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HomeMy WebLinkAboutRES2025-096 Land Purchase for Police Building1 1 1 Sponsored by: Sorensen Public Hearing: October 13, 2025 CITY OF SEWARD, ALASKA RESOLUTION 2025-096 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, AUTHORIZING THE CITY MANAGER TO ENTER INTO AND EXECUTE THE PURCHASE AND SALE AGREEMENT AND RELATED DOCUMENTS FOR THE PURCHASE OF 2.7 ACRES OF LAND, PHYSICAL ADDRESS 104 BENSON DRIVE, PARCEL 14502302, IN THE AMOUNT OF $580,000 AND APPROPRIATING FUNDS WHEREAS, the City of Seward commissioned R&M to conduct a public safety feasibility study in 2023 to determine the current status and future needs of the police and fire department facilities; and WHEREAS, that study determined that the current Police Department facilities are significantly undersized and outdated; and WHEREAS, this proposed facility would house the Police Department, Dispatch, and Emergency Operations Center with a minimum lot requirement of approximately 2 acres; and WHEREAS, the property in question is 2.7 acres and is located completely out of the Tsunami Zone (UAF 2023) and in close proximity to the Seward Schools and Emergency Shelter location; and WHEREAS, the selling price is in line with what the city has sold land for in recent years and thus an appraisal is not necessary; and WHEREAS, in order for the city to pursue funding, we need to have a site chosen and land acquired. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA that: Section 1. The City Council finds it is in the public's interest to enter into a purchase and sale agreement with Cara Osenga via sole source negotiation pursuant to Seward City Code 7.05.120 and 7.05.135, under the essential terms and conditions in the attached Purchase and Sale Agreement. Section 2. The attached Purchase and Sale Agreement is hereby approved and the City Manager is hereby authorized to execute the Purchase and Sale Agreement in substantially the same form as attached hereto and to make such corrections and execute related documents as may be necessary to fulfill the intent of this resolution on behalf of the City of Seward. CITY OF SEWARD, ALASKA RESOLUTION 2025-096 Page 2 of 2 Section 3. Funding in the amount of $580,000 and execution costs is hereby appropriated from the Capital Acquisition Fund Land Capital Outlay Account 80010-0000-8100. Section 4. This resolution shall take effect immediately. PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 13th day of October 2025. AYES: NOES: ABSENT: ABSTAIN: ATTEST: Barnwell, Crites, Wells, McClure None Finch, Warner Osenga _ Kris Peck, City Clerk (City Seal) s••t`'Of SEW''•• , SEAL "" Nry rJ-J� OF P�-Psss THE CITY OF SEWARD, ALASKA aIticr C '�..LLP. Sue McClure, Mayor 1 1 1 City Council Agenda Statement Meeting Date: October 13, 2025 To: City Council Through: Kat Sorensen, City Manager From: Jason Bickling, Deputy City Manager Subject: Resolution 2025-096: Authorizing the City Manager to Enter into and Execute a Purchase and Sale Agreement and Related Documents for the Purchase Of 2.7 Acres of Land, Physical Address 104 Benson Dr, Parcel 14502302, in the Amount of $580,000 and Appropriating Funds Background and justification: In 2023, the City commissioned a Public Safety Feasibility Study (excerpt from Police Department portion attached to this legislation) to determine the current status and future needs of the facilities for the Fire and Police Departments. Both of the current facilities were built in the 1960s following the 1964 Good Friday earthquake. Since those facilities were built, Seward's population has doubled. Staff, equipment size, and technology have increased significantly. Additionally, there were no service needs "across the bay" as the Nash Road extension and SMIC hadn't been developed. All of these factors significantly impact the facility size required. The official feasibility study determinations were that the facilities were outdated, significantly undersized in both interior and exterior spaces, and don't meet the current code requirements and recommendations for police and fire professional organizations. It was also determined that the Fire Department and Police Department do not need to be co -located. While both departments are in public safety, functionally there is very little overlap, and there will not be significant cost savings by co -locating. Additionally, co -location has the potential to create vulnerability. If a co - located facility were made inoperable by a disaster, both police and fire services would be lost. The feasibility study determined that the minimum lot size for an adequate police department facility is around two acres. In addition to the Police Department, this facility would house the City's Dispatch Center as well as the Emergency Operations Center (EOC) that would be stood up in the event of a disaster or significant emergency situation. This vital facility needs to be located outside of the 2022 UAF Tsunami Inundation Zone (map attached). The City does not purchase land without careful consideration of both current and future community needs, recognizing that developable land in Seward is limited and that, in many cases, addressing middle housing solutions must take priority. When the City does move forward with a purchase, it is because the property has been identified as essential to meeting long-term needs — not just for today, but for decades to come. In recent years, the City has sold over six acres of land. The list