HomeMy WebLinkAboutRes2023-099 Seward City Tours Land Purchase5ixtusere4..by:' Soresisen
MTV OF SEWARIX ALASKA
RESOLUTION 2023-099
A RESOLUTION OV. THE CaNCIL OF THE CITY OE
SEWARD, ALASKA, MT_ rAIORMING 'Fin CITY MAN,V;Eit TO ENTER
INTO ADM EXECti 'THE PURCHASE AND SALE AGREEMENT AN.D
RELAtED DOCUMENTS WITT! SEWARD CITY TOURS FOR TH E SALE OF
1.41) .4,CRES OF LAND Ni TIH RELATED IMPROYEMENTS ANL)
MITRES; PHYSICAL ADORE% 90$ SEA LION AVENUE, PARCEL
452608, iN 'THE MUG-1.1Ni' OF S290g000
WHEREAS. on August 411% 2023 &Ford City- Tours sent the City Malaga a letter
tequeStingdiseusion with City rouneitrettordinkt a proposal to purchase the. Ntsrth Portion, of La
For' Raymond subdiv)sion ReptatNo. qo Lipwt venal: ftorni the Ot...y or "Arrward;uuri
WHEREAS; the parcelis 1.4 acres, tiardorgd on the inotih Sea Lion•Avc4.1•1%S.givard
iiietika-y to the Ehtit, and Dixnund Blvd tau th Wit; Mid
ASI June,2012 appruisgl determined ate (air iniwkut value:or Ihr parcel 4..s. bF
529%000!;•datt
WHEREAS, City enancji disualuze.ti this pu.ssible tranFdier_ni daring, the -Aug -Lest 14. 2T123
Regular inneting: and
City Council tivited unlinlitiousi Ott LA theCity
Managor to braig sogetUtinn to ',a future meeting u:v ,approve ithe.purehase and sale agreement:
and
WHEREAS, Scw_ortf My -Fours tomes tc.b construe a multi -use 'facility on the parcel for
the puwasc at' vehicle storage, malptenania:1, and 'employee homing;
N-OVV, THEREFORE, EIE IT RESOLVED BY THE CITY COUNCIL OF l'ilE
(:ITV 0-E SEWARINALASICA that:
Seeti01. City Ci micilfiut6•il isirthc 1:61-41jeg Ilitcarst entq ifilD. puichug-cimd
th agreement.with SeWard City Tours by sole saute negotiation put t Seward.City Code
7105,12.0 and 7.05..150, and the osentfat te-rm•antli.lonclitionis In the alloehod Purch,as.ank(Sik
_AgretIment
•Seetian L The attached iiintliaie add S416 Num:meat. th bar*apnruived on(1 the City
Manager Is hereby outbotind to exoeute the:PurebaseandSaleAmtinent iinsuhstantial ronnas
.401clied hctro and Iti rnavett iorr(cU(.uIsand Wil.%%111: Mated documents ininay he necessary
to fin MI the intent o rthig. rolution OT1 behzii Of the Cil y of Seward. Pmceett1 itOrt this -sale *ill
be .approprixed,in. w th e Qapi tat Auisiuin. 1 uto.1 NO(110.00a(1.-46
Sectiou thigletiaackia'ahall take effect itninviratelympon-adOpiim
CM or SEW tLASKA
RESOLUT.•ION,2UZ3-099
PASSE') AND APPROVED in the City 'Council ofliiq Ci oi'gcward. this
Isis day ti? September 2023. .
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City Council Agenda Statement
Meeting Date: September 11, 2023
To: City Council
From: Kat Sorensen, City Manager
Subject:
Resolution 2023-099: Authorizing The City Manager To Enter Into And Execute
The Purchase And Sale Agreement And Related Documents With Seward City
Tours For The Sale Of 1.40 Acres Of Land And The Related Improvements And
Fixtures, Physical Address 905 Sea Lion Avenue, Parcel 14502608, In The
Amount Of $290,000
Background and justification
On August 4t, Seward City Tours sent the City Manager a letter requesting discussion with City Council
regarding a proposal to purchase the North Portion of Lot 10A, Fort Raymond Subdivision Replat No. 1
905 Sea Lion Avenue from the City of Seward. The parcel is 1.4 acres, bordered on the north by Sea Lion
Avenue, Seward Highway to the East, and Dimond Blvd to the West. A June 2022 appraisal determined
the fair market value of the parcel to be $290,000.
