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H2. Cantrell Offer Old School Station Lot 9CITY 7tial� KALISPELL Report To: Doug Russell, City Manager Development Services 201 1 st Avenue East - Kalispell, Montana 5991 Phone (406) 758-7940 From: Jarod Nygren, Development Services Director Subject: Old School Station, Lot 9 Offer to Purchase Meeting Date: March 1, 2021 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. On January 25, 2021, the City received a backup offer in first position for the purchase of Lot 9 as the lot was under a buy -sell at that time with Matterhorn Capital. On February 18, 2021, Matterhorn Capital terminated its buy -sell for Lot 9 making it possible to move the Cantrell offer into primary position. The buy -sell agreement is at full listing price with reductions predicated on a 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. RECOMMENDATION: Make a motion to proceed with the Cantrell offer to purchase Old School Station Lot 9 as presented. FISCAL EFFECTS: For Lot 9 the City will receive the purchase price of $228,420 with $5,000.00 in Earnest Money. Pursuant to the terms of a Developer's 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. Additionally, the purchase price will be reduced by $32,435.64 to $195,984.36 if the purchaser completes planned capital improvements to the property within 18 months of closing. ALTERNATIVES: Decline offer and/or identify different terms for buy -sell agreement. ATTACHMENTS: Map of Old School Station Buy -Sell for Lot 9 at Old School Station Authentisign ID: 1999E14E-994145F7-9793-ACCA9F9F1A80 FLATHEAD VALLEY B R 0 K E R S BUY -SELL AGREEMENT (Land) %EJEF,Kirir NeA, FSTaIE (Including Earnest Money Receipt) [13 1:2r REALTOR'' OPOR7UilIY This Agreement stipulates the terms of sale of this property. Read carefully before signing. This is a legally binding contract. If not understood, seek competent advice. 1 Date: 1/25/2021 2 Mark Cantrell And Janie Cantrell 3 as IJ joint tenants with rights of survivorship, ❑ tenants in common, ❑ single in his/her own right, ❑ other 4 (hereafter the "Buyer") agrees to purchase, and the Seller agrees to sell the 5 following described real property (hereafterthe "Property") commonly known as 6 100 Old School Drive 59901 7 in the City of Kalispell County of Flathead Montana, legally described 8 as: 9 Old School Station, S33, T28 N, R21 W, Lot 9, Acres 2.82, Assr #00oE001368 1a 11 TOGETHER with all interest of Seller in vacated streets and alleys adjacent thereto, all easements and other 12 appurtenances thereto, uncut timber and non -harvested crops and all improvements thereon except: 13 14 15 PERSONAL PROPERTY: The following items of personal property, free of liens and without warranty of condition, 16 are included and shall be transferred by the bill of sale: 17 1$ PURCHASE PRICE AND TERMS: $ 228,420.00 Purchase Price: Two Hundred Twenty -Eight Thousand Four Hundred Twenty (U.S. Dollars) $ s,000.00 Earnest Money (credited to Buyer at closing) $ 223 , 420 . 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 ❑ °/p of the Purchase Price. Balance to be financed as indicated below: iJ Conventional ❑ Other Financing ❑ Seller Financing ❑ Assumption ❑ Horne Equity ❑ Other Line 21: Earnest money to be collected upon written notification of accepted offer in primary position. CLOSING DATE: The date of closing shall be (date) 03/31/2021 (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 10 days to accommodate delays attributable solely to such third -party financing, POSSESSION: Seller shall deliver to Buyer possession of the Property and allow occupancy: ❑ when the closing agent is in receipt of all required, signed documents and all funds necessary for the purchase; OR ® upon recording of the deed or notice of purchaser's interest, OR El Seller shall provide keys and/or means to operate lacks, mailboxes, security systems, alarms, garage door opener(s) and Homeowner's Association facilities, if applicable. [At © 2020 Montana Association of REALTORSok / � I � Buy -Sell Agreement (Land), June 2020 Buyer's Initials Page 1 of 8 Seller's Initials This form presented by Linda D Pistorese I Flathead Valley Brokers 1 W6) 752-8883 I lindap0tvbmt.com TRANSACTIONS ,:,c_�_i t-,a Authentisign ID: 1999E14E-9941-45F7-9793-ACCA9F9F1ABC 50 EARNEST MONEY: (check one) 51 ❑ Broker/Salesperson acknowledges actual receipt of earnest money in the amount as set forth herein as evidenced 52 by: 53 ❑ Cash or ❑ Check. 