below is the year of the sale, the property size, the price, and the price per acre. 2021 — Chugachmiut Clinic Property: 3.31 acres $663,500 ($200,453 per acre) 2022 — Alutiiq Pride Marine Institute Property: 1.5 acres $500,000 ($333,333 per acre) 2023 — Seward City Tours: 1.4 acres $290,000 ($207,142 per acre) The current property is 2.7 acres for $580,000 ($214,815 per acre). This aligns with the price the City has sold land for, accounting for inflation over the last few years. The city just recently closed on the sale of the Alutiiq Pride property. These funds will contribute to the purchase of this property. This future facility will not have a jail in it. The city ceased operating the state jail two years ago as they were not funding it fully. The City paid hundreds of thousands of dollars from City funds annually (taxpayer dollars) as the state was only meeting half of their funding obligation. Additionally, the City could not compete with Spring Creek Correctional Facility for staff, as they have higher hourly pay, signing bonuses, and significant overtime opportunities. It has also been determined that keeping the DMV facility in City Hall will best serve the public, as it is a community business operation rather than a police function, and citizens need access to the Finance Utility Counter for proof of residence. Removing the jail and the DMV from the police facility will help shrink the square footage needed and reduce the cost of the building. In summary, this is a good property for the city to purchase: • It aligns with the Comprehensive Plan: 2.2.9 Public Safety: o Support adequate police services and equipment o Maintain an effective public safety communications system in Seward • The price is fair market value • It meets the size needs of the future facility requirements as determined by the study • It is outside of the most recent update of the Tsunami Inundation Zone • It is in close proximity to all three Seward Schools • For the EOC, the emergency shelter is in the high school and the supplies are in the adjacent Borough maintenance facility Administration has heard concerns from the public about potential traffic impacts of placing a police station in a residential neighborhood. On a day-to-day basis, the Police Department generates very little traffic. The department no longer provides public services such as fingerprinting, and —unlike the Fire Department —officers do not typically respond from the station but directly from the field. At any given time, only two to three officers are on duty, working 10- to 12-hour shifts, and they spend 60-70% of their time in the field rather than at the station. This results in far fewer vehicle trips than most other uses of the property. For comparison, if the parcel were developed for housing —whether a dozen single-family homes or multi -unit apartments —it would create significantly more traffic. To further ease concerns, the City has also engaged with the school district and Borough about establishing additional access points through school property to help disperse traffic flow. Comprehensive and Strategic Plan Consistency Information This legislation is consistent with (citation listed): Comprehensive Plan: 2.2.9 Public Safety: Support adequate police services and equipment, Maintain an effective public safety communications system in Seward 3.7.1.3 Continue to improve the quality and efficiency of city governmental services Strategic Plan: Other: Certification of Funds Total amount of funds listed in this legislation: $ 580,000 This 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 X $ $ 580,000 $ Affected Fund (✓): General Boat Harbor Motor Pool Available Fund Balance SMIC Parking Other Electric Water $ Wastewater Healthcare Note: amounts are unaudited Finance Director Signature: c5I 9zzdzte X Yes Attorney Signature: /s/ Kody George Not applicable Comments: Administration Recommendation X Adopt Resolution Other: AGREEMENT TO PURCHASE AND EARNEST MONEY RECEIPT This Agreement to Purchase and Earnest Money Receipt ("Agreement") describes the terms and conditions of sale of the below - described real property and shall be effective as of the latest of the dates on which this Agreement is signed by representatives of Buyer and Seller, as indicated on the signature page(s) below (the "Effective Date"). This is a legally binding contract. Read carefully before signing. If not understood, seek competent legal advice. The Parties must clearly checkmark the boxes and fill in any blanks that apply to this Agreement, initial, and sign where indicated. SELLER: Cara Osenga BUYER: The City of Seward Seller agrees to sell and Buyer agrees to buy, on the terms and conditions herein, the following described real property having a street address of: 104 Benson Drive, Seward AK 99664 For Property known as: Lot 2, Jesse Lee Heights Addition No. #2, according to Plat No. 83-32, Seward Recording District, Third Judicial District, State of Alaska, (herein, the "Property") as more particularly described on Exhibit A attached hereto. 1. PURCHASE AGREEMENT TERMS 1.1 Purchase Price to be: $ 580,000 1.2 Purchase is contingent on the Buyer's governing body, the Seward City Council, appropriating funds and authorizing the terms and conditions of this Agreement as required under SCC Title 7.05 during the Inspection Period. Failure of the City Council to appropriate funds and approve the terms of this Agreement during the Inspection Period will terminate this Agreement without penalty to Buyer and will not be considered a breach of this Agreement; provided, however, Buyer agrees to apply immediately after the Effective Date for and diligently and in good faith pursue the approval and appropriation of the funds for the purchase. 