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Assignment and Assumption of Lease to Kalispell LodgingIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIN Page: g1oof'144 Debbie Pierson, Flathead County MT by VS In/21/2022 3116 PM After recording, return to: City of Kalispell 312 11 Ave. E. Kalispell, MT 59901 ASSIGNMENT AND ASSUMPTION OF LEASE T IS ASSIGNMENT AND ASSUMPTION OF LEASE ("Assignment") is made effective the day of , 2022 (the "Effective Date"), by and between the CITY OF KALISPELL, a m icipal corporation ("Assignor'), and the KALISPELL AIRPORT ASSOCIATION, a Montana Corporation ("Assignee"), with reference to the following facts: t{ A. On September 6, 2022, Assignor, as Lessor, and Kalispell Lodging, LLC, a Montana Limited Liability Company ("Kalispell Lodging"), as Lessee, executed a written lease agreement pertaining to certain real property located at 1840 Highway 93 South, Kalispell, Montana 59901 �+ (the "Property") (the "Lease"), a copy of which is attached hereto and incorporated herein as Q' Exhibit "A" 'pp-Lovd i „g * Zo Z-W D o Z 3 (D ci ( B. Assignor desires to transfer all of its right, title and interest in the Lease to Assignee upon the terms and conditions set forth below and Assignee desires to assume the Lease upon the Qq� terms and conditions set forth below. VJ 661 NOW, THEREFORE, in consideration of the mutual promises and covenants contained OI herein and for valuable consideration, the receipt and sufficiency of which are hereby mutually LI)l acknowledged, the parties hereby agree as follows: # 1. Assignment of Lease. Assignor hereby grants, assigns and transfers to Assignee all of its right, title and interest in and to the Lease. 2. Duties and Obligations. Assignor hereby delegates to Assignee all of Assignor's duties and obligations under the Lease; and in consideration of the Lease herein being assigned to Assignee, Assignee hereby accepts this Assignment and agrees to assume and perform, and hereby assumes, all of the duties, obligations, covenants, agreements, promises, terms, conditions and provisions contained in the Lease to be observed, kept, performed or complied with by Assignor under the Lease from and after the Effective Date. 3. Lease Payment Allocation; No Security Deposits. Assignor warrants and represents that it has received full and timely Lease payments from Lessee under the Lease through the entire month of August, 2022. All future lease payments from Kalispell Lodging, LLC shall be made directly to, and accounted by, Assignee. There are no security deposits pertaining to the Lease. Assignment and Assumption of Lease IIIIIIIIIII�IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII�IIIIIIII�II Page: 2 of202200027424 Fees: $112100 10/21/2022 3:16 PM 4. Assianor's Additional Warranties and Representations. Assignor further warrants and represents that the Lease is in full force and effect, that its interest therein is free and clear from all encumbrances, and that it has fully performed all covenants and obligations under the Lease and has not done or permitted any act in violation of the covenants contained in the Lease. 5. Lease Effect. Except as specifically set forth herein, nothing in this Assignment shall be deemed to waive or modify any of the provisions of the Lease. The Lease shall remain in full force and effect. 6. Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. As used herein, "counterparts" shall include full copies of this Assignment signed and delivered by facsimile transmission or by electronic mail ("e-mail") correspondence, as well as photocopies of such facsimile transmission or e-mail correspondence. 7. Binding Effect. The provisions of this Assignment shall be binding upon and inure to the benefit of the heirs, representatives, successors and assigns of the parties hereto. IN WITNESS WHEREOF, the parties have executed this Assignment as of the Effective Date. Signatures are on the following pages Assignment and Assumption of Lease STATE OF MONTANA ss. County of Flathead 1111111111111111111111IN1111 Page: 3 of 144 Fees: $112.00 10/21/2022 3:16 PM ASSIGNOR: CITY OF KALISPELL a municipal corporation By: City Manager On this 21,v day of022, before me, a Notary Public for the State of Montana, personally appeared u � ( , City Manager of the City of Kalispell, a body politic and corporate created by MJntana State Statutes, and proved to me to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove first written. p,11vIEE BRUNCKHORSI NOTARY PUBLIC for the PUNCK 09 ; State of Montana 4 TARIALN`= Residing at a SEAL =a` Lakeside, Montana •,'9TF",� My Commission Expires I °O F"'0�� December 04, 2024 Assignment and Assumption of Lease NO ARV PUBLIC State of Montana Residing at: My Commission expires: IIIII�I IIII IIIIIIIII�IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII�IIIIIIIIIIIIIII IIIIIIII IIII Page: 4 of 14 4 Fees: $112.00 10,21/2022 3:16 PM ASSIGNEE: KALISPELL AIRPORT ASSOCIATION, a Montana comoration By: Name: � Signatory STATE OF MONTANA ) ss. County of Flathead ) Authorized On this _[�_ day of Cam, 2022, before me, a Notary Public for the State of Mrr)+ar,a personally appeared7ap1, n nCl awn , as Authorized Signatory of the Kalispell Airport Association, a Montana Corporation, proved to me to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove first written. Hoch KATIE HOCKETT �NOTa+ � NOTARY PUBLIC for the SEAL * State of Montana Residing at Kalispell, Montana P�v Mx Commission Expires oc f January 7, 2025 Assignment and Assumption of Lease NbrA'M'Pb90C State of Montana Residing at: My Commission ex ires:jan "7 , Qaas 4 After recording return to: Cusick, Farve, Mattick & Michael, P.C. P.O. Box 1288 Bozeman, MT 59771-1288 IIIIII�III�IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII�IIIIIIII�II Page: S of 14 4 Fees: $112.00 10/21/2022 3:16 PM --�o��onisZ3�i� / Page: 1 of 10 Fees: ggB0.pp0 Dabble Pierson, Flathead County MT by 7W 9/7/2022 1:25 Pfl LEASE OF KALISPELL CITY PROPERTY TO KALISPELL LODGING, LLC This Lease Agreement (the "Agreement") entered into as of the j2j!"-day of 2022 ("Effective Date'), by and between the City of Kalispell, a body politic and co ate created by Montana State Statutes ("Lessor"), and Kalispell Lodging, LLC, a Montana Limited Liability Company, of 857 W. Washington Street, Suite 301, Marquette, MI 49855 ("Lessee"). WITNESSETH: WHEREAS, Lessor now owns, controls, and operates the Kalispell City Airport (the "Airport") and adjacent real property in the City Kalispell, County of Flathead, State of Montana; WHEREAS, Lessee is constructing a hotel and conference center facility adjacent to the Kalispell City Airport and requires parking space that exceeds the amount of land that it owns; and WHEREAS, it is in the best interests of the Lessor to lease a portion of its airport property and adjacent real property to the Lessee for the purposes of fulfilling the Lessee's parking requirements of the hotel and conference facility. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties hereby agree as follows: ARTICLE I TERM The term -of this Agreement shall be for a period of NINETY-NINE (99) years, commencing on the Effective Date, and continuing for ninety-nine years, unless earlier terminated under the provisions of this Agreement. ARTICLE II LEASED PREMISES Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the following premises comprising 52,341 square feet, described as shown by maps and legal description attached hereto as Exhibit "A" and incorporated fully herein by this reference. Lease of Kalispell City Property to Kalispell Lodging, LLC — Page I IIIII�IIIIIIIIIIIIIII�IIIIIIIIIIIIIIIIIIIIIIIIIIIIII'IIIIIIIIIII'lllllllllllllllllllllll Page: 6 of220002742 Fees: §312.00 202200023691 10/21/2022 3:16 PM Page: 2 of 10 Fees: $80.00 9/7/2022 1:25 PM ARTICLE III RIGHTS AND OBLIGATIONS OF LESSEE A. Required Services. Lessor hereby grants a leasehold to Lessee in the above -described premises, and Lessee agrees to maintain a hotel, conference center and restaurant facility consistent with the plans it submitted and were accepted by the City of Kalispell in the Planned Unit Development Agreement dated May 2006. Lessee further agrees that it and its assigns are bound to continue to operate the hotel, conference center and restaurant facility during the term of the lease and that the lease shall terminate if those services are ever discontinued. B. Wellhead Protection. The City of Kalispell owns and operates a water well site contiguous to the above -described leased premises. The City completed a Source Water Delineation and Assessment Program designed to protect a portion of the underground aquifer that provides potable water to the City's five groundwater wells. The program reduces the threat of groundwater contamination by controlling the type of uses that can occur within a 100-foot radius of each well (i.e., the CONTROL ZONE). The following is a list of uses that the Lessee is not permitted within the CONTROL ZONE. 1. Discharge. Lessee shall not discharge, or cause, or permit the discharge of regulated substances to the groundwater or surface water that may have a deleterious affect on the groundwater in the City, unless the discharge complies with federal, state, and local regulations. 