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HomeMy WebLinkAboutRes1988-061 . . . Sponsored by: Schaefermeyer CITY OF SEWARD, ALASKA RESOLUTION NO. 88-060 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, AUTHORIZING THE PURCHASE OF PROPERTY FOR LOCATION OF A SENIOR/COMMUNITY CENTER/MUSEUM WHEREAS, the city of Seward has received grant monies to design and provide a Senior/Community Center; and WHEREAS, at the October 1987 regular election, the voters of the city approved a proposition authorizing the sale of general obligation bonds to provide additional funds for the acquisition of a Senior/Community Center and Museum; and WHEREAS, the city of Seward publicly advertised a request for proposals to provide a Senior/Community Center/ Museum; and WHEREAS, due to available funding, the prospects of obtaining a newly constructed facility of sufficient size to accommodate the needs of the city were remote; and WHEREAS, the proposal received from Esther Werner to remodel and sell to the city the Old Post Office Building has been reviewed by city staff and a citizens group repre- senting Seward Seniors, Inc., and the Resurrection Bay Historical Society and has been found to meet the specifica- tions set forth in the RFP; and WHEREAS, because of the unique nature of the project, the limited funding and availability of suitable sites, full utilization of the Bid Procedures in Section 10-8 is not in the public interest; and WHEREAS, the proposal includes an appraisal of the project as completed and a further appraisal is not in the public interest; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, that: Section 1. The city manager is hereby authorized to execute the purchase agreement attached and incorporated herein by reference to acquire the property and improvements located at the North twenty (20) feet of Lot 36 and all of Lots 37, 38 and 39, Block 15, Original Townsite of Seward, -1- . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 88-060 for the purpose of locating therein the Senior /Cornrnuni ty Center/Museum. Section 2. This resolution shall take effect thirty (30) days following its adoption. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, this ~ day of Mav , 19~. THE CITY OF SEWARD, ALASKA ~~ . c:: ~ HARRY . GIES ER, MAYOR AYES: NOES: ABSENT: ABSTAIN: DUNHAM, GIESELER, HILTON, MEEHAN, NOLL, O'BRIEN, SIMUTIS NONE NONE NONE ATTEST: Q(i~~ Linda S. Murphy, CMC City Clerk Patricia Jones, Acting City (City Seal) APPROVED AS TO FORM: HUGHES, THORSNESS, GANTZ, POWELL & BRUNDIN, Attorneys for the City of Seward, AK ?~J. 111 ~ Fred B. Arvidson City Attorney Clerk -2- . . . PURCHASE AGREEMENT This Purchase Agreement is between the City of Seward, Alaska, a Home Rule Municipality ("City"), and Esther Werner, P. O. Box 169 Seward, Alaska ("Seller"). Contract Documents. This Purchase Agreement and the General Conditions of the Construction Contract for Buildings issued December 1986 by the City of Seward under Document Number 00700 attached as Exhibit A, plus the Supplemental Conditions attached hereto as Exhibit B, plus the Plans and Specifications including those architectural plans prepared by Design Plus Engineering attached hereto cOllectively as Exhibit C, all of which are incorporated herein by reference. Description of Property. Seller agrees to sell to the City the following described real property and the existing buildings located thereon and the improvements to be constructed thereon in accordance with the terms of this Agreement: The North twenty (20) feet of Lot Thirty-Six (36) and all of lots Thirty-seven (37), Thirty-eight (38) Thirty-nine (39) and Forty (40), Block Fifteen (15) Original Townsite of Seward, Alaska, Seward Recording District, Third Judicial District, State of Alaska Title to Property. Seller shall convey to City good and marketable title to the property in fee simple free and clear of all liens and encumbrances, subject only to (a) the rights and reservations expressed in the U.S. Patent to the Property; (b) the lien of current real estate taxes not yet due and payable; (c) usual and ordinary pUblic utility easements for gas, electric, water, sewer and other utility lines. Promptly within thirty (30) days of this agreement and before the first Progress Payment hereunder, Seller specifically agrees to clear by Deed of Reconveyance, or other conveyance acceptable to City, those exceptions to the title shown as exceptions Four (4) through Eight (8) on that certain Commitment for Title Insurance from Land Title Company of Alaska, Inc., dated December 4, 1987, under Order No. L-3525 SGJ. Improvements to Propertv. Prior to the completion of this Purchase Agreement Seller, at Seller's sole cost and expense, shall design, remade I and rebuild the existing buildings located on the purchased land in accordance with the Plans and Specificatians, the General Conditions, and the Supplemental Conditions. It is the intent of this Purchase Agreement for the Seller to. provide City with the complete design and construction of a turn-key completed facility suitable in all respects for use as a Senior/Community center as set forth