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H3. Sale of Lot 4 at Old School Station
CITY OF KALISPELL Report To: Doug Russell, City Manager City of Kalispell Post Office Box 1997 - Kalispell, Montana 59903-1997 Telephone (406) 758-7700 Fax- (406) 758-7758 From: Katharine King, Assistant Director Community Development Subject: Old School Station, Lot 4 Offer to Purchase Meeting Date: February 18, 2020 BACKGROUND: On April 5, 2015, by means of Resolution 5710, the City Council elected to take assignment from Flathead County of its tax lien on six parcels of Old School Station by paying the past due taxes and assessments. On April 20, 2015, City Council passed Resolution 5712 in which Council stated its intention to retain and sell the properties and to set the concluding date and time of the period of redemption for May 4, 2015, at 7 pm. By Resolution 5717 on May 4, 2015, Council determined to retain and sell all interests in the Old School Station lots under its ownership. The properties were appraised by Clark Real Estate Appraisal in 2015 to establish listing prices for each lot. In April 2017 the City of Kalispell listed the properties for sale through Flathead Valley Brokers at the appraised values with the potential off -set of reduced Special Improvement District bond payments as calculated for each individual lot. Lot 4 of Old School Station located at 155 Schoolhouse Loop, Kalispell was appraised and then listed for sale at $293,000. Lot 4, along with the remaining four City -owned lots in Old School Station, has been continuously listed for sale since April 2017. Lot 4 is in the Technology Tax Increment Finance (TIF) District at Old School Station. Lot 6 was sold February 2019 under a similar structure as that proposed for Lot 4. On February 5, 2020, the City received an offer for the purchase of Lot 4 and has worked with the purchaser to establish the proposed terms of sale as attached and explained below. RECOMMENDATION: City Council motion to allow the City Manager or his designee to proceed with the counteroffer from Edge, LLC for Lot 4 of Old School Station as presented. FISCAL EFFECTS: The City will receive the purchase price of $293,000 as follows: $87,900 (30% of purchase price) due at closing and $1,000 earnest money. The buyer will make monthly payments to the City on an interest only note and contract for deed to the City over a five-year term with balloon payment due at the end of the term, 5% annual rate simple interest calculated per terms of the agreement on the remaining balance of $204,100. Pursuant to the terms of a Developers Agreement, tax increment will be applied to reimbursement of SID payments and if the purchaser completes planned capital improvements to the property within 18 months of closing, the note will be reduced by $43,000 to $250,000. ALTERNATIVES: Identify different terms for buy -sell agreement. ATTACHMENTS: Map of Lot 4 at Old School Station Buy -Sell for Lot 4 at Old School Station Authentisign ID: 3ABEa4D3.2B64-4300-8477-59201BA5BDB6 FLVALLEY K 0 K 8 K f Its BUY -SELL AGREEMENT (Land) %ep;1 i a 1 111 (Including Earnest Money Receipt) The use of [his form is for REALTOR® members only (members of the Montana Association of REALTORSO) and cannot REACTOR Y o ri be used by any other party for any purpose. Use of these forms by other parties may result in legal action by the Montana Association of REALTORSO. This Agreement stipulates the terms of sale of this property. Read carefully before signing. This is a legally binding contract. If not understood, seek competent advice. 1 Date: 02/05/2020 2 Edge, LLC by Layne Massie Sr., member 3 as ❑ joint tenants with rights of survivorship, ❑ tenants in common, ❑ single in his/her own right, [K other 4 Limited LiabilityCo (hereafter the "Buyer") agrees to purchase, and the Seller agrees to sell the 5 following described real property (hereafter the "Property") commonly known as 6 155 Old School Loop 59901 7 in the City of Kalispell County of Flathead Montana, legally described 9 �sLD SCHOOL STATION, S33,T28 N, R21 W, LOT 4, ACRES 4.84 ASSR#OOOE001307 10 11 TOGETHER with all interest of Seller in vacated streets and alleys adjacent thereto, all easements and other 12 appurtenances thereto, uncut timber and non -harvested crops and all improvements thereon except: 13 14 15 PERSONAL PROPERTY: The following items of personal property, free of liens and without warranty of condition, 16 are included and shall be transferred by the bill of sale: 17 18 19 PURCHASE PRICE AND TERMS: 20 $ 293,000.00 Purchase Price: Two Hundred Ninety -Three Thousand (U.S. Dollars) 21 $ 1,000.00 Earnest Money (credited to Buyer at closing) 22 $ 292 , 000 .0o Balance Due (not including closing costs, prepaids and prorations) payable as follows 23 (check one): 24 ❑ All cash at closing (no financing contingency); OR 25 ® Additional cash down payment at closing in the minimum amount of: 26 ❑ $ OR X 30 % of the Purchase Price. 27 Balance to be financed as indicated below: 28 ❑ Conventional ❑ Other Financing DO Seller Financing ❑ Assumption ❑ Home Equity 29 Or 3D SELLER FINANCING SECURED❑BYY AeCONTRACT FOR DEED AND A DEVELOPERS AGREEMENT (RATHER THAN A DEED OF TRUST) AT 5% ANNUAL RATE INTEREST ONLY LOAN, BALLOON PAYMENT DUE AT ON THE END OF THE 60TH MONTH 31 (5TH YEAR). INTEREST APPLIED TO PRINCIPLE AT PAYOFF.IN THE EVENT, THE PURCHASER COMPLETES ITS 32 PLANNED CAPITAL IMPROVEMENTS TO THE PROPERTY WITHIN 18 MONTHS OF CLOSING, THE AMOUNT OWING ON THE 33 CONTRACT FOR DEED SHALL BE REDUCED TO $250,000 (TWO HUNDRED FIFTY THOUSAND US DOLLARS) A REDUCTION OF $43,000.00 (FORTY-THREE THOUSAND US DOLLARS. DURING THE TERM OF THE CONTRACT THE PURCHASER SHALL 34 BE RESPONSIBLE TO PAY TO THE MONTANA STATE DEPARTMENT OF REVENUE ANY BENEFICIAL USE TAXES THAT 35 ACCRUE DUE TO CAPITAL IMPROVEMENTS. 