04. & 05. Award Bids - National Flood & Kalispell Downtown CenterDate: May 27, 1998
To: Glen Neier, City Attorney & Interim City Manager
From: Ross Plambeck, Redevelopment Manager F-
RE: Proposals to Purchase KDC & NFS Sites
Attached are the analyses of the proposals to purchase the 61,161 square foot KDC Site and the NFS
Bldg with land for a parking lot. To summarize:
Kalispell Downtown Center Site
One proposals was submitted by Meridian Industrial Partners for $406,450 ($6.65 SF). They propose to
construct four buildings for a total area of approximately 23,000 square feet. The project will be phased
over the next 3 to 5 years, with the building on Main Street to begin construction as soon as possible.
Their proposal included five conditions and are discussed in detail in the attached memo. Specific
recommendations are identified for inclusion in the Development Agreement Condition # 1 has been
eliminated from their proposal per the attached letter from Ken Yachechak.
On May 27`'', the Kalispell Development Corporation Executive Board met to review the proposal and
hear presentations by Ken Yachechak and Jim Thompson. The board members were pleased with the
proposal and moved to recommend the City Council authorize the City Manager enter into a
Development Agreement with Meridian Industrial Partners.
While the developers have not included a specific request for other off -site improvements, the City has
anticipated replacing the broken sidewalks, especially when the old college foundations next to the
sidewalk are removed. The current TIF budget has also included funds to install street trees and antique
street lights in order to continue the downtown theme and coordinate with the redevelopment of the site.
NFS Building and Land for a Parking Lot
Three proposals were submitted with the specific details identified on the attached spreadsheet. Doug &
Debbie Denmark submitted the high bid of $275,00. Their proposal requests the City credit back
$25,000 at time of closing for the value of the parking lot construction, which makes the proposal
$250,000 NET to City. They are also asking the City to remove the existing non-functional curb cuts and
install a new driveway approach at City expense. These expenses have been anticipated with other
development proposals and are included in the City's current TIF budget.
On May 27`'', the Kalispell Development Corporation Executive Board met to review the proposals and
hear a presentation from Doug Denmark. The board members were pleased with the proposal and moved
to recommend the City Council authorize the City Manager enter into a Development Agreement with
Doug & Debbie Denmark.
Date: May 26, 1998
To: Larry Gallagher, PECDD Director
2_(
From: Ross Plambeck, Redevelopment Manager
RE: Analysis of Meridian Industrial Partners Proposal for KDC Site
The purpose of this analysis is to identify and clarify the specific details of Meridian Industrial Partners'
proposal in meeting the minimum requirements of the Offering Document. While their proposal is very
general in details, I met with Jim Thompson and Ken Yachechak on May 2151 to gain a better
understanding of the proposal. The specifics are:
Purchase Price: 5406,450
The offer equates to $6.65 per square foot. Previous Offerings of this site established a minimum of
$6.65/SF as an incentive for density, height, and quality of construction. No minimum was identified in
this Offering Document per Council instructions. The 61,121 square foot KDC Site consists of 21,081
square feet developed as high quality parking lots with landscaping and storm drainage, while the
remaining 40,040 square feet is vacant land and the old NFS parking lot.
Special Conditions Requested by Meridian Industrial Partners
(see attached "Proposal to Purchase")
Condition # 1 states: "In the event Design Development Partners is not the successful proposer for the
NFS Building and Land for a Parking Lot, the land designated for parking will be restricted for parking
in perpetuity. The subject area will be available for allowable building square footage increases and
opening allowed by the Uniform Building Code. "
Recommendation: This condition has been withdrawn at the request of Meridian Industrial Partners
per the attached letter. No further action is necessary on the part of the City.
Condition #2 states: "Drawings shown are considered to be conceptual and are subject to change
depending on the final design requirements of each project. "
The developers' intent is to create a coordinated design theme for the complex and changes would be
minor and compatible to the overall architecture. During my meeting with Ken and Jim, I asked what
would happen if they were pressured to accept a corporate franchise design? They said "Absolutely not.
Any changes would be minor or slightly different configurations of the footprint." ,
Recommendation: Language in the Development Agreement to assure the proposed architectural
theme be preserved over the course of development.
Page 2
Analysis of Meridian Industrial Partners' Proposal for KDC Site
May 26, 1998
Condition 43 states: "Property development will take place in phases as feasibility permits."
According to Ken, building #2 is scheduled to begin this July. The developers anticipate enough tenant
demand to begin construction on a portion of building #4 by this Fall. The remainder of the site will
hopefully be built -out over the next three to five years. Recent Development Agreements approved by
the City Council (Haven Field/Dasen, Daley Field/Rosauers, Equity Supply/Kalispell Center Mall)
require specific performance by date certain or a payment in lieu of the ad valorem property taxes that
would have been generated if the development had been constructed. The previous Development
Agreement for this site with Irwin Davis & Co., required specific time frames for performance of each
phase, with the City able to buy back the land at the original sale price if those dates weren't met. This
was fully discussed with Ken and Jim at the May 21" meeting. They indicated they were not willing to
negotiate such a condition because of unknown market demand and the nature of the build -out. The
Irwin proposal had two distinct buildings and parking lots that made a buy-back and re -offering possible.