1.3 Earnest Money shall be in the amount of $ 8,000.00 in the form of ❑ Cashier's Check ❑Personal Check 0 Promissory Note; or ❑x wire transfer. Buyer shall deposit the earnest money within ten (10) business days in the Trust Account of Marathon Trust Real Estate, which shall hold earnest money in trust pursuant to a separate escrow agreement, if such escrow agreement is required by the escrow agent. 1.4 All Cash Offer. BUYER agrees to supply SELLER within the Inspection Period evidence of appropriation of sufficient funds and/or proceeds necessary to close the transaction. 1.5 Title/Escrow Company: Address: Attn: Lender: None 1.6 The consummation of the transaction contemplated by this Agreement (the "Closing") shall be on or before fifteen (15) days after the expiration of the Inspection Period. "Closing Date" is defined as: The day that the deed is recorded to transfer right, title and interest to the property to Buyer and consideration is paid to Seller. At Closing, Seller shall deliver to Buyer the following documents: (a) A special warranty deed (the "Special Warranty Deed"), conveying title to the Property to Buyer in fee simple, free and clear of all liens and encumbrances whatsoever, except for the Permitted Exceptions (as hereinafter defined), and warranting the title to the Property against the lawful claims of all persons claiming by, through or under Seller, but no further or otherwise. (b) An affidavit complying with Section 1445(b)(2) of the Internal Revenue Code of 1986. (c) Such other documents as are consistent with the terms of this Agreement and reasonably required to close the transaction contemplated by this Agreement. At Closing, Buyer shall deliver to Seller the following documents: Buyer's initials Date Buyer's initials Date Seller's initials Date Seller's initials Date 4820-7455-1540v3 (a) The Purchase Price in immediately available funds. (b) Such other documents as are consistent with the terms of this Agreement and reasonably required to close the transaction contemplated by this Agreement. 1.7 Possession: shall be 0 On delivery or recording of the deed, subject to existing leases or ❑ Subject to occupancy agreement. 2. CLOSING COSTS Closing fees and costs shall be paid by the parties on the Closing Date, as follows: 2.1 Seller and Buyer shall split the escrow closing fee in equal shares. Each party shall bear its own legal fees and costs, and any other closing costs not listed herein shall be paid by the parties in equal shares. 2.2 Seller shall be responsible for tax registration, real estate broker compensation, owner's title insurance and if applicable and any assessments and/or liens against the Property. 2.3 Buyer shall be responsible for all fees and costs related to any endorsements to the Owner's Title Insurance requested by Buyer, any sales tax and any fees due to lending requirements not specifically covered herein (if applicable), and recording fee. 3. CONTINGENCIES The contingencies listed below or on attached addendum shall be deemed to have been released, waived, or satisfied, and this Agreement shall continue to the Closing Date, unless, by the date specified for each contingency ("Release Date") the Party requesting that contingency has notified the other Party in writing that the contingency is not released, waived, or satisfied. If a Party has notified the other Party prior to the release date that a contingency is not released, waived, or satisfied, this Agreement is terminated, and earnest money will be returned to the buyer, unless the Parties negotiate other terms or conditions. Buyer shall provide Seller, at no cost, copies of all reports and documents regarding the Property obtained as a result of the below described contingencies within five (5) days of receipt. 3.1 Title Contingency. Seller shall order promptly after the Effective Date and provide Buyer with a preliminary title report (the "Title Commitment") for the Property. This Agreement is contingent upon Buyer's receipt and approval (to Buyer's satisfaction, subject to the terms of this Section 3.1 of the Title Commitment). Release Date: Buyer will have ten (10) days from receipt of the Title Commitment to raise objections by written notice thereof (the "Title Defect Notice") from Buyer to Seller. If Buyer timely delivers the Title Defect Notice to Seller, Seller, at Seller's expense, will have the option, but not the obligation, within thirty (30) days from receipt of Buyer's Title Defect Notice to remove the title defects and encumbrances set forth in the Title Defect Notice, with the exception of any deeds of trust, mortgages, mechanic's or materialmen's liens (arising by or through Seller), tax liens and judgment liens, which Seller shall remove at or prior to the Closing. If the Seller is unable or elects not to correct the defects and encumbrances set forth in the Title Defect Notice within such thirty (30) day period, the Buyer shall elect (at Buyer's sole option) by written notice (the "Title Election Notice") to Seller within ten (10) business days after receipt of Seller's election not to correct such defects and encumbrances either (i) to accept title subject to the defects and encumbrances which are not cured and proceed to Closing without reduction of the