Loading...
HomeMy WebLinkAbout04142014 City Council Laydowns � — 141, PURCHASE AND SALE AGREEMENT (North Seward Water Storage Tank) This Purchase and Sale Agreement ("Agreement") is made as of March _ _, 2014, between Douglas Lechner, an individual and Kurt R; 1 indseyan individual dba Adventure Investment , ("Seller") and The City of Seward, a home-rule municipality under the laws of the State of Alaska("Purchaser"). 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 the real property described as follows (the "Property"): Tract C-6, Gateway Subdivision Addition No. 2, according to the official plat thereof, filed under Plat Number 2013-16, Document Number 001554-0 in the Records of the Seward Recording District, Third Judicial District, State of Alaska, consisting of 1.435 acres, more or less. 2. Purchase Price and Payment Terms: The purchase price for the Property shall be $98,010.00 based on • ••- • • dete -•• . - . .. . . a. cel ce<1 and engaged by the City _prpperty neiotiations with the Seller. After all other terms and conditions of this Agreement have been satisfied, including completion of all contingencies in Section 8, the purchase price shall be due to Seller at Closing. Under the municipal charter and code of ordinances of Purchaser, a resolution approving this Agreement is not effective until 30 days following approval by the Seward City Council. 3. Closing: 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. Closing of the transaction shall occur within thirty (30) days from the completion of all contingencies of purchase in this Agreement to Purchaser's sole satisfaction. Notwithstanding the foregoing, this Agreement shall be automatically extended by either party for ninety (90) additional days. In the event this transaction is not closed within one hundred twenty (120) days of the effective date of the resolution approving this transaction, this Agreement shall terminate unless extended in writing -Purchase and Sale Agreement- -Page 1 of 7- by mutual agreement of the parties. Seller and Purchaser shall cause the following to occur at Closing: (A) Completion of all contingencies listed in Section 8 to Purchaser's sole satisfaction unless waived in writing by Purchaser; (B) The Deed described in Section 5 shall be recorded in the records of the Seward Recording District, Third Judicial District, State of Alaska; (C) Purchaser shall pay to Seller the amount set forth in Section 2 of this Agreement; and (D) The underwriter for the Escrow Agent shall issue to Purchaser the title insurance policy described in Section 4. 4. Title: A standard owner's title insurance policy shall be paid for by Seller and delivered to Purchaser at Closing. If Purchaser elects to obtain an extended coverage ALTA Owner's Title Insurance Policy or any title endorsements, Purchaser shall pay the additional title insurance charges to obtain the endorsements or extended coverage. Purchaser shall be responsible for obtaining and paying the cost of any ALTA survey required to obtain extended coverage. Within ten (10) days of the date of this Agreement, Seller shall provide to Purchaser a preliminary commitment for title insurance. Purchaser shall be entitled to review the preliminary commitment and shall have twenty (20) days to specify to Seller in writing any matters to which Purchaser objects. If Purchaser objects to any matters, Seller shall have thirty (30) days after written notice from Purchaser to attempt to eliminate the matters to which Purchaser has objected or to cause the underwriter for the Escrow Agent to insure over such matters. Seller shall notify Purchaser in writing, within the thirty (30) day period, if Seller is unable or unwilling to eliminate, or cause Escrow Agent to insure over, said matters. Purchaser may then elect, by written notice to Seller, either to waive the objectionable matters and proceed to Closing or to terminate this Agreement. 5. Deed: Marketable fee simple title to the Property, subject to those exceptions and reservations acceptable to Purchaser, shall be conveyed to Purchaser by a statutory warranty deed (the "Deed")duly executed by Seller and recorded at Closing. -Purchase and Sale Agreement- -Page 2 of 7- i 6. Closing Costs: At Closing, Purchaser and Seller shall each pay half of the closing costs of the transaction, unless otherwise provided in this Agreement. Such closing costs shall include but not necessarily be limited to: Recording fees Document preparation fees Escrow closing fees Purchaser shall pay appraisal costs, and shall pay at Closing the Purchase Price described in Section 2. Seller shall pay for standard owner's policy of title insurance and any outstanding assessments or liens. Each party shall pay its own attorney fees and costs. Real property taxes and utilities will be prorated to date of Closing and, if applicable, paid through Escrow. Any special assessments owed on the Property shall be paid in full by Seller at Closing. 7. Seller's Representations and Warranties: The representations and warranties of Seller herein are a material inducement for Purchaser to enter into this Agreement and shall survive Closing. Seller represents and warrants that: (A) Seller has not assigned or transferred, or agreed to assign or transfer, any right, title or interest in or to the Property to any person other than Purchaser; (B) Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended,and the regulations thereunder; (C) Seller has not received any presently effective notices of any investigations, actions, suits, proceedings or claims pending against Seller in relation to the Property; (D) No legal claims are pending or, to the best of Seller's actual knowledge, threatened, concerning or affecting title to the Property or any condition existing on, in or under the Property, and that all approvals required by any federal, state, or local governmental authority or court that are necessary to consummate the transactions contemplated by this Agreement have been obtained; (E) To the best of Seller's actual knowledge, no above-ground or underground fuel storage tanks are or have been located on the Property; and -Purchase and Sale Agreement- -Page 3 of 7- • (F) To the best of Seller's actual knowledge, Seller has not caused or allowed the placement of any hazardous substance on the Property, and to the best of Seller's actual knowledge, Seller has not caused or allowed the violation of any environmental law, regulation, or ordinance with respect to the Property. To the best of Seller's actual knowledge, Seller has not released, compromised, or waived any claim as to the liability of any party who may be potentially responsible for the presence of hazardous substances on or affecting the Property in violation of any environmental law, regulation or ordinance. Seller has not made any promises of indemnification regarding hazardous substances to any other person or persons relating to the Property. 