2. Plaza West Parking Lot SaleCity of Kalispell
Post Office Box 1997 - Kalispell, Montana 59903-1997 - Telephone (406)758-7700 Fax(406)758-7758
January 19, 2001
TO: Mayor, City Council and Manager
From: Glen Neier, City Attorney I / 'y
Re: Sale of Plaza West Parking Lot
The Community Development Department over the last year has engaged
in an effort to provide low income, elderly housing within the
Downtown Urban Renewal Area. In December, 2000, the Department
requested proposals for the development of approximately 17,500
square feet of property in Block 47. (Plaza West Parking Lot)
Hampstead Partners, Inc. submitted a proposal to purchase the
property for $140,000 and build a 40 unit low income, elderly
apartment building on the site, subject to certain conditions.
The Purchase Agreement in your packet sets forth the conditions
under which Hampstead will purchase the Plaza West Parking Lot for
the purpose of redevelopment. Under the Agreement, Hampstead agrees
to purchase the property for $140,000.00. The City and Hampstead
will close on the property on January 25, 2001. As consideration
for the City transferring title to the property, Hampstead will
give the City a note bearing interest at the rate of 6% due and
payable on May 1, 2002. The note will be secured by a trust
indenture with the City as beneficiary. Hampstead anticipates
retiring the note with funds obtained through HOME and CDBG grants
and tax credits through the Montana Board of Housing. HOME, CDBG
and tax credits will also be utilized in site development.
In the event Hampstead does not obtain the funds necessary to
retire the note as stated in the Agreement, Hampstead may demand
that the City repurchase the property in exchange for cancellation
of the note. In the event Hampstead does receive the funds, but
hampsteadsalememo.wpd
does not commence construction of the low income, elderly apartment
complex within two years of May 1, 2002, the Agreement gives the
City the option of repurchasing the property for $140,000,
inclusive of the interest accrued. (A copy of the Option Agreement
is included in the packet).
The Agreement also allows the City to lease the Plaza West Lot from
Hampstead on a month -to -month basis for the sum of $1.00 per month
until Hampstead commences development.
The Plaza west sale is a first step in a significant redevelopment
project in the Downtown Urban Renewal Area. It will provide
convenient, affordable housing for senior citizens and generate
some additional tax revenue.
A motion authorizing and directing the City Manager to execute the
Purchase Agreement and the Option Agreement, and to do all
necessary acts for consummation of the sale of the North �4 of Lot
15, and all of Lots 16 & 17, Block 47, Kalispell should be made and
passed by the Council.
hampsteadsalememo.wpd
PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into as of , 2001, by and
between the City of Kalispell, a municipal corporation, organized and existing under the laws of
the State of Montana, hereinafter CITY, and Hampstead Partners, Inc., a California corporation,
with its principal office at 1205 Prospect Street, Suite 450, La Jolla, California 92037,
hereinafter HAMPSTEAD;
WHEREAS, the CITY is the owner of certain real property, described as follows:
The North one-half (N'/2) of Lot 15, all of Lots 16 and 17 of Block
47 of the original townsite of Kalispell, Flathead County, Montana.
The property is commonly known as Plaza West Parking Lot,
and
WHEREAS, the CITY is authorized to dispose of the said property under the Montana
Urban Renewal Law for purposes consistent with the Redevelopment Plan for the City of
Kalispell, and
WHEREAS, HAMPSTEAD, desires to purchase from the CITY said property for the
construction of a 40 unit, low income, senior apartment complex and related improvements in
accordance with a proposal submitted to the CITY by HAMPSTEAD.
NOW, THEREFORE, the parties agree as follows:
1. HAMPSTEAD agrees to purchase from the CITY, subject to certain
conditions subsequent hereinafter set forth; and the CITY agrees to sell to
HAMPSTEAD, or is assigns, also subject to certain conditions subsequent
hereinafter set forth; certain real estate located in Kalispell, Flathead
County, described as follows:
The North one-half (NI/2) of Lot 15, all of Lots 16
and 17 of Block 47 of the original townsite of
Kalispell, Flathead County, Montana.
The property is commonly known as Plaza West
Parking Lot.
2. PURCHASE PRICE. The purchase price to be paid by HAMPSTEAD to the
CITY shall be the sum of One Hundred Forty Thousand and no/100 Dollars
($140,000.00).
3. PAYMENT OF PURCHASE PRICE. The purchase price shall be paid by
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HAMPSTEAD to the CITY in the following manner:
A. The sum of One Hundred and no/100 Dollars ($100.00) as an
earnest money down payment, the receipt and sufficiency of which
is hereby acknowledge by the CITY.
B. The balance of the purchase price of One Hundred Thirty -Nine
Thousand Nine Hundred and no/100 Dollars ($139,900.00)
together with accruing interest at six percent (6%) per annum shall
be paid to the CITY, in a single lump sum payment due on or
before May 1, 2002. HAMPSTEAD's obligation will be
evidenced by a promissory note payable to the CITY, and secured
by a trust indenture on the subject real property in which the CITY
is named as beneficiary.
4. CLOSING DATE. HAMPSTEAD and the CITY mutually agree to close said
sale no later than January 25, 2001.
CONDITIONS SUBSEQUENT. Notwithstanding Sections 1, 2 and 3, the CITY
and HAMPSTEAD acknowledge that HAMPSTEAD's development plans for the
subject property are contingent upon awards to HAMPSTEAD of HOME funds
and a CDBG grant from the U.S. Department of Housing and Urban Development
and an allocation of tax credits from the Montana Board of Housing.
HAMPSTEAD agrees to make timely application for an allocation
of tax credits, for HOME funds and for a CDBG grant as they are
available in the calendar year 2001, in amounts sufficient to fund
HAMPSTEAD's development plans for the above -described 40
unit, low income, senior apartment complex and related
improvements; and to make its best effort to obtain the tax credits
and HOME funds and CDBG grant.
In the event HAMPSTEAD does not receive an allocation of tax
credits from the Montana Board of Housing and HOME funds and
a CDBG grant from the U.S. Department of Housing and Urban
Development in amounts sufficient to fund the above -described
development plans; the CITY agrees to repurchase the property
from HAMPSTEAD for the outstanding balance of principal and
accrued interest due on the promissory note described in Section 3.
Upon receipt of written notice from HAMPSTEAD confirming
that an allocation of tax credits from the Montana Board of
Housing and/or U.S. Department of Housing and Urban
Development HOME funds and/or a CDBG grant were not
awarded in amounts sufficient to fund the above -described
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development plans, together with a written demand to the CITY
for repurchase; the CITY agrees to take immediate steps to
repurchase the subject property from HAMPSTEAD.
In the event of a repurchase, the parties intend that title to the
subject property will vest in the CITY or the CITY's assigns, and
that HAMPSTEAD's obligation to the CITY pursuant to the
promissory note and mortgage will be cancelled and fully
discharged.
The parties specifically agree that this condition subsequent will
survive closing, and will not be merged into the deed described in
Section 10 below.
6. OPTION. HAMPSTEAD shall at the time of closing grant to the CITY an option
to repurchase the property for the sum of $140,000 inclusive of the amount of
accrued interest on the Promissory Note executed by HAMPSTEAD and payable
to the CITY in connection with this transaction. This option is exercisable by the
CITY only if HAMPSTEAD does not undertake the construction of a 40 unit, low
income, senior apartment complex and related improvements on the property on
or before May 1, 2004. This option shall terminate automatically, without notice
upon the earlier of (a) the issuance of a building permit by the CITY for said
construction, or (b) on June 1, 2004.
LEASE. HAMPSTEAD agrees to lease the subject property to the CITY for the
sum of $1.00 per month for the purpose of operating a parking lot on said
property. Said lease shall commence at closing, and is terminable upon 30 days
written notice from HAMPSTEAD to the CITY. The terms of the lease will be
set forth in a written lease agreement to be executed by the parties at closing.
