Resolution 4597 - Property Purchase - McFarland - Keno Inn2207
RESOLUTION NO. 4597
A RESOLUTION RELATING TO THE ACQUISITION OF CERTAIN REAL PROPERTY
WITHIN THE DOWNTOWN URBAN RENEWAL AREA, DESCRIBED IN EXHIBIT -A-
FROM MICHAEL T. MCFARLAND AND MARY L. McFARLAND, ESTABLISHING A
FAIR MARKET VALUE, AND IDENTIFYING THE INTEREST TO BE ACQUIRED.
WHEREAS, the City of Kalispell, by Ordinance No. 1065 passed on
November 14, 1985, designated the acquiring and
construction of off street parking facilities as a
"Project" to be pursued within the Downtown Urban Renewal
Area, and
WHEREAS, the City of Kalispell has received, pursuant to the Urban
Renewal Law (Title 7, Chapter 15 MCA) a proposal to build
approximately 40 low income, senior apartments on a
portion of Block 47, Kalispell, currently occupied by a
parking lot known as the Plaza West Parking Lot, and
WHEREAS, in the event the proposed apartments are built, it will
become necessary for replacement parking to be located
within the general vicinity, and
WHEREAS, certain real property described in Exhibit "A", located
approximately one block south of Plaza West, is occupied
by a structure which meets the "blight" definition under
the Urban Renewal Law, and
WHEREAS, said property if purchased could be converted into a
parking lot servicing at least as many automobiles as the
Plaza West Lot currently serves, and
WHEREAS, the Community Development Department has caused an
appraisal to be made of said property by James A. Kelly
in June, 1999, who appraised the value of said property
at $194,000, and
WHEREAS, the owners, Michael T. and Mary L. McFarland, have
offered to sell said property to the City for the sum of
$208,500.00, and
WHEREAS, the Community Development Department has received said
appraisal and has made a recommendation as to the fair
market value of said property.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
KALISPELL, MONTANA, AS FOLLOWS:
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SECTION I. That the fair market value of the real
property described in Exhibit "A" owned by
Michael T. and Mary L. McFarland is Two
Hundred and Eight Thousand, Five Hundred
Dollars ($208,500.00).
SECTION II. That the creation of replacement parking
resulting from the sale of the Plaza west
Parking Lot will require the acquisition of a
fee simple estate in the name of the City of
Kalispell from the respective owners.
SECTION III. That the City Manager is authorized and
directed to purchase from Michael T. and Mary
L. McFarland that certain real property
described in Exhibit "A" for the sum of Two
Hundred and Eight Thousand, Five Hundred
Dollars ($208,500.00) in accordance with the
Offer to Sell attached hereto as Exhibit "B".
SECTION IV. That the City Finance Officer is authorized
and directed to pay said amount to Michael T.
and Mary L. McFarland in accordance with the
Offer to Sell from funds properly appropriated
under the Tax Increment Budget and from the
proceeds of the funds made available from the
Tax Increment Cash Flow.
SECTION V. That the City Attorney is authorized and
directed to prepare any documents necessary to
effect this Resolution and the City Manager is
authorized and directed to accept and properly
record on behalf of the City of Kalispell the
deed to said property.
PASSED AND APPROVED BY THE CITY COUNCIL AND SIGNED BY THE MAYOR OF
THE CITY OF KALISPELL, THIS 22ND DAY OF JANUARY, 2001.
/)I 61C'C� -�s
Wm. —E H. _ e' _et_ Bki M . Duane Larson
mayor Council President
ATTEST:
Theresa White
City Clerk
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Tract 1:
Exhibit "A"
Lots 16 and 17 of Block 54 of Kalispell, Montana,
according to the map or plat thereof on file and
of record in the office of the County Clerk and
Recorder of Flathead County, Montana.
EXCEPTING
THEREFROM from said Lot 17 the
following
described
tract.
Beginning
at the Northeast corner of said
Lot 17;
thence Southerly along the. Easterly line
of said
Lot 17, a
distance of 17 feet to a point;
thence
Westerly parallel with the Northerly boundary of
said Lot 17, a distance of 25 feet to a point;
thence at right angles
Northerly a distance of 17 feet to the Northerly
boundary of said Lot 17; thence
Easterly along the Northerly boundary of said Lot
17 a distance of 25 feet to the Place of
Beginning.
