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HomeMy WebLinkAboutRES2023-119 4JBC Land Sale PH Sponsored OF SEWARD,ALASKA by: Sorensen RESOLUTION 2023-119 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 4JBC, LLC FOR THE SALE OF 18,432 SQUARE FEET OF LOT 2 BLOCK 4,FOURTH OF JULY CREEK SUBDIVISION IN THE SEWARD MARINE INDUSTRIAL CENTER, PLAT NO. 2015-14 IN THE SEWARD RECORDING DISTRICT, THIRD JUDICIAL DISTRICT, STATE OF ALASKA IN THE AMOUNT OF$65,000.00 WHEREAS, 4JBC, LLC (Patrick Marrs) currently owns Lot IA Block 4, Fourth of July Creek Subdivision in the Seward Marine Industrial Center, Plat No. 2015-14 in the Seward Recording District,Third Judicial District, State of Alaska; and WHEREAS,on September 10,2020 council approved a new lease(2020-075)with 4JBC, LLC for Lot 2 Block 4, Fourth of July Creek Subdivision in the Seward Marine Industrial Center (SMIC),Nat No.2015-14 in the Seward Recording District,Third Judicial District,State of Alaska ("Lease Agreement"); and WHEREAS, on July 10, 2023, the city received a request from 4JBC, LLC to purchase Lot 2 Block 4,Fourth of July Creek Subdivision in the Seward Marine Industrial Center,Plat No. 2015-14 in the Seward Recording District,Third Judicial District, State of Alaska; and WHEREAS,4JBC,LLC request to purchase this property so he can develop the property into warehousing for incoming or outgoing marine related businesses located at SMIC; and WHEREAS, the City Council of the City of Seward, Alaska, has repeatedly determined that economic development of the City of Seward is in the public interest; and WHEREAS, the need for retail buildings and office space that supports the marine orientated businesses has been lacking at SMIC; and WHEREAS, the City of Seward recognizes the new retail businesses will bring professional services to Seward; and WHEREAS, the City of Seward currently owns property, legally described as: Lot 2 Block 4, Fourth of July Creek Subdivision in the Seward Marine Industrial Center (SMIC), Plat No. 2015-14 in the Seward Recording District, Third Judicial District, State of Alaska with the Physical Addresses of: 208 Nash Road; ("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 CITY OF SEWARD,ALASKA RESOLUTION 2023-119 Page 2 of 3 WHEREAS, the city requested an appraisal of a Lot 2 Block 4, which came in with a appraised value of$65,000.00; and WHEREAS, Mr. Marrs had Seward Properties assess the land and determined the assessed lands actual value at$65,000; and WHEREAS, following negotiations, Mr. Marrs agreed to purchase the property for $65,000; and WHEREAS,this 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 4JBC,LLC by sole source negotiation pursuant Seward City Code 7.05.120, with the essential terms and conditions in the attached Purchase and Sale Agreement. 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.Pursuant to Section 2 of the attached Purchase and Sale Agreement and Article 32 of the Lease Agreement, the Lease Agreement 20-075 is hereby terminated. 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 November 2023. THE CITY OF SEWARD, ALASKA gudk mcC LL, Sue McClure, Mayor CITY OF SEWARD,ALASKA RESOLUTION 2023-119 Page 3 of 3 AYES: Osenga, Calhoon, Finch, Barnwell, Crites, Wells, Mayor McClure NOES: None ABSENT: None ABSTAIN: None ATTEST: 71(4./ Kris Peck. City Clerk (City Seal) .•'_1OFSE11 ''• `�•VV%. G005 cRq�'Qp : • SEAL : • : - - L . • • '',., OF IA .•.••• City Council Agenda Statement Meeting Date: November 13,2023 To: City Council Through: Kat Sorensen, City Manager From: Norm Regis,Harbormaster Subject: Resolution 2023-119: Authorizing the City Manager to Enter into and Execute the Purchase and Sale Agreement with 4JBC, LLC for the Sale of 18,432 square feet of Lot 2 Block 4, Fourth of July Subdivision, Seward Marine industrial Center, Kenai Peninsula Borough, Raibow Replat, Plat No. 2015-14 Seward Recording District, Third Judicial District, State of Alaska in the Amount of$65,000 Background and justification: 4JBC, LLC (Patrick Marrs) currently owns Lot lA Block 4, Fourth of July Creek Subdivision in the Seward Marine Industrial Center, Plat No. 2015-14 in the Seward Recording District, Third Judicial District, State of Alaska, which is just south of his lease property. On September 10,2020,council approved a new lease(2020-075)with 4JBC,LLC for Lot 2 Block 4, Fourth of July Creek Subdivision in the Seward Marine Industrial Center, Raibow Replat, Plat No. 2015-14 in the Seward Recording District, Third Judicial District, State of Alaska ("Lease Agreement"). On July 10, 2023, the city received a request from 4JBC, LLC to purchase Lot 2 Block 4, Fourth of July Creek Subdivision in the Seward Marine Industrial Center, Raibow Replat,Plat No. 2015- 14 in the Seward Recording District, Third Judicial District, State of Alaska 4JBC, LLC request to purchase this property so he can develop the property into warehousing for incoming or outgoing marine related businesses. 