This proposal will have a more "hop -scotch" pattern of development, leaving smaller, scattered parcels
remaining. Because they are offering to purchase the land at less than fair market value, Ken did agree
to an arbitrage provision in the Development Agreement that would prohibit them from re -selling the
vacant land at a profit and making a wind -fall profit at taxpayers expense.
Recommendation: Specific language to be included in the Development Agreement for the
arbitrage and payment -in -lieu of the property taxes.
Condition #4 states: "The City of Kalispell is responsible for all costs associated with the burying of
utilities and repaving of the alley adjoining the subject property. The City will coordinate the work with
the developer for utility connections and surface treatment of the alley. "
The City Council has awarded the undergrounding of the alley utilities to NUPAC, and includes
replacing the alley surface with concrete. The developers are requesting the entire alley surface in Block
36 be scored in squares and textured with a rough broom finish to provide a more pedestrian style
walkway that still functions as an alley for trash pick-up and delivery. The surface treatment of the alley
would blend into the plaza surface to provide a continuity of development, calm traffic, and create
pedestrian corridors. The texturing will require additional labor costs that would have to be added to the
contract. Those costs are estimated at $1.25/SF for a total of $? (300 if x 20 foot alley width x $1.25/SF
_ $7,500). The City Council added lighting for the alley to the contract, and the developers are
requesting those lights continue the antique theme they are proposing to light their site. These lights are
different from the antique street lights installed in the downtown, but would still be more expensive than
the generic lights the Council authorized.
Recommendation: The texturing of the alley surface and continuation of the antique light theme
should be coordinated with this project. Specific allocation of additional
funding will need to be identified in the Development Agreement.
Condition #5 states: ' 1" Street East will remain a One -Way street in its current configuration. "
The developers are pleased with the improvements and feel they are value-added enhancements to their
proposal. Only the City Council could authorize the removal of the improvements and elimination of the
Page 3
Analysis of Meridian Industrial Partners' Proposal for KDC Site
May 26, 1998
one-way street. If the developers desire a commitment for this condition, the City Attorney will have to
develop language for the Development Agreement.
Recommendation: City Council will need to authorize the City Attorney to include the request in
the Development Agreement.
Building Size and Valuation
Building
Est.Const.
Uses
Size
Cost per
Total Bldg.
Estimated
Location
Date
Sq. Et.
Value
Taxes
Bldg. #1
market
retail/office
8,000
$51
$408,000
$7,900
1stAve E.
demand
lease space
and 1st St.
Bldg. #$2
July, 98
retail
4,000
$51
$204,000
$4,027
Main St.
lease space
Lots 15&16
Bldg #3
market
office
4,000
$55
$220,000
$4,260
1stAve. E
demand
lease space
Bldg.#4
Fall, 98?
office
6,800
$55
$374,000
$7,242
1st. Ave. E
mkt.demand
lease/condo
Bldg. Total:
22,800
$1,206,000
$23,429
Land
61,122
$6.65
$406,450
$8,023
TOTALS:
$2,818,450
$31,452
BuildinLy Desien & Density
The proposed project consists of four single story buildings totaling 22,800 square feet. Construction is
wood framed, non -sprinkled Type V-N, a low cost commercial style construction for smaller buildings.
The architectural style is reminiscent of the old automobile showrooms and garages that use to occupy
the site. Exterior finishes are stucco, storefront glazing, glass block panels (to capture the historic
character of downtown). awnings (optional), a flat roof with parapet walls, and period piece lighting for
the signage. The one story buildings are 18 foot high to allows for flexibility of interior ceiling heights
depending of tenant preference. The neighborhood consists of a variety of building types, including
brick, block, horizontal wood siding, and stucco (Depot Building).
Page 4
Analysis of Meridian Industrial Partners' Proposal for KDC Site
May 26. 1998
Building density was determined by the off-street parking requirements of one space per 400 sf of gross
floor area. The two developed parking lots (15t & Main, Liberty Theater) contain a total of 59 spaces.
This proposal will require 57 spaces (22,800 sf _ 400 sf/stall = 57 spaces). The diagonal on -street
parking is not included in the calculations. The parking lots are currently managed by the Kalispell
Parking Commission, and Mr. Yachechak indicated a preference to have the lots metered and monitored
by the Parking Commission.
In order to create greater density on the site, additional parking would have to be acquired or the creation
of a parking district SID for public parking. The developers have stated they are not interested in either
approach because the current on -site parking is compatible with their perception of market demand for
leased space.
Land Value vs, Building Valuation
This proposal to purchase the land is for $6.65 a square foot, which includes 21,081 square feet of high
quality parking lots. The parking lot at 32d St. West and Main Street was sold to Valley Bank at $9.18
SF, and is not the same quality of construction in terms of paving base, landscaping, and storm drainage.
Recent land sales in the immediate vicinity are higher than this proposal.
Previous Offerings of the KDC Site set minimums for building height, square footage, construction type,
and total building valuation. In exchange for meeting these higher standards, the City Council stated a
willingness to accept offers less than fair market value as an incentive to attract high valued projects
generating additional tax revenues. A range of value was identified at $6.65 to $10.00 a square foot.
The building construction type meets the minimum requirements of the Uniform Building Codes, but
does bring the higher quality construction or building height encouraged in the Offering Document.
The developers have stated the market place economics do not justify the higher costs, and would be
unable to do the project if either land or building values were higher. This is a policy issue of
encouraging the highest return on land and building value vs. timing of market conditions.
