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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 Page 1 of 6 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. Page 2 of 6 (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 Page 3 of 6 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. Page 4 of 6 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. Page 5 of 6 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 Page 6 of 6