36 37 CLOSING DATE: The date of closing shall be (date) 03/20/2020 (the "Closing Date"). The parties may, by 38 mutual agreement, close the transaction anticipated by this Agreement at any time prior to the date specified. The 39 Buyer and Seller will deposit with the closing agent all instruments and funds necessary to complete the purchase in 40 accordance with this Agreement. If third -party financing is required by the terms of this Agreement (including 41 assumptions, contracts for deed, and lender financing), the Closing Date may be extended without amendment by not 42 more than 0 days to accommodate delays attributable solely to such third -party financing. 43 44 POSSESSION: Seller shall deliver to Buyer possession of the Property and allow occupancy: 45 ❑ when the closing agent is in receipt of all required, signed documents and all funds necessary for the purchase; OR 46 K upon recording of the deed or notice of purchaser's interest, OR 47 ❑ 48 Seller shall provide keys and/or means to operate locks, mailboxes, security systems, alarms, garage door opener(s), 49 and Homeowner's Association facilities, if applicable. © 2018 Montana Association of REALTORS@ [�� 1 Buy -Sell Agreement (Land), October 2018 Pt / Buyer's Initials Page 1 of 8 Seller's Initials this form presented by Linda D Pistorese I Flathead Valley Brokers I (4D6) 752-8883 1 lindapefvbmt.com Insta netfoR,.os Authentisign ID: 3ABE04D3-2B6D-4300.8477-592B1BA5BDB6 5o 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 PAYMENT/RECEIPT OF EARNEST MONEY: Buyer agrees to provide earnest money in the amount of One Thousand U.S. Dollars ($ 1,000.00) as evidenced by f Cash; OR ❑ Check, the receipt of which is acknowledged by the undersigned Broker/Salesperson; OR ® F I DEL I TY T I TLE LAYNE MA551E 406-270-6664 (Broker/Salesperson's Printed Name and Phone Number) (Signature of Broker/Salesperson) To be signed only if in actual receipt of cash or check If Buyer fails to pay the earnest money as set forth above, Buyer will be in default of this Agreement and Seller shall be entitled to immediately terminate this Agreement and declare any earnest money already paid by Buyer to be forfeited. DEPOSIT OF EARNEST MONEY: All parties to this transaction agree, unless otherwise earnest money will be deposited or delivered by the Broker/Salesperson listed above within the date all parties have signed the Agreement or and such funds will be held in a trust account by F I DEL I TY T I TLE provided herein, that the 3 business days of The parties agree that interest accruing on earnest money, if any, while deposited shall be payable to the holder of the earnest money unless otherwise agreed herein. If interest is payable to the holder of the earnest money it is agreed that sums so paid are consideration for services rendered. The parties authorize the holder of the earnest money to forward to the closing agent, upon Its request, all or any portion of the earnest money required to complete the closing of the transaction. FINANCING CONDITIONS AND OBLIGATIONS: BUYER'S REPRESENTATION OF FUNDS: Buyer represents that they have sufficient funds for the down payment and closing costs to close this sale in accordance with this Agreement and are not relying upon any contingent source of such funds unless otherwise expressly set forth herein. 80 LOAN APPLICATION: If Buyer fails to make written application for financing and pay to the lender any 81 required fees, apply for assumption of an existing loan or contract, or initiate any action required for 82 completion of a contract for deed by 5:00 pm (Mountain Time) (date) N/A 83 Buyer will be in breach of this Agreement and Seller can exercise Seller's remedies under this Agreement. 84 85 CONTINGENCIES: The contingencies set forth in this Agreement or on attached addenda shall be deemed to have 86 been released, waived, or satisfied, and the transaction shall continue to closing, unless by 5:00 pm (Mountain Time) on 87 the date specified for each contingency, the party requesting that contingency has notified the other party or the other 88 party's Broker/Salesperson in writing that the contingency is not released, waived, or satisfied. If a party has notified the 89 other party on or before the release date that a contingency is not released, waived or satisfied, this transaction is 90 terminated, and the earnest money will be returned to the Buyer, unless the parties negotiate other terms or provisions. 91 92 FINANCING CONTINGENCY: 93 X This Agreement is contingent upon Buyer obtaining the financing specified in the section of this Agreement 94 entitled "PURCHASE PRICE AND TERMS", If financing cannot be obtained by the Closing Date this 95 Agreement is terminated and the earnest money will be refunded to the Buyer. 96 97 APPRAISAL CONTINGENCY: 98 ❑ Property must appraise for at least ❑ the Purchase Price OR at least ❑ $ If the 99 Property does not appraise for at least the specified amount, this Agreement is terminated and earnest money 100 refunded to the Buyer unless the Buyer elects to proceed with closing this Agreement without regard to appraised 101 value. Written notice of Buyer's election to proceed shall be given to Seller or Seller's Broker/Salesperson within 102 days of Buyer or Buyer's Broker/Salesperson receiving notice of appraised value; OR 103 104 ❑ This Agreement is contingent upon the Property appraising for at least C the Purchase Price OR at least 105 ❑ S Release Date: © 2018 Montana Association of REALTORSO I Buy -Sell Agreement (Land), October 2018 I B er's Initials Page 2 of 8 Seller's Initials This form presented by Linda D Pistorese I Flathead Valley Brokers i (406) 752-8883 i iindapefvbmt.com InSfgneFFOR^h5 Authentisign ID:3ABE04D3-2B6D-4300.8477-592➢iBA5B➢B6 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 TITLE