HomeMy WebLinkAboutRes2021-102 CITY OF SEWARD,ALASKA Sponsored by: Bower
RESOLUTION 2021-102
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 WITH CHUGACHMIUT FOR THE SALE OF A 3.31 ACRE
PORTION OF LOT 7A FORT RAYMOND SUBDIVISION REPLAT NO 1,
PHYSICAL ADDRESS 2101 DIMOND BLVD, 2109 DIMOND BLVD, IN
THE AMOUNT OF$663,500
WHEREAS,on January 25,2021,the City Council discussed a request from Chugachmiut
to buy 3.31 acres of city land located at Fort Raymond Sub Replat No 1 Lot 7A physical addresses:
2101 Dimond Blvd,2109 Dimond Blvd; and
WHEREAS, on February 11, 2021 the Planning and Zoning Commission held a work
session to discuss possible land sale/uses, both public and private, of municipal lands, including
but not limited to,the Ft. Raymond Subdivision; and
WHEREAS, on March 2, 2021, the Planning and Zoning Commission met during their
regularly scheduled meeting and determined that the City should appraise and sell Lot 7A; and
WHEREAS, on April 12, 2021, the City Council approved Resolution 2021-038,
authorizing the City Manager to negotiate with Chugachmiut the sale terms of 3.31 acres of City
land located at Fort Raymond Replat No 1 Lot 7A; and
WHEREAS,Chugachmiut is a 501 c3 tribal organization formed in 1975 to provide health
and social services to the Alaska Native/American Indian (AN/AI) population in the Chugach
region; and
WHEREAS,Chugachmiut has partnered with the US Government under the Indian Health
Service Joint Venture Construction Program to build a 15,000 square foot hub clinic in Seward;
and
WHEREAS, Chugachmiut through an agreement with the US Department of Veteran's
Affairs,provides services to veterans living in Seward and the surrounding area; and
WHEREAS,in 1987, Chugachmiut established the North Star Health Clinic in Seward to
provide basic primary care and to function as a regional hub for the four village clinics staffed by
Community Health Aides; and
WHEREAS,Chugachmiut received support to build a new clinic in Seward from Alaska
Mental Health Trust Authority, Qutekcak Native Tribe, SeaView Community Services, State
Senator Gary Stevens, Congressmen Don Young, United States Senators Dan Sullivan and Lisa
CITY OF SEWARD, ALASKA
RESOLUTION 2021-102
Murkowski; and
WHEREAS, the City Council has repeatedly determined that economic development of
the City of Seward is in the public interest; and
WHEREAS,Chugachmiut's new clinic will add approximately 24 new jobs and will boost
the local economy by greater consumer spending and expenses associated with the operation of a
facility almost three times the size of the leased space they currently occupy; and
WHEREAS, the City of Seward recognizes the new positions will bring professional
personnel and their families to boost rental and/or the sale of homes in Seward; and
WHEREAS,the City of Seward currently owns property, legally described as: a 3.31-acre
portion of Lot 7A Fort Raymond Subdivision Replat No 1 with the Physical Addresses of: 2101
Dimond Blvd and 2109 Dimond Blvd; ("the Property"); and
WHEREAS, Chugachmiut will survey and replat the 3.31 acres at its own expense in
accordance with provisions of the Kenai Peninsula Borough code; and
WHEREAS, Chugachmiut has paid the City of Seward earnest money, in the amount ofII
$10,000 for the purchase of the Property; and
WHEREAS, Seward City Code 7.05.120 states City Council may acquire or dispose of an
interest in real property by negotiation, public auction, or sealed bid; and
WHEREAS, the Property was recently appraised twice by licensed appraisers
independently retained by the City of Seward and Chugachmiut; and
WHEREAS,one appraisal valued the Property at$755,000 as of July 8,2021, and another
appraisal valued the Property at $577,000 as of June 16, 2021; and
WHEREAS,the midpoint of these two appraisals is $663,500; and
WHEREAS, this midpoint is accepted as fair market value of the Property.
