Fillable Printable Real Estate Purchase And Agreement - Alaska
Fillable Printable Real Estate Purchase And Agreement - Alaska
Real Estate Purchase And Agreement - Alaska
Page 1 of 14 624 West International Airport Road, Anchorage
REAL ESTATE PURCHASE AND SALE AGREEMENT – COMMERCIAL PROPERTY (02/2014)
Seller: Alaska Housing Finance Corporation (AHFC)
4300 Boniface Parkway
Anchorage, Alaska 99504
Buyer: _______________________________
_______________________________
_______________________________
For good and valuable consideration, the receipt of which is hereby acknowledged, the
parties agree that on the terms and conditions contained herein (Agreement), Buyer shall
buy the Property from Seller and Seller shall sell the Property to Buyer.
The Effective Date of the Agreement shall be the date the Seller signs acknowledging and
accepting all terms and conditions agreed between the parties (Section IX of this
Agreement).
I. SUBJECT PROPERTY:
Real property and improvements (the Property) situated in the Anchorage Recording District,
Third Judicial District, State of Alaska, described as:
Street Address: 624 West International Airport Road, Anchorage
Tax Assessor’s Parcel: 009-233-35-000
Legal: Lot Fourteen (14), CAMPBELL PARK ACRES, according to the official plat
thereof, filed under Plat Number P-167-A, in the records of the Anchorage Recording
District, Third Judicial District, State of Alaska. EXCEPTING THEREFROM the
subsurface estate and all rights, privileges, immunities and appurtenances of
whatsoever nature accruing unto said estate pursuant to the Alaska Native Claims
Settlement Act of December 18, 1971 (85 Stat 688, 704; 43 USC 1601, 1613 (f)
(1976) as reserved by the United States of America in the Patent of said land.
The Property collectively includes: real property; easements and rights appurtenant to such
real property; improvements; and personal property that is attached to the improvements.
No lease or rental agreements, service contracts, or other agreements are included in the
Property.
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II. SELLER’S DISCLOSURE:
The Seller has owned, occupied, and maintained the Property on a continuous basis since
January 1982; utilizing the Property as office and warehouse space to house the
corporation’s Anchorage area public housing family investment center until the time the
organization was relocated in August of 2012.
The Property is being sold strictly in “as-is with all defects” condition. Seller makes no
representations whatsoever about the Property other than the written representations, if
any, contained in this Agreement. In its present condition the Property may or may not meet
standards to qualify for financing, to comply with building codes, or to meet occupancy
requirements.
Seller makes no representation or warranty as to the accuracy or completeness of the
following information which has been provided to Buyer by Seller.
1. Summary appraisal dated October 2, 2012 (Black-Smith, Bethard & Carlson LLC)
2. Parking plan as referenced in the October 2, 2012 appraisal from Black-Smith,
Bethard & Carlson LLC.
3. Preliminary title report dated May 09, 2013 (Stewart Title of Alaska)
4. Phase I environmental report dated January 2013 (Chemtrack), pages 1-9. Entire
document with appendixes is 599 pages and will be provided to purchaser on CD.
5. Draft site assessment report dated June 11, 1998 (GDM Inc.)
6. Commercial Energy Savings Assessment dated April 2010 (Control Contractors)
7. As-built dated August 31,1976 (Bell, Herring and Associates)
8. Undated drawing (with dimensions similar to an as-built) depicting current building
footprint.
9. 624 W. Int’l Airport Updated Phase I 7-31-13
10. 624 W. Int’l Updated Phase I Building Material Report 8-7-13
11. MOA Elevator Inspect Report 2-26-13
12. Elevator Service Order 7-30-13
13. Major repairs or improvements completed within the past 10 years include:
2002 – computer room upgrade
2010 – new boiler
__________________________________
Buyer Signature/Date acknowledging
receipt of the above information.
Page 3 of 14 624 West International Airport Road, Anchorage
III. EARNEST MONEY DEPOSIT:
Within five (5) days after the Effective Date, Buyer shall deposit with the Title Company the
sum of Ten Thousand and 00/100 Dollars ($10,000.00) (“Deposit”) which shall be held
and/or applied as provided in this Agreement.
