure, violations,
or damage However, LESSEE shall not be responsible for any damages or claims
arising from the sole negligence or willful misconduct of KPB, its agents, or
employees.
b. Liability Insurance. LESSEE, or its assign, shall purchase at its own expense and
maintain in force at aU times during the term of this Lease Comprehensive
General Liability Insurance. which shall include bodily injury, personal injury,
and property damage with respect to the Property and the activities conducted by
the LESSEE in which the coverage shall not be less than $1,000,000 per
occurrence. The policy purchased shall name LESSEE, or its assign, as the
insured and KPB as an additional insured, and sha1l also require the insurer to
provide KPB with thirty (30) days or more advance written notice of any pending
cancellation or change in coverage.
c. Proof of Insurance. At the time of executing this LEASE, at the time of each
renewal of insuran<:e, LESSEE shall deliver to the KPB Planning Director
certificates of insurance meeting the above criteria.
6. Prooertv Taxes. LESSEE shall timely pay all real property taxes, assessments and other
debts or obligations owed to KPB. Pursuant to KPB Code, Section 17 10 120(F) this
Lease will terminate automatically should LESSEE become delinquent in the payment of
any such obligations.
7. Jurisdiction. Any suits filed in connection with the terms and conditions of this Lease,
and of the rights and duties of the parties, shall be filed at Kenai, Alaska and shaU be
governed by Alaska law.
8. Savine:s Clause. Should any provision of this Lease fail or be declared null or void in any
respect, or otherwise unenforceable, it shaU not affect the validity of any other provision
of this Lease or constitute any cause of action in favor of either party as against the other.
9. Binding Effect. It is agreed that all covenants, terms and conditions of this Lease shall be
binding upon the successors, heirs and assigns of the original parties hereto.
10. Authorization to Sign. LESSEE warrants that the person executing this agreement is
authorized to do so on behalf of the City of Seward.
KENAI PENINSULA BOROUGH
REAL PROPERlY LEASE
APRIL 2006
-PAGE 9 OF 11-
t~
CITY OF SEWARD
KENAI PENINSULA BOROUGH
Clark Corbridge
City Manager
JohnJ. Williams
Mayor
..
AITEST:
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
Jean Lewis
City Clerk, CMC
Holly B. Montague
Assistant Borough Attorney
NOTARY ACKNOWLEDGEMENT
STATE OF ALASKA )
)ss.
THIRD JUDICIAL DISTRICT )
The foregoing was acknowledged before me this day of ,
, by Clark Corbridge, City Manager of the City of Seward, an Alaska municipal
corporation, for and on behalf of the corporation.
Notary Public in and for Alaska
My commission expires:
NOTARY ACKNOWLEDGEMENT
STATE OF ALASKA )
)ss.
THIRD JUDICIAL DISTRICT )
The foregoing was acknowledged before me this day of ,
, by John J. Williams, Mayor of the Kenai Peninsula Borough, an Alaska
municipal corporation, for and on behalf of the corporation.
KENAI PENINSULA BOROUGH
REAL PROPERTY LEASE
APRIL 2006
-PAGE 10 OF 11-
, ,
, '-
1'>,'1
,Ju
Notary Public in and fOl'Alaska
My commission expires:
KENAI PENINSULA BOROUGH
REAL PROPERlY LEASE
APRIL 2006
-PAGE 11 OF 11-
~:f
.
Sponsored by: Pl~g and Zoning Commission
CITY OF SEWARD, ALASKA
RESOLUTION 2006-30
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, RECOMMENDING KENAI PENINSULA BOROUGH APPROVAL
OF THE FOURTH OF JULY CREEKSUBDMSION NUMBER 3, ROBERTS
REPLAT
WHEREAS, Carol Roberts, the owner of Lot 2, US Survey 3294, does not have frontage on
a dedicated public right-of-way; and
WHEREAS, the applicant submitted a request to purchase a portion of Lot H, Fourth ofJuly
Creek Subdivision Number 2, which is owned by the City of Seward. The portion is approximately
5.372 acres; and
WHEREAS, Council approved Resolution 2005-31, supporting the disposal of the City
owned land to the applicant, in order to provide access necessary for the development and use of her
land; and
WHEREAS, this platting action will create a new subdivision by vacating a lot line between
the current applicant property of, Lot 2, US Survey 3294 and a portion of the current City owned
Tract H, providing the applicant with the newly formed Tract 2A, Fourth of July Subdivision,
Number 3, Roberts Replat a parcel of approximately16 acres; and
WHEREAS, the City will continue to own two lots, Tract HI, containing approximately
9.663 acres and Tract H2, containing approximately 15.636 acres. The new subdivision will have a
total acreage of approximately 41.321 acres; and
WHEREAS, the subdivision is in the Resource Management Zoning District (RM), which
allows for residential and commercial uses and the subdivision meets the minimum lot size and
width requirements of the Seward Zoning Code; and
WHEREAS, easements for utilities shall be added to the plat; and
WHEREAS, the property is accessed by Nash Road but is not served by existing public
utilities, and therefore will require an subdivision installation agreement exception, as required by
the Seward Subdivision Code 16.01.030 (3); and
WHEREAS, the Seward City Code 16.01.015 (B) stipulates that no preliminary plat of City-
owned property may be submitted to the Kenai Peninsula Borough Planning Commission for
approval without prior consent of the City Council; and
~~
CITY OF SEWARD, ALASKA
RESOLUTION 2006-30
WHEREAS, in accordance with Seward City Code, the Planning and Zoning Commission
held a public hearing on the preliminary plat at their November 1, 2005 regular meeting; and
WHEREAS, the Seward Planning and Zoning Commission approved Resolution 2005-24,
recommending Seward City Council and Kenai Peninsula Borough approval of the Fourth of July
Creek Subdivision Number 3, replat subject to certain conditions.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Seward
Alaska that:
Section 1. The Seward City Council recommends Kenai Peninsula Borough approval of the
Fourth of July Creek Subdivision Number 3, Roberts Replat subject to the following conditions:
1. A deed shall be used to transfer the City of Seward's interest in the portion of Tract H
which is being transferred to the applicant.
2. A subdivision agreement exception shall be completed and recorded before the final
plat is signed and recorded.
3. Utility easements shall be provided for all existing and proposed utilities. The
easement for the transmission line shall be a minimum of sixty feet in width, centered
on the existing transmission line.
4. A recommendation for the legal description for the subdivision is "Fourth of July
Creek Subdivision Number 3, Roberts Replat",
Section 2. This resolution shall take effect immediately after adoption and posting.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska this 28th day
of March 2006.
THE CITY OF SEWARD, ALASKA
,J. ....
33
.
CITY OF SEWARD, ALASKA
RESOLUTION 2006-30
Vanta Shafer, Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
ATIEST:
Jean Lewis, CMC
City Clerk
(City Seal)
S~
Council Agenda Statement
From:
March 28, 2006
Clark Corbridge, City Manager {I~ 3 - t7 -OJ,
Donna Glenz, Planning Assistant ~M"
Preliminary Plat of Fourth of July Creek
Subdivision Number 3, Roberts Replat
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Meeting Date:
Through:
Agenda Item:
BACKGROUND & JUSTIFICATION:
Johnson Surveying and the applicant, Carol Roberts submitted the attached preliminary plat of
Fourth of July Creek Subdivision Number 3, for the City's review. A full size copy of the plat is
available for review in the Community Development Office.
The applicant, Carol Roberts is the owner of Lot 2, US Survey 3294, which does not currently
have frontage on a dedicated public right-of-way. The applicant submitted a request to purchase
a portion of Lot H, Fourth of July Creek Subdivision Number 2, which adjoins her property to
the East which is owned by the City of Seward. The requested portion of City owned Lot H
fronts on the public right of way of Nash Road and would allow the applicant legal access to and
from her current property to the West. The requested portion is approximately 5.372 acres.
Council approved Resolution 2005-31, supporting the disposal of the City owned land to the
applicant, in order to provide access necessary for the development and use of her land. This
platting action will create a new subdivision by vacating a lot line between the current applicant
property of, Lot 2, US Survey 3294 and a portion of the current City owned Tract H, providing
the applicant with the newly formed Tract 2A, Fourth of July Subdivision, Number 3, Roberts
Replat a parcel of approximately 16 acres.
Tract H is currently a long and rather narrow 28.4 acre parcel located on the east side of
Resurrection Bay, positioned between Nash Road on the East and Resurrection Bay on a
majority of West. The greater part of the lot has very steep terrain; however a beach access trail
exists in the South portion. There is a cliff along most of the Bay side. Tract H is in the
Resource Management zoning district, which allows for both residential and commercial uses.
Although all subdivisions are required to have subdivision installation agreements, Seward City
Code 16.01.030 (3); allows for City administration to consider granting an exception to this new
subdivision, due to the remoteness. City administration will continue to work with the applicants
on the subdivision agreement exception, as necessary.
Since there will be a transfer of ownership for the 5.372 acres which will be acquired by the
35
.
applicant, a warranty deed will be necessary before the plat can be finalized.
Seward City Code requires that the City Council provide consent prior to any preliminary plats
of city-owned land being submitted to the Kenai Peninsula Borough. It is the Planning and
Zoning Commission's responsibility to act in an advisory capacity to the Kenai Peninsula
Borough regarding subdivision plat proposals. The Planning and Zoning Commission reviewed
the preliminary plat at its November 1, 2005 regular meeting and approved Resolution 2005-24
recommending City Council and Kenai Peninsula Borough approval of the Fourth of July Creek
Subdivision #3 replat subject to certain conditions.
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.
FISCAL NOTE:
In accordance with the sales agreement all surveying and platting costs for this subdivision of
city owned land is at the applicant's expense.
Finance Approval:
RECOMMENDATIONS:
Council consent to the submittal to the Kenai Peninsula Borough, the Fourth of July Creek
Subdivision Number 3, and recommend approval subject to the conditions identified in the
resolution.
'" .....
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FOURTH OP JULy CREBK PRELIMINARY PLAT
SI..IlmMSION-'3
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OCT-12-290S 08:10 AM JOHNSON. SURVEYING
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OCT 1 2 2005
PlANNING OFFICE
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City Owned
Lot 1 U.S.S. 3294
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North
Roberts Prope y
Lot 2 U.S.S.3 9
Proposed Sale Property
of 5.372 Acres
Current
City Owned Parcel
Tract H, Fourth of July
Creek Subdivision No 2
City Owned 1
Tract H, Fourth of July Creek .
Subdivision, N~.~L-~.QL"-.j
Sponsored by: Applicant
~ITY OF-SEW ARD,ALASKA
PLANNING AND ZONING COMMISSION
RESOLUTION 2005-14
A RESOLUTION OF THE SEWARD PLANNING AND ZONING
COMMISSION OF THE CITY OF SEWARD, ALASKA,
RECOMMENDING A STATUS FOR DISPOSAL OF LAND OWNED BY
THE CITY, WHICH HAS A LEGAL DISCRIPTION OF TRACT H,
FOURTH OF JULY CREEK SUBDMSION NO.2
WHEREAS, Carol Roberts has applied to buy a portion of Tract H, Fourth of July Creek
Subdivision to access her property, Lot 2 U.S. Survey 3294, which does not have access to Nash
Road; and
WHEREAS, Tract H is not mentioned in the Municipal Lands Management Plan (1995),
which is the primary document for determining status for disposal of City owned lands; and
WHEREAS, the Planning and Zoning Commission reviews and makes recommendations
to the City Council regarding the pros and cons of disposing of a nominated parcel as provided
for in the Seward Lease Policies and Procedures; and
WHEREAS, providing access to the applicant's property is necessary for the
development and enjoyment of their property and the City encourages the development of
property within City limits; and
WHEREAS, there are numerous beach access points from City owned. Tract H that
would provide public beach access without crossing Lot 2 U.S. Survey 3294. Public access
would not be affected by the purchase of the portion of Tract H requested by the applicant; and
WHEREAS, Tract H is located in the Resource Management Zoning District which
allows for residential and commercial uses; and
WHEREAS, the disposal of City land can be done most fairly through the Request for
Proposal process; and .
WHEREAS, access to Lot 2, US Survey 3294, would be provided in the subdivision at
the time of sale; and
WHEREAS, having co.mplied with the public notification process on May 4, 2005, the
Seward Planning and Zoning Commission held the required public hearing on the disposal
options for Tract H, Fourth of July Creek Subdivision No.2.
.,:.~
.:);.;:)11
Seward Planning and Zoning Commission
Resolution No. 2005-14
Page 2
NOW, THEREFORE, BE IT RESOLVED by the Seward Planning and Zoning
Commission that:
Section 1. The Planning and Zoning Commission finds that recommending that
Council provide for the sale of a portion of Tract H, Fourth of July Creek Subdivision No.2 as
described by the attached plat and further delineated as being an extension on an identical
heading of the Northern and Southern property lines of Lot 2 U.S. Survey 3294 to where said
lines intersect Nash Road, will be beneficial to the public and will encourage the development of
land in City limits.
Section 2. The Planning and Zoning Commission fmds that selling a portion of Tract
H, Fourth of July Creek Subdivision No.2 is in the best interest of the City.
Section 3. The Planning and Zoning Commission finds that the Request for Proposal
process is in the best interest of the City and, in consideration of the applicant, recommends that
an abbreviated and expedited RFP process be followed
Section 4. The Planning and Zoning Commission finds that this resolution shall take
effect 10 days following its adoption.
PASSED AND APPROVED by the Seward Planning and Zoning Commission this 4th day of
May 2005.
THE CITY OF SEWARD
AYES:
NOES:
ABSENT:
ABSTAIN:
Smith, Griswold, Hohl, Roach', Schafer, Keil
None
Vacant
None
ATTEST:
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City of Seward. Alaska
May 4, 2005
Planning Commission Minutes
Volume 5, Page 52 9
Motion Passed
Motion (HohIlGriswold)
Motion Passed
Vote on the main motion, as amended
Motion Passed
10 minute recess ofthe Commission
beginning with the North and East
boundaries be submitted for approval by
the administration.
Unanimous
Amend Resolution 2005-13, Section 3,
Condition (d), Add the word Security
Unanimous
Yes: Smith, Roach', Schafer, Keil
No: Hohl, Griswold
Resolution 2005-14, recommending a status for disposal ofland owned by the
City, which has a leg~' ~escription of Tract H, Fourth of .Tub' Creek Subdivision
No.2
Brown reviewed the request to the City to purchase a portion of Tract H by Carol and Wade
Roberts. The applicant had purchased Lot 2, U.S. Survey 3294. Lot 2 currently did not have access
to Nash Road. He explained that two options were before the Commission. Brown noted that one
option was to allow an access easement across City owned Tract H in return for public access to the
beach across the Roberts Lot 2. Another option was to sell the portion ofTract H directly east of the
Lot 2 property. Brown stated that with the option of selling the property staff t~opunended the
property go through the Request for Proposal (RFP).
Brown continued by reviewing the concerns from the utilities, :fire department and other City
staff. He noted that other City departments had done a very preliminary reviews and a cost projection
was not available. He stated a few of the initial concerns by staff were emergency access to the
property, possible future widening of Nash Road, electric transmission line clearance and cost
involved to provide service.
In response to Griswold's request for information on the width of the Nash Road Right-of-
Way and how additional road right-of-way easement could affect the property, W.C. Casey Public
Works Director stated that without a survey that showed exactly where the current right-of-way was
located he had no way of answering that question.
In response to Hohl Brown noted that staff currently did not have a plat the showed the utility
easements or right-of-way lines on the City owned Tract H.
Cl
4(
. .
City of Seward, Alaska
May 4. 2005
Planning Commission Minutes
Volume 5. Page 530
Notice of public hearing being posted and published as required by law was noted and the
public hearing was opened.
Wade Roberts, outside the City, spoke as the representative of the applicant. He provided
the Commission with a substitute Resolution and several photos of the area. He stated that access
had been discussed at the work session and that since that time he had walked Tract H locating the
public access to the beach. He stated that he found access to the north of Lot 2 and numerous
accesses to the south across City owned Tract H. He affirmed that the applicant no longer felt it was
necessary to allow public access to the beach area though the privately owned Lot 2. He noted that
the applicant had requested to purchase a portion of Tract H and preferred to not work with an
access easement. He stated he had spoken with City Manager, Clark Corbridge and had been advised
to present a substitute resolution to the Commission for consideration. In review of the substitute
resolution submitted to the Commission Roberts noted the elimination of the access easement and the
trade of public access across Lot 2; he noted the direct sale and removal of the RFP request. He
noted the addition of the property description to the best ofhis ability without a survey of the exact
location of property line extensions.
In response to Schafer, Roberts stated the requested parcel was approximately five acres.
In response to Keil, Roberts stated he had no idea who else might be interested in the parcel
should it be placed for RFP. He felt due to the terrain that there would be very little interest.
No one else requested to be heard and the public hearing was closed.
Motion (Smith/Griswold)
Approve the substitute Resolution 2005-14
The Connnission discussed the need and to protect the public interest for using the RFP
process.
In response to Hohl, Brown stated that the resolution was a recommendation to Council on
the disposal of the land and if so how, by access easement, outright sale, or RFP.
The Commission continued the discussion on the RFP requirements and process. The
Commission generally felt the RFP process was the fairest way to handle the sale.
Motion (GriswoldlHohl)
Amend Resolution 2005-14, Add Whereas
number 7 to read. "Whereas, the disposal
of the City land can be done most fairly
through the Request for Proposal; and"
Motion Passed
Unanimous Consent
'it'"
.~
City of Seward, Alaska
May 4, 2005
Planning Commission Minutes
Volume 5, Page 531
Motion (HohllKeil)
Amend Resolution 2005-14, Add Whereas
number 3, "Whereas the Planning and
Zoning Commission reviews and makes
recommendations to the City Council
regarding the pros and cons of disposing of
a nominated parcel as provided for in the
Seward Lease Policies and Procedures"
Motion Passed
Unanimous
Motion (Smith/Griswold)
Amend Resolution 2005-14, Add a new
Section 3 "The Planning and Zoning
Commission finds that the Request for
Proposal process is in the best interest of
the City and, in consideration for the
applicant, recommends that an abbreviated
and expedited RFP process be followed"
Motion Passed
Unanimous Consent
The Connnission discussed the RFP process and noted that access was required to be
provided to the land locked parcel of Lot 2 owned by the Roberts.
Motion (HohIlSchafer)
Amend Resolution 2005-14, Add Whereas
number 8 "Whereas access to Lot 2 would
be provided in the subdivision at the time
of sale."
Motion Passed
Unanimous
Vote on Main Motion, substitute Resolution 2005-14, as amended
Motion Passed
Unanimous
Resolution 2005-12 granting a Conditional Use Permit to the City of Seward for
asphalt plant and gravel operations at Tract C Fourth of July Creek Tracts,
commonly known as the "City Quarry"
Schafer requested a conflict of interest ruling as a business owner of the same type of
business. Chair ruled that Commissioner Schafer had a conflict and he removed himself from the dais
to take a seat in the audience until the issue was completed.
Brown oriented the Commission to the City Quarry and the proposed asphah plant site. He
noted the location as the east side of the Seward Marine Industrial Center (SMIC) on an approximate
i\WJ.;
2f
~.
Sponsored by: Planning and Zoning Commission
CITY OF SEWARD, ALASKA
RESOLUTION 20OS-31
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SEWARD, ALASKA, AUTHORIZING THE CITY MANAGER TO
SUBDIVIDE AND SELL A PORTION OF A PROPERTY OWNED
BY THE CITY, ALONG NASH ROAD, WHICH HAS A LEGAL
DESCRIPTION OF TRACT H, FOURTH OF JULY CREEK
SUBDIVISION NO.2
WHEREAS, Carol Roberts has applied. to buy a portion of Tract H, Fourth of
July Creek Subdivision to access her property, which is Lot 2 U.S. Survey 3294, which
does not have access to Nash Road; and
WHEREAS, Tract H is not mentioned in the Municipal Lands Management Plan
(1995), which is the primary document for determining status for disposal of City owned
lands; and
WHEREAS, providing access to the applicant's property is necessary for the
development and enjoyment of her property and the 'City encourages the development of
property within City limits; and
SJ
WHEREAS, there are numerous beach access points from City owned Tract H
that would provide public beach access without crossing Lot 2 U.S. Survey 3294. Public
access would not be affected by the purchase of the portion of Tract H requested by the
applicant; and
WHEREAS, Tract H is located in the Resource Management Zoning District
which allows for residential and commercial uses; and
WHEREAS, the Planning and Zoning Commission held a public hearing on May
4th, 2005 and made a recommendation to City Council to dispose of a portion of Tract H,
as provided for by the City of Seward Lease Policies and Procedures; and
WHEREAS, Tract H will have to be subdivided and appraised prior to selling.
NOW, THEREFORE, BE IT RESOL YED BY THE CITY COUNCIL OF THE
CITY OF SEWARD, ALASKA that:
Section 1. Selling the portion of Tract H, Fourth of July Creek Subdivision No. 2
which is adjacent to Lot 2 U.S. Survey 3294 and which is approximately five acres in
size, will be beneficial to the public and will encourage the development of land in City
limits.
Section 2.
This resolution shall take effect immediately.
.~ '.~ 44
~_II'I'
CITY OF SEWARD, ALASKA
RESOLUTION 2005-31
PAGE 2
ENACTED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA,
this 23rd day of May, 2005.
AYES:
NOES:
ABSENT:
ABSTAlN:
ATTEST:
THE CITY OF SEWARD, ALASKA
/&.~ '~flr---
Vanta Shafer, Mayor
Branson, Dunham, Clark, Lorenz, Shafer
Valdatta, Amberg
. None
None
~//4id,~
ohanna Dollerhide
Acting City Clerk
(City Seal)
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45
Sponsored by: Applicant
-
CITY OF SEWARD, ALASKA
PLANNING AND ZONING COMMISSION
RESOLUTION 2005-24
A RESOLUTION OF THE SEWARD PLANNING AND ZONING
COMMISSION, RECOMMENDING CITY COUNCIL AND KENAI
PENINSULA BOROUGH APPROVAL OF THE FOURm OF JULY CREEK
SUBDIVISION NUMBER 3
WHEREAS, Carol Roberts owner of Lot 2, US Survey 3294, which does not have frontage
on a dedicated public right-of-way; and
WHEREAS, the applicant would like to obtain road access by acquiring a portion ofTract H,
Fourth of July Creek Subdivision Number 2, which is owned by the City of Seward. The portion is
approximately 5.372 acres; and
WHEREAS, Council approved Resolution 2005-31, supporting the transfer of the City
owned land to the applicant, in order to provide access necessary for the development and use of her
land; and
WHEREAS, this transfer of land will take place by creating a new subdivision and vac~ting a
lot line between her property, providing her with the newly formed Tract 2A, approxirnately16 acres.
The City will continue to own two lots, Tract HI, containing approximately 9.663 acres and Tract
H2, containing approximately 15.636 acres. The new subdivision will have a total acreage of
approximately 41.321 acres; and
WHEREAS, the subdivision is in the Resource Management Zoning District (RM), which
allows for residential and commercial uses and the subdivision meets the minimum lot size and width
requirements of the Seward Zoning Code; and
WHEREAS, easements for utilities shall be added to the pIat; and
WHEREAS, the property is accessed by Nash Road but is not served by existing public
utilities, and therefore will need a subdivision instaIlation agreement, as required by the Seward
Subdivision Code. As this subdivision is in a remote area an exception to a subdivision agreement
might be appropriate; and
46
Seward Planning and Zoning Commission
Resolution No. 2005-24
Page 2
WHEREAS, this transfer of ownership of the portion ofland owned by the City of Seward
shall be done in accordance with Seward City Code 7.05, Acquisition and Disposal of Public
Property; and
WHEREAS, the Seward City Code 16.01.015 (B) stipulates that no preIiminaryplatofCity-
owned property may be submitted to the Kenai Peninsula Borough PIannirig Commission for approval
without prior consent of the City Council; and
WHEREAS, as required by Seward City Code Section 16.01.015 Conditions to plat
approval, property owners within 300 feet ofU.S.S. 1864, Tract A were notified of the proposed
platting action, and the property was posted with a public notice sign; and
WHEREAS, in accordance with Seward City Code, the Commission held a public hearing on
the preliminary plat at their November 1,2005 regular meeting.
NOW, mEREFORE, BE IT RESOLVED by the Seward Planning and Zoning
Commission that: '.
Section 1. The Commission recommends City Council and Kenai Peninsula Borough
approval of the Fourth of July Creek Subdivision Number 3, subject to the following conditions:
1. A warranty deed shall be used to transfer the City of Seward's interest in the portion
of Tract H which is being transferred to the applicant.
2. The value ofthe City of Seward's land which is to be transferred shall be established
by an appraisal.
3. A subdivision agreement or an exception to a subdivision agreement shall be entered
into before this preliminary plat is forwarded to the Kenai Peninsula Borough.
4. Utility easements shall be provided for all existing and proposed utilities. The
easement for the transmission line shall be a minimum of sixty feet in width, centered
on the existing transmission line.
5. A recommendation for the legal description for the subdivision is "Fourth of July
Creek Subdivision Number 3, Roberts Replat".
~?
Seward Planning and Zoning Commission
Resolution No. 2005-24
Page 3
Section 2. This resolution shall take effect innnediately upon its adoption.
PASSED AND APPROVED by the Seward Planning and Zoning Commission this 1. day of
November 2005.
THE CITY OF SEW ARD~ ALASKA
AYES:
NOES:
ABSENT:
ABSTAIN:
VACANT:
Griswold, Strobel, Smith, Roach', Hohl, Keil
None
None
None
One
ATTEST:
"'I~III",,
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.z. <' ......... '4.... ~
(City Seal) :l (j....c,o'f\F'OFiqJ.:..:::~"
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48
City of Seward, Alaska
November 1. 2005
Planning Commission Minutes
Volume 5. Page 607
In response to Griswold, Brown stated he had not received any updates on the Coastal Zone
Management Plan or the Airport Master Plan.
KPB Planning Commission Report by Lynn Hohl
Commissioner HoW submitted a written report of the recent Borough Planning Commission
meeting to the Commission and the public. HoW noted that she was working to have a
teleconference set up for the Public Hearing on the Vacation of Washington Street.
Other Reports, Announcements and Presentations - None
Citizens' Comments on Any Subject except Those Items Scheduled For Public Hearing-None
Approval of Agenda and Consent Agenda
Motion (GriswoldIHohl)
Approve the Agenda and Consent Agenda
Griswold removed item 9B, the October 6 and 7, 2005 meeting minutes.
HoW added item 10D, Discussion of possible Borough teleconference for the Vacation of
Washington Street, Borough Planning Commission agenda item.
Motion Passed
Unanimous Consent
Public Hearings
Resolution 2005-24, recommending City Council and the Kenai Peninsula -J.L.
Borough approval of the Fourth of July Creek Subdivision Number 3, Roberts ~
Replat.
Brown stated the applicant owned the landlocked parcel to the west of the City owned Tract
H, Fourth of July Subdivision. The applicant had submitted a request to purchase the approximate
five (5) acres of the 28.4 acre Tract H located between the privately owned Lot 2 U.S. Survey 3294
and Nash Road. Brown noted that the applicant bad requested the purchase to provide access to the
landlocked parcel and restrict other development. He stated that both Planning and Zoning and the
City Council had previously approved the sale of the approximate five acres. Brown recommended
the pedestrian access easements from Nash Road to the beach needed to be addressed. He stated that
the replat subdivision was a very irregular shape and covered a long distance between Nash Road and
the Resurrection Bay beach. He stated that the plat that was before the Commission did not note the
60 foot transmission line easement that was currently in place. He stated that staff supported the
replat subject to the following conditions:
1. A warranty deed shall be used to transfer the City of Seward's interest in the portion
of Tract H which is being transferred to the applicants.
\~
City of Seward. Alaska
Nqvember 1, 2005
Planning Commission Minutes
Volume 5, Page 608
2. The value of the City of Seward' s land which is to be transferred shall be established
by an appraisal.
3. Pedestrian easements going from the beach to Nash Road shall be added to the
subdivision as required by the Kenai Peninsula Borough Code.
4. A subdivision agreement or an exception to a subdivision agreement shall be entered
into before this preliminary plat is forwarded to the Kenai Peninsula Borough.
5. Utility easements shall be provided for all existing and proposed utilities. The
easement for the transmission line shall be a minimum of sixty feet in width, centered
on the existing transmission line
Notice of public hearing being posted and published as required by law was noted and the
public hearing was opened.
Wade Roberts, outside the City. He stated he had submitted a lay down resolution for the
Commission to review and approve. He noted that he had deleted and or changed several areas of
the Whereas statements presented in the staff resolution. He stated he felt the issue of pedestrian
easements from Nash Road to the beach had been previously addressed and he removed number 3 of
section 1 in the staff resolution.
No one else requested to be heard and the public hearing was closed
Motion (Roach'/Strobel)
Approve Resolution 2005-24
Motion (Griswold/Smith)
Amend Resolution 2005-24; adopt the
Resolution as presented by the applicant
Brown requested to address the issue of pedestrian easements. He stated that the plat before
the Commission addressed the entire subdivision not just the area west of the applicant property. He
noted that Tract H of the subdivision was a very large parcel adjacent to Nash Road. Brown stated
that there currently were no pedestrian easements from Nash Road to the beach noted on the replat.
Corbridge stated that a letter from the City to the Borough expressing the concerns might be
appropriate. He suggested the letter specifically ask the Borough to consider the public access issue
and that the City would be pleased to have pedestrian access easements added to the plat as the
Borough deemed appropriate.
Griswold supported the dedicated public access to the beach; however she voiced concerns of
the cost to plat the access to the applicant.
Motion Passed
Unanimous
In response to Commissioner Roach', W.C. Casey, Director of Public Works, stated that
should Nash Road need to be widened in the future the land needed would be taken from the
northeast side of the existing road.
~..'\.
.'d Y,l
City of Seward. Alaska
November !, 2005
Planning Commission Minutes
Volume 5, Page 609
In response to Commissioner Roach', David Squires, Fire Chief, stated he had felt the
applicant was Willing to workVvillitlie-City on any access issues to the property.
Motion (Hohl/Smith)
Amend Resolution 2005-24, first Whereas,
change to read following does not have
"frontage on a dedicated public right-of-
way".
Motion Passed
Unanimous
Vote on main motion, Resolution 2005-24 submitted by applicant as amended,
Motion Passed
Unanimous
Resolution 2005-25 granting a Conditional Use Permit to the Breeze Inn for a
hotel expansion on Lot 3B, Block 1, Marina Subdivision, Mindenbergs Replat in
the Harbor Commercial (He) Zoning District
Brown stated the applicant had applied for a Conditional Use Permit (CUP) to expand the
current Breeze Inn Hotel to the North, adding 14 guest rooms, a new lobby, and conference rooIDS.
He noted several concerns, the ongoing lack of parking in the Harbor, storm water run off, traffic
congestion on North Harbor Street Brown stated the submitted site plan did not depict all known
utilities. Brown reviewed the following staff recommended conditions:
1. One off-street parking space per guest unit shall be provided for the life of the hotel.
The required parking must meet the requirements of Seward City Parking Code
15.10.215.
2. A landscaping plan shall be approved by staff and shall contribute to the retention of
storm water runoff
3. Modifications to the site plan dated October 27,2005 which was approved by the
Commission as a supporting document for this Conditional Use Permit, shall be
approved by staff or the Commission prior to implementation.
4. There shall be an as-built survey depicting all existing and planned construction
features, including utility easements and above-ground utility equipment
5. The traffic flow shall be one-way, from North to South, and the building permit
review process shall include approval by staff of the location and configuration of the
curb cuts.