2. Septic Tank Systems. No septic system, wastewater disposal system, sewer pipe, sewage lift station, French drain, or class V injection well, shall be located within the CONTROL ZONE. 3. On -Site Sewage Disposal. Lessee shall not place, maintain, or operate on -site sewage disposal from a septic tank or wastewater treatment plant within the CONTROL ZONE upon any lot abutting any portion of any public street in which such portion of such street a public sewer is laid. Lessee shall not place, maintain, or operate on -site sewage disposal such as a septic tank system within the CONTROL ZONE. 4. Petroleum Products. Lessee shall not discharge any petroleum product(s), treated or untreated, in the CONTROL ZONE. 5. Underground Storage Tanks. No underground storage tanks used to store regulated substances may be installed in the CONTROL ZONE for any type of purpose. 6. Dry Wells and/or Storm Water Detention Ponds. Lessee shall not direct the discharge of any regulated substance, directly or indirectly, into the groundwater by the use of a dry well, detention pond, retention pond, or storm water swale. 7. Solid Waste Disposal. It shall be unlawful to place or maintain any solid waste disposal, transfer, or processing facility, or any hazardous material waste disposal, transfer, or processing facility within the CONTROL ZONE. 8. Storage Containers. All regulated substances outside of the CONTROL ZONE shall be stored in suitable containers to reduce the chance for the substances to be accidentally Lease of Kalispell City Property to Kalispell Lodging, LLC — Page 2 IIIIIII III ININ Page: 7of7144 Fees: $112.00 202200023691 10/21/2022 3:16 PM Page- 3of10 Fee,: $80.00 9/7/2022 1:25 PM introduced into the environment. These storage containers shall be product -tight and shall be provided with secondary containment. Defective storage containers shall be removed from service for repair or disposal in accordance with local, state, and federal standards. 9. Secondary Containment. Where secondary containment is required, it shall be constructed of a material of sufficient structural integrity and composition to contain the required capacity of liquids and not be structurally weakened because of contact with the discharge of the regulated substance to be contained. The material shall be free of cracks, joints, gaps, or other imperfections, which would allow leakage through the containment material. This containment can take many forms such as trays under containers, floor curbing or other systems designed to hold materials or liquids that may discharge from containers holding regulated substances. C. Compliance with Laws. Lessee shall comply with all federal, state and local laws, rules and regulations which may apply to the conduct of the business contemplated, including rules and regulations promulgated by Lessor, and Lessee shall keep in effect and post in a prominent place all necessary and/or required licenses or permits. D. Maintenance and Repair. Lessee shall be responsible for the maintenance and repair of the leased premises and shall keep and maintain the leased premises in good condition, order and repair, and shall surrender the same upon the expiration of this Agreement, in the condition in which they are required to be kept, reasonable wear and tear and damage by the elements not caused by Lessee's negligence excepted. E. Parking and Access for Red Eagle Aviation. Until such time as the airport expansion is completed and the business known as Red Eagle Aviation is moved from its present location next to the subject premises, ten parking spaces within Tract 4 of the leased premises shall be designated as daytime (6:00am to 6:00pm) reserved parking for employee and guest parking of Red Eagle Aviation and used by Red Eagle Aviation for fuel truck access to its leased premises. ARTICLE IV APPURTENANT PRIVILEGES Use of Airport Facilities. Lessee shall be entitled, in common with others authorized, to the use of all facilities and improvements of a public nature