IV. CONTINGENCIES; DUE DILIGENCE:
This Agreement is contingent upon Buyer and Seller meeting all of the following conditions
of sale within each of the time limits indicated below:
1. Due Diligence.
a. Buyer Due Diligence – the Property
Within sixty (60) calendar days of the Effective Date, Buyer shall satisfy, at Buyer’s
sole discretion, any and all issues, concerns, or questions about the Property by
completing any/all research, investigation and/or testing Buyer believes necessary
(the Due Diligence Period).
Buyer acknowledges as of the Closing Date (i) that Buyer has been given a
reasonable opportunity to inspect and investigate the Property and all matters
relating thereto, either independently or through agents and experts of Buyer’s
choosing, and (ii) that Buyer is acquiring the Property based upon Buyer’s own
investigation and inspection thereof. Buyer shall not rely upon any statement or
opinion by Seller or any agent or contractor of Seller.
Should Buyer, in its sole discretion, reject the Property for any reason whatsoever
prior to the expiration of the Due Diligence Period by submitting written notice to
Seller, this Agreement shall be terminated, Seller shall direct the Title Company to
return the Deposit to Buyer, and the Agreement shall be of no further force or effect
to the parties unless expressly set forth otherwise in this Agreement.
Seller shall provide Buyer with full access to the Property in order that Buyer may
complete any/all due diligence inspections, soil investigations, or other testing. All
inspections shall be conducted at Buyer’s sole cost and expense and in accordance
with all requirements of applicable law.
Buyer shall provide Seller with copies of all reports Buyer receives as a result of its
Due Diligence investigations.
Buyer shall give Seller at least seven (7) business days advance written notice of any
inspection that may involve destructive testing, including a complete description of
the methods to be utilized for such testing and the manner in which the Property will
be restored. Buyer may not conduct any destructive testing without Seller’s prior
written consent, which consent shall not be unreasonably withheld or delayed. Buyer
shall permit Seller or Seller’s representative to be present during any and all
destructive testing. Buyer agrees to repair any damage done to the Property by such
inspection and testing and shall indemnify and hold Seller harmless from any liability
arising out of or related to such inspection and testing.
Page 4 of 14 624 West International Airport Road, Anchorage
Environmental Matters – the Property
In no event shall Buyer be required to remediate any prior Toxic or Hazardous
Substances (defined below) or cure any prior Environmental Law (defined below)
violation discovered by Buyer during Buyer’s Due Diligence inspections unless the
violation occurs as the direct result of Buyer’s destructive testing. The Buyer must
notify the Seller should any Toxic or Hazardous Substances be discovered or released
as a result of Buyer’s Due Diligence inspections.
From the Effective Date through the Closing Date, Seller shall not cause or permit any
Toxic or Hazardous Substances to be brought upon, kept or used in or about the
Property by Seller, its agents, employees, contractors or invitees except in the
ordinary course of managing, maintaining and operating the Property and in
accordance with all applicable laws, rules and regulations regulating any such Toxic
or Hazardous Substance.
1. Toxic or Hazardous Substances and Environmental Law Defined.
As used herein, the terms “Toxic or Hazardous Substances” shall be
interpreted broadly to include, but not be limited to, any material or substance
that is defined or classified under federal, state or local laws as a “hazardous
substance”, “hazardous waste”, “hazardous material”, or “hazardous air
pollutant” pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act (CERCLA); the Resource Conservation and
Recovery Act; the Clean Water Act; the Clean Air Act; the Emergency Planning
and Community Right to Know Act of 1986; the Federal Water Pollution
Control Act; or the Hazardous Material Transportation Act; as now or hereafter
amended.
“Toxic or Hazardous Substances” means 1) substances, chemicals or
materials in concentrations regulated under any applicable federal, state,
local or foreign statute, law, rule or regulation; 2) regulated concentrations of
petroleum and petroleum products, radioactive materials, asbestos in any
form that is or could become friable, urea formaldehyde, polychlorinated
biphenyls and radon gas; and 3) any other substances, chemical or materials
in concentrations with respect to which a federal, state, local or foreign
agency requires environmental investigation, monitoring, reporting or
remediation.