Seward City Tours intends to construct a multi -use facility on the parcel for the purpose of vehicle storage,
maintenance, and employee housing.
During the Regular City Council meeting on August 14th, City Council discussed the possible sale of the
parcel to Seward City Tours and voted unanimously to direct the City Manager to bring a resolution back
to City Council to approve the purchase and sale agreement, This resolution fulfills that direction from City
Council_
Comprehensive and Strategic Plan Consistency Information
This legislation is consistent with (citation listed):
Comprehensive Plan:
Strategic Plan:
Other:
Certification of Funds
Total amount of funds listed in this legislation:' $ 290,000
Th s legislation (✓):.
Creates revenue in the amount of:
Creates expenditure in amount of:
Creates a savings in the amount of
Has no fiscal impact
Funds are (✓ ):
Budgeted Line item(s):
Not budgeted
Not applicable
x
$ 290,0700
149
Fundl Rdiante WarnMimi
Affected Fund (✓):
General
Boat Iarbor
Motor Pool
Available Fund Balance
SMIC Electric Wastewater
Parking Water Healthcare
Other Funds will go into the
Capital Acquisition
Account
Note: amounts are unaudited
Finance Director Signature:
Attorney Review
Attorney Signature:
Not applicable Comments:
Administration Recommendation
Adopt Resolution
Other:
150
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement ("Agreement") is made as of September 11, 2023 between Seward
City Tours ("Purchaser"), and the City of Seward ("City or "Seller"), organized as a first-class
home -rule municipality under the laws of the State of Alaska:
Purchaser and City agree as follows:
1. Purchase and Sale:
Subject to the terms and conditions of this Agreement,. the City agrees to sell and Purchaser .agrees to
p.wchase the real property and improvements described as follows (the "Property")';
T IN R 1 W SEC 34 SEWARD MERIDIAN SW 0870012 FORT RAYMOND SUB REPLAT
NO 1 LOT 10A
905 Sea Lion Avenue, Seward Alaska 99664
The final legal description is subject to plat approval by the parties and responsible agencies and subject
only to the "Permitted Exceptions" as defined in Sertwn 5 below.
The Property will be legally described as set forth in the final plat approved by The City and Purchaser,
and properly recorded in the appropriate recording district prior- to Closing.
2. Purchase Price and Payment Terms:
The purchase price for the Property shall be two hundred ninety thousand (S290,000.00) dollars,:
Purchaser will pay a deposit of ten thousand dollars ($10,000_00) (the "Earnest Money,, or "Deposit")
to the Escrow Agent described in Section 4 with Purchaser's delivery of this signed Agreement to the
City. After all other terms and conditions of this Agreement have been satisfied, including completion
of all contingencies in Section 8 to Purchaser's sole satisfaction, the balance of the purchase price shall
be due to the City: at Closing. Under the municipal charter and code of ordinances of Seller, the City
resolution required to approve this Agreement will be effective 30 days following adoption of such
resolution, except as provided in Section 3.
In addition to payment of the purchase price, Purchaser shall pay the costs and fees
associated with subdividing and platting the Property from the larger parcel of which
it is currently a part, including, but not luu ited to survey expense, filing and application
fees, certificate to plat costs, title insurance and recording fees., provided, that
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 Purchaser:
Should the sale fail to close for any reason, the City will not reimburse Purchaser for
costs related to the platting process, except as provided in Section 3.
3, Referendum:
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. In the event a referendum petition is
timely filed and accepted, Seller shall provide written notice of acceptance to Purchaser at the time the
petition is accepted. 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. Based on the burden and delay inherent
in a Referendum, Purchaser shall have the option of canceling this Agreement by providing written
notice to the City no later than thirty (30) days after the Referendum petitionis approved, with the City
returning Purchaser's Earnest Money and prornpt reimbursement by Seller of all of Purchaser's
reasonable, third -party costs actually incurred by Purchaser in connection with the subdivision and
replat, if a referendum petition is approved. Purchaser shall not be entitled to any damages or other
relief against the Seller in the event the voters void the Council's resolution. If the resolution
approving this Agreement is voided by such referendum action, this Agreement shall terminate, the
Deposit shall be promptly returned to Purchaser, and platting costs returned, within 10 daysof the
formal certification of the referendum vote, and neither party shall have any further obligation
hereunder.