DESIGN DEVELOPMENT PARTNERS
157 N.MERIDIA,N RD,
KALISPELL, MT.59901
JIM THOMPSON KEN YACIHECH.AK
406-257-1076
FAX 406-257-5556
5/28/98
City of Kalispell
Manning & Community Development
Box 1997
Kalispell, Mt. 59901
Re: FVCC,Offering
406.257.5533
DR,
Per our discussion please be advised of the intent of the Meridian. Industrial
Piders to drop condition one (1) of the offer to buy as made on 5/19/98.
Tbs cAdition holds the National flood parking lot in parking in perpetuity.
Tease call me if you need further information.
Ken YacheOA-
Meridian Industrial partners
157 North Meridian Road - Suite 112, Kalispell, Montana 69901
Pflv"POSAL TO PURCHASE
Kalispell DoWRt0Wn Center Site Offering
Purchase Offer $408A50.00
Earnest Money $20,322.50 teed in sepm wvewp)
Special Co coons
1.W4 = event Desion Development Parts is not the succem FWW for the A FS
Ndft and Land for a Parlmt Lot, the ford des>rguated fur Paift WE be restricted W
parl= In perpetuity. The suI*ct area wa be mr9able for WWW9 e bufft
smo,e#uoM kalmms and opus avowed by the ftfccrm Buffft Code.
i;�� +1:! 1 F! ►�•ti F i 11 i•' F1: IO!L!I 1 ►;t .•) 1 il�lr?+ 11 hl'! 1;+:' 1`ri1FiE t, j t
� lil ?� IT'.}�(.±'lt!•I1•:+I( ('; ►:� Ir�,M' it IrIK►'•:+: .►: 1��+ffnil[I i':+V11(1•..
4. The City Of Ka SW is PUPMMUe for ah Costs aid with the burying of utifts
and repaving of the alley a the subject p W". The City wi commm the
MR with the developer for ugly connections and surface treatment of the ahey.
I
f. Ist. Street East wS ream a On -My street in its aapent conf>gm*aima
Greg Ellingson Roger Jacobson Ashli Thompson James Thompson Ken Yachechak
406-257-1076 406-257-5566 FAX 406-257-5556
Gazebo
Center Street
Former National
Flood Services
i
Kelly Main
Furniture
) II Tm Ate
0:10
kRKING:59 spaces available (23,600 max building area)
ilitles:
'ater Ist Ave East
ewer Alley
as Alley
ectric Alley
orm tat Ave East (all site and roof drainage
will be piped undergound to the city
system)
ndscaping: Trays, small plantings, lights, benches
and grass areas.
ilding Area:22.8W SF (approx.)
on Area: 18,000 SF (approx. rot Including parking lots)
chanical Equipment: Buildings will have 24' to 30' parapets
to screen roof top equipment from view.
r
L— Sawa I L— Sao
Liberty
Theatre
i
SOUTH ELEVATION
`2
WEST ELEVATION
EAST ELEVATION
NORTH ELEVATION
Building One Elevations
EARTH TOME STUCCO EXTERIOR FINISH
GLASS BLOCK PANEL
LIGHTING FOR SIGNAGE
COLORED AWNING
- STOREFRONT SYSTEM
WITH TINTED GLASS
----1- --
Typical Building Materials
NOTE: Other buildings will be of the sam
architectural design and materials. Plan
and elevations may vary depending on tt
actual requirements of the building tenat
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02
tz REAL ESTATE PURCHASE AND SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY
THIS IS A LEGALLY BINDING CONTRACT, READ THE ENTIRE DOCUMENT, INCLUDING THE GENERAL PRINTED PROVISIONS ON THE REVERSE SIDE AND ANY
+
ATTACHMENTS. CAREFULLY, BEFORE SIGNING. IF YOU HAVE ANY QUESTIONS CONSULT YOUR ATTORNEY BEFORE SIGNING.
_
NWMAR No. Kalispell Montana May 18 19 98
Douglas �. and Debbie 1_Denmark ffi • JTROS, y TIC, oher
a
(hereinafter called Buyer') agrees to purchase, and the undrsigned Seller aqves to sell Cie foflowing described real estate herensfer referred to as-premses"
s
commonly known as ---._...- -1 Main SL. and Redev• land on Ctr. St. & 1st Ave. E. _---- Gtyof, __Kalispell, Montana-
s
County of. Flathead .Montana. legally described as: Lot 24 and Lots 1, 2, and the North 14' Df Lot J of
---- ----
_Block 36KaLOrig. Townsite__— owner(s)ofrecord:---"----____The City of Kalispell ----_-_---
a
(A FULL AND COMPLETE LEGAL DESCRIPTION MUST BE INSERTED OR ATTACKM PRIOR TO EXECUTION BY SELLER. Buyer hereby s comes broker to irset mer no
i
nrutwe the correct legal descno0o m of the premees I unavadabis a the tits of agmV. or tc correct he description pre sty entered if erroneaa or naxn pima)
'®
EARNEST MONEY Earnest monies shall be deposited pursuant to Montana sxrta tmr or within S banking days of all putt" final acceptance of this agrawnw&
ti
(a)) Buyer hwetyy deposits as earnest money and a re eo is hereby aid of -. _ T nirteen Thousand, Seven Hundred and Fifty Dollars
u
t $13,750.00 )—bar ❑ Cash F1 P«,a,rCawk Caseavescheca --- NoteDue i] or--
(b) All panes to its transaction agree that such funds will be held n a true ara in by
Pestles agree that interest acatmg on earnest money, if any. wide deposted shad be peemble to Douglas D. and Debbie_1._ Denmark
to
end I urea a payable to the broker it is awed that sums so paid are axtuderation as cow ces rendered.