Tract 2:
The West Forty-seven feet Three inches (47,311) of
Lot 18, Block 54 of Kalispell, Montana, according
to the map or plat thereof on file and of record
in the office of the County Clerk and Recorder of
Flathead County, Montana.
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EXHIBIT mB"
Michael T. McFarland
836 Third Avenue West
Kalispell, MT 59901
and Mary L. McFarland
OFFER TO SELL
For and in consideration of the sum of
($ ), paid by the City of Kalispell, Montana,
hereinafter CITY, the receipt and sufficiency of which is hereby
acknowledged, we, Michael T. McFarland and Mary L. McFarland, the
legal owners with authority to enter into this Agreement,
hereinafter SELLER, hereby make the following Offer to Sell:
1. SELLER, the legal owner of certain real property located
in Kalispell, Flathead County, Montana, being more
particularly described as follows:
Tract 1:
Lots 16 and 17 of Block 54 of Kalispell, Montana,
according to the map or plat thereof on file and of
record in the office of the County Clerk and
Recorder of Flathead County, Montana.
EXCEPTING THEREFROM from said Lot 17 the following
described tract:
Beginning at the Northeast corner of said Lot 17;
thence Southerly along the Easterly line of said
Lot 17, a distance of 17 feet to a point; thence
Westerly parallel with the Northerly boundary of
said Lot 17, a distance of 25 feet to a point;
thence at right angles
Northerly a distance of 17 feet to the Northerly
boundary of said Lot 17; thence
Easterly along the Northerly boundary of said Lot
17 a distance of 25 feet to the Place of Beginning.
Tract 2:
The West Forty --seven feet Three inches (47' 3") of
Lot 18, Block 54 of Kalispell, Montana, according
to the map or plat thereof on file and of record in
the office of the County Clerk and Recorder of
Flathead County, Montana
does hereby agree and Offer
Kalispell, Montana, the above
together with all improvements
consideration of the sum of
Thousand Five Hundred Dollaxs
to Sell to the City of
described real estate,
thereon, in and for the
Two Hundred and Eight
($208,500.00).
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M
with Escrow Services, P.O. Box 294, Kalispell MT 2211
59903-1997 with instructions to release said sum
upon notice from the CITY that the property has
been vacated (Close Escrow).
b. On or before February 28, 2001, SELLER shall
deliver to Escrow Services a Grant Deed with
instructions to record said deed on the date the
balance of the purchase price is delivered to
SELLER (Close of Escrow) .
c• In addition to other conditions to CITY'S
obligations contained elsewhere in this Offer to
Sell, CITY shall not be obligated to Close Escrow
unless and until the apartment building located on
the above described real property is vacant of all
tenants.
3. In the event the City accepts this offer to sell, it
shall be authorized to withhold, at the time of delivery
of the initial funds on February 28, 2001, such sums as
are necessary to clear all encumbrances, including the
sum of Ten Thousand Dollars ($10,000.00) paid by
Hampstead Partners, Inc. under a Purchase and Sale
Agreement, herein assigned, charged to such property to
obtain clear title in the name of the CITY.
4. Cost of this transaction (Title Company Fees and Escrow
Fees) shall be shared equally between SELLER and BUYER.
5. Real estate taxes, existing city special improvement
district payments shall be prorated as of July 1, 2001.
6. Prior to Close of Escrow, SELLER shall obtain final
readings for all water, sewer, electricity, gas,
telephone and other utility charges at the property.
Seller shall pay for all such charges based on the final
invoices or final meter readings. The utility accounts
shall be transferred to CITY at the Close of Escrow.
7. SELLER shall keep all personal property associated with
the property. Said personal property shall be removed by
the SELLER prior to the Close of Escrow.
8. Prior to the Close of Escrow, SELLER shall be entitled to
retain all income from the Property and shall be
responsible for all expenses related to the Property.
9. SELLER shall maintain insurance coverage for fire and
other casualty losses through the Close of Escrow.
10. SELLER shall maintain liability insurance on the property
through the Close of Escrow. SELLER shall protect,
indemnify, defend and save CITY, its elected or appointed
officials, agents and employees, while acting within the
scope of their duties as such, harmless from and against
all claims, liabilities, demands, causes of action and
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CITY any other warranties or representations regarding
this Property.