54 BrokerlSalesperson: 55 (name printed) (signature acknn wledging receipt of earnest money) 56 57 ® Buyer agrees to provide earnest money in the amount as set forth herein within s days of the date all parties 58 have signed this Agreement. Earnest money may be made by check, cash or wire transfer and shall be held in trust 59 by Fidelity Title . If Buyer fails to provide earnest money as set forth herein, 60 buyer will be in default and Seller may declare this Agreement terminated and any earnest money already paid forfeited. 61 62 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. LOAN APPLICATION: If Buyer tails to make written application for financing and pay to the lender any required fees, apply for assumption of an existing loan or contract, or initiate any action required for completion of a contract for deed by 5:00 pm (Mountain Time) (date) in process Buyer will be in breach of this Agreement and Seller can exercise Seller's remedies under this Agreement. 73 CONTINGENCIES: The contingencies set forth in this Agreement or on attached addenda shall be deemed to have 74 been released, waived, or satisfied, and the transaction shall continue to closing, unless by 5:00 pm (Mountain Time) on 75 the date specified for each contingency, the party requesting that contingency has notified the other party or the other 76 party's BrokerlSalesperson in writing that the contingency is not released, waived, or satisfied. If a party has notified the 17 other party on or before the release date that a contingency is not released, waived or satisfied, this transaction is 78 terminated, and the earnest money will be returned to the Buyer, unless the parties negotiate other terms or provisions. 80 FINANCING CONTINGENCY: 81 ® This Agreement is contingent upon Buyer obtaining the financing specified in the section of this Agreement 82 entitled "PURCHASE PRICE AND TERMS". if financing cannot be obtained by the Closing Date this 83 Agreement is terminated and the earnest money will be refunded to the Buyer. 84 85 APPRAISAL CONTINGENCY: 86 ® Property must appraise for at least 91 the Purchase Price OR at least ❑ $ . If the 87 Property does not appraise for at least the specified amount, this Agreement is terminated and earnest money 88 refunded to the Buyer unless the Buyer elects to proceed with closing this Agreement without regard to appraised 89 value. Written notice of Buyer's election to proceed shall be given to Seller or Sellers Broker/Salesperson within 90 days of Buyer or Buyer's Broker/Salesperson receiving notice of appraised value; OR 91 92 ❑ This Agreement is contingent upon the Property appraising for at least ❑ the Purchase Price OR at least 93 ❑ $ . Release Date: © 2020 Montana Association of REALTORS@ �L(e 1� Buy -Sell Agreement (Land), June 2020 Buyer's Initials Page 2 of 6 Sellers Initials This form presented by Linda n Pistorese I Flathead Valley Brokers I (406) 752-8883 1 lindap@fvbmt.com TRANSACTIONS Authentisign IM 9B9FB489-BSFB-47AO-9AF6-4265A666F315 94 TITLE CONTINGENCY: This Agreenieni is contingent upon Buyers receipt and approval (t❑ Buyer's 95 satisfaction) of the prel mwary tale commitment (the "Commitment") issued for the Property. Release Date: 96 days from Buyer's or Buyer Broker's/Salesperson's receipt of the Commitment, 97 98 Buyer may approve the Commitment subject to the removal of specified exceptions. However, Buyer may rot 99 abject to the standard pre-printed exceptions (general exceptions not unique to the ProRerty). If Buyer provides 100 Seller written objections to the Guwrnitrneot prior to the release date above, Seller shall have ten (f 0) gays from 101 receipt of those objections to satisfy said objections or propose to Buyer a plan by which the ❑bjec-tioir s would be 102 satisfied within a tinie frame satisfactory to Buyer. If within said ten (10) day period Seller has not either satisfied 103 Buyer's objection to the Cornmitment or proposed to Buyer a plan by which the objections would be satisfied, 194 Buyer srlall have three (3) days after- expiration of said ten (10) day period to notify Seller whether- Buyer desires 105 to (�) terminate this Agreement in which case the earnest money shall be returned to the Buyer or (ii) waive said 105 objections in xhich case this Agreement sha[I remain in full force and effect. The two remedies stated above shall 107 be Buyer's sale remedies if Seller and Buyer are unabl-- to resolve Buyer's objections to the Commitrnent. 