4. 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 the City and
Purchaser agree upon in: writing. The City and Purchaser shall be given One Hundred Eighty (180)
days from the effective date of the resolution approving this Agreementto complete the subdivision
and platting process required to close this transaction. The parties shall agree in writing on the specific
date of Closing. 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. Purchaser shall have one extension as a matter of right, for 60 days, by issuing written notice
to the City. Any other extension trust be agreed to in writing by both parties.
Notwithstanding the foregoing, if this transaction will close, then the City and Purchaser shall cause
the following to occur at the Closing:
A Quitclaim Deed :conveying the Property to Purchaser, duly executed and acknowledged by the City,
:shall be recorded in the Records of the Seward Recording District, Third Judicial District, State of
Alaska.
Purchaser shall pay to the City the price 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:
The City will deliver to Purchaser, at Purchaser's expense, within ten (10) days of animal execution of
this Agreement a commitment for title insurance (the "Preliminary Commitment') preliminary to the
issuance of the title policy referred to in Section 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) the condition that title to the Property is vested solely in the City and in the
City's name prior to closing, 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 the City 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, the City 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 Agentto insure over said matters. The City shall notify
Purchaser in writing, within the fifteen (1 5) day period, if the City is unable or unwillingto eliminate
said matters or cause Escrow Agent to insure over said matters. Purchaser may then elect, by written
notice to the City and Escrow Agent, either to waive the objectionable matters and proceed to Closing
or to terniinatt this Agreernent and receive a refund of the Deposit, and the parties shall have no further
obligations to each other under this Agreement. The parties agree that, promptly after the recordation
of the plat for the Property, the Escrow Agent shall update the Preliminary Commitment to reflect the
Property as the Property to be insured under the title policy. With respect to such update, and with
respect to any other amendments or updates to the Preliminary Commitment that occur prior to Closing,
if there are any exceptionsor 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. Purchaser shall have
the right to extend closing to address new or aniended exceptions.
Permitted Exceptions: Notwithstanding the immediately preceding paragraph, Purchaser may not
object to any of the following title matters: 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 Quitclaim Deed (the "Deed") duly executed
by the City and recorded at the Closing. The Deed shall be in the form and content acceptable to the
City and Purchaser.
7. Delivery of Title Policy.
At Closing, or as soon as practical thereafter, the City 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 and exceptions common to the form of policy issued, and
the Permitted Exceptions.
8. Closing Costs:
All Closing costs of the transaction,, unless otherwise provided in this Agreement, shall be divided as
follows:
The City shall pay the following Closing costs:
a. Any outstanding .orpending assessments or liens
b. City's attorney fees and costs
c. City's cost of appraisal (McSwain's fee)
d. Real Property taxes will be prorated to date of closing and if applicable, paid
through escrow
Subject to Section 2 above, 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 ALTA title insurance policies desired by Purchaser (Optional)
f.. All Purchaser's attorney fees and costs
g. Cost of Purchaser's appraisal, Commitment fees, points, and financing costs
h. Real Property taxes if any, will be prorated to date of closing and, if applicable, paid
through escrow
Notwithstanding the above, if the escrow fails to close due to the default of one party, the defaulting
party shall pay any escrow and title policy cancellation fees,
Except for items in Section 1I, from the date of mutual acceptance of this Agreement until Closing,
Seller agrees to maintain the Property, in its present condition.
9. Seller's Conditions Precedent:
The parties acknowledge that the City's obligation to close on the purehase 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 Seward City Council, and, if a timely
referendum petition is filed, approval by voters in a referendum election.
