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HomeMy WebLinkAboutResolution No. 2008-12Suggested by: Administration CITY OF I{ENAI RESOLUTION NO. 2008-12 A RESOLUTION OF THE COUNCIL OF THE CITY OF KENAI, ALASKA, AWARDING A PROFESSIONAL SERVICES CONTRACT TO BEACON OCCUPATIONAL HEALTH AND SAFETY SERVICES, INC. FOR MANAGEMENT OF THE FIRE TRAINING FACILITY. WHEREAS, It is in the best interest of the City of Kenai to contract for management of the Fire Training Facility; and, WHEREAS, the administration recommends award of a professional services contract to Beacon Occupational Health and Safety Services, Inc.; NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF KENAI, ALASKA, that The city administrator is authorized to negotiate and execute a professional services contract with Beacon Occupational Health and Safety Services, Inc. for management of the Fire Training Facility. PASSED BY THE COUNCIL OF THE CITY OF KENAI, ALASKA, this fifth day of March 2008. AT PORTER, MAYOR ATnTEST: Carol L. Freas, City Clerk Approved by Finance: :~ (02/28/2008) is FACILITY MANAGEMENT AGREEMENT FOR ALASKA FIRE TRAINING CENTER THIS AGREEMENT is made and entered into on this day of March 2008, by and between the CTTY OF KENAI, an Alaskan home-rule municipal corporation with offices at 210 Fidalgo Avenue, Kenai, Alaska 99611-7794 (hereinafter "City"), and Beacon Occupational Health and Safety Services, Inc., (hereinafter "Beacon") 800 Cordova Street, Anchorage, AK 99501. WITNE5SETH: WHEREAS, the City owns the Alaska Fire Training Center (hereinafter the "Center") located in Kenai, to enable hands-on training of fire response personnel in scenarios replicating actual emergencies involving aircraft and structural/industrial settings; and WHEREAS, Beacon has certain technical expertise in the field of firefighter training, including training of personnel and trainers, and the maintenance and operation of fire training equipment; and WHEREAS, the City owns astructural/industrial fire training facility on the Center site, in order to enhance the training opportunities available at the Center; and WHEREAS, the City has constructed an Administration Facility (hereinafter "Facility"), which will accommodate classroom training and certain hands-on training for use of apparatus and fire training equipment; and WHEREAS, the City desires that Beacon accept management of the Center, and Beacon desires to perform management of the Center, under the terms and conditions described herein below; and WHEREAS, this Agreement is intended to allow Beacon to manage and operate the Alaska Fire Training Center for the purpose of providing training and other occupational health and safety services. That training curriculum includes, but is not limited to, safe firefighting, hazardous material, emergency response and public safety/law enforcement. NOW, THEREFORE, in consideration of the mutual premises appearing below, and. other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree, as of the date last appearing below, to be bound by the following terms: Alaska Fire Training Center Facility Management Agreement Page I of 10 L TERM OF AGREEMENT This Agreement shall commence on the date last appearing below, and shall continue until December 31, 2012, at which time it will automatically renew annually unless notice of termination is given 180-days prior to year-end by either party. II. OPERATION OF CENTER BY BEACON Beacon shall perform the following duties throughout the term of this Management/Operations Agreement (hereinafter the "Agreement"). In performance of such duties, Beacon shall not act as the City's agent, except to the extent authorized by this Agreement or subsequent written grant of such authority. Beacon shall obtain any and all permits or licenses relevant to its performance of services hereunder. A. Training. Beacon shall schedule training at the Center on a year-round basis. The training is intended to include, but not be limited to, firefighting, hazardous material, emergency response, public safety and law enforcement. 1. Beacon shall provide to the City a. AARF and Airport Operations training required by Part 139 to City personnel which shall be fully compliant with Part 139 of the Federal Airport Regulations (as amended) at no cost to the City; and b. Structural/industrial training to City personnel on aclass-available and space- available basis at no cost to the City. a. Annual Live Fire Drill training on a space available or reimbursable propane costs basis. d. The only costs would be for training material and if lunch is provided. 2. Beacon shall provide training to third parties. 3. Beacon will generate billings and invoice users for that portion of the Center under its management. 4. The City agrees to pay Beacon a management fee in the amount of $50,000 /amiually to manage the Center. The annual management fee will be modified annually by using the following process: a. By January 31s` of each year Beacon will provide a report of operations that includes a summary financial report. If the Center is profitable the management fee will be reduced accordingly. For example, if it makes $30,000 the management fee would only be $20,000 annually. b. At which time the management fee reaches $0 for two consecutive years, Beacon and the City will negotiate a fair rental rate. Alaska Fire Training Center Facility Management Agreement Page 2 of 10 B. Equipment. Beacon shall provide minor maintenance of training equipment, including audio / visual equipment and computers related to Beacon's use of such equipment. 