109 109 PROPERTY INVESTIGATION: This offer is contingent upon Buyer's independent investigation of the following 110 conditions relating to the Property, including but not limited to; covenants. zoning, access, easements, well ill depths, septic and sanitation restrictions, surveys or other means of establishing the corners arld boundaries. 11 z special improvement districts, restrictions affecting use, special building requirements, future assessments, 113 utility hook up and installation casts, environmental hazards, airport affected area, road maintenance 144 obligations or anything else Buyer deems appropriate. Buyer agrees that any investigations or inspections 11:1 undertaken by Buyer or on his'her behalf shall not darnage or destroy the Properly, without the prior written 11u consent of Seller. Further, Buyer agrees to return the Property to its original condition and to indemnify Seller 117 from any damage or destruction to the Property caused by the Buyer's investigations or inspections, if Buyer 116 does not purchase the Property. Release Date: **line 146 11cD 120 This offer is contingent upon 121 Buyer receiving approval for building and site work by city departments to buyers 122 satisfaction 123 124 1ZG Release Date: **line 146 1Zu 127 This offer is contingent upon 128 129 1N� 131 22 Release Date: 133 134 ADDITIONAL PROVISIONS: 135 Buyer is aware that this i6 a backup offer in first porltion. 136 137 Seller to provide incentive refund 14.2k of purchase price upon completion of building praje,t within 18 months of closing. 138 139 Any Special Improvement District reimbursement shall be pursuaat to a Developers Agreement 140 finalized within the Due Diligence period and mutually approved by buyer and seller with the 1�41 intent to reimburse the purchaser for the payment of the specials which come due annually (prcvided the use meets terms and conditions of applicable Tax Inzrement Finance District). 142 143 This offer and acceptance is subject to the apprgvaL of the City Council. Tf the buyer/seller 144 place this a££er under contract with acceptable termn and conditions, the offer will be submitted for approval by ❑ity council a meeting following the a=ceptanne. City council meetings are held. 145 hi- monthly. If the CaunMil approves the structured offer the city Manager can finalize the 145 Contract within 48 hours for buyers review and acceptance. 147 148 **iAll property investigations as stated in lines 109-119 & 121 to be perfcrmed within 21 days 149 of written notice of primary position. C�e] O2420 Miritana Assacialion of REALTORS1 L Buy-SiA Agreement lL al,dl, June 2921) Buyer's Initials Pa0e 3 of R 5n16's Inil'als Thir f.rm presented by Linda L Pist.�t_se I Flathna3 valley 8rukecf I (4J6) 751-ar133 I lindapiptvbmt-com TRANSACTIONS Authenlisign ID: 1999F14E-9941A5F7-9793-ACCA9F9F1A80 160 CONVEYANCE: The Seller shall convey the real property by warrant 161 deed, free of all liens and encumbrances except those described in the title insurance commitment, as approved by 152 Buyer. The Seiler shall convey the personal properly by Bill of Sale. 153 154 WATER: All water, including surface water or ground water, any legal entitlement to water, including statements of 155 claim, certificates of water rights, permits to appropriate water, exempt existing rights, decreed basins or any ditches, 156 ditch rights, or ditch easements appurtenant to andlor used in connection with the Property are included with the 157 Property, except: 168 159 Filing or transfer fees will be paid by ❑ Seller, ❑ Buyer, OR ❑ split equally between Buyer and Seller. 160 Documents for transfer will be prepared by 161 162 WATER RIGHT OWNERSHIP UPDATE DISCLOSURE: By Montana law, failure of the parties at closing or transfer 163 of real properly to pay the required fee to the Montana Department of Natural Resources and Conservation for 164 updating water right ownership may result in the transferee of the property being subject to a penalty. Additionally, in 165 the case of water rights being exempted, severed, or divided, the failure of the parties to comply with section 166 85-2-424, MCA, could result in a penalty against the transferee and rejection of the deed forrecording. 