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 Chugachmiut by sole source negotiation pursuant Seward City Code 7.05.120,
Resolution 2021-038, and the essential terms and conditions in the attached Purchase and Sale
3
Agreement.
CITY OF SEWARD, ALASKA
RESOLUTION 2021-102
Section 2. The attached Purchase and Sale Agreement, marked as Exhibit A, is hereby
approved and the City Manager is hereby authorized to execute the Purchase and Sale Agreement in
substantial 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.
Section 3. This resolution shall take effect immediately upon adoption.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 13th
day of September, 2021.
TH TY F SE ARD, ALASKA
411:1111
Christy Terry, yor
AYES: Seese, DeMoss, Osenga, Baclaan, McClure, Terry
NOES: Casagranda 41,
ABSENT: None
ABSTAIN: None
ATTEST:
Brenda J. Ball u, MMC
City Clerk
(City Seap,t OF SE '.
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Agenda Statement
Meeting Date: September 13, 2021 •
To: City Council _
Through: Janette Bower, City Manager
From: Jackie Wilde, Community Development Director
Agenda Item: Resolution 2021-102: Authorizing the City Manager to Enter into and
Execute the Purchase and Sale Agreement and Related Documents with
Chugachmiut for the Sale of a 3.31 Acre Portion of Lot 7A Fort Raymond
Subdivision Replat No 1, Physical Address 2101 Dimond Blvd, 2109
Dimond Blvd, in the Amount of$663,500
Background and Justification:
On January 25, 2021,the City Council discussed a request from Chugachmiut to buy 3.31 acres of
City land located at Fort Raymond Sub Replat No 1 Lot 7A.Legally described as: T 1N R 1 W SEC
34 SEWARD MERIDIAN SW 0870012 FORT RAYMOND Sub Replat No I Lot 7A with the
Physical Addresses of: 2101 Dimond Blvd, 2109 Dimond Blvd.
Chugachmiut is a 501 c3 tribal organization formed in 1975 to provide health and social services to
the Alaska Native/American Indian (AN/AI)population in the Chugach region. Chugachmiut has
partnered with the U.S. Government under the Indian Health Service Joint Venture Construction
Program to build a 15,000 square foot hub clinic in Seward. Chugachmiut through an agreement
with the U.S.Department of Veteran's Affairs,provides services to veterans living in Seward and the
surrounding area Chugachmiut's new clinic will add approximately 24 new jobs and will boost the
local economy by greater consumer spending and expenses associated with the operation of a facility
almost three times the size of the leased space they currently occupy.
On April 12,2021,the City Council approved Resolution 2021-038,authorizing the City Manager to
negotiate with Chugachmiut the sale terms of 3.31 acres of City land that is a portion of Fort
Raymond Replat No 1 Lot 7A.
Seward City Code 7.05.120 (a) states the City shall not sell any real property interest without first
making an appraisal of the fair market value of that interest, unless the City Council finds that the
public interest will not be served by an appraisal. Two appraisals of a Lot 7A were completed. One
appraisal valued a 3.31-acre portion of Lot 7A at $750,000. Another appraisal valued the same
parcel at$577,000.Resolution 2021-XX accepts$663,500 as the midpoint and as fair market value.
Following negotiations, Chugachmiut agreed (see the signed Purchase and Sale Agreement) to
purchase the property for $663,500. Chugachmiut will survey and replat the 3.31 acres at its own
expense in accordance with provisions of the Kenai Peninsula Borough code. Chugachmiut has paid
the City of Seward earnest money, in the amount of$10,000 for the purchase of the Property.
Resolution 2021-XX approves the Purchase and Sale Agreement and authorizes the City Manager
to execute the Purchase and Sale Agreement in substantial form and to make corrections and
execute related documents as may be necessary to fulfill the intent of the resolution on behalf of the
City of Seward.
