Purchase of Thompson/Pingree Trust PropertiesLaw Office of
AMBROSE G. MEASURE
33 Second Street East
Kalispell. Montana 59901
Ambrose G. Measure
Bruce A. Measure
Attorneys at Law
July 28, 1999
Glen Neier, City Attorney
City of Kalispell
P.O. Box 1997
Kalispell, MT 59903
RE: Purchase of the Thompson/Pingree Trust Properties
Dear Glen:
Mailing Address:
P.O. Box 918
Kalispell, MT 59903
Phone: (406) 752-6373
FAX: (406) 752 7168
We spoke some time ago regarding the City's purchase of Lots 3, 4, 5, 6, 7, 8, and 9 of Block
76 of Kalispell Original Townsite. You will note in the attached Agreement to Sell and Purchase that
the purchase price is $265,000.00, and that the purchase is subject to all existing liens and
encumbrances, givin the City the opportunity. to review the title report and accept or reject based
upon that report. The only existing lease is a lease with Flathead Valley Alano Club, Inc. that expires
in February, 2002. You indicated that this existing lease would not be a deterrent for the City. If so,
it is something that can be discussed.
Please review and provide me with duplicate originals signed by the City Manager on behalf
of the City of Kalispell. Upon receipt 1 will obtain signatures from the Trustees for the two Trusts
which own the property. Thanks.
Since
�Cr '
A- M e
BAM/dla
Enclosure
AGREEMENT TO SELL AND PURCHASE
(Including Earnest Money Receipt)
This contract stipulates the terms of sale of this property. Read carefully before
signing (including information on reverse side). This is a legally binding contract. If not understood,
seek competent legal advice.
Kalispell, Montana, August 1999
THE CITY OF KALISPELL, of P.O. Box 1997, Kalispell, Montana 59903, hereinafter
called "BUYER" agrees to purchase, and the undersigned SELLERS, DEBRA A. THOMPSON of
2190 Bay Street #301, San Francisco, California 94123, and SUSAN M. THOMPSON of 85
Hiickox Rd., Novato, California 94947, as Trustees of the "David E. Thompson Revocable Trust",
and HUGH PINGREE of 1001 Wilder Avenue, Apt. # 1104, Honolulu, Hawaii 96822, as Trustee
of the "Hugh R. Pingree, Jr., Revocable Living Trust", agree to sell the following described real
estate hereinafter referred to as "premises" commonly known as 420 1" Avenue East in the City of
Kalispell, County of Flathead, Montana, legally described as: --
Lots 3, 4, 5, 6, 7, 8, and 9 of Block 76 of Kalispell, Montana,
according to the plat thereof on file in the office of the Clerk and
Recorder of Flathead County, Montana.
EXCEPTING THEREFROM the Southerly 5 feet of Lot 9 when
measured parallel with the South boundary line of Lot 9 of Block 76.
(Hines Property)
I. RECEIPT FOR EARNEST MONEY
The undersigned SELLER hereby acknowledges receipt from BUYER of earnest
money in the amount of FIVE THOUSAND U.S. Dollars ($5,000.00).
IL PURCHASE PRICE
Total Purchase Price is TWO HUNDRED SIXTY FIVE THOUSAND U.S. Dollars.
($265,000.00) payable as follows:
$5,000.00 earnest money to be applied at closing.
$260,000.00 balance of the purchase price will be paid at closing.
M. SPECIAL PROVISIONS
1. BUYER agrees to take title subject to that lease between Michael G. Thompson and Flathead
Valley Alano Club, Inc. dated February 1, 1998 for 4 years which shall expire on February
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1, 2004, and which shall be assigned to the "David E. Thompson Revocable Trust" prior to
closing.
IV. CONVEYANCE
The SELLER shall convey the real property by Warranty Deed, free of all liens and
encumbrances except those described in the title insurance section of.this agreement. The SELLER
shall convey any personal property by bill of sale.
V. TITLE INSURANCE
SELLER, at SELLER'S expense, shall furnish BUYER Title Insurance evidenced by
a standard form American Land Title Association title insurance commitment in amount equal to the
purchase price, committing to insure merchantable title to the real property in the BUYER'S name,
free and clear of all liens and encumbrances except: encumbrances hereinabove mentioned, zoning
ordinances, building and use restrictions, reservations in federal patents, beneficial utility easements
apparent or of record, easements of record, and that lease between MICHAEL G. THOMPSON and
FLATHEAD VALLEY ALANO CLUB, INC. dated February 1, 1998 for a four year period, which
shall be assigned to the "David E. Thompson Revocable Trust" prior to closing.
If the SELLER'S title is not merchantable and cannot be made merchantable before
the stated closing date, 30 ADDITIONAL DAYS SHALL BE ALLOWED FOR THE SELLER TO
MAKE SUCH TITLE MERCHANTABLE. Encumbrances to be discharged by the SELLER shall
be satisfied prior to closing or from SELLER'S proceeds at time of closing.
VI. TAXES AND ASSESSMENTS
SELLER and BUYER agree to prorate taxes, special improvement assessments for
the current tax year, as well as pre -paid rents, if any, as of the date of closing, unless otherwise
agreed.
VH. CLOSING DATE
The date of closing shall be on or before August 31, 1999. The BUYER and
SELLER will deposit with the closing agent all instruments and monies necessary to complete the
purchase in accordance with this agreement.
ADDITIONAL TERMS
VH1. BUYER'S REMEDIES
(A) If the SELLER fails to accept the offer contained in this agreement within the
time period provided in the BUYER'S COMMITMENT section, all earnest monies shall be returned
to the Buyer.
