Loading...
HomeMy WebLinkAbout4792 RESOLUTION NO . 4,792 A RESOLUTION ACCEPTING THE BID OF ATLANTIC & GULF STEVEDORES , INC. , TO LEASE AND OPERATE THE LITTLE ROCK PORT FACILITIES; TO AUTHORIZE THE LITTLE ROCK PORT AUTHORITY TO EXECUTE A LEASE AGREEMENT WITH THE SAID ATLANTIC & GULF STEVEDORES , INC. , AND TO T'PT'IF": THE ACTION OF THE LITTLE ROCK PORT AUTHORITY IN ENTERING INTO THE LEASE AGREEMENT AND FOR OTHER PURPOSES NOW, THEREFORE , BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS . SECTION 1 . Pursuant to the advertisement of bids by the City of Little Rock, Arkansas , for the lease and operation of the Little Rock Port facilities , Atlantic and Gulf Stevedores , Inc. , submitted the highest responsible bid. That company ' s bid to lease and operate the Little Rock Port facilities is hereby accepted. SECTION 2 . The Little Rock Port Authority is hereby authorized to enter into a lease agreement with Atlantic and Gulf Stevedores , Inc. , in the form and words of a lease agreement attached hereto as Exibit A and made a part of this Resolution by reference and any action by the Little Rock Port Authority in approving this lease agreement is hereby ratified. SECTION 3 . This Resolution shall be in full force and effect from and after its adoption. ADOPTED: May 16 , 1972 ATTEST: APPROVED: !",74 4Cdej14, C gilt•rue. CLERK MAYOR 0 r Td`?1ST; ?1(_IVT'Y11'n1T This Lease Agreement entered into this clay of `Jfl( • 1972 by and between the Little Rock Port Authority of the City of Little ittic Rack, a muni- cipal corporation (hereinafter called "Authority") , and Atlantic & Gulf Steve- dores, Inc. , a corporation organized and existing under the laws of the State of Louisiana (hereinafter called "A&G") , 'W I T N E S S E T H : WHEREAS Authori..t.x is the owner of the Little Rock Port Terminal facil- ity, a river and rail terminal located in the County of Pulaski, State of Arkan- sas (hereinafter called "the Terminal") ; WHEREAS A&G is engaged in the business of stcvcdor.in._f and operation of docks, and desires to lease and to operate the Terminal; and t• DEPJ?AS Authority is willing to lease the Terminal to A&G, provided, however, that the Terminal will be so maintained and operated as to provide ade- quate -scrv.ice at reasonable rates for water borne traffic in a manner which shall be in the best interest of the City of Little Rock, Arkansas, and in the best interests of the shippers in this area and of the public generally; NCR, THEREFORE, in consideration of these premises and the mutual promises, covenants and agreements of the respective parties hereto, it is hereby agreed as follows: • 1. Premises Demised. Authority hereby leases, lets and demises, cony m ncing on the 1st day of July, 1972, hereafter referred to as Effective Date, to A&G, and A&G hereby hires from Authority the Terminal, consisting of that area outlined and described in Exhibit "A" , wing attached hereto and by this reference made a part hereof. 2. Term. The term of this Lease and Agreennt shall.cxm_nce on the Effective Date and shall remain in force and. effect for a period of ten years thereafter, unless the same shall be sooner terminated as provided herein. -2_ 3. Building and_Tracks Jncluedf'cd. Aut:ho_ity leases to and will make available to A&G all of thca facilities located on the real properly of the Terminal, includin j buildings, sea wall and certain trackage and all land loca- 1 teed on said site as outlined on Ex'iibit "A" but other trackage and necessary easements for future ncedPd trackage roads, or utilities are hereby reserved., provided such shall not interfere with A&G's operations hereunder. 4. Maintenance and Repairs. A&G accepts the leased property and c uiprrent in its condition as of the Effective Date and shall maintain and keep it in like condition during the term hereof, reasonable wear and tear excepted, except that Authority shall maintain the walls and the roof of the terminal building. A&G further agrees to provide normal maintenance to keep the Termi- nal facilities in operating condition, including the clearance of debris and other item from and about the Terminal. A&G further agrees that it will main- tain the building (including all offices and toilets) and grounds in a neat and orderly manner and w131 not permit the accumulation of debris or other unsight- ly accumulations at any time. 5. Services Furnished. A&G agrees to operate the Terminal as a public facility and to provide and furnish adcx uate facilities and services as needed, subject to the reasonable capacity of the Terminal, for loading, unloading or transferring of freight from barge to car, from car to barge, from barge to warehouse, from warehouse to barge, from dray to warehouse or from warehouse to dray, from truck to storage, from storage to.truck from car to storage, from storage to car, from truck to car, from car to truck and for the flooring, pump- ing of barges, all such services shall be at reasonable rates as established • by A&G. A&G shall furnish all equipiient necessary to adequately furnish these services, including a crane of adequate capacity. A&G agrees to have a repre- sentative present in the Terminal area during all normal business hours. 