167 168 NATURAL WATER BODIES AND LAND PRESERVATION DISCLOSURE: Buyers of property in the State of 169 Montana should be aware that some properties contain or are adjacent to streams, rivers, wetlands, floodplains and 170 other water bodies. It is the general policy of the State of Montana that natural water bodies and the lands 171 immediately adjacent to them are to be protected and preserved to be available in their natural or existing state, and 172 to prohibit unauthorized projects related thereto. Property owners should consult their local soil conservation board, a 173 land use professional, or other qualified advisor, regarding any applicable local, state or federal regulations, including 174 permitting or other approvals, before working in or around any streams, rivers, wetlands, floodplains or other water 175 bodies, including vegetation removal. 176 177 MINERAL RIGHTS: "Mineral rights" as defined in this Agreement (which may be different than the definition under 178 Montana law) is a term used to describe the rights the owner of those rights has to use, mine, and/or produce any or 179 all of the minerals and hydrocarbons including oil, gas, coal, sand, gravel, etc. lying below the surface of property. 180 These mineral rights may be separate from the rights a property owner has for the surface of a property. In some 181 cases, these mineral rights have been transferred to a party other than the property owner and as a result the 182 subsurface mineral rights have been severed from the properly owner's surface rights. If the mineral rights have been 183 severed from the surface rights, the owner of the mineral rights has the right to enter the land and occupy it in order to 184 mine the minerals even though they don't own the property. The undersigned Buyer acknowledges and agrees that 185 neither the Seller nor the brokerage firms, brokers and salespersons involved in the transaction anticipated by this 186 Agreement warrant or make any representations concerning the mineral rights, if any, for this Property and that 187 neither the Seller nor the brokerage firms, brokers and salespersons involved in the Buyer's purchase of the Property 188 have conducted an inspection or analysis of the mineral rights to and for the Property. 189 190 CLOSING FEE: The fee charged by the individual or company closing the transaction will be paid by ❑ Seller 191 ❑ Buyer ® Equally Shared. 192 193 TITLE INSURANCE: Seller, at Seller's expense and from a title insurance company chosen by Seller, shall furnish 194 Buyer with an ALTA Standard Coverage Owners Title Insurance Policy (as evidenced by a standard form American 195 Land Title Association title insurance commitment) in an amount equal to the purchase price. Buyer may purchase 196 additional owner's title insurance coverage in the form of "Extended Coverage" or "Enhanced Coverage" for an 197 additional cost to the Buyer. It is recommended that Buyer obtain details from a title company. 198 199 CONDITION OF TITLE: All mortgages, judgements and liens shall be paid or satisfied by the Seller at or prior to 200 closing unless otherwise provided herein. Seller agrees that no additional encumbrances, restrictions, easements or 201 other adverse title conditions will be placed against the title to the Property subsequent to the effective date of the 202 preliminary title commitment approved by the Buyer. [tte] L�f l.� O 2020 Montana Association of REALTORSO �} d Buy -Sell Agreement (Land), ,tune 2020 Buyer's Initials Page of 8 Seller's Initials This form presented by Linda D Pistorese I Flathead Valley Brokers 1 (406) 752-89a3 1 lindap@fvbmt.com TRANSACTIONS Authenlisign ID: 1999E14E-9941-45F7-9793-ACCA9F9F1 A80 203 DEPOSIT OF FUNDS BY BROKER/SALESPERSON: All parties agree, unless otherwise expressly stated herein, 204 that the earnest money and any other real estate funds in Broker's/Salesperson's possession shall be deposited or 205 delivered within days of receipt, or the date all parties have signers this Agreement, whichever occurs later. The 206 parties agree that accrued interest, if any, shall be payable to the holder of the funds and that sums so paid are 207 consideration for services rendered. 