Red Eagle Purchase and Sale AgreementDATED this day of August, 2005.
The City of Kalispell, hereinafter called "BUYER" agrees to purchase, and David J. Hoemer,
d/b/a Red Eagle Aviation, hereinafter called SELLER, agrees to sell the following described real
estate hereinafter referred to as "premises" in the City of Kalispell, Flathead County of Montana,
legally described as:
County Tracts 1D and 1DA in Section 20, T28N R21 W, according to the map or plat thereof on file
and of record in the office of Clerk and Recorder of Flathead County, Montana
TOGETHER WITH all fixtures attached to the above -described real property and attached buildings
or structures except: None.
PURCHASE PRICE
Total Purchase Price is SEVEN HUNDRED SIXTY THOUSAND AND NO/100THS
($760,000.00) DOLLARS U.S. all payable at closing.
CONVEYANCE
The SELLER shall convey the real property by Warranty Deed, free of all liens and
encumbrances except those described in the title insurance section of this agreement.
TITLE INSURANCE
SELLER, at BUYER'S expense, shall furnish BUYER Title Insurance evidenced by a
standard form American Land Title Association title insurance commitment in amount equal to the
purchase price, committing to insure merchantable title to the real property in the BUYER'S name,
free and clear of all liens and encumbrances except: encumbrances hereinabove mentioned, zoning
ordinances, building and use restrictions, reservations in federal patents, beneficial utility easements
apparent or of record, easements of record, and
If the SELLER'S title is not merchantable and cannot be made merchantable before the stated
closing date, 30 ADDITIONAL DAYS SHALL BE ALLOWED FOR THE SELLER TO MAKE
SUCH TITLE MERCHANTABLE. Encumbrances to be discharged by the SELLER shall be
satisfied prior to closing or from SELLER'S proceeds at time of closing.
PURCHASE AND SALE AGREEMENT - 1
OTHER CONDITIONS OF SALE
BUYER may also cause a Phase I environmental report to be generated upon the subject
property prior to the closing date and subj ect to the recommendations of such report may request the
SELLER to consent to a Phase II environmental study, at BUYER'S cost. The parties agree that the
closing date may be adjusted to allow adequate time for this study to take place. BUYER may
determine, based upon the results of the environmental study, to decline to purchase the subject
property without penalty.
B UYER 'S COVENANT
BUYER hereby makes the covenant, for the benefit of the SELLER and its successors and
assigns that it shall enter into a fixed base operator's lease with SELLER for the lease back of the
property being purchased herein and that said lease shall be for a period of twenty years and that,
upon the realignment of the Kalispell City Airport runway causing the vacation of improvements
upon the subject property, BUYER shall apply the remaining lease period, or such additional period
as may be necessary for SELLER to obtain financing, to a parcel of property to be identified by the
City upon the Kalispell City Airport property, within the airport master plan improvement area, for a
fixed base operation. BUYER shall, at the time of realignment and vacation, construct an FBO
office facility and hanger within the airport master plan improvement area to accommodate and be
leased to the SELLER. BUYER shall also give to SELLER first right to lease additional property
within the airport master plan improvement area for the purpose of constructing an additional hanger
and T-hangers to accommodate up to 12 aircraft. BUYER further covenants that the SELLER or its
successors and assigns shall have the first right of refusal to take possession of and remove the
existing building structures upon the subject property upon the required vacation of such
improvements.
TAXES AND ASSESSMENTS
SELLER and BUYER agree to prorate taxes, special improvement assessments for the
current tax year, as well as prepaid rents, if any, as of the date of closing, unless otherwise agreed.
SELLER warrants that there are no other leasehold rights on the property that may not be terminated
within 30 days.
CLOSING DATE
The date of closing shall be on or before September 30, 2005. The BUYER and SELLER
will deposit with the closing agent all instruments and monies necessary to complete the purchase in
accordance with this agreement.
B UYER'S REMEDIES
If the Seller accepts the offer contained in this agreement but refuses or neglects to
consummate the transaction within the time period provided in this agreement, the BUYER may:
PURCHASE AND SALE AGREEMENT - 2
(1) Demand that SELLER specifically perform SELLER'S
obligations under this agreement; or
(2) Demand monetary damages from SELLER for SELLER'S
failure to perform the terms of this agreement.
SELLER'S REMEDIES
If the SELLER accepts the offer contained in this agreement and BUYER refuses or neglects
to consummate the transaction within the time period provided in this agreement, the SELLER may:
(1) Demand that BUYER specifically perform BUYER'S duties
and obligations under this agreement; or
(2) Demand that BUYER pay monetary damages for BUYER'S
failure to perform the terms of this agreement.
B UYER'S CERTIFICATION
By entering into this agreement, each person or persons executing this agreement as BUYER
represents that he/she is eighteen (18) years of age or older, of sound mind, and legally competent to
own real property in the State of Montana; and if acting on behalf of a corporation, partnership„ or
other nonhuman entity that he/she is duly authorized to enter into the agreement on behalf of such
entity.
SELLER'S CERTIFICATION
By entering into this agreement, each person or persons executing this agreement as SELLER
represents that he/she is eighteen (18) years of age or older, of sound mind, and legally competent to
own real property in the State of Montana; and if acting on behalf of a corporation, partnership, or
other nonhuman entity that he/she is duly authorized to enter into this agreement on behalf of such
entity.
CONSENT TO DISCLOSE INFORMATION
BUYER and SELLER hereby consent to the procurement and disclosure by BUYER,
SELLER, and sales representatives and their attorneys, agents; and other parties having interest
essential to this agreement, of any and all information reasonably necessary to consummate the
transaction described in this agreement, specifically including access to escrows for review of
contracts, deeds, trust indentures, or similar documents as prior transactions concerning this property
of underlying obligation pertaining thereto.
POSSESSION
SELLER shall deliver possession and occupancy to the BUYER on the closing date unless
otherwise agreed.
PURCHASE AND SALE AGREEMENT - 3
RISK OF LOSS
All loss or damage to any of the above -described real property or personal property by any
cause is assumed by SELLER through the time of closing unless otherwise specified.
TIME IS OF THE ESSENCE
Time is of the essence in this agreement and all clauses herein.
BINDING EFFECT AND NON -ASSIGNABILITY
This agreement is binding upon the heirs, successors, and assigns of each of the parties
hereto; however, BUYER'S rights under this agreement are not assignable without the SELLER'S
express written consent.
ATTORNEY FEES
In any action brought by the BUYER or the SELLER to enforce any of the terms of this
agreement, the prevailing party in such action shall be entitled to such reasonable attorney fees as the
court or arbitrator shall determine just.
B UYER'S ACKNOWLEDGEMENT
BUYER acknowledges that he has examined the real and personal property, the BUYER
enters into this agreement in full reliance upon his independent investigation and judgment, that
prior verbal representations by the SELLER or SELLER'S agents or representatives do not modify of
affect this agreement, and that by signing this agreement BUYER acknowledges having read and
understood this entire agreement.
B UYER'S COMMITMENT
The City agrees to purchase the above -described property on the terms and conditions set forth in the
above offer.
CITY OF KALISPELL
�By:
Pa elLQ"—Xy, enne Ma or
PURCHASE AND SALE AGREEMENT - 4
SELLER'S COMMITMENT
I agree to sell and convey to BUYER the above -described property on the terms and
conditions hereinabove stated.
Dated this_ day of �; ✓ , 2005.
�/Oa _W_
David J . erner
PURCHASE AND SALE AGREEMENT - 5