Site A-8/Agreement to Assign/North Country to DNRCAGREEMENT TO ASSIGN
This agreement is made on August 17, 2015 between North Country Holdings,
LLC of 723 5`' Ave. E., Kalispell, Montana referred to as "Assignor", and State of
Montana, Department of Natural Resources and Conservation of P.O. Box 201601,
Helena, Montana, 59620 referred to as "Assignee."
RECITALS
The Parties declare:
A. Assignor has entered in to a lease agreement, as lessee, with The City of
Kalispell, a municipal corporation, of 201 First Avenue East, Kalispell,
Montana, referred to as the Lessor. A copy or the lease agreement, containing
a description of the premises, is attached to this agreement as Exhibit A.
B. Assignor desires to assign the lease agreement to assignee, who will assume all
liabilities and duties as well as all rights of assignor under the lease agreement
after the effective date of the assignment.
In consideration of the mutual covenants contained in this agreement, the parties
agree as follows:
1. Assignor will transfer and assign to assignee all rights and interest under
the lease agreement provisions in the lease dated July 1, 2006 on the
premises described as follows: Building Site Area Site A-8 as shown on
Airport Layout Plan — Exhibit B.
2. The assignment shall become effective on August 17, 2015, and shall
apply until expiration of the lease agreement term on July 1, 2026.
In witness, each party to this agreement has caused it to be on the date indicated
below.
Lessor: Assignor:
CITY OF KALISPELL NORTH COUNTY HOLDINGS, LLC
ou?%rg/se�lDa�te Vince Padilla Date
Assignee:
4TE OF MONTANA, DEPARTMENT
OF ATURAI. RF`�`OURCF, AND
C'U SERVATfO 9 A
Sue A. Clark Date
AGREEMENT TO ASSIGN
This agreement is made on August 17, 2015 between North Country Holdings,
LLC of 723 5th Ave. E., Kalispell, Montana referred to as "Assignor", and State of
Montana, Department of Natural Resources and Conservation of P.O. Box 201601,
Helena, Montana, 59620 referred to as "Assignee."
RECITALS
The Parties declare:
A. Assignor has entered in to a lease agreement, as lessee, with The City of
Kalispell, a municipal corporation, of 201 First Avenue East, Kalispell,
Montana, referred to as the Lessor. A copy of the lease agreement, containing
a description of the premises, is attached to this agreement as Exhibit A.
B. Assignor desires to assign the lease agreement to assignee, who will assume all
liabilities and duties as well as all rights of assignor under the lease agreement
after the effective date of the assignment.
In consideration of the mutual covenants contained in this agreement, the parties
agree as follows:
1. Assignor will transfer and assign to assignee all rights and interest under
the lease agreement provisions in the lease dated July 1, 2006 on the
premises described as follows: Building Site Area Site A-8 as shown on
Airport Layout Plan — Exhibit B.
2. The assignment shall become effective on August 17, 2015, and shall
apply until expiration of the lease agreement term on July 1, 2026.
In witness, each party to this agreement has caused it to be on the date indicated
below.
Lessor:
CITY OF KALISPELL
oug ussell 6ate
Assignee:
Assignor:
NORTH . OUNTY HOLDINGS, LLC
Vinc adilla Date
STATE OF MONTANA, DEPARTMENT
OF NATURAL RESOURCES AND
CONSERVATION
Sue A. Clark Date
1:LX
HANGAR SITE LEASE
THIS Lease, made and entered into this I't day of July,
2006, by and between the City of Kalispell, a municipal
corporation, hereafter referred to as CITY, and HC-60, LLC, 200
Parkhill Dr, whitefish, MT 59937 hereafter referred to as TENANT:
W I T N E S S E T H:
WHEREAS, the CITY operates the Kalispell City Airport, and
WHEREAS, the CITY desires, in order to provide a source of income
for airport maintenance and to increase the utilization
of said airport, to lease tracts of land to various
tenants in order that the tenants may erect structures
for the storage and protection of aircraft based at said
airport.
NOW, THEREFORE IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS:
1. The City does hereby agree to lease to TENAW, and TENANT
hires from City, those certain premises located at the
Kalispell City Airport, Kalispell, Montana, which are
specifically described in Exhibit "A"(Projected Building
Area Site A-8) which is attached to this Lease and by
this reference incorporated herein.