208 209 SECTION 1031 LIKE -KIND EXCHANGE: If either Buyer or Seller intends for this transaction to be part of a Section 210 1031 like -kind exchange, then the other party shall cooperate in the completion of the like -kind exchange provided the 211 cooperating party does not incur any additional liability or cost in doing so. Any party who intends for this transaction 212 to be part of a Section 1031 like -kind exchange may assign their rights under this Agreement to a qualified 213 intermediary or any entity expressly created for the purposes of completing a Section 1031 like -kind exchange, 214 notwithstanding the prohibition against the Buyer's assignment of this Agreement set forth in the 'Binding Effect and 215 Non -Assignability" section below. 216 217 SPECIAL IMPROVEMENT DISTRICTS AND ASSOCIATION SPECIAL ASSESSMENTS: All Special Improvement 218 Districts (including rural SIDs), and all special or non -recurring assessments of any non -governmental association, 219 including those that have been noticed to Seller by City/County but not yet spread or currently assessed or that have 220 been approved but not yet billed or assessed, will be assumed by Buyer at closing unless otherwise agreed. 221 222 PRORATION OF TAXES AND ASSESSMENTS: Seller and Buyer agree to prorate taxes, Special Improvement 223 District and association special assessments for the current tax year, as well as prepaid rents, water and sewer 224 system charges, heating fuel and tank rental, irrigation assessments, Homeowner's Association dues and/or common 225 maintenance fees, as of the date of closing unless otherwise agreed. 226 227 CONDITION OF PROPERTY: Seller agrees that the Property shall be in the same condition, normal wear and tear 228 excepted, from the date of the execution of this Agreement up to the time Buyer takes possession of the Property. 229 Seller will remove all personal property not included in this sale prior to closing. 230 231 NOXIOUS WEEDS DISCLOSURE: Buyers of property in the state of Montana should be aware that some properties 232 contain noxious weeds. The laws of the State of Montana require owners of property within this state to control, and to 233 the extent possible, eradicate noxious weeds. For information concerning noxious weeds and your obligations as an 234 owner of property, contact either your local County extension agent or Weed Control Board. 235 236 MEGAN'S LAW DISCLOSURE: Pursuant to the provisions of Title 46, Chapter 23, Part 5 of the Montana Code 237 Annotated, certain individuals are required to register their address with the local law enforcement agencies as part of 238 Montana's Sexual and Violent Offender Registration Act. In some communities, law enforcement offices will make the 239 information concerning registered offenders available to the public. If you desire further information please contact the 240 local County Sheriff's office, the Montana Department of Justice, in Helena, Montana, and the probation officers 241 assigned to the area. 242 243 BUYER'S REMEDIES: (A) If a Seller fails to accept the offer contained in this Agreement within the time period 244 provided in the BUYER'S COMMITMENT section, all earnest money shall be returned to the Buyer. 245 (B) If the Seller accepts the offer contained in this Agreement, but refuses or neglects to consummate the transaction 246 anticipated by this Agreement within the time period provided in this Agreement, the Buyer may: 241 (1) Demand immediate repayment of any earnest money paid by the Buyer, and upon the return of such money, the 248 rights and duties of Buyer and Seller under this Agreement shall be terminated; OR 249 (2) Demand that Seller specifically perform Seller's obligation under this Agreement; OR 250 (3) Demand monetary damages from Seller for Seller's failure to perform the terms of this Agreement. 