Purchase Price in which event such defects and encumbrances shall become Permitted Exceptions, or (ii) to terminate this Agreement whereupon all earnest money paid by Buyer will be immediately returned to Buyer, in such event, Seller will be liable for any cancellation fee for the Title Commitment. Buyer's failure to deliver the Title Election Notice within such ten (10) business days, shall conclusively be deemed to be Buyer's election to accept title subject to the defects and encumbrances which are not cured and proceed to Closing without reduction of the Purchase Price. "Permitted Exceptions" is defined as: (1) general and special taxes, including special assessments and personal property taxes, if any, a lien not delinquent, for the fiscal year including the Closing Date; (2) exceptions on record, including, without limitation, those shown on the Title Commitment except those matters which Seller has agreed in writing to cause to be removed at or before Closing; (3) matters arising by or under Buyer, (4) all matters on an ALTA survey if Buyer obtains such, at its sole cost and Buyer's initials Date Buyer's initials Date Seller's initials Date Seller's initials Date 4820-7455-1540v3 expense, or that would be disclosed by an ALTA survey of the Property if Buyer elects not to obtain such, (5) existing zoning restrictions promulgated by the applicable governmental authorities and affecting the Property as of the Effective Date, and (6) existing leases. 3.2 Inspection Contingency. Buyer 0 is not waiving the inspection contingency and is entitled to inspect the Property as described in the Inspection Agreement Addendum, which is incorporated into this Agreement. 3.3 Conforming Development. In addition to any other contingencies identified in this Agreement, the Buyer's offer is contingent on the Property and the uses therein fully complying with Seward City Code. If for example, the Property is deemed to be nonconforming or noncompliant, Buyer may terminate this Agreement without penalty. Seller agrees to authorize Buyer to submit —at Buyer's sole cost —a variance application with the City Clerk. SCC 15.10.325. 4. REPRESENTATIONS AND WARRANTIES 4.1 Title. The Seller shall convey title by Special Warranty Deed. Title shall be, at closing date,free and clear of all liens and encumbrances, except Permitted Exceptions. 4.2 Condition of the Property. Buyer represents and warrants to Seller and Licensee(s) associated with this Agreement that Buyer is completing Buyer's own independent due diligence, inspections and investigations of the Property, and of matters listed as Contingencies and Disclosures, in Paragraphs 3.3 and 6 of this Agreement, respectively, unless waived, and that the decision to purchase is not based upon any representations or warranties of Seller or any Licensee(s) associated with this Agreement, expressed or implied (which includes, but is not limited to the property's square footage, septic system, latent defects, plumbing, heating, electrical systems, fixtures, appliances, roof, sewer, soil conditions, foundation, structural conditions, insulation, and compliance with state, federal and municipal law), but solely upon the independent due diligence, investigations and inspections of Buyer. 4.3 Damage or Destruction. Seller agrees, in the event that the Property is destroyed or materially damaged prior to the Closing Date, the earnest money shall be returned to the Buyer and this Agreement is terminated, unless the Parties agree otherwise in writing. Any insurance or utilities prepaid by Buyer will be reimbursed by Seller, but Seller shall not reimburse Buyer for other costs incurred, including costs related to appraisal and inspection. 4.4 Representations of Funds. Subject to Section 1.2 above (appropriation by the Seward City Council), the Parties represent and warrant that they have sufficient funds to comply with the terms and conditions of this Agreement and are not relying on any contingent source of funds Buyer shall establish tax and insurance reserves, as appropriate. If Buyer neglects or refuses to comply with any of the conditions, to make all required payments promptly, Buyer becomes unable to qualify for financing, fails to provide lender with necessary information to process an application, lacks sufficient funds to close, or otherwise fails to comply with this Agreement, then the earnest money and additional earnest money, if any, shall be forfeited to Seller. 4.5 Use and Operation of the Property. Seller represents and warrants to Buyer, as of the Effective Date of this Agreement through the Closing Date, the Property will be used, operated and managed by the Seller in a manner consistent with the way the Property is currently being used, operated and managed. Seller will not execute or modify any existing lease or other agreement regarding the Property, without first obtaining the written consent of Buyer. 