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
d. Completion by Purchaser and the' City 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, its agents. and :contractors, have been provided with access to the facility for a number of
years, which gave Purchaser reasonable access to the Property to conduct such tests and inspections as
Purchaser deems appropriate. 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 the City specifying the matters to which Purchaser objects. To the extent that any
objection is curable, the City shall have twenty (20) days after receipt of the written notice to cure the
deficiency, at The City 's expense and to Purchaser's satisfaction, or negotiate an acceptable resolution
with the Purchaser. Unless Purchaser has agreed to proceed as a result of the C ity's cure or other
agreed upon resolution, Purchaser may elect, by written notice to the City. to waive the objectionable
matter and proceed to Closing, negotiate a different, written resolution with the City, or to terminate
this Agreement. If this Agreement is terminated by Purchaser pursuant to this paragraph,. the Deposit
shall be returned to Purchaser and the parties shall have no further obligation to each other under this
Agreement.
Site Assessment and Hazardous Substances.
(a) Purchaser acknowledges that some or all of its officers and owners are
familiar with the Property. Purchaser, its agents and contractors, have been provided with access to
the facility for a number of years, which gave Purchaser reasonable access to the Property to conduct
such tests and inspections as Purchaser deems appropriate. Purchaser further acknowledges that it has
(i) thoroughly inspected the Property and has had complete access to inspect the Property, and (ii)
evaluated to the extent Purchaser deems necessary the need for an Environmental Site Assessment or
any testing. Any additional environmental assessment or review is to be undertaken at Purchaser's
option and expense.
(b) Purchaser has leased the Property for a number of years and is in a superior
position to assess its condition; Seller expressly makes no warranties as to the physical condition of
the Property and all inspection obligations rest with the Purchaser.
(c) Seller shall have no obligation to rernediate or to incur any expense in
connection with any environmental contamination and/or Hazardous Substances of any kind on the
Property and/or which may have in the past, may now be in the process of or may in the future escape,
migrate from or be released in any manner from the Property before or after Closing, and any
remediation of any such environmental contamination or Hazardous Substances at any time shall be at
Purchaser's sole cost or expense
(d) Nothing in this Agreement shall be construed to require Seller to expend
funds for remediation or to accept a reduction in the Purchase Price or other consideration set forth in
this Agreement.
(e)
"Hazardous Substances" shall mean:
(i) all substances, the clean up and disposal of which is regulated by
the Comprehensive Environmental Response Compensation and
Liability Act of 1980 (CERCLA) and the Resource Conservation
Recovery Act (RCRA), both as amended and all implementing
regulations and any similar or successor statutes and regulations;
(ii) The applicable provisions of Title 46 of the Alaska Statutes and
all implementing regulations, as amended and any similar or successor
statutes and regulations; and
(iii) All substances containing petroleum or other hydrocarbons,
asbestos, solvents, paints, thinners or other materials, substances or.
waste which are or become regulated as hazardous or toxic under federal,
stare or local law.
(0 The tertns .cif this Paragraph shall survive the Closing.
11. Propertz Condition.
As Is,_Wlaere Is Sale, Release and Index niftcation.