2. The term of this Lease shall be for twenty (20) years,
commencing on the Vt day of July, 2006 and ending on the
I" day of July, 2026, unless sooner terminated by mutual
agreement of the parties or by one of the parties under
the specific provisions hereof. TENANT shall have the
option to renew for up to two (2) additional successive
terms of five (5) years each. CITY shall give TENANT
sixty (60) days written notice prior to the end of each
term and TENANT shall give CITY written notice of
TENANT'S intention to exercise said option no later than
thirty (30) days from the end of each term. Upon
expiration of the forgoing terms, TENANT shall have the
right of first refusal to an additional lease not to
exceed five (5) years under such terms and conditions as
may be agreed upon at such time.
3. TENANT agrees to pay to the CITY for the use and benefit of
the CITY the sum of Eight Hundred Ninety ($890.00) Dollorp
per year for the projected building area, which for purposes
of this provision shall be one hundred and fifty percent
2006 Airport Lease Page I of 10
(150%) 6i" -he actual square footage odcupied by the (60f x
60') hangar, herein authorized, payable as follows:
a. Upon the commencement date, TENANT shall pay the pro-
rata portion of the annual rent for the time period
from the commencement date to July I next succeeding.
b. On each July 1, TENANT, without demand, shall pay the
annual rental to the next succeeding fiscal year.
C. on July 1, at the commencement date of the fiscal year
during which this Lease terminates, TENANT, Without
demand, shall pay the pro-rata portion of the annual
rent for the time period from July I to the termination
date of the Lease.
d. During the initial twenty-year term of the lease, the
annual lease payment shall increase 3% annually, from
the previous year's payment. In the event TENANT
elects to exercise his option to renew this lease for a
subsequent five-year term, the annual lease payment
shall be reviewed and reset by CITY.
e. The Airport Manager or his designee will be responsible
for the collection of lease payments or administrative
fees for existing hangar and ground leases, and for
adjustments to lease fees resulting from application of
the criteria established in part (d), above.
4. TENANT agrees to construct one building for the purpose of
housing light aircraft on said land, and TENANT further
agrees to construct said building, together with access to
runway, in accordance with the specifications contained in
hangar construction and design standards. TENANT shall
supply to CITY upon completion of the building appropriate
invoices establishing the cost of construction of said
building.
a. TENANT shall have the right, upon the termination of
this Lease, unless a lease for a further term be
negotiated, to remove the hangar structure, but shall
do so within 90 days and shall leave the premises in a
restored condition, except that any paving shall be
left.
b. If TENANT does not remove said building within such
allotted time, it shall then become the property of
CITY without further action on the part of the CITY.
2006 Airport Lease Page 2 of 10
c. If the construction of a hangar is not commenced by July
2007 this lease will become null and void as to any and
all provisions of this lease.
5. TENANT shall use said property for the storage of light
aircraft and other lawful purposes necessarily incidental
thereto and for no other purpose.
a. TENANT may sublet the premises for aviation
purposes, subject however to the prior written
consent of CITY. Any such sublease shall be in
writing and shall be reviewed by the CITY prior to
approval.
b. CITY'S approval of any sublease shall not relieve
TENANT of any obligation imposed by this agreement.
TENANT shall provide to CITY a signed copy of the
final sublease agreement for its file.
C. Upon approval by the CITY of any sublease, an
administrative fee equal to 2% of the rental fee
imposed by TENANT on the sublessee, shall be paid
by TENANT to CITY throughout the term of the
sublease. This administrative fee shall terminate
upon termination of the sublease.
6. TENANT shall have the right and privilege of sale,
assignment or transfer of this Lease for the purpose
defined in 15, hereof, upon written notice to the CITY
stating the name and address of the proposed buyer,
assignee, or transferee.
a. if the CITY shall determine that said proposed
buyer, assignee, or transferee is objectionable,
any such reasonable objection shall be stated in
writing to the TENANT within twenty (20) days after
said notice.
b. The CITY shall not unreasonably withhold consent to
sell, assign, or transfer this Lease, but reserves
the right to adjust the annual rental payments
following assignment.
C. After sale or assignment by TENANT of its interest
here, TENANT shall be relieved from liability for
rental payments accruing thereon, and the buyer,
assignee, or transferee shall thereafter be liable.
2006 Airport Lease Page 3 of 10
d. Transferee under this paragraph shall only acquire
the balance of the term of the lease and shall be
subject to all terms and conditions of this lease,
including the obligation to provide CITY with proof
of insurance coverage as required by 18.
7. If, for any reason, the CITY discontinues aviation
operations on Kalispell City Airport site, the CITY may
terminate this lease and may elect to pay TENANT the
unamortized portion of the cost of the hangar, herein
authorized to be built. That amortization is to be
computed on a straight-line basis over the period from
the completion of the improvement up to 15 years.