is
(e) The pertes agree that _-- _ CTE -- tie Company Mal pro der we poScy and p e,isMary report of mrtnMmxX and the -clasp wmenl for his trasaann
17
shal bs -- - -- CTE-- Ira bVIermebarawkithectean a ena,ed, hart the escrow holder Mal be NA --- -- _ _
is
1, TOTAL PURCHASE PRICE IS -------Two Hundred and Seventy-five Thousand Dollars _- (U.S.)
is
_ — $275,000.00 as mows:
m
513,750.44 earnest money to be appal at dosing
71
a
- as addtxxial cash down payment, payable on a bak" o osng (Chang wets are additional.)
$2i;1,25Q.00 balance d the purdtase gnu wi be pad as kfows, ik LR not idWed)
a
2. FIWANClNG. Buyer b s axe the ic6owti g Tmnar erg: ! FHA VA Cdrm , _ MB O.H.. L� FmhL4 Aasanp6or d es¢tiq baits). :, j Seier•F'r a Qg
le
(a) ; ^ NEW FINANCING. Purchase loan balance, as noted above. for a pared of - _ - _ years at - "-- % per avttxn (t FHA or VA Ian a sought. read the applicable
7=
prameors on he raverao side fired.) Buyer wul pay no more hen points Pis orwts6on fas I any. Saar ahal Pay no more than Ports
as
to oMm above debated firardng. Any reduction in points shall !cost arsrus to he bane* d the , B,yer , , Beier.
z7
-
(b) , ASSUMPTION. Barre to ASSUME and will or _ I will not be required to quaffy for an EXISTING LOAN(S) of aPproxXn8I&y S _
--
29
i rJud nq % west wghmorshdy permits d S _ J
_._� _.— _ _ P I (� T j i
a
This agreerrod ` i does , does nct require Lardy to Setae's ht0y Typed ban
7e
(See Items a13 and #16 on reverse aid*.) — - - - -- - - .__ _ _. - _.
n
3. OTHER FINANCING, TERMS AND / OR CONDiTIONS:SEE ADDENDUM. _ _
sr
a
as
s
4,
CONTINGENCIES.
(a) None (no wntetgences apply v
(ie) J, New rauna,yasax„pNiorm - (sae Items # 16 and mr16 oat ranraraa side) s
Does i Does NOT combat Scars msngengr wrawer. Cam #t7 on reverse side.) 40
(C) - C+oa+g of on «before iced wah
_ Does ..y Does NOT oxtmn Sellers oxa nency wawa. (See aril *17 on reverse side.) 42
(d) _ Come (spedy) u
Does ' Does NOT contest Sakes cariengency waver. ryes sera *17 on reverse side.)
5.
PERSONAL PROPERTY. The hiomrq tem free of dens and wtttarrt tebrewrty of condition, are Included: (FHA I VA see item s 16 on rvww" skis:) ie
Property has a smoke detectors rs s
6.
FIXTURES SPECIFICALLY EXCLUDED UN THIS SALE NONE - a
7•
COSTS PAID BY: Cods n addbon to those isted bebr may be incurred by Buyer and Seller. Urtess otherwee agreed hran. or prrnded by law or required by tender. ai
Buyer anal purduse Seders refine account I icn m assumad Barter's Eifanded Cowerage Tile Policy requested. , : Yes No a
�` brerne+m pad M (See Itrn a19 on n erso saW So
-. - - - - --
S ---'------ - ----..-------- - -
tore uesred by lender sir otnsnwse slateA hero 1ne DOkp+r costs wt be pad izrtGosC-" ---" Other
Cots Waw cs and/or. Chang i long Term i Lender
ion Water :'Purr�Anapett ... RgAU Oc>omrt Agent's Escrow j Openn9 Ema+q or Code
Pad By Apprasai Assr,4 Test 9apuc Trn9w }ep Faa j Fees I Exmw SICs Repars
BUYER • •. •, cot
i
WA • • • • • • •• •- s2
SELLER j ( ! - 'r - • - m
I
I cog of lender a code repairs m®ed s buyers obfi9abon to pate and sefers obigavat to sea ternvtaes Discount sat
poits to be pad as agreed on k ne 26 and 27. as
8.
POSSESSION. Beyersita bserainedbpowemi n. ! Wig,- cdW S7
s
'Cbsng' meats the date on which al documents are gem recorded or end by an escrow agent and the sale proceeds are avaiabie to Soler. Taxes and water sat
aatanents (using the law avaiabie asiesaraa as a bass). rates, nest and ressnes lent enaxnbrances, or obligations assumed. and iMal be pro -rated as of M
CLOSING --- Buyer Mai pay for kjw in tar* anaure b be determined by the supplier atSa ens e> won iSee Kate = on reverse side) cot
9.
