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H1. Charles Hotel AgmtNW*0*46 -Wf CITY OF KALISPELL Report To: Doug Russell, City Manager Development Services 201 1"Avenue East - Kalispell, Montana 5991 Phone (406) 758-7940 From: Jarod Nygren, Development Services Director Subject: Charles Hotel and Parking Garage/Multi-family Extension Meeting Date: April 15, 2024 BACKGROUND: On March 25, 2024, Council held a work session regarding an extension request from the developer for the Eagles Lot mixed -use project and 3rd and Main Lot. At the work session Council indicated a desire to extend the agreements five years provided the developer is willing to pay the market value of the 3rd and Main Lot. Accordingly, in consideration of the extension request the attached agreement addendums would extend the executed agreements with stipulations that the developer pay quarterly payments to the City in the amount of $13,500.00 until such time as the purchaser comments construction of the minimum improvements. RECOMMENDATION: It is recommended that the Council move to approve and authorize the City Manager to execute agreement addendums for the Eagles Lot mixed -use project and 3rd and Main Lot. CONTRACT FOR PRIVATE DEVELOPMENT ADDENDUM This Contract for Private Development Addendum ("Addendum") is effective 2024. BETWEEN: City of Kalispell, Montana, a Montana municipal corporation (the "City") with offices at 201 1st Ave. E., Kalispell, MT 59901. AND: Kalispell Urban Resort Partners, LLC (the "Purchaser") of 208 1 It Ave. E., Kalispell, MT 59901. WHEREAS, the Parties entered into the Contract for Private Development on January 19, 2022 (the "Contract"). WHEREAS, the Parties desire to amend the Contract on the terms and conditions set forth in this Addendum. WHEREAS, this Addendum is the first amendment to the Contract, excluding prior agreements by the Parties to extend the deadlines set for in the Contract. NOW, THEREFORE, the Parties agree to amend their obligations in the existing Contract and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to keep, perform, and fulfill the promises, conditions, and agreements below: Section 1. Amendments. Section 1.1 Financing; Contingency Amendment. Section 3.4 of the Contract shall be amended as follows: This agreement shall be contingent upon Purchaser's ability to obtain financing for the Minimum Improvements, and if Purchaser is unable to obtain financing by March 31, 2029, this agreement shall be terminated, of no further force and effect, and the parties shall have no Rather obligation to each other. The property shall not be transferred to the Purchaser until this Contingency has been satisfied. Section 1.2 Commencement and Completion of Construction Amendment. Section 4.4 of the Contract shall be amended as follows: Subject to Unavoidable Delays, the Purchaser shall commence construction (submission of building plans) of the Minimum Improvements no later than March 31, 2029. Subject to Unavoidable Delays, the Purchaser shall have substantially completed the construction of the Minimum Improvements no later than June 30, 2031. All work with respect to the Minimum Improvements to be constructed or provided by the Purchaser on the Development Property shall be in conformity with the Construction Plans. The Purchaser shall make such reports to the City regarding construction of the Minimum Improvements as the City deems necessary or helpful in order to monitor progress on construction of the Minimum Improvements. Page 1 of 3 Section 1.3 Consideration for Extensions. As consideration for the extensions granted by the City in this Addendum and the Addendum to the Development Contract (executed contemporaneously with this Addendum), Purchaser agrees to pay quarterly payments to the City in the amount of $13,500.00 until such time as Purchaser commences construction (submission of building plans) of the Minimum Improvements. Such payments shall be made to the City by June 30, September 30, December 30, and March 30 of each year. Should Purchaser commence construction prior to its next payment due date, Purchaser shall pay the pro rata share of the payment to the City. Should Purchaser fail to make a payment under the terms of this Section, the Contract, the Development Contract, this Addendum, and the Addendum to the Development Contract shall be terminated, of no further force and effect, and the parties shall have no further obligation to each other. Section 2. No Other Changes. Except as otherwise expressly provided in this Agreement, all of the terms and conditions of the Contract remain unchanged and in full force and effect. All terms within this Addendum shall have the meanings given in the Contract unless a different meaning clearly appears from the context. CITY OF KALISPELL, MONTANA itz STATE OF MONTANA ) ) ss. County of Flathead ) Doug Russell, City Manager On this day of , 2024, before me, a Notary Public for the State of