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. The city requested an appraisal of Lot 2 Block 4 in 2023,which came in with a value of$65,000.00. Following negotiations, Mr. Marrs agreed (see the signed Purchase and Sale Agreement) to purchase the property for $65,000. Resolution 2023-119 approves the Purchase and Sale Agreement, terminates the Lease Agreement 20-075 between 4JBC, LLC and the City, 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. 97 Comprehensive and Strategic Plan Consistency Information This legislation is consistent with(citation listed): 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. Strategic Plan: Economic Base: We are a community that promotes. economic diversity, encourages growth ofyear-round businesses, desires environmentally responsible industry, and seeks jobs that promote a higher standard of living. Growth Management 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. Other: Certification of Funds Total amount of funds listed in this legislation: $ 65,000.00 This legislation(✓): ✓ Creates revenue in the amount of: $ 65,000.00 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 Fund Balance Information Affected Fund(✓):12000-2501-XXXX General ✓ SMIC Electric Wastewater Boat Harbor Parking Water Healthcare Motor Pool Other Note:amounts are unaudited Available Fund Balance $ Finance Director Signature: 98 Attorney Review ✓ Yes Attorney - Signature: Not Comments: applicable Administration Recommendation �✓ Adopt AM Other: 99 r,; J t.n hn-- To: Norm Regis, Seward Harbormaster Fr: Patrick 4JBC LLC PO Box 1947 Seward, Alaska 99664 Re. 11�nv to v»>rnT. awn �nrnnl `2A I Q AQ9 o" ft mnntnnr. Az y Int In—f-A nt 9AQ -KTAQTJ vstc.r by rcxrc,ucxw�c., is cxi c,cr v ' iv, _"r to t�.c.n[zxx�cc cc�.c -vO rc�uuoc.cc uu Marine .uw i iw-ii ROAD at the Seward Mare Industrial Center (SMIC). This lot is presently leased by myself, Patrick Marrs, and is adjacent and north of my present property at 4JBC LLC (Communications North Lot), 204 Nash Road. I am offering to purchase the property at fair market value. Nicole Lawrence of ., P mm nrnl on." ' f $57,600 based on past Borough assessed values and private appraised values. I have included a concept drawing of the area for development. See attachments. My plans are to develop the property for marine-oriented business operations. As the area develops there is a need for warehousing for incoming/outgoing products. I would consider other tvbes of established companies from lamer cities to locate -satellite dices to support the maritime industry in the service or manufacturing sector. There is no electrical, water or sewerage service to the property and the drainage from rain run-off does occasionally flood the property. When the area drainage is corrected and put in culverts, the ditch could be covered allowing for ease of access by large vehicles. However, the property can be developed as it is if access is available from the uplands. I hope that serious consideration will be given to my offer to purchase the parcel. 103 REAL PROPERTY PURCHASE AND SALE AGREEMENT BETWEEN 4JBC,LLC AND THE CITY OF SEWARD,AK This Exchange Agreement(hereinafter, the "Agreement") is made as of aJeffi�T 3 2023 between the 4JBC, LLC (hereinafter, "4JBC"), and the City of Seward (hereinafter, the"City"), AK, organized as a first-class home-rule municipality under the laws of the State of Alaska (collectively hereinafter, the"Parties"). The Parties agree as follows: 1. Purchase and Sale. Subject to the terms and conditions of this Agreement,the City agrees to sell and 4JBC agrees to purchase the real property described as follows along with all improvement located thereon (hereinafter,the"Property"): Lot 2, Block 4, FOURTH OF JULY CREEK SUBDIVISION, SEWARD MARINE INDUSTRIAL CENTER, RAIBOW REPLAT, Plat No. 2015-14, records of the Seward Recording District, Third Judicial District, State of Alaska. Also known as 208 Nash Road, Seward AK 99835, Parcel ID: 14534056 subject only to the "Permitted Exceptions" as defined in Section 5 below. 2. Purchase Price and Payment Terms. The purchase price for the Property shall be sixty-five thousand dollars ($65,000.00). 4JBC will pay a deposit of one thousand, three hundred dollars($1,300.00)(hereinafter,the"Earnest Money" or"Deposit")to the Escrow Agent described. with 4JBC'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 S to 4JBC`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 the City, the City resolution required to approve this Agreement will be effective 30 days following adoption of such resolution, except as provided in Section 3. Currently 4JBC has approximately 17 years remaining on a leasehold interest in the Property pursuant to an agreement signed in October 2020("Lease"). 4JBC and the City agree to terminate the Lease as part of this Agreement. No value will be given for the mutual termination of the Lease. 