5. DISCLOSURES 5.1 Environmental and Regulatory. To the actual knowledge of Seller, and except as expressly disclosed in writing to the Buyer by the Seller on the Effective Date, Seller represents and warrants to Buyer that there has been no release of Hazardous Substances, as defined in this Section, in, on, onto, under, or from the Property prior to the Closing Date, there are not now any underground storage tanks located on the Property, whether presently in service or closed, abandoned, or decommissioned, and no underground storage tanks have been removed from the Property in a manner not in compliance with applicable federal, state, and local laws; there is no pending or written notice of a threatened litigation affecting, involving, or relating to the Property or any portion thereof; and no civil or criminal proceedings or investigations have been instigated at any time or are now pending, and no written notices, claims, Buyer's initials Date Buyer's initials Date Seller's initials Date Seller's initials Date 4820-7455-1540v3 demands, or orders have been received, arising out of any violation or alleged violation of, or failure to comply with, any federal, state, or local law applicable to the Property or its use. "Hazardous Substances" shall include pollutants or substances defined as hazardous waste, hazardous substances, hazardous materials, pollutants, contaminants, or toxic substances in the Comprehensive Environmental Response Compensation and Liability Act of 1980 (CERCLA), 42 U.S.C. § 9601 et seq., as amended; in the Superfund Amendments and Reauthorization Act of 1986 (PL 99- 499), as amended; in the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., as amended; in the Toxic Substance Control Act, 15 U.S.C. §2601 et seq., as amended; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq., as amended; the Clean Water Act, 33 U.S.C. § 1251 et seq., as amended; or the Alaska hazardous substance liability law (A.S. 46.03.822). Each of the representations and warranties of Seller contained in this Agreement or any documents executed pursuant hereto or in connection herewith shall survive for a period of six (6) months following the Closing Date (the "Survival Period"). Any claim which Buyer may have against Seller for a breach of any such representation or warranty, whether such breach is known or unknown, which is not specifically asserted by written notice to Seller within the Survival Period shall not be valid or effective, and it shall be deemed released and Seller shall have no liability with respect thereto. 6. DISCLOSURES OF INFORMATION Upon written request, Seller shall deliver to Buyer the following information and documents regarding the Property to the extent they exist and are in Seller's possession: building plans, as -built survey, and service contracts, if any. Prior to procurement and disclosure, it is the disclosing Parties' duty and obligation to redact personal information from documents. Buyer and Seller agree that all such information and documents are provided in good faith without representation or warranty, express or implied, and no responsibility is or will be accepted by the disclosing Party as to the accuracy and completeness of the information and documents. 7. DEFAULT Failure to comply with any terms or conditions of this Agreement shall constitute default or breach in which case Buyer and Seller will have the following remedies. 7.1 If Buyer fails to comply with the terms and conditions of this Agreement and/or complete the purchase of the Property, Seller may: (1) terminate this Agreement and the earnest money may be forfeited by Buyer and paid to Seller, but only if Buyer breaches this Agreement; or (2) demand Buyer reimburse all costs and fees incurred by Seller relating to this Agreement. These are the only remedies for breach of this agreement and are liquidated damages. Seller may not seek additional damages or specific enforcement of this Agreement. 7.2 If Seller fails to comply with the terms and conditions of this Agreement and/or complete the sale of the Property, Buyer may do any of the following: (1) terminate this Agreement and the earnest money shall be returned to the Buyer but only if Seller breaches this Agreement; and (2) demand Seller reimburse all costs and fees incurred by Buyer relating to this Agreement. These are the only remedies for breach of this agreement and are liquidated damages. The Buyer may not seek additional damages or specific enforcement of this Agreement. 8. EARNEST MONEY DISPOSITON If Buyer or Seller is in default or breach, earnest money may not be released or paid to Buyer or Seller unless the Parties sign a Termination of Agreement to Purchase with Release of Earnest Money Addendum. If a dispute arises, prior to release or payment of the earnest money, the company holding the earnest money shall retain the money until one of the following occurs: (1) A written release is executed by Buyer and Seller agreeing to disbursement of the earnest money. -OR- (2) A legal action is filed regarding the Agreement and/or release and distribution of the earnest money, at which time the earnest money shall be deposited with the Superior/District Court Clerk where the legal action is filed. Buyer's initials Date Buyer's initials Date Seller's initials Date Seller's initials Date 4820-7455-1540v3 -OR- (3) Ninety (90) days have passed since the effective date of the Termination Agreement and the Parties have not exercised options (1) or (2), at which time title company must release or pay the earnest money to Buyer or Seller. Title Company must release or pay the earnest money no less than ninety (90) days and no more than one hundred eighty (180) days after the effective date of the Termination Agreement. Fifteen (15) days prior to release or payment under option (3), title company must send the Parties written notice, at the Parties address described in the Termination Agreement, of the release. 9. CLOSING 9.1 Condition of Property on Closing Date. Buyer acknowledges that Buyer has the right to, and was advised to, conduct a pre - closing walkthrough. At day and time of closing, the Property shall be in substantially the same condition as on the Effective Date, with the exception of normal wear and tear. 9.2 Proration of Taxes. As applicable, for the current year and month, Buyer and Seller agree to prorate taxes, water and sewer system charges, and any other applicable charges as of the Closing Date unless otherwise agreed in writing by Buyer and Seller. 9.3 Fuel. Buyer shall pay Seller for all fuel and/or propane an amount equal to the fuel's value within five (5) days of the Closing Date. 9.4 Utilities. Buyer shall be responsible for transferring all utilities into its name effective on the Closing Date. 9.5 Extension of Closing Date. A fourteen (14) day extension of the Closing Date shall not be unreasonably withheld by the Parties. The Parties shall not be liable to each other for costs incurred as a result of a 14-day extension of the Closing Date. Any additional extension beyond the above -referenced fourteen (14) days must be agreed to in writing by Buyer and Seller. 9.6 Access to Property. On the Closing Date, unless otherwise agreed to in writing, Seller shall furnish to Buyer all keys, alarm/security codes, etc. to Buyer. 10. MISCELLANEOUS TERMS AND CONDITIONS 10.1 Time is the essence as to the terms and conditions of this Agreement. 10.2 Buyer's rights under this Agreement are not assignable without the Seller's express written consent. 10.3 If an action or proceeding is brought in connection with this Agreement, the successful or prevailing Party shall be entitled to recover reasonable attorney's fees, court costs, and other reasonable fees and costs incurred in that action or proceeding (whether at trial, on appeal, and/or in bankruptcy or similar proceeding) and in enforcing any judgement rendered thereon, in addition to any other relief to which it may otherwise be entitled. For purposes of this Agreement, the prevailing Party means the Party who succeeds either affirmatively or defensively under claims having the greater value or importance, as decided by the court. 10.4 The Parties agree that a facsimile, digital, or scanned copy of this Agreement which contains the Parties' signatures may be used as the original. The parties acknowledge that digital or facsimile signatures have the same legal effect as a "wet" signature. 10.5 This Agreement, together with any attached exhibits and any addenda or amendments signed by the Parties, shall constitute the entire agreement between Seller and Buyer, and supersedes any other written or oral agreements between Seller and Buyer. This Agreement can be modified only in writing, signed by the Seller and Buyer. 10.6 A copy of this Agreement may be executed by each individual/ entity separately, and when each has executed a copy thereof, such copies, taken together, shall be deemed to be a full and complete agreement between the Parties. 10.7 Headings preceding the text of the paragraphs and subparagraphs in this Agreement are inserted solely for convenience or reference and shall not constitute a part of this Agreement, nor shall they affect the terms and conditions of this Agreement. Buyer's initials Date Buyer's initials Date Seller's initials Date Seller's initials Date 4820-7455-1540v3 10.8 All documents and addendums signed by the Parties that are referred in this Agreement, attached to this Agreement, or specifically referenced or labeled as part of this Agreement, shall be incorporated in and be a part of this Agreement. 10.9 This Agreement shall be governed by Alaska law and any dispute brought in the Superior Court of Seward. 10.10 The terms and conditions of this Agreement and any addendums and counter offers shall survive and extend beyond the closing of this Agreement, except to the extent expressly set forth herein otherwise or to the contrary. 10.11 Buyer and Seller acknowledge and agree that they have been advised and have had a reasonable opportunity to obtain or have obtained independent legal and tax advice from a licensed and certified attorney, tax attorney and accountant regarding the legal and tax consequences of this Agreement, that they have read and fully understand the terms and conditions of this Agreement, and that the terms and conditions of this Agreement are reasonable. 10.12 Buyer and Seller are to comply in all aspects of the Foreign Investment in Real Estate Tax Act Section 1445 which requires the Closing Agent to withhold and pay to the IRS a required amount if Seller is "a foreign person" unless exempt from FIRPTA. A "foreign person" is identified within the Foreign Investment in Real Estate Tax Act. 10.13 If Buyer or Seller makes this transaction part of an IRC 1031 Exchange, there will be no cost or liability to the other Party. Both Parties agree to execute any and all documents necessary for Exchange and understand that the Party completing this exchange may assign this Agreement to Purchase to a qualified intermediary for the purposes of completing the exchange. 10.14 In this Agreement and all related documents and addendums, unless the context otherwise clearly indicates, words used in the singular include the plural, the plural includes the singular, and the neuter gender includes the masculine and feminine. 