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(B) If the Seller accepts the offer contained in this agreement but refuses or neglects
to consummate the transaction within the time period provided in this agreement, the BUYER may:
(1) Demand immediate repayment of all monies that BUYER has paid to the
sales representative as earnest money, and upon the return of such money the rights and duties of
BUYER and SELLER under this agreement shall be terminated; or
(2) Demand that SELLER specifically perform SELLER'S obligations under
this agreement; or
(3) Demand monetary damages from SELLER for SELLER'S failure to
perform the terms of this agreement.
IX. SELLER'S REMEDIES
If the SELLER accepts the offer contained in this agreement and BUYER refuses or
neglects to consummate the transaction within the time period provided in this agreement, the
SELLER may:
(1) Declare the earnest money paid by BUYER to the sales representative be
forfeited; or
(2) Demand that BUYER specifically perform BUYER'S duties and
obligations under this agreement; or
(3) Demand that BUYER pay monetary damages for BUYER'S failure to
perform the terms of this agreement.
X. BUYER'S CERTIFICATION
By entering into this agreement, each person or persons executing this agreement as
BUYER represents that they are agents of the City of Kalispell, Montana duly authorized to act on
behalf of said City, to enter into this agreement on behalf of such entity.
XL AUTHORITY OF PURCHASER
The execution, delivery and performance by the BUYER of this Agreement and the
Documents to which it is a party have been duly authorized by the City Manager and the City Council
of the City of Kalispell, Montana. This Agreement is, and upon their execution and delivery as herein
provided, the Documents will be, valid and binding upon the BUYER and enforceable against it in
accordance with their respective terms. Neither the execution, delivery or performance by the
BUYER of this Agreement and the Documents to which it is a party will conflict with or result in
a violation or breach of any term or provision of, nor constitute a default under, the Certificate of
Incorporation or ordinance of the BUYER or under any indenture, mortgage, deed of trust or other
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contract or agreement to which the BUYER is a party or by which it or its property is bound, or
violate any order, writ, injunction or decree of any court, administrative agency or governmental
body.
XH. SELLER'S CERTIFICATION
_ . By entering into this agreement, each person or persons executing this agreement as
SELLER represents that he/she is eighteen (18) years of age or older, of sound mind, and legally
competent to own real property in the State of Montana; and that he/she is duly authorized to enter
into this agreement on behalf of the "David E. Thompson Revocable Trust" and the "Hugh R.
Pingree, Jr. Revocable Living Trust", respectively.
XIII. CONSENT TO DISCLOSE INFORMATION
BUYER and SELLER hereby consent to the procurement and disclosure by BUYER,
SELLER, and sales representatives and their attorneys, agents; and other parties having interest
essential to this agreement, of any and all information reasonably necessary to consummate the
transaction described in this agreement, specifically including access to escrows for review of
contracts, deeds, trust indentures, or similar documents as prior transactions concerning this property
of underlying obligation pertaining thereto.
XIV. POSSESSION
SELLER shall deliver possession and occupancy to the BUYER on the closing date
unless otherwise agreed.
XV. RISK OF LOSS
All loss or damage to any of the above -described real property or personal property
by any cause is assumed by SELLER through the time of closing unless otherwise specified.
XVI. TIME IS OF THE ESSENCE
Time is of the essence in this agreement and all clauses herein.
XVII. BINDING EFFECT AND NON -ASSIGNABILITY
This agreement is binding upon the heirs, successors, and assigns of each of the parties
hereto; however, BUYER'S rights under this agreement are not assignable without the SELLER'S
express written consent.
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XVM. ATTORNEY FEES
In any action brought by the BUYER or the SELLER to enforce any of the terms of
this agreement, the prevailing party in such action shall be entitled to such reasonable attorney fees
as the court or arbitrator shall determine just.
XIX. - FIXTURES
All permanently installed fixtures and fittings that are attached to the property are
included in the purchase price.
XX. BUYER'S ACKNOWLEDGMENT
BUYER acknowledges that he has examined the real and personal property, the
BUYER enters into this agreement in full reliance upon his independent investigation and judgment,
that prior verbal representations by the SELLER or SELLER'S agents or representatives do not
modify of affect this agreement, and that by signing this agreement BUYER acknowledges having
read and understood this entire agreement, including the Additional Terms above.
XXI. BUYER'S COMMITMENT
I/We agree to purchase the above -described property on the terms and conditions set
forth in the above offer.
UWE HEREBY ACKNOWLEDGE receipt of a copy of this RECEIPT AND AGREEMENT TO
SELL AND PURCHASE bearing my/our signature(s).
BUYER: CITY OF KALISPELL
M
its
XXH. SELLER'S COMMITMENT
I/We agree to sell and convey to BUYER the above -described property on the terms
and conditions hereinabove stated. I/We acknowledge receipt of a copy of this agreement bearing
my/our signature(s) and that of the BUYER named above.
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Dated this day of
DEBRA A. THOMPSON, as Trustee of the
"David E. Thompson Revocable Trust"
2190 Bay Street #301
San Francisco, California 94123
HUGH R. PINGREE, as Trustee of the
"Hugh R. Pingree, Jr., Revocable Living Trust
1001 Wilder Avenue, Apt. # 1104
Honolulu, Hawaii 96822
19_
SUSAN M. THOMPSON, as Trustee of the
"David E. Thompson Revocable Trust"
55 Hickox Rd.
Novato, California 94947
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