6. There shall be no encroachments, above or below ground, on the public utility
easements.
7. Modification of final approval of a conditional use permit may, upon application by
the permitee, be modified by the Planning and Zoning Commission:
A When changed conditions cause the conditional use to no longer conform to the
standards for its approval.
B. To implement a different development plan conforming to the standards for its
approval.
51
)
&
Sponsored by: Corbridge
CITY OF SEWARD, ALASKA
RESOLUTION 2006-31
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SEW ARD,ALASKA, AUTHORIZING THE SALE TO CAROL ROBERTS
OF A PORTION OF TRACT H, FOURTH OF JULY CREEKSUBDMSION
NUMBER 2 CONSISTING OF APPROXIMATELY 5.372 ACRES
WHEREAS, Seward City Code Section 7.05.120 authorizes the City Council to dispose of
real property by negotiation, public auction or sealed bid; and
WHEREAS, Carol Roberts submitted a request to purchase from the City the real property
described as a portion of Lot H, Fourth of July Creek Subdivision Number 2, Seward Recording
District, State of Alaska (the "Property"); and '
WHEREAS, the proposal before the City will result in placing the Property in private hands
and on the tax rolls of the City and the Kenai Peninsula Borough; and
WHEREAS, the City finds that it is in the public interest to convey the fee interest in the
Property to Carol Roberts for fair market value and pursuant to the terms of the Purchase and Sale
Agreement between the City and Carol Roberts, in substantial form as presented at this meeting.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, that:
Section 1. The recitals are hereby incorporated by reference. The City Council finds that it
is in the public interest to enter into a purchase and sale agreement with Carol Roberts by sole
source negotiation pursuant to the essential terms and conditions in the Purchase and Sale
Agreement presented at this meeting for the following described real property:
Currently described as a certain approximately 5.372 acres portion of
Tract H, Fourth of July Creek Subdivision Number. 2 and is further
described in the Preliminary Plat for Fourth of July Creek
Subdivision #3, Roberts Replat, which will be combined with the
adjacent parcel and will have a proposed legal description of: "Fourth
of July Creek Subdivision #3, Roberts Replat, Tract 2A", containing
approximately 16.022 acres, attached as Exhibit A hereto and
incorporated herein by reference.
~
CITY OF SEWARD, ALASKA
--RESOLUTION 2006-31
The final legal description is subject to plat approval by all necessary parties.
Section 2. The Property was recently appraised at $45,000 and such appraisal is accepted as
fair market value.
Section 3. The Purchase and Sale Agreement presented at this meeting is hereby approved
and the City Manager is hereby authorized to execute the Purchase and Sale Agreement in substantial
form as presented and to make such corrections and execute related documents as may be necessary
to fulfill the intent of this resolution on behalf of the City of Seward. Sale of the Property is
expressly conditioned upon replatting and other conditions stated in the Purchase and Sale
Agreement.
Section 4. This resolution shall take effect 30 days after passage and posting.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska this 28th
day of March, 2006.
THE CITY OF SEWARD, ALASKA
Vanta Shafer, Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Jean Lewis, CMC
City Clerk
(City Seal)
~ '"
53
COUNCIL AGENDA STATEMENT
Through:
March 28, 2006
Clark Corbridge, City Manager CfoJL 3 -17-0(,
Meeting Date:
Authorizing the sale to Carol Roberts of a
portion of tract H, Fourth of July Subdivision
number 2 consisting of approximately 5.372
acres
Agenda Item:
BACKGROUND & JUSTIFICATION:
Carol Roberts submitted a request to purchase from the City the real property described as a portion
of Lot H, Fourth of July Creek Subdivision Number 2, Seward Recording District, State of Alaska
(the "Property"). The City recently had the Property appraised and the result of the appraisal shows a
market value for the Property of $45,000.
Sale of the Property by the City will result in placing the Property in private ownership and on the
tax rolls of the City and the Kenai Peninsula Borough. No sale would occur until the buyer
completes a replat of the Property as required by borough ordinances.
Carol Roberts indicated she is willing to replat the Property, pay fair market value, and purchase the
Property according to the terms of the Purchase and Sale Agreement presented at this meeting.
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.
FISCAL NOTE:
Sale of the property will result in payment of $45,000 to the City and make the property subject
to annual property taxes.
Approved by Finance Department .)d.-i.....//- ~
RECOMMENDATION:
Council approves Resolution 2006- ~ authorizing the City Manager to enter into a Purchase
and Sale Agreement with Carol Roberts for a portion of Lot H, Fourth of July Creek Subdivision
No.2.
54
PURCHASE AND SAlE AGREEMENT
This Purchase and Sale Agreement ("Agreement") is made as of TBD between Carol
Roberts, a Married Woman ("Purchaser") and The City of Seward ("Seller"), organized
as a first class home-rule municipality under the laws of the State of Alaska.
Purchaser and Seller agree as follows:
1. Purchase and Sale:
Subject to the terms and conditions of this Agreement, Seller agrees to sell and
Purchaser agrees to purchase good and marketable title in fee simple to the real
property described as follows (the "Property"):
Currently described as a certain approximately 5.372 acres
portion of Tract H, Fourth of July Creek Subdivision Number.
2 and is further described in the Preliminary Plat for Fourth of
July Creek Subdivision #3, Roberts Replat, which will be
combined with the adjacent parcel and will have a proposed
legal description of: "Fourth of July Creek Subdivision #3,
Roberts Replat, Tract 2A", containing approximately 16.022
acres, attached as Exhibit A hereto and incorporated herein
by reference.
The final legal description is subject to plat approval by all necessary parties and
subject only to the "Permitted Exceptions" as defined in Section 5 below.
2. Purchase Price and Pavment Terms:
a. The purchase price for the Property shall be Forty five thousand dollars
($45,000), payable in immediately available funds. One thousand dollars ($1,000) (the
"Deposir) shall be paid to the Escrow Agent described in paragraph 4 upon Purchaser
signing and delivering this Agreement to the Seller. The balance of the purchase price
plus any other amounts due the Seller under this Agreement shall be paid to Seller at
Closing.
b. In addition to payment of the purchase price, Purchaser shall pay all costs
and fees, including but not limited to survey charges, filing and application fees,
certificate to plat costs, title insurance and recording fees, as may be necessary to
properly subdivide and plat the tract of land from which the Property to be purChased will
be created; provided, Purchaser shall only be responsible for paying fees and/or charges
for services and other items that are actually ordered directly or approved in advance by
Purchase Sales Agreement
April 2006
-Page 1 of9-
.....-
Purchaser. Should the sale fail to close for any reason, Purchaser shall not be
reimbursed by the Seller for any such costs related to the platting process.
e&t$:Ml{e and Sale Agreement
3. Referendum:
Under the charter and code of Seller, the resolution approving this Agreement
may be subject to a referendum and the sale approval may be voided. Nothing in this
Agreement shall affect or reduce the rights of the voters of the City of Seward to reject
the City Council's approval of this Agreement by referendum. Purchaser agrees that it
shall have no rights under this Agreement unless and until a resolution is approved by
the voters of the City of Seward (in the event a referendum petition is timely filed and
accepted). Purchaser shall not be entitled to any damages or other relief against the
Seller in the event the resolution is not approved by the voters. If the resolution
approving this Agreement is voided by such referendum action, this Agreement shall
terminate, the Deposit shall be returned to Purchaser, and neither party shall have any
further obligation hereunder.
4. Closina:
The parties shall cause an escrow (the "Escrow") to be established with First
American Title Company of Alaska - Seward Office ("Escrow Agent'). Consummation of
the sale (the "Closing") shall take place through the Escrow at the offices of the Escrow
Agent, or such other place as Seller and Purchaser agree in writing. Purchaser shall be
given One Hundred Eighty (180) days from the effective date of the resolution approving
the sale to complete the subdivision and platting process to create the parcel to be the
Property and to close this transaction. Closing of the transaction shall occur within thirty
(30) days from: (i) Purchaser's completion of all items necessary to create the
subdivision and plat of the Property; or (ii) expiration of the legal timeframe for validly
initiating a petition for referendum (or if applicable, referendum vote), whichever occurs
later. In the event this transaction is not closed within One Hundred Eighty (180) days of
the effective date of the resolution approving this transaction, this Agreement shall
terminate unless extended in writing by mutual agreement of the parties. Notwithstanding
the foregoing, the Seller and Purchaser shall cause the following to occur at the Closing:
A Quit Claim Deed conveying the Property (including after acquired title) to
Purchaser, duly executed and acknowledged by Seller, shall be recorded in the Records
of the Seward Recording District, Third Judicial District, . State of Alaska.
a. Purchaser shall pay to Seller the amount set forth in section 2 of this
Agreement.
b. The title company shall issue to Purchaser the title insurance policy
described in section 7 of this Agreement.
5. Title:
Seller will deliver to Purchaser, at Purchaser's expense, a commitment for title
Purchase Sales Agreement
April 2006
-Page 2 af9-
..' '-
~.",.
:lfi
insurance (the "Preliminary Commitmenf') preliminary to the issuance of the title policy
referred to in paragraph 7 of this Agreement, together with copies of all underlying
exceptions described in the Preliminary Commitment. The Property is to be sold and
conveyed subject to: (a) title to the Property being vested solely in Seller and in Seller's
name, and (b) reservations, restrictions and easements as disclosed in the Preliminary
Commitment and approved by Purchaser. Purchaser shall be entitled to object to any
exceptions stated in the Preliminary Commitment by delivering written notice to Seller
and Escrow Agent on or before fifteen (15) days after the receipt of the Preliminary
Commitment, supplemented with the copies of the underlying exceptions described
therein, which notice shall specify the matters to which Purchaser objects. If Purchaser
objects to any such matters, Seller shall have fifteen (15) days after receiving written
notice from Purchaser to attempt to eliminate the matters to which Purchaser has
objected or to cause Escrow Agent to insure over said matters. Seller shall notify
Purchaser in writing, within the thirty (30) day period, if Seller is unable or unwilling to
eliminate said matters or cause Escrow Agent to insure over said matters. Purchaser
may then elect, by written notice to Seller and Escrow Agent, either to waive the
objectionable matters and proceed to Closing or to terminate this Agreement and
receive a refund of the Deposit, and the parties shall have no further obligations to each
other under this Agreement. With respect to any amendments or updates to the
Preliminary Commitment prior to Closing, if there are any exceptions or matters not
previously disclosed to which Purchaser objects, Purchaser may then elect to object to
said matters as provided above; to terminate the Agreement and receive a refund of the
Deposit; or waive the objectionable matters and proceed to Closing.
Permitted ExceDtions: Notwithstanding the immediately preceding paragraph,
Purchaser may not object to any of the following title matters: real property taxes or
assessments due after Closing; the restrictive covenant regarding removal of vegetation
in Section 12 herein; those certain plat notes and restrictions included by Seller in the
subdivision and platting documents as necessary to conform with the requirements of
state and local law; easements consistent with Purchaser's intended use of the
Property; reserved mineral rights; and rights reserved to federal patents. All items to
which Purchaser does not object under the immediately preceding paragraph, plus all
items described in this paragraph, are referred to herein as "Permitted Exceptions..
6.
Deed'
-'
Title to the Property shall be conveyed to Purchaser by a Quit Claim Deed (the
"Deed") duly executed by Seller and recorded at the Closing. The Deed shall be in the
form and content acceptable to Seller and Purchaser, conveying to Purchaser good and
marketable title consisting of a fee simple interest subject only to the Permitted
Exceptions.
7. Deliverv of Title Policv.
At Closing, or as soon as practical thereafter, Seller shall cause to be delivered to
Purchaser the owner's title insurance policy required by this Agreement, which policy
shall insure Purchaser's fee simple interest in the Property in the amount of the
Purchase price, and which shall contain no exceptions other than the general exclusions
Purchase Sales Agreemcot
April 2006
.Page 3 of 9-
57
and exceptions common to the form of policy issued, and the Permitted Exceptions.
8. Closina Costs:.
All Clo~ing costs of the transaction, unless othelViise provided in this Agreement,
shall be divided as follows:
Seller shall pay the following Closing costs:
a. Any outstanding or pending assessments or liens
b. Seller's attorney fees and costs
c. Real Property taxes will be prorated to date of closing and if applicable.
paid through escrow .
Purchaser shall pay the following Closing costs:
a. All recording fees
b. All document preparation fees
c. All escrow closing fees
d. Owner's standard coverage title insurance described herein (Required)
e. Any AL TA title insurance policies desired by Purchaser (Optional)
f. All Purchaser's attorney fees and costs
g. All appraisals, commitment fees, points. and financing costs
h. Real Property taxes will be prorated to date of closing and, if applicable,
paid through escrow
i. All costs not otherwise specified but related to this transaction and not
otherwise agreed to be paid by the Seller
Notwithstanding the above. if the escrow fails to close due to the default of a
party, the defaulting party shall pay any escrow and title policy cancellation fees.
From the date of mutual acceptance of this Agreement until Closing, Seller shall
agree to maintain the Property in its present condition.
9. Seller's Conditions Precedent:
The parties acknowledge that the Seller's obligation to close on the purchase of
the Property shall be subject to the following:
a. Receipt of approval by Purchaser of Purchaser's inspection of the
Property not revealing any basis upon which Purchaser timely terminates
this Agreement as provided in paragraph 10 below.
b. Approval of this Agreement by The City Council for the City of Seward
and approval by voters in a referendum election, if any.
c. No litigation or other claim which has any probability or reasonable
likelihood of success, challenges or controverts the Purchaser's action to
acquire the Property.
Purchase Sales Agreement
April 2006
-Page 4 of9-
h~
d. Completion by Purchaser of all items necessary to subdivide and plat the
Property to be purchased.
e. Purchaser to pay all amounts required by this Agreement.
10. ---Inspection:----
Purchaser, her agents and contractors, shall be given reasonable access to the
Property to conduct such tests and inspections as Purchaser deems appropriate;
provided, however, Purchaser shall give Seller reasonable notice of Purchaser's
intention to access the Property. If Purchaser reasonably determines from the
inspections or testing that any condition of the Property does not meet Purchaser's
satisfaction, Purchaser shall have the right within thirty (30) days after the effective date
of this Agreement to object to such matter by delivering written notice to Seller
specifying the matters to which Purchaser objects. Seller shall have twenty (20) days
after receipt of the written notice to cure the deficiency, at Seller's expense. Seller shall
notify Purchaser in writing, within the twenty (20) day period, if Seller is unable to cure
the deficiency. Purchaser may then elect, by written notice to Seller, either to waive the
objectionable matter and proceed to Closing or to terminate this Agreement and the
parties shall have no further obligation to each other under this Agreement.
11. prooertv Acceoted "As-is".
Purchaser acknowledges that she has inspected the Property and accepts the
same "as-is" and without reliance on any expressed or implied representations or
warranties of Seller or agents of Seller, as to the actual physical condition or
characteristics thereof of the Property.
Seller expressly makes no warranties as to the physical condition of the Property
and all inspection obligations rest with the Purchaser.
Purchaser shall provide at her own cost, on-site septic system and water and fire
protection.
12. Restrictive Covenant.
During the construction of any improvements on the Property, Purchaser shall
exercise as much care as is reasonably possible to retain natural vegetation, trees,
shrubs, and other similar growth. In no event shall more than thirty percent (30%), on a
square foot basis, of the natural vegetation, trees, and shrubs on the Property, be
removed from the Property. Clearing of vegetation or trees and the like for purposes
other than as reasonably necessary for construction, and reasonable and ordinary
ownership, use, and enjoyment of the Property, shall be limited to the removal of dead or
dangerous trees and limbs. The preceding restrictions shall be placed in the Deed, plat,
and/or recorded, in Seller's discretion, as a restrictive covenant against the Property.
13. Remedies:
a. If Purchaser (a) fails, without legal excuse, to complete the purchase of the
Purchase Sales Agreement
April 2006
-Page S of9-
,. r t;Q
Property, or (b) otherwise defaults under this Agreement, Seller shall be entitled to retain
the one thousand dollars ($1,000) Deposit deposited by Purchaser with the Escrow
Agent pursuant to Section 2.a above, and such retention by Seller of this one thousand
dollars ($1,000) Deposit shall be the sole and exclusive remedy available to Seller for
such failure or default by Purchaser; provided, however, Purchaser shall remain
responsible to pay all subdivision and platting costs owed to the Seller or third parties
and Purchaser shall not be reimbursed by Seller for any subdivision and platting costs
already paid by Purchaser.
b. If Seller fails, without legal excuse, to complete the sale of the Property,
then the Deposit shall be retumed to Purchaser. Retum by Seller of the one thousand
dollars ($1,000) Deposit to Purchaser shall be the sole and exclusive remedy available
to Purchaser for such failure or default by Seller. All costs relating to subdivision and
platting shall remain the responsibility of Purchaser.
14. Costs and Fees:
If either party institutes suit concerning this Agreement, the substantially
prevailing party shall be entitled to its attorneys' fees and costs.
15. Waiver:
No delay in exercising any right or remedy shall constitute a waiver thereof, and
no waiver by Seller or Purchaser of a breach of any covenant of this Agreement shall be
construed as a waiver of any preceding or succeeding breach of the same or any other
covenant or condition of this Agreement.
16. Assianment:
This Agreement is binding on the heirs, successors, and assigns of the parties,
but shall not be voluntarily assigned by either party without prior written consent of the
other party, which consent shall not be unreasonably withheld.
17. Commissions:
Each party represents and warrants to the other that it has not engaged the
services of any broker, finder or other person who would be entitled to any commission
or fee in respect to the subject matter of this Agreement and each shall indemnify the
other against any loss, cost, liability or expense incurred by the other as a result of any
claim asserted by any such broker, finder or other person on the basis of any brokerage
or similar arrangement or agreement made or alleged to have been made.
18. Notices:
No notice, consent, approval or other communication provided for herein or given
in connection with this Agreement shall be validly given, made, delivered or served
unless it is in writing and delivered personally, sent by overnight courier or sent by
registered or certified United States mail, postage prepaid, with return receipt requested
to:
Seller:
Purchase Sales Agreement
Apri12006
-Page 6 of 9-
GO
Purchaser: City of Seward
P. O. Box 167
Seward, Alaska 99664
A TIN: City Manager
Carol Roberts
POBox 1175
Seward, Alaska 99664
or to such other addresses as either party may from time to time designate in writing and
deliver in a like manner to the other party. Notices, consent, approvals, and
communications given by mail shall be deemed delivered upon the earlier of three days
after deposit in the United States mail in the manner provided above or immediately
upon delivery to the respective addresses set forth above, if delivered personally or sent
by overnight courier.
19. Entire Aareement:
This document and its attachments contain the entire Agreement between the
parties. It may not be modified except in writing and signed by all parties.
20. Construction of Aareement:
Tha captions of the paragraphs of this Agreement are for convenience only and
shall not govem or influence the interpretation hereof. This Agreement is the result of
negotiations between the parties and, accordingly, shall not be construed for or against
either party regardless of which party drafted this Agreement or any portion thereof.
21. Survivina Covenants:
The provisions of this Agreement shall survive the delivery of the Deed.
22. Time is of the Essence:
Time is of the essence of this Agreement.
23. Exclusive Aareement
This Agreement shall constitute an exclusive arrangement between the parties.
Seller shall not market, sell, negotiate for the sale of, or conveys the Property to any
other person, provided that Purchaser has not delivered notice that it will not close due
to an unsatisfied condition.
24. Controllina Law and Venue:
This Agreement shall be govemed by, construed under and enforced in
accordance with the laws of the State of Alaska, and venue for actions between the
parties arising out of or related to this Agreement shall be in the Alaska Superior Court,
Third Judicial District, Anchorage, Alaska.
Purchase Sales AgreementoApril 2006
-Page 7 of9- .
. r~l
25. Further Assurances:
Whenever requested to do so by the other party, Seller or Purchaser promptly and
expeditiously shall execute, acknowledge and deliver any and all such conveyances,
assignments, confirmations, satisfactions, releases, instruments of further assurance,
approvals, consents and any and all further instruments and documents as may be
reasonably necessary, expedient, or proper in order to complete any and all
conveyances, transfers, sales, and assignments herein provided, and to do any and all
other reasonable acts and to execute, acknowledge and deliver any and all documents
as so reasonably requested in order to carry out the intent and purpose of
Purchase Sales Agreement
April 2006
-Page 8 of9-
t'0
{;Iv",
d.
this Agreement, including but not limited to subdividing and platting the tract containing
the Property and the parcel to be the Property.
26. Possession:
Purchaser shall receive possession of the Property at the closing and recording of
the Quit Claim deed.
Executed this TSD day of TBD.TBD.
Seller:
The City of Seward, Alaska
Purchaser:
Carol Roberts
Clark Corbridge,
City Manager
Carol Roberts
ATTEST:
~WdJ:~~SI l;M\;
(City Seal)
Purchase Sales Agreement
April 2006
-Page 90f9-
,J '..
63
City Owned
Lot 1 U.S.S. 3294
North
Roberts Prope y
Lot 2 U.S.S. 3 9
Proposed Sale Property
of 5.372 Acres
Current
City Owned Parcel
Tract H, Fourth of July
Creek Subdivision No 2
City owned-l
Tract H, Fourth of July Creek ,
Subdivision, No 2, .b9t 1 1
Sponsored by: Corbridge
CITY OF SEWARD, ALASKA
RESOLUTION 2006-32
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, AUTHORIZING THE LEASE OF LAND TO THE SEWARD
RACING LIONS CLUB OF THE REAL PROPERTY DESCRIBED AS 14534028,
BLOCK 5 FOURTH OF JULY CREEK SUB. SEWARD MARINE INDUSTRIAL
CENTER; 14534044, FOURTH OF JULY CREEK SUB. SEWARD MARINE
INDUSTRIAL CENTER SUB. UNSUBDlVIDED REMAINDER OF BLOCK 6;
14534042 FOURTH OF JULY CREEK SUB. SEWARD MARINE INDUSTRIAL
CENTER ADDN. NO.1 LOT 2 BLOCK 6; 14534043 FOURTH OF JULY CREEK
SUB. SEWARD MARINE INDUSTRIAL CENTERADDN. NO.1 LOT 3 BLOCK
6; AND 14534029 FOURTH OF JULY CREEK SUB. SEWARD MARINE
INDUSTRIAL CENTER LOT 1 BLOCK 6
WHEREAS, Seward City Code Section 7.05.120 authorizes the City Council to dispose of
real property by negotiation, public auction or sealed bid; and
WHEREAS, the Seward Racing Lions Club submitted a request to lease land from the City
to use as a racetrack; and
WHEREAS, the Seward Planning and Zoning Commission approved the use of the land as a
racetrack as an unlisted use, subject to conditions stated in its Resolution 2005-13 adopted May 4,
2005; and
WHEREAS, the City finds that it is in the public interest to lease the land to the Seward
Racing Lions Club for less than fair market value and pursuant to the terms of a Lease Agreement in
substantial form as presented at this meeting.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, that:
Section 1. The recitals are hereby incorporated by reference. The City Council fmds that it
is in the public interest to enter into a lease agreement with the Seward Racing Lions Club by sole
source negotiation pursuant to the essential terms and conditions in the form of lease presented at
this meeting.
Section 2. The form of Lease Agreement presented at this meeting is hereby approved and
the City Manager is hereby authorized to execute the Lease Agreement in substantial form as
attached hereto and to make such corrections and execute related documents as may be necessary to
t"!.. ....
V';)
CITY OF SEWARD, ALASKA
RESOLUTION 2006-
fulfill the intent of this resolution on behalf of the City of Seward.
Section 3. This resolution shall take effect 30 days after passage and posting.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska this 28th day
of March 2006.
THE CITY OF SEWARD, ALASKA
Vanta Shafer, Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Jean Lewis, CMC
City Clerk
(City Seal)
./ .
66
Council Agenda Statement
Agenda Item:
Entering into a lease agreement with the Seward Rating
Lions Club for land as destribed helow in the Fourth of
July Creek Subdivision, Seward Marine Industrial
Center
.
Through:
Marth 28, 2006
Clark Corbridge, City Manager {J,J., 3 .'7 -r;(,
Mecmng Date:
BACKGROUND & JUSTIFICATION:
The Seward Racing Lions Club asked the City for pennission to use a portion of City .owned land to
operate a racetrack for certain motorized vehicles. The property is described as:
Description of Leased Land. The Leased Land is located in the City of Seward, Alaska. The
Leased Land is described as follows:
14534028, Block 5, Fourth of July Creek Subdivision; Seward Marine Industrial
Center (containing approximately 4.28 acres)
14534044, unsubdivided remainder of Block 6, Fourth of July Creek Subdivision;
Seward Marine Industrial Center (containing approximately 6.08 acres)
14534042, Lot 2 Block 6, Fourth of July Creek Subdivision; Seward Marine Industrial
Center Addn. No.1 (containing approximately 1.07 acres)
14534043, Lot 3 Block 6, Fourth of July Creek Subdivision; Seward Marine Industrial
Center Addn. No.1 (containing approximately .60 acres)
14534029, Lot 1 Block 6, Fourth of July Creek Subdivision; Seward Marine Industrial
Center (containing approximately .23 acres)
All within the Seward Recording District, Third Judicial District, State of Alaska,
collectively the "Leased Land."
The Leased Land contains approximately 12.26 acres and is generally depicted on
the attached Exhibit A, which is. incorporated herein by reference.
, '.
67
Resolution 2006-
Page Two
The Seward Planning and Zoning Commission passed its Resolution 2005-13 on May 4, 2005,
authorizing the operation of a racetrack as an unlisted use, subject to specified conditions. Exhibit B
to the fonn of the Lease presented at this meeting incorporates the conditions stated in Resolution
2005-13. The City recognizes that a race track fulfills a service in the community and supports
leasing the property for the purpose of a racetrack to be operated by the Seward Racing Lions Club.
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.
FISCAL NOTE:
This Lease is for a tenn of one year commencing April 26, 2006. The annual lease rental for the
tenn of this Lease is $1.00.
Approved by Finance Department
~~
RECOMMENDATION:
Council approve Resolution 2006-~ authorizing the City Manager to enter into a lease in
substantial fonn as presented at this meeting, with Seward Racing Lions Club for land in the
Fourth of July Creek Subdivision to operate a race track.
~ '- 68
LEASE AGREEMENT
between
CITY OF SEWARD, ALASKA
and
SEWARD RACING LIONS CLUB
#68816
Effective Date: r ]
69
TABLE OF CONTENTS
ARTICLE 1 - LEASED LAND.................................................................................................... 1
1.1 Description of Leased Land.................................................................................... 1
1.2 Covenant of Quiet Enjoyment; Warranty of Title .................................................~. 2
1.3 Survey of Leased Land ............................................................................................2
1.4 Property Accepted................................................................................................... 3
1.5 Permits ......................................... ................ ................................... ........... ............. 3
1.6 Plotting....... .......... ........... ........................................................................................ 3
ARTICLE 2 - LEASE TERM...................................................................................................... 3
2.1 Lease Term .............................................................................................................. 4
2.2 Lease Subject to Referendum .................................................................................. 4
ARTICLE 3 .............................................................................. ................. .......;............................ 4
3.1 Use of Leased Land................................................................................................. 4
3.2 Obligations of LESSEE ....................... ......................................................... ........... 4
3.3 No Preferential Rights to Use Public Facilities ..................................................... 4
3.4 Adequacy of Public Facilities .................................................................................5
3.5 Tariffs and Other Service Fees ............................................................................... 5
3.6 Time for Payment of Utilities and Taxes................................................................. 5
3.7 Other Uses ................................. .............................. ....... ........................................ 5
ARTICLE 4 - UTILITIES AND RIGHTS OF ACCESS.......................................................... 5
4.1 Utilities........... ......................................................................................................... 5
4.2 Third-Party Improvements ...................................................................................... 6
4.3 Easements .................................... ............................................ ............................... 6
ARTICLE 5 - CONSTRUCTION BY LESSEE......................................................................... 7
5.1 Improvements on Leased Land ............................................................................... 7
5.2 City Review of Construction ................................................................................... 8
ARTICLE 6 - RETURN OF LEASED LAND/SITE CONDITIONS ...................................... 8
6.1 Return of Leased Land in Original Condition ........................................................ 8
6.2 Return of Leased Land in Different Condition ....................................................... 9
ARTICLE 7 - FORCE MAJEURE ............................................................................................. 9
ARTICLE 8 - LESSEE'S ACTS OF DEF AUL T ....................................................................... 9
ARTICLE 9 - REMEDIES FOR DEF AUL T BY LESSEE .................................................... 10
ARTICLE 10 - TITLE TO IMPROVEMENTS INSTALLED BY LESSEE ....................... 12
10.1 Real Property Improvements ................................................................................ 12
10.2 Personal Property ................................................................................................. 12
ARTICLE 11 - ASSIGNMENT OR SUBLEASE .................................................................... 12
11.1 Assignment of Lease or Subleasing....................................................................... 12
11.2 Assignment of Lease for Security .......................................................................... 13
11.3 Assignment to Affiliate .......................................................................................... 14
ARTICLE 12 - LESSEE'S DUTY TO DEFENDIINDEMNIFY ............................................14
LEASE AGREEMENT between CITY OF SEW ARD,ALASKA and SEWARD RACING UONS CLUB
APRIL 2006
-PAGE iOF 30-
1\l
ARTICLE 13 - CITY'S DUTY TO DEFENDIINDEMNIFY .................................................14
ARTICLE 14 - INSURANCE .................................................................................................... 14
14.1 Minimum Insurance Requirements ....................................................................... 14
14.2 Subrogation Rights Waived................................................................................... 15
ARTICLE 15 - CONDEMNATION .......................................................................................... 16
ARTICLE 16 _ ARBITRATION ...............................................................................................17
16.1 Arbitration ................................. ....... ............................. ......... ............ .................. 17
ARTICLE 17 - MAINTENANCE AND REPAIRS ................................................................. 18
17.1 Normal Maintenance ............................................................................................ 18
17.2 Safety Issues ........................................................................................................... 18
17.3 Cost of Repairs...................................................................................................... 19
ARTICLE 18 _ ENVIRONMENTAL CONCERNS ................................................................ 19
18.1 Hazardous Materials ............................. ................................................ ............... 19
18.2 Permits and Reporting .......................................................................................... 21
ARTICLE 19 _ ESTOPPEL CERTIFICATES ........................................................................ 22
ARTICLE 20 - CONDITIONS AND COVENANTS .............................................................. 22
ARTICLE 21 - NO WAIVER OF BREACH ........................................................................... 22
ARTICLE 22 - TIME OF THE ESSENCE .............................................................................. 23
ARTICLE 23 _ COMPUTATION OF TIME........................................................................... 23
ARTICLE 24 _ SUCCESSORS IN INTEREST .......................................................................23
ARTICLE 25 - ENTIRE AGREEMENT .................................................................................23
ARTICLE 26 _ GOVERNING LAW........................................................................................ 23
ARTICLE 27 - PARTIAL INVALIDITY................................................................................. 23
ARTICLE 28 _ RELATIONSHIP OF PARTIES .................................................................... 24
ARTICLE 29 _ INTERPRETA TION........................................................................................ 24
ARTICLE 30 _ CAPTIONS ....................................................................................................... 24
ARTICLE 32 _ AMENDMENT .................................................................................................24
ARTICLE 32 _ NOTICES ...................... ............................................................................... ..... 24
ARTICLE 33 _ FIRE PROTECTION.......................................................................................25
EXHIBIT A: Leased Land
EXHIBIT B: Use and Development of the Leased Land
LEASE AGREEMENT between CITY OF SEW ARD,ALASKA and SEWARD RACING LIONS CLUB
APRIL 2006
-PAGE ii OF 30-
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11
LEASE AGREEMENT
TIDS LEASE AGREEMENT (the "LEASE") is made by and between the CITY OF
SEWARD (the "CITY"), a municipal corporation located in the Kenai Peninsula Borough, State of
Alaska, whose mailing address is P.O. Box 167, Seward, Alaska 99664 and SEWARD RACING
LIONS CLUB #68816 (the "LESSEE"), whose mailing address is P.O. Box . Seward Alaska
99664.