8. TENANT shall hold harmless and indemnify the CITY from
any and all liability claims of any kind or nature,
whatsoever, arising out of the erection or expansion of
the building upon the premises contemplated, herein, or
the use of said premises by TENANT or TENANTfs invitees
or licensees.
a. As evidence of Tenant's covenant herein, TENANT at
TENANT expense shall keep in force, during the term
of this Lease, insurance, issued by an insurance
company, licensed to do business in Montana,
protecting the CITY against all liabilities,
judgments, costs, damages and expenses which may
accrue against, be charged to, or recovered from
the CITY, by reason of damage to property of,
injury to or death of any person or persons on
account of any matter or thing which may occur on
the demised premises.
b. Policy or policies in the amount of Seven Hundred
and Fifty Thousand Dollars ($750,000.00) with
respect to any one person, and One Million and Five
Hundred Thousand Dollars ($1,500,000.00) with
respect to any one occurrence shall be held, Said
insurance policy shall name the CITY, its officers,
employees and agents as additional named insureds,
and shall not be canceled or materially changed
without at least thirty (30) days prior notice to
the CITY, and shall be subject to approval as to
coverage by the CITY.
C. Proof of insurance coverage required by this Lease
shall be provided by TENANT to CITY at the time of
2006 Airport Lease Page 4 of 10
execution of this agreement. CITY reserves the
right at any time during the primary lease term or
any extension thereof, to require TENANT to provide
to CITY proof of continued insurance coverage.
d. Policy limits are subject to change in accordance
with '2-9-108, MCA, ALimitations on Governmental
Liability for Damages in Tort.9 TENANT shall file
certificates of said insurance with the CITY, and
said insurance shall be in full force and effect,
throughout the term of this Lease.
e Failure or refusal by the TENANT to obtain or
maintain said insurance as required hereunder shall
constitute a material breach of this Lease and, in
such event, CITY, in its sole discretion, may
terminate this Lease without liability to TENANT
hereunder, or elect to obtain like coverage and the
cost for such coverage shall be paid by TENANT.
9. TENANT shall be responsible for acquiring whatever
insurance TENANT deems necessary to safeguard TENANTS
interest in the TENANVs building, herein authorized, and
personal property stored in said building, and TENANT
expressly covenants and agrees to assert no claim against
CITY as a result of the loss or damage to the building or
personal property belonging to TENANT or anyone else
resulting from the action of any third party.
a. TENANT herein covenants and agrees to take whatever
steps TENANT sees fit to take in protecting
TENANTS property and persons from loss or damage
as a result of vandalism, malicious mischief, theft
or kindred losses, and agrees to assert no such
claim against the CITY incident thereto.
b. All losses suffered by TENANT resulting from
criminal activity or others shall be reported to
the police. The CITY assumes no responsibility for
such losses.
10. In the event that soils or other material are found on
the leased site that are AHazardous or Deleterious
Substances@ as defined by the Montana Comprehensive
Environmental Cleanup and Responsibility Act, 175-10-701
et seg. MCA (ACECRA@), AHazardous Substances@ as defined
by the Comprehensive Environmental Response, Compensation
2006 Airport Lease Page 5 of 10
and Liability Act, 42 USC 19600, et seq. (ACERCLA@),
AHazardous Waste@ as defined by the Montana Hazardous
Waste and Underground Storage Tank Act, 175-10-401 et
seq., MCA or the Solid Waste Disposal Act, as amended by
the Resource Conservation Recovery Act, 42 USC 16901 et
seq., or which require special remediation or disposal or
disposal pursuant to any other applicable law, TENANT
shall excavate, handle and dispose of such soils or other
material only in compliance with such statutes and
regulations.
a In the event TENANT leaves any of the above
described materials on the property, the CXTY may,
at its option, have wastes properly disposed of and
assess the costs of removal, storage, transport and
disposal to TENANT.
b. All Hazardous Materials must be appropriately
labeled and stored.
C. In the event Hazardous materials are spilled upon
the property, it is the responsibility of TEKhNT to
have the spill cleaned up according to State and
Federal laws and regulations. In the event that
drains or floor sumps are contaminated, it will be
the responsibility of TENANT to clean up those
systems.
d. TENANT is aware that there are significant
penalties for improperly disposing of wastes or
submitting false information, including the
possibility of fine and imprisonment for knowing
violations. TENANT must comply with all state,
federal and local laws pertaining to the handling
and storage of hazardous materials.
11. No construction or installation of any underground fuel
storage tank dispensing system shall be allowed upon the
premises.
12. Any utility services required by TENANT's building or for
its use shall be obtained by TENANT at TENANTfs expense.