251 252 SELLER'S REMEDIES: 253 If the Seller accepts the offer contained in this Agreement and Buyer refuses or neglects to consummate the 254 transaction within the time period provided in this Agreement, the Seller may: 255 (1) Declare the earnest money paid by Buyer be forfeited whereupon the rights and duties of the Buyer and Seller 256 under this Agreement shall be terminated; OR 257 (2) Demand that Buyer specifically perform Buyer's duties and obligations under this Agreement; OR 258 (3) Demand that Buyer pay monetary damages for Buyer's failure to perform the terms of this Agreement. ly l12020 Montana Association of REALTORS�Me eBuy-Sell Agreement (Land), June 2020 Buyer's Initials Page 5 of a Seller's Initials This form presented by Linda D Pistorase I Flathead Valley Brokers I (906) 752-8883 1 lindap@fvbmt.com TRANSACTIONS 'r -..a;u I r., r Aufhentisign ID: 1999E14E-9941-45F7-9793-ACCA9F9F1A8U 259 BUYER'S AND SELLER'S CERTIFICATION: By entering into this Agreement, each person or persons executing this 260 Agreement, as Buyer or Seller, represents that he/she is eighteen (18) years of age or older, of sound mind, and legally 261 competent to own or transfer real property in the State of Montana; and, it acting on behalf of a corporation, partnership, 262 or other non -human entity, that he/she is duly authorized to enter into this Agreement on behalf of such entity. 263 264 FOREIGN PERSON OR ENTITY: Section 1445 of the Internal Revenue Code provides for the withholding of tax 266 upon the sale of U.S. real property owned by a foreign entity or foreign person unless the amount realized (usually 266 the sales price) does not exceed $300,000 and the Buyer intends to use the properly as a residence. If the Seller is 267 a foreign entity or foreign person, Seller acknowledges and agrees that the Buyer or closing agent is required to 268 deduct and withhold the applicable tax from the proceeds of sale at closing and submit the tax to the Internal 269 Revenue Service unless the transfer of the property satisfies an exception provided for in Section 1445 of the 270 Internal Revenue Code, 271 272 AGRICULTURAL FOREIGN INVESTMENT DISCLOSURE ACT: The Agricultural Foreign Investment Disclosure Act 273 of 1978 (AFIDA) requires any foreign person who acquires or transfers any interest, other than a security interest, in 274 agricultural land to submit a report to the Secretary of Agriculture not later than 90 days after the date of the 215 acquisition or transfer. If Buyer or Seller is or may be considered a foreign person under the AFIDA they are advised 276 to consult with an appropriate professional concerning any reporting that may be required by the AFIDA. 277 278 CONSENT TO DISCLOSE INFORMATION: Buyer and Seller hereby consent to the procurement and disclosure by 279 Buyer, Seller, and Brokers/Salespersons and their attorneys, agent, and other parties having interests essential to this 280 Agreement, of any and all information reasonably necessary to consummate the transaction described in this 281 Agreement, specifically including access to escrows for review of contracts, deeds, trust indentures, or similar 282 documents concerning this Property or underlying obligations pertaining thereto. 283 284 WIRE FRAUD ALERT: Criminals are hacking email accounts of title companies, real estate agents, settlement 285 attorneys and others, resulting in fraudulent wire instructions being used to divert funds to the account of the criminal. 286 The emails may look legitimate but they are not. Buyer and Seller are advised NOT to wire any funds without 287 personally speaking with the intended recipient of the wire to confirm the routing number and the account number. 288 Buyer and Seller should NOT send personal information such as social security numbers, bank account numbers and 289 credit card numbers through email. 290 291 RISK OF LOSS: All loss or damage to any of the above -described real property or personal property to any cause is 292 assumed by Seller through the time of closing unless otherwise specified. 293 204 TIME IS OF THE ESSENCE: Time is of the essence as to the terms and provisions of this Agreement. 295 296 BINDING EFFECT AND NON -ASSIGNABILITY: This Agreement is binding upon the heirs, successors and assigns 297 of each of the parties hereto,- however, Buyer's rights under this Agreement are not assignable without the Seller's 298 express written consent. 200 300 ATTORNEY FEES: In any action brought by the Buyer or the Seller to enforce any of the terms of this Agreement, the 301 prevailing party in such action shall be entitled to such reasonable attorney fees as the court or arbitrator shall 302 determine just. 303 304 COMMISSION: The Seller's andlor Buyer's commitment to pay a commission in connection with this transaction is an 305 integral part of this Agreement. 