8. POSSESSION. Possession of the said property shall be given to HAMPSTEAD
by the CITY at closing.
9. TITLE INSURANCE. The CITY agrees to provide to HAMPSTEAD, within ten
(10) days of execution of the Purchase Agreement and shall cause to be issued
upon closing at the CITY's expense, an owner's commitment for title insurance
(on ATLA Form 1990-13) insuring said property purchased hereunder for the sum
of One Hundred Forty Thousand and no/100 Dollars (140,000.00), insuring good
and marketable title to be in the CITY's name; subject, however, to easement and
right-of-way for utilities, streets and storm sewers of record.
10. CITY'S REPRESENTATIONS AND WARRANTIES. As a further inducement
to enter into this Purchase Agreement and to consummate the transaction
contemplated by this Purchase Agreement, the CITY warrants now and as of the
date of closing, as follows:
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A. The CITY has good and insurable title to the real
estate to be transferred hereunder. The title to be
granted and conveyed shall be merchantable, fee
simple title free and clear of all matters except those
exceptions described in the title commitment, if
approved, or otherwise waived by HAMPSTEAD
or provided for herein.
B. The CITY has full right, power and authority and
have take all requisite actions to enter into this
Purchase Agreement and to grant, sell and convey
said property to HAMPSTEAD as provided in this
Purchase Agreement and to carry out its obligation
as set forth in this Purchase Agreement.
C. The CITY has not received notice from any
governmental authority of any violation affecting
the property to be transferred hereunder except as
disclosed in writing to HAMPSTEAD prior to the
execution of this Purchase Agreement, if any.
D. There are no pending improvement liens or special
assessments to be against the premises by ay governmental
authority or third party, except as otherwise disclosed in
writing to HAMPSTEAD prior to the execution of this
Purchase Agreement and except special and annual
assessments applicable to all property within the City.
E. No work has been performed or is in progress by the CITY
or at the direction of the CITY, and no materials have been
furnished to the premises or any portion thereof, which
might give rise to a mechanic's materialman's construction
or other liens against said property.
F. No consent or approval of any person, entity or
governmental agency or authority is required with respect
to the execution and delivery of this Purchase Agreement
by the CITY and, as of the closing date no unobtained
consent or approval will be required with respect to the
consummation by the CITY of the transactions
contemplated hereby or the performance by the CITY of its
obligations hereunder.
G. The CITY shall not grant, sell, convey or encumber said
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property prior to the closing date.
H. Said property is not subject to any leasehold interest and
the CITY further agrees that the CITY will not enter into
any lease of said property, nor will the CITY use said
property for the storage of snow.
I. There is no indebtedness outstanding and no outstanding or
unpaid bills incurred for labor and material in connection
with said property, or for service of architects, surveyors,
or engineers in connection with said property.
Said property is served by a dedicated public street and
there are no right-of-way adjustments pending that will
materially affect said property.
K. There are no taxes, assessments or liens against said
property for any present or past due taxes or for paving,
sidewalk, curbing, sewer, or other improvements of any
kind, except for special and annual assessments applicable
to all property within the City, none of which have any
balance due.
L. As of the closing date, there will be no outstanding,
pending, or threatened suits, judgments, executions,
bankruptcies, condemnation proceedings, changes, or any
other proceedings pending or on record in any court of any
nature or before or by an governmental or administrative
agency which could in any manner now affect
HAMPSTEAD's title to, possession of or use of said
property, or which could now or hereafter constitute a lien
upon said property or materially or adversely affect or
change said property, except zoning changes occasioned by
the adoption of an airport mater plan containing an airport
influence area.
M. The CITY is not surety on any bond or indebtedness
wherein through the default thereof, a lien against
said property would be created without further legal
action.
N. As of the closing date, there will be no recorded or unrecorded liens,
security interest, security agreements, or UCC financing statements
against said property.
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O. Said property is not subject to any federal, state or local "Superfund" lien
proceedings, claim, liability or action, or the threat or likelihood thereof,
for the cleanup, removal or e-mediation of any "hazardous substance"
from said property, and the CITY has not caused and will not cause, and
there never has occurred a release, leak, discharge, spill, disposal, or
emission of any "hazardous substance" as of the date hereof. As between
the CITY and HAMPSTEAD, the CITY shall bear any and all
environmental liability, including attorney's fees, or any hazardous
substances on, in or under the property, including any groundwater
contamination, as of the closing date, even if discovered after the closing
date, and HAMPSTEAD shall bear any and all environmental liability,
including attorney's fees, for any hazardous substances, released, leaked,
discharged, spilled, disposed of, emitted or otherwise placed on, in or
under the property, including any groundwater contamination as long as
the promissory note and trust indenture remain executory after the closing
date. As used in this Purchase Agreement, "hazardous substance" means
any substance that is toxic, ignitable, reactive, or corrosive and that is
regulated by any local government, State of Montana, or the United States.
"Hazardous Substance" includes any and all material or substances that
are defined as "hazardous wastes", "extremely hazardous waste" or
"Hazardous Substance" pursuant to state, federal or local governmental
law including without limitation CERCLA, SARA, RCRA, the Clean
Water Act, the OSHA Act, or the Toxic Substance Control Act.
"Hazardous Substance" includes, but is not restricted to, asbestos,
petroleum products, nuclear fuel or materials, known carcinogens, urea
formaldehyde, foamed -in -place insulation, and polychlorinated biphenyl
(PCBs).
P. The warranties and representations set forth in this Section 8 shall survive
the closing, and shall not be merged into the Deed described in Section 10
below.
Q. In the event that any of the representations and warranties set forth in this
paragraph are not true in any material respect as of the closing date or if
the CITY otherwise defaults hereunder, in addition to any other remedies
available to HAMPSTEAD, HAMPSTEAD may terminate this Purchase
Agreement on or at any time prior to the closing date and the earnest
money shall be immediately returned to HAMPSTEAD.
11. HAMPSTEAD's REPRESENTATIONS AND WARRANTIES.
HAMPSTEAD represents and warrants as follows:
A. That HAMPSTEAD has the right, power and authority to purchase said
property subject to the terms and conditions as provided under this
Agreement, and execute, deliver and perform its obligation under this
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Agreement.
B. To HAMPSTEAD's actual knowledge, there exists no action, suit, or
litigation or proceeding which would limit HAMPSTEAD's ability to
purchase said property and to perform the terms and conditions of this
Agreement.
C. The warranties and representations set forth in this Section 9 shall survive
the closing.
12. CLOSING DOCUMENTATION. At the closing, the CITY shall deliver to
HAMPSTEAD a standard form of Montana Warranty Deed conveying title to
said property.
13. OPERATING EXPENSES, COSTS, CHARGES AND PROPERTY TAXES.
The CITY shall be responsible and pay for all operating expenses which have
accrued or shall become due prior to the closing date. All operating expenses
shall be read and finalized, if reasonably possible, as of the closing date.
HAMPSTEAD shall be responsible for taxes commencing on the date of closing.
14. ZONING. The CITY represents that the property is properly zoned for all uses
outlined in the proposal of which the Purchase Agreement is part of the City of
Kalispell, Montana.
15. NOTICES. Notices shall be given under this Agreement upon deliver to the
address set forth below either by certified mail or by delivery from nationally -
recognized, overnight delivery service. Notices shall be delivered to the
following addresses:
To CITY: City Manager
City of Kalispell
P.O. Box 1997
Kalispell, MT 59903
To HAMPSTEAD: Jay Wentz
Hampstead Partners, Inc.
1205 Prospect Street, Suite 450
La Jolla, CA 92037
Debra D. Parker
Connell Law Firm
P.O. Box 9108
Missoula, MT 59807
14. BINDING EFFECT. This Agreement shall be binding and inure to the benefit of
Page 7 of 8
the parties hereto, their heirs, successors and assigns.