CONTINGENCY: This Agreement is contingent upon Buyer's receipt and approval (to Buyer's satisfaction) of the preliminary title commitment (the "Commitment") issued for the Property. Release Date: 5 days from Buyer's or Buyer Broker's/Salesperson's receipt of the Commitment. Buyer may approve the Commitment subject to the removal of specified exceptions. However, Buyer may not object to the standard pre-printed exceptions (general exceptions not unique to the Property). If Buyer provides Seller written objections to the Commitment prior to the release date above, Seller shall have ten (10) days from receipt of those objections to satisfy said objections or propose to Buyer a plan by which the objections would be satisfied within a time frame satisfactory to Buyer. If within said ten (10) day period Seller has not either satisfied Buyer's objection to the Commitment or proposed to Buyer a plan by which the objections would be satisfied, Buyer shall have three (3) days after expiration of said ten (10) day period to notify Seller whether Buyer desires to (i) terminate this Agreement in which case the earnest money shall be returned to the Buyer or (ii) waive said objections in which case this Agreement shall remain in full force and effect. The two remedies stated above shall be Buyer's sole remedies if Seller and Buyer are unable to resolve Buyer's objections to the Commitment. PROPERTY INVESTIGATION: This offer is contingent upon Buyer's independent investigation of the following conditions relating to the Property, including but not limited to; covenants, zoning, access, easements, well depths, septic and sanitation restrictions, surveys or other means of establishing the corners and boundaries, special improvement districts, restrictions affecting use, special building requirements, future assessments, utility hook up and installation costs, environmental hazards, airport affected area, road maintenance obligations or anything else Buyer deems appropriate. Buyer agrees that any investigations or inspections undertaken by Buyer or on his/her behalf shall not damage or destroy the Property, without the prior written consent of Seller. Further, Buyer agrees to return the Property to its original condition and to indemnify Seller from any damage or destruction to the Property caused by the Buyer's investigations or inspections, if Buyer does not purchase the Property. Release Date: 03/13/2020 This offer is contingent upon buyer and seller execution of Development agreement and any Special Improvement District reimbursement shall be pursuant to this agreement Release Date: 03/13/2020 This offer is contingent upon acceptance and the approval of the authority of the city council at their next scheduled meeting. Release Date: 03/13/2020 ADDITIONAL_ PROVISIONS: Seller agrees to open an account with Escrow Services, buyer agrees to pay opening and monthly maintenance of the escrow services account. Buyer reserves the right to pay additional principle payment without penalty and have any additional principle payments credited toward to the final balloon payment. Seller agrees to subordinate his interest in the mortgage to a construction lender if required. This offer is contingent upon approval of the buyers building plans for an industrial building. Release date 03/13/2020. © 2018 Montana Association of REALTORS@Fp.. All Y 1 Buy -Sell Agreement (Land), October 2018 B is Initials Page 3 of 8 Seller's Initials This form presented by Linda ❑ Pistorese I Flathead Valley Brokers 1 (406) 752-8883 1 lindapL-fvbmt.com (nStpnEtrUArtS Authentisign ID: 3ABE04D3.286D•4300•8477.592D48A5BDB6 162 CONVEYANCE: The Seller shall convey the real property by Warrant 163 deed, free of all liens and encumbrances except those described in the title insurance commitment, as approved by 164 Buyer. The Seller shall convey the personal property by Bill of Sale. 165 166 WATER: All water, including surface water or ground water, any legal entitlement to water, including statements of 167 claim, certificates of water rights, permits to appropriate water, exempt existing rights, decreed basins or any ditches, 168 ditch rights, or ditch easements appurtenant to and/or used in connection with the Property are included with the 169 Property, except: n/a 170 171 Filing or transfer fees will be paid by ❑ Seller, ❑ Buyer, OR ❑ split equally between Buyer and Seller. 172 Documents for transfer will be prepared by 173 174 WATER RIGHT OWNERSHIP UPDATE DISCLOSURE: By Montana law, failure of the parties at closing or transfer 175 of real property to pay the required fee to the Montana Department of Natural Resources and Conservation for 176 updating water right ownership may result in the transferee of the property being subject to a penalty. Additionally, in 177 the case of water rights being exempted, severed, or divided, the failure of the parties to comply with section 178 85-2-424, MCA, could result in a penalty against the transferee and rejection of the deed for recording. 179 180 MINERAL RIGHTS: "Mineral rights" as defined in this Agreement (which may be different than the definition under 181 Montana law) is a term used to describe the rights the owner of those rights has to use, mine, and/or produce any or 182 all of the minerals and hydrocarbons including oil, gas, coal, sand, gravel, etc. lying below the surface of property. 