6. Rental Charges. All terminal charges shall accrue to A&G. A&G agrees to pay to Authority as follows: (1) Wrenty cents per 2,000 lbs. on all packaged merchandise of every description. • _ _ -3- (2) Seven and one-half cents per 2,000 lbs. on all dry bulk cargo of every description. (3) Ton cents per 2,000 lbs. on all iron and steel articles. (4) Ten cents per 2,000 lbs. on all liquid cargo of every description. (5) Thirty per cent of billing on cargo of every description stored in Warehouse in excess of seven calendar days. 1 (6) Ten per cent of billing on cargo of every description stored on outside storage facilities in excess of seven calendar days. A&G shall be obligated to make guaranteed annual rentals as follows: (a) First year: $18,500 for Itmms (1) , (2) , (3) and (4) above, plus the stipulated percentages on the actual amount of additional revenue earned from storage of cargo included in Items (5) and (6) above. (b) For years two through ten: The guaranteed minimum rental, off` $18,500 would be increased each year $1,000 as shown below: (Actual revenue earned from storage of cargo included in Items (5) and (6) above will be in ad- dition) . Second year $19,500 Third year $20,500 Fourth year $21,500 Fifth year . . . . $22,,,5 00 Sixth year . . . . . $23,500 Seventh year. . . . . $24,500 t Eighth year $25,500 1 Ninth year • • • • • • $26,500 1 1 Tenth year $27,500 tt A&G shall pay the annual guaranteed rentals in monthly installments, any overage may be deducted from succeeding monthly payments if said payments are in excess of the monthly guarantee. A&G will furnish to Authority's port manager a report of each barge. as �� it arrives, reflecting the consignor, consignee, cargo and tonnage, and at the ( p . • i -4- N ^ end of each month a summary report reflecting a breakdown of the cargo handled and how the rentals were computed, which will tie in with the initial reports, or as otherwise ac;reecl. _ 7. Operation of Terminal. A&G shall operate the Terminal in a good and workmanlike manner providing for the prompt and expeditious handling of freight as specified in Paragraph 5 herein and providing for adequate fleeting service with a safe place for the tying and mooring of vessels and barges and watchmen and custodial service for the guarding of said vessels and for guard- ing of all cargo stored upon the premises and will pump the vessels when neces- sary in the interest of safety. 7A. Tariffs. A&G does not presently contemplate any change in the tariff as it now exists, but would further propose that any changes in tariff will be done with Authority's consent. A&G will have printed a more articulate , Tariff that would be indicative of existing competitive tariffs in the general area specifically spelling out conditions and terms. 8. Erection of Buildings on Leased Premises. A&G is hereby granted the right to construct and erect a building or buildings upon the leased prem- ises at such location or locations as will not interfere with the operation of the Terminal, subject to the approval of Authority, which will not be withheld unreasonably. The rights and obligations respecting such new buildings shall be covered under separate agreement. 9. Lessee and Independent Contractor. It is understood and agreed that in the maintenance and operation of the Terminal, Authority is interested . only in the results obtained, and the detailed manner and method of doing such work and maintaining the Terminal shall be under the control of A&G. It is further understood and agreed that A&G is a lesso, and, with respect to all its activities, an independent contractor; and it shall be entirely responsible • for its own acts and for the acts of its employees loyees while engaged in this work and that Authority siial.l not be liable or responsible in any manner or to any extent for any violation by A&G of any City ordinance or. State or Federal law resulting from or arising out of the performance of the work or activity, or -5- for any injury, expense, loss or d97-lacy, to the property or person of any indi- vidual, partnership, corporation or other business entity or governmental sub- division; and A&r: hereby covenants and agrees to indaiinify, protect and save Author.i_t harmless from any such injury, expense, loss or damage so incurred, including any reasonable attorney's fees in connection therewith unless such injury, expense, loss or damage arises fr_can the Authority's own negligence or carelessness. • • 10. Insurance. A&G agrees to carry, maintain and continue in force at its sole expense, throughout the performance of this Lease and Agree