in the Request far Proposals dated AJ~J~~ , 1987. All work shall be done to the satisfaction of the City and sUbject to inspection at all times and further subject to approvals required by any regulatory agencies of the local, State or Federal Governments. Seniar Center Purchase Agreement June 1988 Page 2 . . . Purchase Price. The Purchase Price for the land and the improvements located thereon shall be EIGHT HUNDRED SIXTY-SIX THOUSAND SEVEN HUNDRED DOLLARS ($866,700) which shall be paid in progress payments in accordance with the terms of Supplemental Conditions and General Cantract Provisions. Term. Seller shall complete reconstruction or remodeling of the existing buildings located on the land, and complete full performance of all requirements under this Agreement within 180 days from the date of this Agreement. Closing shall take place after written certification by Seller that it has completed all performance, and after City has inspected the property and verified Seller's performance hereunder. In no event shall City be responsible for or liable to the Seller for any delay in performance, construction, or reconstruction by Seller, it being understood that all risks of delay, interruption of work, inclement weather, and non-compliance with any regulatory agency's requirements shall be solely born by Seller. C1asina. At the Closing Seller shall deliver to City: (a) A Statutory Warranty Deed complying in form and substance with A.S. 34.15.030, containing an adequate description of the property, and being properly executed and in proper form for recording so as to convey the title required by this agreement. Senior Center Purchase Agreement June 1988 Page 3 (b) A pOlicy of title insurance in an amount equal to the Purchase Price, and such affidavits as Seller's title company shall reasonably require in order to omit from its pOlicy of title insurance all exceptions for mechanics liens, judgments, bankruptcies or other returns against persons or entities whose names are the same or similar to Seller's name including any trusts created by, or in the name of, Seller. (c) Possession of the property in the condition required by this Purchase Agreement including the General Conditions and Supplemental Conditions. (d) Any other documents reasonably required by this Agreement to. effect the purpases set farth herein. Short Form. City may record a short form of this agreement in the farm attached hereto as Exhibit D. Miscellaneous. (a) Seller agrees to indemnify and hold the City harmless from and against any and all liability, costs, damages, causes af action or ather proceedings instituted by any broker, agent or finder, licensed or otherwise, Claiming through, under or by reason of the conduct of the Seller in the sale of this property ar in any manner whatsoever in connection with this transaction. (b) This Contract sets forth the entire Agreement of the Senior Center Purchase Agreement June 1988 Page 4 . . . parties as to the subject matter hereof and supersedes all prior discussions and understanding between them. This Agreement may not be amended or rescinded in any manner except by an instrument in writing signed by a duly authorized representative of each party. (c) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Alaska. (d) Should any of the provisions of this agreement be found to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be stricken and the remainder af this Agreement shall nonetheless remain in full force and effect unless striking such provision shall materially alter the intent of the parties. (e) No waiver of any right under this Agreement shall be effective unless contained in a writing signed by a duly authorized officer or representative of the party sought to be charged with the waiver and no waiver of any right arising from any breach or failure to perform shall be deemed to be a waiver of any future right or of any other right arising under this Agreement. (f) All notices, demands and requests from Seller to City shall be given to City at the fOllowing address: City Manager City of Seward P.O. Box 167 Seward, Alaska 99664 Senior Center Purchase Agreement June 1988 Page 5 All notices, demands or requests from City to Seller shall be given to Seller at the following address: Esther Werner P.O. Box 169 Seward, Alaska 99664 (g) This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. Seller shall not assign this Agreement or any rights hereunder without the prior written consent of City which consent may be withheld for any reason deemed sufficient by City in its sole and uncontrolled discretion. No permitted assignment of this Agreement or Seller's rights hereunder shall be effective against City unless and until an executed counterpart of the instrument of assignment shall have been delivered to City and City shall have been furnished with the name and address of the assignee. The term "Seller" shall be deemed to include the assignee under any such permitted assignment. Dated this ~ day oK'jJLK. L -, 1988. CITY: CITY OF SEWARD B~<T . Manager -- ATTEST: Senior Center Purchase Agreement June 1988 Page 6 . . . SELLER: ESTHER WERNER BY: ~~ JL~~h/ I APPROVED AS TO FORM: HUGHES, THORSNESS, GANTZ, POWELL & BRUNDIN Attorneys for the City of Seward BY: 7-~ 11/ ~ Fred B. Arvidson STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) THIS IS TO CERTIFY that on this ~day of ~ ~, 1988, before me, the undersigned, a Notary Public in and for the State of Alaska, personally appeared DARRYL SCHAEFERMEYER and LINDA MURPHY, known to me and to me known to be the Acting City Manager and City Clerk of the City of Seward, and known to be the individuals named in and who executed the foregoing document, and they aCknowledged to me that they were authorized to execute the faregoing document by authority granted them in the Municipal Code of Ordinances for said City and for the uses and purposes therein set forth. WITNESS my hand and notarial seal the day and year first hereinabove written. ?c~~ j.~~ Notary ~ub~ic in ?nd fOMyM,i,~~ih,p;r~ My CommlSSlon Explres: )'''f<~ 1~. ]09? Senior Center Purchase Agreement June 1988 Page 7 STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) THIS IS TO CERTIFY that on this ~ day o~~~ 1988, before me, the undersigned, a Notary Public in ~ f&r the State of Alaska, personally appeared ESTHER WERNER, known to me and to me known to be the individual named in and who executed the foregoing document, and she acknowledged to me that she signed and sealed the same as her free and vOluntary act for the uses and purposes therein set forth. WITNESS my hand and notarial seal the day and year first hereinabove written. 4729S 17 :or,;>>sk/9 . 1', :.2:1 1/ Senior Center Purchase Agreement June 1988 Page 8 '. ------.._-----_.~--,--_.._..._- . . . SUPPLEMENTAL CONDITIONS TO PURCHASE AGREEMENT The following Supplemental Conditions to Purchase Agreement are between the City of Seward, the City of Seward, Alaska, a Home Rule Municipality ("City"), and Esther Werner, P. O. Box 169, Seward, Alaska ("Seller") and supplement the General Conditions of the Construction Contract for Buildings issued December 1986 by the City of Seward under Document Number 00700. 1. The term CONTRACTOR shall mean the Seller as identified on the Purchase Agreement. 2. The terms CONTRACTING OFFICER and PROJECT MANAGER shall both mean Paul Diener, City Engineer of the City of Seward, or his designee. 3. The term CONTRACT DOCUMENTS is defined in the Purchase Agreement and the documents incorporated therein by reference. 4. Section 4.1 af the General Conditions is revised to read as follows: 4.1 Availability of Lands: SELLER shall furnish the lands upon which the Work is to be performed, rights-of-way and easements for access thereto, and such ather lands as described in the Purchase Agreement. Easements for permanent structures ar permanent changes in existing facilities will be obtained and paid for by SELLER. SELLER shall provide for all additional lands Senior Center Supplemental Conditions June 1988 Page 1 and access thereto that may be required for temporary construction facilities or storage of materials and equipment. 5. Section 4.3 is af the General Conditions is revised to read as follows: 4.3 Explorations and Reports: The CITY has not supplied any reports of explorations or tests of subsurface conditions at the site and the SELLER shall take full responsibility with respect to surface and subsurface conditions at the site. 6. Section 4.7 of the General Conditions is revised to read as follows: 4.7 Survey Control: The SELLER will identify sufficient horizontal and vertical control data to survey and layout the Work. All survey work shall be performed under the direct supervision of a registered land surveyor when required by paragraph 7.8. Copies of all survey notes will be provided CITY on a weekly basis with variations between the Contract Documents and actual field conditions identified. Survey notes are to be in a format acceptable to the CITY. Senior Center Supplemental Conditions June 1988 Page 2 . . . 7. Section 9.9.1 of the General Conditions is revised to read as follows: ~ 9.9.1 The SELLER is providing the work site and has carefully examined it for suitability for the construction of the project. The risk of subsurface or latent physical conditions at the site differing materially from those indicated in the Contract or unknown physical conditions at the site, of an unusual mature differing materially from those ordinarily encountered and generally recognized as inherent in work af the character provided under this Contract shall solely by born by the SELLER. 8. Section 12.1 of the General Conditions is revised to read as follows: 12.1 Warranty and Guaranty: The SELLER warrants and guarantees to the CITY that all work will be in accordance with the Contract documents and that the Plans and Specifications prepared by the SELLER in compliance with the Request for Proposal constitute full compliance with the intent of that proposal, i.e., the complete design and construction of a senior/community center for the CITY. The SELLER warrants that the plans and specifications provided comply with generally accepted engineering standards and will result in a building fit Senior Center Supplemental Conditions June 1988 Page 3 for the intended use by the CITY. The risk of architectural error or omission, the risk of engineering error or omission and the risk of design fitness generally shall be solely born by the SELLER and the SELLER shall be solely responsible for any necessary changes or revisions to the plans and specifications, including those changes requested by the CITY in order to comply with the requirements of this Purchase Agreement and the General Conditions. 