which now are or may hereafter be connected with or appurtenant to the Airport, including the use of landing areas, runways, taxiways and aircraft parking areas designated by Lessor. ARTICLE V PAYMENTS A. Lease Rate. In consideration of the rights and privileges granted by this Agreement, Lessee agrees to pay to Lessor during the first year of the term of this Agreement the sum equal to $.25 per square foot per year. B. Payments. The annual lease payment specified above shall be paid annually no later than the I' day of July, the first payment, being prorated and paid in advance on the Effective Date of this Agreement. C. Lease Rate Escalation. Commencing on July 1, 2024, the Lease Rate shall be increased to reflect a three percent annual increase in the lease rate with the annual per square foot rate rounded to the nearest penny. The first Lease Rate Escalation shall occur on July 1, 2024 and shall increase the Lease Rate to ($.2652 basis) $.27 cents per square foot per year. The Lease Rate shall thereafter increase on July 1st on the third year of every year thereafter to reflect a three Lease of Kalispell City Property to Kalispell Lodging, LLC — Page 3 �III�IIIIIIIIIIIIIIIIIIIIIIIIIIIII(IIIIIIIIIIIIIIIIIIIIIIIIIIII)IIIIIIIIIIIIIIIIIII�II Page: 8 of 144 Fees. $112.00 202200023691 10/ 21/ 2022 3:16 PM Page: 4of10 Fees: $80.00 9/7/2022 1:25 PH percent annual increase in the lease rate with the annual per square foot rate rounded to the nearest penny. For purposes of clarity, the second Lease Rate Escalation will occur on July 1, 2027, and every third year thereafter until the expiration of this Lease. The annual lease rates and lease escalation is set forth on the Land Lease Schedule attached hereto and incorporated herein by this reference. D. Delinquency Charge. A delinquency charge of 5% per month shall be added to payments required which are rendered more than ten (10) days delinquent. E. PIace of Payment. All payments due Lessor from Lessee shall be delivered to the City of Kalispell at P.O. Box 1997, Kalispell, MT 59903-1997. ARTICLE VI UTILITIES Lessee shall have the right to use the utility service facilities located on the Premises at the commencement of the term of this Agreement. In the event Lessee fails to pay any utility bills when due, Lessor may, at its option, pay the same and collect from Lessee the amounts so disbursed, plus interest at the rate of I % per month or fraction thereof. ARTICLE VII INSURANCE A. Required Insurance. Lessee shall obtain and maintain continuously in effect at all times during the term of this Agreement, at Lessee's sole expense, General Liability coverage on the premises in the minimum amount of $750,000 per occurrence and $1,500,000 aggregate which policy shall name the City of Kalispell as an additional named insured. These minimums shall be adjusted accordingly in the event Montana Law is amended to increase the liability limits of local governments. B. Notice. Lessor agrees to notify Lessee in writing as soon as practicable of any claim, demand or action arising out of an occurrence covered hereunder of which Lessor has knowledge, and to cooperate with Lessee in the investigation and defense thereof. ARTICLE VIII INDEMNIFICATION To the extent not covered by insurance carried in favor of Lessor, Lessee shall keep and hold harmless Lessor from and against any and all claims, demands, suits, judgments, costs and expenses asserted by any person or persons, including agents or employees of Lessor or Lessee, by reason of death or injury to persons or loss or damage to property, resulting from Lessee's operations; or anything done or omitted by Lessee, under this Agreement except to the extent that such claims, demands, suits, judgments, costs and expenses may be attributed to the acts or omissions of Lessor or its agents or employees. ARTICLE IX ASSIGNMENT This agreement, or any part thereof, may not be assigned, transferred or subleased by Lessee, by process or operation of law or in any other manner whatsoever, without the prior written consent of Lessor, which consent shall not be withheld unreasonably. Lease of Kalispell City Property to Kalispell Lodging, LLC — Page 4 fIIIIII II II I IIIIIIII IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII1111111111111111I IIIIN IN Page: 9 of7 424 Fees: $112.00 202200023691 10/21/2022 3:16 PM Page: 6 of 10 Fees: $80.00 9/7/2022 1:25 PM ARTICLE X NON-DISCRIMINATION