“Environmental Law” means any federal, state, local or foreign statute, law,
rule or regulation related to: 1) releases, discharges, spills, leaks or emissions
of Hazardous Substances; 2) the manufacture, handling, transport, use,
treatment, storage or disposal of Hazardous Substances or materials
containing Hazardous Substances; or 3) otherwise relating to pollution of the
environment by Hazardous Substances or the protection of human health
from injury from Hazardous Substances.
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b. Preliminary Commitment for Title Insurance – the Property
The Seller has provided Buyer a preliminary commitment for title insurance (Prelim)
dated May 2013. Within ten (10) calendar days of the Effective Date, Buyer shall
notify Seller, in writing, of any exceptions on the Prelim that Buyer finds
objectionable.
Buyer shall be deemed to have accepted title to the Property subject to any/all
exceptions listed in the Prelim if Buyer does not provide Seller with written objection
to the same within the required ten (10) calendar day notice period.
Seller shall have ten (10) calendar days after receiving Buyer’s written objection(s) to
either: 1) remove such exceptions or 2) provide Buyer with written assurances
satisfactory to Buyer that such exceptions will be removed prior to Closing. If Seller
does neither 1) nor 2) within the 10 calendar day period, then Buyer shall, by written
notice to Seller, either terminate this Agreement or agree to accept title to the
Property subject to the exceptions. If this Agreement is terminated by Buyer, then the
Deposit shall be returned to Buyer and neither Buyer nor Seller will thereafter have
any further rights or obligations under this Agreement except those that expressly
survive termination of this Agreement.
c. End of Due Diligence Period – Acceptance of Property
Buyer shall determine whether or not the Property is acceptable to Buyer within the
sixty (60) day Due Diligence Period. If Buyer determines that the Property is
acceptable, Buyer must provide written notice to Seller on or before the last day of
the Due Diligence Period in order to continue this Agreement in full force and effect.
Failure of the Buyer to deliver timely written notice to Seller shall be considered
notice that this Agreement is terminated and of no further force or effect to the
parties, whereupon Seller shall direct the Title Company to return the Deposit to
Buyer.
V. TERMS AND CONDITIONS OF CLOSING:
1. Closing.
Time is of the essence and the Closing of the transaction contemplated by this
Agreement (the Closing) will occur no later than ten (10) days after expiration or
waiver by Buyer of the Due Diligence Period. With written notice, the Closing Date
may be extended by either party for an additional ten (10) calendar days.
The Closing of this transaction will take place through escrow at the office of Stewart
Title of Alaska (the Title Company) and the parties hereby appoint the Title Company
as their escrow and closing agent for the purpose of closing this transaction.
The actual date on which the Closing occurs is herein referred to as the “Closing
Date.” Recording shall occur on the first business day following the Closing Date.
Seller shall deliver possession of the Property to Buyer at Closing in substantially the
same condition in all material respects as the condition of the Property on the date of
this Agreement. Seller shall deliver to Buyer at Closing:
Page 6 of 14 624 West International Airport Road, Anchorage
a. Copies of all manuals, maintenance guides, or operating instructions for
any/all building components or systems in the Seller’s possession.
b. Copies of all unexpired warranty agreements for any/all building components
or systems in the Seller’s possession.
2. Title to the Property shall be considered transferred upon recording of the statutory
warranty deed. Acceptance of title to the Property by Buyer shall conclusively
establish that all duties and obligations of the parties under this Agreement have
been met in full and each party has fully and completely released the other of the
same.
3. The representations and warranties of Buyer and Seller in this Agreement will be true
and correct as of the Closing Date.
a. Seller shall operate the Property in the ordinary course of business in
substantially the same manner in all material respects as Seller operated the
Property before the Effective Date.
b. Between the Effective Date and the expiration of the Due Diligence Period,
Seller shall not enter into any contracts, maintenance agreements, or other
agreements that will encumber the Property or have the potential to cause a
lien to be filed against the Property, nor lease, sublet, or renovate any portion
of the Property.
4. Buyer shall pay the following closing costs:
a. ½ recording fees.
b. ½ documentation preparation fees.
c. ½ escrow closing fees.
d. Appraisal fees for all appraisals ordered by Buyer.
e. Fees for reports or other due diligence services ordered by Buyer.
f. Attorney fees for Buyer representation.
g. Costs for endorsements and that portion of the title policy premium
attributable to extended coverage if desired by Buyer.
h. Any costs incurred by Buyer related to this Agreement.