Montana, personally appeared Doug Russell, proved to me to be the person whose name is subscribed to the written 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. SEAL NOTARY PUBLIC for the State of Montana Printed Name: Residing at: My Commission expires: Page 2 of 3 Kalispell Urban Resort Partners, LLC By Montana Ilotel Development Partners, LLC Manager of Kalispell Urban Resort Partners, LLC By: BDD, LLC Member of tana(Hotel Development Partners, LLC By: — ----" BiI4 o dbe , Manager of BDD, LLC STATE OF ss. County of r-(NaT a tp ipic ) On this day of 2024, before me, a Notary Public for the State of ne) Zc� , personally appeared Bill Goldberg, as Manager of BDD, LLC, which is a Member of Montana Hotel Development Partners, LLC, which is the Manager of Kalispell Urban Resort Partners, LLC, proved to me to be the person whose name is subscribed to the written 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. rygfi�arar� KUSHAN PANDIT Notary Public Arizona MARICOPA County I �{� v Commission 11643170 °0u�Dl$x�� My Comm. Expires MARCH 21, 2027 NOrA�W PUBLIC for the State of. Zorq Printed Name:yskG ,� Residing at: hues, x My Commission exprres: _ c� 3� a2e� Page 3 of 3 CONTRACT FOR DEVELOPMENT ADDENDUM This Contract for Development Addendum ("Addendum") is effective , 2024. BETWEEN: City of Kalispell, Montana, a Montana municipal corporation (the "City") with offices at 201 1st Ave. E., Kalispell, MT 59901. AND: Kalispell Garage Apartment Partners, LLC (the "Developer") of 2081st Ave. E., Kalispell, MT 59901. WHEREAS, the Parties entered into the Contract for Development on October 6, 2022 (the "Development Contract"). WHEREAS, the Parties desire to amend the Development Contract on the terms and conditions set forth in this Addendum. WHEREAS, this Addendum is the first amendment to the Development Contract, excluding prior agreements by the Parties to extend the deadlines set for in the Development Contract. NOW, THEREFORE, the Parties agree to amend their obligations in the existing Development Contract and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to keep, perform, and fulfill the promises, conditions, and agreements below: Section 1. Amendments. Section 1.1 Financing; Contingency Amendment. Section 3.4 of the Contract shall be amended as follows: This agreement shall be contingent upon Developers' ability to obtain financing for the Minimum Improvements, and if Developer is unable to obtain financing by March 31, 2029, this Agreement shall be terminated, of no further force and effect, and the parties shall have no further obligation to each other. Section 1.2 Commencement and Completion of Construction Amendment. Section 4.4 of the Contract shall be amended as follows: Subject to Unavoidable Delays, the Developer shall continence construction of the Minimum Improvements no later than March 31, 2029. Subject to Unavoidable Delays, the Developer shall have substantially completed the construction of the Minimum Improvements no later than December 31, 2031. All work with respect to the Minimum Improvements to be constructed or provided by the Developer on the Development Property shall be in conformity with the Construction Plans. The Developer shall make such reports to the City regarding construction of the Minimum Improvements as the City deems necessary or helpful in order to monitor progress on construction of the Minimum Improvements. Page 1 of 3 Section 2. No Other Changes. Except as otherwise expressly provided in this Agreement, all of the terms and conditions of the Development Contract remain unchanged and in full force and effect. CITY OF KALISPELL, MONTANA Doug Russell, City Manager STATE OF MONTANA ) ) ss. County of Flathead ) On this day of , 2024, before me, a Notary Public for the State of Montana, personally appeared Doug Russell, proved to me to be the person whose name is subscribed to the written 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. F_4 WA'jr NOTARY PUBLIC for the State of Montana Printed Name: Residing at: My Commission expires: Page 2 of 3 Kalispel Garage Apartment Partners, LLC By Montana Hotel Development Partners, LLC Mana, er of Kalispell Garage Apartment Partners, LLC By: BDD, LLC Member of Mel By: STATE OF 6 Z ry\ ) ss. County of ,tea �6' ) Hotel Development Partners, LLC Goldberg, Manager of On this .1 \ day of � V�) , 2024, before me, a Notary Public for the State of 7 ()y--,A , personally appeared Bill Goldberg, as Manager of BDD, LLC, which is a Member of Montana Hotel Development Partners, LLC, which is the Manager of Kalispell Garage Apartment Partners, LLC, proved to me to be the person whose name is subscribed to the written 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. KUSHAN PANDIT o Notary Public Arizona MARICOPA County Commission U643170 M�C rniT. Expires MARCH 21, 2027 NOTA"ITL—IC for the State of Agri z�jv�q Printed Name: — Residing at: ,��,.,)x My Commission expires: 031-2 ©.) Page 3 of 3