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10. National Flood - Agreement to PurchaseAgenda -April 28, 1997 AGENDA ITEM 10 - NATIONAL FLOOD -AGREEMENT TO PURCHASE ACTION REQUIRED: A MOTION will be needed for final approval of documents (if ready). AGREEMENT FOR SALE OF PROPERTY THIS AGREEMENT, made and entered into , 1997, by and between the City of Kalispell, a municipal corporation, hereinafter CITY, and NATIONAL FLOOD SERVICES, INC., a Delaware corporation, hereinafter NFS; WITNESSETH: ........... WHEREAS, NFS has offered to sell and CITE' -. s, williq chase certain real . .. ..... ...... A:...-ft M property located in the City of Kalispell, Flathead U 0190 i"1111.1.1hoye particula4 MiPr"!' Haza-H-0m; . described as follows: .. . ..... ........... .. ..... . .... Lots 15, 16, and 24, Block 36, Kalispell Origitc wn site, accordiffG....1;1,10e map or plat thereof on file and of record bm anoffice of the Clerk d Recorder of Flathead County, Montana. WHEREAS, NFS is a corporation duly by appropriate corporate action authorized.4.111 ................ or persons executing this Agreement. NOW, THEREFORE, in consideratO parties, each of them covenants.A0,11-R, 9 ,";;;N--..-.; . . ........ Section I. Sale, 2.ud-'11H`4se Pri t me.n. an s H-R= prope-1-1.MIN, F S Thousad CH 0 330. 11. of L. ...don ':1'F1:---: ditions of this Agreement NFS agrees to sell CITY for, and the CITY is willing to purchase the d property, the sum of Three Hundred and Thirty ) cash to be paid, in full, at closing. of Property A. NFS shffi convey to the CITY title to the property by Warranty Deed. The conve ce and title shall in addition to the provisions of this Agreement be S14-00 only to: Standard Exceptions Contained in First American Title Insurance Company, CT-4845 1, issued 1997. 2. Easements Apparent or of Record. Page 1 of 5 3. Terms and conditions of Party Wall Agreement, recorded in Warranty Deed May 9, 1960 in Book 434, Page 225, as Doc. No. 3077, records of Flathead County Montana, as to Lot # 23 and Lot #24, Block 36. 4. The CITY is conducting a Phase 1 Envirom Audit of the property and has engaged a stn engineer to examine the Party Wa_Agre between Lots 23 and 24, BlockhoL results of either of these investigations di problems not currently apparerat wou in increased costs of cure to th'l.e may, at its option, rescind this A lt. B. All liens, encumbrances, and satisfaction by NFS at the time C. General and Special 1 $3,040.36 shall paid at D. General and Spe_r ount iLnd C estimated and va- ---.tn full :fiS e enti III. Plad' ime ofDNt of Deed. CITY shall be subject to the Year 1996 totaling ces for the Year 1997 shall be by NFS at the time of closing. =.._ - r t _.: NF1=delive_-= _or the property to CITY, simultaneously with NFS' . 3. :___ ��,_ purcliubject ;_anticipated to be on May 15, 1997, or on such other date_ _ _ _-_ e = a t `'a m Y��agree in writing. Conveyance shall be made through thodOlf Tice 0f- 9V and Escrow Co. 704 South Main, Kalispell, Montana. NFS fall pay the c e insurance. Each party shall share equally in the cost of closing and recc Section IV..:,WS Relocation _S covenants and agrees, as consideration of the CITY' S providing up to $30,000.00 in relocation expenses as specified in Section V, that NFS will relocate its offices located on the subject property to another location within the corporate limits of the CITY, with intention of remaining within the CITY for a period of not less than five (5) years from the date of this Agreement. Page 2 of 5 B. NFS further covenants and agrees that should NFS relocate its offices outside the corporate limits of Kalispell within five (5) years of the date of this Agreement that it will repay to CITY the CITY' S cost incurred in relocating NFS under Section V. Section V. CITY' S contribution for Relocation Expense. CITY covenants and agrees to pay to NFS r nbur,. necessary costs of relocating its business withi; Corp to Thirty Thousand Dollars ($30,000.00) bas4dllipon act by NFS. Section VI. Rent Free until Possession. A) It is understood and agreed