Consistency Checklist:
Comprehensive Plan:
3.1.1 Attract new business and industry to the greater Seward area 3.2.1 Promote residential and
commercial development within the city of Seward and its vicinity in accordance with community
values.
Economic Base:
We are a community that promotes. economic diversity; encourages growth of year-round
businesses, desires environmentally-responsible industry, and seeks jobs that promote a higher
standard of living.
Growth Manygement and Land Use Planning
We have an attractive community in which to live, work, be educated and recreate, where growth is
orderly and driven by community consensus. Growth and land use planning are coordinated through
the collaboration ofprivate and public entities. We promote and facilitate balanced development.
Economic Base:
We are a community that promotes economic diversity, encourages growth of year- round
businesses, desires environmentally-responsible industry, and seeks jobs that promote a higher
standard of living
Other:
2014 Municipal Lands inventory and management plan
Fiscal note:No cost is associated with this resolution. An appropriating resolution will be brought
before the council at a later date.
Finance Department approval: C_
Attorney Review:
Yes x❑ No ❑ Not applicable ❑
Recommendation:
Adopt Resolution 2021-102.
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement ("Agreement") is made as of ,.T'',plw,- /3, 2021 between
Chugachmiut ("Buyer"), and the City of Seward ("City"), 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
purchase good and marketable fee simple title to the real property described as follows (the
"Property"):
3.31-acres located at T 1N R 1W Sec 34 Seward Meridian SW 0870012 Fort
Raymond Sub Replat No 1 Lot 7A with the Physical Address of: 2101
Dimond Blvd, in Seward, Alaska.
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 Section 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 Six Hundred Sixty-Three Thousand Five Hundred
($663,500.00)dollars, which is fair market value determined by appraisal. 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.
a. 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 limited 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 Purchase for
costs related to the platting process,except as provided in Section 3.
3. Referendum:
Under the charter and code of Seller, the resolution approving this Agreement may be subject to a
referendum and the City Council's sale approval may be voided.Nothing in this Agreement shall affect
Chugachmiut Purchase and Sale Agreement Page 1 of 8
`j
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 petition is approved, with the City returning Purchaser's Earnest Money
and prompt 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 days of 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 Agreement to 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 must 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(including after acquired title)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.
a. 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 mutual 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
Chugac•hnriut Purchase and Sale Agreement Page 2 of 8
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 Agent to insure over said matters. The City shall notify
Purchaser in writing,within the fifteen (15)day period, if the City is unable or unwilling to 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 terminate this Agreement 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 exceptions or 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 amended 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:
Chugachmiut Purchase and Sale Agreement Page 3 of 8
The City shall pay the following Closing costs:
a. Any outstanding or pending 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 11, 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 purchase 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.
Purchaser to pay all amounts required by this Agreement
Chugach,niut Purchase and Sale Agreement Page 4 of 8
10. Inspection:
Purchaser, its agents and contractors, were provided with a Right of Entry on April 19, 2021 which
gave Purchaser reasonable access to the Property to conduct such tests and inspections as Purchaser
deems appropriate; provided, Purchaser gave the City reasonable notice of Purchaser's intention to
access the Property. 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 City'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, the Deposit shall be returned to Purchaser
and the parties shall have no further obligation to each other under this Agreement.
11. Property Condition:
The parties acknowledge that the value and use of the Property will be determined in part through an
environmental assessment and review process,to be undertaken at Purchaser's option and expense. If
Purchaser, based on research, inspection, sampling, environmental testing or similar reliable data,
determines that the Property is not acceptable to Purchaser due to contamination, spills, pollution,
hazardous or toxic substances or waste,Purchaser shall have the option of terminating this Agreement
prior to Closing. In that event, Seller agrees to return 100 percent of the Earnest Money to Purchaser,
and the parties shall have no further obligation to each other under this Agreement. If the sale closes,
Purchaser will be responsible for subsequent acts or omissions causing pollution, contamination,
hazardous conditions, or hazardous substances after closing, but shall not assume liability of prior
owners or users of the property.