Notwithstanding any other or inconsistent provision of this Agreement, during the performance of this Agreement, Lessee, for itself, its heirs, personal representatives, successors in interest and assigns, as part of the consideration for this Agreement, does hereby covenant and agree, as a covenant running with the land, that: A. No person on the grounds of race, color, religion, sex, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in; the use of the Premises. B. In the construction of -any improvement on, over or under the Premises, and the famishing of services therein or thereon, no person on the grounds of race, color, religion, sex or national origin shall be excluded from participation in, denied the benefit of, or otherwise be subjected to discrimination; C. Lessee shall use the Premises in compliance with all other requirements imposed by pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation -Effectuation of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended. D. In the event of breach of any of the above non-discrimination covenants, Lessor shall have the right to terminate this Agreement and to reenter and repossess the Premises and hold the same as if said Agreement had never been made or issued. This provision does not become effective until the procedures of 49 CFR Part 21 have been followed and completed, including expiration of appeal rights. ARTICLE XI REQUIREMENTS OF THE UNITED STATES This Agreement shall be subject and subordinate to the provisions of any existing or future agreement between Lessor and the United States, or any agency thereof, relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development or operation of the Airport provided, however, that Lessor shall, to the extent permitted by law, use its best efforts to cause any such agreements to include provisions protecting and preserving the rights of Lessee in and to the Premises, and to compensation for the taking thereof, interference therewith and damage thereto, caused by such agreement or by actions of Lessor or the United States pursuant thereto. ARTICLE XII DEFAULT AND TERMINATION A. Termination by Lessee. This Agreement shall be subject to termination by Lessee in the event of anyone or more of the following events: 1. The default by Lessor in the performance of any of the terms, covenants or conditions of this Agreement, and the failure of Lessor to remedy, or undertake to remedy, to Lessee's satisfaction, such default for a period of thirty (30) days after receipt of notice from Lessee to remedy the same. 2. Damage to or destruction of all or a material part of the Premises necessary to the Lease of Kalispell City Property to Kalispell Lodging, LLC — Page 5 I�II��IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII�II Pege: 10 of 14 Fees: $112.00 202200023691 10/21/2022 3:16 PM Page: 6 of 10 Fees: $80.00 9/7/2022 1:25 PM operation of Lessee's business. 3. The lawful assumption by the United States, or any authorized agency thereof, of the operation, control or use of the Airport, or any substantial part or parts thereof, in such a manner as to restrict substantially Lessee from conducting business operations for a period in excess of ninety (90) days. B. Termination by Lessor. This Agreement shall be subject to termination by Lessor in the event of anyone or more of the following events: 1. The default by Lessee in the performance of any of the terms, covenants or conditions of this Agreement, and the failure of Lessee to remedy, or undertake to remedy, to Lessor's reasonable satisfaction, such default for a period of thirty (30) days after receipt of notice from Lessor to remedy the same. 2. Lessee files a voluntary petition in bankruptcy, including a reorganization plan, makes a general or other assignment for the benefit of creditors, is adjudicated as bankrupt or if a receiver is appointed for the property or affairs of Lessee and such receivership is not vacated within thirty (30) days after the appointment of such receiver. C. Exercise. Exercise of the rights of termination set forth in Paragraphs A and B, above, shall be by written notice to the other party within thirty (30) days following the event giving rise to the termination. D. Removal of Property. Upori termination of this Agreement for any reason, Lessee, at its sole expense, shall remove from the Premises all signs, trade fixtures, furnishings, personal property equipment and materials, which Lessee was permitted to install or maintain under the rights granted herein. If Lessee shall fail to do so within thirty (30) days, then Lessor may effect such removal or restoration at Lessee's expense, and Lessee agrees to pay Lessor such expense promptly upon receipt of a proper invoice therefore. E. Causes of Breach: Waiver. 