3. Referendum. Under the charter and code of Seller,the resolution approving this Agreement may be subject to a referendum and the sale approval may be voided. Nothing in this Agreement shall affect or reduce the rights of the voters of the City of Seward to reject the City Councils approval of this Agreement by referendum. In the event a referendum petition is timely filed and accepted, the City shall provide written notice of acceptance to 4JBC at the time the petition is accepted. In such event, City and 4JBC Purchase and Sale Agreement 104 Page 1 of 10 4JBC 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, 4JBC 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 4JBC's Earnest Money and prompt reimbursement by the City of all of 4JBC's reasonable, third-party costs actually incurred by 4JBC in connection with the subdivision and replat, if a referendum petition is approved. 4JBC shall not be entitled to any damages or other relief against the City 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 4JBC, 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. 4. Pr_o_rations and Adjustments. A. City Responsibilities. On the basis that the City is the owner of the Property on the Closing date, the City shall be responsible to 4JBC on a prorated and adjusted basis for the following: (1) Real property taxes and current installments of special assessments for the current tax year. (2) The City shall pay any and all transfer taxes and fees, sales taxes and revenue stamps in connection with the consummation of the transactions contemplated by this Agreement, which it owes. B. 4JBC Responsibilities. On the basis that 4JBC is currently leasing the Property and will be on the Closing date, 4JBC shall be responsible to the City on a prorated and adjusted basis for the following: (1) Real property taxes and installments of special assessments for the remainder of the current tax year. C. 4JBC and City Responsibilities. (1) The Parties shall have 14 days from the execution of this contract to procure clear title insurance with all exceptions, defects,and encumbrances discharged on the closing date. If a Party is unable to correct the defects and encumbrances, the other Party may elect, at its own option, either to accept title subject to the defects and encumbrances which are not cured or to terminate this Agreement, whereupon all funds deposited into escrow shall be returned to the buyer. If after 14 days, a Party is unable to release this contingency then both Parties may mutually agree to extend the contingency period, or the other Party may terminate the Agreement. If neither Party acts during this 14-day period, then the contingency will continue until such time as the Party removes the contingency or one of the Parties terminated this Agreement. If the Party terminates this Agreement under this provision, then all remaining Party City and 4JBC Purchase and Safe-Agreement 105 Page 2 of 10 escrow funds will be returned to the Parties. If during this period the removing of any title insurance policy exception is beyond the capability of either Party, then either Party may terminate this Agreement. (2) This action is contingent on the Parties' ability to review the closing documents in advance of deed recordings. Closing documents include Parties' closing statements and the prepared final deed. 5. Representations and Warranties. A.Title. The City will deliver to 4JBC, at 4JBC's expense, within fourteen (14) days of mutual execution of this Agreement a commitment for title insurance(hereinafter, the"Preliminary Commitment") preliminary to the issuance of the title policy referred to in Section G of this Agreement, together with copies of all underlying exceptions described in the Preliminary Commitment, The Property is to be sold and conveyed subj ect 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 4JBC. 4JBC 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 4JBC objects. If 4JBC objects to any such matters, the City shall have fifteen (15) days after receiving written notice from 4JBC to attempt to eliminate the matters to which 4JBC has objected or to cause Escrow Agent to insure over said matters. The City shall notify 4JBC 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. 4JBC 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. Permitted Exceptions. Notwithstanding the immediately preceding paragraph, 4JBC may not object to any of the following title matters: reserved mineral rights; rights reserved to federal and state patents; ; real property taxes or assessments due after closing; any adverse claim based upon the assertion that some portion of said land is tide or submerged land, or has been created by artificial means or has accreted to such portion so created; any preference rights which may exist under the Alaska Land Act or terms, provisions and reservations under the Submerged Lands Act and the enabling act (Public Law 85-508, 72 Stat. 339); any prohibition or limitation on the use, occupancy or improvements of the land resulting from the right of the public or riparian owners to use any waters which my cover the land or to use any portion of the land which is now or may formerly have been covered by water. All items to which 4JBC does not object under the immediately preceding paragraph, plus all items described in this paragraph, are referred to herein as "Permitted Exceptions." B. Damatye or Destruction. City and 