2. Beacon shall return training equipment/systems at the end of the term of this agreement in substantially the same condition as when received by Beacon, reasonable wear and tear excepted. For lost or damaged items, Beacon shall repair or replace City provided equipment. C. Maintenance of Facility. Beacon shall provide access to the Facility to city personnel (for inspection purposes) during all normal operating hours (and otherwise by reasonable advance notice). The City shall notify Beacon if it requires emergency entry after operating hours. Janitorial services: Beacon shall perform or cause to be performed janitorial sen~ices within the interior of the Facility, except the 4,500 square-foot area on the second floor that may be leased by the City to third parties, including trash. removal, and cleaning of classroom, office, and common areas as required to maintain a neat and clean appearance in the Facility. To the extent any other floor space is used by the City (or a third-paty through the City), apro-rata adjustment shall be made. 2. Utilities: Beacon shall pay utilities directly. To the extent any floor space is used by the City (or by a third party through the City), apro-rata adjustment shall be made. 3. Rontine /Minor Maintenance: Beacon shall perform or cause to be performed routine /minor maintenance on all incorporated systems. All incorporated systems: include: waste water pre-treatment (prior to entering the municipal system); water supply; ventilation and air monitoring, propane plant and liquid propane systems, fire extinguisher charging systems, fire suppression and alarm systems (sprinklers), electrical, elevator systems, plumbing, heating, ventilation and air conditioning and air systems, emergency breathing systems, communication systems, self-contained breathing apparatus tanks, high pressure charging. tanks, and the effluent building structure. However, it shall be the City's responsibility to schedule any inspections (annual or special) which may be required to comply or ensure compliance with any regulations. To the extent any floor space is used by the City (or third party through the City), apro-rata adjusUnent shall be made for maintenance of those articles which are in common use. a: Minor maintenance is defined as items costing $1,500 or less. 4. Other /Major Maintenance: Items which are beyond routine /minor maintenance and which are non-emergency repairs to be performed by the City shall require notice by Beacon to the City; emergency repairs may be performed by Beacon or a party Alaska Fire Training Center Facility Management Agreement Page 3 of ]0 performing at its request, so long as Beacon notifies the City as soon as possible of such repair(s). 5. Facility User Fee Fund: Beacon will establish a facility user fee to be charged to users of the facility. The fee will average $10 per class per studeht_ The fee will be paid to the City by Beacon. The facility user fee is intended to help offset major maintenance items for the Center paid by the City. 6. Warranty Items. Upon discovery of defective workmanship, defective materials, or evidence or poor design, construction or installation, Beacon shall inform the City promptly of such item. 7. Beacon shall invoice the City for any pro-rata adjustments agreed to by the parties. D, Notification. Beacon, by the end of January each year, shall provide the City with a written request for funding any major maintenance and/or equipment items so that the City is able to include such items, if appropriate in the annual budget process. E. Indemnification. Beacon shall save or hold the City harmless from all actions, suits, liabilities, or damages resulting from or arising out of any negligent acts of commission or omission by Beacon, its agents, employees, customers, invitees, or caused by Beacon occupation,. operation, or use of the Facility, and to pay all costs connected therewith, including reasonable attorney's fees. Notwithstanding the afore stated provision, the City shall save or hold Beacon harmless from all actions, suits, liabilities, or damages to the extent resulting from or arising out of any negligent acts of commission or omission by the City's tenant, its agents, employees, customers, invitees (the "Tenant"), or caused by the Tenant's occupation, operation, or use of the Facility, and to pay all costs connected therewith, including reasonable attorney's fees. F. Insurance. Beacon shall obtain and maintain insurance, in amounts not less than those listed below, by insurance companies with acceptable industry ratings, so long as such company is not barred from insuring City assets. All policies or endorsements shall; where possible, name the City as an additional insured. Beacon shall not commence to perform under this Agreement until all required insurance is in full force and effect. 