between=ie pares NFS' business may require up to _ 8) monk closing through 5 shall unless relocation occurs or -Ono th dale = B) Upon the date of vacf"on of possession of the pwrty. VII. Risk reasonable and of the CITY: that the relocation of fore, from the date of the property rent free. S, the CITY shall assume ;gym the __t_Qsing thl Y shall assume responsibility for insuring the rty agaryInks of direct physical loss to the building located on Lot it the c_f __ r equipment, in an amount determined appropriate by e t l "h progg s of any policy, should loss occur, shall be the property of tOOM" Y the CITY shall be under no obligation to rebuild or make w: ..._.._. g repairs. _ B) NFS sha from the time of closing through vacation of the properly assume respoility for insuring any personal property, contents or equipment beiKing to NFS located on said property. The proceeds of any policy, should occur, shall be the property of NFS. VIII. Covenants; Binding upon Successors in Interest. This Agreement shall enure to the benefit of, and be binding upon, the parties and their respective successors and assigns. Page 3 of 5 Section IX. Certificate of Authority Attached hereto as Exhibit "A" and thereby made a part hereof is a certificate copy of the Resolution of NFS evidencing the identity and authority of the parties who will execute this Agreement. Section X. Insurance. A) NFS shall, at NFS's expense maintain dui the by §IV insurance against liabilities to otggWT li comprehensive general public liability laims ft damage to property occurring in, on oiaout the,; afford protection to the limit of not les`0 $750,004 per person. ....................... - B) The insurance specified in A) shall b obtain to do business in Montana and aW1pole to CITY as an additional named.i�ured C) NFS agrees to indemnify;` any and all liabilities, _r and suits, togethern, re and expenses of,_ense ; responsible to; p'-out as _ = erson, or iltion or pon cause .dtr.bv the tenancy created tries-_ _.::; a the CITY from and against claims, Ulfics 'penalties, damages, forfeitures le attorrys' and witness' fees and other cost tlemq which the CITY may incur, become :.ath or injury or threat of thereof to any any property, y,to the extent such damages ence or will misconduct of NFS. arties a the covenants referred to in Sections IV, V, VI, VII and X, survive the-1sf purchase of the subject property by the City. Section XII. Sverability. the evoa:ny provision of this Agreement is declared void, invalid or contrary to wties agree that the remaining provisions shall continue and remain in full _00%hd effect. Page 4 of 5 (SEAL) Attest: Debbie Gifford, CMC City Clerk of Council (SEAL) STATE OF MONTANA ss County of Flathead On this day of _ personally appeared Clarence Krepps and I of the City of Kalispell, a municipality, that and Clerk of Council subscribed, sealed ark for the uses and purposes therein set municipality. above City of Kalispell By: Its: 0 Its: Lund C. 'I 997, befiW ffi62-Q-"a"'.Nq'-i 0-t:F lie in and for the State of Montana, Manager and Clerk of Council wn to e City bb ifford,01-116 elated --'in instru an and acknowledged that such City Mager p the N 'Wered saiff&istrument asthe free and voluntary act of said municipality, and that iN was dulv..Affi-horized to execute the same on behalf of said and affixed my Notarial Seal, the day and year first Notary Public, State of Montana Residing at Kalispell, Montana My Commission expires STATE MONTANA) C Vo _s 1; f FLATHEAD) d .4 M.111 On this n R 1997, before me, a Notary Public in and for the State of Montana, lly appeared Curtis , of the corporation that executed the within IN WE &.@n aq dce. 9iri edged ed that such said persons subscribed, sealed and delivered said instrument as the free and .-- . . . . . . . . corporation , for the uses and purposes therein set forth, and that they were duly authorized to e on behalf of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal, the day and year first above written. Notary Public, State of Residing at: My Commission Expires Page 5 of 5