l ent, insurance in duly qualified ccmpanies as follows: A. l^brk an's Compensation insurance in amounts re- quired by the laws of the State of Arkansas cov- ering all operations in connection with the per- fonnance of this Lease and Agreement. B. Aut.alobile liability insurance covering all op- erations in connection twith the performance of this Lease and Ayreeni nt (including coverage on o.ine(1 and non-awned autcxnotive equi.prrerrt) witlh bodily injury limits of not less than $500,000 for injuries to, or death of, any one person, 'not less than $1,000,000 for injuries to, or death of, no)re than any one person resulting from any one accident; and property damage lim- it of not less than $25,000; and $10,000,000 ex- cess insurance. C. General liability insurance covering all opera- tions in connection with the performance of this Lease and Agreement with bodily injury limits of not less than $500,000 for injuries to, or death of, any one person and not less than $1,000,000 for injuries to, or death of, more than one person resulting from any one ac- cident; and property damage limit of not less than $250,000 and $10,000,000 excess insurance. D. A&G agrees to furnish a certificate or certi- ficates of insurance under all such policies which certificates shall provide that prior written notice of material change in, or can- cellation of, the policies shall be sent to Authority addressed as provided in Paragraph 15 herein. Authority agrees that insurance, if any, of the nature provided by the Arkansas Standard Fire Policy covering the whole or any part of the Terminal shall be for the account of Authority. • • A -6- 11. Taxes. All taxes assessed agaii,st A&G's operations under this Lease and Agreement by governmental authority, whether Federal, State or Muni- ci.pal, shall be for the account of A&G, except any taxes, if any, imposed by any such authority upon the ewnnership of real. property (other than those im- posed upon any buildings constructed by A&G pursuant to Paragraph 8 herein, or upon the ownership of the leasehold interest hereunder) , which shall be for the account of Authority. 12. Unilateral Termination by First Part. In the event that A&G during the term of this Lease and Agreement shall: A. File a voluntary petition in bankruptcy, or B. Make an assignment for the benefit of creditors, or C. Be adjudicated a bankrupt, or D. Be judicially declared insolvent, or • E. Abandon the premises, or • F. Fail to perform any covenant or agreement herein contained, Au- thor t_ shall have the right to terminate and end this Lease and Agreement by serving upon A&G 30 days notice to that effect; provided, however, that upon the expiration of the said 30 days after service of the said notice, unless • such default is cured, the term of this Lease and Agreement shall thereupon cease, determine and end in the same manner and with the same effect as though it were at the expiration of the term hereof. At the termination of this Lease and Agreement for whatever reason, A&G shall' have a reasonable time to rerrove any of its equipment and any building or buildings which it may have erected • pursuant to Paragraph 8 herein from the premises of the Terminal; provided, • however, that Authorit shall have the option to purchase such building or buildings (not its equip-tent) at the fair market value thereof. 13. Non-Assignability. A&G agrees that it will not assign this Lease and Agreerent, or sublet any of the premises, in whole or in part to any per- son, firm, corporation or other. loyal entity without first obtaining Authcorit 's written permission to r: rke. such assignment, such consent not to be unreasonably withheld. If any such assigru ent is nude without consent of Authority:, this J -7- Lease and Agrecnrnt shall automatically terminate. 14. Fire or Other. Destruction; Force Ma cure. If, during tale. term of this Lease, the Terminal, including the improverents thereon or the waterway shall be destroyed or partially destroyed from whatever cause, so as to render the premises or waterway substantially unfit for the operations conterplated herein, and if it shall be so badly damaged that it cannot be repaired within six months from the happening of such damage, then this Lease and Agreement shall terminate and become null and void from the date of such damage or de- struction, and A&G shall immediately surrender said premises and all interest therein to Authority.; and in such case, Authori' may re-enter and re-possess said premises discharged of this Lease and Agreement, and may renove all par- ties therefrom. If, haaever, said premises shall be repairable within six months from the happening of said damage, Authority, may at its option, repair the same with all reasonable speed and this Lease and Agreement shall continue in force without interruption. It is agreed that fire, flood, earthquake, or other acts of God, as well as labor disturbances or other events or occurrences not within the rea- sonable control of either party, but which prevents either party from perform- ing hereunder, shall be deenrd an event of force majcure which shall excuse the party affected thereby from the performance of its obligations hereunder for so long as the conditions resulting from such force majeure continue in effect; and the rent stipulated herein shall abate during any such period of force majeure. 