183 These mineral rights may be separate from the rights a property owner has for the surface of a property. In some 184 cases, these mineral rights have been transferred to a party other than the property owner and as a result the 185 subsurface mineral rights have been severed from the property owner's surface rights. If the mineral rights have been 186 severed from the surface rights, the owner of the mineral rights has the right to enter the land and occupy it in order to 187 mine the minerals even though they don't own the property. The undersigned Buyer acknowledges and agrees that 188 neither the Seller nor the brokerage firms, brokers and salespersons involved in the transaction anticipated by this 189 Agreement warrant or make any representations concerning the mineral rights, if any, for this Property and that 190 neither the Seller nor the brokerage firms, brokers and salespersons involved in the Buyer's purchase of the Property 191 have conducted an inspection or analysis of the mineral rights to and for the Property. 192 193 CLOSING FEE: The fee charged by the individual or company closing the transaction will be paid by ❑ Seller 194 ❑ Buyer IN Equally Shared. 195 196 TITLE INSURANCE: Seller, at Seller's expense and from a title insurance company chosen by Seller, shall furnish 197 Buyer with an ALTA Standard Coverage Owners Title Insurance Policy (as evidenced by a standard form American 198 Land Title Association title insurance commitment) in an amount equal to the purchase price. Buyer may purchase 199 additional owner's title insurance coverage in the form of "Extended Coverage" or "Enhanced Coverage" for an 200 additional cost to the Buyer. It is recommended that Buyer obtain details from a title company. 201 202 CONDITION OF TITLE: All mortgages, judgements and liens shall be paid or satisfied by the Seller at or prior to 203 closing unless otherwise provided herein. Seller agrees that no additional encumbrances, restrictions, easements or 204 other adverse title conditions will be placed against the title to the Property subsequent to the effective date of the 205 preliminary title commitment approved by the Buyer. 206 207 SECTION 1031 LIKE -KIND EXCHANGE: If either Buyer or Seller intends for this transaction to be part of a Section 208 1031 like -kind exchange, then the other party shall cooperate in the completion of the like -kind exchange provided the 209 cooperating party does not incur any additional liability or cost in doing so. Any party who intends for this transaction 210 to be part of a Section 1031 like -kind exchange may assign their rights under this Agreement to a qualified 211 intermediary or any entity expressly created for the purposes of completing a Section 1031 like -kind exchange, 212 notwithstanding the prohibition against the Buyer's assignment of this Agreement set forth in the "Binding Effect and 213 Non -Assignability" section below. © 2018 Montana Association of REALTORS@ 1 Buy -Sell Agreement (Land), October 2018 B is Initials Page 4 of 8 This form presented by Linda B F'istorese I Flathead Valley Brokers 1 (406) 752-8883 Seller's Initials lindapPfvbmt,com IrlSfpnEfFORr.55 Authentisign ID: 3ABE04D3-286D-4300.8477-59201 BA5BDB6 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 SPECIAL IMPROVEMENT DISTRICTS: Special Improvement Districts (including rural SIDs), including those that have been noticed to Seller by City/County but not yet spread or currently assessed, if any, will be: ❑ paid off by Seller at closing; ❑ assumed by Buyer at closing; OR X peragreement All perpetual SIDS shall be assumed by Buyer. ASSOCIATION SPECIAL ASSESSMENTS: Any special or non -recurring assessments of any non -governmental association, including those that have been approved but not yet billed or assessed, will be: ❑ paid off by Seller at closing; ❑ assumed by Buyer at closing; OR I)T n/a PRORATION OF TAXES AND ASSESSMENTS: Seller and Buyer agree to prorate taxes, Special Improvement District assessments for the current tax year, as well as pre -paid rents, water and sewer system charges, heating fuel and tank rental, irrigation assessments, Homeowner's Association dues and/or common maintenance fees, if any, as of the date of closing unless otherwise agreed and: CONDITION OF PROPERTY: Seller agrees that the Property shall be in the same condition, normal wear and tear excepted, from the date of the execution of this Agreement up to the time Buyer takes possession of the Property. Seller will remove all personal property not included in this sale prior to closing. NOXIOUS WEEDS DISCLOSURE: Buyers of property in the state of Montana should be aware that some properties contain noxious weeds. The laws of the State of Montana require owners of property within this state to control, and to the extent possible, eradicate noxious weeds. For information concerning noxious weeds and your obligations as an owner of property, contact either your local County extension agent or Weed Control Board. 244 MEGAN'S LAW DISCLOSURE: Pursuant to the provisions of Title 46, Chapter 23, Part 5 of the Montana Corte 245 Annotated, certain individuals are required to register their address with the local law enforcement agencies as part of 246 Montana's Sexual and Violent Offender Registration Act. In some communities, law enforcement offices will make the 247 information concerning registered offenders available to the public. If you desire further information please contact the 248 local County Sheriffs office, the Montana Department of Justice, in Helena, Montana, and the probation officers 249 assigned to the area. 250 251 BUYER'S REMEDIES: (A) If a Seller fails to accept the offer contained in this Agreement within the time period 252 provided in the BUYER'S COMMITMENT section, all earnest money shall be returned to the Buyer. 253 (B) If the Seller accepts the offer contained in this Agreement, but refuses or neglects to consummate the transaction 254 anticipated by this Agreement within the time period provided in this Agreement, the Buyer may: 255 (1) Demand immediate repayment of all monies that Buyer has paid as earnest money, and upon the return of such 256 money, the rights and duties of Buyer and Seller under this Agreement shall be terminated; OR 257 (2) Demand that Seller specifically perform Seller's obligation under this Agreement; OR 258 (3) Demand monetary damages from Seller for Seller's failure to perform the terms of this Agreement. 259 260 SELLER'S REMEDIES: 261 If the Seller accepts the offer contained in this Agreement and Buyer refuses or neglects to consummate the 262 transaction within the time period provided in this Agreement, the Seller may: 263 (1) Declare the earnest money paid by Buyer be forfeited; OR 264 (2) Demand that Buyer specifically perform Buyer's duties and obligations under this Agreement; OR 265 (3) Demand that Buyer pay monetary damages for Buyer's failure to perform the terms of this Agreement. © 2018 Montana Association of REALTORS@ 1 Buy -Sell Agreement (Land), October 2018 S er's Initials Page 5 of 8 This form presented by Linda D Pistorese I Flathead Valley Brokers 1 (406) 752-8883 1 Seller's Initials indapcfvbmt.com InstanetFoRms Autherttisign ID: 3ABE04D3.2B6D-4300-8477-592DSBAS13DB6 266 BUYER'S AND SELLER'S CERTIFICATION: By entering into this Agreement, each person or persons executing this 267 Agreement, as Buyer or Seller, represents that he/she is eighteen (18) years of age or older, of sound mind, and legally 268 competent to own or transfer real property in the State of Montana; and, if acting on behalf of a corporation, partnership, 269 or other non -human entity, that he/she is duly authorized to enter into this Agreement on behalf of such entity. 270 271 FOREIGN PERSON OR ENTITY: Section 1445 of the Internal Revenue Code provides for the withholding of tax 272 upon the sale of U.S. real property owned by a foreign entity or foreign person unless the amount realized (usually 273 the sales price) does not exceed $300,000 and the Buyer intends to use the property as a residence. If the Seller is 274 a foreign entity or foreign person, Seller acknowledges and agrees that the Buyer or closing agent is required to 275 deduct and withhold the applicable tax from the proceeds of sale at closing and submit the tax to the Internal 276 Revenue Service unless the transfer of the property satisfies an exception provided for in Section 1445 of the 277 Internal Revenue Code. 278 279 AGRICULTURAL FOREIGN INVESTMENT DISCLOSURE ACT: The Agricultural Foreign Investment Disclosure Act 280 of 1978 (AFIDA) requires any foreign person who acquires or transfers any interest, other than a security interest, in 281 agricultural land to submit a report to the Secretary of Agriculture not later than 90 days after the date of the 282 acquisition or transfer. If Buyer or Seller is or may be considered a foreign person under the AFIDA they are advised 283 to consult with an appropriate professional concerning any reporting that may be required by the AFIDA. 284 285 CONSENT TO DISCLOSE INFORMATION; Buyer and Seller hereby consent to the procurement and disclosure by 286 Buyer, Seller, and Brokers/Salespersons and their attorneys, agent, and other parties having interests essential to this 287 Agreement, of any and all information reasonably necessary to consummate the transaction described in this 288 Agreement, specifically including access to escrows for review of contracts, deeds, trust indentures, or similar 289 documents concerning this Property or underlying obligations pertaining thereto. 290 291 WIRE FRAUD ALERT: Criminals are hacking email accounts of title companies, real estate agents, settlement 292 attorneys and others, resulting in fraudulent wire instructions being used to divert funds to the account of the criminal. 293 The emails may look legitimate but they are not. Buyer and Seller are advised NOT to wire any funds without 294 personally speaking with the intended recipient of the wire to confirm the routing number and the account number. 295 Buyer and Seller should NOT send personal information such as social security numbers, bank account numbers and 296 credit card numbers through email. 297 298 RISK OF LOSS: All loss or damage to any of the above -described real property or personal property to any cause is 299 assumed by Seller through the time of closing unless otherwise specified. 300 301 TIME IS OF THE ESSENCE: Time is of the essence as to the terms and provisions of this Agreement. 302 303 BINDING EFFECT AND NON -ASSIGNABILITY: This Agreement is binding upon the heirs, successors and assigns 304 of each of the parties hereto; however, Buyer's rights under this Agreement are not assignable without the Seller's 305 express written consent. 306 307 ATTORNEY FEES: In any action brought by the Buyer or the Seiler to enforce any of the terms of this Agreement, the 308 prevailing party in such action shall be entitled to such reasonable attorney fees as the court or arbitrator shall 309 determine just, 310 311 COMMISSION: The Seller's and/or Buyer's commitment to pay a commission in connection with this transaction is an 312 integral part of this Agreement. 313 314 FAXICOUNTERPARTSIELECTRONIC SIGNATURES: This Agreement may be executed in counterparts and, when 315 all counterpart documents are executed, the counterparts shall constitute a single binding instrument. Moreover, a 316 signature transmitted by fax or other electronic means will be enforceable against any party who executes the 317 Agreement and transmits the signature by fax or other electronic means. The parties hereto, all agree that the 318 transaction contemplated by this document may be conducted by electronic means in accordance with the Montana 319 Uniform Electronic Transaction Act. © 2018 Montana Association of REALTORS@ 1 Buy -Sell Agreement (Land), October 2018 uy s Initials Page 6 of 8 This form presented by Linda ❑ Pistorese I Flathead Valley Brokers 1 (406) 752-8883 1 Seller's Initials lindap*fvbmt.com Instanetroi;;.