1. Beacon shall provide the Ciry with certificates of insurance within thirty (30) days of the effective date of this Agreement. The insurance shall be provided by a carrier rated "A--" or better by A.M. Best. Comprehensive general liability combined single limit (death, bodily injury and property damage) $5,000,000.00 Worker's Compensation Statutory Minimum Alaska Fire Training Center Facility Management Agreement Page 4 of 10 G. Compliance with all applicable regulation. In performing under this Agreement, Beacon agrees that it shall comply with all applicable local, state and federal regulations pertaining to such performance. Beacon shall not knowingly permit illegal activities to occur on the Center premises. H. Independent Contractor Status. Beacon shall be deemed to be an independent contractor and shall be wholly responsible for the manner in which Beacon performs the services required hereunder. Nothing contained herein shall be construed as creating an employment or agency relationship between the City and Beacon (for the purposes of this Section, Beacon shall include its employees, agents, officers, directors, and subcontractors). Beacon shall be solely responsible for the compensation (including benefits, if any) paid to said parties. Beacon shall determine the appropriate personnel required to perform the duties described herein, and shall select, hire, supervise, and manage such persormel. This agreement does not lease, demise, rent or otherwise convey any land or interest in lands or property, in the Facility or Center, or the property at 450 Marathon Road, Kenai, Alaska L Management. Beacon shall have management authority of the Center for hands-on training on aircraft and structural-industrial settings, including all parking spaces-except 12 which shall be reserved for athird-party tenant. Beacon shall have management authority of the Facility (including the entire first floor and the following spaces on the second floor: prop room and library for classroom and hands-on training). The City shall ensure that use of the second floor space by any third party (non-government entity} is not incompatible with Beacon management and operation of the facility. Subject to the provisions of Section III-J, the City may, on a reasonable and scheduled basis, utilize classroom spaces on the first floor for educational purposes as long as it does not interfere with Beacon management of the premises. The City reserves the right to the use of the Center and Facility during government declared local or area-wide emergencies. III. CITY SHALL PERFORM THE FOLLOWING DUTIES THROUGHOUT THE TERM OF THIS AGREEMENT. A. Ingress and Egress. Provide ingress and egress to Facility for Beacon, officers, employees, agents and invitees. B. City Maintenance of Center Property. The City shall provide all major maintenance of the Facility, non-potable water system (as well as systems to carry run-off from the same), mechanical, electrical and plumbing systems (not including landscaping, grass cutting) and snow removal on the access road and parking lot. Alaska Fire Training Center Facility Management Agreement Page 5 of 10 C. Systems and Equipment. The City shall be provide and be responsible for the major maintenance and/or replacement of incorporated Facility systems, including prop controls and operations panels, which shall be maintained in good working order by Beacon. 1. Major maintenance is defined as items costing greater than $1,500. The Facility User Fee will be used to offset major maintenance items. D. Non-potable Water for Training. The City shall provide (and maintain-routine and otherwise) adequate fire hydrants and/or other water delivery systems required to deliver non-potable water to the training sites around the Center, as well as the systems for carrying away the run-off from same. E. Cooperative Marketing Efforts. The City shall work cooperatively with Beacon to market the Center with the goal of attracting new business for the Center and to retain established clients. The City will ensure the availability of information and materials to enable Beacon to incorporate sales, public relations and local tourism by Center clients. F. Training Vehicles. The City shall provide the training vehicles listed on Attachment A made a part hereof by this reference at no charge to Beacon for use in Beacon performance hereunder. The City shall ensure that the vehicles receive routine service maintenance, annual factory service, and any applicable certifications. The City shall provide automobile liability insurance with an insurance company with an acceptable industry rating in the amount of not less than ONE MILLION DOLLARS ($1,600,000) per occurrence. The City shall provide Beacon a certificate of insurance naming Beacon as additional insured on such policy. G. Exclusivity. In recognition of the extraordinary investment of time and resources by Beacon and the City to develop a comprehensive training site, during the term of this Agreement, the City shall not contract with nor grant to any third party the right to provide fire training services for Kenai on the Center's site, unless such training services are being provided to an audience which includes only person(s) employed by the City of Kenai. Furthermore, throughout the term of the Agreement, no fire-related training on the site shall be scheduled independently by the City without prior coordination with Beacon. H. License Applications. The City shall assist Beacon by providing any information which may be reasonably required by Beacon to obtain permits or licenses, or to otherwise comply with Ioca1, state or federal regulations: IV. MISCELLANEOUS A. Assignment: Neither party may assign this Agreement to another party without the prior written permission of the other party. However, no assignment shall relieve the original contracting party from its obligations hereunder, and the assignee shall be subject to all terms and conditions of this Agreement. Alaska Fire Training Center Facility Management Agreement Page 6 of 10 B. Default, Right to Cure, and Termination. L Termination. This Agreement may be terminated by either party by giving ninety 180 days notice. 