5. Seller shall pay the following closing costs:
a. ½ recording fees.
b. ½ documentation preparation fees.
c. ½ escrow closing fees.
Page 7 of 14 624 West International Airport Road, Anchorage
d. Attorney fees for Seller representation.
e. Owner’s standard title policy for Property.
f. Any costs incurred by Seller related to this Agreement.
i. 3% brokerage fee only if the Buyer is represented by a licensed real estate
broker and the same is disclosed to Seller at the time Buyer submits its offer
to purchase to Seller.
6. Prorations:
Utilities will be prorated to date of Closing.
7. Seller will furnish the Statutory Warranty Deed at Closing conveying the Property to
Buyer free and clear of all liens and encumbrances other than the exceptions shown
on the preliminary title report that have been accepted by Buyer.
VI. MISCELLANEOUS TERMS AND CONDITIONS:
1. This document and the referenced attachments(s) if any, as listed in writing in
Section VII of this Agreement, contain the entire Agreement between the parties.
There are no understandings, either oral or written, which in any manner change or
enlarge what is set forth herein. The plural shall include the singular. This
Agreement may not be modified except in a writing signed by both parties that is
appended to this Agreement and documented in writing in Section VII of this
Agreement.
2. Due to varied methods of measuring square footage, Seller makes neither
representation nor guarantee of the accuracy of any figures. Square footage should
be independently measured by Buyer if exact calculations are desired.
3. Buyer and Seller agree that a facsimile transmission of any original document shall
have the same effect as an original. Any signature required on an original document
shall be completed when a facsimile copy has been signed, except for documents to
be recorded which require original signatures. The parties agree that facsimile
copies of documents shall be appended to the original thereof, integrated therewith
and give full effect as if an original.
4. The parties hereby acknowledge that no real estate broker is involved as either a
Seller’s representative or listing agent and further, that no brokerage or other fees
are due any party for facilitating this Agreement unless the Buyer discloses at the
time Buyer presents an offer to purchase (Section VI of this Agreement) that the
Buyer is represented by a licensed real estate broker.
Page 8 of 14 624 West International Airport Road, Anchorage
5. Seller represents to Buyer as follows:
a. To Seller’s knowledge, as a result of Seller’s use or ownership of the Property,
there are no governmental special assessments, contractor’s liens, tax liens,
or environmental liens, that have been filed or assessed, or are expected to
be filed or assessed against the Property.
b. Seller has not received notice from any governmental agency of any present
violation of any statute, law, ordinance, or deed restriction, rule, or regulation
with respect to Seller’s use of the Property.
c. To Seller’s knowledge, Seller has not disposed of any wastes, including those
containing any Hazardous Substances, in material violation of any applicable
Environmental Laws.
d. Seller is not a “foreign person” as that term is defined in Internal Revenue
Code § 1445. On the Closing Date, Seller shall execute and deliver to Buyer a
certification of non-foreign status on a form required by the Internal Revenue
Service.
c. Seller is an instrumentality of the State of Alaska and has all necessary power
and authority to enter into this Agreement and to carry out its obligations
hereunder.
f. Seller agrees to do such reasonable things, and perform such reasonable
acts, and make, execute, acknowledge and deliver such reasonable
documents as may be reasonably necessary or proper and usual to complete
the transactions contemplated by this Agreement and to carry out the purpose
of this Agreement in accordance with this Agreement.
6. Buyer represents to Seller as follows:
a. Buyer has all necessary power and authority to enter into this Agreement and
to carry out its obligations hereunder.
b. Buyer agrees to do such reasonable things, and perform such reasonable
acts, and make, execute, acknowledge and deliver such reasonable
documents as may be reasonably necessary or proper and usual to complete
the transactions contemplated by this Agreement and to carry out the purpose
of this Agreement in accordance with this Agreement.
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7. Loss or Damage to the Property Prior to Closing.
In the event of loss or damage to the Property due to the taking of all or any portion
of the Property under the power of eminent domain; or in the event of loss or damage
to all or a portion of the Property due to fire, flood or other casualty loss; Buyer shall
have the right by giving written notice to Seller within seven (7) days after the receipt
of written notice of such event, either to consummate the purchase and sale in
accordance with this Agreement or terminate this Agreement effective as of the date
such notice of termination is delivered to Seller by Buyer. If the Agreement is
terminated under this provision, Seller shall direct the Title Company to return the
Deposit to Buyer.