1. Neither party shall be held to be in breach of this Agreement because of any failure to perform any of its obligations hereunder if said failure is due to any cause for which it is not responsible and over which it has no control; provided, however, that the foregoing provision shall not apply to failures by Lessee to pay fees, rents or over charges to Lessor. 2. The waiver of any breach, violation or default in or with respect to the performance or observance of the covenants and conditions contained herein shall not be taken to constitute a waiver of any such subsequent breach, violation or default in or with respect to the same or any other covenant or condition hereof. ARTICLE XIII ARBITRATION Except as provided in Paragraph I of Article V of this Agreement, all claims or disputes arising out of or relating to this Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then obtaining. Notice of the demand for arbitration shall be filed in writing with the other patty to the Agreement and with the American Arbitration Association and shall be made within a reasonable time after the claim or dispute has arisen. The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Lease of Kalispell City Property to Kalispell Lodging, LLC — Page 6 IIIIIAIII�IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII�II P202200027424 age: 11 of 14 Fees: $112.00 202200023691 10/21/2022 3:16 PM Page: 7 of 10 Fees: $80.00 9/7/2022 1:25 PM Except by written consent of the person or entity sought to be joined, no arbitration arising out of or relating to the Agreement shall include, by consolidation, joinder or in any other manner, any person or entity not a party to the Agreement, unless it is shown at the time the demand for arbitration is filed that (1) such person or entity is substantially involved in a common question of fact or law; (2) the presence of such person or entity is required if complete relief is to be accorded in the arbitration; and (3) the interest or responsibility of such person or entity in the matter is not insubstantial. The agreement of the parties to arbitrate claims and disputes shall be specifically enforceable under the prevailing arbitration law. Pending final decision of the arbitrator or arbitrators, the parties shall proceed diligently with the performance of their obligations under this Agreement. ARTICLE XIV MISCELLANEOUS PROVISIONS A. Entire Agreement. This Agreement constitutes the entire understanding between the parties, and as of its Effective Date supersedes all prior or independent agreements between the parties covering the subject matter hereof, including, without limitation, that certain Lease Agreement entered into July 12, 2006 by and between the City and Kalispell Hotel, LLC, recorded on December 1, 2006 as Instrument No. 2006-335-16220, records of Flathead County, Montana. Any change of modification hereof must be in writing signed by both parties. B. Severability. If a provision hereof shall be finally declared void or illegal by any court or administrative agency having jurisdiction, the entire Agreement shall not be void, but the remaining provisions shall continue in effect as nearly as possible in accordance with the original intent of the parties. C. Notice. Any notice given by one party to the other in connection with this Agreement shall be in writing and shall be sent by registered mail, return receipt requested, with postage and registration fees prepaid: 1. If to Lessor, addressed to: City Manager P.O. Box 1997 Kalispell, MT 59903-1997 2. If to Lessee, addressed to: Kalispell Lodging, LLC Attn: Robert Mahaney 857 W. Washington Street, Suite 301 Marquette, MI 49855 Notices shall be deemed to have been received on the date of receipt as shown on the return receipt. D. Headings. The headings used in this Agreement are intended for convenience of reference only and do not define or limit the scope or meaning of any provision of this Agreement. E. Governing Law. This Agreement is to be construed in accordance with the laws of the State of Montana. Lease of Kalispell City Property to Kalispell