WHEREAS, the City Council of CITY has determined that continued lease of the Leased
Land (as defmed below) to LESSEE for the purposes described herein would be in the public
interest; and
WHEREAS, it is the intent of this LEASE to transfer from CITY to LESSEE the entire
burden of compliance with present or future environmental regulations or controls with respect to
LESSEE's operations on the Leased Land during the lease term.
NOW THEREFORE, for and in consideration of the mutual promises and covenants
hereinafter contained, the parties hereto agree as follows:
ARTICLE 1 - LEASED LAND
1.1 Description of Leased Land. The Leased Land is located in the City of Seward, Alaska. The
Leased Land is described as follows:
14534028, Block 5, Fourth of July Creek Subdivision, Seward Marine Industrial
Center (containing approximately 4.28 acres)
14534044, unsubdivided remainder of Block 6, Fourth of July Creek Subdivision,
Seward Marine Industrial Center (containing approximately 6.08 acres)
14534042, Lot 2 Block 6, Fourth of July Creek Subdivision, Seward Marine Industrial
Center Addn. No.1 (containing approximately 1.07 acres)
14534043, Lot 3 Block 6, Fourth of July Creek Subdivision, Seward Marine Industrial
Center Addn. No.1 (containing approximately .60 acres)
14534029, Lot 1 Block 6, Fourth of July Creek Subdivision, Seward Marine Industrial
Center (containing approximately .23 acres)
All within the Seward Recording District, Third Judicial District, State of Alaska,
collectively the "Leased Land."
LEASE AGREEMENT between CIlY OF SEW ARD,ALASKA and SEWARD RACING LIONS CLUB
APRIL 2006
-PAGE 1 OF 30-
~2.
I
The Leased Land contains approximately 12.26 acres and is generally depicted on the attached
Exhibit A, which is incorporated herein by reference. The legal description is as follows:
14534028, BLOCK 5 FOURTH OF JULY CREEK SUB. SEWARD MARINE
INDUSTRIAL CENTER; 14534044, FOURTH OF JULY CREEK SUB.
SEWARD MARINE INDUSTRIAL CENTER SUB. UNSUBDNIDED
REMAINDER OF BLOCK 6; 14534042 FOURTH OF JULY CREEK SUB.
SEWARD MARINE INDUSTRIAL CENTER ADDN. NO.1 LOT 2 BLOCK 6;
14534043 FOURTH OF JULY CREEK SUB. SEWARD MARINE
INDUSTRIAL CENTER ADDN. NO.1 LOT 3 BLOCK 6; AND 14534029
FOURTH OF 1UL Y CREEK SUB. SEWARD MARINE INDUSTRIAL
CENTER LOT 1 BLOCK 6
1.2 Covenant of Quiet Enjoyment; Warranty of Title. Subject to the encumbrances as of the date
hereof, any reasonable restrictions imposed on the Leased Land as part of recording of a plat
by CITY, and the provisions of this LEASE, CITY hereby covenants and warrants that:
a) LESSEE shall have the quiet enjoyment and possession of the Leased Land for the
full term of this LEASE;
b) CITY is unaware of any prior conflicting use of the Leased Land that would
adversely affect LESSEE's intended use of the subject parcel.
1.3 Survey of Leased Land. If not completed prior to execution of this LEASE, within ninety
(90) days from the date of this LEASE, LESSEE, at its sole cost, will cause the Leased Land
to be surveyed and replatted by a land surveyor registered in the State of Alaska. A copy of
the drawing and description of the Leased Land based upon this survey shall be attached to
this LEASE as Exhibit B and shall be incorporated herein by reference. In such event, the
description of the Leased Land in Exhibit B shall supersede the description in Exhibit A, and
shall be considered the correct description of the Leased Land for all purposes under this
LEASE. LESSEE shall provide CITY a copy of any and all surveys within ten (10) days of
LESSEE's receipt of any and all surveys. CITY shall have the right to comment upon any
and all surveys, but the exercise of this right shall not imply any obligation to do so or any
obligation to do so in any particular way. If CITY objects to the surveyor's conclusions in the
survey, CITY may give written notice to LESSEE of CITY's objection within thirty (30) days
of receipt of the survey. CITY shall then engage a second land surveyor registered in the
State of Alaska at CITY's expense to make a second survey of the Leased Land. CITY shall
provide LESSEE a copy of the second survey within ten (10) days of CITY's receipt of the
second survey. Unless CITY and LESSEE agree which survey is acceptable, the acceptable
LEASE AGREEMENT between CITY OF SEW ARD,ALASKA and SEWARD RACING UONS CLUB
APRIL 2006
-PAGE 2 OF 30-
iM.~
.~
survey shall be determined in accordance with the arbitration provisions contained in Article
16 of this LEASE.
1.4 Property Accepted "As-is. " LESSEE acknowledges that it has inspected the Leased Land and
accepts the same lias-is" and without reliance on any expressed or implied representations or
warranties of CITY (other than the representations in Section 1.2 hereof), or agents of CITY,
as to the actual physical condition or characteristics thereof and the legal description or
depiction of the Leased Land in Section 1.1 or Exhibit A hereto.
1.5 Permits. LESSEE, at its sole cost, shall obtain all permits necessary to the construction and
operation of its facilities on the Leased Land. CITY may from time to time, upon request of
LESSEE, execute such documents, petitions, applications and authorizations as may be
necessary, as the underlying fee owner, to file with an agency or public body responsible
therefore an application for conditional use permits, zoning and re-zoning, tentative and final
tract approval, or precise plan approval that may be required for the lawful construction and
operation of the facilities of LESSEE permitted on the Leased Land by the terms of this
LEASE. However, nothing in this Section shall be construed as requiring CITY to support or
approve any such application or permit requests. If the agency or public body responsible to
approve or grant such application or permit request is a City of Seward agency, department,
or board, LESSEE shall follow all City of Seward procedures, the same as any other
applicant making similar requests of the City of Seward, according to the Charter,
ordinances, resolutions, or any regulation, rules or procedures of the City of Seward.
Nothing in this Section imposes any duty or responsibility on CITY to assist LESSEE in
obtaining any other permits or approvals, including without limitation those required by the
U.S. Army Corps of Engineers (e.g., wetland fill permits), the Environmental Protection
Agency (e.g., Clean Air Act permits), the Alaska Department of Public Facilities and
Transportation (e.g., right-of-way permits), the Alaska Department ofFish and Game, and
the Alaska Department of Environmental Conservation.
1.6 Platting. In the event CITY elects to replat, CITY agrees to include the Leased Land in such
replat in accordance with the description prepared by LESSEE under Section 1.3 herein. If
LESSEE requests a replat of the Leased Land prior to that time, CITY shall assist LESSEE in
the preparation and filing of the replat, and LESSEE shall reimburse CITY for CITY's costs
in assisting with the preparation and filing of the replat. LESSEE agrees to sign the plat and
any other documents necessary to complete the platting or replatting of any area including all
or a portion of the Leased Land. LESSEE shall accept reasonable restrictions, easements. or
plat notes as may be required by CITY or other governmental authorities as a condition to
filing the plat of the Leased Land or the plat of CITY -owned real property adjacent to the
Leased Land.
ARTICLE 2 - LEASE TERM
LEASE AGREEMENT between CITY OF SEW ARD,ALASKA and SEWARD RACING UONS CLUB
APRIL 2006
-PAGE 3 OF 30-
.,J .....
74
2.1 Lease Term. The term of this LEASE (the "Lease Term") shall be in accordance with CITY's
authorization Resolution No. 2006- (the "Resolution"). The Lease Term shall
commence on the date this LEASE is signed by CITY and that date shall be the effective date
of this LEASE (the "Effective Date"). Subject to Section 2.2 below, the Lease Term shall
run for one year from the Effective Date.
2.2 Lease Subject to Referendum. LESSEE understands and assumes the risk that under the
Charter and Code of CITY this LEASE may be voided by referendum. LESSEE agrees that
if the Resolution approving this LEASE is the subject of a referendum petition filed with the
Clerk of CITY, LESSEE shall have no rights unqer this LEASE: unless and until the
Resolution is approved by the voters of the City of Seward, and LESSEE shall not be entitled
to any damages or any other relief against CITY in the event the Resolution is not so
approved.
ARTICLE 3 - USE OF LEASED LAND
3.1 Use of Leased Land. CITY has limited land available for lease. Use of the Leased Land by
LESSEE has been determined by the City Council ofCITYtb be in the public interest.
3.2 Obligations of LESSEE. LESSEE may use the Leased Land only in accordance with
applicable CITY zoning code provisions and provided the following conditions are met:
a) The Leased Land is to be completely cleaned and restored to its original condition,
that is, the ~ondition existing prior to this LEASE or in better condition upon
termination of this LEASE.
b) LESSEE agrees to prohibit the use, keeping, stomge, or disposal of Hazardous
Materials on the Leased Land except as permitted in Article 18 of this LEASE.
c) LESSEE shall not use the Leased Land in any manner or construct any facilities
thereon which would inhibit the use of adjacent or other lands.
d) LESSEE shall opemte a mcetmck on the Leased Land in accordance with Resolution
No. 2005-13 of the Seward Planning and Zoning Commission and Exhibit B hereto.
Any changes to this site require CITY approval, through the City Manager, prior to
additional construction. LESSEE's failure to obtain CITY approval of any changes to
the site development plan or LESSEE's failure to install the improvements according
to the site development plan shall be a LESSEE Act of Default under this LEASE.
3.3 No Preferential Rights to Use Public Facilities. This LEASE does not grant to LESSEE any
LEASE AGREEMENT between CITY OF SEW ARD,ALASKA and SEWARD RACING LIONS CLUB
APRIL 2006
-PAGE 4 OF 30-
I
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t"'I:;
Iv
exclusive rights to use any public port facilities constructed or operated by CITY. LESSEE
will be subject to any tariffs, procedures, rules and regulations of CITY concerning the use of
such facilities as they may now exist or from time to time be amended, and LESSEE shal1 not
be entitled to any exclusive use.
3.4 Adequacy of Public Facilities. CITY makes no representations or warranties as to the fitness
of any particular part or the whole of CITY's public facilities for the uses intended by
LESSEE, and LESSEE has inspected those facilities and has satisfied itself that the facilities
are sufficient for the intended uses by LESSEE. CITY makes no representations or
warranties of any nature with respect to the commercial practicability or accuracy of any
information provided by CITY.
3.5 Tariffs and Other Service Fees. CITY shall have the right to make amenclmeJ;lts to its tariffs,
regulations and scheduled fees from time to time even if those adjustinents shall cost
LESSEE more for its operations or use of public facilities, and CITY is free to do so
provided only that it does not impose any greater burden or higher rate upon LESSEE than
upon any other similar user of the public facilities.
3.6 Time for Payment of Utilities and Taxes. LESSEE will pay for utilities and taxes related to
operations on the Leased Land and LESSEE's iIlterest in this LEASE and improvements
thereon, if any, before such obligations become delinquent; provided that LESSEE may, in
good faith and before such delinquency, contest any such charge or assessment
3.7 Other Uses. This LEASE shall not preclude the CITY from actively seeking other and
additional tenants for spac~j11Cluding those who would be in competition with LESSEE or
who might be interested in leasing the Leased Land should this LEASE be tenninated for any
reason.
ARTICLE 4 - UTILITIES AND RIGHTS OF ACCESS
4.1 Utilities. LESSEE, at LESSEE's sole cost and expense, shall provide for the extension of
public utilities to the Leased Land sufficient for LESSEE's intended operations. In so doing,
LESSEE shall comply with all CITY regulations and requirements, and the tariffs of the
affected utilities, with respect to the construction of those utilities. CITY agrees to cooperate
and assist the LESSEE, through consultation and review, in LESSEE's planning and
engineering of those improvements. All utilities will be located and sized in accordance to
CITY's Master Plan for the area leased. All such construction shall be in compliance with all
applicable building, mechanical and fire codes. Utilities constructed by the LESSEE within
the public right-of-ways or within public utility easements will normally be accepted and
maintained by CITY or utility companies may be used to serve other customers of LESSEE's
without payment of fees or reimbursement of construction cost to the LESSEE. However,
LEASE AGREEMENT between CIlY OF SEW ARD,ALASKA and SEWARD RACING LIONS CLUB
APRIL 2006
-PAGE S OF 30-
76
this does not preclude severa1lessees from agreeing to share the cost of constructing a utility
to serve their facilities. CITY or other utility company may determine that it would be to
their benefit to oversize the utility or install special fittings or equipment in order to serve
other existing or future users. The additional direct costs of such over sizing shall be bome
by CITY or other utility company. Such costs shall be limited to the supplier's cost of the
additional fittings, equipment, direct labor, and equipment costs to complete the installation.
The costs of over sizing pipe or electrical conduit shall be limited to the difference between
the supplier's price to provide the size required to serve its facility and the price of the
oversized material required by CITY or utility company.
LESSEE shall not be entitled to any refund, rebate, or payments from CITY for any rent,
investment, or costs incurred by LESSEE with respect to any required permits for
construction or operation of LESSEE's facilities on the Leased Land, it being the intent of the
parties that the risk of obtaining required permits be solely a risk undertaken by LESSEE.
4.2 Third-Party Improvements At the request of LESSEE, CITY shall, from time to time,
execute and deliver, or join in execution and delivery of, such documents as are appropriate,
necessary, or required to impose upon the Leased Land in accordance with the terms of this
LEASE covenants, conditions and restrictions providing for the granting of uses of the
Leased Land, or any part thereof, the establishment of party walls, the establishment of
mutual and reciprocal parking rights or rights of ingress or egress, or other like matters
(herein called "third-party improvements"), all of which are for the purpose of the orderly
development of the Leased Land as a commercial unit subject, however, to the conditions
that:
a) All such matters shall be limited to the Lease Term and shall terminate upon
termination of this LEASE for whatever reason.
b) Any such matters of a permanent nature extending beyond the Lease Term shall not
be granted without the prior written approval of CITY. In any of the foregoing
instances referred to in this Section, CITY shall be without expense therefore, and the
cost and expense thereof shall be bome solely by LESSEE.
c) At the expiration of the Lease Term (including any extended period) third-party
improvements on the Leased Land other than portable equipment shall become the
property of CITY without the payment of any compensation to LESSEE.
4.3 Easements. In order to provide for the orderly development of the Leased Land and adjacent
lands, it may be necessary, desirable or required that street, railroad, water, sewer, drainage,
gas, power line and other easements and dedications and similar rights be granted or
dedicated over or within portions of the Leased Land. As additional consideration for this
LEASE AGREEMENT between CITY OF SEW ARD,ALASKA and SEWARD RACING LIONS CLUB
APRIL 2006
-PAGE 6 OF 30-
77
LEASE, CITY and LESSEE each shall, at the request of the other, join with each other in
executing and delivering such documents from time to time and throughout the Lease Term
as may be appropriate, necessary, or required by the several governmental agencies
(including the City of Seward), public utilities and other users or tenants of CITY land for the
purpose of granting such easements and dedications; provided, however, that such easements
and dedications and similar rights do not unreasonably interfere with LESSEE's operations.
The costs of locating or relocating any public easements or restrictions of record including
any relocation of public road, railroad, utility, or other easements shall be at the sole cost and
expense of the party requesting the relocation. CITY shall not refuse reasonable requests for
such relocations provided those relocations do not interfere with or inhibit the overall
development of CITY property or other public property. Any easements or rights of access
granted to LESSEE by CITY need not be exclusive to LESSEE.
ARTICLE 5 - CONSTRUCTION BY LESSEE
5.1 Improvements on Leased Land. LESSEE shall have the right to erect, maintain, alter,
remodel, reconstruct, rebuild, build and/or replace buildings and other improvements on the
Leased Land, subject to the following conditions:
a) LESSEE shall cause to be operated on the Leased Land a racetrack by September 30,
2006.
b) The cost of any construction, reconstruction, demolition, or of any changes,
alterations or improvements, shall be borne and paid for by LESSEE.
c) The Leased Land shall at all times be kept free of mechanic's and materialmen's liens.
d) LESSEE shall provide CITY with a copy of all building plans and specifications and
a site development plan or plans (based on a recent survey) for the Leased Land prior
to commencement of construction.
e) LESSEE is solely responsible for resurveying and locating improvements on the
Leased Land in such manner not to violate building setback requirements or encroach
into rights-of-ways or easements. On completion of any improvements, LESSEE
shall provide CITY a copy of an as-built survey depicting the improvements as
completed on the Leased Land.
f) Any general contractor employed by LESSEE or its sublessees shall be appropriately
bonded by use of performance and labor and material payment bonds in the
customary form when cost of the work is equal to or exceeds FIFTY THOUSAND
DOLLARS ($50,000). Copies of all such bonds shall be furnished to CITY prior to
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commencement of construction. If the cost of the work is less than FIFTY
THOUSAND DOLLARS ($SO,OOO.OO), LESSEE shall provide CITY, if no
performance and labor and material bonds are provided by LESSEE, any necessary
assurances or guarantees that the contemplated work will be performed by the general
contractor or by LESSEE. In the event that LESSEE elects to construct the facility
with its own personnel and equipment. or the personnel and equipment of any
corporation or person that is an "affiliate" of LESSEE as such term is defined in AS
10.06.990(2)1 or Alaska limited liability company in which LESSEE maintains a
substantial membership interest, a performance bond shall be required when the cost
of the work is equal to or exceeds FIFTY THOUSAND DOLLARS ($50,000).
g) CITY may, as contemplated by Alaska Statutes, give notice of non-responsibility for
any improvements constructed or effected by LESSEE on the Leased Land.
h) LESSEE shall comply with all federal, state and local statutes and regulations with
respect to such construction, including but not limited to all applicable building,
mechanical, and fire codes. .
5.2 City Review of Construction. CITY shall have the right to review initial plans, including
those supplied to CITY under Section 6.1 hereof, .and any future changes or additions to
LESSEE's facilities on the Leased Land, by reviewing the design thereof prior to the
commencement of construction. CITY shall have the right to comment upon that design and
to require LESSEE to make reasonable changes so as to avoid interference with public
operations, but the exercise of these rights shall not imply any obligation to do so nor any
obligation to do so nor any obligation to do so in a particular way. LESSEE shall construct
the facility in accordance with final design specifications approved by CITY. CITY's
representatives may monitor the work and shall have access to the site at all reasonable times.
LESSEE shall be solely responsible for completing all improvements according to LESSEE's
plans and specifications and shall bear all risk. responsibility, and liability for properly
surveying the Leased Land before construction and to place all improvements on the Leased
Land without encroaching upon any land, easements, rights-of-way, or setback requirements.
LESSEE shall obtain the usual and customary performance guarantees from its contractors,
and CITY shall be named as an additional insured.
ARTICLE 6 - RETURN OF LEASED LAND/SITE CONDITIONS
6.1 Return of Leased Land in Original Condition. Subject to the provisions of Article 11.1
herein. upon termination of this LEASE for any reason, LESSEE shall return the Leased
1 Affiliate IIlC8IIS a penon that diJmly or inclirecl1y lbrouSb one or more intermediarica c:ontrols, or is controlled by, or is under commoa
control with, a corporation subject to !he Alaska Corporation Code.
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Land to CITY in the same condition as at the commencement this LEASE, subject to
normal, non-abusive use. The Leased Land shall be free of all Hazardous Materials and
contamination arising out of or resulting from or occurring during LESSEE's operations
or use of the Leased Land during this LEASE.
6.2 Return of Leased Land in Different Condition. Notwithstanding the provisions of Section
7.1 above, upon termination of this LEASE for any reason LESSEE may return the Leased
Land in a re-contoured or graded clean, safe, and stable condition different from its original
condition provided CITY grants written approval of LESSEE's plans for development of the
Leased Land contours, including its plans for material extraction and final grade.
ARTICLE 7 - FORCE MAJEURE
In the event either LESSEE or CITY is delayed from performance of any of its obligations
under this LEASE due to acts of nature, acts of the enemies of the United States of America,
sabotage, blockade, insurrection, riot, epidemic, fire, flood, explosion, earthquake/tsunami, civil
disturbance, or war, the time period wherein such performance is to occur shall be extended by that
amount of time necessary to compensate for the delay.
ARTICLE 8 - LESSEE'S ACTS OF DEFAULT
Each of the following shall be a "LESSEE Act of Default" under this LEASE and the terms
"acts of default" and "default" shall mean, whenever they are used in this LEASE, anyone or more of
the following events:
8.1 Failure by LESSEE to pay promptly when due, and in no event later than twenty (20) days
from the due date thereof, ~ rent required to be paid under this LEASE.
8.2 Failure by LESSEE to observe, fulfill or perform any covenants, conditions or agreements on
its part to be observed or performed under this LEASE for a period of thirty (30) days after
written notice specifying such failure, requesting that it be remedied, and stating that it is a
notice of default, has been given to LESSEE by CITY; provided, however, that if said default
is such that it cannot be corrected within the applicable period, it shall not constitute an act of
default if corrective action is instituted by LESSEE within the applicable period and
diligently pursued until the default is corrected.
8.3 The making by LESSEE of an assignment for the benefit of creditors, the filing of a petition
in bankruptcy by LESSEE, the adjudication of LESSEE as insolvent or bankrupt, the petition
or application by LESSEE to any tribunal for any receiver or any trustee for itself or for any
substantial part of its property; or the commencement of any proceeding relating to LESSEE
under any bankruptcy, insolvency, reorganization, arrangement or readjustment of debt law
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841
or statute or similar law or statute of any jurisdiction, whether now or hereafter in effect
which shall remain undismissed for a period of six (6) months from the date of
commencement thereof.
8.4 Violation by LESSEE of any laws or regulations of the United States, or of the State of
Alaska, or any conditions of any permits issued by agencies of the City of Seward, the Kenai
Peninsula Borough, the State of Alaska or of the United States Government applicable to
LESSEE's use of the Leased Land, pursuant to the regulations of such agencies, for a period
of sixty (60) days after written notice specifying such violation has been given by the agency
charged with the enforcement of such laws, regulations or permits to LESSEE; provided,
however, if such violation be such that it cannot be corrected Within the applicable period, it
shall not constitute an act of default if corrective action is instituted by LESSEE within the
applicable period and diligently pursued until the violation is corrected. Furthermore, if
LESSEE shall contest such alleged violation through appropriate judicial or administrative
channels, the time period specified herein shall not commence until such proceedings are
finally determined provided such proceedings are diligently pursued; provided, however, that
any such extension of time shall not be effective if the effect of the interim administrative or
judicial action is to cause a stoppage, interruption or threat to the activities of any person or
entity other than those of LESSEE.
8.5 Failure by LESSEE to opemte a racetmck on the Leased Land and place the facilities in
service by September 30, 2006.
8.6 Failure of LESSEE to maintain its operations within the Leased Land or to keep the public
rights of way clear.
ARTICLE 9 - REMEDIES FOR DEFAULT BY LESSEE
Whenever an act of default by LESSEE shall have occurred, and any applicable period for
giving notice and any opportunity to cure shall have expired, CITY shall have the following rights
and remedies all in addition to any rights and remedies that may be given to CITY by statute,
common law or otherwise:
9.1 CITY may distmin for rent due any of LES SEE's personal property which comes into CITY's
possession. lIDs remedy shall include the right of CITY to dispose of personal property
distrained in any commercially reasonable manner. It shall be conclusively presumed that
compliance with the procedures set forth in the Alaska Uniform Commercial Code (AS
45.29.601-.628) with respect to sale of property shall be a commercially reasonable disposal.
9.2 CITY may re-enter the Leased Land and take possession thereof and, except for any personal
property of LESSEE which CITY has waived its right to dis1J'!lin under Section 9.1 above,
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remove all personal property of LES SEE from the Leased Land. Such personal property may
be stored in place or may be removed and stored in a public Wflreho~_or elsewhere at the
cost of LESSEE all without service of notice or resort to legal process, all of which LESSEE
expressly waives.
-"
9.3 In addition to the above, CITY may:
a) Declare this LEASE terminated;
b) Collect any and all rents due or to become due from subtenants or other occupants of
the Leased Land;
c) Recover from LESSEE, whether this LEASE be terminated or not, reasonable
attorney's fees and all other expenses incurred by CITY by reason of the breach or
default by LESSEE;
d) Recover an amount to be due immediately on breach equal to the unpaid rent for the
entire remaining term of this LEASE.
e) Recover all damages incurred by CITY by reason of LESSEE's default or breach
including, but not limited to, the cost of recovering possession of the Leased Land,
expenses of reletting including costs of necessary renovation and alteration of the
premises, reasonable attorney's fees and any real estate commissions actually paid.
f) Remove or require the removal of any improvements constructed without CITY
approval or constructed contrary to site development plans approved by CITY and
recover all costs and expense incurred by CITY to remove violating improvements.
9.4 If LESSEE does not immediately surrender possession of the Leased Land after termination
by CITY and upon demand by CITY, CITY may forthwith enter into and upon and repossess
the Leased Land and expel LESSEE without being deemed guilty in any manner of trespass
and without prejudice to any remedies which might otherwise be used for arrears of rent or
breach of covenant.
9.5 No expiration or termination of this LEASE shall expire or terminate any liability or
obligation to perform of LESSEE's which arose prior to the termination or expiration except
insofar as otherwise agreed to in this LEASE.
9.6 Each right and remedy of CITY provided for in this LEASE shall be cumulative and shall be
in addition to every other right or remedy provided for in this LEASE or now or hereafter
existing at law or in equity or by statute or otherwise, and the exercise or beginning of the
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\.,
exercise by CITY of anyone or more of the rights and remedies provided for in this LEASE
or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude
the simultaneous or later exercise byCI'fY of any or all other rights or remedies provided for
in this LEASE or now or thereafter existing at law, or in equity or by statute or otherwise.
9.7
No delay or omission to exercise any right or power accruing following an act of default shall
impair any such right or power or shall be construed to be a waiver thereof, but any such
right and power may be exercised from time to time and as often as may be deemed
expedient.
ARTICLE 10 - TITLE TO IMPROVEMENTS INSTALLED BY LESSEE
10.1 Real Property Improvements. All improvements constructed by LESSEE on the Leased
Land or on easements to or from the same, such as buildings, warehouses, conveyor systems,
ditches, sewer lines, water lines, dikes or berms and similar improvements, shall become the
property of CITY upon termination of this LEASE for any reason; provided, however, that
CITY may require LESSEE to remove any improvements designated by CITY and without
cost to CITY.
10.2 Personal Property. LESSEE, upon termination of this LEASE for any reason other than
default by LESSEE, may, but need not, promptly remove, in no event later than ninety (90)
days from the termination of the LEASE, trade fixtures and equipment from the Leased Land
provided that LESSEE shall repair any damages to the Leased Land caused by such removal.
ARTICLE 11- ASSIGNMENT OR SUBLEASE
11.1 Assignment of Lease or Subleasing. The parties recognize that this LEASE has been
determined to be in the public interest by the City Council of CITY for the reasons set forth
in the approving Resolution. The rights and duties created by the LEASE are personal to
LESSEE and CITY has granted the LEASE in reliance upon the individual character and
fInancial capability of LESSEE. Therefore, LESSEE shall not assign or sublease this LEASE
without CITY's prior written consent, in CITY's sole discretion. LESSEE may sublease a
portion of the Leased Land or buildings or improvements located thereon only with CITY's
prior written consent, which consent shall be granted if:
a) The use of the Leased Land by the proposed sublessee is compatible with the use of
adjacent lands;
b) The proposed use is a permitted use under the then existing zoning regulations and
comprehensive land use plan;
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c)
LESSEE has made a written request to sublease a portion of the Leased Land or
buildings or improvements located thereon and provided CITY with a copy of the
sublease agreement. The sublease agreement shall state that it is subject to and
subordinate to this LEASE and any amendments thereto;
J
d) The sublessee shall agree to defend, indemnify and hold harmless the CITY, its
officials, employees, and agents, from any and all liability or claims for damages,
including personal injuries, death and property damage arising out of or resulting
from sublessee's use of the Leased Land by themselves, their agents, contractors,
guests or the public, except for damages arising from the sole negligence or willful
acts or omissions of CITY, its officials, employees, agents, or contractors;
e) LESSEE's full faith and credit shall remain obligated under this LEASE as though the
sublease had not taken place;
t) The sublessee assumes and agrees in writing to pay and perform all of the obligations
of LESSEE hereunder including, without limitation, Article 18 - Environmental
Concerns; and
g) The sublessee has a credit-worthiness demonstrated to be equal to or better than
LESSEE and has opemting experience suitable to manage any facilities located on
the Leased Land.
11.2 Assignment of Lease for Security. Notwithstanding Section 11.1 above, LESSEE may
assign, encumber or mortgage its interest in this LEASE or improvements on the Leased
Land, by deed of trust or other security instrument, to an institutional lender ("Lender") for
development of Or opemtions on the Leased Land, provided that Lender shall be subject to all
obligations of LESSEE under the terms of this LEASE upon foreclosure. CITY shall furnish
Lender, at the address provided to CITY by Lender in writing, with notice of any default or
breach of LESSEE under this LEASE. Lender shall have the right (without being required to
do so and without thereby assuming the obligations of LESSEE under this LEASE) to make
good such default or breach within thirty (30) days after written notice specifying such
breach. Notwithstanding the provisions of Article 10 above, no "LESSEE Act of Default"
shall exist until expiration of thirty (30) days after such notice is furnished to Lender;
provided.
a) If Lender, with respect to any default or breach other than a failure to make any
required payment of rent or other money, shall undertake within thirty (30) days after
notice to cure the default or breach and shall diligently and in good faith proceed to
do so, CITY may not terminate this LEASE or relet the Leased Land unless Lender
fails to cure the default or breach within a reasonable period of time thereafter; and
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b) If the default for which notice is given is a breach of Section 8.3, CITY shall not
exercise any of the remedies afforded to it under Article 9 above so long as LESSEE
or Lender remains in possession of the Leased Land and satisfies LESSEE's
obligations under the terms of this LEASE. Upon foreclosure or other assertion ofits
security interest. Lender may further assign. transfer, or dispose of its interests,
provided that any subsequent assignee, purchaser or transferee shall remain bound by
each and every term of this LEASE.
11.3 Assignment to Affiliate. Notwithstanding Section 11.1 above, LESSEE may assign this
LEASE to an affiliate of LESSEE as that term is defined by AS 10.06.990(2i or Alaska
limited liability company in which LESSEE maintains a substantial membership interest;
provided, however, that LESSEE's full faith and credit shall remain obligated under this
LEASE as though the assignment had not taken place.
ARTICLE 12 - LESSEE'S DUTY TO DEFEND/INDEMNIFY
LESSEE shall defend, indemnify and hold harmless CITY, its officials, employees, agents,
and contractors from any and all liability or claims for damages, including personal injuries,
environmental damage, death and property damage arising out of or resulting from LESSEE's use of
the Leased Land or the use of the Leased Land by LESSEE's sublessees, assignees, agents,
contractors or the public, except for damages arising from the sole negligence or willful acts or
omissions of CITY, its officials, employees, agents, or contractors. If any action or proceeding is
brought against LESSEE by reason of any such occurrence, LESSEE shall notify CITY promptly in
writing of such action or proceeding.