2. Accrued Fees. Upon termination of this Agreement by either party, for any reason whatsoever, the parties shall pay to one another fees accrued through the date of termination; but the payment and acceptance of such sums by either party shall be without prejudice to claims by either party for damages arising out of the breach by the other party of this Agreement, including wrongful termination. 3. Return of Property. If, at the time of termination, either party has in its possession funds ar other property of the other party, such property shall be retuned to the owner immediately, but not later than thirty (30) days following receipt of written notice. 4. Rights and Remedies. The rights and remedies of the parties contained in this section are not exclusive and are in addition to all other remedies available to the parties aY taw or in equity. 5. Non-waiver. The failure of either party at any time to enforce a provision of this Agreement shall in no way constitute a waiver of the provision, nor in any way affect the validity of this Agreement or any part hereof, or the right of such party thereafter to enforce each and every provision hereof. 6. Amendment. This Agreement may be amended only by written agreement executed by the parties. 7. Choice of Law. The laws of the State of Alaska shall govern the rights and obligations of the parties under this Agreement. Any action commenced under this Agreement shall be filed in the Third Judicial District at Kenai, Alaska. 8. Severahitity. Any provisions of this Agreement decreed invalid by a court of competent jurisdiction shall not invalidate the remaining provisions of this Agreement, unless such provision is reasonably considered by either party to have a material impact on the financial or operating control of the Center. Should either party reasonably consider an invalidated provision to be material, either party may terminate this Agreement with ninety (90) days prior written notice, subject to all other termination provisions set forth herein or in the Lease. C. Right of First Refusal: Beacon has first refusal rights to the additional space on the second floor when the current lease has expired. D. Naming of the Facility: Beacon has right to use/refuse the Facility's current name "PRISM Training Center." Alast<a Fire Training Center Facility Management Agreement Page'? of 10 E. Current Upgrades /Repairs: The City shall perform or cause to be performed the Center/Facility's equipment, as per list provided to the City, shall be brought up to current 2008 operation standards to insure that all equipment is and remains fully funotional. F. Notices. A11 notices required by This Agreement shall be in writing and shall be sufficiently given and served upon the other party if sent by registered or certified United States mail, postage prepaid, and addressed as follows: IF SENT TO CITY City Manager City of Kenai 210 Fidalgo Avenue Kenai, AK 99611-'7794 or at such other place as the City may, from time to time, designate by notice to Beacon. IF SENT TO BEACON Beacon OHSS, Inc. 800 Cordova St. Anchorage, AK 99501 Attn: Mark Hylen or at such other place as Beacon may, from time to time, designate by notice to the City. G. Force Majeure. Except as otherwise provided, neither party shall be obligated to perform hereunder, and neither shall be deemed to be in default, to the extent its respective performance is prevented by fire, earthquake, flood, act of God, strike, picket, or boycott of the Center, riot, civil commotion, or other matter or condition beyond the control of the parties; including the unavailability of sufficient fuel or energy to operate the Center, or any law,. ordinance, rule, regulation, or order of any public or military authority stemming from the existence of economic controls, riot hostilities, war or governmental law and regulation. H. Integration. This Agreement and all incorporated attachments and appendixes hereto embody the entire agreement of the parties relating to the services to be provided hereunder. There are not promises, terms, conditions, or obligations other than those contained herein, and this Agreement shall supersede all previous communications, representations or agreements, either oral or written between the parties. II~T WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. PASSED and APPROVED by the City Council of the City of Kenai, Alaska, on the _ day of 2008. Alaska Fire Training Center Facility Management Agreement Page 8 of 10 CITY OF KENAI By: Rick R. Koch, City Manager By: ATTEST: Carol L: Freas, City Clerk APPROVED AS TO FORM: Cary R. Graves, City Attorney STATE OF ALASKA ) )ss TFIIRD NDICIAL DISTRICT ) THIS IS TO CERTIFY that on this _ day of 2008, RICK R. KOCH, Kenai City Manager, being personally known to me or having produced satisfactory evidence of identification, appeared before me and acknowledged the voluntary and authorized execution of the foregoing instrument on behalf of said City. Notary Public for Alaska My Commission Expires: Alaska Fire Training Center Facility Management Agreement Page 9 of ]0 STATE OF ALASKA. ) )ss THIRD JUDICIAL DISTRICT ) THIS IS TO CERTIFY that on this _ day of 2008, , for State of Alaska, being personally known to me or having produced satisfactory evidence of identification, appeared before me and acknowledged the voluntary and authorized execution of the foregoing instrument on behalf of Notary Public for Alaska My Commission Expires: Alaska Fire Training Center Facility Management Agreement Page 10 of 10