Dated this _ day of January, 2001.
HAMPSTEAD PARTNERS, INC. CITY OF KALISPELL
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STATE OF MONTANA )
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COUNTY OF FLATHEAD )
0
Its:
Attest:
This instrument was acknowledged before me on this day of 2001,
by as of HAMPSTEAD PARTNERS,
INC.
(SEAL)
STATE OF MONTANA )
:ss
COUNTY OF FLATHEAD )
Notary Public for the State of Montana
Residing at
My Commission Expires:
This instrument was acknowledged before me on this day of 2001, by
, for the CITY OF KALISPELL, its
and attested to by , its
Notary Public for the State of Montana
Residing at:
My Commission Expires:
Page 8 of 8
OPTION AGREEMENT
In consideration of the sum of One Dollar ($1.00) and other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, HAMPSTEAD PARTNERS,
INC., of 1205 Prospect Street, Suite 450, La Jolla, California 92037 (hereinafter
HAMPSTEAD) grants to the CITY OF KALISPELL, a municipal corporation, of 312 1"
Avenue East, Kalispell, Montana 59901 (hereinafter CITY), the option to repurchase, for
the sum of One Hundred Forty Thousand and no/100 Dollars ($140,000.00);inclusive of
the total amount of accrued interest on that certain promissory note from HAMPSTEAD
to the CITY, in the original principal amount of One Hundred Thirty -Nine Thousand
Nine Hundred and no/100 Dollars ($139,900.00), dated ;
the following described real property:
The North one-half (N%2) of Lot 15, and all of Lots 16 and 17, Block 47 of the
original townsite of Kalispell, Flathead County, Montana;
subject to the following terms and conditions:
1. In the event HAMPSTEAD does not undertake the construction of a 40 unit, low
income, senior apartment complex on the above -described site on or before May
1, 2004, the CITY may exercise this option at any time prior to June 1, 2004 by
written notice personally delivered to HAMPSTEAD PARTNERS, INC., and by
paying to HAMPSTEAD the total purchase price of One Hundred Forty
Thousand and no/100 Dollars ($140,000.00), inclusive of the total amount of
accrued interest on that certain promissory note from HAMPSTEAD to the CITY
in the original principal amount of One Hundred Thirty -Nine Thousand Nine
Hundred and no/100 Dollars ($139,900.00), dated . Said payment to
be made by Cashier's or Certified Check delivered personally or by wire transfer
to HAMPSTEAD PARTNERS, INC. on or before June 1, 2004.
For the purposes of this paragraph, "undertake construction" shall mean
application for and issuance of a building permit by the City of Kalispell
Building Department or other appropriate body.
2. Upon due exercise of this Option and payment of the purchase price,
HAMPSTEAD shall deliver possession and title to the property to the CITY by
Page 1 of 3
Grant Deed and whatever instruments and documents are necessary and proper to
vest in the CITY full insurable, legal, equitable and unencumbered title to the
property, together with title insurance in the amount of One Hundred Forty
Thousand and no/100 Dollars ($140,000.00) in the name of the CITY.
This Option shall terminate automatically and without notice upon the earlier of:
(a) issuance of building permit to HAMPSTEAD for the construction of the
above -described apartment complex on or before May 1, 2004; or (b) on June 1,
2004.
HAMPSTEAD PARTNERS, INC. CITY OF KALISPELL
UA
STATE OF
:ss
COUNTY OF
LN
Attest:
This instrument was acknowledged before me on this day of 2001,
by as of HAMPSTEAD PARTNERS,
INC.
(SEAL)
Notary Public for the State of
Residing at
My Commission Expires:_
Page 2 of 3
STATE OF
:ss
COUNTY OF
This instrument was acknowledged before me on this _ day of 2001, by
, for the CITY OF KALISPELL, its
and attested to by
its
Notary Public for the State of
Residing at:
My Commission Expires:
Page 3 of 3
PARKING LOT LEASE
Hampstead Partners, Inc., of 1205 Prospect Street, Suite 450, La Jolla, California 92037,
hereinafter Lessor, leases to the City of Kalispell, a municipal corporation, of P.O. Box 1997,
Kalispell, Montana 59903, hereinafter Lessee, the surface only, of the following described real
property situated in the City of Kalispell, County of Flathead, State of Montana:
The North one-half (N%) of Lot 15, and all of Lots 16 and 17, Block 47 of the
original townsite of Kalispell, Flathead County, Montana;
The property is commonly known as Plaza West Parking Lot;
upon the following terms and conditions:
Term. This lease shall be effective upon the date when both the Lessor and
Lessee have accepted and signed this lease agreement and shall continue
thereafter on a month -to -month basis. Lessor or Lessee may terminate this lease
agreement at any time upon written notice given by one party to the other at least
thirty (30) consecutive calendar days prior to any day set forth in said notice as
the date of termination.
2. Use. Lessee agrees to occupy and use the property for the sole and exclusive
purpose of maintaining and operating a controlled temporary public automobile
surface parking lot facility. Lessee shall have the option of controlling parking on
said leased property by parking permits issued by the Lessee or by coin operated
parking meters.
3. Preparation Costs.
A. Lessee shall at its own expense install all necessary equipment and traffic
control striping as may be required.
B. Upon termination of this Parking Lot Lease by either party, either by
expiration of term or as herein provided, Lessee shall be entitled to
remove, at its expense, and retain any removable markers, signs or other
equipment, excepting surface material, provided that the same shall be
removed by Lessee within thirty (30) days after receipt of written notice of
the termination of this Parking Lot Lease.
4. Rental. The Lessee shall pay to the Lessor the sum of one dollar per month.
5. Taxes and Assessments. Lessee shall pay all taxes and special assessments
Pagel of 4
legally levied and imposed on said premises; it being understood that the personal
property improvements of the Lessee shall not be subject to tax.
6. Snow and Debris Removal. The Lessee shall be responsible for the plowing and
removal of piled snow from said premises. Lessee shall also sweep said lot with
its street sweeping equipment at least twice each year during the period the same
is free from snow. Lessee shall promptly remove all snow from the sidewalks
adjoining said premises and comply with all ordinances of the City of Kalispell,
as may apply thereto.
Operation. Lessee agrees to operate said premises in a reasonable and proper
manner as a public automobile parking lot and to police the same, and keep the
same open to the public twenty-four hours of the day every day of year and to
keep the premises in a neat and clean condition at all times; provided, however,
that the meters, if any, need be policed, only, between the hours of 8:00 o'clock
A.M. to 6 o'clock P.M., Monday through Friday.
8. Fines. The lessee shall be entitled to retain all parking permit fees and all fines
levied for the violations of the city parking ordinances or regulations of said
premises.
9. Liability. The Lessee shall obtain and keep in full force liability insurance under
the Lessee's general liability policy and Lessee agrees to hold Lessor harmless
from any and all liability of any nature whatsoever arising from or out of the
Lessee's use, possession and occupancy of the property herein described and to
defend, at its own expense, any action brought against the Lessor arising out of
the Lessee's use, possession and occupancy of said property. Lessee agrees to
name Lessor as an additional insured on the policy to the extent of coverage on
the subject premises. Lessee's liability hereunder shall not exceed that permitted
by laws of the State of Montana, applicable should Lessee be the owner of said
premises rather than the lessee thereof.
10. Advertising. No concessions or advertising shall be located on said property
except as are hereafter mutually agreed by the parties hereto. Except Lessor may
place a sign thereon concerning its business and ownership of the lot. Lessee may
also provide and install in a prominent place or places on said premises a suitable
sign notifying the public that said premise is a public parking lot and the
conditions of parking permitted thereon.