ARTICLE 13 - CITY'S DUTY TO DEFEND/INDEMNIFY
CITY shall defend, indemnify and hold LESSEE harmless from any and all liability or claims
for damages, including personal injuries, death and property d8rnage arising from the sole negligence
or willful acts or omissions of CITY, its officials, employees, agents, or contractors.
ARTICLE 14 - INSURANCE
14.1 Minimum Insurance Requirements. Prior to commencement of the Lease Term or LESSEE'S
occupancy of the Leased Land, LESSEE shall procure and maintain, at LESSEE's sole cost
and expense, comprehensive commercial general liability insurance with limits ofliability of
not less than ONE MILLION DOLLARS ($1,000,000) for all injuries and/or deaths resulting
2 Affiliate means . person lbat diRctJy or indiRctJy tbrou8b one or more intermediaries controls, or is controlled by, or is under COIIlIIlOII
control wilb, . corporatioo sui!jccl to the Alaska Corporation Code.
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to anyone person and ONE MILUON DOLLARS ($1,000,000) limit from anyone
occurrence. The comprehensive commercial general liability insurance shall include
coverage for personal injury, bodily injury, and property damage or destruction. Coverage
under such policies of insurance shall include collapse and underground property damage
hazards. Contractual liability insurance coverage in the amount of not less than ONE
MILUON DOLLARS ($1,000,000) is also required.
LESSEE shall obtain owned and non-owned automobile liability insurance with limits of
liability of not less than ONE MILUON DOLLARS ($1,000,000) per occurrence combined
single limit for bodily injury and property damage.
LESSEE shall also maintain workers' compensation insurance as required under Alaska law.
The minimum amounts and types of insurance provided by LESSEE shall be subject to
revision at the sole discretion of CITY in accordance with standard insurance practices, in
order to provide continuously throughout the term of this LEASE and any extensions hereof,
a level of protection consonant with good business pmctice and accepted standards in the
industry. Such factors as changes in the type of or extent of use of the Lease Land, increases
in the cost of living, inflationary pressures, and other considerations, shall be utilized in
assessing whether the minimum insurance requirements should be increased. CITY shall
notify LESSEE of any required increase in insurance covemge.
All insurance policies shall provide for thirty (30) days' notice of cancellation and/or material
change to be sent to CITY at the address designated in ARTICLE 32 of this LEASE. All
such policies shall be written by insurance companies legally authorized or licensed to do
business in the State of Alaska, and acceptable to CITY (Best's Rating B+ or better). CITY
shall be listed as an additional insured under all insurance policies. LESSEE shall furnish
CITY, on forms approved by CITY, certificates evidencing that it has procured the insurance
required herein prior to the occupancy of the Leased Land or operation by LESSEE.
Insurance policy deductibles are subject to approval by CITY. Nothing herein contained
shall prevent LESSEE or CITY from placing and maintaining at CITY's or LESSEE's own
individual cost and expense, additional or other insurance as may be desired. The minimum
insurance requirements under this LEASE shall not act to limit LESSEE's liability for any
occurrence and shall not limit LESSEE's duty to defend and indemnify CITY for claims
related to this LEASE or the Leased Land.
14.2 Subrogation Rights Waived. To the extent permitted by law, LESSEE hereby releases CITY,
its elected and appointed officials, employees and volunteers and others working on behalf of
CITY from any and all liability or responsibility to LESSEE or anyone claiming through or
under LESSEE by way of subrogation or otherwise, for any loss of any kind (including
damage to property caused by fire or any other casualty), even if such loss shall have been
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Sw
caused by the fault or negligence of the CITY, its elected or appointed officials, employees or
volunteets-OIothers~orlOOg Q!l})ehalf of the CITY. This provision shall be applicable and
in full force and effect only with respect to loss or damage occurring during the time of
LESSEE's occupancy or use (including LESSEE's occupancy or use prior to the Effective
Date of this LEASE), and LESSEE's policies of insurance shall contain a clause or
endorsement to the effect that such release shall not adversely affect or impair such policies
or prejudice the right of LESSEE to recover there under except as against CITY (including its
elected and appointed officials, employees and volunteers and others working on behalf of
CITY) during the time of LESSEE's occupancy or use. LESSEE agrees that its policies of
insurance will include such a clause or endorsement.
ARTlCLE15-CONDEMNATION
If all or any part of the Leased Land is condemned for a public use by any government agency
or other duly authorized entity, CITY and LESSEE shall each make a claim against the condemning
or taking authority for the amount of any damage incurred by or done to them respectively as a result
of the taking. Neither LESSEE nor CITY shall have any rights in or to any award made to the other
by the condemning authority; provided, that in the event of a single award to CITY which includes
specific damages for loss of LESSEE's leasehold interest, CITY shall transmit to LESSEE the
amount of such specific damages so found, if any.
If part but not all of the Leased Land is condemned for public use, LESSEE shall make a
good faith determination as to whether or not the taking of the part of the Leased Land designated for
condemnation will prevent it from continuing to operate on the Leased Land. If LESSEE determines
in good faith that the condemning of such part of the Leased Land will prevent it from continuing to
operate on the Leased Land, LESSEE may notify CITY in writing to this effect, and this LEASE
shall then be terminated for all purposes effective fifteen (15) days from the date LESSEE sends such
notice to CITY, or at such other later date as LESSEE shall specify in its notice, and such
termination shall be treated in the same manner as a termination at the expiration of the term of this
LEASE. LESSEE shall, as a condition precedent to such termination, remove all encumbrances,
debts and liens to which the Leased Land is subject. If at the time of such partial taking for public
use, LESSEE determines that such partial taking will not prevent it from continuing to operate, then
LESSEE and CITY shall negotiate an equitable and partial abatement of the rent beginning to be
effective on the actual date when LESSEE is effectively prevented from utilizing the condemned
land.
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ARTICLE 16 - ARBITRATION
16.1 Arbitration.
a) Disputes between the parties with respect to the performance of this LEASE that
cannot be resolved by the parties, shall be submitted to an independent arbitrator for a
settlement pursuant to the provisions of the Alaska Uniform Arbitration Act (AS
09.43.010 et. ~.), as it now exists or may hereafter be amended from time to time,
and judgment on the award may be entered in any Superior Court in the State of
Alaska. Notwithstanding the foregoing, arbitration shall not be applicable to claims
or disputes involving a requested remedy having a value of more than Fifty Thousand
Dollars and No/lOOs ($50,000) (exclusive of interest and costs), All demands for
arbitration and all answering statements thereto that include any claim must contain a
statement that the total sum or value in controversy, as alleged by the party making
such demand or answering statement, is not more than Fifty Thousand Dollars and
No/IOOs ($50,000.) The arbitrator will not have jurisdiction, power, or authority to
consider or make findings (except to deny jurisdiction) concerning any claim,
counterclaim, dispute or other matter in question where the amount in controversy of
any such claim, counterclaim, dispute or matter is more than Fifty Thousand Dollars
and No/I OOs ($50,000). The costs and expenses of arbitration shall be shared equally
by the parties, and each party shall bear its own attorney's fees and costs.
b) Arbitration procedures shall be applicable only to contract, negligence, and similar
claims arising from or related to this LEASE, and shall not be used to resolve or
determine any claim based upon fraud, intentional misrepresentation, nor any claim
based on conduct that is a felony crime in the State of Alaska.
c) Written notice of requests for arbitration of disputes may be served by either party to
this LEASE upon the other party. Arbitration of any dispute or claim shall be
determined by a single arbitrator selected from a list of not less than five arbitrators
obtained from the presiding Superior Court Judge or other appropriate judicial officer
in Anchorage, Alaska. The arbitrator shall be a person who (a) has not less than five
(5) years legal experience in the State of Alaska prior to appointment; and (b) such
legal experience include substantial experience with long-term commercial real
property transactions. Each party shall be provided with a copy of the list and shall
be afforded a maximum of ten (10) working days to become fSlmiliar with the
qualifications of the prospective arbitrators. The arbitrator shall be selected by each
party. commencing with the party demanding the arbitration, striking one name from
the list until only a single name remains.
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d) Arbitration hearings shall be conducted in Anchorage, Alaska or such other location
as the parties may agree. Each party shall produce at the request of the other party, at
least thirtY (30) daysin-advance-of such hearing, all documents to be submitted at the
hearing and such other documents as are relevant to the issues or likely to lead to
relevant information.
e) In deciding the claim or dispute, the arbitrator shall follow applicable Alaska law,
and the written decision shall be supported by substantial evidence in the record.
Failure to apply Alaska law, or entry of a decision that is not based on substantial
evidence in the record, shall be additional grounds for modifying or vacating an
arbitration decision.
17.1 Normal Maintenance. During the entire term of this LEASE and every extension hereof, if
any, LESSEE shall, at LESSEE's sole cost, risk and expense, maintain the Leased Land,
including any improvements placed thereon by LESSEE, in as good condition as received or
constructed by LESSEE, subject to normal, non-abusive use. CITY, at CITY's sole option
and expense, roay, prior to the commencement of construction by LESSEE, perform
maintenance and preventative work on the Leased Land, exclusive of improvements placed
thereon by LESSEE, in order to prevent erosion, mitigate damage to plants and animals, or
prepare the Leased Land for eventual development by LESSEE or others by grading, filling
or contouring the Leased Land. Any such work performed by CITY shall be at CITY's sole
expense and risk unless LESSEE agrees, in advance and in writing, to share such expense
and risk. LESSEE shall maintain in first class condition at all times all fire, pollution and
other protective equipment, if any are placed on Leased Land.
ARTICLE 17 _ MAINTENANCE AND REPAIRS
17.2 Safety Issues. CITY may notify LESSEE in writing of any deficiencies in the performance of
LESSEE's maintenance responsibilities as they relate to public health or safety and LESSEE
shall promptly within thirty (30) days of receipt of such notice advise CITY in writing of its
proposed schedule for performance of any work necessary to cure such deficiencies.
If such deficiencies relate to the safety of LESSEE's operation such that the surrounding land
and port facilities are exposed to risk, unnecessary potential hazards, or a risk to the public
interest (as distinguished from a business risk), or if CITY is not satisfied with the proposed
schedule of repairs either because of the delays therein or the scope of the repairs, then CITY
may engage an independent engineering consultant well-versed and experienced who shall
furnish to CITY a comprehensive survey and report for the purpose of establishing both the
need and urgency to perform such maintenance work. As soon as practicable following
receipt of said engineer's determinations and recommendations, if the report requires repair
then LESSEE shall pay the cost of the report and perform such work in accordance therewith
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at LESSEE's cost, risk and expense.
17.3 Cost of Repairs. Should LESSEE dispute the necessity of any maintenance work as being
necessary or advisable or reasonable to protect the public facilities on adjacent land, it may
submit the matter to arbitration; provided, however, that pending the decision of the
arbitrator it shall fully comply with the maintenance requests. If an arbitration award should
ultimately [rod that the repairs were not necessary then LESSEE may either deduct from
future rental payments the cost of such repairs or be reimbursed therefore. In deciding
whether repairs requested by CITY or required by an engineering report are necessary, the
arbitration panel is to give primary consideration to the safety and welfare of the Seward port
facilities and the citizens of Seward in light of the highest standards in the industry.
If any facility or service provided by CITY to the Leased Land shall become inadequate due
to changes in environmental control standards or should any facility require updating or
improvement by reason of a change in LESSEE's use of the Leased Land or operations there
from, LESSEE shall either construct such improvements at LESSEE's own cost or reimburse
CITY for such work at the option of CITY.
ARTICLE 18 - ENVIRONMENTAL CONCERNS
18.1 Hazardous Materials.
a) Condition of Site. LESSEE has had full opportunity to examine the site for the
presence of any Hazardous Material and accepts the site in "as is" condition.
LESSEE may elect, at LESSEE's sole cost, to conduct a baseline soils test prior to
execution of this LEASE.
b) Release of CITY. Any other provision of this LEASE to the contrary notwith-
standing, LESSEE releases CITY from any and all claims, demands, penalties, fines,
judgments, liabilities, settlements, damages, costs or expenses (including, without
limitation, attorney's fees, court costs, litigation expenses, and consultant and expert
fees) arising during, and after the term of this LEASE, and resulting from the use,
keeping, storage or disposal of Hazardous Material on the Leased Land by LESSEE
or its predecessors in interest, or arising out of or resulting from LESSEE's operations
at the Leased Land or the operations of its predecessors in interest at the Leased Land
except for those claims arising out of CITY's sole negligence or intentional
misconduct. This release includes, without limitation, any and all costs incurred due
to any investigation of the Leased Land or any cleanup, removal or restoration
mandated by a federal, state or local agency or political subdivision or by law or
regulation.
LEASE AGREEMENT between CITY OF SEW ARD,ALASKA and SEWARD RACING LIONS CLUB
APRIL 2006
-PAGE 19 OF 30-
I :
.J '~.
90
c) Use of Hazardous Materials on the Site.
i) LESSEE shall not cause or permit any Hazardous Material to be brought
upon, kept or used in or about the Leased Land except for such Hazardous
Material as is necessary to conduct LESSEE's authorized use of the Leased
Land.
ii) Any Hazardous Material permitted on the Leased Land as provided in this
paragraph, and all containers therefore, shall be used, kept, stored and
disposed of in a manner that complies with all Environmental Laws or other
laws or regulations applicable to such Hazardous Material.
iii) LESSEE shall not discharge, leak or emit, or permit to be discharged, leaked
or emitted, any material into the atmosphere, ground, ground water, sewer
system or any body of water, if such material (as reasonably determined by
the City, or any governmental authority) does or may, pollute or contaminate
the same, or may adversely affect the (a) health, welfare or safety of persons,
whether located on the Leased Land or elsewhere; or (b) condition, use or
enjoyment of the Leased Land or any other area or personal property.
iv) LESSEE hereby agrees that it shall be fully liable for all costs and expenses
related to the use, storage and disposal of Hazardous Material kept or brought
on the Leased Land by LESSEE, its authorized representatives and invitees,
and LESSEE shall give immediate notice to CITY of any violation or
potential violation of the provisions of this subparagraph.
d) Indemnification of CITY. Any other provision of this LEASE to the contrary
notwithstanding, LESSEE shall defend, indenmifY and hold CITY harmless from and
against any claims, demands, penalties, fines, judgments, liabilities, settlements,
damages, costs or expenses (including, without limitation, attorney, consultant and
expert fees, court costs and litigation expenseS) of whatever kind or nature, known or
unknown, contingent or otherwise, arising out of or in any way related to:
i) The presence, disposal, release or threatened release of any such Hazardous
Material which is on or from the Leased Land, soil, water, ground water,
vegetation, buildings, personal property, persons, animals or otherwise;
ii) Any personal injury (including wrongful death) or property damage (real or
personal) arising out of or related to such Hazardous Material or any use of
the Leased Land;
LEASE AGREEMENT between CITY OF SEW ARD,ALASKA and SEWARD RACING UONS CLUB
APRIL 2006
-PAGE 20 OF 30-
'~1
~,
Hi) Any lawsuit brought or threatened, settlement reached or government order
.~rellltingto such Hazardous :tv1a~eria! or any use of~c: !-~~d_ Land; and/or
iv) Any noncompliance with any laws applicable thereto; provided, however,
that this Section 19 .1 (d) shall apply only if the acts giving rise to the claims,
demands, penalties, fines, judgments, liabilities, settlements, damages, costs
or expenses (I) occur prior to or during the term of this LEASE; and (2) arise
in whole or in part from the use of, operations on, or activities on the Leased
Land by LESSEE or LESSEE's predecessors in interest, employees, agents,
invitees, contractors, subcontractors, authorized representatives, subtenants or
any other persons. The provisions of this subparagraph shall be in addition to
any other obligations and liabilities LESSEE may have to CITY at law or
equity and shall survive the transactions contemplated herein and shall
survive the termination of this LEASE.
e) Operator. For all purposes, LESSEE shall be deemed the operator on the Leased
Land.
1) Hazardous Material Defined. As used in this LEASE, Hazardous Material is any
substance which is toxic, ignitable, reactive, or corrosive or which is regulated by any
Environmental Law. Hazardous Material includes any and all material or substances
which are defined as industrial waste hazardous waste, extremely hazardous waste or
a hazardous substance under any Environmental Law. Notwithstanding any statutory
petroleum exclusion, for the purposes of this LEASE, the term Hazardous Material
includes, without limitation, petroleum, including crude oil or any fraction thereof,
petroleum soaked absorbent material and other petroleum wastes.
g) Environmental Law Defined. As used in this LEASE, Environmental Laws include
any and all local, state and federal ordinances, statutes, and regulations, as now in
force or as may be amended from time to time, relating to the protection of human
health and the environment, as well as any judgments, orders, injunctions, awards,
decrees, covenants, conditions, or other restrictions or standards relating to same.
Environmental Laws include, by way of example and not as a limitation of the
generality of the foregoing, Alaska Statutes Title 46, the Resource Conservation and
Recovery Act of 1976, the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, the Clean Water Act, and the Superfund Amendments and
Reauthorization Act of 1986.
18.2 Permits and Reporting.
a) Permits Required by Other Governmental Agencies. LESSEE shall obtain all permits
LEASE AGREEMENT between CITY OF SEW ARD,ALASKA and SEWARD RACING LIONS CLUB
APRIL 2006
-PAGE 21 OF 30-
'~~
or approvals required by any applicable law or regulation. Copies of all such pennits
shall be provided to CITY prior to LESSEE commencing work under this LEASE.
LESSEE shall promptly make all reports to any federal, state or local government or
agency required by any permit or Environmental Law, including reports of any spill
or discharge of Hazardous Material. The CITY, through the City Manager, may
order LESSEE to immediately cease any operations or activities on the Leased Land
if the same is being carried out without necessary permits, in violation of the terms of
any permit or Environmental Law, or contrary to this LEASE.
b) Correspondence With and Reports to Environmental Agencies. LESSEE shall
immediately provide CITY with copies of all correspondence and notice, including
copies, of all reports between LESSEE and any state, federal or local government or
agency regulating Hazardous Material which relates to LESSEE's operations on or
use of the Leased Land.
ARTICLE 19 - ESTOPPEL CERTIFICATES
Either party shall at any time and from time to time upon not less than ten (10) days' prior
written request by the other party, execute, acknowledge, and deliver to such party, or to its designee,
a statement in writing certifying that this LEASE is unamended and in full force and effect (or, if
there has been any amendment thereof, that the same is in full force and effect as amended and
stating the amendment or amendments), that there are no defaults existing (or, if there is any claimed
default, stating the nature and extent thereof); and stating the dates to which the rent and other
charges have been paid in advance.
ARTICLE20-CONDnnONSANDCOVENANTS
All the provisions of this LEASE shall be construed to be "conditions" as well as
"covenants," as though the words specifically expressing or imparting covenants and conditions were
used in each separate provision.
ARTICLE 21 - NO WAIVER OF BREACH
No failure by either CITY or LESSEE to insist upon the strict performance by the other of
any term, covenant or condition of this LEASE or to exercise any right or remedy consequent upon a
breach thereof, shall constitute a waiver of any such breach or of such terms, covenants or
conditions. No waiver of any breach shall affect or alter this LEASE, but each and every term,
covenant and condition of this LEASE shall continue in full force and effect with respect to any other
then existing or subsequent breach.
LEASE AGREEMENT between CITY OF SEW ARD,ALASKA and SEWARD RACING LIONS CLUB
APRIL 2006
.PAGE 22 OF 30-
93
ARTICLE 22 - TIME OF THE ESSENCE
Time is of the essence of this LEASE and of each provision.
ARTICLE 23 - COMPUTATION OF TIME
The time in which any act provided by this LEASE is to be done by shall be computed by
excluding the first day and including the last, unless the last day is a Saturday, Sunday or a holiday,
and then it is also excluded.
ARTICLE 24 - SUCCESSORS IN INTEREST
Each and all of the terms, covenants and conditions in this LEASE shall inure to the benefit
of and shall be binding upon the successors in interest of CITY and LESSEE.
ARTICLE 25 - ENTIRE AGREEMENT
This LEASE contains the entire agreement of the parties with respect to the matters covered
by this LEASE, and no other agreement, statement or promise made by any party which is not
contained in this LEASE shall be binding or valid.
ARTICLE 26 - GOVERNING LAW
This LEASE shall be governed by, construed and enforced in accordance with the laws of the
State of Alaska. The terms of this LEASE are subject in all respects to the Charter and Code of
Ordinances of CITY in effect on the date of this LEASE, and as they may be hereafter amended,
including without limitation, Chapter 7.05 of the Seward City Code.
ARTICLE 27 - PARTIAL INVALIDITY
If any provision of this LEASE is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no
way be affected, impaired or invalidated.
LEASE AGREEMENT between CITY OF SEW ARD,ALASKA and SEWARD RACING LIONS CLUB
APRIL 2006
-PAGE 23 OF 30-
U4
ARTICLE 28 - RELATIONSHIP OF PARTIES
Nothing confuinedirithist.EASE shallbedeemed or construed by the parties or by any third
person to create the relationship of principal and agent or of partnership or of joint venture or of any
association between CITY and LESSEE; and neither the method of computation of rent, nor any
other provisions contained in this LEASE nor any acts of the parties, shall be deemed to create any
relationship between CITY and LESSEE other than the relationship oflessee and lessor.
ARTICLE 29 . INTERPRETATION
The language in all parts of this LEASE shall in all cases be simply construed according to its
fair meaning and not for or against CITY or LESSEE as both CITY and LESSEE have had the
opportunity to seek assistance of counsel in drafting and reviewing this LEASR
ARTICLE30-C~ONS
Captions of the articles, paragraphs and subparagraphs of this LEASE are for convenience
and reference only, and the words contained therein shall in no way be held to explain, modifY,
amplify or aid in the interpretation, construction or meaning of the provisions of this LEASE.
ARTICLE 31- AMENDMENT
This LEASE is not subject to amendment except in writing executed by both parties hereto.
ARTICLE 32 - NOTICES
All notices, demands or requests from one party to another shall be delivered in person or be
sent by mail, certified or registered, postage prepaid, to the addresses stated in this Article and to
such other persons and addresses as either party may designate. Notice by mail shall be deemed to
have been given at the time of mailing.
All notices, demands and requests from LESSEE to CITY shall be given to CITY at the
following address:
City ManagertCITY OF SEWARD
PO Box 167
Seward, Alaska 99664
All notices, demands or requests from CITY to LESSEE shall be given to LESSEE at the
following address:
LEASE AGREEMENT between CITY OF SEW ARD,ALASKA and SEWARD RACING LIONS CLUB
APRll.. 2006
.PAGE 24 OF 30-
fj5
SEWARD RACING LIONS CLUB #68816
Each party shall have the right, from time to time, to designate a different address by notice
given in conformity with this Article.
ARTICLE 33 - FIRE PROTECTION
LESSEE shall at its sole cost, risk and expense provide fire protection to its operations on the
Leased Land and fire prevention to industry standards for risks to adjacent facilities such that those
risks are minimized. LESSEE shall continue to provide and maintain industry accepted standards of
fue protection such that the City of Seward's ISO rating is not degraded by reason of LESSEE'S
operation. The parties agree that with the rapid expansion of technology in the field of fue
prevention and control LESSEE's obligations hereunder may vary during the term of this LEASE and
CITY may submit LESSEE's compliance with its obligation hereunder to arbitration not more
frequently than once each five years.
LEASE AGREEMENT between CITY OF SEW ARD,ALASKA and SEWARD RACING LIONS CLUB
APRIL 2006
-PAGE 25 OF 30-
96
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the dates
herein set forth.
CITY: LESSEE:
CITY OF SEWARD
SEWARD RACING LIONS CLUB
#68816
By:
Its:
Date:
Clark Corbridge
City Manager
By:
Its:
Date:
ATTEST:
Jean Lewis, CMC
City Clerk
STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
TIllS IS TO CERTIFY that on this _ day of , 2006, before me, the
undersigned, a Notary Public in and for the State of Alaska, personally appeared Clark Corbridge,
known to me and to me known to be the City Manager for the City of Seward, Alaska, and
authorized to execute documents on its behalf, and is the individual named in and who executed the
foregoing document on behalf of the City of Seward for the uses and purposes therein set forth.
WITNESS my hand and notarial seal the day and year first hereinabove written.
Notary Public in and for Alaska
LEASE AGREEMENT between CITY OF SEW ARD,ALASKA and SEWARD RACING LIONS CLUB
APRIL 2006
.PAGE 26 OF 30-
91
My Commission Expires:
STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
TIllS IS TO CERTIFY that on this _ day of ,2006, before me, a
Notary Public in and for Alaska, personally appeared ' to
me known to be the person who executed the foregoing instrument on behalf of the Seward Racing
Lions Club #68816. ShelHe acknowledged to me that she/he executed the same freely and
voluntarily on behalf of said entity. She/he stated to me under oath that shelhe is the
of the said entity, has been authorized by the of the said
entity to execute said instrument on its behalf, and has full power and authority to execute the same.
WITNESS my hand and notarial seal the day and year first hereinabove written.
Notary Public in and for Alaska
My Commission Expires:
LEASE AGREEMENT between CITY OF SEWARD,ALASKA and SEWARD RACING LIONS CLUB
APRIL 2006
-PAGE 27 OF 30-
,(' 8'
... .
EXHIBIT A
LEASED LAND
[TO BE PROVIDED]
LEASE AGREEMENT between CITY OF SEW ARD,ALASKA and SEWARD RACING LIONS CLUB
APRIL 2006
-PAGE 28 OF 30-
U9
EXHIBIT B
The Lease is subject to City approval of the following plans.
1. Lessee shall prepare and deliver the plans within 60 days of the Effective Date to
the City Manager, or his delegee, for review and consent. The administration shall have 60 days
to review each plan and provide revisions or consent.
a) An evaluation of noise impacts on properties located within one mile of the
racetrack. The evaluation shall identify the projected or actual dBA levels. If the
projected or actual noise level exceeds the standards set in the Seward City Code
noise ordinance, Section 9.25.020, the evaluation shall identify mitigation measures.
To help control litter in the property Lessee will supply the area with garbage cans
that will be emptied by Lessee when applicable, as well as having SLRC (Seward
Lions Racing Club) members police activity areas before leaving each evening.
SLRC may also supply a dumpster.
b) A plan to control dust and litter and a description of the methods for collecting
trash on the site. To control dust Lessee shall use a water truck for dampening the
dirt before racing.
c) A plan to ensure compliance with the applicable environmental laws (for example
petroleum substances and other hazardous materials). To ensure proper clean up of
potential spills, Lessee will have a supply of "Sorbi" pads available to clean up any
excess fluids. Also, we plan on having a large container such as a garbage can and
shovel available for removing all contllminated soil that will be disposed of and
treated properly when necessary.
d) An operation plan that will include identification of the appropriate individual(s)
responsible for security, enforcement, noise, operation, dust control and
environmental plans developed by the operator. The operation plan shall also include
provisions to monitor and enforce prohibition of alcoholic beverages on the premises.
At any time during an activity any club members on scene are responsible for
enforcing, established rules or guidelines for the track, such as enforcing the hours of
operation.
e) A plan to mitigate traffic impacts on access roads and the immediate
neighborhoods. Such plan shall include mandatory transportation of racing motor
vehicles to the site, as well as methods to prevent casual access to and from the site
and mitigate adverse effects of the racetrack upon adjacent land uses. In order to help
LEASE AGREEMENT between CITY OF SEW ARD,ALASKA and SEWARD RACING LIONS CLUB
APRIL 2006
-PAGE 29 OF 3()"
1cn
control the impact of traffic on areas surrounding the Leased Land, Lessee shall post
signs clearly stating authorized areas for the public. Signs will include identifying
where the Leased Land property lines are and that riding beyond them is prohibited.
lfthese rules are violated it will be the responsibility of any member present to report
the violators. Lessee will post signs located at the entrance to the Leased Land
stating that "All unlicensed racing vehicles must arrive at the track on a trailer or in a
truck" in order to be admitted to the area.
f) A landscape plan emphasizing retention of native vegetation, in order to provide
visual enhancement, noise buffers, screening and as a natural erosion control method.
Alders and other trees on the Leased Premises will not be removed, in order to help
create a barrier and inhibit riders from leaving the area. Also, this will help to create
a dust screen and noise buffer for the surrounding properties.
g) AparkingplaninaccordancewithSCC 15.10.215.
h) A plan for public sanitation facilities.
i) An emergency response plan. Lessee shall notify volunteer emergency response
personnel of all scheduled events and shall request the presence of volunteer
emergency response personnel at all large events held by the SRLC. In addition,
SLRC shall use its best efforts to train as many SRLC members as possible in first
aid and CPR in order to make all activities as safe as possible.
j) A plan for controlling access beginning with the north and east boundaries.
2. Lessee has provided a bond in the amount of $50.000 for the cost of rehabilitation or
clean up in the case of an environmental release or spill.
3. Maximum hours of operation for the racetrack shall be from 7:00 a.m. to 10:00 p.m.
Monday through Saturday and from 12:00 noon to 10:00 p.m. on Sunday.
LEASE AGREEMENT between CITY OF SEW ARD,ALASKA and SEWARD RACING LIONS CLUB
APRIL 2006
.PAGE 30 OF 30-
101
Sponsored by: Corbridge
Introduction: March 28, 2006
Public Hearing: April 1 0, 2006
Enacted: April 10, 2006
CITY OF SEWARD, ALASKA
ORDINANCE 2006-03
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, AMENDING THE SEWARD CITY CODE TO ADDRESS THE
SAFETY ISSUES OF DISCHARGING WEAPONS IN THE CITY LIMITS
WHEREAS, the City's police department is receiving an increasing number of complaints
involving the discharge of weapons within the City limits; and
WHEREAS, ensuring the safety of the public is a primary responsibility of the City of
Seward's police department; and
WHEREAS, misconduct involving weapons or explosives is a crime in Alaska as described in AS
11.61.190 through AS 11.61.250
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, HEREBY ORDAINS that:
Section 1. Section 10.10.030 of the Seward City Code is hereby amended to read as follows
(8trikeelit deletions, Underline = additions):
10.10.030. Discharge of weapons. 1
(A) No person shall discharge any firearm, pellet gun, or bow. to include: crossbow. longbow.
recurve and compound bow. aF Gfesseew within the City except at an approved range or as noted in
subsections (B)~ aM (C) and (0) of this section.
1 See ~ 10.05.025 as to the sale of firearms to minors; see AS 11.61.190-11.61.250 as to state
law as to weaponsgenerallv see :\8 11.33 Jl1 9 et seE):. as te state lw.'.' as ta wea13aBs geBerlll~.
l€J12
CITY OF SEWARD, ALASKA
ORDINANCE 2006-03
(B) Hunting with shotguns using a steel shot size no larger than number 2 shall be allowed by
pennit in areas designated for hunting by resolution of the city council.
(C) The use of air rifles and; BB guns ana leag ge'.'16 is allowed by persons over the age of 16, or
younger when supervised by an adult.
(D) The city manager or chief of police or his designee mav approve bv permit the use of
firearms and bows at special events.
(Ord. 378, 1971; Ord. 93-27).
Section 2. This ordinance shall take effect 10 days following 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
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Jean Lewis, CMC, City Clerk
.J \
103
Council Agenda Statement
To:
Honorable Mayor and Council
fll ~ 3-I7-oh
Clark Corbridge, City Manager l,IvL
Tom Clemons, Chief of Police ~
Meeting Date:
March 28, 2006
Through:
From:
Agenda Item:
Seward City Code ~10.10.030
BACKGROUNll & JUSTIFICATION:
The Seward Police Department has received numerous complaints over the last few years
involving the discharge of weapons within the City limits. In addition, the hunting of big game
inside the City has become a safety concern.