10.15 Any notices, requests or other communications required or permitted to be given hereunder shall be in writing and shall be delivered (i) by hand, (ii) by a widely recognized national overnight courier service, (iii) by electronic mail or (iv) mailed by first class United States mail, postage prepaid and addressed to each party at its address as set forth on the signature page. Any such notice, request or other communication shall be considered given or delivered, as the case may be, (a) on the date of delivery, if delivered in person or by electronic mail (provided no email automatic bounceback is received and such email notice is sent prior to 5:00 p.m. on a business day; if after 5:00 p.m. then shall be deemed received on the next business day); (b) on the next Business Day following the date sent by commercial overnight courier; or (c) on the date of delivery or refusal if sent by first class U.S. Mail. Rejection or other refusal to accept or inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice, request or other communication. By giving at least five (5) days prior written notice thereof, any party may from time to time at any time change its mailing address hereunder. 10.16 BUYER AND SELLER EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF THIS AGREEMENT. 10.17 If the time period or date by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires or occurs on a day that is not a business day, then such time period or date shall be automatically extended through the close of business on the next succeeding day which is a business day. As used herein, the term "business day" means a day other than a Saturday or a Sunday, or a day on which banking institutions in the State of Alaska are authorized or obligated by law or executive order to be closed. 10.18 Seller and Buyer mutually represent and warrant to each other that they have not dealt, and will not deal, with any real estate broker or sales representative in connection with this proposed transaction, except for Jodi L. Toloff (the "Broker"), broker for Seller. Seller shall pay Broker a commission pursuant to a separate agreement. This Section shall survive the Closing or any termination of this Agreement. 10.19 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, as described in Section 1.2, by referendum. In the event a referendum petition is timely filed and accepted, Buyer shall provide written notice of acceptance to Seller at the time the petition is accepted. In such event, Buyer 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, Buyer shall have the option of canceling this Agreement by providing written notice to the City no later than thirty (30) days after the Referendum petition is approved, with the City returning Buyer's Buyer's initials Date Buyer's initials Date Seller's initials Date Seller's initials Date 4820-7455-1540v3 Earnest Money and prompt reimbursement by Seller of all of Buyer's reasonable, third -party costs actually incurred by Buyer in connection with the subdivision and replat, if a referendum petition is approved. Buyer 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, Buyer shall be entitled to terminate the Agreement by delivering a "Termination Notice" to Seller, the Buyer's earnest money shall be returned to Buyer, and platting costs returned, within ten (10) days of the formal certification of the referendum vote, and neither party shall have any further obligation hereunder. [SIGNATURES ON NEXT PAGE] Buyer's initials Date Buyer's initials Date Seller's initials Date Seller's initials Date 4820-7455-1540v3 BUYER'S OFFER of Agreement to Purchase and Earnest Money Receipt Buyer is authorized to sign, understands that this is a legally binding document, and acknowledges and agrees to the terms and conditions of this Agreement. Date and Time: Buyer Signature: Printed Legal Name: Address: Phone: Email: Date and Time: Buyer Signature: Printed Legal Name: Address: Phone: Email: Seller's Acceptance of Agreement to Purchase and Earnest Money Receipt or Counter Offer Seller is authorized to sign and understands that this is a legally binding document. Initial only one of the following: / Seller agrees to sell the Property on the terms and conditions of this Agreement. Seller agrees to sell the Property, subject to the acceptance by Buyer and Seller of the attached Counter Offer which amends certain terms and conditions of this Agreement. (Note: Seller must initial and sign this Agreement and the attached Counter Offer for this Agreement and the counter offer to be effective.) Date and Time: Seller Signature: Printed Legal Name: Address: Phone: Email: Date and Time: Seller Signature: Printed Legal Name: Address: Phone: Email: Buyer's initials Date Buyer's initials Date Seller's initials Date Seller's initials Date 4820-7455-1540v3 Exhibit A Legal Description LOT 2, JESSE LEE HEIGHTS SUBDIVISION ADDITION NO. 2, according to Plat No. 83-32, Seward Recording District, Third Judicial District, State of Alaska. Buyer's initials Date Buyer's initials Date Seller's initials Date Seller's initials Date 4820-7455-1540v3 INSPECTION ADDENDUM This Inspection Addendum is incorporated and a part of the Parties' Agreement to Purchase and Earnest Money Receipt ("Agreement") dated: SELLER: Cara Osenga BUYER: The City of Seward For the following property (the "Property"): 104 Benson Drive, Seward AK 99664 Closing is contingent on Buyer obtaining a satisfactory inspection of the Property during the Inspection Period. However, Closing is not contingent on items of routine maintenance and/or a cosmetic nature and if Buyer fails to terminate the Agreement on or before the expiration of the Inspection Period, then Buyer shall conclusively be deemed to have waived this inspection contingency. 