4JBC Purchase and Sale Agreement 106 Page 3 of 10 The Parties agree that, in the event that the Property is destroyed or materially damaged prior to the Closing Date, the Escrow money shall be returned to the Parties and this Agreement is terminated, unless the Parties agree otherwise in writing. C. Use and Operation of the Property. The Parties represent and warrant to that, as of the Effective Date of this Agreement through the Closing Date, the Properties will be used, operated and managed by the Parties in a manner consistent with the way the Property is currently being used, operated and managed. A Party will not execute or modify any existing lease or other agreement regarding the Property, without first obtaining the written consent of the other Party. D. Attorney's fees. Should any dispute arise between the Parties hereto or their legal representatives, successors and assigns concerning any provision of this Agreement, the Party prevailing in such dispute shall be entitled, in addition to such other relief that may be granted, to recover reasonable attorney's fees and legal costs in connection with such dispute as determined by the judgement or award of any court or tribunal of competent jurisdiction. E. Escrow Money Disposition. If either Party is in default or breach, escrow money may not be released or paid to a Party unless the Parties sign a Termination of Agreement to Purchase with Release of Escrow Money Addendurn. If a dispute arises,prior to release or payment of the Escrow money,the title company holding the escrow money shall retain the money until one of the following occurs: (1) A written release is executed by the Parties agreeing to disbursement of the escrow money, OR (2) Legal action is filed regarding the Agreement or release and distribution of the escrow money, at which time the escrow money shall be deposited with the Court Clerk where the legal action is filed, OR (3) Ninety(90) days have passed since the effective date of the Termination of this Agreement and the Parties have not exercised options (1) or (2) at which point the escrow funds will be released back to the Buyer. 6. Terms and Conditions. A. Inspection. 4JBC is currently leasing the Property and has knowledge of the condition of the property based on occupancy and past use under the Lease. 4JBC, its agents and contractors, may conduct such tests and inspections of the Property as 4JBC deems appropriate; provided, however, 4JBC shall give the City reasonable notice of 4JBC's intention to conduct such tests and inspections of the Property. If 4JBC reasonably determines from the inspections or testing that any condition of the Property does not meet 4JBC's satisfaction, and that condition does not stem from its own negligence or use of the Property under the Parties' Lease, 4JBC shall have the right within sixty (60)days after the effective date of this Agreement to object to such matter by delivering written Cit)�and 4JBC Purchase and Sale Agreement 107 Page 4 of 10 notice to the City specifying the matters to which 4JBC objects. To the extent that any objection is curable, the City shall have thirty (30) days after receipt of the written notice to cure the deficiency, at the City''s expense and to 4JBC's satisfaction or negotiate an acceptable resolution with 4JBC. Unless 4JBC has agreed to proceed as a result of the City's cure or other agreed-upon resolution, 4JBC 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 4JBC pursuant to this paragraph, the Deposit shall be returned to 4JBC and the parties shall have no further obligation to each other under this Agreement. B. Property Condition. As Is, Where Is Sale, Release and Indemnification. The City sells and 4JBC buys the Property hereunder"as is" and"where is." The City shall have no liability or responsibility to 4JBC 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. Neither the City, nor any of its officers, directors, employees, agents, attorneys, or representatives have previously nor does under this Agreement make any representations or warranties. All inspection obligations rest with 4JBC. 4JBC 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. C. Items included in this Sale. All existing fixtures and fittings that are attached to the property. D. Deed. Title to the Property shall be conveyed to 4JBC by a quitclaim deed (hereinafter, 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 4JBC. 7. Closing. A. Closing Costs. All Closing costs of the transaction, unless otherwise provided in this Agreement, shall be divided as follows; City and 4JBC,Purchme and Side Agreement 108 Page 5 of 10 Seller shall pay the following Closing costs: a. Any outstanding or pending assessments or liens b. Seller's attorney fees and costs c. Real Property taxes will be prorated to date of closing and if applicable, paid through escrow 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. All appraisals, commitment fees, points, and financing costs h. Real Property taxes will be prorated to date of closing and, if applicable, paid through escrow i. All costs not otherwise