+s Authentisign 10; 3ABE04D3.2B6D-4300-8477.592DtBASBD136 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 ENTIRE AGREEMENT. This Agreement, together with any attached exhibits and any addenda or amendments signed by the parties, shall constitute the entire agreement between Seller and Buyer, and supersedes any other written or oral agreements between Seller and Buyer. This Agreement can be modified only in writing, signed by the Seller and Buyer. EARNEST MONEY DISPUTES: Buyer and Seller agree that, in the event of any controversy regarding the earnest money and things of value held by the Broker, closing agent, or any person or entity holding such money or property, unless mutual written instructions are received by the holder of the earnest money and things of value, Broker or closing agent shall not be required to take any action, but may await any proceedings, or, at Broker's or closing agent's option and sole discretion, may interplead all parties and deposit any monies or things of value in a Court of competent jurisdiction and may utilize as much of the earnest money deposit as may be necessary to advance the cost and fees required for filing such action. ADDENDA ANDJOR DISCLOSURES ATTACHED: (check all that apply): ❑ Contingency for Sale of Buyer's Property ❑ Back-up Offer ❑ Addendum for Additional Provisions ❑ Water Rights Acknowledgement [X Contract for Private Development between City of Kalispell_ Montana and Ed e,LLC (attached) 1-1 RELATIONSHIP CONFIRMATION: The parties to this Agreement confirm that the real estate licensees identified hereafter have been involved in the capacities indicated below and the parties have previously received the required statutory disclosures setting forth the licensees' duties and the limits of their obligations to each party: Linda Pistorese (name of licensee) RRE-BRO-LIC-13239 (licensee's Montana license number) Lindap@fvbMT.com (licensee email address) (406) 752-8883 (406) 249-3445 (licensee phone number) is acting as I[N Seller's Agent J Dual Agent LAYNE MASSIE (name of licensee) RRE-RBS-LIG-53709 (licensee's Montana license number) La ne@landstar-mt-com (licensee email address) of Flathead Valley Brokers (name of brokerage company) 431 1st Ave. W Kalispell MT 59901 (brokerage company address) (406) 752-8883 (brokerage company phone number) L Statutory Broker of Land Star Group of Kalispell (name of brokerage company) 27 Meridian Court; Ste 117 Kalispell MT 59901 (brokerage company address) 406-249-2244 (brokerage company phone number) 406-270-6664 (licensee phone number) is acting as ® Buyer's Agent ❑ Dual Agent ] Statutory Broker Seller's Agent (includes Seller's Sub -Agent) © 2018 Montana Association of REALTORS@ r2-; 1 Buy -Sell Agreement (Land), October 2018 1 Buyer's Initials Page 7 of 8 Seller's Initials This form presented by Linda D Pistorese I Flathead Valley Brokers 1 (406) 752-8883 1 lindap@fvbmt.com InStOnf:licRt.1$ Authentisign ID: 3ASE04D3-266D-4300.8477.592D1BASBDB6 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 402 403 404 405 406 407 408 409 410 411 412 413 414 415 416 417 418 419 420 421 422 BUYER'S ACKNOWLEDGMENT: Buyer acknowledges that he/she has examined the real and personal property, that Buyer enters into this Agreement in full reliance upon his/her independent investigation and judgement, that prior verbal representations by the Seller or Seller's agent or representatives do not modify or affect this Agreement, and that by signing this Agreement Buyer acknowledges having read and understood this entire Agreement. BUYER'S COMMITMENT: I/We agree to purchase the above -described Property on the terms and conditions set forth in the above offer and grant to said Broker/Salesperson until (date) 02/05/2020 , at 5: 00 ❑ am ® pm (Mountain Time) to secure Seller's written acceptance, whether or not that deadline falls on a Saturday, Sunday or holiday. Buyer may withdraw this offer at any time prior to Buyer being notified of Seller's written acceptance. If Seller has not accepted by the time specified, this offer is automatically withdrawn. I/We hereby acknowledge receipt of a copy of this Agreement bearing my/our signature(s). Autheniisicrr wad Date: 02/05/2020 , at Elam ❑pm (Mountain Time) 4UYe&"W15tMftST Name Printed: Edge LLC by Layne Mass i e Sen i or Member Address: Date: , at Buyers Signature Name Printed: Address (if different): State: Zip: ❑am ❑pm (Mountain Time) State: Zip: SELLER'S COMMITMENT: ® IIWe agree to sell to Buyer the above-describod Property on the terms and conditions herein above stated. IIWe hereby acknowledge receipt of a copy of this Agreement bearing my/our signature(s) and that of the Buyer(s) named above. Seller's Signature Name Printed: C i tv of Ka I i spe 1 I Add ure Name Printed: by Doug RusseII, City Manager. Date: , at _Darn ❑pm (Mountain Time) State: Zip: ,w Date: 02/05/2020 , at ❑am iWZpm (Mountain Time) Address (if different): State: Zip: ❑ Modified per the attached Counter Offer: Seller's Initials Date Seller's Initials Date Rejection of this offer by Seller (no counter offer is being made): Seller's Initials Date Seller's Initials Date NOTE: Unless otherwise expressly stated the term 'Days' means calendar days and not business days. Business days are defined as all days except Sundays and holidays. Any performance which is required to be completed on a Saturday, Sunday or holiday can be performed on the next business day. © 2018 Montana Association of REALTORS@) Buy -Sell Agreement (Land), October 2018 Page 8 of 8 This form presented by Linda ❑ Pistorese I Flathead Valley Brokers 1 (406) 752-8883 1 lindapcfvbmt.com Instanetroa.rs 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 Disclosures/Consents The undersigned Broker/Salesperson hereby discloses the relationship(s) as checked below, and the undersigned Seller or Buyer acknowledges receipt of such disclosure(s) and consents