8. Purchaser's Conditions Precedent: The parties acknowledge that Purchaser's obligation to close on the purchase of the Property shall be subject to the following, with any review, inspection, or evaluation by Purchaser subject to Purchaser's sole satisfaction, and such review completed no later than sixty (60)days after execution of this Agreement unless mutually extended by the parties: (A) Approval of this Agreement by the City Council for the City of Seward; (B) 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; (C) Purchaser's satisfaction that Seller can provide marketable fee simple title to the Property. Final description of all real property to be conveyed is subject to Purchaser approval. Seller is to provide legal description for the Property; 9. Grant of License: Seller agrees that Purchaser may enter upon the Property during the period that this Agreement is effective to make any and all examinations, investigations, audits, reviews, inspections, tests, surveys and appraisals and to conduct and carry out any and all engineering studies and operations that Purchaser may desire, at Purchaser's sole cost and expense. 10. 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 or condition 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. -Purchase and Sale Agreement- -Page 4 of 7- / ' 11. Assignment: 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. 12. 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. 13. 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 express United States mail, postage prepaid, with return receipt requested, to: Purchaser: City of Seward ATTN: City Manager P. O. Box 167 Seward, Alaska 99664 Seller: Douglas J. Lechner&Kurt R. Lindsey dba Adventure Investment P.O. Box 229 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. -Purchase and Sale Agreement- -Page 5 of 7- 14. Entire Agreement: This document contains the entire Agreement between the parties. It may not be modified except by a written document signed by all parties. 15. Construction of Agreement: The captions of the sections of this Agreement are for convenience only and shall not govern 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. 16. Surviving Covenants: The provisions of this Agreement shall survive the delivery of the Deed. 17. Time is of the Essence: Time is of the essence of this Agreement. 18. Controlling Law and Venue: This Agreement shall be governed 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, Alaska. 19. 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 reasonably requested in order to carry out the intent and purpose of this Agreement, - . .•• .. , . , idifig-aji; 20. Possession: Purchaser shall receive possession of the Property at the Closing. -Purchase and Sale Agreement- -Page 6 of 7- .sy Executed this day of March, 2014. Purchaser: Seller: The City of Seward, Alaska Douglas Lechner and Kurt R. Lindsey dba Adventure Investments By: By: James Hunt, City Manager Douglas J. Lechner ATTEST: By: Johanna Kinney, CMC, City Clerk Kurt R. Lindsey -Purchase and Sale Agreement- -Page 7 of 7- U March 24, 2014 Resolution 2014-025 Tract C-6 Property Purchase Amended Purchase and Sale Agreement There were minor changes made to the Purchase and Sale Agreement for Tract C-6 after submitting the original to the Clerk's office and were not included in the March 24th Seward City Council Agenda packet. These changes can be found on the attached redlined Purchase and Sale Agreement. We have also included the final agreement approved by Mr. Lechner and Mr. Lindsey of Adventure Investments. The following changes were made: Paragraph 1 — Four minor changes were made: 1. "24" was inserted into the date 2. Douglas Lechner's middle initial of"J" was added 3. The addition of Kurt R. Lindsey's name as a Seller was added 4. An "s" was added to "Adventure Investments" Section 2 —We changed the verbiage of the property purchase price and removed "fair market value as determined by [an independent appraisal conducted by an MAI certified appraiser selected and engaged by the City]" and replaced it with "property negotiations with the Seller". The details of the negotiations are listed in the Council Agenda Statement. Section 13 —An "s" was added to "Adventure Investments" Section 19 — In the last sentence, we removed "including but not limited to subdividing and platting the land containing the property" as the replatting of this property has already been completed. Signature page — Douglas Lechner's middle initial "J." was inserted as well as Kurt R. Lindsey added to the "Seller" information. The letter "s" was also added to "Adventure Investments". j)' ) W.C. Casey— Public Works Director MEMORANDUM joc spiv V ° 94a City of Seward isour q�SKP Date: April 14, 2014 To: Seward City Council From: Planning and Zoning Commission Donna Glenz, Planner 641= L, Subject: Planning and Zoning Quarterly Report (January—March, 2014) January • Review and approval of the Leirer Industrial Subdivision, AVTEC Prelim Plat • Work session on 2014 Priorities & Code updates for Storage Containers February • Cancelled due to lack of quorum Work session on Code updates for Storage Containers March • Quarterly work session with the Seward Bear Creek Flood Board • Approval of the P&Z Resolution recommending the Council amend the code regarding Storage Containers • Amended the P&Z Rules of Procedure to match City Council times for public comment • Joint work session with Council on Priorities • Work sessions on developing the Mobile Vendor Code Provisions • Joint work session with Council on Mobile Vendor Code Provisions • Resignation of 10 year veteran Sandie Roach' from the Commission, 2 new members, Janet Coulter and Christopher Edgar were appointed • Commission now has 5 members needs 2 more