Lodging, LLC — Page 7 I�IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII�IIIIIIIIIIIII�II P202200027424 age: 12 of 14 Fees. $112.00 202200023691 10/21/2022 3:16 PM Page: 8of10 Fees: $80.00 9/7/2022 1:25 PH I1V WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. LESSOR: CITY OF KALISPELL By: �Aity Manager Lease of Kalispell City Property to Kalispell Lodging, LLC — Page 8 LESSEE: KALISPELL LODGING, LLC aaMMontana limited liability company Robert Mahaney, Manger 1111111111111111111IN Page: 13 of 14 Fees: $112.00 202200023691 10/21/2022 3:16 PM Page: 9 of 10 Fees; $80.00 9/7/20221:25 PM STATE OF MONTANA . ss. County of Flathead On this day of 6a4 2022, before me, a Notary Public for the State of Montana, personally appeared `% City Manager of the City of Kalispell and proved to me to be the person whoA name is subscribed to the within instrument, and acknowledged to me that he executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove first written. TALACI J. FFAUSKE NOTARY PUBLIC for the * SEAL * Q `��oFbop� state of Montana Residing at Kalispell, Montana MY Commission Expires January 16, 2024 STATE OF ) ss. County of �d N104('. —3 • Tazk, TN TARY PUBLIC State of Montana Residing at: My Commission expires: On this A day of v5t 2022, before me, a Notary Public for the State of personally appeare obert Mahaney, as Manager of Kalispell Lodging, LLC, a Montana limited liability company, proved to me to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove first written. ------------ TALACI J. FAUSKE ,,Q`p ot^Ri s NOTARY PUBLIC for the * SEAL off, State of Montana Residing at Kalispell, Montana My Commission Expires January 16, 2024 Lease of Kalispell City Property to Kalispell Lodging, LLC — Page 9 NOTARY PUBLIC State of Residing at: My Commission expires: 111111�1111111111111111111111111111111111Hill Hill 1111111111111111111111111111111111111111111111 Pege°14 of 14 Fees. $112.00 02200023691 10/21/2022 3:16 PM pe: 10 ai 10 ss80.00 9/7/2022 1:25 PN EXHIBIT A LOCATED IN THE NW 114 OF SECTION 20, T. 28 N., R. 21 W., P.M.M., CITY OF KALISPELL, FLATHEAD COUNTY, MONTANA T71 j LEOALOESCRIPOON / -P1'0 LIAISE PARCEL A 1-S F_ I f J r A PORTION OF LOT 2A AMENDED PLAT OF LOT Z BLOCK 1, AINPORTADOITDN TO K/WSPELLLOCATED N THE NORTHWESTON04UL`(ARTER/` OW IN) OF SECTION 20. TOWNSHIP P 25 NORTH RANGE 21 WEST, PRINCIPAL MERIDIAN MONTANA, CITY OF KALISPELL. FLATHEAD COUNTY. MONTANA MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF TRACT IA AMENDED PLAT OF LOT Z BLOCK 1. AIRPORT ADDITION TO KALISPELL SAD PONT BEING ON THE WESTERLY RIGHT OF WAY OF US HIGHWIAY63: THENCE ALONG THE WESTERLY RIGHT OF WAY OF SAD US HIGHWAY 93 W414WO A DISTANCE OF SM.05 FEET TO A POINT ON THE EASTERLY BOUNDARY OF LOT 2A, AMEN = PLAT OF LOT Z BLOCK 1. AIRPORT ADDITION TO KAUSPELL SAID POINT ALSO BEING THE TRUE FONT OF BEGNIBNG FOR LEASE PARCEL A THENCE L EAVNG SAD RIGHTOF WAY SW FZIW A DISTANCE OF 44A5 FEET 10 A POINT ON THE EASTERLY BOUNDARY OF TRACT to AMENOEDPtAT OF LOT Z BLOCK 1. AIRPORTADDRDN TO KAUSPELW THENCEALONG THE EASTERLY BOUNDARY OF SAID TRACT lA N29'4012 W A DISTANCE OF I= FEETTO APONTON THE NORTHERN BOUNDARY OF SAID TRACT IN THENCE ALONG THE NORTMELLY BOUNDARY OF SNDTRACT iAS60'20 m ADISTANCE 107.05 FEET TO POINT ON THE EASTEIO.Y BOUNDARY OF PARCEL 1 OF CERTIFICATE OF SURVEY 1272P, THENCE ALONG THE EASTERLY BOUNDARY OF SAID PARCEL 1 N29.15GSWADISTANCE OF T4.50 FEET TO A POINT ON THE SOUTHERLY BOUNDARY OF LOT 1A RESIIBDNISION OF LOT I. BLOCK 1. ARPORTADDITION TO KALISPELL SUBDIVISION 140.73. THENCE ALONG THE SOUTHERLY BOUNDARY OF SAD LOT 1A N50Y4VYE A DISTANCE OF TOYS TO A POINT ON THE SOUTHEAST CORNER OF SAD LOT to AND WESTERLY RIGHT OF WAY OF US HIGHWAY St THENCE ALONG THE WESTERLY RIGHT OF WAY OF US HIGHWAY93 S29'2M4re A DISTANCE OF 85.09 FEET TO THE TRUE POUR OF WOW". AREA CONTAINING 027 ACRES, MORE OR LESS. LEASE PARCEL B A PORTION OF PARCEL 1. CERTIFICATE OF SURVEY 12720 LOCATED IN THE NORTKWSSIT ONE -QUARTER (MV 114) OF SECTION 20, TOWNSHIP 26 NORTH. RANGE 21 WEST. PRINCIPAL MERDNN MONTANA, CITY OF KALISPELL FLATNEIDCOUNTY. MONTANA MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENDING AT THE SOUTHEAST CORNER OF TRACT 1A AMENDED PLAT OF LOT Z BLOCK 1. AIRPORT ADDITION TO KAUSPE4. SAD POINT BEING ON THE WESTERLY RIGHT OF WAY OF US HIOHWAY 93: THENCE ALONG THE WESTERLY RIGHT OF WAY OF US HIGHWAY 93 NO8'34'4SW A DISTANCE OF 00.14 TO A POUR ON THE NORTHEAST CORNER