8. Termination, Defaults and Remedies.
a. Default by Seller.
Seller will be in default if Seller fails to materially meet, comply with, or
perform any covenants, agreements or obligations required on Seller’s part
within the time limits and in the manner required in this Agreement, for any
reason other than a default by Buyer hereunder.
In the event of a default by Seller, Buyer may, at Buyer’s option, terminate this
Agreement by written notice delivered to Seller and the Seller will request that the
Deposit be returned to Buyer. Buyer hereby waives all claims to recover damages or
to enforce specific performance and accepts return of the Deposit as its sole remedy
in the case of default by Seller.
b. Default by Buyer.
Buyer will be in default if Buyer fails to materially meet, comply with, or
perform any covenants, agreements or obligations required on Buyer’s part
within the time limits and in the manner required in this Agreement, for any
reason other than a default by Seller hereunder.
In the event of a default by Buyer, Seller may, at Seller’s option, terminate this
Agreement by written notice delivered to Buyer and the Seller will request that the
Deposit be forfeited to Seller. Seller hereby waives all claims to recover damages or
to enforce specific performance and accepts Buyer’s forfeiture of the Deposit as its
sole remedy in the case of default by Buyer.
9. Each party represents that it has had an adequate opportunity to consult with its own
tax, legal and other advisor prior to executing this Agreement. Both parties will have
their own attorneys review this Agreement prior to signing and thus this Agreement
when executed shall represent the agreement of the parties and the rule of
construction that ambiguities are construed against the drafter shall not apply.
Page 10 of 14 624 West International Airport Road, Anchorage
10. Attorney’s Fees.
In the event either party brings an action at law or in equity to enforce or interpret or
seek redress for breach of this Agreement, the prevailing party in such action shall be
entitled to its expenses and attorney fees as allowed by Alaska Law.
11. Governing Law; Jurisdiction.
This Agreement shall be construed and interpreted and the rights of the parties
determined in accordance with the laws of the State of Alaska. Should any legal
proceeding be necessary under this Agreement, the same shall be commenced in the
Superior Court of the State of Alaska, Third Judicial District at Anchorage, Alaska.
Buyer and Seller agree specifically that venue and jurisdiction in that court are
proper, and further agree to submit themselves to the jurisdiction of that court as a
result of any matter arising under this Agreement. Buyer and Seller shall not claim
that said forum is an inconvenient forum.
12. Time of Essence.
Except as otherwise specifically provided in this Agreement, time is of the essence for
this Agreement and each and every provision hereof. “Days” shall mean calendar
days.
13. This Agreement is binding on and shall inure to the benefit of Seller, Buyer, and their
respective heirs, legal representatives, successors, and assigns.
14. If any provision of this Agreement is determined by a proper court to be invalid, illegal
or unenforceable, such invalidity, illegality or unenforceability shall not affect the
other provisions of this Agreement and the remaining provisions of this Agreement
shall remain in full force and effect.
15. Any Exhibit or Addendum attached to this Agreement is made a part of this
Agreement when documented in writing under Section VII of this Agreement (Final
Form of Agreement).
16. All notices, demands and requests which may be or are required to be given by either
party to the other shall be in writing and shall be personally served on the designated
party, delivered by express courier, sent by delivered telegram, telex or facsimile
transmission (if sent by facsimile transmission a duplicate copy shall be sent by
mail), certified or registered mail, as follows:
Page 11 of 14 624 West International Airport Road, Anchorage
If to Seller:
Michael Buller, Deputy Chief Executive Officer/Executive Director
c/o Alaska Housing Finance Corporation
4300 Boniface Parkway
Anchorage, Alaska 99504
Telephone: (907) 330-8453
Fax: (907) 338-9218
If to Buyer:
17. This Agreement may be executed in counterparts, each of which shall be an original,
but all of which shall constitute one and the same Agreement.
18. The terms, conditions, agreements, representations, warranties and provisions of this
Agreement shall survive Closing and not merge into the deed or other documents to
be delivered at Closing.