1. RIGHT TO INSPECT Buyer will have 60 days (the "Inspection Period") after the Effective Date to have the Property inspected and complete all due diligence. Buyer will pay for all inspections. Inspections may be done only by licensed professionals. Buyer may have any inspections done that Buyer considers appropriate, such as: Phase I Environmental Survey, geotechnical, structural, foundation, roof, flooring, HVAC system, electrical, plumbing, appliances, exterior, insulation, drainage, windows, well and septic systems, paint, and radon. Buyer and Seller may be present during any inspections, and Buyer will give Seller reasonable advance notice of the date and time of the inspection(s). Buyer may not do intrusive or invasive testing without Seller's written consent. 2. DUTIES OF BUYER AND SELLER Buyer and Buyer's inspector may enter the Property to conduct inspections. Buyer will hold Seller and Licensee(s) harmless from all liability associated with entering the Property and conducting inspections, including claims for injury or property damage. Buyer will repair and restore any damage caused to the Property by the inspection, which does not include any remediation of any deficiencies discovered as the result of the inspection. Seller will make the Property accessible for inspections, subject to limitations of existing leases, if any, and will have utilities for the Property in service during inspections. Seller will provide access to all areas of the Property, subject to limitations of existing leases, if any. The indemnities of this Inspection Addendum shall survive the Closing or the termination of this Agreement. In the event that this Agreement is terminated, other than as a result of a breach by Seller, Buyer shall provide a copy of all appraisals, inspection, engineering and environmental reports it has received with respect to the Property to Seller at no charge. 3. INSPECTIONS AND SURVEY All due diligence, inspections, environmental survey, hazardous material inspection reports, and City Council approval must be completed within the Inspection Period defined above. If Buyer shall, for any reason or no reason, in Buyer's sole discretion, elect not to purchase the Property, then Buyer shall be entitled to terminate the Agreement by delivering a "Termination Notice" to Seller at or before 5:00 p.m. local time on the last day of the Inspection Period. If Buyer's written termination is timely made, then the Earnest Money shall be returned to Buyer and thereafter neither Party shall have any further obligations or liabilities to the other hereunder except for those that expressly survive termination of the Agreement. If Buyer fails to timely deliver the Termination Notice, then, except as otherwise provided in the Agreement, the Earnest Money shall thereafter be non-refundable (except for the willful refusal of Seller to close the sale of the Property), but shall be credited to the Purchase Price at Closing, and Buyer's right to terminate the Agreement pursuant to this Inspection Addendum shall be of no further force or effect. 4. REPAIRS, CORRECTIONS AND MODIFICATIONS TO THE PROPERTY If Buyer requests repairs, corrections or modifications, and is in compliance with the Agreement, Seller will have seven (7) days to respond to Buyer's request, and (1) agree, (2) negotiate further, or (3) terminate the Agreement. If Seller does not timely respond or, within five (5) days of Seller's response, Buyer and Seller are unable to reach an agreement regarding Buyer's proposed repairs, corrections and modifications, and Buyer is in compliance with the Agreement, the Agreement will terminate, and the earnest money will be refunded to Buyer. 5. REPRESENTATIONS AND WARRANTIES Buyer represents that Buyer is completing Buyer's own independent due diligence, inspections and investigations of the Property, and of matters listed as Contingencies and Disclosures, in Paragraphs 3.3 and 6 of the Agreement, respectively, unless waived, and Buyer's initials Date Buyer's initials Date Seller's initials Date Seller's initials Date 4820-7455-1540v3 that the decision to purchase is not based upon any representations or warranties of Seller or any Licensee(s) associated with the Agreement, expressed or implied (which includes, but is not limited to the Property's square footage, septic system, latent defects, plumbing, heating, electrical systems, fixtures, appliances, roof, sewer, soil conditions, foundation, structural conditions, insulation, and compliance with state, federal and municipal law), but solely upon the independent investigations and inspections of Buyer or Buyer's inspector. Buyer represents and warrants that Buyer is choosing and hiring any and all inspectors, described in Paragraph 1 of this Inspection Agreement, and the decision to hire an inspector is not based upon any representations or warranties of Seller or any Licensee(s) associated with the Agreement, expressed or implied, but solely upon the independent due diligence, investigation, and evaluation of Buyer. Buyer's selection of qualified professional(s) is subject to Seller's approval prior to inspection. Such approval will not be unreasonably withheld. Buyer requests approval of any of the following: All other terms and conditions of the Purchase Agreement remain in full force and effect. Buyer, City of Seward Date and Time Seller, Cara Osenga Date and Time Buyer's initials Date Buyer's initials Date Seller's initials Date Seller's initials Date 4820-7455-1540v3