-
CLOSING. On a before the tabbing date, Bryn and Serer Mal deposit with the do" agercy ad funds rod instruments necessary to complete the sale. The dosing date 12
Mal -no ewer than _ June 1,199�_Gr as soon as the Cites of Kalispell is reader (s» Mom 024 on rwerse sidN 4
10.
IMPORTANT -REPRESENTATION DISCLOSURE At the star d g wth in* buyer m a , Baesf' • Bro ea B-k- y a.a «
agnng Esc agresmeni the biker working � _ Ste W -. stolen _ Bolen
and tre broker woriaq wait the seser cos a - Sellers . - Buyrs - Stabrdry ` East this document catrms that P wyeen dsdosrxe d reprasentamn is
Broker _ - Broke "_ &a. - 8 , Party Wrin9
was crowded to hittftmr in this baneadion. Each party to his trarmdim rues read and tanrtaards the consents of the discioms'es pret,iasl reori ea a
Lsary Office: _-_--------____--,NONE---------_.-__-- Se"Offie:------- ___--- RE/MAYrGiacier County _ 17
By NONE_- Phone: BY Do_y Denmark Phone: a
- g- - --- -
-- subject to the acceptrpu d Serer on a balers---
ACCEPTANCE. Bryerao6rocrude AM. t PMof I Sear does not as
arxcx the agreement within the time spersfied, the entire Eamew honey shad be reftatoed to Buyer on demand. TIME IS OF THE ESSENCE IN THIS AGREEMENT 70
-'s Lmf f6) several -see attached Counter Offers) 77
-- `- --
_ 7r
Buyer X Bsrymrs Address:-
_ _815 Rose Crossing, Kalispell, Mt 59901 -
Buyer: X- Bu Ws Phan: Residence -_1.4� 257-8540 B,nese 1406] 257-SWO n
On t••s date. I I we eby approte and swept the sale set forth in the above agres w and agree to carry out al the terms tiered on the Pam of he Serer. 7e
Vide "her adsrowledge reospt of a true wpy of this agreement sued by both Paribas 75
Se!)er: X- Date SakesAddrear. _
Seiler: X Date Sakes Phone: Residence - Bares
A tree copy of the faegoig agreernrs• signed by the Stier and mntaintg tar A copy of bin terat beairg B y0r(s) apneMre and that of the Sear(• was sent era ordnery 77
fud ad complete legal deavgtiai or he promises. a hereby reomned on this or mnfied mad M the Buyer. n
7s
..-- - ----. - day of _ - .19 --- - ------ --- —._ -- -- -_--
BUYER: X --- -- --- BROKER: X_______._-----------------,-_-- so
THE=ROVISIONS CONTAINED ON THE REVERSE SIDE (PAGE 2) OF THIS PAGE SHALL ALSO CONSTITUTE PART OF THE AGREEMENT OF THE PARTIES. In
EACH OF THE PARTIES ACNKOWLEDGES READING THIS AGREEMENT IN FULL. 92
Page + of 2
12. DEFAULT AND ATTORNEYS FEES, if safer etmoruess, this ag;aernam and line to said premises its mar*eWO and insurable and to Buyer neglects or 85
rescues to candy with the terms or any cords ors of sae within five (5) days from to awe on which sad term a condition is to be comgied With, then to Earnest Morey shall
as
be fcirf= and considered as liquidated damages to Seiler. and Buyer's Inert In the premises snail be Immatrawy terminated. The Broker shall pay from said Earnest
e7
Morey the costs of life insurance, escrow kee. Shorney, left and arty, other expenses directly incurred in connection with this tranaction aid to remainder be
as
OPPo toned one-half to fie Seller and one -Ralf to fie Bracer, provided the arount to Broker does not exceed the agreed commissial Such torkstire aid acceptance by Seller
951
and broker of fee Earnest Matey as liquidated damages may rnstituee a vasver of tither remedies available to Seller and Broker.
90
In Me eves of default by efts of the parses In tear performarnce of to terns sit corhditiarm or litigation regarding bus agreement. the defalOng parry agrees to pay all grey
91
lees and Costs Incurred by fie non-defaltrig parry. and their brokers, including fie dicuictible casts of E d O tiaahty Insurance coverage.
92
13. EARNEST MONEY DISPUTES. In fie event of a dispute behncen to parties as to to Earnest Money deposited hereunder by Buyer, the Broker, holding Me
93
Earnest Money deposit may file an iriffipllader action in a Cant of competent )utskA^tioit b resolve any, such dishxle bef+weet the parties. T'he Buyer and the Seller authorize
al
Me Broker hodi rg the Earnest Money deposit to Utilize as mulch of Hie Eam>st Money deposit as may be necessary to acivaride the Cosh and fees required for filing of any such
95
action.
14. FIXTURES: All permanently installed fixtures and filings Mat are attached to the property, including out not limited to all attached floor Covannngs attached television
lie
97
arena, plumbing, Dlatixarn and ligeng fixsres. Window scream. storm windows, screw doors, garage door opener. exterior trees, plats or shrubbery, water Meeting
9e
aoparasrs and fixtues, attached fireplace equipment, awnings, ventlabrig, cooing andheating systems, built in and *drop trim rages (but excepting all Other ranges), Rsl tanks
99
and Irrigation fixtures and equipment and ary and all. if any, Water and water rights, and any and all, If any, ditches aid ditch rights that are appurtenant thereto ilia are now on or
1DD
used In connection with the premises shall be included in the sale crness otherwise provided therein.