306 367 FAXlCOUNTERPARTSlELECTRONIC SIGNATURES: This Agreement may be executed in counterparts and, when 308 all counterpart documents are executed, the counterparts shall constitute a single binding instrument. Moreover, a 309 signature transmitted by fax or other electronic means will be enforceable against any party who executes the 310 Agreement and transmits the signature by fax or other electronic means. The parties hereto, all agree that the 311 transaction contemplated by this document may be conducted by electronic means in accordance with the Montana 312 Uniform Electronic Transaction Act. Im e] r [I Buyer's Initials O 2020 Montana Association of REALTORS@ Buy -Sell Agreement (Land), June 2020 Page 6 of 8 SeIIeI's Initials TRANSACTIONS ..r.:LE_ 1 Authentisign ID' 1999E14E-9941A5F7-9793-ACCA9F9F1A80 313 314 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 355 356 357 358 359 360 361 362 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. ADDENDAANDIOR DISCLOSURES ATTACHED: (check all that apply): ❑ Contingency for Sale of Buyer's Properly ❑ Back-up Offer ❑ Addendum torAdditional Provisions ® Water Rights Acknowledgement Li 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 Of Flathead Valley Brokers (name of licensee) (name of brokerage company) RRE-BRO-LIC-13239 431 1st Ave West Kalispell MT 59901 (licensee's Montana license number) (brokerage company address) Lindap@fvbMT.com _ 406-752-8883 (licensee email address) (brokerage company phone number) 406) 752-8883 (406) 249-3445 (licensee phone number) is acting as ❑ Seller's Agent ® Dual Agent ❑ Statutory Broker Linda Pis (name of licensee) RRE-BRO-LIC-13239 (licensee's Montana license number) Lindap@tvbMT.com (licensee email address) Of Flathead Valley Brokers (name of brokerage company) 431 lst Ave West Kalispell MT 59901 (brokerage company address) 406-752-8883 (brokerage company phone number) (licensee phone number) is acting as ❑ Buyer's Agent ® Dual Agent ❑ Statutory Broker ❑ Seller's Agent (includes Seller's Sub -Agent) [Me] © 2020 Fontana Association of REALTORS@ � 1 Buy -Sell Agreement (Land), June 2020 ;j_ .._ . / Buyer's Initials Page 7 of 8 f' Seller's Initials This form presented by Linda D Pistorese I Flathead Valley Brokers 1 (406) 752-9883 1 lindap@fvbmt.com TRANSACTIONS Authentisign U 1999E14E-9941-45F7-9793-ACCA9F9F1A88 363 364 365 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 385 3W 387 398 389 390 391 392 393 394 395 396 397 398 309 400 401 402 403 404 405 406 407 408 409 410 411 412 413 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 has OR 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: IlWe agree to purchase the above -described Property on the terms and conditions set forth in the above offer and grant to said BrokerlSalesperson until (date) 01/29/2021 , at 5 : 0 0 ❑ 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. IIWe hereby acknowledge receipt of a copy of this Agreement bearing mylour signature(s). Buyer's Signature Name Printed: Mark cantrell YNC , Ie &j -ice e4awfl, ,►mkt Buyer's Name Printed: Janie Cantrell Date: at -Dam ❑pm (Mountain Time) State: Zip: Date: 01 /25/2021 at „ L]am ❑prn (Mountain Time) Address (if different): State: Zip: SELLER'S COMMITMENT: I/We agree to sell to Buyer the above -described Property on the terms and conditions herein above stated. IIWe hereby ackn t., entgdge receipt of a copy of this Agreement bearing mylour signature(s) and that of the Buyer(s) named above. rAut hs rJ w &, n�cm&% 01125/2021 Date: , at ❑ern ❑pm (Mountain Time) Seller's SignJtJkJP21 5:46:55 PM MST Name Printed: city of Kali Address: State: Zip: Date:; ! a#I_ f Kam ❑pm (Mountain Time) Seller's 5ighatt re Name Printed: Address (if different): ❑ Modified per the attached Counter Offer: State: Zip: 1 I Seller's Initials Date Seller's Initials Date ❑ Rejection of this offer by Seller (no counter offer is being made): 414 415 / 416 Seller's Initials Date Seller's Initials Date NOTE. Unless othenvise expressly stated the term "Days' means calendar days and not business days. Business days are defined as all days except Sundays and holidays. Any parforrnance