to the relationship(s) disclosed. Check all the Applicable Relationship(s): ® Seller Agent ® By checking this box, the undersigned consents to the Broker/Salesperson representing multiple sellers of property that may compete with the Seller's property. ❑ Statutory Broker Broker/Salesperson Linda D. Pistorese ® Seller ❑ Buyer city of Kalispell ❑ Buyer Agent ❑ By checking this box, the undersigned consents to the Broker/Salesperson representing multiple buyers interested in buying the same property or properties similar to the property in which the buyer is interested or showing properties in which the buyer is interested to other prospective buyers, at the same time. ❑ The undersigned Buyer does NOT consent to allow the Broker or Salesperson to represent other buyers in writing offers on the SAME property that may compete with the undersigned Buyer. ❑ Dual Agent ❑ By checking this box, the undersigned consents to the Broker/Salesperson acting as a dual representative. by Doug Russell City Manager 1 02/03/2020 Date Date NOTE: Unless otherwise expressly stated the term "Days" means calendar days and not business days. Business days are defined as all days as except Sundays and holfdays. Any performance which is required to be completed an a Saturday, Sunday or holiday can be performed on the next business day. O 2018 Montana Association of REALTORS® Relationships)Consents in Real Estate Transactions, March 2018 Page 3 of 3 This form presented by Linda D Pistorese I Flathead Valley Brokers I (406) 752-8883 1 lindap@£vbmt.cem F' FLA THEA{1 VALLEY AMENDMENT TO AGREEMENT BETWEEN CLIENT AND BROKER [13 li R O K E R 5 REAL70W, OPPORTUNITY The use of this form is for REALTORO members only (members of the Montana Association of REALTORSO) and cannot be used by any other party for any purpose. Use of these forms by other parties may result in legal action by the Montana Association of REALTORS®. 1 Date: 02/03/20 2 3 This document amends an Agreement between City of Kalispell 4 Doug Russell, City Manager (hereafter the "Client") and 5 Flathead valley Brokers (hereafter the "Broker/Salesperson/Property Manager") 6 and concerns the following described property: 7 155 Old School Loop Kalispell MT 59901 8 Lot 4 of Old School Station subdivision, Flathead County, Montana 9 Assessor #0501498 10 11 12 13 Each Agreement that is hereby amended and the date of said Agreement is as follows: 14 15 K Listing Agreement 01/03/18 16 Date 17 r7 Buyer Broker Agreement 18 Date 19 ❑ Agreement to Manage Property 20 Date 21 ! ! Standard Commercial Listing Contract (Exclusive Right to Lease) 22 Date 23 ❑ Other (specify document) 24 Date 25 All terms and conditions of the Agreement are hereby incorporated by reference except as amended by the following 26 terms and conditions: 27 Line 114: Extend protection period to 90 days from the expiration of the 28 listing agreement extension dated 12.27.19. Within 90 days of the 29 expiration or termination of the Primary listing term of this agreement 30 (hereinafter the protection period), if Seller enters into an agreement 31 to or does sell, exchange, convey, lease or rent the property to any 32 party to whom Broker or any cooperating broker has marketed the property, 33 the commission shall be payable at the time such agreement is entered 34 into. 35 36 37 38 / _2 2 39 4 C ' t Date Client Date 41 City of Ralispe2l by Doug Rvsseil, City Mgc 42 43 (Broker/Salesperson/Property Manager) Date (Broker/ Salesperson /Property Manager) Date 44 Linda D Pistorese 45 46 (Supervising Broker) Date (Supervising Broker) Date NOTE: Unless otherwise expressly stated the term "Days" means calendar days and not business days. Business days are defined as all days except Sundays and holidays. Any performance which is required to be completed on a Saturday, Sunday or holiday can be performed on the next business day. © 2012 Montana Association of REALTORSO Amendment to Agreement Between Client and Broker, October 2012 Page 1 of 1 This form presented by Linda D Pistorese I Flathead Valley Brokers 1 (406) 752-8883 1 lindap@fvbmt.com In5tQnefFQRMS 6 I it FLATHEAD VALLEY RELATIONSHIPS/CONSENTS IN REAL ESTATE TRANSACTIONS Y R O K I K S _ (Combined Explanation and Disclosure) i911#NdI PEALTOf�" oa.oa vaxirrSNC THIS IS A RELATIONSHIP DISCLOSURE REQUIRED BY MONTANA LAW. NEITHER THE EXECUTION OF THIS DOCUMENT NOR ANYTHING CONTAINED IN THIS DOCUMENT SHALL BE CONSTRUED AS CREATING A BINDING CONTRACT OR OTHER AGREEMENT BETWEEN THE PARTIES. 1 Date: 02/03/2020 3 Definition of Terms and Description of Duties 4 A "Seller Agent" is obligated to the Seller to: 5 • act solely fn the best interests of the seller, except that a seller agent, after written disclosure to the seller and 6 with the seller's written consent, may represent multiple sellers of property or list properties for sale that may 7 compete with the seller's property without breaching any obligation to the seller; 8 e obey promptly and efficiently all lawful instructions of the seller; 9 e disclose all relevant and material information that concerns the real estate transaction and that is known to 10 the seller agent and not known or discoverable by the seller unless the information is subject to confidentiality 11 arising from a prior or existing agency relationship on the part of the seller agent with a buyer or another seller; 12 • safeguard the seller's confidences; 13 • exercise reasonable care, skill, and diligence in pursuing the seller's objectives and in complying with the 14 terms established in the listing agreement; 15 • fully account to the seller for any funds or property of the seller that comes into the seller agent's possession; and 16 . comply with all applicable federal and state laws, rules, and regulations. 