OF LOT 2A AMENDED PLAT OF LOT Z BLOCK 1, AIRPORT ADDITION TO KQAPB14 THENCE LEAVING THE WESTERLY RIGHT OF WAY OF SAD SW1499W A DISTANCE OF 160.75 FEET TO POINT ON THE EASTERLY BOUNDARY OF SA O PARCEL 1 OF CERTIFICATE OF SURVEY 1272%SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING FOR LEASE PARCEL 6: THENCE ALONG THE EASTERLY BOUNDARY OF BAD PARCEL I S29.15USE A DISTANCE 7440 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF TRACT lA AMENDED PLAT OF LOT 2, BLACK 1, AIRPORT ADDITION KALISPELL: THENCE ALONG THE NORTHERLY BOUNDARY OF SAID TRACT 1A SW'2D57W A DISTANCE OF 27.10 FEET TO A PONC THENCE ALONG THE WESTERLY BOUNDARY OF TRACT to 5299778E A DISTANCE OF76.5S TO A POINT: THENCE SMFItI9W A OISTAMM OF 113.32 FEET TO THE NORTHWEST CORNER OF SAID TRACT IA AND THE EASTERLY BOUNDARY OF A DEED EXHIBIT RECORDED N BOOK SOX, PAGE 117: THENCE SWISV2'W A DISTANCE OF 73.33 FEET TOA POINT; 7HENCE N29'44'4TW A DISTANCE OF 140.75 FEET TO POINT ON THE SOUTHERLY BOUNDARY OF LOT 1A RESUBDIVISION OF LOT 1. BLOCK 1. AIRPORT AODTION TO KALISPELL SUMVISION NO.73: THENCE ALONG THE SOUTHERLY BOUNDARY OF SAD LOTIA N80'14V91E A DISTANCE OF 224.45 FEET TO THE TRUE POINT OF BEGINNING. AREA CONTAINING 0J1 ACRES. MORE OR LESS. LEASE PARCEL C A PORTION OF GEED EXHIBIT RECORDED IN BOOK 507, PAGE 117 LOCATED N THE NORTHWEST ONE-0UARTER (NW 19) OF SECTION m. TOWNSHIP 28 NORTH RANGE 21 WEST. PRP40PAL MERIDIAN MONTANA. CITY OF KIDISPEL., FLATHEAD COUNTY MIXRANAMORE PARTICULARLY DESCRIBEDAS FOLLOWS: COMMENCNO AT THE SOUTHEAST CORNER OF TRACT 1A. AMENDED PLAT OF LOT Z BLOCK 1. AIRPORT ADDITION TO KALISPELL SAID POINT BEING ON THE WESTERLY RIGHT OF WAY OF US HIGHWAY 93: THENCE ALONG THE SOUTHERLY BOUNDARY SAID TRACT 1A 8110R417W ADISTANCEOF 2N.01 FEET TO POINT ON THE SOUTHWEST CORNER OF SAID TRACT 1AAND THE EASTERLY BOUNDARY OF DEED EXHIBIT RECORDED IN BOOK 507, PACE 117, THENCE ALONG THE WESTERLY BOUNDARY OF END TRACT to N29'44'47W A DISTANCE OF221.10 FEET TO POINT ON THE SOLTHEW CORNER OF TRACT 1 OF OERFWVATE OF SURVEY ISM. SAD POINT ALSO BEING THE TRUE POINT OF BEGNNING FOR LEASE PARCEL C. THENCE ALONG THE SOUTHERLY BOUNDARY OF SAID TRACT 1960'16Y3W A DISTANCE Of 13.33 FEET TO A POINT' THENCE N29'44'47iY ADISTANCE OF 205.67 FEET TO A PORK; THENCE SINFIVO VA DISTANCE OF AAO FEET TO POINT. THENCE N28'4N7W A DISTANCE OF TILT1 FEET TO PONT ON THE 80UT1ffRLY BOUNDARY OF PARCEL 1 OF CERTIFICATE OF SURVEY 1272H1•M, THENCE ALONG THE SOUTHERLY BOUNDARY OF SAID PARCEL I. N50'IS68B A DISTANCE OF 7233 FEET TO THE NORTHHWEST CONNEROF TRACT IA AM89M FLAT OF LOT Z BLOCK 1. AIRPORT ADDITION TO KALISPELL; THENCE ALONG THE WESTERLY BOUNDARY OF SAID TRACT to 329'4f47E A DISTANCE OF 275E FEET TO THE TRUE POINT OF BEGINNING. AREA CONTAINING 0.1E ACRES, MORE OR LESS. LEASE PARCEL D A PORTION OF USED EXHIBIT RECORDED IN BOOK SIM, PAGE III LOCATED IN THE NORTHWEST CNE4UARTER (NW 1141 OF SECTION 20. TOWNSHIP 26 NORTH RANGE 21 WEST. PRINCIPAL MERIDIAN MONTANk CITY OF KALISPELL FLATHEAD COUNTY, MONTANA MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF TRACT fA AMENDED PLAT OF LOT Z BLOCK 1, AIRPORT ADDITION TO K WSPELL, SAID FONT BEING ON THE WESTERLY RIGHT OF WAY OF US HIGHWAY23; THENCE ALONG THE SOUTHERLY BOUNDARY SAID TRACT IA SW24W VA DISTANCE OF 300.01 FEET TO A POINT ON THE SOUTHWEST CORNER OF SAID W TRACT IA AND THE EASTERLY BOUNDARY OF A DEE%HIBITREOORDW IN BOOK WT. PAGE 117. SAD POINT ALSO BEING THE TRUE POW OF BEGINNING FOR PAR CEL CEL 0; THENCE LEAVING SAD WESTERLY BOUNDARY OF SAD TRACT 1A AND THROUGH SAD DEED EKHIBR RECORDED IN 800E 607. PACE I I I SSY2807W A GISTANCE OF 12.72 FEET; THENCE N29'4V47W ADISTANCS OF I"A FEET THENCE N50'1S'U'E A DISTANCE OF 18.33 FEET TOAPOINT ON THE WESTERLY BOUNDARY OF SAID TRACT ik THENCE ALONG THE WESTERLY SOUNDARYOF SAID TRACT 1A S2W4C0T A DISTANCE OF I"M FEETTO THETRUE POINT OF BEGINNING. AREA CONTAINING 0.04 ACRES. MORE OR LEM. CERTIFICATE OF SURVEYOR L KEDH BELDEN. PROFESSIONAL ENGINEER AND LAND SURVEYOR 00 HEREBY CERTIFY THAT THIS DESCRIPTION WAS MADE UNDER MY SWERVISION DURING THE MONTH OF AUGUST202z�_��1�1A I OATEDTHIS 4, ,DAYYOF AUGUST .2M St.�4�,1k,% �.V((�fI►� .^ KEITH� W: KERM BSLCEN jrn ' ^ N MONTANA REGISTRATION NO.106B2IM 1 92ES JG;' � s GLU&�LP�: Fv.05Mm" Abu4Maw OMWNOY Morrison v 40N=Aff 4N01 vERI°( AA UK= . t075 � M a ierl e FLDINK-«� U.- WWSPTiI MONTANA • �111PANAlIM 011TE: F� FIFE7WWB(rt LEME EXMIBIT 2 OF 2 PBa04 9Y Q4Y4 dro an Avy1000II "9