which is required to be completed on a Saturday, Sunday or holiday can be performed on the next business day. O 2020 Montana Association of REALTORS© Buy -Sell Agreement (Land), June 2020 Page 8 of 9 This form presented toy Linda D Pistorese I Flathead Valley Brokers 1 (406) 752-8883 I lindap@fvbmt-com TRANSACTIONS u,.i '.. Authentisign ID: 1999F1 i E-994'j5F7-9793-ACCA9F9F1A80 FLATHEAD VALLEY F R 0 K L rt 5 BACK-UP OFFER ADDENDUM = r$xe 17'. ,ALTOR gDentphORr�NI:IT'i 1 Date: 01/25/2021 2 3 This Back -Up Offer Addendum is an addendum to the Buy -Sell Agreement between 4 City of Kalispell (hereafter the "Seller") and 5 Mark Cantrell Janie Cantrell (hereafter the "Buyer"), 6 dated 1/25/2021 concerning the following described property 7 100 Old School Drive Kalispell MT 59901 8 Old School Station, S33, T28 N, R21 W, Lot 9, Acres 2.82, Assr #OOOE001368 (hereafter the "Property"). 9 10 Buyer understands that Seller has previously entered into one or more agreements to sell the Property. 11 The agreement to purchase the Property between Buyer and Seller (hereafter the "Buy -Sell Agreement") 12 is subject to the written cancellation and termination of all such other Buy -Sell Agreements. This is the 13 # 1 back-up offer that is subject to the primary Buy -Sell Agreement. 14 15 Upon the written cancellation and termination of the primary Buy -Sell Agreement, the Sellers 16 Broker/Salesperson will provide a Notice of Primary Position (hereafter the "Notice") signed by the 17 Seller's Broker/Salesperson notifying Buyer that Buyer's offer is in primary position. The Notice shall be 1s delivered by the Seller's Broker/Salesperson to the Buyer or the Buyer's BrokerlSalesperson only by 19 hand -delivery or electronic means. 20 21 • A Notice that is hand -delivered shall be deemed to have been delivered by the Sellers 22 Broker/Salesperson when it has been hand -delivered to the Buyer or the Buyers 23 Broker/Salesperson, whichever occurs first. 24 25 • A Notice sent by facsimile shall be deemed to have been delivered when sent to either the Buyer 26 or the Buyer's Broker/Salesperson by the Seller's Broker/Salesperson. 27 28 • A Notice sent to the e-mail address of either the Buyer or the Buyers Broker/Salesperson shall 29 be deemed delivered upon the Seller's Broker/Salesperson sending the email. 30 31 When the Seller's Broker/Salesperson has delivered the Notice, signed by the Seller's 32 Broker/Salesperson, to Buyer or Buyer's BrokerlSales person informing the Buyer that the Buyer's offer 33 is in primary position, Buyer shall provide the earnest money in the amount and by the deadline specified 34 in the Buy -Sell Agreement. 35 36 Until the Notice is delivered to Buyer, Buyer may cancel and terminate this Buy -Sell Agreement by 37 providing written notice to Seller. Seller may extend or modify any and all terms and conditions of the 38 primary Buy -Sell Agreement at Sellers discretion. 39 40 Time periods in the Buy -Sell Agreement which are stated as a number of days shall begin on the date 41 the Notice is delivered to the Buyer or the Buyers Broker/Salesperson. 42 43 Any dates of performance in the Buy -Sell Agreement shall be extended the same number of days that 44 has elapsed between the date the Buy -Sell Agreement was executed by both Buyer and Seller and the 45 date the Notice is delivered to the Buyer or the Buyers Broker/Salesperson. ie1 © 2016 MONTANA ASSOCIATION OF REALTOR J Back -Up Offer Addendum, February 2016 / Bures Initials Page 1 of 2 Seller's Initials This form presented by Linda ❑ Pistorese I Flathead Valley Brokers 1 (406) 752-8683 1 lindap@fvbmt.com Instanei AuthentisignIR 1999E14E-9941-45F7-9793-ACCA9F9F1A80 46 47 48 49 50 51 52 53 54 55 56 57 Sellers Signature City of Kalispell Sellers Signature Buyers Signat&4121 5:43:60IDky�T, Cantrell �,;�09,,Ue onfiswH 4 Ya.We eitueff, , Fttem& 4 Buye`rS Slgnati M20215d7:20FXtdyie Cantrell Date/Time Date/Time 01/2512021 Date/Time 01125l2021 Date/Ti me 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 car be performed on the next business day. © 2016 MONTANA ASSOCIATION OF REALTORS@ Back -Up Offer Addendum, February 2016 Page 2of2 This form presented by Linda 0 Pistorese I Flathead Valley Brokers 1 (406) 752-0883 I lindap@fvbmt-com Instanet i 7 Ilk iL 2� N « r Z SJ .•. 4 A 0 N W [-I a a w a a d