Hilton Garden Inn Agreement to Sell and PurchaseAGREEMENT TO SELL AND PURCHASE
DATED this \ If dayof May 2006 at Kalispell, Montana.
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Kalispell Hotels, LLC, a Montana Limited Liability Company, of P.O. Box 1068, 741
Lakeside Blvd., Lakeside, MT 59922, hereinafter called "BUYER" agrees to purchase, and City
of Kalispell, a municipal corporation, of 312 1 st Avenue East, Kalispell, Montana 59901, the
undersigned 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:
Tract 1 of Certificate of Survey No. 17045, a tract of land, situated, lying, and
being in the North Half of the Northwest Quarter of Section 20, Township 28
North, Range 21 west, P.M.M., Flathead County, .Montana.
P URCHASE PRICE
Total Purchase Price is ONE MII.LION TWO HUNDRED SIXTEEN THOUSAND
AND NO/100THS ($1,216,000.00) DOLLARS U.S. payable at closing.
SPECIAL PR 0 VISIONS
Liquor License Contingency — This purchase and sale is contingent upon BUYER
successfully obtaining a full service liquor license for the subject property within the timeframe
set forth for the closing of this transaction. This agreement will terminate and become null and
void if this contingency is not met, subject to the terms set forth in the POSSESSION clause of
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this agreement.
CONVEYANCE
The SELLER shall convey the real property by warranty Deed, free of all liens and
encumbrances except those described above or those otherwise acceptable to the BUYER as
described in the title insurance section of this agreement.
TITLE INSURANCE
SELLER, at SELLER'S expense, shall furnish BUYER with Title Insurance in the
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: zoning ordinances,
building and use restrictions, reservations in federal patents, beneficial utility easements apparent
or of record, easements of record, and any other encumbrances acceptable to BUYER.
PURCHASE AND SALE AGREEMENT -1
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.
TAXES AND ASSESSMENTS
SELLER and BUYER agree to prorate taxes and special improvement assessments for the
current tax year, if any, as of the date of closing, unless otherwise agreed -.-
CLOSING DATE
The date of closing shall be on or before July 1, 2006 or sooner if BUYER has completed
it financing agreements. 30 ADDITIONAL DAYS SHALL BE ALLOWED FOR THE BUYER.
TO OBTAIN SUCH AGREEMENTS, IF NECESSARY. The BUYER and SELLER will
deposit with the closing agent all instruments and monies necessary to complete the purchase in
accordance with this agreement.
ADDITIONAL TERMS
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:
(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.
PURCHASE AND SALE AGREEMENT - 2
BUYER'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 CERTIFICA TION
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 .DI►SCLOSE 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 allow BUYER access to the subject property, prior to closing, and shall
allow BUYER to proceed with preliminary construction requirements, including demolition of
the existing structures. In the event that this Purchase and Sale does not close, for any reason not
attributable to the SELLER, and the structures have been demolished, BUYER agrees that
SELLER is entitled to damages from BUYER in the amount of the fair market value of the
structures demolished. BUYER agrees to hold SELLER harmless and indemnify SELLER in all
respects for any and all damages or injury suffered by any party on the premises upon the date
BUYER is given access to the subject property. BUYER agrees to obtain and maintain liability
insurance on the subject property in the amount of $1.5 million aggregate and $750,000 per
occurrence and name the SELLER as an additional named insured. otherwise, SELLER shall
deliver possession and occupancy to the BUYER on the closing date unless otherwise agreed.
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.
PURCHASE AND SALE AGREEMENT - 3
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.
A I'TORNEY 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 A CKNO wLEDG.L"1'V ENT
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., including the Additional Terms above.
B UYER'S COMMITMENT
I/we agree to purchase the above -described property on the terms and conditions set forth
in the above offer.
IIWE HEREBY ACKNOWLEDGE receipt of a copy of this AGREEMENT To SELL AND
PURCHASE bearing my/our signatures
BUYER:
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v: R bert Voelker for
ell Hotels, LLC.
PURCHASE AND SALE AGREEMENT - 4
SELLER'S COMMITMENT
VWe agree to sell and convey to BUYER the above -described property on the terms and
conditions hereinabove stated. I/We acknowledge receipt of a copy of this agreement bearing
my/our signatures) and that of the BUYER named above.
Dated this �� day of � 200 -p .
SELLER:
By. ames H. Patrick, City Manager
PURCHASE AND SALE AGREEMENT - 5