15. FINANCING REQUIREMENTS. for the described financing Buyer
101
if fnahcing is required this agreement is contingent upon Buyer/poperty, q.idifying above
agrees to make a best etat to procure same. if Boyer does not make Written aopiitaion within five (5) barking days atmr Sellers acceptance of this agreement then Seller's
IC2
103
oollgaton to sell to this Buyer terminates Unless otherwise agreed. f Ma propey appraises at less than the contract prnce, the Earnest Macy will be returned to the Byer (less
IN
credit report fees or other Buyers costs) and the Buyers odigabon to pur'csse may terminate at Buyers option. Upon the derma of financing the Buyers obligation to purchase
105
terrines and the Earnest Marcy will be returned to the Buyer (less credit report fees or other Buyers costa)_ If VA or FHA li nancing is Contemplated, d, additional provisions
106
pertaining thereto may be attached thereto and are hereby Incorporated heron by reference, nce,
107
16. FHA / VA. If this agreement is contingent upon Buyer obtaining F14A or VA snanang, Buyer and Seller agree that notwithstanding any other provisions of this
toe
contract. Buyer shall not be obligated to complete the purchase of the properly described herein unless Buyer has received a written statement issued by the FHA
tog
or VA as applicable semng forth an appraised value of the property (excluding closing costs) equal to or greater than the purchase price hereon. The Buyer may,
110
neveMeless, at hisfher sole discretion, proceed under the terns of this agreement provided he/she shall agree to pay in cash the difference between the asking
III
price stated herein and the appraised value. Buyer shall in either circumstance be obligated to pay normal dosing costs attributable to Buyer including, but not
112
limited to, credit report fees and other ban charges. The appraised valuation is arrived at to determine the maimm um mortgage the Department of Housing and
113
tkban Developmentwdl insure. HUD and VA does not warrant the value or tie condition of the property. The purchaser should satisfy himhersef that the price and
114
the condition of the properly are acceptable.
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It Is agreed that item inducted in lent 95 is of nominal value less tern S lo0.
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17. SELLER'S LONTINGENCY WAIVER. IF THIS AGREEMENT IS SMECT TO sellers ca tngexy waver, specified in Item t4, Soler shelf tare the right
117
to continue to offer the heron property for sale and to accept offers Until such time as sad contingencies have been satisfied or waved by Buyer. Should Seller receive another
118
awe offs to purchase, Seller shall give Buyer tree (3) banking days written notice of such fifer. In to event Buyer does not waive or satisfy the contingencies in wrlt ng
119
within the tree -day period, then this Agreement shall be terminated and all deposits retuned to the Buyer less customary Byers costs. In the event Buyer does wave or
12C
satisfy the contingencies, the Buyer shall proceed to prthase the propoty order to remaining toms and condi®ors of this Agreement notwithstanding the the terms of the new,
121
offer may be more or less tavonabte Notice shall be considered given and the teed (3) daps shall commove on the earlier of either personal delivery of notice to the Buyer or
122
two (2) days following fie date of mailing evidenced by carlfCatiat of the postmark on the envelope containing such notce. Nonce steal expre at midnight on the turd barking
IM
day ater notice. All nOtIO a steal be sort to the addresses shown on the trout page of this agreement
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NOTE: ANY WAIVER BY THE BUYER UNDER THIS SECTION WiLL BE A WAIVER OF ALL CONTINGENCIES.
125
18.TITLE INSURANCE. The Seller shall, within a reasonable time attar dosing at Sale's expense. furnish b the Buyer a site insurance policy in the amount ate
126
purchase pace of the premises showing marketable and insksrable fife subtect to the Iles, ere r»txahces and defects elsewhere set out in this agreement to be discharged or
127
assumed by the Buyer. Pro b dosing the trasaction, the Seller shall furnish to fie Buyer a commitment of a title insurance policy shaking the condition of the Ile to said
128
premises Buyer shall have live (5) days from receipt of fie commitment or Until 24 hers pia to dosing, wnicheva Is the less, Within wtich to object in writing to the condition
129
of the title. It is agreed bra if to title of said premises is not marketable, or cannot be made so within thirty (30) days after notice containing tanrg a written statement ofdekas is
130
delivered to the Seiler, or if ffta Seller, having approved sad sale fans to co sun nmame to sane as herein agreed the earnest money shall be returned to the Buyer and Seller
13l
shelf pay for to cost of tine irsuame,escrou and legal fees. if dry.
132
19. EXTENDED COVERAGE TITLE POLICY. A standard policy of tide insurance does not cover certain potential problems or risks such as liens tie, a legal
133
clam against property for payment of some debt or obligation), boundary disputes, dams of easement, and other matters or dams if they are not of Public record at lime Of
134
closing. However. untie Moraarna law. such potential claims against the property may have become legal obligation belong the purchase of the home and yet may not be of
135
public record untl alter the purchase. For example, Montane fair slows workmen who have built a new tome or repaired or remodeled an existing are to file liens against fat
136
properly for a period of time after they last worked on the hone The debt in such Cases will became a lien or dam against Isar property itself arid, if not pad by the Seller. must
137
be pad by the Buyer to protect ae equity in to tome Tide insurance companies may be able to issue en "exteri ed coweraW policy for an additional premium. In addition to
138
Ma premium for exerntl®d coverage tine polity, More may be other costs Involved. (i.e survey, additional closig fees) Such a policy may protect the Buyer against problems
139
such as tie above. Of course, even an "e:Aetded coverage" policy contains exclusions and will not insure against all p7terffia problems or risks involved in buying properly, it
14o
is recommended than the Buyer talk to a He insurance company for particulars.
