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HomeMy WebLinkAboutRes2023-099 Seward City Tours Land Purchase Sponsored by: Sorensen CITY OF SEWARD,ALASKA RESOLUTION 2023-099 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 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 1452608,IN THE AMOUNT OF$290,000 WHEREAS, on August 4th, 2023 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;and WHEREAS, 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; and WHEREAS, a June 2022 appraisal determined the fair market value of the parcel to be $290,000; and WHEREAS,City Council discussed this possible transaction during the August 14,2023 Regular meeting; and WHEREAS,following the discussion,City Council voted unanimously to direct the City Manager to bring a resolution to a future meeting to approve the purchase and sale agreement; and WHEREAS,Seward City Tours intends to construct a multi-use facility on the parcel for the purpose of vehicle storage,maintenance, and employee housing. 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 Seward City Tours by sole source negotiation pursuant to Seward City Code 7.05.120 and 7.05.150, and 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 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. Proceeds from this sale will be appropriated in to the Capital Acquisition Fund 80010-0000-4610. Section 3.This resolution shall take effect immediately upon adoption. CITY OF SEWARD,ALASKA RESOLUTION 2023-099 PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 11`F' day of September 2023. THE CITY OF SEWARD, ALASKA atkill..CLte Sue McClure, Mayor AYES: Osenga, DeMoss, Finch, Wells, Calhoon, McClure NOES: None ABSENT: Barnwell ABSTAIN: None VACANT: None ATTEST: v V Kris Peck, City Clerk (City Seal) s OF SE ,,s • G t • ' SEAL • : c9j.'••�NE 1,�°'.'',�Q' OF A\- ;.•`. I 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 4th, Seward City Tours sent the City Manager a letter requesting discussion with City Council regarding a proposal to purchase the North Portion of Lot IOA, 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 This legislation(✓): x Creates revenue in the amount of: $ 290,000 Creates expenditure in amount of: $ Creates a savings in the amount of: $ Has no fiscal impact Funds are (✓): Budgeted Line item(s): x Not budgeted Not applicable 149 Fund Balance Information Affected Fund(✓): General SMIC Electric Wastewater Boat Harbor Parking F1 Water F1 Healthcare Motor Pool Other Funds will go into the Capital Acquisition x Account Note:amounts are unaudited Available Fund Balance $ Finance Director Signature: Attorney Review x Yes Attorney Signature: Not applicable Comments: Administration Recommendation rq 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 purchase the real property and improvements described as follows (the "Property"): T 1N R 1W 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 Section S 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 ($290,000.00) 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. 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 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 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 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 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: 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 I I 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. 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 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 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 remediate 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 i waste which are or become regulated as hazardous or toxic under federal, state or local law. (f) The terms of this Paragraph shall survive the Closing. It. Property Condition. As Is, Where Is Sale, Release and Indemnification. SELLER SELLS AND PURCHASER BUYS THE PROPERTY HEREUNDER"AS IS"AND "WHERE IS." SELLER SHALL HAVE NO 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 PREDECESSORS 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 HEREIN 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 OR 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 WHICH 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 WEATI IER DISUSE LIMITED MAINTENANCE OR OTHER CAUSES. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS HAD THE OPPORTUNITY AND WILL HAVE 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 THE PARTIES WITH RESPECT TO THE SUBJECT MATTER 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 11 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 $10,000.00 deposited by Purchaser with the Escrow Agent pursuant to Section 2.a 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 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. 14. Costs and Fees: If either party 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: 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. 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, AK 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 this Agreement. 23. 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. 24. 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. 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. , ,,��..�� (2, Executed this �02 day of b'Z023 Buyer: Seward City Tours Jo Swide i State of Alaska Judicial District(or County of t4a, Pei►�n��.\a) (or Municipality of The foregoing instrument was acknowledged before me this f 2 of , �- , 2023 by Jonah Swiderski of a A Ska (state or place of incorporation) corporation, on behalf of the corporation. 10 Ztmmission Signature NOTARY Expires: 1 , 207, PUBLICOF Seller: CITY OF SEWARD K , City Manager State of Alaska Seward Judicial District The foregoing instrument was acknowledged before me this this 12 of 2023 by Kat Sorensen,City Manager Seward, Alaska, on behalf of the City of Seward. Not Signature M Commission Expires: