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H4. Old School Station Offer to PurchaseCITY 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 3a, 8 and 9 Offer to Purchase Meeting Date: December 7, 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 six 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. The lots have been continuously listed for sale since April 2017, and each is in the Technology Tax Increment Finance (TIF) District at Old School Station. Lot 6 (sold February 2019) and Lot 4 (sold earlier this year) were sold under a similar structure as that proposed for these three lots with the exception that the current buyer has not requested City financing. On November 10, 2020, the City received offers from a development firm for the purchase of Lot 3a, 8 and 9. The offers are contingent upon the contract award of a request for lease proposal. The development firm intends to purchase only Lot 3a or Lots 8 and 9 together based on the user's preference. The buy -sell agreements are at full listing price with reductions predicated on signed Developer's Agreement wherein the buyer agrees to complete new construction on the site within 18 months of sale. The Developer's Agreement will also include provisions to reimburse the purchaser for the payment of the specials which come due annually. The purchaser will only be eligible for reimbursement provided the use meets the terms and conditions of the applicable Tax Increment Finance District. The release date for Lot 3a, Lots 8 and 9, or all is February 19, 2021. RECOMMENDATION: Proceed with Counteroffer as presented. FISCAL EFFECTS: For Lot 3a the City will receive the purchase price of $409,658 due at closing. Pursuant to the terms of a Developers Agreement, tax increment will be applied to reimbursement of SID payments if the purchaser completes planned capital improvements to the property within 18 months of closing, the purchase price will be reduced by $60,220 to $349,438. For Lots 8 and 9 the City will receive the purchase price of $453,420 due at closing. Pursuant to the terms of a Developers Agreement, tax increment will be applied to reimbursement of SID payments if the purchaser completes planned capital improvements to the property within 18 months, the purchase price will be reduced by $66,653 to $386,767. ALTERNATIVES: Identify different terms for buy -sell agreement. ATTACHMENTS: Map of Old School Station Buy -Sell for Lots 3a, 8 and 9 at Old School Station lb k ► r sa.*a �a 46 J O t •cs, U . JN OM �Q HQ O Lf) _j J N a) O Itt Al J C OJ ti N Ory �� Oq� J � 4 "/A A v L P4AJHEAo VA44EY COUNTER OFFER []3121 14 R U K is it ti wa"wsnic RE nLT OR' 8rrdniu111ir 1 Date: _ i1�17L2020 2 3 This Counter Offer pertains to a Buy -Sell Agreement (hereafter the "Agreement") dated 11/10/2020 4 by and between City of Kalis ell (hereafter the "Seller") and 5 Matterhorn Capital,_ LLC by BG Rickey, managing member (hereafter the "Buyer") concerning 6 the property described as: llo School station court MU ell MT 59901 7 Old School Station Amd 1,20 , S33, T28 N, R21 W, Lot 3A, Acres 6.75, Assr 00008001370 8 9 10 11 All the terms and .conditions of the Agreement, except the Buyer's Commitment provision, are hereby incorporated by 12 reference except as modified by the following terms and conditions: 13 Line 23:Purchase Price $409,650.00 (Four Hundred Fifty Three Thousand Four Hundred Twenty US Dollars) 14 15 Line 25:Balance Due: $409,658.00 (Four Hundred Fifty Three Thousand Four Hundred Twenty US 16 Dollars) 17 Line 46: 10 days to accommodate delays attributable solely to such third party financing. 18 19 Line 131: add "X'F to the purchase price and change release date to 2/19/2021. 20 Any Special Improvement District reimbursement shall be pursuant to a Developers Agreement 21 finalized within the due diligence period and mutually approved by buyer and seller with the intent to reimburse the purchaser for the payment of the specials which come due annually 22 (provided the use meets terms and conditions of applicable Tax Increment Finance District). 23 24 A 14.7% price reduction from Counter offer price is subject to the terms and conditions of the Developers Agreement (Draft) attached herein as Addendum "A" and is subject to completed 25 construction within 18 months of closing, 26 27 This offer and acceptance is subject to the approval of the authority of the City Council. If the 28 buyer accepts this counter offer, the offer will be submitted for approval when the City Council meets December 7, 2020. If the Coucil approves the structured offer and acceptance the City 29 Manager can finalize the Contract within 48 hours and place Lot 3A Old School Station under 30 contract. 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 uyer's Initials teller's Initials © 2019 Montana Association of REALTORS@ Counter Offer, April 2019 Page 1 of 2 This form presented by Linda B Pisterese I Flathead Valley Brokers 1 14061 752-8B83 I lindap@fvbmt.com TRANSACTIONS 47 The performance dates contained in the Agreement: 48 49 © Shall remain the same, except as otherwise stated herein; OR 50 51 0 Shall be extended the same number of days that have elapsed between the date of the Agreement and the date 52 of final acceptance of this Counter Offer except for the closing date which shall remain as set forth in the 53 Agreement. 54 55 Acceptance of this Counter Offer may be made by providing a signed copy to the offering party or their 56 Broker/Salesperson not later than 11 20/2020 5:00 (Date/Time) at C am © pm (Mountain Time), whether or not 57 that deadline falls on a Saturday, Sunday or holiday. Offering party may withdraw this Counter Offer any time prior to 58 receiving written acceptance. If acceptance is not given to the offering party or their Broker/Salesperson by expiration of 59 the time for acceptance, this offer is then null and void. 60 61 The ppr i�s herel II agree t�ti-the transaction contemplated by this Counter Offer may be conducted by electronic 62 mein fin accord n e wit 'he Montana Uniform Electronic Transaclio s A . 63 f j e4 d ' 65 B yer's Signature Date Seller's ig� ure Date 65 Matterhorn Ca tal, LLC City of Kalispell 67 68 Buyer's Signature Date Seller's Signature Date by aG Dickey 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. 2019 Montana Association of REALTORSO Counter Offer, April 2019 Page 2 of 2 This form presented by Linda D Pistorese ; Plathead Valley Brokers 1 (406) 752-8883 1 lindape£vbmt.com TRANSACTIONS PLATHEAO VALLEY COUNTER OFFER R R U K E R 5 ca+a�aul"c REALTOR'QOPGP 10" % DF—N1"G HE- ES�11E 1 Date: 11/17/2020 2 3 This Counter Offer pertains to a Buy -Sell Agreement (hereafter the "Agreement") dated 11/10/2020 4 by and between city of Kalispell _ (hereafter the "Seller") and 5 Matterhorn Capital, LLC by SG Dickey, managing member (hereafter the "Buyer') concerning 6 the property described as: 7 Lots 8 & 9 in Old School Station a 9 10 11 All the terms and conditions of the Agreement, except the Buyer's Commitment provision, are hereby incorporated by 12 reference except as modified by the following terms and conditions: 13 Line 23:Pure se Price $453,420,00 (Four Hundred Fifty Three Thousand Four Hundred Twenty US Dollars) 14 15 Line 25:Halance Due: $453,420,00 (Four Hundred Fifty Three Thousand Four Hundred Twenty Us 16 Dollars) 17 Line 46: 10 days to accommodate delays attributable solely to such third party financing. 18 Line 131: add 11X11 to the 19 purchase price and change release date to 2/19/2021. 20 21 Any Special Improvement District reimbursement shall be pursuant to a Developers Agreement finalized within the due diligence period and mutually approved by buyer and seller with the 22 intent to reimburse the purchaser for the payment of the specials which come due annually 23 (provided the use meets terms and conditions of applicable Tax increment Finance District. 24 A 14.7% price reduction from Counter offer price is subject to the tarps and conditions of the 25 Developers Agreement (Draft) attached herein as Addendum "A" and is subject to completed 26 construction within 18 months of closing. 27 28 This offer and acceptance is subject to the approval of the authority of the City Council. If the Z9 buyer accepts this counter offer, the offer will be submitted for approval when the City Council meets December 7, 2020. Tf the Council approves the structured offer and acceptance the City 30 Manager can finalize the Contract within 48 hours and place Lot 3A Old School Station under 31 contract. 32 33 34 35 36 37 30 39 40 41 42 43 44 45 46 Buyers Initials Sellers Initials 2019 Montana Associatian of RBALTORSO Counter Offer, April 2019 Page 1 of 2 This form presented by Linda D Pistorese I Flathead valley Brokers 1 (4061 752-8883 1 lindap8fvbmt.com TflANSACTIONS 47 The performance dates contained in the Agreement: 48 49 © Shall remain the same, except as otherwise stated herein; OR 5o 51 W Shall be extended the same number of days that have elapsed between the date of the Agreement and the date 52 of final acceptance of this Counter Offer except for the closing date which shall remain as set forth in the 53 Agreement. 54 55 Acceptance of this Counter Offer may be made by providing a signed copy to the offering party Or their 56 Broker/Salesperson not later than 11/20/2020 5: oo (DatelTime) at.❑ am Wpm (Mountain Time), whether or not 57 that deadline falls on a Saturday, Sunday or holiday. Offering party may withdraw this Counter Offer any time prior to 58 receiving written acceptance. If acceptance is not given to the offering party or their Broker/Salesperson by expiration of 59 the time for acceptance, this offer is then null and void. 60 61 The parties hereto, all agree that the transaction contemplated by this Counter Offer may be conducted by electronic 62 means 'rf accordance wit the Montana Uniform Electronic Transactions Act, ✓� 63 64 65 uyer's Sig ature Date Sellers ign ture Date 66 Matterho Capital, LLC City of Kalispell 57 68 Buyer's Signature Date Seller's Signature Date by BG Dickey 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. 9 2019 Montana Association of REALTORSO Counter Offer, April 2019 Page 2 of 2 This form presented by Linda D Pistorese I Flathead Valley Brakers 114051 752-8883 1 lindapefvbmt.com TRANSACTIONS AuthentisigniDr79075734-3963-444B-929A-F576221CC40F 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 BUY -SELL AGREEMENT (Commercial) (Including Earnest Money Receipt) 112, [19c� EDUAt 40SING REfliTOR OPPORTUNITY 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. Date: 11/10/2020 MATTERHORN CAPITAL L.L.C. as ❑ joint tenants with rights of survivorship, ❑ tenants in common, ❑ single in hislher own right, ® other L.L.C. (hereafter the "Buyer") agrees to purchase, and the Seller agrees to sell the following described real property (hereafter the "Property") commonly known as 110 OLD SCHOOL STATION COURT in the City of KALISPELL County of FLATHEAD Montana, legally described as: TAMD L2&3 S33 T28R21 LOT 3A IN OLD SCHOOL STATION 6.75 ACRES TOGETHER with all interest of Seller in vacated streets and alleys adjacent thereto, all easements and other appurtenances thereto, and all improvements thereon. All existing permanently installed fixtures and equipment that are attached to the property are included in the purchase price and transfer to the Buyer. Certain fixtures and fittings are included in the purchase price and transfer to the Buyer regardless of whether they are in fact permanently installed and attached to the Property are electrical, plumbing and heating fixtures, unless otherwise excluded below: NONE PERSONAL PROPERTY: The following items of personal property and other assets are set forth hereafter or per attached addendum, free of liens and without warranty of condition, are included and shall be transferred by bill of sale: N/A PURCHASE PRICE AND TERMS: $ 350,000.00 Purchase Price: Three Hundred Fifty Thousand (U.S. Dollars) $ Earnest Money (credited to Buyer at closing) $ 350, 000. oo Balance Due (not including closing costs, prepaids and prorations) payable as follows (check one): ❑ All cash at closing (no financing contingency); OR ❑ Additional cash down payment at closing in the minimum amount of: ❑ $ OR ❑ % of the Purchase Price. Balance to be financed as indicated below: CLOSING DATE: The date of closing shall be (date) 03/01/2021 (the "Closing Date"). The parties may, by mutual agreement, close the transaction anticipated by this Agreement at any time prior to the date specified. The Buyer and Seller will deposit with the closing agent all instruments and funds necessary to complete the purchase in accordance with this Agreement. If third party financing is required by the terms of this Agreement (including assumptions, contracts for deed, and lender financing), the Closing Date may be extended without amendment by not more than 30 days to accommodate delays attributable solely to such third party financing. [33 ] © 2020 Montana Association of REALTORS@ 1 Buy -Sell Agreement (Commercial), June 2020 1 Buyer's Initials Page 1 of 9 Seller's Initials This form presented by Nicholas Hansen I American Dream Properties 1 (406) 758-2500 1 nickhansen*bresnan.net TRANSACTIONS , Authenllslgn ID: 79075734-3963444B-929A-F576221CC40F 47 POSSESSION: Seller shall deliver to Buyer possession of the Property and allow occupancy: 48 ❑ when the closing agent is in receipt of all required, signed documents and all funds necessary for the purchase; OR 49 ® upon recording of the deed or notice of purchaser's interest, OR 50 ❑ 51 Seiler shall provide keys and/or means to operate locks, mailboxes, security systems, alarms, if applicable. 52 53 EARNEST MONEY: (check one) 54 ❑ Broker/Salesperson acknowledges actual receipt of earnest money in the amount as set forth herein as evidenced 55 by: 56 ❑ Cash or ❑ Check. 57 Broker/Salesperson: 58 (name printed) (signature acknowledging receipt of earnest money) 59 60 ❑ Buyer agrees to provide earnest money in the amount as set forth herein within days of the date all parties 61 have signed this Agreement. Earnest money may be made by check, cash or wire transfer and shall be held in trust 62 by . if Buyer fails to provide earnest money as set forth herein, 63 buyer will be in default and Seller may declare this Agreement terminated and any earnest money already paid forfeited. 64 65 BUYER'S REPRESENTATION OF FUNDS: Buyer represents that they have sufficient funds for the down payment 66 and closing costs to close this sale in accordance with this Agreement and are not relying upon any contingent 67 source of such funds unless otherwise expressly set forth herein. 68 69 DETECTION DEVICES: The Property is equipped with the following detection devices: 70 ❑ Smoke Detector(s) 71 ❑ Carbon monoxide detector(s) 72 ❑ Other fire detection device(s): N/A 73 74 75 PROPERTY INSPECTIONS: The Buyer is aware that any Brokerage Firm(s) and Brokers/Salespersons involved in 76 this transaction have not conducted an expert inspection or analysis of the Property or its condition and make no 77 representations to the Buyer as to its condition, do not assure that the Property and/or buildings will be satisfactory to 78 the Buyer in all respects, that all equipment will operate properly or that the Property and/or improvements comply 79 with current building and zoning codes and ARE NOT building inspectors, building contractors, structural engineers, 80 electricians, plumbers, sanitarians, septic or cesspool experts, well drillers or well experts, land surveyors, civil 81 engineers, flood plain or water drainage experts, roofing contractors or roofing experts, accountants, attorneys, or title 82 examiners, or experts in identifying hazardous waste and/or toxic materials. [350] © 2020 Montana Association of REALTORS@ I Buy -Sell Agreement (Commercial), June 2020 1 Buyer's Initials Page 2 of 9 Seller's Initials This £arm presented by Nicholas Hansen I American Dream Properties 1 (406) 758-2600 1 nickhansen@bresnan-net TRANSACTIONS Authentisign V 79075734-3963-4446-929A-F576221CC40F 83 CONTINGENCIES: The contingencies set forth in this Agreement or on attached addenda shall be deemed to have 84 been released, waived, or satisfied, and the Agreement shall continue to closing, unless, by 5:00 p.m. (Mountain 85 Time) on the date specified for each contingency, the party requesting that contingency has notified the other party or 86 the other party's Broker/Salesperson in writing that the contingency is not released, waived, or satisfied. If a party has 87 notified the other party on or before the release date that a contingency is not released, waived, or satisfied, this 88 Agreement is terminated, and the earnest money will be returned to the Buyer, unless the parties negotiate other 89 terms or provisions. 90 91 INSPECTION CONTINGENCY: XThe Buyer's offer to purchase is contingent upon Buyer's acceptance of the 92 Property conditions identified through any inspections or advice requested below. Buyer agrees to acquire, at their 93 own cost, independent inspections or advice from qualified inspectors or advisors of the Buyer's choice. Buyer 94 agrees that any investigations or inspections undertaken by Buyer or on his/her behalf shall not damage or destroy 95 the Property, without the prior written consent of Seller. Further, Buyer agrees to return the Property to its original 96 condition and to indemnify Seller from any damage or destruction to the Property caused by the Buyer's 97 investigations or inspections, if Buyer does not purchase the Property. 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 Inspections or advice requested by the Buyer, or other concerns noted, are to be CHECKED as follows: ❑ Building Inspection ❑ Owner's Property Disclosure Statement ❑ Roof Inspection ❑ Structural/Foundation Inspection ❑ Electrical Inspection ❑ Plumbing Inspection ❑ Heating, ventilation, cooling system — Inspection ❑ Radon ❑ Asbestos ❑ Well Inspection for condition of Well and Quantity of Water ❑ Accounting Advice IR Survey or Corner Pins located ❑ Water Rights ❑ Internet Availability/Speed ❑ Post -Closing Rental Obligations IXZoning Determination IR Review and Approval of Protective Covenants D�Easements ❑ Flood Plain Determination ❑ Water Sample Test ❑ Septic or Cesspool Inspection ❑ Pest/Rodent Inspection ❑ Underground Storage Tanks ❑ Sanitary Approval/Septic permit lk Legal Advice C1�Access to Property ❑ Airport Affected Area ❑ Road Maintenance EkToxic Waste/Hazardous Material tk Other ALL OTHERS AS PURCHASER MAY IDENTIFY Release date for the above checked item(s): 02/09/2021 FINANCING CONTINGENCY: 9 This Agreement is contingent upon Buyer obtaining the financing specified in the section of this Agreement entitled "PURCHASE PRICE AND TERMS". If financing cannot be obtained by the Closing Date this Agreement is terminated and the earnest money will be refunded to the Buyer. 123 124 APPRAISAL CONTINGENCY: 125 ❑ Property must appraise for at least ❑ the Purchase Price OR at least ❑ 126 If the Property does not appraise for at least the specified amount, this Agreement is terminated and earnest 127 money refunded to the Buyer unless the Buyer elects to proceed with closing this Agreement without regard to 128 appraised value. Written notice of Buyer's election to proceed shall be given to Seller or Seller's 129 Broker/Salesperson within io days of Buyer or Buyer's Broker/Salesperson receiving notice of appraised 130 value; OR 131 ® This Agreement is contingent upon the Property appraising for at least ❑ the Purchase Price OR at least 132 ❑ $ . Release Date: 03-0I-21 j13 90 © 2020 Montana Association of REALTORS® 'IN1 Buy -Sell Agreement (Commercial), June 2020 1 Buyer's Initials Page 3 of 9 eller's Initials This form presented by Nicholas Hansen I .American Dream Properties 1 (406) 759-2600 1 nickhansen@bresnan.net TRANSACTIONS Ira�isici:w•.pesk Aulhentisign 1D: 74075734-3963-4"B-929A-F576221CC40F 133 TITLE CONTINGENCY: This Agreement is contingent upon Buyer's receipt and approval (to Buyer's satisfaction) 134 of the preliminary title commitment (the "Commitment") issued for the Property. Release Date: 10 days from 135 Buyer's or Buyer Broker's/Salesperson's receipt of the Commitment. 136 137 Buyer may approve the Commitment subject to the removal of specified exceptions. However, Buyer may not object to 138 the standard pre-printed exceptions (general exceptions not unique to the Property). If Buyer provides Seller written 139 objections to the Commitment prior to the release date above, Seller shall have ten (10) days from receipt of those 140 objections to satisfy said objections or propose to Buyer a plan by which the objections would be satisfied within a time 141 frame satisfactory to Buyer. If within said ten (10) day period Seller has not either satisfied Buyer's objection to the 142 Commitment or proposed to Buyer a plan by which the objections would be satisfied, Buyer shall have three (3) days 143 after expiration of said ten (10) day period to notify Seller whether Buyer desires to (i) terminate this Agreement in which 144 case the earnest money shall be returned to the Buyer or (ii) waive said objections in which case this Agreement shall 145 remain in full force and effect. The two remedies stated above shall be Buyer's sole remedies if Seller and Buyer are 146 unable to resolve Buyer's objections to the Commitment. 147 148 INSURANCE CONTINGENCY: This Agreement is contingent upon Buyer's ability to acquire, at a rate acceptable 149 to the Buyer, hazard insurance on the Property. Release Date: CLOSING 150 151 This Agreement is contingent upon SITE APPROVAL BY PURCHASER' S LEASEE (VIA A CONTRACT AWARD) 152 AT LEASEE'S SOLE DISCRETION 153 Release Date: 02/09/2021 154 155 This Agreement is contingent upon PURCHASER RELIEVING APPROVAL FOR BUILDING AND SITE WORK BY 156 CITY DEPTS. AS REQUIRED THAT IS SATISFACTORY TO PURCHASER, INCLUDING BUT NOT LIMITED TO TIFF AGREEMENT 157 Release Date: 02 09 2021 158 159 ADDITIONAL PROVISIONS: 160 161 162 163 164 165 166 167 168 169 170 CONVEYANCE: The Seller shall convey the real property by WARRANTY deed, free of all 171 liens and encumbrances except those described in the title insurance commitment, as approved by Buyer. The Seller 172 shall further convey any and all security deposits, rental agreements, property condition reports and other 173 documentation in regard to any parts of the Property occupied by tenants. 174 175 WATER: All water, including surface water or ground water, any legal entitlement to water, including statements of 176 claim, certificates of water rights, permits to appropriate water, exempt existing rights, decreed basins or any ditches, 177 ditch rights, or ditch easements appurtenant to and/or used in connection with the Property are included with the 178 Property, except NONE 179 180 Filing or transfer fees will be paid by ❑ Seller, ❑ Buyer, ❑ split equally between Buyer and Seller. 181 Documents for transfer will be prepared by _ _ N/A 182 183 WATER RIGHT OWNERSHIP UPDATE DISCLOSURE: By Montana law, failure of the parties at closing or transfer 184 of real property to pay the required fee to the Montana Department of Natural Resources and Conservation for 185 updating water right ownership may result in the transferee of the Property being subject to a penalty. Additionally, in 186 the case of water rights being exempted, severed, or divided, the failure of the parties to comply with 187 Section 85-2-424, MCA, could result in a penalty against the transferee and rejection of the deed for recording. [53D] © 2020 Montana Association of REALTORS@ I Buy -Sell Agreement (Commercial), June 2020� Buyer's Initials Page 4 of 9 Seller's Initials This form presented by Nicholas Hansen I American Dream Properties 1 (406) 759-2600 1 nickhansen@bresnan.net TRANSACTIONS Aulhe0sign ID_ 79075734-3963-4448-929A-F576221CC40F 188 NATURAL WATER BODIES AND LAND PRESERVATION DISCLOSURE: Buyers of property in the State of 189 Montana should be aware that some properties contain or are adjacent to streams, rivers, wetlands, floodplains and 190 other water bodies. It is the general policy of the State of Montana that natural water bodies and the lands 191 immediately adjacent to them are to be protected and preserved to be available in their natural or existing state, and 192 to prohibit unauthorized projects related thereto. Property owners should consult their local soil conservation board, a 193 land use professional, or other qualified advisor, regarding any applicable local, state or federal regulations, including 194 permitting or other approvals, before working in or around any streams, rivers, wetlands, floodplains or other water 195 bodies, including vegetation removal. 196 197 MINERAL RIGHTS: "Mineral rights" as defined in this Agreement (which may be different than the definition under 198 Montana Law) is a term used to describe the rights the owner of those rights has to use, mine, and/or produce any or 199 all of the minerals and hydrocarbons including oil, gas, coal, sand, gravel, etc. lying below the surface of property. 200 These mineral rights may be separate from the rights a property owner has for the surface of a property. In some 201 cases, these mineral rights have been transferred to a party other than the property owner and as a result the 202 subsurface mineral rights have been severed from the property owner's surface rights. If the mineral rights have been 203 severed from the surface rights, the owner of the mineral rights has the right to enter the land and occupy it in order to 204 mine the minerals even though they don't own the property. The undersigned Buyer acknowledges and agrees that 205 neither the Seller nor the brokerage firms, brokers and salespersons involved in the transaction anticipated by this 206 Agreement warrant or make any representations concerning the mineral rights, if any, for this Property and that 207 neither the Seller nor the brokerage firms, brokers and salespersons involved in the Buyer's purchase of the Property 208 have conducted an inspection or analysis of the mineral rights to and for the Property. 209 210 CLOSING FEE: The fee charged by the individual or company closing the transaction will be paid by ❑ Seller 211 ❑ Buyer K Equally Shared. 212 213 TITLE INSURANCE: Seller, at Seller's expense and from a title insurance company chosen by Seller, shall furnish 214 Buyer with an ALTA Standard Coverage Owners Title Insurance Policy (as evidenced by a standard form American 215 Land Title Association title insurance commitment) in an amount equal to the purchase price. Buyer may purchase 216 additional owner's title insurance coverage in the form of "Extended Coverage" or "Enhanced Coverage" for an 217 additional cost to the Buyer. It is recommended that Buyer obtain details from a title company. 218 219 CONDITION OF TITLE: All mortgages, judgments and liens shall be paid or satisfied by the Seller at or prior to 220 closing unless otherwise provided herein. Seller agrees that no additional encumbrances, restrictions, easements or 221 other adverse title conditions will be placed against the title to the Property subsequent to the effective date of the 222 preliminary title commitment approved by the Buyer. 223 224 DEPOSIT OF FUNDS BY BROKER/SALESPERSON: All parties agree, unless otherwise expressly stated herein, 225 that the earnest money and any other real estate funds in Broker's/Salesperson's possession shall be deposited or 226 delivered within 5 days of receipt, or the date all parties have signed this Agreement, whichever occurs later. The 227 parties agree that accrued interest, if any, shall be payable to the holder of the funds and that sums so paid are 228 consideration for services rendered. 229 230 SECTION 1031 LIKE -KIND EXCHANGE: If either Buyer or Seller intends for this transaction to be part of a Section 231 1031 like -kind exchange, then the other party shall cooperate in the completion of the like -kind exchange provided the 232 cooperating party does not incur any additional liability or cost in doing so. Any party who intends for this transaction 233 to be part of a Section 1031 like -kind exchange may assign their rights under this Agreement to a qualified 234 intermediary or any entity expressly created for the purposes of completing a Section 1031 like -kind exchange, 235 notwithstanding the prohibition against the Buyers assignment of this Agreement set forth in the `Binding Effect and 236 Non -Assignability" section below. 237 238 SPECIAL IMPROVEMENT DISTRICTS AND ASSOCIATION SPECIAL ASSESSMENTS: All Special Improvement 239 Districts (including rural SIDs), and all special or non -recurring assessments of any non -governmental association, 240 including those that have been noticed to Seller by City/County but not yet spread or currently assessed or that have 241 been approved but not yet billed or assessed, will be assumed by Buyer at closing unless otherwise agreed. © 2020 Montana Association of REALTORS@ 1 Buy -Sell Agreement (Commercial), June 2020 Buyer's Initials Page 5 of 9 Seller's Initials This form presented by Nicholas Hansen I American Dream Properties I (906) 758-2600 1 nickhansen@bresnan.net TRANSACTIONS Authenlisign ID: 79075734-3963-4446-929A-F576221CC40F 242 PRORATION OF TAXES AND ASSESSMENTS: Seller and Buyer agree to prorate taxes, Special Improvement 243 District and association special assessments for the current tax year, as well as prepaid rents, water and sewer 244 system charges, heating fuel and tank rental, irrigation assessments, Homeowner's Association dues and/or common 245 maintenance fees, as of the date of closing unless otherwise agreed. 246 247 CONDITION OF PROPERTY: Seller agrees that the Property shall be in the same condition, normal wear and tear 248 excepted, from the date of the execution of this Agreement up to the time Buyer takes possession of the Property. Seller 249 agrees to leave the Property in broom clean or better condition and allow Buyer a walk-through inspection of said 250 Property prior to closing to make sure that all appurtenances and appliances Included in the sale remain on the Property. 251 252 NOXIOUS WEEDS DISCLOSURE: Buyers of property in the State of Montana should be aware that some properties 253 contain noxious weeds. The laws of the State of Montana require owners of property within this state to control, and to 254 the extent possible, eradicate noxious weeds. For information concerning noxious weeds and your obligations as an 255 owner of property, contact either your local County extension agent or Weed Control Board. 256 257 MEGAN'S LAW DISCLOSURE: Pursuant to the provisions of Title 46, Chapter 23, Part 5 of the Montana Code 258 Annotated, certain individuals are required to register their address with the local law enforcement agencies as part of 259 Montana's Sexual and Violent Offender Registration Act. In some communities, law enforcement offices will make the 260 information concerning registered offenders available to the public. If you desire further information please contact the 261 local County Sheriffs Office, the Montana Department of Justice, in Helena, Montana, and/or the probation officers 262 assigned to the area. 263 264 RADON DISCLOSURE STATEMENT: The following disclosure is given pursuant to the Montana Radon Control Act, 265 Montana Code Annotated Section 75-3-606. RADON GAS: RADON IS A NATURALLY OCCURRING RADIOACTIVE 266 GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH 267 RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL 268 GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN MONTANA. ADDITIONAL INFORMATION REGARDING 269 RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY OR STATE PUBLIC HEALTH UNIT. if 270 the Property has been tested for radon, the Seller will provide a copy of the test results concurrent with an executed 271 copy of this Agreement. If the Property has received radon mitigation treatment, the Seller will provide the evidence of 272 the mitigation treatment concurrent with an executed copy of this Agreement. 273 274 BUYER'S REMEDIES: (A) If the Seller fails to accept the offer contained in this Agreement within the time period 275 provided in the BUYER'S COMMITMENT section, all earnest money shall be returned to the Buyer. 276 (B) If the Seller accepts the offer contained in this Agreement, but refuses or neglects to consummate the transaction 277 anticipated by this Agreement within the time period provided in this Agreement, the Buyer may: 278 (1) Demand immediate repayment of any earnest money paid by the Buyer and upon the return of such money, 279 the rights and duties of Buyer and Seller under this Agreement shall be terminated; OR 280 (2) Demand that Seller specifically perform Seller's obligation under this Agreement; OR 281 (3) Demand monetary damages from Seller for Seller's failure to perform the terms of this Agreement. 282 283 SELLER'S REMEDIES: If the Seller accepts the offer contained in this Agreement and Buyer refuses or neglects to 284 consummate the transaction anticipated by this Agreement within the time period provided in this Agreement or 285 otherwise defaults, the Seller may: 286 (1) Declare the earnest money paid by Buyer be forfeited whereupon the rights and duties of the Buyer and 287 Seller under this Agreement shall be terminated; OR 288 (2) Demand that Buyer specifically perform Buyer's duties and obligations under this Agreement; OR 289 (3) Demand that Buyer pay monetary damages for Buyer's failure to perform the terms of this Agreement. 290 291 BUYER'S AND SELLER'S CERTIFICATION: By entering into this Agreement, each person or persons executing this 292 Agreement, as Buyer or Seller, represents that he/she is eighteen (18) years of age or older, of sound mind, and legally 293 competent to own or transfer real property in the State of Montana; and, if acting on behalf of a corporation, partnership, 294 or other non -human entity, that he/she is duly authorized to enter into this Agreement on behalf of such entity. © 2020 Montana Association of REALTORS@ 1 Buy -Sell Agreement (Commercial). June 2020 Buyer's Initials Page 6 of 9 Seller's Initials This form presented by Nicholas Hansen f American Dream Properties 1 (406) 756-2500 I nickhansen@bresnan. net TRANSACTIONS Authentisign ID: 79075734-3961-444B-929A-F576221CC40F 295 FOREIGN PERSON OR ENTITY: Section 1445 of the Internal Revenue Code provides for the withholding of tax 296 upon the sale of U.S. real property owned by a foreign entity or foreign person unless the amount realized (usually 297 the sales price) does not exceed $300,000 and the Buyer intends to use the Property as a residence. If the Seller is 298 a foreign entity or foreign person, Seller acknowledges and agrees that the Buyer or closing agent is required to 299 deduct and withhold the applicable tax from the proceeds of sale at closing and submit the tax to the Internal 300 Revenue Service unless the transfer of the Property satisfies an exception provided for in Section 1445 of the 301 Internal Revenue Code. 302 303 CONSENT TO DISCLOSE INFORMATION: Buyer and Seller hereby consent to the procurement and disclosure by 304 Buyer, Seller, and Brokers/Salespersons and their attorneys, agent, and other parties having interests essential to this 305 Agreement, of any and all information reasonably necessary to consummate the transaction described in this 306 Agreement, specifically including access to escrows for review of contracts, deeds, trust indentures, or similar 307 documents concerning this Property or underlying obligations pertaining thereto. 308 309 WIRE FRAUD ALERT: Criminals are hacking email accounts of title companies, real estate agents, settlement 310 attorneys and others, resulting in fraudulent wire instructions being used to divert funds to the account of the criminal. 311 The emails may look legitimate but they are not. Buyer and Seller are advised NOT to wire any funds without 312 personally speaking with the intended recipient of the wire to confirm the routing number and the account number. 313 Buyer and Seller should NOT send personal information such as social security numbers, bank account numbers and 314 credit card numbers through email. 315 316 RISK OF LOSS: All loss or damage to any of the above -described Property or personal property to any cause is 317 assumed by Seller through the time of closing unless otherwise specified. 318 319 TIME IS OF THE ESSENCE: Time is of the essence as to the terms and provisions of this Agreement. 320 321 BINDING EFFECT AND NON -ASSIGNABILITY: This Agreement is binding upon the heirs, successors and assigns 322 of each of the parties hereto; however, unless otherwise provided for in this Agreement, Buyer's interest is not 323 assignable without the Seller's express written consent. 324 325 ATTORNEY FEES: In any action brought by the Buyer or the Seller to enforce any of the terms of this Agreement, the 326 prevailing party in such action shall be entitled to such reasonable attorney fees as the court or arbitrator shall 327 determine just. 328 329 COMMISSION: The Seller's and/or Buyer's commitment to pay a commission in connection with this transaction is an 330 integral part of this Agreement. 331 332 FAX/COUNTERPARTSIELECTRONIC SIGNATURES: This Agreement may be executed in counterparts and, when 333 all counterpart documents are executed, the counterparts shall constitute a single binding instrument. Moreover, a 334 signature transmitted by fax or other electronic means will be enforceable against any party who executes the 335 Agreement and transmits the signature by fax or other electronic means. The parties hereto, all agree that the 336 transaction contemplated by this document may be conducted by electronic means in accordance with the Montana 337 Uniform Electronic Transaction Act. 338 339 ENTIRE AGREEMENT: This Agreement, together with any attached exhibits and any addenda or amendments signed 340 by the parties, shall constitute the entire agreement between Seller and Buyer, and supersedes any other written or oral 341 agreements between Seller and Buyer. This Agreement can be modified only in writing, signed by the Seller and Buyer. 342 343 EARNEST MONEY DISPUTES: Buyer and Seller agree that, in the event of any controversy regarding the earnest money 344 and things of value held by the Broker, closing agent, or any person or entity holding such money or property, unless mutual 345 written instructions are received by the holder of the earnest money and things of value, Broker or closing agent shall not be 346 required to take any action, but may await any proceedings, or, at Brokers or closing agent's option and sole discretion, may 347 interplead all parties and deposit any monies or things of value in a court of competent jurisdiction and may utilize as much of 348 the earnest money deposit as may be necessary to advance the cast and fees required for filing such action. Cyr)] O 2020 Montana Association of REALTORS@ I Buy -Sell Agreement (Commercial), June 2020 ii7 / Buyer's Initials Page 7 of 9 eller's Initials This form presented by Nicholas Hansen I American Dream Properties I f4W 758-2500 1 nickhansen@bresnan.net TRANSACTIONS Authenlisign ID: 79075734-3963444S,929A•F576221CC4DF 349 350 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 395 396 ADDENDA AND/OR DISCLOSURES ATTACHED: (check all that apply): ❑ Contingency for Sale of Buyer's Property ❑ Back-up Offer ❑ Addendum for Additional Provisions ❑ Mold Disclosure (for all inhabitable real property) ❑ Water Rights Acknowledgement 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 licensee's duties and the limits of their obligations to each party: LINDA PISTORESE Of FLATHEAD VALLEY BROKERS (name of licensee) (name of brokerage company) is acting as ® Seller's Agent ❑ Dual Agent ❑ Statutory Broker NICK HANSEN Of AMERICAN DREAM PROPERTIES INC. (name of licensee) (name of brokerage company) is acting as © Buyer's Agent ❑ Dual Agent ❑ Statutory Broker ❑ Seller's Agent (includes Seller's Sub -Agent) BUYER'S ACKNOWLEDGMENT: Buyer acknowledges that prior verbal representations by the Seller or Seller's representatives do not modify or affect this Agreement. Buyer acknowledges that by signing this Agreement he/she has examined the subject real and personal property and represents that Buyer X has OR L has not physically visited the Property in person prior to the execution of this Agreement; has entered into this Agreement in full reliance upon his/her independent investigation and judgments and has 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) 11/16/2020 , at 5 ❑ 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). allih.nll .et.D-7eKey Date: 11/10/2020 , at ❑am ❑pm (Mountain Time) Dyeff SPdiihture Name Printed: B.c.DICKEY Address: State: Zip: Buyer's Signature Name Printed: Address (if different): Date: , at _[]am ❑pm (Mountain Time) State: Zip: [33D] © 2020 Montana Association of REALTORS@ I Buy -Sell Agreement (Commercial), June 2020 Buyer's Initials Page 8 of 9 VSeller's Initials This farm presented by Nicholas Hansen I American Dream Properties 1 (406) 759-2600 1 nickhansen@hreanan.net TRANSACTIONS AutherUsign ID: 79075734-3963-4446-929A-F576221CC40F 397 SELLER'S COMMITMENT: 398 IIWe agree to sell to Buyer the above -described Property on the terms and conditions herein above stated. IIWe hereby 399 acknowledge receipt of a copy of this Agreement bearing my/our signature(s) and that of the Buyer(s) named above. 400 401 Date: at Lam ❑pm (Mountain Time) 402 Seller's Signature 403 404 Name Printed: 405 406 Address. State: Zip: 407 408 Date: at Elam ❑pm (Mountain Time) 409 Seller's Signature 410 411 Name Printed: 412 413 Address (if different): State: Zip: 414 415 ❑ Modified per the attached Counter Offer: 416 417 1 % j 418 Seller's Initials Date Seller's Initials Date 419 420 ❑ Rejection of this offer by Seller (no counter offer is being made): 421 422 1 I 423 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. © 2020 Montana Association of REALTORS@ Buy -Sell Agreement (Commercial), June 2020 Page 9of9 This form presented by Nicholas Hansen I American Dream Properties 1 (406) 756-2600 1 nickhaxlsen@bresnan.netTRAM ACTIONS Authentisign ID F2A76228-9EB8A0EA-A9F9-16DEEF968036 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 BUY -SELL AGREEMENT (Commercial) (including Earnest Money Receipt) 112, ® COOAL HOUSING RERLT ORS OPPORTUNITY 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. Date: 11/10/2020 MATTERHORN CAPITAL L.L.C. as ❑ joint tenants with rights of survivorship, ❑ tenants in common, ❑ single in his/her own right, iK other L. L. C. (hereafter the "Buyer") agrees to purchase, and the Seiler agrees to sell the following described real property (hereafter the "Property") commonly known as 115 AND 100 OLD SCHOOL STATION DRIVE in the City of KALISPELL , County of FLATHEAD Montana, legally described as: LOTS 8 & 9 IN OLD SCHOOL STATION 33-28-21 TOGETHER with all interest of Seller in vacated streets and alleys adjacent thereto, all easements and other appurtenances thereto, and all improvements thereon. All existing permanently installed fixtures and equipment that are attached to the property are included in the purchase price and transfer to the Buyer. Certain fixtures and fittings are included in the purchase price and transfer to the Buyer regardless of whether they are in fact permanently installed and attached to the Property are electrical, plumbing and heating fixtures, unless otherwise excluded below: NONE PERSONAL PROPERTY: The following items of personal property and other assets are set forth hereafter or per attached addendum, free of liens and without warranty of condition, are included and shall be transferred by bill of sale: N/A PURCHASE PRICE AND TERMS: $ 385,400.00 Purchase Price: Three Hundred Eighty -Five Thousand Four Hundred (U.S. Dollars) $ Earnest Money (credited to Buyer at closing) $ 385,400.00 Balance Due (not including closing costs, prepaids and prorations) payable as follows (check one): ❑ All cash at closing (no financing contingency); OR ❑ Additional cash down payment at closing in the minimum amount of: ❑ $ OR ❑ % of the Purchase Price, Balance to be financed as indicated below: CLOSING DATE: The date of closing shall be (date) 03/01/2021 (the "Closing Date"). The parties may, by mutual agreement, close the transaction anticipated by this Agreement at any time prior to the date specified. The Buyer and Seller will deposit with the closing agent all instruments and funds necessary to complete the purchase in accordance with this Agreement. If third party financing is required by the terms of this Agreement (including assumptions, contracts for deed, and lender financing), the Closing Date may be extended without amendment by not more than 30 days to accommodate delays attributable solely to such third party financing. [393D] O 2020 Montana Association of REALTORS® I Buy -Sell Agreement (Commercial), June 2020 1 c 1 Buyer's Initials Page 1 of 9 Seller's Initials This form presented by Nicholas Hansen I American Dream Properties 1 (406) 758-2600 1 nickhansen©bresnan-net g'% TRANSACTIONS Authenllsfgn ID: F2A76228.9E88.40EA.A9F9-16DEEF968036 47 POSSESSION: Seller shall deliver to Buyer possession of the Property and allow occupancy: 48 ❑ when the closing agent is in receipt of all required, signed documents and all funds necessary for the purchase; OR 49 ® upon recording of the deed or notice of purchaser's interest, OR 50 ❑ 51 Seller shall provide keys and/or means to operate locks, mailboxes, security systems, alarms, if applicable. 52 53 EARNEST MONEY: (check one) 54 ❑ BrokerlSalesperson acknowledges actual receipt of earnest money in the amount as set forth herein as evidenced 55 by: 56 ❑ Cash or ❑ Check. 57 Broker/Salesperson: 58 (name printed) (signature acknowledging receipt of earnest money) 59 60 ❑ Buyer agrees to provide earnest money in the amount as set forth herein within days of the date all parties 61 have signed this Agreement. Earnest money may be made by check, cash or wire transfer and shall be held in trust 62 by . If Buyer fails to provide earnest money as set forth herein, 63 buyer will be in default and Seller may declare this Agreement terminated and any earnest money already paid forfeited. 64 65 BUYER'S REPRESENTATION OF FUNDS: Buyer represents that they have sufficient funds for the down payment 66 and closing costs to close this sale in accordance with this Agreement and are not relying upon any contingent 67 source of such funds unless otherwise expressly set forth herein. 68 69 DETECTION DEVICES: The Property is equipped with the following detection devices: 70 ❑ Smoke Detector(s) 71 ❑ Carbon monoxide detector(s) 72 ❑ Other fire detection device(s): NIA 73 74 75 PROPERTY INSPECTIONS: The Buyer is aware that any Brokerage Firm(s) and Brokers/Salespersons involved in 76 this transaction have not conducted an expert inspection or analysis of the Property or its condition and make no 77 representations to the Buyer as to its condition, do not assure that the Property and/or buildings will be satisfactory to 78 the Buyer in all respects, that all equipment will operate properly or that the Property and/or improvements comply 79 with current building and zoning codes and ARE NOT building inspectors, building contractors, structural engineers, 80 electricians, plumbers, sanitarians, septic or cesspool experts, well drillers or well experts, land surveyors, civil 81 engineers, flood plain or water drainage experts, roofing contractors or roofing experts, accountants, attorneys, or title 82 examiners, or experts in identifying hazardous waste and/or toxic materials. C �J © 2020 Montana Association of REALTORS@ I _ Buy -Sell Agreement (Commercial), June 2020 Page 2 of 9 Buyer's Initials Seller's Initials This form presented by Nicholas Hansen I American Dream Properties 1 (406) 758-2600 i niekhansenebresnan.net TRANSACTIONS , .- Authentisign ID: F2A76228-9E884DEA-A9F9-16DEEF968036 83 CONTINGENCIES: The contingencies set forth in this Agreement or on attached addenda shall be deemed to have 84 been released, waived, or satisfied, and the Agreement shall continue to closing, unless, by 5:00 p.m. (Mountain 85 Time) on the date specified for each contingency, the party requesting that contingency has notified the other party or 86 the other party's Broker/Salesperson in writing that the contingency is not released, waived, or satisfied. If a party has 87 notified the other party on or before the release date that a contingency is not released, waived, or satisfied, this 88 Agreement is terminated, and the earnest money will be returned to the Buyer, unless the parties negotiate other 89 terms or provisions. 90 91 INSPECTION CONTINGENCY: IXThe Buyer's offer to purchase is contingent upon Buyer's acceptance of the 92 Property conditions identified through any inspections or advice requested below. Buyer agrees to acquire, at their 93 own cost, independent inspections or advice from qualified inspectors or advisors of the Buyer's choice. Buyer 94 agrees that any investigations or inspections undertaken by Buyer or on his/her behalf shall not damage or destroy 95 the Property, without the prior written consent of Seller. Further, Buyer agrees to return the Property to its original 96 condition and to indemnify Seller from any damage or destruction to the Property caused by the Buyer's 97 investigations or inspections, if Buyer does not purchase the Property. 98 99 Inspections or advice requested by the Buyer, or other concerns noted, are to be CHECKED as follows: 100 101 ❑ Building Inspection 1XZoning Determination 102 ❑ Owner's Property Disclosure Statement Ek Review and Approval of Protective Covenants 103 ❑ Roof Inspection 19Easements 104 ❑ Structural/Foundation Inspection ❑ Flood Plain Determination 105 ❑ Electrical Inspection ❑ Water Sample Test 106 ❑ Plumbing Inspection ❑ Septic or Cesspool Inspection 107 ❑ Heating, ventilation, cooling system — Inspection ❑ Pest/Rodent Inspection 108 ❑ Radon ❑ Underground Storage Tanks 109 ❑ Asbestos ❑ Sanitary Approval/Septic permit 110 ❑ Well Inspection for condition of Well and Quantity of Water LkLegal Advice 111 ❑ Accounting Advice LgAccess to Property 112 IR Survey or Corner Pins located ❑ Airport Affected Area 113 ❑ Water Rights ❑ Road Maintenance 114 ❑ Internet Availability/Speed C,kToxic Waste/Hazardous Material 115 ❑ Post -Closing Rental Obligations I)t Other ALL OTHERS AS PURCHASER MAY IDENTIFY 116 AND REQUIRE 117 Release date for the above checked item(s): 02/09/2021 118 119 FINANCING CONTINGENCY: 120 El This Agreement is contingent upon Buyer obtaining the financing specified in the section of this Agreement 121 entitled "PURCHASE PRICE AND TERMS". If financing cannot be obtained by the Closing Date this Agreement 122 is terminated and the earnest money will be refunded to the Buyer. 123 124 APPRAISAL CONTINGENCY: 125 ❑ Property must appraise for at least ❑ the Purchase Price OR at least ❑ 126 If the Property does not appraise for at least the specified amount, this Agreement is terminated and earnest 127 money refunded to the Buyer unless the Buyer elects to proceed with closing this Agreement without regard to 128 appraised value. Written notice of Buyer's election to proceed shall be given to Seller or Seller's 129 Broker/Salesperson within 10 days of Buyer or Buyer's Broker/Salesperson receiving notice of appraised 130 value; OR 131 ® This Agreement is contingent upon the Property appraising for at least ❑ the Purchase Price OR at least 132 ❑ $ . Release Date: 03-01-21 XD © 2020 Montana Association of REALTORS@ 1 Buy -Sell Agreement (Commercial), June 2020 1 Buyer's Initials Page 3 of 9 Seller's Initials This form presented by Nicholas Hansen I American Dream Properties 1 (406} 758-2600 1 nickhansanpbresnan-net TRANSACTIONS .., r.:. _." A¢thentisign lQ: F2A76228-9EBB40EA-A9F9-16DEEF968036 133 TITLE CONTINGENCY: This Agreement is contingent upon Buyer's receipt and approval (to Buyer's satisfaction) 134 of the preliminary title commitment (the "Commitment") issued for the Property. Release Date: 10 days from 135 Buyer's or Buyer Broker's/Salesperson's receipt of the Commitment. 136 137 Buyer may approve the Commitment subject to the removal of specified exceptions. However, Buyer may not object to 138 the standard pre-printed exceptions (general exceptions not unique to the Property). If Buyer provides Seller written 139 objections to the Commitment prior to the release date above, Seller shall have ten (10) days from receipt of those 140 objections to satisfy said objections or propose to Buyer a plan by which the objections would be satisfied within a time 141 frame satisfactory to Buyer. if within said ten (10) day period Seller has not either satisfied Buyer's objection to the 142 Commitment or proposed to Buyer a plan by which the objections would be satisfied, Buyer shall have three (3) days 143 after expiration of said ten (10) day period to notify Seller whether Buyer desires to (i) terminate this Agreement in which 144 case the earnest money shall be returned to the Buyer or (ii) waive said objections in which case this Agreement shall 145 remain in full force and effect. The two remedies stated above shall be Buyer's sole remedies if Seller and Buyer are 146 unable to resolve Buyer's objections to the Commitment. 147 148 INSURANCE CONTINGENCY: This Agreement is contingent upon Buyer's ability to acquire, at a rate acceptable 149 to the Buyer, hazard insurance on the Property. Release Date: CLOSING 150 151 This Agreement is contingent upon SITE APPROVAL BY PURCHASER' S LEASEE (VIA A CONTRACT AWARD) 152 AT LEASEE'S SOLE DISCRETION 153 Release Date: 02/09/2021 154 155 This Agreement is contingent upon PURCHASER RELIEVING APPROVAL, FOR BUILDING AND SITE WORK BY 156 CITY DEPTS. AS REQUIRED THAT IS SATISFACTORY TO PURCHASER, INCLUDING BUT NOT LIMITED TO TIFF AGREEMENT 157 Release Date: 02/0 9/2 0 21 158 159 ADDITIONAL PROVISIONS: 160 161 162 163 164 165 166 167 168 169 170 CONVEYANCE: The Seller shall convey the real property by WARRANTY deed, free of all 171 liens and encumbrances except those described in the title insurance commitment, as approved by Buyer. The Seller 172 shall further convey any and all security deposits, rental agreements, property condition reports and other 173 documentation in regard to any parts of the Property occupied by tenants. 174 175 WATER: All water, including surface water or ground water, any legal entitlement to water, including statements of 176 claim, certificates of water rights, permits to appropriate water, exempt existing rights, decreed basins or any ditches, 177 ditch rights, or ditch easements appurtenant to and/or used in connection with the Property are included with the 178 Property, except NONE 179 180 Filing or transfer fees will be paid by ❑ Seller, ❑ Buyer, ❑ split equally between Buyer and Seller. 181 Documents for transfer will be prepared by N/A 182 183 WATER RIGHT OWNERSHIP UPDATE DISCLOSURE: By Montana law, failure of the parties at closing or transfer 184 of real property to pay the required fee to the Montana Department of Natural Resources and Conservation for 185 updating water right ownership may result in the transferee of the Property being subject to a penalty. Additionally, in 186 the case of water rights being exempted, severed, or divided, the failure of the parties to comply with 187 Section 85-2-424, MCA, could result in a penalty against the transferee and rejection of the deed for recording. [J'30] O 2020 Montana Association of REALTORS@ I Buy -Sell Agreement (Commercial), June 2020 I Buyer's Initials Page 4 of 9 1 Seller's Initials This form presented by Nicholas Hansen I American Dream Properties 1 (406) 758-2600 1 nickhansen@bresnan.net TRANSACTIONS Authentisign lD F2A76229-9P09-40EA-A9F0-164EEF968035 188 NATURAL WATER BODIES AND LAND PRESERVATION DISCLOSURE: Buyers of property in the State of 189 Montana should be aware that some properties contain or are adjacent to streams, rivers, wetlands, floodplains and 190 other water bodies. It is the general policy of the State of Montana that natural water bodies and the lands 191 immediately adjacent to them are to be protected and preserved to be available in their natural or existing state, and 192 to prohibit unauthorized projects related thereto. Property owners should consult their local soil conservation board, a 193 land use professional, or other qualified advisor, regarding any applicable local, state or federal regulations, including 194 permitting or other approvals, before working in or around any streams, rivers, wetlands, floodplains or other water 195 bodies, including vegetation removal. 196 197 MINERAL RIGHTS: "Mineral rights" as defined in this Agreement (which may be different than the definition under 198 Montana Law) is a term used to describe the rights the owner of those rights has to use, mine, and/or produce any or 199 all of the minerals and hydrocarbons including oil, gas, coal, sand, gravel, etc. lying below the surface of property. 200 These mineral rights may be separate from the rights a property owner has for the surface of a property. In some 201 cases, these mineral rights have been transferred to a party other than the property owner and as a result the 202 subsurface mineral rights have been severed from the property owners surface rights. If the mineral rights have been 203 severed from the surface rights, the owner of the mineral rights has the right to enter the land and occupy it in order to 204 mine the minerals even though they don't own the property. The undersigned Buyer acknowledges and agrees that 205 neither the Seller nor the brokerage firms, brokers and salespersons involved in the transaction anticipated by this 206 Agreement warrant or make any representations concerning the mineral rights, if any, for this Property and that 207 neither the Seller nor the brokerage firms, brokers and salespersons involved in the Buyer's purchase of the Property 208 have conducted an inspection or analysis of the mineral rights to and for the Property. 209 210 CLOSING FEE: The fee charged by the individual or company closing the transaction will be paid by ❑ Seller 211 ❑ Buyer X1 Equally Shared. 212 213 TITLE INSURANCE: Seller, at Seller's expense and from a title insurance company chosen by Seller, shall furnish 214 Buyer with an ALTA Standard Coverage Owners Title Insurance Policy (as evidenced by a standard form American 215 Land Title Association title insurance commitment) in an amount equal to the purchase price. Buyer may purchase 216 additional owner's title insurance coverage in the form of "Extended Coverage" or "Enhanced Coverage" for an 217 additional cost to the Buyer. It is recommended that Buyer obtain details from a title company. 218 219 CONDITION OF TITLE: All mortgages, judgments and liens shall be paid or satisfied by the Seller at or prior to 220 closing unless otherwise provided herein. Seller agrees that no additional encumbrances, restrictions, easements or 221 other adverse title conditions will be placed against the title to the Property subsequent to the effective date of the 222 preliminary title commitment approved by the Buyer. 223 224 DEPOSIT OF FUNDS BY BROKERISALESPERSON: Ail parties agree, unless otherwise expressly stated herein, 225 that the earnest money and any other real estate funds in Broker's/Salesperson's possession shall be deposited or 226 delivered within s days of receipt, or the date all parties have signed this Agreement, whichever occurs later. The 227 parties agree that accrued interest, if any, shall be payable to the holder of the funds and that sums so paid are 228 consideration for services rendered. 229 230 SECTION 1031 LIKE -KIND EXCHANGE: If either Buyer or Seller intends for this transaction to be part of a Section 231 1031 like -kind exchange, then the other party shall cooperate in the completion of the like -kind exchange provided the 232 cooperating party does not incur any additional liability or cost in doing so. Any party who intends for this transaction 233 to be part of a Section 1031 like -kind exchange may assign their rights under this Agreement to a qualified 234 intermediary or any entity expressly created for the purposes of completing a Section 1031 like -kind exchange, 235 notwithstanding the prohibition against the Buyer's assignment of this Agreement set forth in the "Binding Effect and 236 Non -Assignability" section below. 237 238 SPECIAL IMPROVEMENT DISTRICTS AND ASSOCIATION SPECIAL ASSESSMENTS: All Special Improvement 239 Districts (including rural SIDs), and all special or non -recurring assessments of any non -governmental association, 240 including those that have been noticed to Seller by City/County but not yet spread or currently assessed or that have 241 been approved but not yet billed or assessed, will be assumed by Buyer at closing unless otherwise agreed. 133 01 © 2020 Montana Association of REALTORS@ 1 Buy -Sell Agreement (Commercial), June 2020 zm�-1 Buyer's Initials Page 5 of 9 Seller's Initials This form presented by Nicholas Hansen I American Dream Properties 1 (406) 758-2600 1 nickhansen@bresnan.net TRANSACTIONS '. Authentisign ID: F2A76228-9E88-40EA-A9F9-16DEEF968036 242 PRORATION OF TAXES AND ASSESSMENTS: Seiler and Buyer agree to prorate taxes, Special Improvement 243 District and association special assessments for the current tax year, as well as prepaid rents, water and sewer 244 system charges, heating fuel and tank rental, irrigation assessments, Homeowner's Association dues and/or common 245 maintenance fees, as of the date of closing unless otherwise agreed. 246 247 CONDITION OF PROPERTY: Seller agrees that the Property shall be in the same condition, normal wear and tear 248 excepted, from the date of the execution of this Agreement up to the time Buyer takes possession of the Property. Seller 249 agrees to leave the Property in broom clean or better condition and allow Buyer a walk-through inspection of said 250 Property prior to closing to make sure that all appurtenances and appliances included in the sale remain on the Property. 251 262 NOXIOUS WEEDS DISCLOSURE: Buyers of property in the State of Montana should be aware that some properties 253 contain noxious weeds. The laws of the State of Montana require owners of property within this state to control, and to 254 the extent possible, eradicate noxious weeds. For information concerning noxious weeds and your obligations as an 255 owner of property, contact either your local County extension agent or Weed Control Board. 256 257 MEGAN'S LAW DISCLOSURE: Pursuant to the provisions of Title 46, Chapter 23, Part 5 of the Montana Code 258 Annotated, certain individuals are required to register their address with the local law enforcement agencies as part of 259 Montana's Sexual and Violent Offender Registration Act. In some communities, law enforcement offices will make the 260 information concerning registered offenders available to the public. If you desire further information please contact the 261 local County Sheriffs Office, the Montana Department of Justice, in Helena, Montana, and/or the probation officers 262 assigned to the area. 263 264 RADON DISCLOSURE STATEMENT: The following disclosure is given pursuant to the Montana Radon Control Act, 265 Montana Code Annotated Section 75-3-606. RADON GAS: RADON IS A NATURALLY OCCURRING RADIOACTIVE 266 GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH 267 RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL 268 GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN MONTANA. ADDITIONAL INFORMATION REGARDING 269 RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY OR STATE PUBLIC HEALTH UNIT. If 270 the Property has been tested for radon, the Seller will provide a copy of the test results concurrent with an executed 271 copy of this Agreement. If the Property has received radon mitigation treatment, the Seller will provide the evidence of 272 the mitigation treatment concurrent with an executed copy of this Agreement. 273 274 BUYER'S REMEDIES: (A) If the Seller fails to accept the offer contained in this Agreement within the time period 275 provided in the BUYER'S COMMITMENT section, all earnest money shall be returned to the Buyer. 276 (B) If the Seller accepts the offer contained in this Agreement, but refuses or neglects to consummate the transaction 277 anticipated by this Agreement within the time period provided in this Agreement, the Buyer may: 278 (1) Demand immediate repayment of any earnest money paid by the Buyer and upon the return of such money, 279 the rights and duties of Buyer and Seller under this Agreement shall be terminated; OR 280 (2) Demand that Seller specifically perform Seller's obligation under this Agreement; OR 281 (3) Demand monetary damages from Seller for Sellers failure to perform the terms of this Agreement. 282 283 SELLER'S REMEDIES: If the Seller accepts the offer contained in this Agreement and Buyer refuses or neglects to 284 consummate the transaction anticipated by this Agreement within the time period provided in this Agreement or 285 otherwise defaults, the Seller may: 286 (1) Declare the earnest money paid by Buyer be forfeited whereupon the rights and duties of the Buyer and 287 Seller under this Agreement shall be terminated; OR 288 (2) Demand that Buyer specifically perform Buyer's duties and obligations under this Agreement; OR 289 (3) Demand that Buyer pay monetary damages for Buyer's failure to perform the terms of this Agreement. 290 291 BUYER'S AND SELLER'S CERTIFICATION: By entering into this Agreement, each person or persons executing this 292 Agreement, as Buyer or Seller, represents that he/she is eighteen (18) years of age or older, of sound mind, and legally 293 competent to own or transfer real property in the State of Montana; and, if acting on behalf of a corporation, partnership, 294 or other non -human entity, that he/she is duly authorized to enter into this Agreement on behalf of such entity. [JRD] © 2020 Montana Association of REALTORS® 1 Buy -Sell Agreement (Commercial), June 2020 1 Buyer's Initials Page 6 of 9 Seller's Initials This form presented by Nicholas Hansen I American Dream Properties 1 (406) 756-2600 i nickhansen@bresnan.net TRANSACTIONS -', ,-.-.i.. Authentisign ID: F2A76228-9E88-40EA-A9F9-16DEEF968036 295 FOREIGN PERSON OR ENTITY: Section 1445 of the Internal Revenue Code provides for the withholding of tax 296 upon the sale of U.S. real property owned by a foreign entity or foreign person unless the amount realized (usually 297 the sales price) does not exceed $300,000 and the Buyer intends to use the Property as a residence. if the Seller is 298 a foreign entity or foreign person, Seller acknowledges and agrees that the Buyer or closing agent is required to 299 deduct and withhold the applicable tax from the proceeds of sale at closing and submit the tax to the Internal 300 Revenue Service unless the transfer of the Property satisfies an exception provided for in Section 1445 of the 301 Internal Revenue Code. 302 303 CONSENT TO DISCLOSE INFORMATION: Buyer and Seller hereby consent to the procurement and disclosure by 304 Buyer, Seller, and Brokers/Salespersons and their attorneys, agent, and other parties having interests essential to this 305 Agreement, of any and all information reasonably necessary to consummate the transaction described in this 306 Agreement, specifically including access to escrows for review of contracts, deeds, trust indentures, or similar 307 documents concerning this Property or underlying obligations pertaining thereto. 308 309 WIRE FRAUD ALERT: Criminals are hacking email accounts of title companies, real estate agents, settlement 310 attorneys and others, resulting in fraudulent wire instructions being used to divert funds to the account of the criminal. 311 The emails may look legitimate but they are not. Buyer and Seller are advised NOT to wire any funds without 312 personally speaking with the intended recipient of the wire to confirm the routing number and the account number. 313 Buyer and Seller should NOT send personal information such as social security numbers, bank account numbers and 314 credit card numbers through email. 315 316 RISK OF LOSS: All loss or damage to any of the above -described Property or personal property to any cause is 317 assumed by Seller through the time of closing unless otherwise specified. 318 319 TIME IS OF THE ESSENCE: Time is of the essence as to the terms and provisions of this Agreement. 320 321 BINDING EFFECT AND NON -ASSIGNABILITY: This Agreement is binding upon the heirs, successors and assigns 322 of each of the parties hereto; however, unless otherwise provided for in this Agreement, Buyer's interest is not 323 assignable without the Seller's express written consent. 324 325 ATTORNEY FEES: In any action brought by the Buyer or the Seller to enforce any of the terms of this Agreement, the 326 prevailing party in such action shall be entitled to such reasonable attorney fees as the court or arbitrator shall 327 determine just. 328 329 COMMISSION: The Seller's and/or Buyer's commitment to pay a commission in connection with this transaction is an 330 integral part of this Agreement. 331 332 FAXICOUNTERPARTS/ELECTRONIC SIGNATURES: This Agreement may be executed in counterparts and, when 333 all counterpart documents are executed, the counterparts shall constitute a single binding instrument. Moreover, a 334 signature transmitted by fax or other electronic means will be enforceable against any party who executes the 335 Agreement and transmits the signature by fax or other electronic means. The parties hereto, all agree that the 336 transaction contemplated by this document may be conducted by electronic means in accordance with the Montana 337 Uniform Electronic Transaction Act. 338 339 ENTIRE AGREEMENT: This Agreement, together with any attached exhibits and any addenda or amendments signed 340 by the parties, shall constitute the entire agreement between Seller and Buyer, and supersedes any other written or oral 341 agreements between Seller and Buyer. This Agreement can be modified only in writing, signed by the Seller and Buyer. 342 343 EARNEST MONEY DISPUTES: Buyer and Seller agree that, in the event of any controversy regarding the earnest money 344 and things of value hold by the Broker, closing agent, or any person or entity holding such money or property, unless mutual 345 written instructions are received by the holder of the earnest money and things of value, Broker or closing agent shall not be 346 required to take any action, but may await any proceedings, or, at Broker's or closing agent's option and sole discretion, may 347 interplead all parties and deposit any monies or things of value in a court of competent jurisdiction and may utilize as much of 348 the earnest money deposit as may be necessary to advance the cost and fees required for filing such action. 133 r�1 © 2020 Montana Association of REALTORS@ 1 Buy -Sell Agreement (Commercial), June 2020 1 Buyer's Initials Page 7 of 9 Seller's Initials This form presented by Nicholas Hansen I American Dream Properties I (406) 758-2600 1 nickhansen@bresnan.net TRANSACTIONS Au[henfisign ID F2A76228-9EB8-49EA-A9F9-16DEEF96BD36 349 350 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 395 396 ADDENDA AND/OR DISCLOSURES ATTACHED: (check all that apply): ❑ Contingency for Sale of Buyer's Property ❑ Back-up Offer ❑ Addendum for Additional Provisions ❑ Mold Disclosure (for all inhabitable real property) ❑ Water Rights Acknowledgement El 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 licensee's duties and the limits of their obligations to each party: LINDA PISTORESE of FLATHEAD VALLEY BROKERS (name of licensee) (name of brokerage company) is acting as ® Seller's Agent ❑ Dual Agent ❑ Statutory Broker NICK HANSEN of AMERICAN DREAM PROPERTIES INC. (name of licensee) (name of brokerage company) is acting as © Buyer's Agent ❑ Dual Agent ❑ Statutory Broker ❑ Seller's Agent (includes Seller's Sub -Agent) BUYER'S ACKNOWLEDGMENT: Buyer acknowledges that prior verbal representations by the Seller or Seller's representatives do not modify or affect this Agreement. Buyer acknowledges that by signing this Agreement he/she has examined the subject real and personal property and represents that Buyer x has OR L has not physically visited the Property in person prior to the execution of this Agreement; has entered into this Agreement in full reliance upon his/her independent investigation and judgments and has read and understood this entire Agreement, BUYER'S COMMITMENT: IIWe 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) 11/16/2020 , at s ❑ am id 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. IIWe hereby acknowledge receipt of a copy of this Agreement bearing my/our signature(s). A d i _q. D9exgj Date: 11/10/2020 , at Dam ❑pm (Mountain Time) DydffSidlinffre Name Printed: B.G.DICKEY Address: Buyer's Signature Name Printed: Address (if different): State: Zip: Date: , at _[Darn ❑pm (Mountain Time) State: Zip: XD © 2020 Montana Association of REALTORSO ! Buy -Sell Agreement (Commercial), June 2020 ! Buyer's Initials Page 8 of 9 Seller's Initials This form presented by Nicholas Hansen i American Dream Properties 1 (405) 758-2600 1 nickhansenGbresnan.net TRANSACTIONS Tr,ns se:i nr,pesk ECS iu i Authentisign ln: F2A76228-9E88-00EA-A9F9.16DEEF968036 397 SELLER'S COMMITMENT: 398 [/We agree to sell to Buyer the above -described Property on the terms and conditions herein above stated. I/We hereby 399 acknowledge receipt of a copy of this Agreement bearing my/our signature(s) and that of the Buyer(s) named above. 400 401 Date: at _Elam ❑pm (Mountain Time) 402 Seller's Signature 403 404 Name Printed: 405 406 Address: State: Zip: 407 408 Date: at ❑am ❑pm (Mountain Time) 409 Seller's Signature 410 411 Name Printed: 412 413 Address (if different): State: Zip: 414 415 ❑ Modified per the attached Counter Offer: 416 417 418 Seller's Initials Date Seller's Initials Date 419 420 ❑ Rejection of this offer by Seller (no counter offer is being made): 421 422 1 1 423 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 he completed on a Saturday, Sunday or holiday can be performed on the next business day. CO 2020 Montana Association of REALTORS® Buy -Self Agreement (Commercial), June 2020 Page 9 of 9 This form presented by Nicholas Hansen I American Dream Properties 1 (406) 758-2600 1 nickhansen@bresnan.net TRANSACTIONS