The City's current weapons ordinance fails to adequately address the issues at hand. New and
improved weapons have become a threat to public safety and are not addressed within the current
ordinance.
The goal of this amendment is to protect the public while still giving individuals the opportunity,
within a controlled environment, to enjoy activities that involve the discharge of weapons.
INTENT:
The intent of this amendment is to protect public safety.
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 Ru1es of Procedures.
Other:
FISCAL NOTE:
None.
Approved by Finance Department: ~..$# ~
104
RECOMMENDATION:
City Council approve Ordinance 2006- 03 . amending City Ordinance ~ 1 0.1 0.030.
105
,
Sponsored by: Corbridge
.
CITY OF SEWARD, ALASKA
RESOLUTION 2006-33
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, DETERMINING THAT IT IS IN THE PUBLIC INTEREST TO
WAIVE THE NORMAL BID PROCESS PER SEWARD CITY CODE
~6.10.130 AND AUTHORIZE THE CITY MANAGER TO ENTER INTO A
LEASE AGREEMENT WITH XEROX FOR THE pURPOSE OF LEASING A
PUBLIC USE COPIER IN THE SEWARD COMMUNITY LIBRARY
WHEREAS, The Seward Community Library has consistently maintained one of the few
public use copiers in Seward; and
WHEREAS, the current copier lease expired in January, 2006, and the library desires to
replace the copier with a new machine with expanded capabilities; and
WHEREAS, Xerox has submitted a proposed 6O-month lease for a copier that is
wheelchair accessible, has coin operated features and includes full service maintenance,
including parts and labor, for a total monthly lease rate of $208.60, representing a total lease
cost of$12,515.00 over five years, with no lump-sum payout at the end of the lease; and
WHEREAS, the above lease fee includes a trade-in on the existing machine, and Xerox
agrees to remove the existing equipment; and
WHEREAS, the lease includes the required non-appropriation clause which allows the
City to terminate the lease if monies are not appropriated for any given budget year; and
WHEREAS, in addition to the lease fee, Xerox will bill the City $0.0169 per copy; and
WHEREAS, funding for this project was included in the 2006 library budget; and
WHEREAS, it is in the public interest to waive the normal bidding process per Seward
City Code ~6.1 0.130 based on the following: 1) the current copier has a higher trade-in value
with Xerox; 2) Xerox will remove the current copier at no extra cost; 3) the quality of
maintenance and repair work from Xerox is excellent given their Kenai Peninsula presence and
the overwhelming number of Xerox copiers in Seward.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF SEWARD, ALASKA, that:
Section 1. The Seward City Council hereby affirms that it is in the public's interest to
waive the normal bid process per Seward City Code ~6.10.130 and authorizes the City Manager
to enter into a lease agreement with Xerox for a copier at the library, with a monthly lease rate
of$208.58, including maintenance, parts, and labor.
106
CITY OF SEWARD, ALASKA .
RESOLUTION 2006-33
.
-,
Section 2.
Funding for this purchase is available from Account 101-1500-5500.
Section 3.
This resolution to take effect immediately upon its adoption.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this
28th day of March, 2006.
THE CITY OF SEWARD, ALASKA
Vanta Shafer, Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Jean Lewis, CMC, City Clerk
(City Seal)
, '.
107
,
Council Agenda Statement
From:
Mayor Shafer and Council Members
Clark Corbridge, City Manager ()JL S -( 7 . 0 ~
Meeting Date:
March 28, 2006
To:
Agenda Item:
Seward Community Library Xerox Copier Lease
BACKGROUND & JUSTIFICATION:
The Seward Community Library has consistently maintained one of the few public use copiers in
Seward. Our current machine has survived the end of a five year lease and the library bas
negotiated a new lease on a new copier.
The enclosed proposed lease agreement includes a copier that is wheelchair accessible, has coin
operated features and full service maintenance including parts and labor for a monthly charge of
$208.60 paid over the five year life of the lease totaling $12515.00. There will be an additional
charge of$0.0169 per copy made, assessed monthly. The previous monthly payment included
1400 copies per month. The number of copies made monthly on the machine was always less
than 1400. The new contract takes that fact into account by having a base lease payment and
additional per copy charge. Xerox has allowed for trade in on the old machine and will remove
and install as part of the agreement
The lease (copies attached) is for sixty (60) months and includes the required non-appropriation
clause which allows the City to terminate the lease if monies are not appropriated for any given
budget year. Based on the heavY use of the above copier, it is recommended to trade-in the old
copier for the proposed copier. It is also recommended that Council find it in the public interest
to waive the normal bidding process per City Code ~ 6.10.103 based on the following: 1) the
current copier bas a higher trade in value with Xerox; 2) Xerox removes the current copier at no
extra cost; and 3) the maintenance level is excellent from Xerox due to their Kenai Peninsula
presence and the overwhelming number of Xerox copiers in Seward. The number of Xerox
copiers in Seward means that the maintenance technician is usually in Seward on a weekly basis
and therefore, is able to perform regular maintenance on the copier.
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.
FISCAL NOTE:
Currently the library charges $.25 per copy. Under this contract Xerox will charge the library
$.0169 for each copy. This revenue from copies will offset a portion of the $208.60 monthly
lease payment.
108
Funding has been approved in the FY2006 General Fund Library Budget under the Equipment
Rental Account. x~,~t~
RECOMMENDATION:
Seward City Council approve request for the library to contract with Xerox as per the attached
documents to lease a copier for public use.
109
11.18:13a.m.
03-16-2001l
2n
/"
LEASE AGREEMENT
Pull Lcp! N_ Cily OfScword Libnly
C_rNIIIIIC(IliIIo) CITY OF SEWARD
DBAIN_ 0vcrfI~ LlBRARV
S_ Addlas PO BOX 167
BoxMtoutinc
City,Sare SEWARD,AI(
Zip Code !/9664.O167
Till< II>> IlIJ II
C__ Namt (instill) CITY OF SEWARD
DBAlNamcOvctnowlifroq'd) LIBRARY
Ins1aDed II SlIod Add1e&s 238 5TH AVE
FloorIRoomiRoutirJI
City,S_ SEWARD,AK
Zip Code 99664.
Counly Iulalled In Sewn
CwIomor~ hloII 0... 0WJI20ll6
LeaP It.
XEROX.
Clift. d IIlaf apply
o Assoc.ICoop. N....:
ONeaocillCd CoaIlaCt ,. 0 OSA Coatrll:U: .
OVIl... Added Scntica:
OAIIatlEd eus- P.O.'s: SuJllllia:
Lc&w:
o Stile or I.caJ Gov_1 C1I5Iemcr
1m. RIle: " Total 11\1. PanbJc: $
URtpla~m..VModilIcaIiOll of Prior Xuoa Ac--'
Agrmncnlcoverinc Xerox Equipmalt Scrillllllor '51):
is """y C modif.... C.... EO'coliYo Date:
COIIUIICIIIIs:
L_ loformalioa Lc.e T.... : 601IlOIIIb&
IiISupplies included in IlaseIPrilll Chargu
D Rcfin. of Ptiot ApmI. :0 XtIOX 19'1): 0 3n1 PIIly Eq,
AnII Rdia: $ 1111 Ra1e:" TDIaIInt Payable: $
M 'a~meol D ormolioo
l'rodu;t I'un:IIoY Dowa Pm- Fia'
(willi serialllllllb<r, ifm pi... ..,~) 0DIiaa Po_I IIlSlIII InICIlII
DlGBKA DIG COP tFUV
I\BKMRKVF.ND IlDCMETRCRU I\OOBKCT
CUSlemerl'd
AMI." Sen.;,..
Min. .AMI' P....m..r FHto
fpMlxlit, tseludq .131'_-'"
C MondIIy CQuoncrIy
o Semi-Annual CAmuII
OOt/lcr
s
JIlI.6t
: MINIMUM LEASE 'A YMf;NT IReI. of appIio. lIlIeS)
o Adiuslment Period
Period A - Mos. AfCccted:
Periodic Base 0Iar&c
Print Char,. M..... I:
PriDIs I .
PriDIS
PriDII
Print CharJIC M..... 2:
Prials I .
Pr....
PoIiodi. Mid of Prints
(based OIl M_ 1 Print Ouqa)
o
Mi. I....M' h'VlltlP.r Modf
DAd..... 0 AneaIs
'riff ..for...o
Periodic Base 0.....
Print Ch McIa I:
PrilIIs I
PrilllS
Prints
PriM Ch.... M..... 2:
Prints I.
Prinll
Periodi. Min.' ofPli.nlS
lhued OIl Mela' I PrintCloqcs)
o 0
+
Purchased SUPllIieJ Cash Fio'd A.D1~a'ioo Software
Reorder . 0I\r DcscrJDtion nee Software Till. Ih'ilial License Fcc ~nval RcnowII FOI
!J Cash 0 Fi...""" S"""""OnIv
0IaI Pril:c a TOIalloiliaJ LiceIIse Fe..-
o
iii T.....I. Allowa.l:e
o K-16 8Wi..
Additienal Optio.. (.hock all dtallllIllYJ
~f-= I~~ Final Allowance SuSDftlsi6n o Ru. Length PIIn o Fixed Price Plan
Prm..... P..........: (dlcclr. J .rcquRd) o Per-Foal Pri.m,
XEROX FOOOO864 1495.00 MooIho all'ecoed C EJIIOIIded ScMce Houn:
Cl June ....y DcscripIioa: IS o mo.
[J July <*Iy o AuacIled Addenda:
Total A1lewllKle a I 495.00 0 AuJUSI only
Total AIIOWIIICe Applied to: OTradc.1D Equip. Balance. 0 Juoe . July o OIlIer Addcada:
iJPricc ofR.,Jcmm. Equip.: 1,49.5.00 C July - AuIvsI
AI........' Prewnled By: CIISTO,,",ER ACacl\llWI F.oc.F.~ .lreEI" OltTHr: TERMS OJl' TN'
Xerox Name:' Frank GIWnMl Phone:(907~22.~I~O ACR~[,M['HT 4C:ON~1!rnNl: QJ" P.U';F.5 INCl.11DINt: THIS F.AC:'E PACS:\
FOH ,\ld'li('kIZU) Ill) //'iTEIIN,\I. USEONl\': AUI'\, S...... Name: Patrica Linville
,'C..'t'Ph:u: ~""-,)\.L'OI'11t.l{illiun (i'l<tr.w/'_ :v_, '" tlM,.",c.vSlw"'"
Ll~: Sipallft: X Dale:
!""I~n.l/itl'i'IJ .lmlIfWt:.'" ~i;ol'r'r, (.'iiprmliln l# AuHtnrt:ftl .'V,.WVJ
fid.' 1"'1<. AUIIl. 5i..... TilJc: General MIII,- ofOivllGc Phon.: (907)224-4082
'A.W'I;s:hL'C1: f.)()~2~ l;n;a 1 .Ie 11>'21~lr> I ~:3?:~6 E.Mail:
www.xerox.com C 1'.. b...pt("MIUI GntIClt $lIln Ttur Exnitpl/M C~l
.
Xeto. FonolI 51860 (OSl2OOS)
3//6(2006
P.I 016
110t
GENERAl TERMS: 1lIc followi..'mns apply 10 IllIIcasc 1rInsllcIklns:
I. PRODUCTS. The lenn "ProdlldS" shall refer coIlectiYely 10 aU eq.ip..-(the
'Equipment'). .oIlwon,llIld .uptllics ordmd uJldcr thiJ AgRement. You "'pmcaI
thIIlhc ProdU<ts Ol' being otde<ecl for your own bu.iness .... (lither tUn male)
IJId thIa they will IlOI be ll5ed for personal. houre!lold o. ramily purposes.
2. NON.cANCELABLE LEASE. THIS AGREEMENT ]S A LEASE AND IT
CANNOT BE CANCEU:D OR TERMINATED EXCEPT AS EXPRESSLY
PROVIDED HEREIN. AND YOUR OBLIOA TION TO MAKE ALL PA YMENTS
DUE OR TO BECOME DUE SHALL BE ABSOLLrrE AND UNCONDITIONAL
AND SHALL NOT BE SUBJECT TO ANY DELAY, REDUCTION. SET.oFF.
DEFENSE, COUNTERCLAIM OR RECOUPMENT FOR ANY REASON
WltA TSOEVER. IRRESPECTIVE OF XEROX'S PERFORMANCE OF ITS
OBLIGATIONS HEREUNDER. ANY CLAIM AGAINST XEROX MAY BE
ASSERTED SOLELY AGAINST XEROX IN A SEPARATE ACTION.
3. LEASE COMMENCEMENT, PA YMENT, TAXES" CREDIT HISTORY.
A TIle lease IaIIl rot Ibis Agreement shill commence upon inslallltion of the
EquipmeDl; provided. IIowevc.. fo. customer';lI$talllble Equ~ the lease tcnII
for Ihis Apccmcnt shaU _ upon delivery of the Equipment
B. Invoices an: _ble upon receipt llIld you ..... 10 pay Xerox .ach Minimum
Lease PlYmcilt, all PriIlt Charges and 1111 0Ibc:r .UIIIS due as lbUows: (i) if Ihc
invoice displays I U dare, plymcm is due aDd must be JOCCiml by Xcroll 011 or
before said ... cUIc, or (ii) if the invoice does not display a due dale. PaylIlCIlt is
due and must be ....ivcd by Xerox no IBla Ihan thiJly (30) days BIlcr the jlWoice
dale. Rameliv. ""'_s 011 ins_ts or doc_ subnlined for or with
~ you send to Xerox win nor ...du.. y.... obliprions.
C. You shal] he responsibl. for lIII)' and BlI applicablc Taxes, whicll wi. be
oncIuded in Xerox's invoice unles. you provide proor or your IIX ......pl ....L
"Taxes' shall mean lIII)' lBX, assessment or ~ imposed or c:oU....d by .."
lOVemmental lllIity or my political s.bdivisioo t/lercof, h_ delllnlled III
levied, imposed on lIlis Agreemenl or lhe amoums pa~ 10 X.IOll by you for Ihc
billing of Products, Print C....... Slrvic:es and mBinl_ of lIII)' kind; T.....
include. but ... nollimited tn. sales _d .... ""'tal. excise. IJOSS receipts and
oec.paIiollB1 or privilqp: ...... phis any in_I and/or penalty the_ but
axel.dine any personal JIlllPIny ..... and l81ces 011 Xerox's nOl income. If lla>ling
audlorily delennines 1hIt Xerox did noI collect all oppIicable Tous. you sIWl
rcmBin liable 10 X..Oll for ",ch addilionBl T.....
D. You. 10 the ......t.eq.ired by Iptllicable law, aullorilC Xcroll (or ia accnt) to
oblllin credit rcpcns, male. such olba credit inquiries as Xcroll may dean oecessary
II .." Iillll. tilJ1lish P"_I history infonnation 10 credil ....OIIing aacncics. and
",lease 10 prospecti.. assi_ of this ABICOIIIIIll or ..y riEhlS he""""'"' cralil.
",laIed iIlrDllllBlion XClOll hu about you and thiJ A&r=meal
4. BASIC SERVICES. As a mandaIOry pBl1 or a lease. Xerox (CW a dcsipaled
servi..l) will provide the foIlowinc Basic Services under this ^~mcnt (un....
you III ocquirins Equiplllall fOl which XClOll does 1101 olfer Basic Services; such
EquipmenllO be desijpll1ed IS "No S... j:
A REPAIRS a PARTS. Xerox wal male. ..pails and odjuslm.... necas&I)' 10
keep EqUipmenl in Bood lOOIking order (includi'!ll such repai,:" or odjuslmenls
~ui'ed duril1l initial iAstalIBlioJl). Parts rcquircd for rcpaor ilia)' be .....
rcpIOCCSIId. or rCCOVCfed.
B. HOURS a EXCLUSIONS. UrIIcss oIherwisc: slBled. Basic Soni... will be
provided durinB Xerox's srandard ....rIling IIourI (""eluding Xerox~
holidays) in IIfClIS within the United S-, its SerriIOrics. BIld posscssioI1s 0II<<l for
repair service for the Equipmcot BI issIIe. Yo. ICfIC 10 Ili~ XIlOll .-aIIIe
...,... III the Eqllipmcnt. Basic Sonices shal] -:er rcpaus and adjusIments
required IS I raull of IlOI11lII wear and loar or def.1IS In matinal. ... worlcm....lllp
(aud shall ""clude repairs or odjUSlmelllS Xerox determines ID relBlt 10 .... be
allOcted by the 1151 of opIiOllS, accessories. or odlcr colllloctCd plOduers not savlCld
by Xerox. IS well IS any ftOIl-X_ .r.ions, JCIocation. scrvice. .......i... or
conslllllBbles) YOll .....'" use Equipmeat in........t.... with. _d 10 pcrfona all
opetlIlor l1IBinrelIanco ptOCedures Cor Equipment as "'1 rorth in, the applicable
IIIIDlBls provided by Xerox.
C"INSTALLATION SITE a METER READrNGS. Th. Equipment installal~
site musl conform 10 Xerox', p.b1ishcd rcquircmen15 througho1l1111c teml of this
AI_I. If applicable, you agrce '" provide 111_ roadi~ in dlt ~
prcscribed by XerOll. (fyou do noI .....ide Xorox w'lh _ ...dings as rcquRd,
X~ may tslimBI.1hem md bill yaw accordingly.
D EQUIPMENT REPLACEMENT. If Xerox is unable ID mailIIIiIl Ille
Equipmenl IS desaibed .... Xerox will. IS yo~ ""clus~\'e remedy.ror XCrox's
rail.... 10 provide Basic Services, replace lhe EqUlP_ WIth an '~I~al p.oduet
cw. Bl XerOll's oprion, BIIOIber .......... of sq." or grealer capabll..... If a
..p......... producI is provided plllSUIIlI 10 'lIis SectioA, dtote will IIOl be III
Xerox FormM 5J ~ (1n1200S) 3/1612006
11.18:31 a.m.
03-16-2008
3"
addilioual charp for the ....Iacemmt producl ...s. lloept IS set f.... in the seclion
of this Agrcemcr1llilled "MAINTENANCE COMPONENT PRICE rNCREASSS".
IMrc will nor be III additional c....... for BasIC Scmces durinC 1Ilc ..............
ICnII during whicll Basic S....i... on heilll provided.
E. CARTRIDGE PRODUCTS. If Xcroll is providing Ilastc: Services for
Eqwipmcnllllilizinll canr. dcsipared by Xerox as CIIIIonIo:r rcpIaccBble W1ils,
includi1ll copyIprillI CBIlridFS BIld xao....ic moduIa or f....,. moduIa
("CanricJ&es1. you ope '" use only lIIlIaOdified Canridps purdlued diRctJy
&om Xerox or its IIIIhorized _Ilers ill the: Uai~ S_ and Ille ~Iurc to use
such Cartridga lIhaIIvoid any wananty applicable: 10 such EquiplllCll.
F. PClWORKSTATlON REQUIREMENTS. III order ID rocciv. Basic Servic:cs
and/or So1twarc Suppon for EquipIllClll rcquirins _aecIioa 10 a PC or
wOltstation, you must utilizc a PC or WOltst...... thalalhcr (I) Ilu been provided
by Xerox or (2) _ Xaox's publislled specificaIions.
G. DEUVERY AND REMOVAl.. XIlOll will be ....,....;ble for .,1 SIandonI
deli,,"ry and removal chqa. You will be ..........lIIe for any IIOlHIandard
doliwry or ......val eharps ~
S. WARRANTY DISCLAIMER a WAIVERS. XEROX DISCLAIMS, AND
YOU WAIVE. THE IMPLED WARRANTIES OF NON-rNFRINGEMENT AND
FI11IIESS FOR A PARTICULAR PURPOSE. Tile panies iDteIId Ibis A&r-t 10
he a "fi_ ...... under Article 2A of IIIc Uniform COIlIIIlelCiBl Code. EX"JllIO
!he exlIIIl IIJIIOSSIy provided, herein BIld to Ihc .._ permilled by appllC8blo law,
YOll waive all richts and ranedin conl'erted upoIl & Iessce by said ArIicIo.
6. INTELLECTUAL PROPERTY INDEMNITY. Xerox, II its ~ will
defend you flOlll, and pay .." ...1_l'Creed 10 by XCIOX or ...y finIl j......-
for. any claim tbat a Xerox-brand Producr infringes I third pIlly's U.s. i....1eauaI
property rights. provllled you plOlllplly notil"y XtmlI of the alIeJed inrrinse-
and permil Xerox 10 d~ the dere-. X..... is IlOl responsible lOr..y ooa-Xotox
liliption .x_ or selllo...... unless it prcapprov.. them in wrilin& To awi"
inrrinsemlllt. Xerox IIlIy modil"y or SUWU1e III .qui...... XClOll-bnnd ProcIuct,
tcftmd Ihc: price paid lOr the Xerox-brBlld Product (less the reasonable rental val..
for IIlc: period it was nl1lab/e 10 )IOU), or oblain ..y necessary liczasa. XCIOX is
not liable for any infri.........l-reIB1Cd liIlliIities outside tile scope of this Secrion
includin.. but noIlimiled 10. inliinlllm... based upon a Xerox-llrand Product beinC
modified 10 your specifICations or being u.... or sold WIth ....oducts IlOl JIlDvided by
Xerox.
7. LIMITATION OF LIABILITY. Xerox shalllO\ be liablo to)lOU for illY direct
dlllllB8fi in excess of$lo,ooo or tho amounts paid hereunder. "'ichcwr i. 8fC11C1".
and neither pony shaD Ile 1iBbIe 10 the _ Cor Illy special, indi*'. ia<:idcatal.
conscquenliBl or puuiti... damaps arising out of or rclBIill8 III Ibis ~
w........ IIIC claim alleges tortious c:ondua (includilllllCCligcncc) or any OIlIer IcpI
dIeory. The Bbo....taliod limillliorl of liability shall DOl be applicable ID ISII)'
specift, indemniliCllioa obliaBliDns IllI forIh in this Asr=m0lll Any Ktion ycIII
rake 'CaiMI Xttox must be _need within IWO (2) years BIlcr the IYIIIl IhIl
c-.eel it
I. ASSIONMENT.
A If you wish to usign any rights ... obliplions.unda Ibis AgrIClIIIlII, )IOU uall
prOVide a _ notice III Xaox of such rcqllCSl fcw COJISIIIl, with said noIice
incJudina tho IIUIlI or the proposed usp. Yow rcquest '" ...... this
AB"'1IDCllI will be &llIIlled by Xerox ie: (t) you ... DOl in default ..... Ibis
~ or illY oIIICr ...-r with Xcroll; (2) IIIC proposed BSSIIlJ1CO """" 10
!he section or this Apemenl titled "LEASE COMMENCEMENT, PAYMENT.
TAXES a CRIDIT HISTORY" as applicable 10 it. for the purposes or lho
proposed assiplllC:lll; (3) Ihc: proposed usi.... meets Xero~'s IIIeD _ ctedil
ereia for simU' 1r8Ii8l:1ions IS determined by Xerox on its sole discMioa; and,
(4) you and Ihc proposed ................ a wri1me. in I bm a...~ III Xerox.
"""firminl said assipJllalt. Assignment by you .equim 1M wrmOR cotIMlIt of
Xcroll and may not be aecoonplished by opmrtion of law.
B. Xcrolll1lBY BSSian1his A&rccment. in whoI. or in pari, 10 a JIIIfCIII, subsidiary or
Iffili... ofXemx, or to I penon or ....iry Cor the pwrposes of sccuritizinJ I pool of
...... or as port of a Ihird pIlly lilllllcial _ion withoul prior ~ III ~
pR).ided. how....r. .." proposed assignmeal 10 a person or .lImy nor ident.flld
p"vlOllS'y In this senIeUCC "'III requim your prior w.itten consal '" tbe "1111 of
III ...ignmenl pmnilted by the prccedilll so-. Xerox. wlthoulllOllCllID YOU.
may m1eas. informllioa il has abouI you related 10 this Agrcemoac.. Ea:b
successive assipee 01 Xttox .shall "ve all 01 lb. liahts bullIOI1. of the obI.pligns
of Xttox haellDdcr. You.shall continue 10 look to Xerox for perfllrllllUlCl or
Xerox's obligalions, includinC the provision of Basic: Seniccs. and )'011 homby
wli.. and release uy assiguecs of Xerox from lIII)' ..ch claim n:1Blin& 10 or arisin&
frora the pcrfo_ of XIIOll'S obliptions hereunder. . You shall_assert MY
def_. counterclaim or K1O/f IhBt you may ..... 01 .llm apinst Xerox IpJlISt
P.20f6
111
. ".__ .__u ,,1;>>'"
Illy l5.ignees of Xerox. In dle evenl of an assiJlllllcnl by Xerox, you shall mnil
paymenu duo in a~ wilb rem"""," insllUClions orlbe wi.......
9. MINIMUM LEASE PA YM6NTS. Each Minimum Lcac PlI)'IIICIIl (wbicll
may be billed on more dI.. one invoic.) intJuOO a PcriocIic B... CIIargc. and IU)I
include a Periodic Minimum NUlllber of PriDIs. The Minimum Lease PoyJIlClIIS,
IIOII/! wilb any lddiliOllllI Prim CbarJos for prinl. mode in ..cess of the Mini......
Number of Prinu, CO\'CI' your <OS1 for the use of Ibe EquiplftCllllnd i1s mlinlCllllll:e
(pro.ided 15 Basic Services).
10. MAI!IrTENANCE COMPONENT PRICE INCREASES. X..... II1II)' onnually
"'- 1IIa1 amount of !be Minimum Leas. Pa)"l1lC1ll and PrUII Chqos you are
charaed roo mainrelllllCC 0( lI1c EquiplftClll (... "MailllClllalz CoqxJncaa"). eaell
sucb ilu:t.... IlOIlO....... 10%. (For s.... Illd Joeol aovcmmcnl QI_, au
IdjUSllllCnI shall. plal:c allh. COIlIIIlCRCClIII of cacb of your annual _
cycles.)
II. TITLE, RISK A RELOCATION. Tille to tbe EquiplllClll slIaIllCIIlIia with
X.rox Old you cxcn:ioe your oprion 10 pu~ it Until you cxaeisc r- 01'1"
10 pun:basc lbe E""ipmcn~ ~ou agre..: la) i. shall .anain pas..... propcny; (h)
you will not IIlaCh My of i.1S a fllllW. to any rcaI C$l1Ie; (c) you will nol pledge.
.ub~.... OJ p.-t WIlli possession of it 01 tile or pmnit to be tiled illY IiGl apinst i~
and, (d) )'011 will not male. any pcmlIIlcal a11eJ1lioas to it. Tbe risk of toss due to
)'0lIl faull 01 ncglipncc, 15 ....Ies dleft. fire OJ dislppcasancc, sball pau 10 you
upon shipmenl fi'om a Xerox conlJOlJcd facility. The risk of IoIS due to all Olhcr
_ shall .emain with X_ unless and lIIIliI )'DII CXCJCioe )'OW" option 10
pllJCbasc the Equipment. Untillillc passes 10 YOU. all Equipment rcIocaIions _
lie ananged (OJ approved in advlllCC) by Xerox and shall be II)'OUJ CIpCDSC. While
[quipmcDI is IH:ina JdocaIcd, you .. .cspoll>ibIc fOJ all pa_,S "'CJUin:d to
Xerox undeJ Ibis Ail_I. Equipmenl elllllOl be n:lo"U,d 0UlSidc of dle UIli1Cd
~-. its. _!">sics or po.....iOJl. ~ ~ hIVe ....oiled Ibe Pwcb... Opckm
indlCllcd IA 1II1S Ai_n, tryou acqmn: lilIc 10 the EquipmenJ. )'OIIlIlIlStcomply
",ilh all applioabl. lows ..d n:gu10ti0ns rcpsdinlthe expon of My COIMlOdity,
lCohnoJocy IIIl1/OI soli...... All pans/JnltCfiats repllCCd. includin& IS pan of III
uparade. will beCOlllC Xerox's properly.
12. DEFAlJLT A REM6D1ES; LATE CHARGES A COLlECTION COSTS.
A. FOJ"y payment not ,"eiYcd by XCI"" wilhm Icn (10) days of IIIc .... disc IS
lei forll1 bercin, XctoI ma~ claarge. and you agree 10 PlY. a .... cIwgc equal 101bc
hip of five perCCJll (S%) of the amounl due OJ ill (not to .xceed rhe maxim.
amount pcrmined ~ law) ... .easonabl. eollccrion COSlS.
B. You will be in defauI1 under Ibi. AgRcn\clIt "(1) X..... docs not r<cci.e lID)'
paymcal wilhin fiftccll (IS) clay. a&r .... d.... il is due or (2) if you bJeach l1li)'
olbet obliption hcramdeJ. If you c1cfauh, Xftox. in IddiJion 10 its oIhcJ ..........
(including .... ceslllion of Basic Services). may requiJe immedil1e pa~~ as
liquidated damages 10J loss of bargain and nul as apcnlllty, of: (a) a1111llOu1l1$1hcn
due. plus inIcJat on 011 amounts due from die due dIJC until paid II !be .IIC 0( one
IIIId OlIC.haIf perceJlJ (1.5%) per mondl (llDl 10 exceed the maximum _I
pcmIiIIed by la..); (1)) the .emainiag Minimum Lcac Paymenl5 in IIIe ~'I
lalllless any unearocd mance, mlinlcnancc, and supply eharJcs (as JIflcc1cd on
lbe ........s books and records); (c) a JCISOIIIbIe dis...I.....,.1lJ fee calculoJcd by
XcmIlbat ",i111lOl exceed fil\ccn pcJCCIII (lS%) ofdle amount ill (h) above (said
_ is available fiom )Ca0l upon n:qucss); and (d) 011 appIieahJe Taxes. You
also shall eilhcJ (J) make dle EquiJllllCllI I.ailablc fOJ ,"""",II by X..... wilen
rcqueslCd to do so by Xcroxllld, lithe lime oflClllOYaI. the Equipmcm JbaIl be in
the IIIIIC COIIdilion as w.... d.ti...... ('CI5OJIable _ ..d tcaJ ex<:cp1Cd). lOCClhcr
with My ..Ia1Cd software, 01 (2) p........ the EquiplllCllt "AS IS, WHERE JS" and
WITHOUT ANY WARRANTY AS TO CONDITION OR VALU6 by payina
XCIOI the Putdlas. Option and III applicable Taxes. X.rox'f dcciskm 10 waiYc..
foqiv. a paniculaJ defauk shall not JlfCYcnl XctoI Iiom dcl:Iaria& any odxr
clef.1I1. In addition, if you defaull undClI!1iS A&n:.....n~ you apcc to pay aI' ofdle
lIlSl5 XcmI illC1lIS to ...f..cc ilS richI5 apiDsI Yllll. meluding __Ie IIlomCys'
fees lAd 1CIIIIl_.
13. CARTRIDGES. Cnidgcs padocd wilb Equipment IIICI .cpl__
Cartridacs II1II)' be IICW, r=naJIufaclllJcd ... 'Cploccssed. Rcmanur.aun:d and
'epIOCCSSCd Cartridacs IIICCI X....... new Carlridp pcrfoJmancc SIIIldaJd$ IIId
COIIfIin new IAcIIor "JIfUCCSIed COIIIJlOIICnIs. To.nbancc prinl quaIily, lhe
Caflrid&c(s) fOf IJlIJ\Y rnodds of Equipment ba.. been clesipcd 10 .....
lillU:tiouins .. a plCdcJamillCd poial. In addilion, many Eqllipmenl modcIs _
desiJned 10 funcuon only wilb c-idges Ibat _ newly mlllufilcJun:d original
XCfDX Cll1J1dgcs OJ with Cartridges intcndc:l roo .... in Ihc U.S. EquiplllClll
oontigwation Ilia! pcIlJ1i1s use of non_l~ manufllClUJed ..iginol Xcrax
Camidges may be a.ailallle from Xuox.. an IddltiOJlal charII'. CaI1Jid&cs sold as
Envi.onftlClllal Panncnbip C"EP") Can.idps remain Ihc property of Xerox. You
IIfCt dall you shall rc1Um all EP c-idgcs and may n:I1Im odIcJ Clf1ridges JO
XClOX. II Xerox's expens. ....... usillg Xcrox-supplicd shippifla 1-" for
lOlIllIDlIfacnuins ...... such Canridacs cease fuaclioaing.