SELLER SELLS AND PURCHASER BUYS THE PROPERTY HEREUNDER "AS IS" AND
"WHERE IS." SELLER SHALL HAVENO LIABILITY OR RESPONSIBILITY TO PURCHASER
WHATSOEVER FOR ANY VIOLATIONS OF ANY LAW,, REGULATION, BUILDING CODE,
ORDINANCE OR OTHER LEGAL REQUIREMENT OF ANY KIND WHATSOEVER
APPLICABLE TO THE PROPERTY AS MAY BE DISCOVERED AT ANY TIME, INCLUDING
BUT NOT LIMITED TO MATERIAL (OR NON -MATERIAL) HAZARDOUS SUBSTANCES
CONTAMINATION, VIOLATIONS OF BUILDING OR SAFETY CODES, LATENT DEFECTS,
DETERIORATION OR PROBLEMS OR LIABILITIES OF ANY KIND. PURCHASER HEREBY
RELEASES SELLER FROM AND SHALL INDEMNIFY, DEFEND AND HOLD SELLER
HARMLESS FROM ANY AND ALL LIABILITIES, COSTS, EXPENSES OR CLAIMS OF ANY
KIND WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE PROPERTY,
INCLUDING BUT NOT LIMITED TO ANY THAT MAY DATE TO OR ORIGINATE DURING
THE TIME OF OWNERSHIP OF ALL OR ANY OF THE PROPERTY BY SELLER OR ITS
PREDECESSOR S IN INTEREST_
THE INTENT OF THE PARTIES IS THAT PURCHASER HAS HAD ALREADY AND
SHALL CONTINUE TO HAVE A THOROUGH OPPORTUNITY TO INSPECT AND STUDY THE
PROPERTY BEFORE THE CLOSING, BUT THAT ONCE SUCH CLOSING OCCURS, SELLER
WALKS AWAY FORM THE PROPERTY SO CONVEYED AND FROM ANY AND ALL LEGAL
LIABILITY OR RESPONSIBILITY OF ANY KIND WHATSOEVER ARISING OUT OF OR IN
CONNECTION WITH SUCH PROPERTY, EXCEPT AS EXPRESSLY STATED FIERE N, AND
THAT SELLER SHALL HAVE, AFTER THE CLOSING, NO FURTHER RESPONSIBILITY OR
LIABILITY TO PURCHASER OR ANY OTHER PERSON OR ENTITY FOR ANY CLAIMS OF
ANY KIND THAT MAY ARISE AS TO OR IN CONNECTION WITH THE PROPERTY:
NEITHER SELLER, NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS; ATTORNEYS, OR REPRESENTATIVES HAVE PREVIOUSLY NOR DOES UNDER
THIS AGREEMENT MAKE ANY REPRESENTATIONS 1OR WARRANTIES, AND NONE OF
THE PERSONS OR ENTITIES DESCRIBED ABOVE SHALL IN ANY WAY BE LIABLE FOR
OR WITH RESPECT TO;
(A) THE CONDITION OF THE PROPERTY OR THE SUITABILITY OF THE
PROPERTY FOR PURCHASER'S INTENDED USE, OR FOR ANY USE
WHATSOEVER;
(B) THE PRESENCE OR. EXISTENCE OF ANY HAZARDOUS SUBSTANCES,
ASBESTOS, OIL OR OTHER PETROLEUM PRODUCT
CONTAMINATION OR ANY OTHER MATERIAL AS TO WHI:CH THE
DISCHARGE, LEAKAGE, SPILLAGE OR PRESENCE ON THE
PROPERTY WOULD BE REGULATED BY APPLICABLE STATE OR
FEDERAL LAW. PURCHASER PURCHASES THE PROPERTY "AS IS"
AND `WHERE IS" AND ASSUMES THE RESPONSIBILITY AND RISKS
OF ALL DEFECTS AND CONDITIONS OF THE PROPERTY (AND
RELEASES AND AGREES TO INDEMNIFY, DEFEND AND HOLD
SELLER HARMLESS FROM THE SAME), INCLUDING BUT NOT
LIMITED TO ENVIRONMENTAL HAZARDS AND DETERIORATION
FROM AGE, WEATHER, DISUSE, LIMITED MAINTENANCE OR OTHER
CAUSES, PURCHASER ACKNOWLEDGES THAT PURCHASER HAS
HAD THE OPPORTUNITY AND WILL 1-LAVE THE OPPORTUNITY TO
INSPECT THE PROPERTY AND WILL BE RELYING ENTIRELY
THEREON.
PURCHASER ACKNOWLEDGES THAT NOTWITHSTANDING ANY PRIOR OR
CONTEMPORANEOUS ORAL OR WRITTEN REPRESENTATIONS, STATEMENTS,
DOCUMENTS OR .UNDERSTANDINGS, THIS AGREEMENT CONSTITUTES THE ENTIRE
UNDERSTANDING OF TILE PARTIES WITH RESPECT TO THE SUBJECT MA I `I."ER HEREOF,
AND SUPERSEDES ALL SUCH PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN
REPRESENTATIONS, STATEMENTS, DOCUMENTS OR WRITTEN AGREEMENT AND
SHALL REMAIN UNAFFECTED BY ANY REPRESENTATIONS, STATEMENTS OR
UNDERSTANDINGS SUBSEQUENT TO THE DATE HEREOF WHICH SHALL NOT BE
REPRESENTED BY A MUTUALLY EXECUTED AMENDMENT TO THIS AGREEMENT.