15. Notice. For the purpose of giving notice in accordance with any paragraph herein, the post office address of Authority shall be Chairman, Little Rock Port Authority, 1423 East Gth Street, P. O. Box 231, Little Rock, Arkansas, 72203 and the post office address of A&G shall bo Atlantic & Gulf Stevedores, Inc. , 601 Louisiana Avenue, P. O. Box 15119, New Orleans, Louisiana 70115, which addresses shall.be considered as the proper mailing addresses un- til changed by written notice as herein provided. Each notice called for here- in shall be sent by United States Registered Mail, postage prepaid, return re- Is -8- ceipt requested, and shall be effective three days ' (exc.Lusive o1: Saturdays, Sundays and legal holidays under the laws of the State of Arkansas) subsequent to the date on which notice is mailed in said manner addressed to the party hereto to be notified. The parties shall have the right to change their re- spective post office addresses as herein designated at any time and from tine to time by giving the other party notice in writing of such change. 16. Rights of Others Under Lay. Nothing herein expressed or implied is intended, or shall be construed, to confer upon or give to any person, firm or corporation, other than the respective parties hereto, any rights or reme- dies or by reascn of this Lease and Agreement. 17. Modification. This Lease and Agreement may be modified only by written agreement signed by both parties hereto. 18. Descriptive headings. The descriptive headings of this Lease and • Agreement are inserted for convenience in reference only and do not constitute part of this Lease and Agree:ent. 19. On Wham Binding. The conditions, terms, provisions, covenants ' and agreements contained herein shall inure to and be binding upon the parties hereto and their respective permitted successors and assigns. 20. Authority shall have the right to use without charge a part of the office space located in the terminal building, the amount of such space to be mutually agreed upon. A&G will also bear one half the salary taxes and in- surance covering one female secretary employed by the Autlho_rit . T • IN WITNESS WHER:OI', the parties hereto have duly executed this Lease Agreement as of the date first written above. Wi sses: LIT 41110CK PORT' 121J0RITY .4A0 4 f /( tlhGrl 2v rl CL L ATr ;sT: ATI411N7'IC & c�UL' ��Inrt;�.• ' �c., • Sec ctzay • • -9- GUARANTY John W. McGrath Corporation hereby guarantees the performance of the Obligations herein contracted by Atlantic & Gulf. Stevedores, Inc. Attest: JOiIN W. McGRAT1I ODRPORATION j7 4 . / S rotary By - � �� �• STATE OF AR AN AS COUNTY OF PULASKI BEE ORE LZ., the undersigned authority on this day personally appeared 1 '_ and � 4. �BL of Little hock Port AutTIor' ty, kncwn -Co no to be the persons wh se names are subscribed to the foregoing instrument, and acknowledged to no that they execu- ted the same for the purposes and consideration therein expressed, in the capa- cities therein stated and as the act and deed of said corporation. ovk vin GIVEN under. my hand and seal of office this 0 _day of � J IaA, 1972. e ( Aar L.t Public • y Ca missionI Expires: : (SF_.AL) STATE OF LOUISI?1NA PARISH OF ORLEANS LEFORE ME, the undersigned authority, on this day personally appeared and • of Atlantic & Gulf Stevedores, Inc. , known to vee to be the persons whose names are subscribed to the foregoing instruliont, and ack.ncuiledged to no that they executed the same for the purposes and consideration therein expressed, in the capacities therein stated and as the act and deed of said corporation. • GIVEN UNDER my hand and seal of office this day of • 1972. Notary Public My Corn ni.ssion Expires: (SEAL) • . , ., I • -10- STATE OF t\n; d YOT2K COUNTY OF NEW YORK DTL:ZY.)RE ME, the undersigned authority, on this day personally appeared Joseph F. McGoldrick and R_aymond J. O' Brien of John W. Mcc;rath Corporation, kxia.m to rai to be the persons whose na:es are subscribed to the forecjoing instr u:rent, and acknoaleciged to me that they execu- ted the s al a for the purposes and consideration therein expressed, in the ca- pacities therein stated and as the act, and deed of said corporation. GIVEN under my hand and seal of office this _28 day of 212111 1972. �/- :� Gam. lotary Public My Carttn3.ssion Expires: U March 30, 1973 (SEAL) EDWARD NQTARY PUBLIC, Ski',.of •tsw No. 43-26009✓1i Qualified in Richmo,.d Commission Expires March 3J, 1973 • F �