XcroxfllJ1llj SJ 8601&C (OSI2OO5)
11.19:13a.m.
03.16.2006
4{7
.
14. EQUIPMENT STATUS. UnIcss)'GII IIC lCIjUirinB Pseviously .....Icd
Equl~_~ [qui".- will be .itbeJ (a) "Newly Manuflcl\ued". which _y
contain S_ ,"yolcd componoms Ihat ... rocondalioocd; (hI "Fac1~ Pnlducood
New Model", which is manufllC1UJed Illd newly so.iaIiocd .. a Xc:Jox flCt~, lIdds
fimc1ions .... fi:llla.. to a produa pn:violu\y dislSSClJlblecl 10 . XcroI
plCdctcnnillcd SIn\anl, and contaiIIs both IN'" COIIIpOIlCIIIs and NCyeIcd
compo_ that an: JCCQJIditioKd; .... (c) "Ilell\llllllflclun:d". whic:h IIlIs btJClI
fact~ ploduccd foIJowinl di...scmbI~ to a Xerox prcdetcnnincd standard and
contains both new COJIlponcnts and JIlCyclcd componcnts1haJ IIC IOCOJldiIioJled.
IS. LEASE OPTIONS. The following OI'Iions IIC availalll. for Equipmcnllllllject
10 this ApcmcnI.
A. PURCHASE OPTION. If not ill default, you II1II)' puschase the Equipmem, "AS
JS, WH6RE-IS" and wmtOUT ANY WARRAN1Y AS TO CONDITION OR.
V ALV6: (i) II ... end of lhe I.... lCmI fa. Ihc PUJChasc Opuoa indicaled 011 6&
face of Ibis Agn:cmelll (i.e. rilhcJ a ICI dolloJ IIllOWII. OJ the Fail MIfItcl VIII... 01
the Equipment II the lease lCJ\Il'S eoJlClusion ["FMVj). plus all applicable T_
or (ii) lilY 1* durinlthe Icasc tcrm by payi"8: (I) all amoumslbca duc' (2)'"
.cmaininl Min~ ~ PI)'IIlCIIII ifllhc AIfCCIftClll'S tcrm ... any u'n..m..s
f........ rnai_. Illd supply ciIaJps (. ron-d on lhe IcsIlaJ's books and
'_1); (3) a JCISOllaIlle "lCIIpganent fee cah:ulalcd by Xaux th.. will ....
cxcccd fdle... pen:c:n1 (ll%) of lb. _ in (2) abow (said __ is avllilahle
&om Xerox upclJI re<jUCIII); (4) the applicable Pwcbasc ~. and (5) aD
applicable T..... .....-.
B. RENEWAL. Unless.iIbcr paR)' pIOVidcs notice II IcasI dIiny (30) days bcfJn
lhe end of... Icasc ICIIII of ils inlenlion not 10 SCJlCW Ibis AgJ~ it will be
renewed au-.:aDy on a monda__lII basia II ... SIlllC price, 1_ and
eODditions and bij61l1 &cqucncy IS the oriaina1 A&Jecment. DIrilIS dais rawwaI
period, cilhcr pany may ICIIIlm. this A&n:emenl upon .. IeIII thirty (30) days
IIOlicc.
C. LEAS6 TEKMlNA TION. lJpon ICJDI'nation punuant 10 B. IbcM and if )'011
ba.. nol pun:I1ased the Equipmenl, you shall make the EquiPl\lCfll ~aila1l1c for
..1IlOYaI by Xcrax when ~ 10 40 so by X....x and, 111bc time of RIRWII.
IIIe Equipment sbaIl be ia Ibc ..... condition IS wilen dcliVCJCd (..-bIc war
and ..., .xccpled), loplbc. wilb lilY JelaIcd 1OftwaJe.
16. PROTECTION OF XEROX'S RIGHTS. You hereby ..dIoria XemII OJ il$
IJCl1IS 10 file, by any pcnaiasiblc mClll&, fllllllcinc slakl1lClllS necessary 10 p_
Xerox's ripts 15 tbe EqWpmenl Lessor. X_x. on ,.,.. IIcbaIr aad II __
expense. II1II)' like illY acticIn rcqu..... 10 be laic... by YOOS IIflclcr Ibis ~ dw
yooliil to like.
) 7 . REPRESENTATIONS, W ARIlANTIES A COVENANTS. 6ac:b pony
n:psaeDlS ...... IS of lbe dIJC of sbis ACJCClIlCIlI. il .... 1he IawJill power aad
awbOJity 10. CIlJCr illlO 1bis Agfccmau, lb. indi.iduals sipilli 1bis AIJCCIIlCftI ..
duly authorized \0 do 10 on lIS behalf and. by cm..ing I!1is ~ it wiU "'"
.ioI... any Ilw or oIhcr.....- \o...ic:h il is a pany. You.", ""'a_ of
1Ay1hmg III.. will ba>e a mllC.ialllCptivc .fI'cct 011 yaw ability 10 SalislY __
payment obligabos&s under lhif AcJecmcnt and all flflllEial inlOnnaJioft you hhe
pJOllidcd. ... will p.cwidc. III X..... is InIC and ..,..... and proviclcs I aood
n:pICs.mllloD of your filllllClll COJIdilion. Eadt JIIf\)'. apes dw iI will -..eIy
noIJfy dle other party .. wnbnS of I cbaII&e IA ......-sllip. if ilJCIOCIICS ill principal
place of busintss Of cbanps the llIIDC of ill business.
II. NOTlC6S. Noli... must be ill wnting aad will be deemed &ivcn five (5) days
aJlcJ 1I11ilin&, OJ '- (2J days aIlcJ sendinJ by l1IIionIIIy n:cop= 0.......
couricJ. 10 the olheJ pany'. busiDcss ad..... OJ 10 such 0IbCJ ad..... dacignaMd by
either pllly 10 tbe olheJ b~ wrin.. lIOlice aivca p1lJSUllllIO 1bis _ Tbc tenD
"busiDcss 1ddJcss" sbaU _ for )'DII, the "Bill to" addn:ss listed on doe fast pap
of dIis A&r=menI and, fOJ Xcmx. ou. inquiry address set forth on dle JIIOSJ _t
imroice \0 you.
19.. FORCE MAlElJItE.. XctoI sball nol be liable III you during l1l)I period in
~hicb lIS pe~ IS dclIJ'cd or p.....tcd, in u.IloIc .. ill port. by a
CItC1II1\S1InCe beyond lIS n:lSOJIabJc COtlIJOI. which cilCUl1lSlanOCS include, but ...
lI01 limi1Cd 10, the faDowina: act of God (..g.. tIood. canhqoaIcc, wind); 6n:; ww;
~ of a public enemy or ~~ ICI of saboJa&c; sIrik. or other labor dispute; rioI;
mISIdY~~. of doe sea; inab.hl)' 10 __ maIcliaIs and 1 01 transpOJlllion; ... .
.CSIlo:uon Imposed by legISlatIon, III onIcr or I J1IIe OJ ..aula1ion of I pcllllllCJllll
cDIity. If such I eiJcuJnf..... _. Xerox sbaII uncIcnakc JCISOJIIbIc action 10
llOlity you oflbe......
20. MISCELLANEOUS. Thif A&JecmeDl COIlSIilUlCS the CDIm. ag.....-t.. .0 i1s
subjccl _. supencdes III prioJ IIld CJllltcmpor_ OJII aad wrillal
IgJOCI1lCIIts. and ....11 be COJlS1J\ICd IIIIdeJ dle laws of tbe SIIJC of New yat
(wilhoot JCpnl to OODIlicHlf-law plinciplcs). Yoo IIJCC 10 \be jurisdiction IIId
venue oflbe _ and 51... coWU in Monroe CouIlIY, New York. In any action 10
enforce lbif AJn:ana1l, the pasta _ 10 wli.. tbeit ri&h11o I juJy mal. If I
3/1612006
p.30f6
t.' ......
.... ,Itt
..1""
.
c:oun finds illY lcrm of thi. Asreemmlto be UIlCllforceablc, lhe romalllin& lerm. ol
Ihi. Agreemenl shall romain in .ft"ect. Beth panics may rolain a rcproduClioa (e.c..
electroni. illl8g&!. ph01OCOPY. facsimile) oi Ibis ApotI1eIll which sltaIl be
admissil>l. in any action to .Dforce it, bill only lho A,lCOlIlODI hold by Xerox sbIIl
be coJlSidered III oriSinal. X.... may accopI Ibi. Allcemcnl .ilber by ilS
8Illhorizcd .iSDoluro or by COnlmencinc pcrbmanco (..g.. Equipm.... delivery,
iaitillin& Basic ServICe'. ~.). All .h..p -to lIIis A&recmeDl mUSl be IIl8dc in a
writias .ipcd by both pani..; accordingly, illY rerms on your OId.rille documcnls
shall be of no force orelfect. The followinc fOllr 5OlIIcnocs ClJlItroI over e,.., Olher
pan of llIis AgJeomClllllld 0... all oilier documeals now or I.er pcnaiDiDlIo thi6
Agrecmeal. W. blllh in1end 10 comply willi appli"bJe Ilws. In noevOlll win
Xerox charge or colJecr lilY ImOUlIl. in ...... olll1ost allowed by Ipplicable law.
Any pan 01 this Agremenl thol would. but for Ibis Section. be read under any
.ircunullnccs to IIIIow for I chatce hi&hcr 1han that 1110,," under Iny Ippli.abIe
lepllimil. i. limited and modiflCd by this Saction 10 limit the amounts chargeable
under Ibi. Acreemcat 10 the _i_ IIDOUn! allowed under Ihe Iegallimil. If, in
any eircu...w..... any III1OW1I in ex.... of lb. llJo\ocd by law is chaIpd or
received, any such ellargc will be deenlCd limited by lIIe amOtllllIc:pUy aIlowc4
Ind anyamouDI received by Xerox in elIee.. 01 that legally a11o,," will be applied
by us 10 lb. pa)'lllOlll of amollllls legally owed under this A3fecmcnI. or refundcd 10
you.
SOI'TWARF TERMS: The ioll_inS additional rerms apply only 10 uasacri...
_eriDS ApplicallOll Software and/or Xerox-brand Equipmenl:
2l. SOFTWARE LICENSE. The mUowins lerm. apply 10 COpJII'ilhted softwllle
and Ihe accornpanY'''S docUlllCllraioll. includiD&. bill IlO\ limited 10, opetIIin&
'yslCnl softwar&, provided with or within Ihe ~rox.brand Equipment ..quiJal
1len:1UIdcr ("Base Software') .. ..,11 .. software speemcally set OUI.. "ApplicalioD
Software" OR the face of lIIi. Alrcanenl. Thi. license doca not ~Iy to 81\)'
Dlapostic Software or 10 any software I documentation ICCDmpanjed by I
c1ickwrap or shrinkwsap hce... _ment or Olhcrwise made subject to I ~
IiceDsc "8'eemcIIl.
A. Xcro. grants you . nOll....lusivc, DOD-l_sfcrabIe lie.... 10 ... ... a-
Software within die Uniud SIIles. iU lelTltories. and pos$CS5ions (Ihe 'United
51""") mly on or with die EquiJlfllCl1t with which (or willoin which) iI ....
ddivcred. For ApplicaliOll Software. Xerox grantS you I non-exclusive. nOll'
lrIIlsforablc li_ to use this softw"", within chc United Sta1C5 onlOY s..... uail
of .quipment for as IonS as you ore ......1 in die pa)'IIICIII oIlOY indicated
software lic:ensc foes (includiDe lilY Annual Renewal Fe..). You ha,e 110 odIor
riPts to Ihc Bue or IIpplicabon Software and, in. panicular, may 1lOl: 1I)
distribUlC, copy, modil)>, ClCIIt duivali,.. o( decompile. or ..".... ......... thIS
softw..; (2) acr;\'IIO any sDftware cIeIivl:ted wilh or within die Equip_ in an
lIJI8Cti_ ....; or. (l) allow Olhors 10 enPIC in s_. Tid. to the Bare_
ApplicaliOR Software and aU copyrieJus and olhor inl<Dectual propctty rigbll in it
"'all II all limes re.ide soIcIy wilh x..ox and/or irs licensors (who shaD be
con.idered third-party bcncflC..nCS of this AgrcCftICIII's sotlw.. and limitation oi
Iiabilily provisions). B... MId Application Software mBY CODIaiIl, or be IIIOdiIied to
eonllia, compuler code capcbI. of automalically disablins proper opct"""" or
funclioning of 1hc Equipmenl Such disabling code may be 1CIM1ed if. (I) lCC\lIX
is denied reasonable access to the Base or IIppJiCllion Software 10 periodically mel
IlIch code; (b) YOCI arc nOlified of a defauk UDder any ICllII of this AIfCC\IICIl\: or.
(e) your liCOllSC IS tennilllled or expires.
B. ~ may Icrminate your li<CIISC b' any Ilasc Software (I) immedillCly if
you DO 1_ US. or possess the Equ;,mcDl or ... I Jcsaor of die Equipment and
your rust ICSAC no Joncer .... or pas...... i~ or (2) upon Ihe tcnninarion of any
liJCCIIlenl under wllich you bye rented or leased the EqUlpnlall.
C If you llMSfer possession of lhc Equipmelll aIIcr you ~D Iille to it. Xerox
will olTerl/le transfer.. a Ii..... to lISC the Bare Software wishin die United Stares
on or willi k, subj cor 10 Xerox~ thcn.appljgble ~ lid Ii..... te... if lilY, and
pIOYided Ihc tnlI$fer is 101 in ,iolllion ol Xerox's ripts.
D. Xcro. WlUlaDlS that tho Base and Application Software will perfonn in lIlIIOrial
collfonnity with it. user doc:wDcmalion for I ninety (90) day period fromlhc dale 1\
is deliverod or ior sofIwll/e in'lalJed by Xcro~, the date of SOnw.e ...taIl.....
Neither Xerox 'nor ilS licensors warrlllt that tbc a- or Applicllion Soll..are will
be li'cc li'om elTOrS or that its operation wiD be Wlinlcnupt<d.
22. Sorrw lIRE SUPPORT. During the period that lCerOI< (or I dcsi&aatM
servicer) provides Basic Services mr the Equipment but in no event ~... 1han1lvt
(5))'CaB aIler X..... 'lop. taking ordors trom eu.lomers for rhe" acqulStaonofdle
sab.ieJ:t model 01 Equipmem, Xerox (or I dcsillllated SCf\/icor) will IIso proviclo
. software suppan lOr 1hc Base Sollware ...dcr tho foIJOWIll81crms. for IIppliC81ion
SoIIware licensed purs\lln\ 10 chis A&rccm.... lCerOI< WIll plOYide software ~
UDder Ihe following 'orm. provided you are .urreal .. the paytnCIII of all lnilial
Li..... and Annual RellCwa! Fees (Of, '" program. not rcquirilll Annual R_
. f....th. payment oldie lnil;.1 License fee and the lIlDUaI -Suppon OIly" Fees).
..
Xerox formll 5186OlA. (0SI2005)
311612006
11.19:59 a.m.
03- 1 6-2006
5"
A Xerox will 1S5USC dlat Base and Applic<<ion Sollwarc perfOrms m _ia1
confOllllity with iu II5C1 cIocumenlllrioD and will118illlain I lOlI.lice bolJiIIe duria&
.tandard busillCS. bows 10"'_ related qUCSIHlas.
B. XClO~ may make avaiJablc .... re...... of the a- or Applicalion Software
that primll'ily incnrporalO codillC error n... and ... designaled as ""MaiJ1~
Rdc....... MaiDl_ Rdc.... arc provided . 110 cIoarp and must be
implemented within .i. (6) IIIOIIths allcr bciJt& made availallle 10 you. Each.....
Maintenance ReJease .hall be oonsidcred Base or ApplicaliOll Soh.. JIl'o'ClIlCd
by th.se Software Tc:rms. Ne.. releases of Ihc Base or Application Sollwuc tbal
arc nol Maintenance Releases. if any. may be su~tlO oddi1ionalli_ foes at
Xero~~ ...........1 pricinl and shall be clDlSidercd Base or Applicalion Software
govemod by Ihes. Software Terms (uaI... ntherwisellOled). lCerOI< will nDl be ill
bzcach 0I.1s software suppon obliplions hcteulldu il; in order 10 implcmca/, in
whDIe or in pan. a new n:1casc 01 Bare or Appliearion Software provided or made
available to you by Xetox, you IIIUS\ procwe. II your expert5C. additiollal hardwIrc
lIICIIor sollw.. Ilom Xern~ or any Olher cnlity. You qrce to .....m or desboy all
prior releases.
C. Xcrox will use n:lSOIlIblc efbts. .i1bor directly IIIdIor with lis vendors, lO
resolve codin& errotS or provide worIwound. or palChcs, provided you rapon
problems as spceifaed by lCaax.
D. Xcrox .....11IOl be obIipted (I) to support..y Bare or Application Software
that is two or II10rC rei..... older than Xero~'. most ....m release or (2llll r=ncdy
codinc Cl'fO/5 if)'OU ha,. modified the BasI or Application Sollwan:.
E. for Applicalion SolIwan:, lCaax may IlIIlIlIlly incrcue the AMuaI ReaewaI
and Suppon.()aJy F.... each 51Ich........1IOl to exceed 10%. (For staIt and 1ocaJ..
...........t CUSlOlllCQ. Ibis 8lljumncn1 shaIIl8ke place at IIIe ClIrIIIIIOalcme 01
each of your annual COIllrICl cydcs.)
23. DIAGNOSTIC SOFTWARE. SOftware....d 10 mainWn lhe EquiplllClll aadlor
di_ iU fililarcs .. ....,.tandanl performance (coUcctiwly "Diapostic
Sollw...") is embedded ia, resides on, or may be Iooded 0IIl0 tho Equipment. The
DiagnosIie Software and DIOlbod oi entry or ...... 10 it constilUle valuable tnlde
SCClClS ollCerOl<. Tide 10 Ihc Di"8JIGSbC Software shall . a111imcs romain solely
..i\lo ~"'" and/or XeroIt~ b........ You."... thai (I) your acqu.sition of IIlc
EqulJll1lCl1l does nor BflDI you I license or right to use the Diaposlic Sollw... in
..y /IlIlIRCI', and (b) rhat 1UI1css scpantdy licensed by Xerox to do 10. )'OIl willlllll
.... reproduce, disUibuIe. or disclose the Diagoostic Softwan: far any purpose (or
allow dlird p81lics 10 do 10). You asm: II "I times (includina subsequem III die
expiralion ofthi. Acr-ent) 10 allow ~lDJllD ......, monitnr,lIId orlIerwise lake
51eJ115 10 """"'" IIIl8IIlItorize \ISC or rcproduclion ofdle Diapostic Softwan.
GOVERNMENT CUSTOMER TEIlMS' The foil..... additional _ apply
only to ..... IrIDSICtiGns with SIIlC and local government_:
24. REPRESENTII TIONS a WARRANTIES. FUNDJ)/G, TAX TREATMENT &:
PAYMENT.
"- REPRESENTATIONS a WARRANTIES. You hereby n:prestnl and warrant,
. of the dati of Ibis Act........1. lhal: (I))'OU.... I SIIlc or I fully ~ed
political subdivision or apncy 01 the Stale OR whu:b you lro Iocatcd and ...
IUlhoriaed to enlCl into, 8Dd c:any DUl. your obliptions under this AgrccRlCnl aod
any osher documelllS tcquircd to be delivered in conncclioa Mdt Ihc Apccrncoa
(collecliveJy, die "Docu_i; (2) the DocumcnlS have been duly IlIlhoriad,
execulOd and deI.vered by you in accordance willi all applicable lawa, rules.
ordinances and rcguIlIIions (iecludiDJ, bur nor limilcd to, all applicable lawa
sovcmins opon meeli..... public biddin& aad approprialions Rquirod in ~
wilh tIlis A",-I IlId 1IIc ....uisition of the Equipmenr) lIld arc valid. lelll.
binding Ipcemenl$, enfon:c.able in accordance wilh thcit ......... and 1hc pcason(s)
.ignilll lbe Doclamcnts baYC Ihc aulborily 10 do so, .. acl'lIC wid> the filii
autIJorizatioa of your .......inJ body aad hold Ihc olliccs indued below their
.i......,.... each ol wIIich arc 8C\Illine: (3) lhc E...i..- is OSIClIlial to ...
immtdillc performance of I SOV_I or proprietllfY functioa by you wilhin Ihe
.cope of your authority and shall be .sed durinc ~ Icase _. only by you and
only 10 pcrfonn such function; and, (4) your obI,pUons to relAll pI)mCllts under
this AgrccmeoI constitW I ......11I oxpcnsc and nor . debt tmder appl_1e 5lIIe
law and IIIl provision ollhis AIfCCIlICIlI constiMcs I pIedse of your till or pncraI
revenues and ..y provision IhaJ is.o conStrUed by a COlIn of compc....tJUrlsdICl...
is VOId JiOllldle inc:cpcion oflhis A&rccmcllI.
B. FUNDING. You lCJlI....llrId ......... ... all paymeolS due and to become
clue duriD& your cuncn\ fiacaJ year arc within the Ibcal bIJc!8c1 of such ye... ~ arc
included withiD an ....-ictcd and uoenl:Ulllbered appropnatlOll currntly IVIIIabIe
tor Ihe 1eascIplD'Chase ollhc Equiprnonl. ..d Ihal it is your ill1enl to use ~
Equip_ tor the colire ..... Ierm and to ~ all JlIYIIICD15 required ..der thlS
A&rcancnt. In Ihe CYCII\ that (I) lhroqh no ICI,,,,, irIitio1ed by you your Je&isl1l"e
body doca IlO\ approp,,* tiInd5 '" Ihc .<*ituiarion of Ibts II8fCCIllCIll for allY
fiscal Y" after the Iinlliscal year lid has IlO funds to do 50 !tom Olher sources,
and (2) you have made I reasonable but uasucccssfuI ./Yon to fled I creditworthy
I'afe 4 of 6
lt~
..._- .-...... ........--
II'
assp lOoopIablc 10 lWox in its sol. dismtion ..idlin your general orpniulion
who can lXJIIlinu.lhis A&JUIIl.... Ibis Agrcemcol may be lenninated. To cIfcGt !his
lennillMi... you shaI~ thiny (30) days plior 10 tho bqi..... of.... Iisc:ol year for
which your lesislalivc body docs nol IPI'lOptiat. filnds for such upooming Iisc:ol
yell, ....d XaoK written JIOtia: statinB lhaI yout legislative body foiled 10
appropriate filnds and lhII you have made the requited .ffon 10 fiIld on assi......
YOlIr noti"" mllSl be """"",ponied by paymonl of III 5\IJ1I5 lhcn owed lhmusJI doe
<.,rcnl ,.. 10 x..... under Ihis Agreement and DIlI5I wrilY lhII the oaDa:lcd
Equipmenl is n01 beina replaa:d by equipmeal pedormill& .simil. func:Ij... dunng
the: C05LIing fiseal)'Cllr. III addilioa. you 1&* 11 your expalse 10 tCllJlJl Ibe
Equipment in good condition 10 I Iexllion designaled by XeroK and dill, when
returned. the Equipmenl will be free ofoll Ii.... and encumbnnees. You wiD then
be rei...... from YOIll obli&llions Jl) maU 10' funher paymenrs 10 lWox beyond
those due for !be currenl fIScal y.... (with X..... retainiJls all s_ p.id 10 dllle).
C. TAX TREATMENT. This Agrccmenthas been acc:epICd 00.... ....is ofy_
rep_arion IhaI x..... may daim any interest paid by you 15 ex.mpt from
federal ilK'Ofll. taX under Sel:lion 10](c) of !he Code. You apec: 10 oomply with IIle
information ICpOJIina requimnenl5 of SeeI1011 1491.) of.... Code. Such collllllionee
shaD include, bUI IIIlI be limitetl to. dle ..ecution of 803&-<l or S038.oc
lafolllllllion Retoms. You herl:by ""poinl X..... as your ....110 maintain. and
Xerox ogroa 10 main1aio, or...... 10 be mainlaiaed. a complete and accur.. rKGnI
of olI assignments of this Agrccmenl in form sufflCienl to comply wilh the booI:
enuy requirements of Scc:tion 149(0) of !he Code and tho rqulalions pRSCribed
lhen:under from hm< 10 lime. Shoul4 XCfOK lose .... benefll ofdlis exemplioa as a
JC5U1l of your fililure to comply with or be _eted by S_ 103(.) or 'IS
rcgu181ioas, then, IUbjcct 10 IIle availability of funds IOd upon demand by Xaox.
you shall pay XelOK III lIIJlOUIIl .qual 10 its loss in Ibis n:prd. At dle time of
execution of dlis Agreemen~ you ""all provide Xerox with a pr<lpClly prepared and
_d copy of US T....\II)' Form 8038 or 80~
D. PAYMENT. YOUJpaymenl is clue ....hin thlllY (30) days ofOUl' invoi<edllle.
ADDITIONAL TERMS: The foDowin& additiooal tams ....ly ooIy to !be _
Ihat you have apec:d '" 00< 0/1llDR of the options dCSClibod below:
2S. CONSUMABLE SUPPLIES INCLUDED IN BASElPRlNT CHARGES. If
lllis option hIS been selected. Xerox (0/ I desi&llllled .....icer) will provide you willt
black lDIler (excluding hishligln color ronerl, b1ac1: developer, copy Cartridps. and,
if applicable, l'utcr ("Consumable SuppliesM) lhmupo.t Ibe term of lIlis
Alreemenl. For full-coJor Equipment, Consumable Supplies shall also include, as
applicable, colnt lOller and developer. You asm: lbllllhe C..surnable Supplies ...
XeIo1l's propeny .mil used by you, lhal you will use tbem ....Iy wilb !be Equipment.
lhII you will retum 011 Cwidges to Xerox for .......ofacruriRI oace they have
been lUll '" tbeir .....-func:tion poilll (at lWox', 'xpeII5C wbea -I Xeroot.
supplied ""ipping lobeIs), and IhaI II lbe ClOd of.... tentl of this AaJcemmt either
(a) you will return any lIJIlIIed CDOSllmable Supplies to x..... (II Xerox's Cl<JIC*
....... \ISing Xerox-sUPI'liod sbippilll labds)or (b) desttoy _ in I _
penniltcd by "PI'licabIe low. Should your use or COIIs...oble SuppJics ..need
J(emx'. publisKd yields '" lhese Itmns by more tI1an 10%, you opec 11III Xatox
shall have the right 10 cbaI8< you for IOY such .......... WIlen ltqooestcd by
Xetox, you apec: 10 pIOvieIe me.... R:adiDas and iIIVCtItory of ContlllDable Supplies
in Y'" poISMSion.
26. REPLACEMENT I MODlFlCATION OF PRIOR XEROX AGREEMENT. If
this optiCNI hIS been selected, this "reo- will tepiace or modity I pIior
..,_ betweea you and XeIo1l COl'Uina !be specified cquipnleot. If it is a
tqll_ asreemeat. lbe prior IlltcelllClll shall be nuD .... VOId. If ft IS a
modificalioa, Ihe ptior ICfCCIIlCJIl shall rem... ill .llCct ClCcept Ihat III)' terms
pICSCOteG in this modification IgreCfOent Ihat conllil:lwi1h, or .. adcIitm: to, III)' of
lhe tenn5 in .... prior agreemenl shall tat. precedetl<e 0Yet Ibe temlS ift .... prior
..,..,...1 lOt the balll1CC of tbe Agr_. In oddition, modifiellions ttqlIirina a
rnmortizalion of your paymeD15 may include a ooe-time adminiSlJltiwe/proccssina
c:Iliqc dlaI wiD appear on your first bill ....... this ",wised arnnce-cnt.
27. XEROX AS FlNANCIAL INTERMEDIARY. If Ihis optiOll ... been sdCOled.
you lie lcasinl specilically idenlifled Jlfodllcl5 tbaI ""'" ..1<<led by you and that
... 110I sold by XerOK in the ......... course of its bu.i..... If you h... siJned a
purclltie conltal:l for Slll:h plDducu, by silJling this AgrccmeDt you assip ,-
rishlS bill none of ~ obIigllinlls UIIdet web purdaase c:onttaCt 10 Xaox. With
reganl to lbese pmdll<U, you 08fCC dI. x..... i$ leas... them .. you "AS IS,
WHERE IS" lIIId lhal XEROX HAS NOT MADE, AND YOU HEREBY WAIVE,
ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (a) ANY IMPLIED
WARRANTY OF MERCHANTABilITY, FITNESS FOR PARTICULAR
PURPOSE OR NON-INFRINGEMENT, and (b) ANY REPRESENTATION' OR
WARRANTY REGARDING THE PRODUCTS' SUITABILITY, DESJGN.
CONDITION, DURABILITY, OPERATION, QUALITY OF MATERIALS OR
WORKMANSHIP, OR COMPLIANCE WITH SPECIFICATIONS OR
APPliCABLE LAW. Xerox assigns '" you, '" the exlCnlassiplble, III)' ..arratIl)'
Xerox FormII ~11601&:e (OSI2OOS) 311&2006
11.20.42 a.m.
03-16-2006
en
.
rigllls it has to thc:se producIs (which rights shall ""'... 10 lWox if you breacIl did
Agr...-I). YOlI" (I) Ihat thc:se prodacts ... J\Ol COYettd by XCJOill'S
obliption 10 provide Basic Sctwi...; (2) 10 maialain a serwice ......11I for these
prodllClS with I setVi.. prowidcr KCeplabIe 10 Xaox ......ghout this ~'s
term; (3) 10 pay all pmOIIaI property ..... ..llIed 10 these procIucu; and (4) to
sip 10 XemK my ri&bts you "lYe to lhese pIOOlIClS llIllil1itle passes from Xerox
10 YOll (which, sabject 10 MY toftware IiCCll$CS sllttClllDlling tile lCq\Iisilion of1hese
product>, shaD OCCUt when you obtain lille to III X......-bnnd Equipment cowered
by \his Agreementl.
28. FINANCED SOfTWARE TOT At. If this option .... been selecled. the itIili11
license fec:s for any Application Software sel forth in this AgtcemcIlllIIaII be paid
for lIDouJh your MiDittllltl Lease P~ If you bread> this 1ic:eDSe or Ill)' of
your obliplions reganling .... Eq~ .... full _ oflbe miliallicensc fees
shall be immediaIely clue and poyabIc.
29. FINANCED SUPPUES TOTAL. If this option has been sdecled. the <051 of
my supplies you hawe purchased lIIIder this Apement shall be paid for Ibrouch
your Minimum Lease Payments. lfyou bracb III)' of your obligations tep"dill& the
Equipmen~ the fulllll1lOUll1 of the wpply 0lltIS shall become iIMlediMely oM IIld
payable.