141
20. TITLE CONVEYANCE. Title of seller is to to cc veyed by warraty deed unless otherwise provided and is to be marketable and insurable except for n"
142
reserved In federal paaas, stare or railroad deed, building or Use restiictons. building and zoning regulation and ordinances of any governmental lout aid rights of way and
143
easements established or of record. Ues. encu rhoances or acts to be discharged by Seller may be pad Out of purchase mrn_y at date of Closing. No liens. encumbrances
144
or defects, which are to be discharged or assuned by Buyer or to wtrch site is taken subject to, exists Unless otherwise specified heron on the tat page of this agreement
145
under OTHER FINANCING. TERMS AND / OR CONDITIONS.
146
21. RISK OF LOSS. Prior b closing of ten sale, all risk of toss shall remain wilh to Seiler, in additcrL should the premises be malanatly damaged by Are or other cause
147
prior to ridging, this agree7ie i "I be voidable at tie option of the, Buyer-
148
22. INSPECTION. The Buyer thereby acknowledges hrsner tha hevahe has not received or relied upon any statements or represertation by the Broker or 111"
149
representatives or by the Seller which are not herein expressed. The Buyer has entered into this agreement relying solely upon irfcrmation and knowledge obtained from N&tw
150
own Investigation or personal inspection of the promises. This agreement constitutes tes the wthole agreement between the pales and no warranties, including any warranty of
151
habitability. agreements or represoration have oemen made or stet be binding tpcn ester party uness herein set forts
152
23. PROPERTY TAXES in Mortara are pad in areas. Should pwations at dosing be based on the provide yeas taxes. Buyer(s) and Solaria) agree to make the
153
proper compensation to each Other aft ary ttfererxe is discovered
154
24. BUYER'S REMEDIES: (A) If the Seiler fails to accept the oft artaired in bills agreement within the time period provided in the BUYER'S COMMITMENT section,
im
all earnest motes "I be rourred to the Buyer.
156
(B) If the Seller accepts the ofer contained in this agreement but refuses or neglects to consummate the transaction within the time period provided in this agreement the Buyer
167
may:
158
(1) Demand immediate repayment of all mores that Buyer has pad to the sales representative as Earnest Money, and upon the ream of such matey the rights and dukes of
159
Buyer and Seller under this agreement shall be bnminated; or
ISO
(2) Demand that Seller spleufieally perform Setters dtigabors under this agnssrnert or
161
(3) Dom" monetary damages from Seller for Sellers failure to perform the terms of this agreement.
162
SELLER'S REMEDIES: ifthe Seller accepts the offer contained in this agreement and Buyer refuses b corsum� fu nthe transaction mn to time period
1rA
provided in this agreement. the Seller may:
165
(1) Declare the earnest money pad by Buyer er b to sates representative be forfeited; or
166
(2) Demand that Buyer specifically perform Buyer's diaries and obligation under this agraemert or
167
(3) Demand that Buyer pay monetary damages for Buyers failure to perform the terms of this agreement
25. BUYER'S CERTIFICATION: By anttirng into this agrearnat each person or persons exe«mrg his agreement as Buyer represents that he/she is eighteen (19)
168
years of age or cider. of sand mind, and legally competent to own real propety in the Slate of Matsu and ifacting on behalf of a corporation. Partnership, or other non-hman
189
emly, that he/she is duly astssized to enter irso the agreement on behalf of such entity.
170
SELLER'S CERTIFICATION: By entering into this agreement each person or persons executing this agreement as Seller represents that he/she is
171
eighteen (18) years of age or older. of sound mind, and legally entfed at this time to transfer title to the real property tree and dear of all liens and encumbrances
172
except those described in this agreement and if acting on behalf of a corporation, partnership or other non -human entity that he/she is duty authorized to enter into
173
this agreementon behalfof such entity.
174
26,CONSENT TO DISCLOSE INFORMATION: Buyer aid Seller hereby consent b the procurement and disclosure by Buyer. Seller, and Sales
175
representatives and their attorneys. and other parties having Interests essential to this agreement of any and a1 inntormabow reasonably necessary to consummate ire
176
transaction described in this agree melt specitpbly inducing access to escrwvs for review of contracts, deems, trust indentures. or similar docim&Rs of prior trasackos
Ii7
cohcerrimg his property or underlying obligations petering thereto.