17 18 A "Seller Agent" is obligated to the Buyer to: 19 • disclose to a buyer or the buyer agent any adverse material facts that concern the property and that are known to 20 the seller agent, except that the seller agent is not required to inspect the property or verify any statements made 21 by the seller; 22 • disclose to a buyer or the buyer agent when the seller agent has no personal knowledge of the veracity of 23 information regarding adverse material facts that concern the property; 24 e act in good faith with a buyer and a buyer agent; and 25 a comply with all applicable federal and state laws, rules, and regulations. 26 27 A "Buyer Agent" is obligated to the Buyer to: 28 • act solely in the best interests of the buyer, except that a buyer agent, after written disclosure to the buyer and 29 with the buyer's written consent, may represent multiple buyers interested in buying the same property or 30 properties similar to the property in which the buyer is interested or show properties in which the buyer is 31 interested to other prospective buyers without breaching any obligation to the buyer; 32 a obey promptly and efficiently all lawful instructions of the buyer; 33 a disclose all relevant and material information that concerns the real estate transaction and that is known to the 34 buyer agent and not known or discoverable by the buyer, unless the information is subject to confidentiality arising 35 from a prior existing agency relationship on the part of the buyer agent with another buyer or a seller; 36 • safeguard the buyer's confidences; 37 . exercise reasonable care, skill, and diligence in pursuing the buyer's objectives and in complying with the terms 38 established in the buyer broker agreement; 39 a fully account to the buyer for any funds or property of the buyer that comes into the buyer agent's possession; and 40 • comply with all applicable federal and state laws, rules and regulations. 41 42 A "Buyer Agent" is obligated to the Seller to: 43 • disclose any adverse material facts that are known to the buyer agent and that concern the ability of the buyer to 44 perform on any purchase offer; 45 • disclose to the seller or the seller agent when the buyer agent has no personal knowledge of the veracity of 46 information regarding adverse material facts that concern the ability of the buyer to perform on any purchase offer; 47 • act in good faith with a seller and a seller agent; and 48 • comply with all applicable federal and state laws, rules and regulations. Q 2018 Montana Association of REALTORS@ Relationships/Consents in Real Estate Transactions, March 2018 Page 1 of 3 Initial This form presented by Linda D Pisterese I Flathead Valley Brokers i (406) 752-8883 1 lindap@fvbmt.com InstanetrorMS 49 DUAL AGENCY IF A SELLER AGENT IS ALSO REPRESENTING A BUYER OR A BUYER AGENT IS ALSO 50 REPRESENTING A SELLER WITH REGARD TO A PROPERTY, THEN A DUAL AGENCY RELATIONSHIP MAY BE 51 ESTABLISHED. IN A DUAL AGENCY RELATIONSHIP, THE DUAL AGENT IS EQUALLY OBLIGATED TO BOTH 52 THE SELLER AND THE BUYER. THESE OBLIGATIONS MAY PROHIBIT THE DUAL AGENT FROM ADVOCATING 53 EXCLUSIVELY ON BEHALF OF THE SELLER OR BUYER AND MAY LIMIT THE DEPTH AND DEGREE OF 54 REPRESENTATION THAT YOU RECEIVE. A BROKER OR A SALESPERSON MAY NOT ACT AS A DUAL AGENT 55 WITHOUT THE SIGNED, WRITTEN CONSENT OF BOTH THE SELLER AND THE BUYER. 56 57 A "Dual Agent" is obligated to a seller in the same manner as a seller agent and is obligated to a buyer in the same 58 manner as a buyer agent, except that a dual agent: 59 . has a duty to disclose to a buyer or seller any adverse material facts that are known to the dual agent, regardless 60 of any confidentiality considerations; and 61 • may not disclose the following information without the written consent of the person to whom the information is 62 confidential; 63 (i) the fact that the buyer is willing to pay more than the offered purchase price; 64 (ii) the fact that the seller is willing to accept less than the purchase price that the seller is asking for the 65 property; 66 (iii) factors motivating either party to buy or sell; and 67 (iv) any information that a party indicates in writing to the dual agent is to be kept confidential. 68 69 A "Statutory Broker" is not the agent of the buyer or seller but nevertheless is obligated to them to: 70 disclose to: 71 (i) a buyer or a buyer agent any adverse material facts that concern the property and that are known to the 72 statutory broker, except that the statutory broker is not required to inspect the property or verify any 73 statements made by the seller; and 74 (ii) a seller or a seller agent any adverse material facts that are known to the statutory broker and that concern 75 the ability of the buyer to perform on any purchase offer; 76 + exercise reasonable care, skill, and diligence in putting together a real estate transaction, and 77 • comply with all applicable federal and state laws, rules and regulations. 78 79 An "Adverse material fact" means a fact that should be recognized by a broker or salesperson as being of enough 80 significance as to affect a persons decision to enter into a contract to buy or sell real property and may be a fact that: 81 (i) materially affects the value, affects structural integrity, or presents a documented health risk to occupants of 82 the property; or B3 (ii) materially affects the buyer's ability or intent to perform the buyer's obligations under a proposed or existing B4 contract. 85 "Adverse material fact" does not include the fact that an occupant of the property has or has had a communicable 86 disease or that the property was the site of a suicide or felony. O 2018 Montana Associatian of REALTORS© RelationshipslConsents in Real Estate Transactions, March 2018 Initial Page 2 of 3 This form presented by Linda P Pistorese i Flathead Valley Brokers i (406) 752-8853 1 lindap@fvhmt.com InstanetFoR�i,