30. RE.FINANCE OF PRIOR AGREEMENT If this option.... been selected, tile
..lane< of your pIior indicated __ with Xerox or a thinl patty shall be paid
for tI1tough your Minimum Lease Pa~. If your pnot ......... is ..ith a tbinI
party. yOU bcrcby actnowleels' thll you h""" !be right 10 .....illll. .... .-
and ... 10 p_ide 0 ........... from the thinlopuly idenlifyiaJ the equi~ 1\
i..ue and dle _ to be peid oft' (as ...11 as a s__ from you i*",ifYiIlI lite
payee and mailing addRlSS fi:Ir your payoft' chedc} If your prior ..- _
wi1lt Xerox. tho use of this rd"manoeoplion shaIJ RlIldcr your prior ............ ...11
and wold. If you bRad> Ibs Agreement. the f.1I amouoI of yout prior lIjp1lClJICnI
bII_. sholl be immediately dlx and payable.
31. ADJUSTMENT PERIOD. If this option has been seleetetl, your MWmum
Lease Payment IIldIor Prinl Chqes shall be adjumd in accordance with ..
mcorma.iCNI co...ined in the Alljustmclll Period portion of this Acreemeat; IS a
nsult. your inilill payment(s) shall be dilfetent Iiom Ihose payable 4.rinc IIle
beIance ofthi. A8feelIIaII.
32. K-16 BILLING SUSPENSION. If this optioll .... beeIl selectl4. the
Mainlenan<e Component of)'OUt MiDimltl\l Leue Plyment and Pliol Char.. wi.
be suspended each yell dllriDg .... 1tl0llllls indic...... During these montlls. you
I&tee that you wiD DOIl1SC the EquipmeDI and ..... Xerox shaD not be ICSponsible
for prowiding Basic SeMce$ 011 it. If X..... provides Basic Setvices dwiD& the K.
16 Billing Suspension period. you will be billed 1& Xerox's thcnoQllTCll1 Time and
Materials ('"TAM") rates fi:Ir sach Basic SeMc:es
33. TRADE-IN EQUIPMENT. If this llpIiDR has been sela:led. you .. providing
equipment '" Xaox as pan of this Aarcemeal (MTrade-1n Eq1lipmeat") 18lI1Ile
follow... shaU apply.
A TITLE TRANSFER. You w_ that you have dle ri8ht to _fer litle to the
Trade-Ill Equipntelll and that il has been installed and pedonniDI its intaldetl
function. Title and risk 00... to Ibe Trade-In Equipment shall p.ss to Xeroot .....
Xerox......... it from your"......
B. CONDmoN. YOlI wonantthat thc Trade-In Eq~ is in BOnd wwk..
order. has lIDl...... modified from its original configuratiooo (olIIer _ by Xeroot~
and hIS a UL label attached. You "Fl' to lDIintain 1Ile Trade-In Equ",,- 1\ iIs
pmcII\ siI. and ia subttantillly ilS pJaClIl condilion 1IIIli1_ by Xerolc.
C. ACCRUED CHARGES. Voa "Fl' to pay all accrued c:Iuqcs for the Ttade-In
Equip_ (up to and indudinl payment of the Final Principal Paymelll NWllher)
and 10 pay all mainleaanc:e. administrative, 5lIpply and flJ\lllCC cbarps far this
oqulJlmenll/uougb the dole IilIe pasteS to Xaox.
34. RUN LENOlll PLAN. If this opliorl hIS ...... ....CIed, the flJSl ten prints of
ead> original (per 111I1) ... recorded and billed on botb ........ with all s_"""",
prinlS m:ordcd and billed 00 M..... A only.
3S. FIXED PRICE PLAN. If Ibis option bas beea sdecIcd, X_ will bqo lis
right 10 ilIcrease tl10 Mutenance COIIlponelll throuchoul the inicial IemI of this
~
36. PER-FOOT PRICING. If this option has been sdeded, all Print ChIltJCS will
be billed OIl a per.foo\ basis, with ead>li_ or square fool. as applicable, equa!1O
onepl"
37 EXTENDED SERva HOURS. If this option .... been selected, Xerox will
prow'de Basic: Serwi... d...... lhe l10uts indicalcld, witIt tile fllSt IlWlIber
CSlabIishing dle .umber of.ighl-bour shills covered and.... second eslablishillg lhe
days of the week (..... 2 x 6 MUId provide service from 8.00 AM. to 11 :S9 P.M..
Monday throa&h Saturday). The 005t of this enloaIlced wwine co_. will be
.
p.S of6
tt4'
_ .,...._ ,_...11-'"''''''
1 1 .21.25 a.m.
:l
billod scpualCly and, as such, is DOl included in )'OUf MinImum Le... Payment or
Print Char...
38. A TT AOIED ADDENDA. If this option bas been sdceJcd, you acknowle4p
lhaI one OJ more specified ~dcllda (as indiclled) llave been provided 10 you. These
addellda, which provide oddilianal wms ..1evanI to lbe Uansaoboas covered
he.OllIIder. .. hereby fully inlo8ralCd into this Aareement.
39. NEGOTIATED CONTRACT. If this optiOll hIS been selecled, lbe I'roducls
idcnliflCd in this Agr....... are subject solely 10 the IeIIIlS COIlIained .. (,) eilher
(I) the identified NcgOlillCd CllllUICI lbr a lease uansacli"" or (2) ifthcre.. no
such lcnns ,n Ihe Ncgolialed ConlraC\, Ihc tonns SCIlOr1h in this Agrccmcn~ and, if
applicable and nolW.thstandin@anyrhin8 10 the c:ontraIy set forIb in the NepalCd
Con....~ lll) the "Additional Tenns" potlioa of this Apemenl for dIC scIccted
oplion OJ options to the extent the subjccl rnalIer of any such .."'led 0IIli0n is IlO\
addrcssod in the Ncgotialcd ConIrIcI.
40. DSA CONTRACT NUMBER. If a DSA CcrurllC\ NIIIIIbcr hIS been inscnccI,
the EquipmeIW and/or software idcntiflCd in lIIis Apccmcnl are associ8lod with Ihc
Service.s bcinc prOTided undef Ibe ..fOfCllClOd Documml Services Agrcernem
("OSA"~ bat such EquiplllCllt ....01 software are sllbjCC1 soIcIy to the lenns
conIainccl in this A&r=mcnI.
For eastolllcr support tools to mBlIlIlc your aceo..t online,
visit YOllr Aeeount MBDBllcmcat Jjok @ w_.xcrOLc:om
Xcn>x fortnll 51860l4<. (0SI20051
3/1612006
<1;;....-
It;'l
03-16-2006
7n
Pagc60f6
Sponsored by: Corbridge
..
CITY OF SEWARD, ALASKA
RESOLUTION 2006-34
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, APPROVING AN ASSIGNMENT OF THE AGREEMENT BY AND
BETWEEN THE CITY OF SEWARD AND QUTEKCAK NATIVE TRIBE
FOR OPERATING AND MAINTAINING THE SEWARD MARlCULTURE
RESEARCH CENTER AND SHELLFISH HATCHERY TO CHUGACH
REGIONAL RESOURCES COMMISSION
WHEREAS, the City and Qutekcak Native Tribe ("QNT") entered into an agreement in
December 1997 for the operation of the Mariculture Production Facility and to cover maintenance
costs at the Mariculture Technical Center while producing high quality spat and aquatic plant seed
stalks for the Alaska Mariculture Industry; and
WHEREAS, a new Agreement for Operating and Maintaining the Seward Mariculture
Research Center and Shellfish Hatchery (the II Agreement") was entered into with QNT and QNT has
been operating the shellfish hatchery under this Agreement since May 28,2003; and
WHEREAS, QNT would like to assign its responsibilities under the Agreement to the
Chugach Regional Resources Commission ("CRRC"), a consortium of tribal entities; and
WHEREAS, Amendment No. 1 to the Agreement authorized QNT to assign its rights and
responsibilities, subject to the City's consent and other conditions being met; and
WHEREAS, under this assignment, CRRC would assume all the responsibilities under the
Agreement, but it would not release QNT from its responsibilities, if CRRC failed to perform under
the Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, that:
Section 1. An assignment by and between the City of Seward and Qutekcak Native Tribe for
operating and maintaining the Seward Mariculture Research Center and Shellfish Hatchery to CRRC
in substantial form as presented at this meeting is hereby approved.
Section 2. This resolution shall take effect immediately upon its adoption.
.
~,r;K-
-:1.\"1. v,
PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 28th
day of March, 2006.
THE CITY OF SEWARD, ALASKA
Vanta Shafer, Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Jean Lewis, CMC, City Clerk
(City Seal)
117
COUNCIL AGENDA STATEMENT
Agenda Item:
March 28, 2006
Clark Corbridge, City Manager (jelL 3~ 17-0&'
Kirsten Vesel, Assistant City Manager ~
Seward Mariculture Research Center and Shellfish
Hatchery
.
Meeting Date:
Through:
From:
BACKGROUND & JUSTIFICATION:
The City and the Qutekcak Native Tribe ("QNT") entered into an agreement in December 1997 for
the operation for the Mariculture Production Facility and to cover maintenance costs at the
Mariculture Technical Center while producing high quality spat and aquatic plant seed stalks for the
Alaska Mariculture Industry. A new Agreement for Operating and Maintaining the Seward
Mariculture Research Center and Shellfish Hatchery (the "Agreement") was entered into with QNT
May 28, 2003.
In December 2004, the City approved Amendment No. 1 to the Agreement, authorizing and
approving an assignment to the Agreement to the Chugach Regional Resources Commission
("CRRC"), a consortium of tribal entities. That assignment expired and the parties have requested
another assignment to allow CRRC to continue operating the facility. Under this assignment, CRRC
would assume all the responsibilities under the Agreement, but it would not release QNT from its
responsibilities, if CRRC failed to perform under the Agreement.
Eventually, the parties involved would like to negotiate a new operating and maintenance agreement.
However, a new agreement would involve a longer process and require approval from the University
of Alaska who holds an underlying lease of the property.
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.
FISCAL NOTE:
The only costs associated with this assignment are administrative staff time and legal costs which are
provided for within budget.
Approved by Finance Department ~.Ia.r~
RECOMMENDATION:
Council approve Resolution 2006-1:1. approving QNTs request for an assignment of the Agreement
by and between The City of Seward and the Qutekcak Native Tribe for operating and maintaining the
1:1~
Seward Mariculture Research Center and Shellfish Hatchery to Chugach Regional Resources
Commission.
<j;f" n
-4 i ,,;
ASSIGNMENT OF AGREEMENT TO OPERATE AND
MAINTAIN THE SEWARD MARICULTURE
RESEARCH CENTER & SHELLFISH HATCHERY
THIS AGREEMENT for the Seward Mariculture Research Center and Shellfish
Hatchery is made this
day of March 2006, by and between Qutekcak Native Tribe, a
non-profit corporation organized under the laws of the State of Alaska, P.O. Box 1467,
Seward, Alaska 99664 (''QNT'') and Chugach Regional Resources Commission, a non-profit
corporation organized under the laws of the State of Alaska, 6200 Lake Otis Parkway,
Anchomge, Alaska 99507 ("CRRC").
WHEREAS, the City of Seward is the owner of real property located in the City of
Seward, Alaska; and
WHEREAS, the City, as Lessor, leased the property to the University of Alaska (the
"University") as Lessee through June 30, 2069, under the conditions of a Lease Agreement
dated March 7, 1991; and
WHEREAS, the purpose of the MPF is to produce seed stocks for Alaska aquatic
farms, and the purpose of the MTC is to focus on mariculture research in Seward; and
WHEREAS, the City entered into an agreement with QNT to opemte the facility
pursuant to an agreement dated May 28th, 2003 by and between the City of Seward and
Qutekcak Native Tribe (Master Operating Agreement"); and
WHEREAS, QNT desires that its obligation under the Master Opemting Agreement
for the opemtion of the MPF and the maintenance of MTC be performed on its behalf by
Chugach Regional Resources Commission;
Assignment of Agreement to Operate Ill. Maintain the Seward Maricu1ture
Research Center and Shellfish Hatchery
Man:h 2006
.page 1 oftZ'i)
WHEREAS. CRRC is willing to perform the obligations of QNT. to operate and
maintain MPFIMTC pursuant to the terms of the Master Operating Agreement; and
WHEREAS. the City consented to an assignment from QNT to CRRC in December
2004 and that agreement has since expired.
IN MU11JAL CONSIDERATION of the covenants and promises expressed herem.
and other good and valuable consideration. the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Master Ooeratin2 A2reement.
The Master Operating Agreement referred to herein is the Agreement for Operating
and Maintaining the Seward Mariculture Research Center and Shellfish Hatchery dated
May 28th. 2003 by and between the City of Seward and Qutekcak Native Tribe.
2. Mana2ement & Ooeration of Facility.
CRRC shall maintain, operate and control the facility pursuant to the terms of the
Master Operating Agreement and as provided herein. CRRC shall meet the obligations of
QNT as provided in the Master Operating Agreement.
The Master Operating Agreement shall remain unaffected by this Sub-Master
Operating Agreement except as provided herein. It is the intent of the parties that CRRC
shall assume the responsibility of performing the obligations of QNT under the Master
Operating Agreement. It is not the intent of the parties to relieve QNT of those obligations
but to fulfill them by utilizing the services of CRRC.
Assignment of Agreement to Operate & Maintain the Seward Mariculture
Research Center and Shellfish Hatchery
March 2006
_Page 2 of 7-
1~1
3. Term.
Subject to approval by the City of Seward, the term of this. Agreement shall be from
July 1, 2005 until June 30, 2006.
4. No Release.
QNT shall not be released from its obligations under the Master Operating Agreement.
5. Performance bv CRRe.
CRRC shall perform the obligations of QNT under the Master Operating Agreement
except as specifically provided herein.
6.
Bond.
-
The bond requirement of the Master Operating Agreement shall remain in effect.
7. Insurance.
CRRC shall provide insurance on the same terms and conditions that QNT is required
to provide coverage to the City and the University under the terms of the Master Operating
Agreement. The coverage will also have QNT as an additional insured.
8. City Approval.
This Agreement shall be without force or effect until it is separately approved by the
City of Seward.
9. Further Aereement.
It is intended that by June 30, 2006, a new Agreement will be negotiated between
CRRC, QNT and the City whereby CRRC contracts directly with the City and the Master
Assignment of Agreement to Operate & Maintain the Seward Mariculture
Research Center and Shellfish Hatchery
March 2006
-Page 3 of7-
.. {)-")
.l'-I-
Operating Agreement is replaced with an operating agreement that does not include QNT as a
party. The consent of the University of Alaska will be required.
10. Nature of the Relationship.
QNT is a member of CRRC but they enter this Agreement as separate entities. The
obligations ofQNT are independent of the obligations ofCRRC. The parties are neither
partners nor joint venturers, and they do not stand in an employer/employee relationship.
They are independent, non-profit corporations. CRRC's work shall not be subject to
supervision by QNT, and CRRC shall establish its work schedule, in its discretion, and the
process and methods to perform the services required by this Agreement. CRRC will
perform all services in accordance with applicable laws, reasonable and ordinary business
customs and in an efficient manner.
11. Coooeration.
QNT shall cooperate with CRRC in connection with CRRC's performance. QNT shall
make available to CRRC the records of its operations and shall freely share information with
CRRC as may be necessary or convenient for CRRC to perform its obligations.
12. Default & Termination.
In the event that either party shall after fifteen (15) days notice continue to fail to
perform any of its obligations hereunder, the non-defaulting party may elect to terminate the
Agreement on seven (7) days notice, and such notices to include notice to the City of Seward.
Assignment of Agreement to Operate & Maintain the Seward Maricu1ture
Research Center and Shellfish Hatchery
March 2006
-Page 4 of7-
't ."}. 3
-l-'"'-
13. Hatcherv Operatine Permit.
CRRC shall conduct its operations under this Agreement utilizing QNT's Hatchery
Operating Permit from the Alaska Department ofFish & Game. CRRC and QNT shall work
with ADF &G to transfer QNT's Permit to CRRC as soon as possible. In the event of an
ADF &G refusal, or of delay in transfer, CRRC shall provide notice of such refusal or delay to
the City of Seward.
DATED at
, Alaska this
day of March, 2006.
CHUGACH REGIONAL
RESOURCES COMMISSION
By:
Its:
STATE OF ALASKA )
)ss:
THIRD JUDICIAL DISTRICT )
The foregoing instrument was acknowledged before me this day of March,
2006 by , (title) of Chugach Regional
Resources Commission, an Alaskan corporation, on behalf of the corporation.
NOTARY PUBLIC IN AND FOR ALASKA
My Commission Expires:
DATED at
, Alaska this
day of March, 2006.
QlITEKCAK NATIVE TRIBE
Assignment of Agreement to Operate &; Maintain the Seward Mariculture
Research Center and Shellfish Hatchery
March 2006
-Page S of7-
1 01
.- .
By:
Its:
STATE OF ALASKA )
)ss:
TIllRD JUDICIAL DISTRICT )
The foregoing instrument was acknowledged before me this day of March,
2006, by , (title) of Qutekcak Native Tribe,
an Alaskan corporation, on behalf of the corporation.
NOTARY PUBLIC IN AND FOR ALASKA
My Commission Expires:
Assignment of Agreement to Operate & Maintain the Seward Mariculture
Research Center and SheUfish Hatchery
March 2006
-Page 6 of7-
123
CONSENT
The City of Seward consents to the above Agreement.
DATED at Seward, Alaska this
day of March, 2006.
CITY OF SEWARD
By:
Its: City ManalZer
ATIEST:
Jean Lewis, CMC, City Clerk
STATE OF ALASKA )
)ss:
THIRD JUDICIAL DISTRICT )
The foregoing instrument was acknowledged before me this day of March,
2006 by , City Manager of the City of Seward on behalf of the
City of Seward.
NOTARY PUBLIC IN AND FOR ALASKA
My Commission Expires:
Assignment of Agreement to Operate & Maintain the Seward Mariculture
Research Center and Shellfish Hatchery
March 2006
-Page 7 of7-
\ 1J.~
Sponsored by: Dunham
CITY OF SEWARD, ALASKA
RESOLUTION 2006-35
A RESOLUTION OF THE CITY OF SEWARD IN SUPPORT OF THE
PRINCE WILLIAM SOUND CITIZENS' ADVISORY COUNCIL
COMPILING AN ORAL HISTORY OF THE EXXON VALDEZ OIL
SPILL
WHEREAS, the Exxon Valdez oil spill of 1989 was the largest oil spill in the history of
North America, and;
WHEREAS, the spill did great hann to the marine environments of Prince William
Sound. the northern Gulf of Alaska, Cook Inlet, and the Kodiak Island area, and;
WHEREAS, the spill severely disrupted traditional use of marine resources by residents
of communities throughout these areas and;
WHEREAS, the spill did great hann to the fishing-based economies of communities
throughout the spill area and;
WHEREAS, the spill created great social and economic strains in Seward and other
communities throughout the spill area and;
WHEREAS, preventing spills like the Exxon Valdez requires that we fully understand
its causes, impacts, and lessons and;
WHEREAS, no complete oral history of the spill has ever been compiled and;
WHEREAS, many people with direct experience of the spill have since died and the
memories of others are fading with time and;
WHEREAS, the mission Prince William Sound Regional Citizens' Advisory Council
includes the roles of improving oil-spill prevention and response.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCn.. OF THE CITY OF
SEWARD, ALASKA that:
Section 1. The City of Seward, Alaska supports the efforts of the Prince William Sound
Regional Citizens' Advisory Council to compile and publish, in book form, a thorough oral
history of the Exxon Valdez oil spill.
Section 2. This resolution takes effect immediately upon adoption.
PASSED AND APPROVED by the City Council of Seward Alaska on this 28th day of
March 2006.
. lf1
Mayor & Council Members, Seward City Council,
Prince William Sound Regional Citizens' Advisory Council (PWSRCAC) is
gathering support for gathering information and publishing an oral history of the
Exxon Valdez oil spill (EVOS). The PWSRCAC Board of Directors, including lJle
as your representative, believe this project is important and perhaps long over
due. We have designated $50,000 to start this project in July this year. However
we estimate the total cost of the project to be closer to $250,000. We are seeking
supporting resolutions from all the member entities to help us document
stakeholder support for this project. Hopefully that will help us secure foundation
funding for the remainder of the project.
I have attached a sample resolution for your consideration. I have also attached
a set of talking points developed by Stan Jones (PWSRCAC staff
member responsible for the project) to help provide background of this project. I
would be happy to meet with you to provide further information about this project.
Jean Lewis has told me that the first step in gaining your consideration is to
identify a sponsoring Council Member. If you are interesting in sponsoring a
supporting resolution, please let me know. If you have specific questions
concerning the project I will be happy to answer them within the constraints of the
open meetings laws.
Thank you for your time and support,
John
John S. French, PhD
PWSRCAC, City of Seward Board Member
POBox 1470
Seward, AK 99664-1470
(907) 2244429
isfrenchtfiJ.aci.net
128
Lessons from Prince William Sound
An Oral History ofthe Exxon Valdez Oil Spill
o The Exxon Valdez oil spill of 1989 was the largest oil spill in the history of North America.
olt did great harm to the environment of Prince William Sound and adjoining waters and to the
commercial fishing industry in those waters.
o It created great social and economic strains in communities on Prince William Sound and
adjoining waters.
oln order to prevent or respond to spills like the Exxon Valdez, we need to understand its causes,
impacts, and lessons.
o The mission ofthe Prince William Sound Regional Citizens' Advisory Council includes the
roles of improving oil-spill prevention and response.
o No oral history of the Exxon Valdez spill has ever been compiled.
o Many people with direct experience of the spill have since died and the memories of others are
fading with time.
o Consequently, the council believes the time has come to preserve these personal experiences
permanently in the form of a book we're calling Lessons from Prince William Sound. The first
part will consist of interviews with people who directly experienced the spill and its aftermath:
Alaska citizens; government agency personnel involved with the spill and cleanup; elected
officials who dealt with the spill; and oil industry personnel involved in the spill and cleanup.
The second part will analyze the lessons in oil spill prevention and response to be drawn from
this wealth of personal experience. We intend to make it available in electronic as well as
printed form.
. Release of the book will be coordinated with a campaign of presentations, free copies, and
other forms of outreach to industry, public leaders, and the news media. The book will also be
promoted and distributed at trade shows and conferences. Copies will be provided to libraries in
Alaska and elsewhere, as well as to researchers studying issues raised in the book.
o We expect this project may identify needs that should be addressed in law or regulation, and we
will pursue legislative or policy changes on those issues.
o The council is now starting the process of raising approximately $200,000 in grant funds for the
project, which is expected to cost about $250,000 over two years (including approximately
$50,000 in council funds). Resolutions from our member entities will be instrumental in
convincing major foundations that our project enjoys broad-based grass-roots support among the
communities, people, and interests who were most affected by the spill.
129
. VI~ have drafted a resolution for your consideration as one of our member entities. We hope
you will showyour-supportfor this project and the knowledge it can provide by passing this, or a
similar resolution.
. (If appropriate) We also will appreciate any financial support you feel you can contribute to
this project. Another way to show support is by providing in-kind services. For example, we
appreciate offers to host people who come to your community to conduct interviews by giving
them a place to stay, or supplying transportation during their visit. You can also serve as a
liaison _ connecting our interviewer with people who have important stories to share. All this
demonstrates your community is behind this project.O
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Page 1 of2
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Valdez OffIce
PO Box 3089
339 Haze\et
Valdez, AK 99686
907.835.5957
877.478.7221 {toll free}
907.835.5926 (fax)
Anchorage Office
3709 Spenard Road
Suite 100
Anchorage, AK 99503
907.277.7222
800.478.7221 (toll free)
907.277 .4523 (fax)
Emall US (main address)
24-hou r Incident reporting
contact: 907.751.4489
(Anchorage)
Who We Are
Citizens of Alaska organized the Prince William Sound
Regional Citizens' Advisory Council (PWSRCAC) after
the Exxon Valdez 011 spill In 1989 to provide a voice
for communities affected by 011 Industry decisions In
Prince William Sound, the Gulf of Alaska, and Cook
Inlet. The council Is an Independent non-profit
organization whose mission Is to promote
environmentally safe operation ofAlyeska Pipeline's
Valdez Marine Terminal and associated 011 tankers.
What We Do
The council works to reduce pollution from crude 011
transportation through Prince william Sound and the
Gulf of Alaska. PWSRCAC monitors Alyeska's Valdez
terminal and tanker operations, conducts Independent
research, and advises Industry and government on
ways to prevent 011 spills and respond effectively If
spills do occur. PWSRCAC also Increases publiC
awareness of these areas and variOUS other aspects of
Alyeska's operations, Including environmental
protection capabilities and actual and potential
environmental Impacts of the terminal and tanker
operations,
PWSRCAC and the Exxon Valdez 011 spill
Regional Maps
Brochure: Introduction to PWSRCAC (2004) (pdf/696KB)
131
Resources RFPs
What's New
HELP WANTED: PWSRCAC seeks
skilled & experienced applicants
for two positions: Maritime
Operations Project Manager
and Project Manager Assistant.
Enter the 2006 Whalefest
Poetry Contest. Winning poems
will be read Sunday, April 23rd, in
Kodiak. Prizes will also be
awarded to winning poets. See
our Outreach page for details.
North Slope crude oil spill,
March 2: PWSRCAC is not
involved in the spill cleanup since
it is on the North Slope, but we
are monitoring this in terms of
Impacts to InventorY at the Valdez
Marine Terminal.
> ADEC Division of Spill
Prevention & Response
The date has changed for the
council's September board
meeting in Homer. The new date
Is September 18-19.
Council president weighs in on
Seabulk Pride grounding.
CItizen oversight of 011 prollen to
work: focus on John Devens'
viewpoint in Anchorage Daily
News, Feb. 6.
3/20/2006
PWSRCAC--History ofPWSRCAC and the Exxon Valdez Oil Spill
Page 1 of4
~ Prince William Sound Regional Citizens' Advisory Council
~ Citizen: promoting en'''luntTlent~1I1' :ule opel "llon 01 the ".I, "':1 (, klllilrl~1 and (,~ :ocl,tcd tCinl.el:
Home About . Projects Newsroom Outreach
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J_
On This Page
History of PWSRCAC and the
Exxon Valdez Oil Spill
> Citizen Involvement
Home
- About
Introduction
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Anandallnfonnation
+ projects
+ Newsroom
+ Outreach
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Calendar
+ Resources
RFPs
> Exxon Valdez 011 Spill
> Poor Clean-up Response
> Pollution Monitoring
Citizen Involvement
Before the Exxon Valdez 011 spill In 1989 there was no mechanism,
other than publiC hearings by regulatory agencies, for citizens to
advise the 011 Industry or otherwise speak directly on operations
affecting their communities and livelihoods. Earlier attempts by
Prince William Sound residents to give Input to 011 Industry
representatives were generally met with negative responses.
Much has been done In the years since 1989 to address the factors
that lead to that catastrophic 011 spill. New and revised federal and
state laws and regulations are In place, and the 011 Industry
operates with a heightened awareness of the consequences of a
major spill.
Perhaps the most radical Innovation to come out of the Exxon
Valdez 011 spill was the establishment of permanent, Industry-
funded citizens' councils for Prince William Sound and Cook Inlet to
oversee both the oil transportation industry and Its government
regulators.
The Exxon spill could have been averted by stronger prevention
practices and more vigilant government oversight. Better response
planning In advance could have lessened the Impacts of the spill.
The first three days after the Exxon Valdez 011 spill afforded nearly
ideal weather for 011 recovery. Seas and winds were calm. But the
equipment wasn't ready.
The Exxon Valdez 011 spill was not simply a freak accident. While
Exxon Corp. was Immediately responsible, other factors were IIlso
at work. The 011 Industry, government agencies, elected officials
132
3/20/2006
." . ~ _ ___ LL.......-.1
PWSRCAC--History ofPWSRCAC and the Exxon Valdez Oil Spill
Page 2 of 4
and the citizens of Alaska share responsibility for the complacency
that allowed the spill to occur and failed to ensure a prompt,
effective cleanup.
. The 011 Industry failed to maintain adequate systems for
preventing and responding to 011 spills
. Regulatory agencies failed to protect public resources
because of Ineffective or Inadequate oversight
. State and federal elected officials failed to pass laws strong
enough to protect the environment and give regulatory
agencies the funds they needed to protect public resources
. Except for a few outspoken local citizens, many Alaskans
simply failed to pay attention
The Prince William Sound Regional Citizens' AdviSOry council
believes Alaska waters and the communities affected by the Exxon
spill are, in fact, safer today. But we can never relax. Continued
vigilance Is essential to ensure that protections are not diluted and
gains are not lost as memories of the spill fade.
Exxon Valdez 011 Spill OvervIew
photos immediately below courtesy of Exxon Valdez
Oil Spill Trustee Council.
The Exxon Valdez 011 spill Is the largest
011 spill to have occurred In the United
States and Is widely considered the most
environmentally destructive, due to the
remote and pristine condition of the
damaged area.
The 011 tanker Exxon Valdez ran aground
on a charted rock, Bligh Reef, In Prince
William Sound on Good Friday, March
24, 1989. The ship ran aground after
leaving the designated tanker lanes
133
3120/2006
PWSRCAC--History ofPWSRCAC and the Exxon Valdez Oil Spill
Page 3 of4
because of earlier reports of Icebergs In
the area.
Eleven million gallons (2S7,000 barrels)
-Of Alaska North Slope crude 011 spilled
Into the resource-laden environment,
less than 30 miles from Valdez.
The 011 fouled approximately 1,300 miles
of wildlife-abundant shoreline. Spilled 011
damaged shoreline from Bligh Reef to
Kodiak Island and beyond. 011 washed up
on shores near Chlgnik, as far as 470
miles from Bligh Reef, a distance
comparable to that from Cape Cod to
North Carolina.
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The estimated Initial death toll of the
spill included 250,000 seabirds, 2,800
sea otters, 300 harbor seals, 250 bald
eagles, up to 22 killer whales, billions of
salmon and herring eggs, and other
intertidal plants and animals. Some
injured species are stili recovering.
The people and economies of
communities In the 011 spill region
suffered In the months and years
following the spill. commercial fishing
and tourism were especially affected.
View map of Prtnce William Sound
Photos immediately below are courtesy of the Office
of Response and Restoration, National Ocean Service,
NOAA.
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A brown sediment plume and sheens of
refloated 011 drift away from this oiled
beach as it is cleaned by a team applying
high-pressure, hot-water washing.
Refloating of oil and release of sediment
are often unavoidable consequences of
shoreline cleanup that can cause
additional environmental harm.
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Bags of Exxon Valdez cleanup debris
await disposal. Much of the debrts
collected during the Exxon Valdez
cleanup was eventually deposited In a
landfill in Oregon State, the closest
faCility certified to properly handle the
waste.
poor Clean-up Response
The Initial clean-up response In March 1989 was slow, Ineffective
and poorly coordinated.
The first three days after the Exxon Valdez oil spill afforded nearly
Ideal weather for 011 recovery. Seas and winds were calm. But the
134
3/20/2006
PWSRCAC--History ofPWSRCAC and the Exxon Valdez Oil Spill
Page 4 of4
equipment wasn't ready. Seventeen hours after the grounding,
neither the leading edge of the spill nor the grounded tanker had
been boomed. The few skimmers on-scene were operating
Ineffectively.
Cordova area fisherman took cleanup Initiative. These photos
were taken off of Knight Island In Prince William Sound, on
day 18 of the Exxon Valdez 011 spill dean-up effort. Photos by
former council board member Tom Copeland.
Ollis still present on some shores, despite mechanical and chemical
(bloremediatlon) clean-up efforts totaling more than $2 billion
between 1989 and 1992. Eight sections of beach near Chenega Bay
were cleaned again In 1997. A casual scan of the shoreline reveals
little evidence of 011, but weathered 011 remains trapped beneath
rocks and In the subsurface of the more heavily oiled beaches.