178
27.BINDING EFFECT AND NON -ASSIGNABILITY: The agreement is binding won the heir, successor, and assigrn of each of the pates harm 179
however Buyers rights under this agreement are not assign ade without the Sellers express written corder t 180
28.COMMISSION: The Sellers and/or Buyers trmmit ietto pay a commission in correction with this traxnacton is an ir>tergral pat clams agreement. let
29.FACSIMILE: The parses agree that a facsimile copy of this Agreement to Seal and Purchase (pages 1 3 2) which contains the parties; signatres may be used as the lag
original. /� p
Buyer's Signature X�I��L�u�7afh� - Seller's Signature X
1 THIS FORM TO BE USED ONLY by mwmbbs d the Nexmal AssoCwtgn OfREALTORS
NOTICE TO OWNER -DO NOT ALLOW tow powy to be uxawrh ~s ime omow t a aok:pnoermd by a REALTOR
r.� CCPYRIGFIT Nanrrra�tjMmtiw AsaarJwcn d REALTORS. Mrcb ta➢a
In reference to the Purchase Agreement, Exchange Agreement, Lease, Counter O
— covering the 9 real property, business opportunity, premises — commonly known
1 Main St. and Redev. land on Ctr. St. & 1st Ave. E. Kalispell, Montana 54401
dated May 18 1448 , between Douglas D. and Debbie 1. Denmark (buyers)
and The City of Kalispell (sellers),
the undersigned Parties hereby agree as follows:
1) Douglas D. Denmark is a licensed Real Estate Broker in the State of Montana who, with Debbie L Denmark, is purchasing
for his own use or inventory. He is waiving any claim to any commissions that may be roved to him or his firm. He
is not representing the City of Kalispell in this transaction, and assumes that the City of Kalispell has its own
representation. The purchasers are purchasing the subject property without relying on any information provided by the
City of Kalispell or its employees or representatives, and are relying solely on their own investigation.
2) IT IS THE PURCHASERS LNT ENT TO PURCHASE THE SUBJECT PROPERTY WYM THE ASSISTANCE OF
BANK FINANCING BEING PROVIDED BY FIRST INTERSTATE BANK. THE PURCHASERS HAVE A
WRITTEN COMMITMENT FOR SAID FINANCING. THIS PURCHASE IS NOT SUBJECT TO FINANCING OR
ANYTHING ELSE, EXCEPT THE TERMS CONTAINED IN THIS AGREEMENT AND ANY OTHERS TO BE
ENTERED INTO BY THE PARTIES HERETO.
3) It is the intent of the purchasers to move their business, RFJMAX Glacier Country, Inc., into the building at
I Main St., develop the proposed parking lot (see attached plan) on the land described as Lots 1, 2, and the North
14' of Lot 3 of Block 36 Kalispell Original Townsite, make necessary improvements to the the building, and occupy the
property themselves, with all of the benefits that come to the neighborhood from the pride of ownership that is inherent
with an owner occupied property. The move and its accompanying improvements will allow the purchasers to expand
their business and hire/add up to fifteen (15) employees/agents. The additional jobs and professional positions will be a
tremendous addition to the downtown area, providing both tax money to the downtown area, as well as an additional
customer base to the merchants and service providers in the immediate area. First Interstate Bank, Kelly Main SL
Furniture, Trattorias, and others, for example.
4) The purchasers wish to purchase the property "as is", but it is the intent of the purchasers to include the necessary
improvements to the building and the development of the parking lot into their financing package. Therefore, the projected
costs of needed improvements and development have been added into the purchase price and will need to be credited
back by the seller to the purchasers at closing. The amount of money to be credited to the purchasers
by the seller at closing will be S25,000.00. The purchasers will take full responsibility for the necessary
improvements and development in a manner satisfactory to the City of KalispeiL
5) The City of Kalispell will, at its expense, move the above ground utilities in the alley below ground, make any sidewalk or
curb cutlapproach changes, perform any surveying required for proper title transfer, & mark land boundaries
(parking lot).
The herein agreement, upon its execution by both parties, is herewith made an integral part of the aforementioned
Agreement of Sale.
DATED:—'� L /�� TIME: 8'00 rn, DATED: TIME:
Buyer Seller
UQ iR xs. Z vW n t+� i _ Buyer Seller
Witness Licensee Witness Licensee
Norm $t Montana AfaoaaoM of REALTORS, NOvm W. 1997
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GILLILAND ENTERPRISES
BOX 368
SOMERS, MT 59932-0368
N 19198
Clarence Krepps
City Manager
City of Kalispell
Dear Mr. Krepps;
This letter will serve as my bid on the property Known as NFS BLDG and the parking on
the lots Known as the KDC site in downtown Kalispell.
Described as follows: Lot 24, Block 36 and Lots 1, 2 and North 14 feet of Lot 3, Block
36.
I would propose to develop the NFS BLDG into professional office space which would be
rented as such. The Parking Lot would be paved in accordance with City codes, and used
as a Parking Lot.
My bid on the above described properties is $180,000.00.
Thanks for your consideration,
Sincerely
E B Gi d N
� n
c
SOMERS OFFICE PHONE & FAX 406-857-2121 KALISPELL OFFICE PHONE & FAX 4W752-*21
M AM
eridian Industrial Partners
157 North Meridian Road - Suite 112, Kalispell, Montana 59901
NFS oufffflng and Land fop a PaMfg Lot
1. e i e 4 90
nest e
r $7,470.00 '.1in .Yn�.t;3 (�. ... ��,.
-' +t .l. i�1t.
�. �. Fr � ; },, .�#jam. �.. Fj� *: :�.Ct ,, t I;I f<Ff►:: r i � i i f + .1s�it` : �.(. If .
Greg Ellingson Roger Jacobson Ashli Thompson James Thompson Ken Yachechak
406-257-1076 406-257-5566 FAX 406-257-5556