The terms of this Section 1 l shall survive the Closing
Purchaser shall provide at its own cost, on -site sewer and water and fire protection.
12. Obligation to Construct Improvements.
Purchaser shall substantially complete construction of a permanent structure sufficient to provide
housing for at least four (4) employees on the Property no later than three (3) years after Closing.
Prior to commencement of construction Purchaser shall submit plans and specifications for
construction of the residence .to Seller for approval which approval shall not be unreasonably
withheld. Construction shall not commence until Seller has approved the plans and specifications.
Failure to substantially complete construction within the required. time shall cause title to the
Property to revert to Seward without necessity of reentry. The obligation to construct improvements
is a material term of the Agreement which survives closing and which shall be included in the Deed.
13. Remedies:
a. If Purchaser (.a) fails, without legal excuse, to complete the purchase of the Property,
or (b) otherwise defaults under this Agreement, the City shall be entitled to retain the
$ 10,00.0.00 deposited by Purchaser with the Escrow Agent pursuant to Section 2,co
above, and such retention by the City of this $10,000.00 Deposit shall be the sole and
exclusive remedy available to the City for such failure or default by Purchaser;
provided, however, Purchaser shall remain responsible to pay its portion of
subdivision and platting costs owed to the City or third parties and Purchaser shall not
be reimbursed by the City for any subdivision and platting costs already paid by
Purchaser, unless specifically provided otherwise herein.
b. If the City fails, without legal excuse, to complete the sale of the Property, then the
Deposit shall be returned to Purchaser, and City shall he responsible for reimbursing
any subdivision and platting costs paid by Purchaser. The City's return of the
S10,000.00 Deposit to Purchaser and reimbursement of any subdivision and platting
costs paid by Purchaser, shall be the sole and exclusive remedy available to Purchaser
for such failure or default by the City..
14. Costs and Fees:
If either parry institutes suit concerning this Agreement, the prevailing party shall be entitled to its
reasonable attorneys' fees and costs.
15. Waiver:
No delay in exercising any right or remedy shall constitute a waiver thereof, and no waiver by the City
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. Assignment:
l hi 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:
City of Seward
Kat Sorensen- City Manager
P.O. Box 167
Seward, Alaska 99664
Purchaser: Seward City Tours
PO Box 2031
Seward, Alf 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 Agreement:
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 Agreement:
The captions of the paragraphs 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.
21. Surviving 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 th is Agreement.
23. Exclusive Agreement:
This Agreement shall constitute an e-xc'lusive arrangement between the parties. The City shall not
market, sell, negotiate for the sale of, or convey the Property to any other person, provided that
Purchaser has not delivered notice that it will not close due to an unsatisfied condition.
24. Controlling Law and Venue:
This Agreement shall be governed by, construed under and enforced in accordance with the laws of
the State of A laska, and venue for actions between the parties arising out of or relatedto this Agreement
shall be in the Alaska Superior Court, Third Judicial District, Anchorage, Alaska.
25. Further Assurances:
Whenever requested to do so by the other party,. the City 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 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 Quitclaim deed.
/iceof i�"day.Se v,� 3O23
Executed thisj2-
Buyer:
Seward City Tours
Swide
State of Alaska
Judicial District (or County of Kula, {7.e„,Acu1a)
i;i,. \1unicipality of 66.,1 et )
The foregoing instrument was ackn owiledged before me this 12441 of ,I- 2023 by Jonah
Swiderski of a rib (state or place of incorporation) corporation, on behalf of the
corporation.
dti
N: ry Signature
Commission Expires:
Seller:
CITY OF S EWARD
State of Alaska
Seward Judicial District
\1 WIluhIf ���
F. NOTAR4 It
"%Va. 4.
PUBLIC
4up i ze • 4k=44
!1►III1111
The foregoing instrument was acknowledged before me this. this /2 of
Kat Sorensen, City Manager Seward, Alaska, on behalf of the City of Seward.
Not Signature
M Commission Expires:
2023 by