11. Lighting_ Lessee shall install and pay the cost of operation of any lighting fixture
for said lot as Lessee may deem necessary.
12. Default. In the event Lessee shall default in the performance of any of the terms
or conditions of this Lease and any such default shall continue unremedied in
whole or in part for a period of thirty (30) days after written notice shall have
Page 2 of 4
been delivered by the Lessor to the City; and the Lessor may, at its option,
terminate this Lease and re-enter and retake possession of the property without
further notice or demand, and Lessee shall have the right of removal of its
improvements as provided in paragraph 3(B) above. In the event such default
continues unremedied for such period, Lessor may, at its option, pursue any other
remedy available under the laws and statutes of the State of Montana.
13. Notices. All notices, demands, requests, approvals, consents and other
instruments which may or are required to be given by either party to the other
shall be deemed to have been properly given if mailed by United States,
Registered or Certified Mail, return receipt request, postage prepaid, address:
Lessor: Jay Wentz
Hampstead Partners, Inc.
1205 Prospect Street, Suite 450
La Jolla, California 92037
with a copy to:
Debra D. Parker
Connell Law Firm
200 S.W. Higgins, Suite 200
P.O. Box 9108
Missoula, Montana 59807-9108
Lessee: Office of Manager
City of Kalispell
P.O. Box 1997
Kalispell, Montana 59903-1997
14. Amendments. This Lease contains a complete expression of the agreement
between the parties and there are no promises, representations or inducements
except as herein provided. The parties warrant and represent that there are no
collateral agreements or external conditions precedent or other circumstances
which would justify the use of parole evidence or supplement, add to, vary or
delete from this Lease or term, conditions or covenant herein. This Lease
agreement may not be changed or modified orally but only by an agreement in
writing signed by the party against whom such change or modification is sought
to be enforced.
15. Partial Invalidity. If any term or provision of this Lease is to any extent held
invalid or unenforceable, the remaining terms and provisions of this Lease will
not be affected thereby, by each term and provision of this Lease will be valid and
Page 3 of 4
will be enforceable to the fullest extent permitted by law or in equity.
Dated this _ day of 2001.
HAMPSTEAD PARTNERS, INC. CITY OF KALISPELL
0
Its:
STATE OF )
:ss
COUNTY OF )
Un
Its:
Attest:
This instrument was acknowledged before me on this day of 2001,
by as of HAMPSTEAD PARTNERS,
INC.
(SEAL) Notary Public for the State of
Residing at
My Commission Expires:
STATE OF
:ss
COUNTY OF )
This instrument was acknowledged before me on this _ day of 2001, by
, for the CITY OF KALISPELL, its
and attested to by , its
Notary Public for the State of
Residing at:
My Commission Expires:_
Page 4 of 4
January 5, 2001
Ms. Theresa White
City Clerk
City of Kalispell
312 First Avenue East
Kalispell, MT 59901
RE: Response To RFP
Plaza West Parking Lot
Dear Ms. White:
Hampstead Partners (HP) is pleased to respond to your Request For Proposal related to the above
referenced property located along Second Avenue West. Our firm has.a long standing interest in
this location given our acquisition and rehabilitation of Big Sky Manor across the street from the
Plaza West parking lot.
As we have outlined to the Council in the past, we envision a comprehensive multi -phased
redevelopment plan for 2nd Avenue West. The acquisition and rehabilitation of Big Sky Manor
represents Phase I. Part of our plans for Phase II encompasses the lots that are a subject of the
RFP. A third phase would include construction of a new senior center and affordable assisted
care facility. A fourth phase would include additional retail space and parking.
Background As most everyone knows in the City of Kalispell, the area surrounding the subject
parcels is characterized by a strong senior presence including the Senior Walk, Sykes, Big Sky,
Other senior apartments, Post Office, etc.
Phase II Proposal
Phase II would include three components:
1. Acquisition of the 17,500 s.f. City -owned lots which are the subject of the RFP.
We would develop a three-story 40-unit independent senior living facility financed with a
combination of federal tax credits, HOME and CDBG funds. Please see Exhibits A, B,
C, and D attached hereto.
2. Acquisition of the adjacent commercial buildings and lots to the south now housing Montana
Motor Sports (MMS) (17,500 s.f. lot)
2.
HP plans to tear down the existing dilapidated garage building on lots 14 and 15 and to
rehabilitate the retail space in the buildings to the south at the comer of 2"d Avenue West
and 2nd Street. HP has been under contract to purchase MMS since August of last year
conditioned upon obtaining suitable financing. Said financing requires a loan in the
amount of $340,000 from the City to HP.
Street improvements.
We have approached the City with respect to the idea of completing some street and
landscaping improvements along 2"d Avenue West using TIF funds. Additionally, our
plan calls for a small "Senior Park" at the eastern corners of 2"d Avenue West and 2"d
Streets. The northerly section of the park would be positioned upon our "Montana Motor
Sports" parcel. (Please see attached Concept Plan). Additionally, we have been engaged
in discussions with the owners of the Kalispell Mall in an attempt to work with them to
make the 2"d Avenue West entrance to the Mall more pedestrian "friendly" and to create a
connection between downtown and the Mall. Please see Exhibit E attached hereto.
Purchase Proposal For Subject Parcel
Purchase Price:
$140,000
Timing: Closing
January 25, 2001
Terms:
Please see drafts of Purchase Agreement and related documents
attached as Exhibit F.
Developer Qualifications
Hampstead Partners has established an excellent reputation and track record in Montana and the
Flathead Valley in particular. We just finished redevelopment work on four properties in the
Valley this last year, including Big Sky Manor across the street from the subject. This effort was
awarded a HUD Best Practice Award as one of the top 100 projects in the country last year,
among other accolades nationally for the effort in 2000. Please see Exhibit G attached hereto.
We recently set up a local property management office in Kalispell that will insure strong
management support and attention for the entire effort going forward.
The independent living center will be co -owned by the Flathead Endowment for Aging Services,
a 501(c)(3) nonprofit company.
Property Tax Revenue Enhancement
We believe that our proposed plans for the West side of Downtown Kalispell will significantly
enhance the commercial appeal of the area and "kick-start" additional development. This will, of
course, result in the generation of property tax revenue exceeding that directly involved with our
proposed project. Nonetheless, there will be significant new near -term property taxes generated
by our proposed projects themselves:
Property
Independent Senior Living
Center
Purchase & Rehab. Montana
Motor Sports Building
Estimated Taxable Estimated Property
Estimated Cost Value Tax
$3,850,000 $2,000,000 $40,000
$340,000 $340,000 $6,800
Summary
Our development plan is comprehensive in scope and will act to improve not only the subject
property, but the entire area. Please see Exhibit H attached hereto. We have a strong
development team with a proven local track record.
Our team has demonstrated a real readiness to proceed by, among other efforts, having already
entered into a purchase agreement with the current owner of the adjacent parcel that is necessary
to execute our plan. We stand ready to close once we have your approval. We have recently
completed a market study that clearly establishes a need for the proposed housing.
The proposed development is consistent with the City's plan for the area and all zoning
regulations. It will take maximum advantage of both the site in question as well as those
surrounding it. We will retain a local Montana architect and construction company to
attractively design, construct and rehabilitate all buildings in a manner that both complements
and enhances the neighborhood.
The development will add to the City's supply of affordable housing for seniors in a location that
best suits their needs. Use of Federal Low Income Housing Tax Credits, CDBG and HOME
monies will significantly leverage local and private funds.
Our purchase price is fair and consistent with appraised value.
We hope that the City of Kalispell will look favorably upon our proposal. All of us here at
Hampstead Partners are excited to continue our efforts in the area. Please feel free to get back to
us at any time with any questions that you might have or for additional materials.
Sincerely,
Hampstead Partners
Jay Went
Princip
Schedule of Exhibits
A. Site Plan
B. Floor Plan
C. Elevation
D. Preliminary Outline Specifications
E. Streetscape Concept Plan
F. Draft Purchase Agreement and Related Documents
G. Hampstead Partners, Inc. Corporate Brochure and Resume
H. Second Avenue West Redevelopment Summary
L_
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PRELIMINARY OUTLINE SPECIFICATIONS
10/3/00
Project: Second Avenue West Senior Apartments
Kalispell, Montana
Prepared By: Hampstead Partners
Site Work: Site work includes site preparation, demolition, grading, concrete paving, landscaping,
irrigation, site lighting, site furnishings, etc.
Parking Lot and Driveway Paving: Concrete
Building:
Type of Construction: Wood Frame Type V-Fully Fire Sprinklered
Disabled Access: Common areas fully disabled accessible
6 units fully disabled accessible
1 unit hearing and vision impaired
All units to have grab bars at toilets and tub/shower
Hallways to have handrails both sides
Exterior Finishes: Vinyl siding, painted wood or vinyl trim and detailing
Doors: Aluminum storefront at main entrance with electric door opener on main entry door,
others hollow metal
Windows:
Vinyl or vinyl clad wood, dual glazed.
Roof:
40 yr. dimensional composition single, aluminum gutters and downspouts
Finishes:
Flooring: Commercial grade carpet in living areas, commercial grade VCT in
kitchen/dining and entry
Walls: 5/8" drywall with paint, wall covering in lobby
Ceiling: 5/8" drywall with paint
Cabinets:
Plastic laminate finish, KCMA approved
Countertops:
Plastic laminate finish
Specialties:
Full size mirror in bath above vanity
Medicine cabinet
Residential Appliances:
Medium grade, full size, energy efficient
Electric Range, Dishwasher, Ex. Hood, Microwave (on cabinet shelf, not built-in),
Garbage Disposal
HVAC:
Energy efficient
Units -Heat and AC using individual split system (natural gas fired heat FAU in each unit
with roof or ground mounted condensing units)
Common Areas:- Heat and AC using split system (natural gas fired heat FAU in each unit
with roof or ground mounted condensing units)
Plumbing: Code minimum
Central gas fired water heating
One piece acrylic tub/shower unit
Gas individually metered
Electrical: Code minimum (3 phase)
Individual Metering
Comm/Data Wiring: One CATV outlet in each living room and bedroom
One Tel/Data outlet in each living room, and bedroom with two Cat 5 and one tel cable
per outlet
One telephone outlet in each kitchen.
Provision for common computer network, server and public terminals in library.
Help call system
Entry intercom system
Conveyance: Hydraulic Elevator, ADA compliant/gurney capable, medium grade.
Furnishings: Allowance for lobby, library, lounge and meeting room furniture $50,000
Metal mini -blinds in units
Note: Subject to change.
01 /05/01
KALISPELL DOWNTOWN WEST INDEPENDENT
LIVING FACILITY
FLOOR AREA TABULATION
Floor
Area
Quantity
(SF)
Subtotal
Total
Dwellings
OBR
0
600
-
1BR
30
700
21,000
2BR
10
825
8,250
29,250
Circulation
0.1
2,925
Service
0.02
585
Lounge
3
300
900
4,410
Community Room
1
3000
3,000
Craft Room
1
300
300
Library
1
200
200
Tenant Storage
40
15
600
Common Areas
1
300
300
Laundry
1
1000
1,000
Service
1
1000
1,000
6,400
Circulation/Lobby
0.15
960
960
TOTAL FLOOR AREA
41,020 SF
indep living floor areas.xls
Downtown Kalispell West
Redevelopment Plan
ALTERN TE PROFOSED
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REDEVELOPMENT PHASING
For information contact:
H() Hampstead Partners, Inc.
Chris Foster (858) 551-5302
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$139,900.00
PROMISSORY NOTE
January , 2001
FOR VALUE RECEIVED, HAMPSTEAD PARTNERS, INC. ("Maker") promises to
pay to the order of the CITY OF KALISPELL ("Holder") at P.O. Box 1997, Kalispell, Montana
59903, or at such other place as is designated from time to time by Holder, in lawful money of
the United States, the sum of One Hundred Thirty -Nine Thousand Nine Hundred and no/100
Dollars ($139,900.00), together with interest thereon at the rate of six percent (6%) per annum
from the date hereof, payable in a single payment of principal and accrued interest on or before
May 1, 2002.
This Note is secured by a trust indenture of even date herewith encumbering certain real
property located in Flathead County, Montana.
This Note shall become due and payable at the option of Holder immediately upon
default in payment of any installment of principal or interest payable hereunder, or any part
thereof, or upon failure to comply with any of the terms, covenants, conditions or agreements
contained in any document securing this Note.
Waiver by holder of any default by Maker shall not constitute a waiver by Holder of
subsequent default. Failure by Holder to exercise any right, power or privilege which Holder
may have by reason of a default by maker shall not preclude the exercise of such right, power or
privilege so long as such default remains uncured or if a subsequent default occurs.
Maker agrees to pay all costs of collection, including a reasonable attorney fee, if this
Note is placed in the hands of an attorney for collection after default, and hereby waives demand,
presentment for payment, protest, notice of protest, and notice of dishonor.
HAMPSTEAD PARTNERS, INC.
By:
Its:
TRUSTINDENTURE
THIS TRUST INDENTURE is made this _ day of , 2001, by and among
Hampstead Partners, Inc., with mailing address at 1205 prospect Street, Suite 450, La Jolla,
California 92037, ("Grantor"), and , with principal office
at , ("Trustee"), and the City of Kalispell, with
mailing address at P.O. Box 1997, Kalispell, Montana 59903, (`Beneficiary"),
WITNESSETH: Grantor hereby irrevocably GRANTS, CONVEYS and WARRANTS to
Trustee, its successors and assigns, in trust, with power of sale, the following properties
(collectively, the "Premises"):
1. REAL PROPERTY: The following described real property, now owned or
hereafter acquired, in Flathead County, Montana, which does not exceed thirty (30) acres in
area:
The North one-half (NI/2) of Lot 15, all of Lots 16 and 17 of Block
47 of the original townsite of Kalispell, Flathead County, Montana.
The property is commonly known as Plaza West Parking Lot.
together will all buildings, fixtures, and improvements thereon and all tenements, hereditaments,
privileges and appurtenances thereto, and all rents, issues, royalties and profits therefrom;
2. PERSONAL PROPERTY: All equipment, fixtures and personal property now or
hereafter attached to, placed in or upon or necessary or convenient to the use of said real property
or improvements thereon, as well as renewals, replacements, alterations, accessories, increases,
substitutes, and proceeds thereof, all of which personal property shall be deemed not separable in
whole or in part without material injury to the Premises.
3. FOR THE PURPOSE OF SECURING: (a) payment of that Promissory Note
given by Grantor to Beneficiary or even date herewith for the principal sum of One Hundred
Thirty -Nine Thousand Nine Hundred and no/100 Dollars (S139,900.00), with interest and other
charges thereon, under which the final payment is due on May 1, 2001; (b) performance of each
agreement and covenants of Grantor contained herein and in all of the obligations described
herein; and (c) any and all extensions, renewals, modifications, substitutions, or replacements of
any and all of the foregoing. All of the obligations described above shall be included in the term
"Note" whenever and wherever that term is used in this Trust Indenture.
TO PROTECT THE SECURITY OF THIS TRUST INDENTURE, AND FOR OTHER
PURPOSES, IT IS AGREED:
GRANTOR WARRANTIES. Grantor represents and warrants to Beneficiary
Page 1 of 6
that: (a) Grantor is the lawful owner of marketable fee simple title to the Premises free and clear
of all mortgages and liens except real estate taxes not yet due; (b) this Trust Indenture and the
Note have been duly and validly executed and delivered by Grantor; and (c) Grantor has not and
will not contaminate the property with asbestos, oils, petroleum or petroleum products or by any
hazardous waste or hazardous substance as defined under laws of the United States or the State
of Montana, while Grantor is in possession of the property.
2. PAYMENT OF IMPOSITIONS. Grantor shall pay when due and before any
penalty all taxes, assessments, water charges, sewer charges, and other fees, taxes, charges and
assessments of every and kind and nature whatsoever assessed or charged against or constituting
a lien on the Premises or any interest therein, or the indebtedness secured hereby
("Impositions"); and will upon demand furnish to the Beneficiary proof of the payment of any
such Impositions.
3. INSURANCE. Grantor shall obtain and maintain continuously in effect with
respect to the Premises policies of insurance against such risks, in such amounts and with such
companies satisfactory to Beneficiary, with a mortgagee clause satisfactory to Beneficiary.
Copies of policies or certificates evidencing the insurance shall be deposited with Beneficiary.
Each policy shall provide that the insurer will not cancel, refuse to renew, or materially modify
the policy without giving at least thirty (30) days advance written notice to Beneficiary.
4. LIENS. Grantor shall keep the Premises free from statutory liens of every kind
and shall pay promptly and discharge all encumbrances, charges and liens on the Premises
whether inferior or superior to the line of this Trust Indenture. Grantor shall keep and maintain
the Premises free from the claims of all persons supplying labor or materials which will enter
into the construction, repair, alteration or improvement of any and all buildings now on, now
being erected, or which hereafter may be erected on the Premises.
5. MAINTENANCE. Grantor agrees to keep and maintain the Premises in good
condition, repair and operating condition free from any waste or misuses, and to comply with all
requirements of law, municipal ordinances, regulations, and covenants affecting the Premises and
their use. Beneficiary may enter upon and inspect the Premises at any reasonable time and effect
whatever repairs or replacements the Beneficiary may reasonably require to maintain to premises
in good condition (provided the Beneficiary shall have no duty to make inspections and shall not
incur any liability or obligation for making or not making any inspections). Grantor has
disclosed its intent to incorporate the subject property into a development project which will
include a 40 unit, low income, senior apartment complex and related improvements.
6. PROTECTION OF SECURITY. If Grantor defaults hereunder in any respect, or
if Beneficiary in its sole judgment and discretion deems it necessary to expend funds, appear in
actions or take other action to protect the full security interest intended to be created by this
instrument, then Beneficiary or Trustee, without obligation to do so, without notice or demand
upon Grantor, and without releasing Grantor from any obligation hereof, may make such
Page 2 of 6
appearances, expend such funds and take such actions as either may deem necessary to protect
the security hereof, Beneficiary and Trustee being authorized to enter upon the Premises for such
purposes. Grantor will on demand reimburse Beneficiary and trustee for all amounts expended,
including reasonable attorneys' fees, pursuant to this paragraph, together with interest thereon at
the rate applicable under the Note after maturity of principal.
7. ASSIGNMENT OF RENTS. Grantor hereby assigns to Beneficiary all rents,
issues, royalties and profits of the Premises, provided that Grantor shall have the right to collect
all such rents, issues, royalties and profits, but only as they become and payable and only until
Grantor defaults hereunder in any respect, at which time Beneficiary shall have the right with or
without taking possession of the Premises, to collect the same, and apply the same, less costs and
expenses of operation and collection including reasonable attorneys' fees, upon any indebtedness
secured hereby. Nothing contained herein, nor the exercise of rights hereunder by Beneficiary,
shall be construed or considered an affirmation of any tenancy, lease or option, nor an
assumption of liability under nor subordination of the lien or charge of this Trust Indenture to,
such tenancy, lease or option.
8. POWERS OF BENEFICIARY AND TRUSTEE. Without affecting the liability
of any person, including Grantor, for the payment of any indebtedness secured hereby or the lien
of this Trust Indenture or the remainder of the Premises for the full amount of any indebtedness
unpaid, Beneficiary and Trustee are respectively empowered as follows: Beneficiary may from
time to time, without notice and without regard to the consideration, if any, paid therefor, and
notwithstanding the existence at the time of any inferior liens thereon: (a) release any person
liable for the payment of any of the indebtedness; (b) extend the time or otherwise alter the terms
of payment of any of the indebtedness; (c) later, substitute or release any property securing the
indebtedness; or (d) accept any additional security or resort to any security in such order as
Beneficiary may determine. Trustee may from time to time, upon the written request of
Beneficiary: (a) consent to the making of any map or plat of the Premises; (b) join in granting
any easement or creating any restrictions thereon; (c) join in any subordination or other
agreement affecting this Trust Indenture or the lien or charge thereof; or (d) reconvey, without
warranty, all or any part of the Premises.
9. EVENTS OF DEFAULT. If any one or more of the following events (the
"Events of Default") shall occur:
(a) Default in the punctual payment of any payment of money required to be made
pursuant to the Note, or any payment of money to be made pursuant to this Trust Indenture, or
any other instrument securing the Note,
(b) Default by Grantor under any terms, covenants and conditions of this Trust
Indenture, the Note, or of any other instrument securing the Note, not involving the payment of
money, or
Page 3 of 6
(c) Any representation or warranty made by Grantor to Beneficiary in connection
with the loan secured hereby proves to be untrue in any material respect,
then, in any such case, the Beneficiary or its attorney, may, at its option, without further written
notice to the Grantor, declare the principal of and the accrued interest on the Note and all sums
advanced hereunder, with interest, to be immediately due and payable, and thereupon the Note,
including both principal and all interest accrued thereon, and including any prepayment premium
then applicable, and all sums advanced hereunder and interest thereon, shall be and become
immediate duly and payable without presentment, demand or further notice of any kind.
10. BENEFICIARY'S REMEDIES. Upon the happening of any Event of Default
entitling the holder of the Note to accelerate its maturity, or in case the principal of the Note shall
have become due and payable, whether by lapse of time or by acceleration, then and in every
such case the holder of the Note may:
(a) Proceed to protect and enforces its rights by a suit or suits in equity or at law,
either for the specific performance of any covenant or agreement contained herein or in the Note,
or in aid of the execution of any power herein and therein granted, or for the foreclosure of this
Trust Indenture as a mortgage, or for the enforcement of any other appropriate legal or equitable
remedies. Beneficiary may be the purchaser at any foreclosure sale, and Beneficiary shall have
the right to credit upon the amount of its bid at sale the amount payable to Beneficiary out of the
net proceeds of the sale.
(b) Cause the Premises to be sold by the Trustee pursuant to the power of sale
granted herein, in accordance with the laws of Montana. The Premises shall be sold either as a
whole or in such parcels and in such order as designated by Beneficiary.
(c) In any action to foreclose, appoint a receiver of the rents, issues and profits of
the Premises as a matter of right and without notice, with power to collect the rents, issues and
profits of the Premises due and coming due during the pendency of such sale hereunder or any
suit hereunder, without regard to the value of the Premises or the solvency of any person or
persons liable for the payment of the Note involved in the suit. Grantor, for itself and any
subsequent owner or owners, hereby waives any and all defenses to to application for a receiver
as above provided, and hereby specifically consents to such appointment without notice; but
nothing herein contained is to be construed to deprive Beneficiary of any other right, remedy or
privilege it may now have under th law to have a receiver appointed. The provision for the
appointment of a receiver of the rents and profits is made in express condition upon which the
loan evidenced by the Note is made.
11. COSTS OF INVOKING REMEDIES. Except as may be otherwise provided
herein, Grantor agrees to pay to beneficiary or Trustee the costs and expenses, including
reasonable attorney fees, incurred by either of them, (a) in instituting, prosecuting or defending
any court action in which Grantor does not prevail, if the action involves the interpretation hereof
Page 4 of 6
or performance hereunder by a party hereto or the breach of any provision hereof, including but
not limited to an action to obtain possession of the Premises after exercise of the power of sale
granted hereunder; and (b) in attempts, which fall short of instituting an action or commencing
foreclosure, to secure performance hereof.
12. WAIVERS AND CUMULATIVE RIGHTS. Waiver by Beneficiary or any
default by Grantor, or acceptance of payment in default or partial payment, shall not constitute a
waiver by Beneficiary or any continuing or subsequent default. Failure by Beneficiary to
exercise any right, power, privilege or remedy which Beneficiary may have by reason of a
default by Grantor shall not preclude the exercise of such right, power, privilege or remedy so
long as the default remains uncured or if a subsequent default occurs. Each right, power,
privilege and remedy herein conferred upon the Beneficiary is cumulative and in addition to
every other right, power, privilege and remedy available to Beneficiary at law or in equity, and
each and eery right, power, privilege and remedy herein set forth or otherwise so existing may be
exercised from time to time as often and in such order as may be deemed expedient by
Beneficiary and such exercise shall not be a waiver of the right to exercise at any time thereafter
any other right, power, privilege or remedy.
13. RECONVEYANCE. Upon written request of Beneficiary stating that all sums
secured hereby have been paid, surrender of this Trust Indenture and all notes secured hereby to
reconvey the Premises to Grantor, without warranty. The Grantee in the reconveyance may be
described as "the person or persons legally entitled thereto."
14. GOVERNING LAW. This Trust Indenture is made within the State of Montana
pursuant to the Small Tract Financing Act of Montana, and the parties intend that said Act and
any other applicable Montana law govern this Trust Indenture, and all rights and indebtedness
secured hereby. This Trust Indenture is not taken in substitution for a mortgage in existence on
the effective date of said Act.
15. SEVERABILITY. The unenforceability or invalidity of any provisions hereof
shall not render any other provision or provisions herein contained unenforceable or invalid.
16. TIME. Time shall be of the essence of this Trust Indenture.
17. TRUSTEE. Trustee accepts this trust when this Trust Indenture, duly executed
and acknowledge, is made a public record as provided by law. Trustee is not obligated to notify
any party hereto of a pending sale under any other Trust Indenture or of any action or proceeding
in which Grantor, Beneficiary or Trustee shall be a party unless brought by Trustee.
18. NOTICES. Any notices which any party hereto may desire or may required to
give to any other party shall be in writing and the mailing thereof by certified ail to the respective
addresses as set forth herein, or to such other places any party hereto may hereafter by notice in
writing designate, shall constitute service of notice.
Page 5 of 6
19. BINDING ON SUCCESSORS, HEADINGS, WORDS AND PHRASES. This Trust
Indenture shall apply to, inure to the benefit of, and bind all parties hereto, their heirs, legatees,
devisees, administrators, executors, personal representatives, lessees, licensees, tenants,
successors and assigns. All obligations of grantor hereunder are joint and several. The term
"Beneficiary" shall include the owner and holder, including any pledgee, of the Note. The
headings of the paragraphs are for convenience only and shall not be construed as limiting in any
way the scope of the provisions hereof.
Page 6 of 6
IN WITNESS WHEREOF, Grantor has executed this instrument the day and year first
above written.
HAMPSTEAD PARTNERS, INC.
Its:
STATE OF MONTANA
:ss
COUNTY OF FLATHEAD )
This instrument was acknowledged before me on this day of 2001,
by as of HAMPSTEAD PARTNERS,
INC.
(SEAL) Notary Public for the State of Montana
Residing at
My Commission Expires:
Page 7 of 6
REQUEST FOR FULL RECONVEYANCE
TO: TRUSTEE,
The undersigned is the legal owner and holder of the indebtedness secured by that certain
Trust Indenture given by HAMPSTEAD PARTNERS, INC., a Grantor, dated
2001, and recorded in the office of the Clerk and Recorder of Flathead County, on
2001, as Document No. ("Trust Indenture"). The indebtedness
secured by the Trust Indenture has been fully paid and satisfied, and you are hereby requested
and directed on payment to you of any sums owing to you under the terms of the Trust Indenture,
to reconvey, without warranty, to the person or person legally entitled thereto, all the estate, title
and interest acquired by you under the Trust Indenture in the real property described as follows:
The North one-half (N'/2) of Lot 15, all of Lots 16 and 17 of Block
47 of the original townsite of Kalispell, Flathead County, Montana.
The property is commonly known as Plaza West Parking Lot.
Dated the _ day of 2001.
STATE OF MONTANA
ss
COUNTY OF FLATHEAD )
C40wall 7I IIlt9791oi l
Its:
Attest:
Its:
This instrument was acknowledged before me on this day of 2001, by
, for the CITY OF KALISPELL, its
and attested to by , its
Notary Public for the State of Montana
HAMPSTEAD PARTNERS' RESUME
1992 through 1996 - LIHPRHA Consulting and Repositioning Services
During this period, Hampstead Partners gained national recognition and
credibility by processing some 260 multifamily apartment buildings in 45 states
and Puerto Rico through the Low Income Housing Preservation and Resident
Home Ownership Act (LIHPRHA). As one of the two largest consulting groups
in the business at the time, Hampstead garnered an approximate 20% of the
market of processed properties, nearly 29,000 units, and assisted owners in all
aspects of the hyper -technical regulatory scheme including: market studies,
appraisals, capital needs assessments, redevelopment cost issues, federal and local
regulatory issues, loan underwriting, and refinancing and sale closings.
1996 through 1999 - Prepayment and Conversion Services
Following the restoration by Congress of the prepayment right to owners of the
older HUD 236 and 221(d)(3) multifamily housing stock, Hampstead launched a
prepayment financing and conversion program to assist owners around the
country to navigate the process of converting their HUD properties to market rate
properties. Among other issues, from a conventional lender's perspective, the
properties had no income and expense history as a conventional property and the
government regulatory hurdles included complicated notice provisions and the
fact that vouchers were going to be issued to certain existing residents.
Hampstead completed more prepayment loans during this period than any other
firm (nearly 30) and facilitated nearly $26 million in refinancings.
Development Activities (Examples)
1997 — North Carolina, Neighborhood Redevelopment
Hampstead Partners played the major consulting and facilitator role related to a
multi -property redevelopment project in Winston-Salem, North Carolina. The
project was anchored by a 100-unit HUD regulated property insured under
Section 236. In addition, the redevelopment project included 37 single-family
homes, 4 other smaller multifamily properties and 2 vacant HUD owned projects.
Hampstead was able to work with the city of Winston-Salem, the state of North
Carolina and the Department of Housing and Urban Development Enforcement
Division to create a comprehensive plan to assemble the properties and create the
framework to reposition them with the goal of making a substantial long-term
difference in the neighborhood. The city provided soft financing in addition to
the tax credits and bond financing that were accessed. HUD agreed to a stand-
still agreement in its enforcement efforts while the redevelopment took place, and
the result was that an entire neighborhood is now back on a positive track.
+`.I [AN I PUC\USF.RS` I IPanners'•ktrkt\•.I I I' Resurne.dnc
1998 - Illinois, Westwind Tower Redevelopment
In this preservation effort, Hampstead, as co -general partner, joint -ventured the
purchase of a 150-unit, twelve -story seniors' tower financed originally by the
Illinois Housing Development Agency with a Section 236 state agency mortgage.
Hampstead and its partners were allocated nearly $4 million in low income
housing tax credits by the agency to assist in the preservation effort.
Approximately $22,000 was spent per unit to substantially upgrade the project
including a major facade restoration, new windows, kitchens, bathroom fixtures,
ADA compliance upgrades, and common area improvements. The project is
located in Elgin, Illinois and is now nearly fully occupied with the construction
completed and on budget and the property preserved as affordable housing for 30
years.