13. a TENANT agrees that upon completion the building
will be maintained in good order, repair and safe
condition and in compliance with the law. TENANT,
shall make any and all additions to, or alterations
2006 Airport Lease Page 6 of 10
or repairs
improvements
so, TENANT
existing or
regulations
airport land
located.
in and about the land and/or
which may be required and, in doing
shall observe and comply with all
future public laws, ordinances and
applicable to the land or public
upon which the leased premises are
b. TENANT shall maintain an area of ten (10) feet from
the exterior walls of the hangar or of the median
point between hangars if there is less than twenty
(20) feet between hangars, free from brush and
weeds. if TENANT fails to keep and maintain the
leased premises and improvements as required
hereunder, CITY may in its discretion following
written notice undertake to do or have done such
and any expenses incurred by CITY shall be paid by
TENANT.
C. TENANT shall not store personal property, equipment
of any kind, or vehicles, outside of the hangar.
14. TrJMM shall be responsible for all taxes levied upon the
structure erected hereunder and any equipment or property
located therein- The land is owned by the CITY and is
exempt from taxes, and the CITY agrees to maintain such
tax exempt status.
15. TENANT shall comply with all State and Federal laws and
regulations and with the Operating Regulations of the
City of Kalispell. CITY shall have the right, through its
agents or employees, for reasonable ingress and egress to
inspect premises to ascertain that the terms of this
Lease are being adhered to.
16. Notices to CITY shall be sent by certified mail, postage
prepaid to Airport Manager, City of Kalispell, P.O. Box
1997, Kalispell, MT 59903-1997, and notices to TENANT
shall be sent by certified mail, postage prepaid to:
HC-60, LLC
Catherine Workman, Mgr.
200 Parkhill Dr.
Whitefish, MT 59937
2006 Airport Lease Page 7 of 10
17. TENANT shall have the right to cancel and terminate this
Lease and any obligations arising hereunder by written
notice to the CITY delivered within 60 days hereafter.
18. CITY reserves the right to further develop or improve, or
not develop or improve, the landing area of the airport
as it sees fit, regardless of the desires or view of the
TENANT, and without interference or hindrance.
19. This Lease shall be subordinate to the provisions and
requirements of any existing or future Lease between the
CITY and the United States, relative to the development,
operation or maintenance of the airport.
20. TENANT agrees to comply with the notification and review
requirements covered by Part 77 of the Federal Aviation
Regulations in the event any future structure or building
is planned for the leased premises, or in the event of
any planned modification or alteration of any present or
future building or structure situated on the leased
premises.
21. it is mutually agreed and understood that if TENANT
should fail to make the annual lease payments as
described above, or fail to perform any condition or
covenant or condition of this Lease or fail to maintain
the leased premises in a manner satisfactory to the CITY,
and such condition or conditions exist for more than
ninety (90) days after written notice is given to the
TENANT, CITY may then terminate and end this Lease and
re-enter and retake possession of the premises. All
buildings and improvements placed on the premises shall
thereupon revert to the CITY. This paragraph shall not
apply to failure of TENANT to obtain or maintain
insurance under &8, above.
22. it is mutually agreed that this Lease shall inure to the
benefit of and be binding upon the respective parties,
their heirs, successors and assigns. It is further
agreed that time is of the essence of this Lease.
23. Any change or modification of this Lease, in order to be
effective, must be in writing and signed by the
respective parties.,
2006 Airport Lease Page 8 of 10
24. In the event either party to this Lease shall be required
to bring an action against the other party to enforce
this Lease, or any portion thereof, the prevailing party
shall be entitled to reasonable attorneys fees and cost
therefore in addition to any damages that might be
awarded.
25. Tenant will abide by all rules and regulations
established by the City of Kalispell for the City
Airport.
IN WITNESS WHEREOF, said CITY has caused this Lease to be
signed on its behalf by the Manager of said CITY and said TENANT
has executed this Lease this ist day of July , 2006 .
CITY OF KALISPELL
nager
By: a Tenant
2006 Airport Lease Page 9 of 10
STATE OF MONTANA
: SS
County of Flathead
On this Zj� day of Ax�- 2006, before me, a Notary
,J
Public and for the StA—e of Montana, personally appeared '"F S 4 1 T gLc < known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that
he/she executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
Notarial seal, the day and year first above written.
Notary Public, tate of Montana
SEALResiding at
My Commission expires .31,9-2167
L A
. . ...........
STATE OF MONTANA
: ss
County of Flathead
On this --')-3 day of yr 1 2006, before me, a Notary
Public in and for the state of Montana, personally appeared
to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that
he/she executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
Notarial seal, the day and year first above written.
-1 A
VEAL
Public, StaVe of Montana
Residing at (0�'AJICI
My Commission expires V -,301 -C'q
2006 Airport Lease Page 10 of 10
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