The City expressly makes no warranties as to the physical condition of the Property and all inspection
obligations rest with the Purchaser.
Except as provided above, Purchaser acknowledges that Purchaser has inspected the Property and
accepts the same"as-is"and without reliance on any expressed or implied representations or warranties
of the City or agents of the City, as to the actual physical condition or characteristics thereof of the
Property. Provided, however, that nothing in this Section 11 waives Purchaser's rights or remedies
under AS 46.03.822(1).
Purchaser shall provide at its own cost,on-site sewer and water and fire protection.
12. 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
$10,000.00 deposited by Purchaser with the Escrow Agent pursuant to Section 2.a
Ch ugachmiut Purchase and Sale Agreement Page 5 of 8
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. The City otherwise waives
all claims for damages from Purchaser.
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 be responsible for reimbursing
any subdivision and platting costs paid by Purchaser. The City's return of the
$10,000.00 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.
13. Costs and Fees:
If either party institutes suit concerning this Agreement,the prevailing party(if any)as determined by
the court shall be entitled to its reasonable attorneys'fees and costs.
14. 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.
15. 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, which consent
shall not be unreasonably withheld.
16. 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.
17. 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
Janette Bower,City Manager
P.O. Box 167
Chugachmiut Purchase and Sale Agreement Page 6 of 8
Seward,Alaska 99664
Purchaser: Chugachmiut
Angela J. Vanderpool, Executive Director
1840 Bragaw Street, Suite 110
Anchorage,Alaska 99508
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.
18. 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.
19. 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.
20. Surviving Covenants:
The provisions of this Agreement shall survive the delivery of the Deed.
21. Time is of the Essence:
Time is of the essence of this Agreement.
22. Exclusive Agreement:
This Agreement shall constitute an exclusive 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.
23. 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, Anchorage, Alaska.
24. 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
Chugachmiut Purchase and Sale Agreement Page 7 of 8
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.
25. Possession:
Purchaser shall receive possession of the Property at the closing and recording of the Quitclaim deed.
Executed this d cJ day of AlACA5j. , 2021
Buyer: O
CHUGACHMIUT
C-____
Angela J. Van rpool, Executive Director
STATE OF ALASKA )
)ss:
THIRD JUDICIAL DISTRICT)
The foregoing instrument was acknowledged before me this OS of USV , 2021 by
Angela J. Vanderpool, Executive Director of an Alaska nonprofit corporation, on behalf of
Chugachmiut.
(SeJ ....- - - - - - - - '
GEORGINA SUMSTAD JUDA 2/Lt+l_. 41( /1 Notary Public otary Pi lic in anSLtdrli..8
r Alaska
{' State of Alaska My Commission Expires: OS 12—? /ZOZS
."..::ommission Expires May 27, 2025
Seller: .••y..,•OF SE*"",,.,
CITY OF SEWARD '
nitill /L41°4 ` • 00,14.P on,.4. 41...,0,
Jan t Bower, City Manager i • = SEAL : ••
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STATE OF ALASKA ) ; .0 : ,��ti.•'`
) ss: '•,�q),.'••...:.ti••••'ST.,ti• E OF ASP ,ob
THIRD JUDICIAL DISTRICT) � .,,� ,,. .•.
The foregoing instrument was acknowledged before me this this of ,e6-C- , 2021
by Janette Bower, City Manager of the City of Seward, an Alaska municipal corporation, on
behalf of the City.
(Sea JACKIE C.WILDE e_.- -OLU- ,
Notary Public Lt.
State of Alaska My Commission Expires Aug 12, 2022 Jackie C. Vl ' de-Notary Public in and for Alaska
My Commission Expires:August 12, 2022
Chugachmiut Purchase and Sale Agreement Page 8 of 8