For more details of the Incident, please visit: Exxon Valdez 011 Spill
Trustee Council
NOAA'S National Ocean Service site also offers a good overview of
the Exxon Valdez oil spill and Its effects: Prince William's Oily Mess:
A Tale of Recovery
Pollution Monitoring
While It was the Exxon Valdez incident that focused world attention
on Prince WIlliam Sound In 1989, a catastrophic spill Is not the only
risk posed by the crude 011 trade.
The Sound and Its residents are also at risk of pollution from
routine operations-such things as the release of hazardous vapors
during the loading of crude 011 to the tankers. leaks or permitted
discharges from the Valdez terminal, small spills of crude 011 or
refined products by tankers loading at the terminal, and even the
Invasion of Prince William sound by non-native sea life.
Visit our Projects pages for In-depth Information on these topics.
>top of page
Home I Contactsl Help I Site Map
Copyright @1998-2006
Prince Wi\llam Sound Regional Citizens' Advisory Council all rights
reserved.
Updated February 10, 2006 1:28 PM
.. '15
.\. ...,
3120/2006
Sponsored by: Corbridge
CITY OF SEWARD, ALASKA
RESOLUTION 2006-36
A RESOLUTION OF TIlE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, AMENDING THE CITY PARKING FEES SCHEDULE FOR
CITY-OWNED PARKING LOTS AS LISTED IN ATTACHMENT A
WHEREAS, the goal of the City is the appropriate management of the parking lots in an
effective, efficient and responsive manner; and
WHEREAS, this management style requires a study of fees, uses and policies; and
WHEREAS, the Administration has amended the former schedule in the form of
Attachment A in such a fashion as to reflect the perceived wishes of the community; and
WHEREAS, parking fees are set by Resolution of the City Council.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, that:
Section 1. City Council amends the City parking fee schedule for City-owned parking
lots as listed in Attachment A.
Section 2. This Resolution shall take effect ten (10) days following adoption.
PASSED AND APPROVED by the City Council of the city of Seward, Alaska this 28th
day of March, 2006.
THE CITY OF SEWARD, ALASKA
Vanta Shafer, Mayor
136
CITY OF SEWARD, ALASKA
RESOLUTION 2006-36
AYES:
NOES:
ABSENT:
ABSTAIN:
ATIEST:
Jean Lewis
City Clerk
(City Seal)
13'1
CITY OF SEWARD, ALASKA
RESOUJTION 2006-36
PARKING FEE SCHEDULE
;
North & South Lots - Dailv
o to 2 Hour.... ............................................... ............... ................................................... .Free
2 Hours to One Day......................................................................................................$5.00
Vehicle w/trailer (2 spaces)....................................................................................................$1 0.00
R V's (2 spaces)..... ...... .............. ........................ ..................... ......... .............................. ........ ..$1 0.00
Slipholder Pass...... ... ............. ............. .................. ................ ..... ... ....... ............... .......... ..$1 OO/season
Employee Pass....... ......... ....... ... ...................... ............ .... ................. .... .., ..... .......... .... ....$1 OO/season
Visitor's Pass.... ........ ................ .......... ........... .... .......... ..... .......... ...... ............. ........... .... .$200/season
Multi-Day Pass. .... ..................... ... ................. .... ... ...... ........... .......... .............. ...... ... ........... .$5 .OO/day
Middle Lot - 3-Hour Maximum
o to 2 Hours........ ............ ..... .......... ......... ... .............. ... ........ ............... .................. .......... ..Free
2 to 3 Hours... ............ ............. ................................ ....... ....... ..... ........................ ........... .$5.00
Company Vehicle Pass (12 passes maximum per lot, per season).......................................$350.00
RV's & Vehic!e w/trailers...............................................................................................No Parking
Employee/Slipholder/Multi-Day Pass! Visitor's Pass.....................................................No Parking
Vehicles over 19 feet in length........................................................................................No Parking
Northeast Lot & LOD!!- Term Parkin!!
o to 1 Hour......... ................. ............. ........ ..... ....... ................... ........ ........... ............ ........ .Free
1 Hourto One Day........................................................................................................$5.00
Vehicle w/trailer (2 spaces).. ......................................... ....... .................................................. ..$5 .00
R V's (2 spaces). ........ ................... ............... .... ............ .......... .......... ... ... ..... ............ ... ......... ...... .$5.00
Trailer only... ....... ......... ........ ................ .... ....... ... ......... ....... .... ............ ..... ..... ....... .... ...... ....... .... .$5.00
Slipholder pass......................... ............. .... ....... ............. ..... ................. ......... ....... .... ...... .$1 OO/season
Vehicle w/trailer Pass.... ........ ........... .......... ... ...... ... ........... .... .............. .... ..... .... ..... ... ..... .$200/season
Employee Pass. .... ..... ............. ... ............. ......... ... .... .......... ..... ..... ...... .... ........ .......... ....... .$1 OO/season
Visitor's Pass.... ............. ............ ....... ..... ....... ... ... ...... ..... ....... ... ....... ....... ..... ............... ... .$200/season
Boulder Stadium - when needed
o Hours to One Day......................................................................................................$5.00
Vehicle w/Parking Pass....................................................................................N0 additional charge
Emplovee Lot - South of 4th Avenue boat launch
Passholder Only. ... ....... ....... ......... ........... ... ....... ..... ... ............ ......... ....... .............. .......... .$1 OO/season
Visitor's Pass.............. .......... ........ ..... ....... .................. ......... ................................ .......... .No Parking ·
Downtown Parkin!!
Residential (Downtown resident only)..................................................................................N0 Fee
City of Seward, Alaska
!:38
Resolution 2006-36 - Attachment A
Council Agenda Statement
Through:
March 28, 2006 _~
Karin Sturdy, Parks & Recreation D;-cJf -
Clark Corbridge, City Manager (JJ.. 3 -Z 'Z.. - O.b
Meeting Date:
From:
Agenda Item:
Agenda Item: Seasonal Parking Permit Fee
Increase
BACKGROUND & JUSTIFICATION:
During the 2006 budget work sessions last fall, discussions regarding changes to the seasonal,
public parking permit/passes fees were held. Parking fees are set by resolution, according to
Seward City Code. Action is required at this time to amend the fees, per our current budget.
2005 2006
Slip-holder seasonal pass $30 $100
Employee seasonal pass $30 $100
Vehicle with trailer $60 $200
Visitor's pass $60 $200
We feel it is in the community's best interest to increase parking permit fees. Currently, with the
daily parking fee set at $5 per day, the permit pays for itself after only six uses or three weekends
in Seward.
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.
FISCAL NOTE:
The proposed changes in fee increases are included within the approved, 2006 parking budget.
Approved by Finance Department O~ ~
.
RECOMMENDATION:
City Council approve Resolution 2006-~ending the City parking fees schedule for City-
owned parking lots as listed in Attachment A.
139
Sponsored by: Corbridge
CITY OF SEWARD, ALASKA
RESOLUTION 2006-37
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, APPROVING THE SITE SELECTION LOCATION FOR THE
ELECTRIC DEPARTMENT OFFICE AND SHOP AND AUTHORIZING
THE CITY MANAGER TO APPROVE SITE SELECTION, PURSUE
DESIGN PLANS, AND FUNDING SOURCES FOR THE CONSTRUCTION
OF AN ELECTRIC DEPARTMENT OFFICE AND SHOP ON LOT 6A-l,
FORT RAYMOND SUBDIVISION REPLAT NO.2
WHEREAS, the Electric Department has been sharing numerous buildings around the City
for material and equipment storage and the current arrangements are no longer adequate to meet the
needs of the department; and
WHEREAS, the current lease for office space ends in May 2007 and the facilities are
inadequate to allow for privacy when working with customers and doesn't provide for ample
working space; and
WHEREAS, the construction of a combined office/shop would be a long-term cost savings
for the City and would improve efficiencies in the department; and
WHEREAS, the property located on Lot 6A-I, Fort Raymond Subdivision, Replat No.2,
which is also the location of the City's emergency generators, is owned by the City and is zoned
institutional; and
WHEREAS, this location has easy access for customers and is close to new areas of
development and would provide for increased security of the City's generation and distribution
facilities.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, that:
Section 1. The City Manager is authorized to approve site selection and pursue design plans,
and funding for the construction of an Electric Department office and shop on Lot 6A-l, Fort
Raymond Subdivision Replat No.2.
Section 2. The City Manager is authorized to pursue any and all funding sources.
Section 3. This resolution shall take effect immediately upon its adoption.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 28th
day of March, 2006.
140
l\~
. ....
COUNCIL AGENDA STATEMENT
Meeting Date: March 28, 2006
Through: Clark Corbridge, City Manager (flal.. 3-21-Of,
From: Tim Barnum, Electric Utility Manager j S
Agenda Item: Approve Site Selection for the Electric
Department Office and Shop and Pursue Design Plans
and Funding Sources
BACKGROUND & JUSTIFICATION:
The Electric Department has been trying to get approval for building a new facility for
many years. The current arrangement has the department sharing space at several
locations around the City. This arrangement has the department's materials and
equipment scattered which delays creWS trying to locate the materials needed.
The department bas run out of covered storage space for its equipment and bas bad to
start parking our bucket truck outside, this winter. This bas been the cause of numerous
problems and bas delayed response times to customer power outages. It also raises
concerns about the safety of the equipment when being used around energized lines and
equipment, due to the continuous exposure to the weather.
The lease for space in the Petro Plaza building expires in May 2007. The space is
inadequate for the number of staff that is working in that building. There is not adequate
room for file storage, privacy when working with customers or when meeting with staff
to discuss projects. There is not even enough room to layout project plans in order to
review them.
When reviewing possible locations for a facility, the department developed a list of
criteria for being able to compare properties before bringing a recommendation forward.
Some of the criteria used were:
~
~ Property ownership
~ Non-residential
~ Tsunami run off area
~ Zoning
~ Flood Plain
141
~ Site Development Cost
~ Customer convenience! Access
~ Area to expand
~ Availability of utilities
After evaluating several properties, the Electric department would recommend to
Council that Lot 6A-l, Fort Raymond Subdivision Replat No.2, be designated as the
location for the Electric Department's office and shop.
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.
FISCAL NOTE:
, J,,? ---- ..tuJ,--;:;;;'
Approved by Finance Department: v'(!U...,Li,....) ~
RECOMMENDATION:
City Council approve Resolution 2OO6-31authorizing the City Administration to approve
site selection, pursue design plans, and funding sources for the construction of an Electric
Department office and shop on Lot 6A-l, Fort Raymond Subdivision Replat No.2.
.
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City o/Seward, Alaska
February 27,2006
City Council Minutes
Volume 37. Page
Call to Order
The February 27,2006, regular meeting of the Seward City Council was called to order at
7:30 p.m. by Mayor Vanta Shafer.
"
Opening Ceremony
Police ChiefTom Clemons led the pledge of allegiance to the fl
A plaq
Commerce Advis
There were present:
Vanta Shafer presiding and
Willard Dunham
Steve Schafer
Bob Valdatta
Roll Call
comprising a quorum of the Council; and
Clark Corbridge, City M
Jean Lewis, City Clerk
Johanna Dollerhide, Assistan
Special Orders, P
a lating Seward as the winner of the Alaska Regional
eward students were Phelan Miller, Amy Collman, Tyler
d by Jason Fantz.
d to Roger Mercer for his excellent service on the Port and
Borough Ass Iy Report. Borough Assembly Representative Ron Long stated on
February 7, 2006 the assembly introduced an ordinance -for a $500,000 dollar advance for the
upcoming Arctic Winter Games, but it wasn't set for enactment until after the games. Tim Dillon,
CEO for the games, was able to extend the line of credit in their budget, and the problem was taken
care of. Also on February 7,2006, the assembly introduced an ordinance with a final hearing set for ·
March 4, 2006 to partner with the City of Seward to lease the shooting range. The assembly cut
$910,000 from the 2006 budget, putting back in $60,000 for school maintenance that was originally
proposed to be cut. A productive work session on the proposed budget occurred on February 21,
l46
City of Seward, Alaska
February 27, 2006
City Council Minutes
Volume 37, Page
2006 with the school board. The assembly finalized their federal priorities. Long thanked City Clerk
Jean Lewis for helping get the city's priorities to the borough after hours.
. In response to questions, Long thought there was a shared responsibility between the
state and the federal government for the maintenance of Lowell Point Road. It had been the
borough's number one transportation priority for the last few years, and Long didn't know what else
could be done on the borough's end. He suggested the city and the borough work together in their
lobbying efforts.
as preparing for summer projects. During the last two
city's generators operating. Public Works was working
the ilding's siding issues.
ns _ Corbridge had recommendations prepared for the restructuring
. He hoped at the next meeting the council could amend them as
t mplete set of policies and procedures for all boards and commissions.
er _ The Forest Service met last week in Anchorage. The Park Service,
the Forest Service, an e City had submitted their recommendations for each agency's IT needs.
Corbridge said the city may want to develop an RFP for personnel functions and possibly look into
obtaining a conference manager.
. ~ Long Term Care Facilitv - There will be a public meeting on March 22, 2006 at 6:30 p.m.
with Architects Alaska, and Corbridge encouraged the public to attend.
City Manager's Report. City Manager Clark Corbrid
etting a replacement
's contractor would
week so they can
er by the
the new pilings, the breakwater
award letter would likely be issued this week.
lie meeting.
d in an asbestos inspector's course to help
assessment of buildings in the city that have
Corbridge wanted to bring a city task list to the council, possibly during the alternative weeks
of council meetings. He would like to implement the way the council made changes and wanted
more participation on prioritizing projects.
147
City of Seward, Alaska
February 27. 2006
City Council Minutes
Volume 37,Page
In response to questions, Corbridge said alternative energy information was being compiled
for the upcoming P ACAB meeting. Getting the ferry back in Seward would require a different
political approach, and he was welcome for suggestions. Corbridge thought the city did have the
financing in line for the waterline project. Corbridge thought the decrease in building permits in the
last fiscal quarter was a combination of things, but mainly because building construction was
seasonal.
~
Applicants for two vacancies
Anderson, Carol Griswold, Randall S
Clark introduced themselves and stated
Commissioner. Applicants Carol Griswold
scheduled for public bearing.
Chamber of Commerce Report. Deborab Carter introduc
president of the Chamber of Commerce Board. The Chamber just
and finished their plan of action, which was similar to the pro
proposed. To try and keep relationships up with cruise lines,
in Florida during the third week of March to discuss shore
another small business seminar at the end of March. A
would be in attendance.
anning and Zoning Commission. A big
6 invol g the Long Term Care Facility, the Alaska
eme eral ADA. Keil encouraged the community to
orking on creating a friendlier building permit packet. Keil
se d the boards and commissions recommendations on to
ey could review it and give their suggestions as well.
Ron posed house bill in Legislation that would propose to limit
assessments on as blatant grandstanding. Long stated the best way to defeat a bill
like this right awa to it during the first committee referral, which was to occur on March
14, 2006 at 8 :00 a.m. Seward Legislative Information Office. Long urged those interested in
this matter to attend eferral and voice their opinion. As a member of one of the boards, he also
would like to see Corbridge's recommendations for the restructuring of the boards and commissions.
Approval of Agenda and Consent Agenda
..
Motion (DunhamILorenz)
Approval of Agenda and Consent Agenda
Lorenz wished to add a resolution to the agenda to change the number of members of
P ACAB from nine to seven.
148
City of Seward, Alaska
February 27, 2006
City Council Minutes
Volume 37, Page
Parliamentary inquiry raised by the Chair.
~
City Clerk Jean Lewis stated this motion would be out of order because; no resolution was
prepared, the change to P ACAB would require an ordinance change with two readings, not a
resolution, and it would have to be noticed to the public beforehand.
Scha
models were m
thought the Public
council.
Unanimous
Motion Passed
The clerk read the following approved consent agenda items:
There was no objection to the liquor license renewals fo
BPO Elks, Barbor Dinner Club, Thorns Showcase a
A work session was set on March 21, 2006 for
Planning & Zoning Commission.
Seward
Public Bearings - None
Unfinished Business
Items postponed from the previous agend
Resolution 2006-17. a
from Construction
funds.
the week before and recommended approval
Approve Resolution 2006-17
"th the brand of grader that the city was trying to purchase. Other
Schafer compared some specs he thought were important. Schafer
ent should purchase a CAT 14F and handed out brochures for it to
Thomas said administration was doing what the council constantly requests them to do, to
follow the RFP process, or in this case, using the state's recent RFP which was an acceptable and
legal procedure.
.
Dunham expressed disappointment in this process and agreed with Thomas, the staff did
exactly what they were supposed to for this purchase. If this piece of equipment was what the City
Manager and the Public Works Director recommended the city purchase, then that was the direction
they should take.
149
City of Seward, Alaska
February 27,2006.
City Council Minutes
Volume 37, Page
~
Motion Passed
Yes: Thomas, Valdatta, Dunham,
Bardarson, Mayor Shafer
No: Lorenz, Schafer
New Business - None
Council Comments
the top two vote
mmission with
Other New Business Items
A work session on the Jesse Lee Leadership proposal was sched
p.rn.
After ballot voting, the City Council unanimously
getters, Margaret Anderson and Kevin Clark to t
terms to expire February 2009.
Informational Items and Reports
Bardarson thanked Corbridge for
Science Bowl winners.
tulated the recent Ocean
was nice
week
atte
congratul
students exc
ed for the Planning and Zoning Commission. It
vacancies. He appreciated Schafer representing Seward last
every week placing items on the agenda was being
open meetings act and it gave him heartburn. He also
e B 1 winners. Thomas thought it was nice to see Seward's
ducation cuts Seward had received.
Lorenz att odd Trade meeting last week in Anchorage where Senator Murkowski
was a speaker. Lore ested some economic opportunities that Seward could take advantage of
with the effects ofns gas. Lorenz also spoke of the Alaska Community Foundation and what it
could offer the future of the Jesse Lee Home. The next meeting for the Friends of the Jesse Lee
( Home was March 13, 2006.
Dunham thanked the Olympic winners and hoped the City of Seward would send some fonn ·
of congratulations to our Alaskan competitors. Stu Clark was leaving Seward and Dunham thought
it would be fitting to honor his contributions to Seward. He appreciated the recent Log article
regarding the passing of former Mayor Bob Richardson and hoped he would be honored in some way
as well. Jeff Hettrick was going to invite the council to a walk through of the shellfish hatchery and
!50
City of Seward, Alaska
Pebruary 27, 2006
City Council Minutes
Volume 37, Page
would appreciate if the council attended. Armed Forces Day on May 22,2006 was corning up and
Dunham-really wanted to commemorate it well this year as it used to be done in the past. He would
like to invite the Alaska World Trade Center to meet in Seward this summer.
,
Mayor Shafer asked about possibly donating the city's old travel lift to Louisiana for relief
from the recent hurricanes. Corbridge thought the city's old travel lift would be re.utilized in some
way. Shafer welcomed a group from the Northern Forum to Seward. This group was a
conglomeration of northern rural Arctic countries that brainstorm how economically survive in
their small communities. The Forum was interested in how Seward . its tourism. It was a
nice meeting and she hoped the community would welcome them
Citizens' Comments
t sure if it was a public
Kevin Clark, thanked the council for sel g
Commission. He mentioned a Governor's fo at was
represented at.
Mayor Shafer said she knew of a
event, however.
Adjournment
Vanta Shafer
Mayor
(City Seal)
1.51
City of Seward. Alaska
March 13. 2006
City Council Minutes
Volume 37, Page
"
Call to Order
The March 13,2006, reguIarmeeting of the Seward City Council was called to order at 7:30
p.m. by Mayor Vanta Shafer.
r
..
Opening Ceremony
Police Chief Tom Clemons led the pledge of allegiance to the fl
comprising a quorum of the Council; and
There were present:
Vanta Shafer presiding and
Willard Dunham
Bob Valdatta
Jean Bardarson
Roll Call
Clark Corbridge, City M
Jean Lewis, City Clerk
Cheryl Brooking-City Attorn
mstrong was recognized for receiving the Alaska
lcadon.
City City Manager Clark Corbridge stated the library collection had
never been inve were doing that now and should be completed by the end of March.
He stated the Salv would be contacting the city by the end of March and an agreement
should be completed after. Corbridge mentioned a book named "Dispelling the Fear Factor"
which was for busines branching out to relocate to Alaska. He said the price would be $1,500 for
a minimum set of 15 books and would need direction if council wanted that purchased. He also
mentioned a shore excursion conference was attended by Chamber of Commerce Director Laura
Cloward to establish connections for shore excursions with Holland America. Other items discussed
were:
.
~ The North Pacific Rim Housing Authority (NPRHA) was planning on building a
modular plant and wanted to meet with the city. Corbridge would refer them to the
Port and Commerce Advisory Board.
.e:;f'l
.1 '.JI ~
City of Seward, Alaska
March 13, 2006
City Council Minutes
Volume 37, Page
~ An1lSsessmentfor electric on Elhard Subdivision was received and the city planned
to meet and discuss this proposal and make a recommendation to the city council at a
later date.
)- An application had been submitted to the State Disaster Policy Cabinet (OPe) for
disaster assistance with the recent avalanches and cost to re-establish electric power.
Their recommendation would be forwarded to the Gov or.
)- Electric. The power sales agreement on the
Association (CEA) would extend the power con
5-year options to automatically extend. He
because of the limited ability to interrupt c
charged their regular customers.
)- Parks & Rec. Twelve teams had p
Tournament last weekend, and the sp .
day.
)- Harbor News. Jim Lewis
during a harbor incident
gangway was constructed and
dock project. ey would be
for their quick thinking
e hypothermic. A new
ce g with an RFP for the I and T-
uote for armor rock.
)-
ch Electric beginning March 6. The generators
oted many businesses helped by reducing
ed the 50/50 funded Harbor bills were moving through the
oped they would pass this year. He directed Seward to apply
)-
. They would be replacing the boiler, some carpeting, and electrical
hall.
.
)- Polar Equipment. Corbridge stated there was a lot of misinformation out in the
public about this lease request. A replat was needed along with an extension of the
lease. The city had sent a letter on March 7 to Polar Seafoods, asking for more
details such as; the design of the freezer, junk removed from the site, the clearing of
utilities, documentations of a new lease arrangement, removal of items from the
current dock, and the dock license needed to be negotiated. There were some
conditions set from Planning & Zoning Commission, and Bill Fejes from their
company was working with them on those conditions.
.
153
City of Seward. Alaska
March 13. 2006
City Council Minutes
Volume 37, Page
-;
)> DEC regulation changes. A notice was out on proposed changes to DEC regulations.
Three public meetings would be held in Anchorage beginning March 16.
)> Forest Acres Levee Proiect. Price had increased for corregated metal pipe products
beginning March I It, which would have a direct affect on the levee prices.
)> Corbridge was saddened to report a council member had lIed him on the weekend
and stated his job was hanging by a thread, and d letter written to the
Alaska Sealife Center last Friday be retracted. He ided the letter for the rest of
council and although he thought the letter coul more artfully crafted, it
was legally and factually correct. He reminde bers of the council to
give direction. Corbridge also pointed ou eady and available.
It appeared the majority of the city council wished t
million dollars insurance needed to I million dol
f of the Alaska Sealife Center (ASLC), recognized that
rumor w e ASLC wanted to address their request in a more productive
manner and alife Center was a private local business which employed 110 year
round employe compe ve environment that depended on federal appropriations. Schrock
stated their lease r d diversify the funding base for the ASLC and expand their mission.
He wanted a work se ith the council to properly present this program. To dispel rumor, he
stated there was no fe money involved, and there was no unfair competition in the community.
Schrock mentioned this request started months ago and they bad no access in the public process of
yet. (
Approval of agenda and consent agenda ·
Motion (LorenzlBardarson)
Approval of Agenda and Consent Agenda
154
~
City of Seward, Alaska
March J 3, 2006
City Council Minutes
Volume 37, Page
Amendment (ThomaslLorenz)
Add Resolutions 2006-24, 2006-25, and
2006-27 to the consent agenda.
Amendment Passed
Unanimous
Main Motion Passed
Unanimous
The clerk read the following approved consent agenda items:
Resolution 2006-024,
cash to pay employe
0.330, changing the
ine to seven, and
lie hearing and
The February 13, 2006 regular city council meeting minutes
Ordinance 2006-02, amending Seward City Code Secti
number of members on the Port and Commerce Ad
establishing a quorum of four members. This wa
enactment on March 28, 2006.
Resolution 2006-020, accepting a grant from the S
amount of$2,073.11 and appropriating funds to the Po
drug training, investigation and equi 1.
Resolution 2006-021. amending Rule 22
exclusion of elected officials from the Pub
of Procedures to reflect
nt System of Alaska (PERS).
ncy purchases in the amount oUl.l million resulting
ebruary 11, 2006 and appropriating funds.
New Business
Resolutions
Resolution 2006-022, 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
PaviJion(s) and appropriating an amount not to exceed $36,800.00.
155
City of Seward, Alaska
March 13, 2006
City Council Minutes
Volume 37, Page
Corbridge stated this process went through the normal competitive bid RFP procedure, and
Kumin and Associates Inc, was the best combination of expertise and price for design services. He
recommended approval.
.=
Motion (ThomaslLorenz)
Approve Resolution 2006-022
~.
Schafer stated after speaking to a local builder, this required an architect, and both electrical
and structural engineers. He thought the city was getting their money's orth.
Corbridge reiterated that the c
extend for a bit over 5 years with two auto
extensions. There would be a rate incre
customers.
esolution 2006-023
Corbridge noted state law required if anything would be oc
the foundation and above-ground structure had to be engineere
was in place had previously been engineered.
Motion Passed
Resolution 2006-023. authorizing the city ma
and purchase ofEledric Power and energy with Ch
e customer charge was what the city was
CEA has the certificate of convenience north of the ridge of Lawing,
Motion Passed
Unanimous
Council recesses at 8:55 p.m.
Council resumes at 9:05 p.rn.
"
Resolution 2006-026. accepting an in-kind grant from the Community Solutions Group with an
estimated value of $125,000, and appropriating $22,250 for the purposes of implementing the
Green House@ Project. (laydown)
:'
"
156
.
City of Seward, Alaska
March 13, 2006
City Council Minutes
Volume 37, Page
Corbridge noted a couple oftecbnical errors in the resolution in the packet and produced a
laydown version. The Long- Tentt Care Facility (LTCF) would be modeled after the Green House
Project. Because of this, funding was available to the city to be used for various aspects of the
project. This resolution would accept an in-kind grant for a value estimated at $125,000, and
appropriate $22,250 of city money.
Mayor Shafer declared a possible conflict of interest because of her employment with Seward
Providence Medical Center.
Vice-Mayor Dunham ruled there was no substantial financial
therefore a conflict did not exist.
e bonds of
Motion (DunhamILorenz)
Motion Passed
Corbridge stated this
and if this resolution did
to move forward wi
r the construction of the facility,
e built. He recommended approval
interest because of her employment with
Mo'
Approve Resolution 2006-028
by Valdatta on whether the city was stretching itselftoo thin with
ge stated this project was projected to pay its own way.
I Brooking stated these bonds were revenue bonds. The pledge of
payment for the bond ere restricted to the net operating revenues received. The bond provided for
future parity bonds, thus any other type of bonds such as prison, GO, etc. would not be affected.
"
Corbridge informed that the bonds would have a term between 20 and 30 years, and the life
of the facility was projected to be in excess of 30 years. He understood that the time frame for the
FEMA permit had been built into the accelerated schedule to build the building, and there was no
indication of a delay.
Motion Passed
Unanimous
157
City of Seward, Alaska
March 13. 2006
City Council Minutes
Volume 37, Page
.
Oth-er New Business Items-----
Discussion ensued on travel dates to visit the Alaska Legislature in April, and it was decided
the city would go when Kent Dawson, the city's lobbyist, requested them.
;;
Council member Valdatta wanted to discuss whether Seward should institute its own tobacco
tax. It was decided HB 443, needed to be followed and the Admini ation should build this
into the 2007 budget for consideration.
Council Comments
o the town when they were
ound on those last minute
and thought Seward had an
Informational items and reports
Providence Seward Medical Center 2006 financial st
Bardarson thought a work session with the A
dollars worth of insurance was fine for the Racetrack.
Lorenz, stated the candidates for
here. She appreciated the team effort by ili
requests. Lorenz thanked the Shellfish Hat
amazing resource tucked aw n its waterfro
usinesses grow. He hoped the city would work
atching the historical church that burned
u1led together to put in a sprinkler system in
rking on alternative energy now. He thought the Lions
ts from other tracks around the state.
Dun
work session WI
harbor parking lot
ctrical crew for 25 days of generated power. He also requested a
enter. He thought it would be nice to put in a winter ice rink in the
er. He asked if there would be another car classic from NAPA.
Mayor Share as saddened that Dave Calvert passed away last week. She mentioned the
vacation of Washington Street was listed in the Waterfront Development Plan. She stated the multi-
agency project began, to encourage and bring economic development into the downtown area, during ·
the shoulder season, because more and more stores were closing. Shafer stressed years of planning
went into the exact location to put the multi-agency facility, and why it was best. The plans required ::
the vacation of Washington Street. She hoped this project would ensure the future and growth for
the downtown area.
158
.
'-
City of Seward. Alaska
March 13, 2006 ..
City Council Minutes
Volume 37, Page
Citizens' Comments - None
Council and administration response to citizens' comments - None
Executive Sessions
Went into executive session at 10:15 p.
Came out of executive session at 10:34 p.
Go into executive session to discuss the City
Attorney evaluati
Motion (Thomas/Bardarson)
Motion Passed
Went into executive session at 9:50 p.rn.
Came out of executive session at 10:14 p.rn.
Motion (Thomas/Bardarson)
Motion Passed
utive session to discuss the
ager evaluation.
Motion Passed
Vanta Shafer
Mayor
.
Jean Lewis
City Clerk
~
(City Seal)
15f1
.
MEMORANDUM
FROM: Jeff Estes, Field Engineer
'.
DATE: March 21,2006
TO: Tim Barnum, Manager Electric Utility jb
SUBJ: City Broadcast of WON (Chicago's SuperStation)
I have received notice that WGN is noW digital. The City has an analog receiver and apparently one
spare. I had the existing in service receiver checked and it works fairly well. Our transmitteris
working but in an average state of repair. Most of our signal degradation is probably happening from
transmitter to tower and antenna. However, no clean up of the old tower of now unused lines and
antennas has happened as was projected with the new radio tower I1t City Hall. I still do not know
which antenna is which either on top of City Hall, new tower, 1,10t old tower as was also proposed.
Therefore I cannot even point repair crews iD the proper direction. In any case we are still
transmitting a signal at fair quality to as far north as a check point at Port Ave. I have no known
viewers to ask how their reception is.
Currently, the City pays WGN $101.22 per month for "750 vlewers based on a possible 1413
viewers as I understand it". In this light I called WON as suggested and asked if they would send us
a new digital receiver. They response was "No, we do not" , howeVer the party it was suggested that
I talk to was not available so I will try again.
Along with the digital notice was an offer from Scientific Atlanta good until March 31 st for either a
WGN only receiver at $775 orWGN plus the North American pool of stations receiver at $895. The
City would have to replace the LNB on the dish with a new unit Cdsting $150 (we have one which
may work), and replace the underground cable to the radio room at a cost of maybe $50. Transmitter
and antenna repairs althoul2:h not immediately reQuired may cost $4000. Complete replacement may
cost $9500.
In any case the existing equipment will work barring failure until the first quarter of2007 at which
time the analog signal is expected to cease.
t
~
~
160