1998 through 1999 - Montana Preservation Project
From 1998 through 1999, Hampstead Partners spearheaded the efforts along with
the state of Montana, representatives from the Department of Housing and Urban
Development in Washington,. D.C., various local city agencies and nonprofit
groups to facilitate the successful completion of the Montana Preservation
Project.
These projects represented a comprehensive effort to redevelop and preserve
seven multifamily apartment buildings in six western Montana cities. The
projects were at risk of being lost from the affordable housing pool and were in
significant need of rehabilitation. The properties were insured under both the
Section 221(d)(3) and 236 HUD financing arrangements from the late 1960s and
early 1970s.
Acting as owner/developer, Hampstead and its nonprofit partners were awarded
nearly $4 million in tax credits from the state of Montana Board of Housing.
Working in conjunction with the Montana Board of Housing and the Montana
Board of Investments, nearly $10,000 per unit has been expended to rehabilitate
the seven multifamily properties. The results will be significant as the housing
will be preserved for the elderly and families in Montana for nearly 40 years. The
rehabilitation included significant renovations to both the interiors and the
exteriors of the properties. The alliance with the nonprofit groups facilitated the
infusion into the apartment communities of various resident -enhanced services.
The transactionwasinnovatively structured utilizing a variety of new, creative,
and multilayered financing techniques. This included the use of tax credits,
maintaining the existing 236 subsidies, Federal Home Loan Bank monies,
property tax abatements, state and local subsidies, the HUD Mark Up To Market
Program, vouchers, etc. The structure allowed Hampstead and its partners to
maximize the price paid to the sellers, and preserve the housing for long-term,
low-income, affordable use.
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1992 through Present - General Consulting Services
From 1992 through the present time, Hampstead Partners has developed a high
level of expertise associated with all aspects of various HUD regulatory processes
including Section 8, Mark to Market and Mark up to Market programs, HUD
workouts, tax credit and bond application processing, conversions to market
housing, subsidy renewals, etc.
Among other high profile consulting arrangements and sales of HUD regulated
properties with which Hampstead has been involved, in 1998 Hampstead worked
as a developmental consultant with the purchaser of an older 504-unit Section
221(d)(3) HUD apartment project in Charlotte, North Carolina. Hampstead
facilitated the negotiations with the seller and played a major role in working with
the Charlotte Housing Authority to be the nonprofit joint venture partner with the
purchaser, as well as working with the North Carolina Housing Finance Agency
to obtain an allocation of volume cap bonds to complete the purchase and provide
for a significant amount of rehabilitation for the property.
Combined with the talents and skills of its legal team members at the prestigious
affordable housing law firm of Nixon Peabody in Washington, D.C., Hampstead
stays on the cutting edge of those rules and regulations which affect owners'
abilities to either reposition their existing properties or develop new construction
models for the creation of affordable housing throughout the country.
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SECOND AVENUE WEST
REDEVELOPMENT SUMMARY
PROJECT: Kalispell 2nd Avenue Redevelopment Project
LOCATION: 2nd Ave. West, South of Kalispell Center Mall
Kalispell, MT
Flathead County
PROJECT DESCRIPTION: Project developers, Hampstead Partners, desire to spur renewed
redevelopment efforts related to the existing Kalispell Tax
Increment Financing district area starting at the entrance to
Kalispell Center Mall and running approximately 3 blocks
southward along 1 st and 2nd Avenues West.
New development in this district would help to complete and
expand earlier successful downtown redevelopment efforts along
Main Street, which is as of this point, disconnected from the mall
and the west side of downtown.
It is anticipated that these activities would culminate in a much
expanded, improved and more attractive downtown shopping
district and the rejuvenation of the mall which is in danger of
losing ground to new suburban retail development now in the
planning stages on the City's west side.
CURRENT LAND USE: Older area characterized by non -homogeneous uses and
economic obsolescence. A few newer developments have been
built including the Mall (early 1980s construction) at the
northern end of the district.
Big Sky Manor, a four story, 60 unit senior housing community
is undergoing extensive renovation two blocks to the south of the
mall on the west side of 2nd Avenue West.
The US Post Office maintains a well kept branch office at the
south end of the proposed district.
Many of the parcels are currently used for city day parking.
Others are covered by older/dilapidated structures on undersized
lots.
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Sykes Grocery and Pharmacy occupies a 14,000 s.f parcel across
(Current Land Use from the post office, establishing what we would propose to be
Continued) the southward anchor to the new development. The store and
coffee shop are a major draw to Kalispell's senior population.
We are currently discussing the possible construction of exterior
improvements with the owner.
SURROUNDING USES: Nearby uses include the downtown shopping district, the mall,
the redeveloped Kalispell Grand Hotel, a number of restaurants,
well established residential districts to the west, several senior
living complexes, and the Senior Center, operated by the Agency
on Aging.
It is anticipated that the initial improvements listed below will
spur other owners of nearby parcels to construct additional retail
development.
LOCAL Preliminary discussions with Kalispell city government staff
GOVERNMENTAL officials have revealed their initial interest in exploring the merits
PARTICIPATION: of the plan. City contributions might include:
Street, boulevard and landscape improvements; Improved
parking facilities; TIF monies and loans for construction of new
buildings; Other sources of which we are currently not yet aware.
INITIALLY PLANNED It is anticipated that the developers would initially construct a
IMPROVEMENTS: three story 40-unit senior rental housing development for low to
moderate income active senior use, a medical clinic designed to
serve nearby residents and a relocated and improved Senior
Center in conjunction with the local Agency on Aging. The
facility might include some retail space where seniors could work
and potentially display and sell senior -made crafts/art projects.
This would add to the supply of quality senior housing and
services in the nearby area already and, in conjunction with
Sykes Grocery firmly establish the area as a senior living
epicenter. Added benefits to this would include increased
pedestrian traffic, new construction activity and new physical
improvements as well as providing the scale to entice additional
users serving this group, such as medical doctors and retailers, to
construct other improvements.
Assisted Care Facility: A second phase of proposed private development would include
the construction of a retirement/assisted care facility. It would be
our intention to finance the facility in such a way as to be able to
make it affordable to low and moderate income individuals
(likely coming from the numerous senior -housing properties
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nearby.) An added benefit to locating the project adjacent to the
(Assisted Care Continued) proposed new Senior Center might be shared kitchen facilities.
Retail Development: Additionally, the developers desire to facilitate the construction /
development of additional retail and restaurants in the area.
It is hoped that these improvements would encourage pedestrian
activity between the existing residential neighborhoods,
downtown, and the mall.
CommunityPark.- _ We would also ask that the City consider constructing a
community park to serve as a gathering place for local residents
and seniors.
Parking Garage: Finally, we would ask that the City work with us with respect to
the construction of a parking garage to serve the new residential
projects and businesses in the district and in order to consolidate
the large number of lots along 2nd Avenue already. It could be
that the structure could be located on the existing City lot at 1 st
Ave. and 1 st Street behind the Grand Hotel. The developer
would work with City officials in an effort to bring State/Federal
grants and soft loans to cover a portion of the cost.
TIMING:
Developers hope to begin construction of physical improvements
related to the senior residential and service projects by late 2001.
PURC14ASE Developers are currently in the process of calculating the amount
INFORMATION: of land needed for the initial improvements contemplated and
identifying where it would be most ideal to locate each of the
uses.
CONTACT
(Master Developers)
The independent living center is tentatively planned for
development on the City parking lot across from Big Sky Manor
along 2nd. Ave and 2nd Street.
Jay Wentz
Hampstead Partners, Inc.
(858)551-5303
Information contained in this summary is very preliminary. No warranties as to accuracy is made or implied.
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