9. The liquidated damages for failure of SELLER to complete the project on time shall be the sum of $150.00 per day. 10. Section 13.8 of the General Conditions is revised to read as follows: 13.8 Retainage: Until Final Acceptance of the project, CITY may retain Ten Percent (10%) of each progress payment for a total not to exceed Five Percent (5%) of the Purchase Price in addition to the amounts withheld under 13.7. This retainage may be released upon the Contracting Officer finding that the project is proceeding satisfactorily ar is completed. Senior Center Supplemental Conditions June 1988 Page 4 . . . 11. Section 15.3 of the General Conditions is revised to read as follows: 15.3 Claim Validity, Additional Information, and Project Manager's Actions: The claim, in order to be valid, must not only show that the CONTRACTOR suffered damages or delay but that those conditions were actually a result of the act, event or condition complained of and that the Contract provides entitlement to relief to the CONTRACTOR for such act, event, or condition. The Project Manager reserves the right to make written request to the CONTRACTOR at any time for additional information which the CONTRACTOR may possess relative to the claim. The CONTRACTOR agrees to provide the Project Manager such additional information within 30 days of receipt of such a request. Failure to furnish such additional information may be regarded as a waiver of the claim. 12. Section 15.4 of the General Conditions is revised to read as follows: 15.4 Contracting Officer's Decision: If the claim is not resolved within 60 days of its receipt the SELLER will be furnished a CONTRACTING OFFICER'S DECISIONS within 150 days from the date of the submission of the complete claim unless additional information is requested by the Contracting Officer. The Contracting Officer's Senior Center Supplemental Conditions June 1988 Page 5 decision is final and conclusive unless fraudulent as to the claim. 13. Section 15.6 of the General Conditions is revised to read as follows: 15.6 City Manager's Decision: The City Manager shall make his decision after the CONTRACTOR has had an opportunity to be heard and present its claim. The City Manager, in his discretion, may appoint a hearing officer to conduct any hearing, and may retain counsel and experts or consultants as may be useful to the City Manager in conducting a full review of the claim. The CONTRACTOR may be represented by counsel in any proceedings befare the City Manager. The decision of the City Manager will be rendered within 120 days of "Notice of Appeal". This decision constitutes the exhaustion of contractual and administrative remedies. The time limits given above may only be extended by mutual consent. The decision of the City Manager shall be final and conclusive unless the CONTRACTOR commences action through the court within 120 days from receipt thereof. Dated this ~ day of June, 1988. CITY: CITY OF SEWARD BY'~#~,o ' ty Manager Senior Center Supplemental Conditions June 1988 Page 6 . . . " SELLER: ESTHER WERNER BY: (::-:;t1-V J~ APPROVED AS TO FORM: HUGHES, THORSNESS, GANTZ, POWELL & BRUNDIN Attorneys for the City of Seward BY: 7~ nI ~ Fred B. Arvidson STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) THIS IS TO CERTIFY that on this ~ day of ~, 1988, before me, the undersigned, a Notary Public in and for the State of Alaska, personally appeared DARRYL SCHAEFERMEYER and LINDA MURPHY, known to me and to me known to be the Acting City Manager and City Clerk of the City of Seward, and known to be the individuals named in and who executed the foregoing document, and they acknowledged to me that they were authorized to execute the foregoing document by authority granted them in the Municipal Code of Ordinances for said City and for the uses and purposes therein set forth. WITNESS my hand and notarial seal the day and year first hereinabove written. ~ ~G~ in and for Alas~a E. Myt:'ommlsslon Expfresa xp~ res: Mel<n 16, 1972 p~~~ Notary Public My Commission Senior Center Supplemental Conditions June 1988 Page 7 STATE OF ALASKA ) ) ss. THIRD JUDICIAL DISTRICT ) THIS IS TO CERTIFY that on this d day o~' ,-/ 1988, before me, the undersigned, a Notary Public in a d for the State of Alaska, personally appeared ESTHER WERNER, known to me and to me known to. be the individual named in and who executed the foregoing document, and she acknowledged to me that she signed and sealed the same as her free and voluntary act for the uses and purposes therein set forth. WITNESS my hand and notarial seal the day and year first hereinabove written. A~ka A o ',/3, 9/ 4729S Senior Center Supplemental Canditions June 1988 Page 8