specified but related to this transaction and not otherwise agreed to be paid by the Seller 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. From the date of mutual acceptance of this Agreement until Closing, the City agrees to maintain the Property in its present condition. B. Qq 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: (1) Receipt of approval by 43BC of 4JBC's inspection of the Property not revealing any basis upon which 4JBC timely terminates this Agreement as provided in Section 6. (2) Approval of this Agreement by the Seward City Council, and, if a timely referendum petition is filed, approval by voters in a referendum election. (3) No litigation or other claim which has any probability or reasonable likelihood of success, challenges or controverts 4JBC's action to acquire the Property. (4) 4JBC to pay all amounts required by this Agreement. C. Closing Date Closing shall occur within 60 days from Council approval of the Agreement unless a referendum application has been filed in which case the time for Closing will be extended until 30 days after certification of the Referendum election. City and 4JBC Purchase and Sale Agreement 109 Page 6 of 10 S. Miscellaneous. A. Remedies. (1) If 4JBC (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 $1,300.00 deposited by 4JBC with the Escrow Agent pursuant to Section 2 above, and such retention by the City of this Deposit shall be the sole and exclusive remedy available to the City for such failure or default by 4JBC; unless specifically provided otherwise herein- (2) If the City fails, without legal excuse,to complete the sale of the Property, then the Deposit shall be returned to 4JBC. The City's return of the$1,300,00 Deposit to 4JBC, shall be the sole and exclusive remedy available to 4JBC for such failure or default by the City. B. Costs and Fees. If either party institutes suit concerning this Agreement, the prevailing party shall be entitled to its reasonable attorneys'fees and costs. C. Waiver. No delay in exercising any right or remedy shall constitute a waiver thereof, and no waiver by the City or 4JBC 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. D. 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. E. 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. F. 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: City and 4JBC Purchase and Sale Agreement 110 Page 7 of 10 Seller: City of Seward Attn: City Manager P.O. Box 167 Seward,Alaska 99664 4JBC: Patrick Marrs PO BOX 1947, 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. G. Entire Amement. 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. H. 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. L Surviving Covenants. The provisions of this Agreement shall survive the delivery of the Deed. J. Time is of the Essence. Time is of the essence of this Agreement, K. 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 4JBC has not delivered notice that it will not close due to an unsatisfied condition. L. Controlling Law and Venue. This Agreement shall be governed by, construed under and enforced in accordance with and governed in all respects by applicable federal law, in addition to 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, M. Further Assurances. Whenever requested to do so by the other party,the City or 4JBC 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 City and 4IBC Purchase and Sale Agreement 1 1 1 Page 8 of 10 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. N. Miscellaneous, (1) By entering into this Agreement, the Parties represent that they are legally capable of transferring the property rights at issue from the State of Alaska to the 4JBC, and vice versa. (2) 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. (3) It is mutually understood and agreed that this contract shall not be assigned in whole or in part without the consent in writing of the Parties. O. Possession. 4JBC shall receive possession of the Property at the closing and recording of the quitclaim deed_ The leasehold agreement between 4JBC and the City for the Premises as referenced in Section 2 shall terminate upon closing. The execution of this Agreement constitutes proper notice to both parties to vacate the Leased Premises under the terms of Lease and related lease agreement upon termination. Executed this day of 2023 City and 4JBC Purchase and Sale Agreement 112 Page 9 of 10 Buyer: 4JBC,LLC Patrick Marrs Manager, Member State of Alaska ) Judicial District ) City of '5e'Lj'4'z0 ) The foregoing instrument was acknowledged before me this 3 of &4 rbr i-22023 by Patrick Marrs,Manager, on behalf of the 4JBC, ���\\11111111tII1lIUI/I (Seal) " " �! Notary Signature -- My Commission Expires: NOTARY I PUBLIC Serer: O �` 1i1 ` CITY OF SEWARD Kat Sorenson, City Manager State of Alaska ) Judicial District ) Municipality of ) The foregoing instrument was acknowledged before me this this of ,2023 by Kat Sorenson,City Manager Seward, Alaska, on behalf of the City of Seward. (Seal) Notary Signature My Commission Expires: City and VBC Purchase and Sale Agreement 113 Page 10 of 10