12. A complete and detailed closing statement shall be
furnished by the Title Company to the SELLER and CITY
prior to February 28, 2001.
13. SELLER shall not, during the period of time between
February 28, 2001 and the Close of Escrow, enter into any
contract, lease with respect to or encumber said
property, which will survive the Close of Escrow or
otherwise affect the possession, use, operation or
enjoyment of the property after the Close of Escrow.
1.4. SELLER acknowledges and agrees that this Offer to Sell
replaces and supplants that certain "The Annex - Purchase
and Sale Agreement" dated November 9, 2000, between
Hampstead Partners, Inc. and SELLER, and that the CITY
has been assigned the Purchaser's interest created by
said Agreement, as set forth below.
15. SELLER shall be entitled to four (4) permanent parking
spaces in the new parking lot anticipated to be
constructed on the Property, together with ingress and
egress to such parking spaces. CITY understands and
agrees that such parking spaces shall be an easement
which is appurtenant to certain property which is
adjacent to the Property herein described, and which
SELLER intends to acquire. The property which SELLER
intends to acquire is described as Lot 6 of Block 54,
Kalispell Original Townsite, according to the map or plat
thereof on file and of record with the Flathead County
Clerk and Recorder, Flathead County, Montana. At closing,
CITY agrees to execute any documents reasonably necessary
to document and effectuate SELLER' S interest and right in
and to such parking spaces. In the event CITY is able to
designate four specific spaces as SELLER'S parking spots,
but is unable to designate parking spaces in the
southeast corner of Property, then in such event CITY
agrees to seek SELLER'S approval regarding the exact
location of such parking spaces, which approval SELLER
shall not unreasonably withhold.
16. No other reservations, exceptions or considerations have
been made and the fulfillment of the terms and conditions
of this offer to sell shall constitute the full
settlement offer herein set forth.
17. Should any litigation be commenced between the parties
hereto concerning this Offer to Sell or subject matter
hereof or the rights and duties of the Parties in
relation hereto or thereto, the party prevailing in such
litigation (whether at trial or on appeal) shall be
entitled, in addition to such other relief as may be
granted, to its costs and expenses of suit, including
without limitation a reasonable sum as and for its
attornev's fees in such litigation, which shall be
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Kent Saxby, Esq.
Warden, Christiansen, Johnson & Berg, PLLP
221 First Avenue East
Kalispell, MT 59903-3038
Phone: 406.755.5535
Fax: 406.756.9436
If to CITY: City Manager
City of Kalispell
P.O. Box 1997
Kalispell, MT 59903-1997
Phone: 406.758.7703
Fax: 406.758.7758
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19. If this agreement is terminated by the fault of either
SELLER or CITY, both SELLER and CITY shall have all
rights available to them to seek damages through law or
equity.
20. CITY understands and acknowledges that SELLER may wish to
dispose of the Property as part of a tax -deferred
exchange under Section 1031 of the Internal Revenue Code
of 1986. CITY agrees to cooperate fully with SELLER in
connection with any such tax -deferred exchange; provided
that CITY shall not incur any additional cost, expense or
liability related to such tax -deferred exchange and that
such exchange shall not extend the closing dates herein
this Agreement. SELLER agrees to indemnify and hold CITY
harmless from any such costs, expense or liability
related to their tax -deferred exchange. In connection
with such tax -deferred exchange, CITY understands and
agrees that SELLER shall have the right to assign this
Agreement and the rights hereunder to an intermediary for
purposes of facilitating SELLER'S tax -deferred exchange.
21. This Offer, when accepted and following execution by
Hampstead Partners, Inc. of the Assignment which follows,
shall be binding upon and inure to the benefit of the
heirs, successors and assigns of the parties hereto.
SELLER shall have the right to withdraw their Offer to
CITY following CITY'S acceptance of such Offer if
Hampstead Partners fails or refuses to execute the
following Assignment.
DATED this day of January, 2001.
Michael T. McFarland
Owner
Mary L. McFarland
Owner
STATE OF MONTANA )
i : ss
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ASSIGNMENT
For value received Hampstead Partnership, Inc., 1205 Prospect
Street, Suite 459, La Jolla, California, hereby assigns unto the
City of Kalispell all Purchaser's rights under that certain "The
Annex - Purchase and Sale Agreement" dated November 9, 2000, by and
between Hampstead Partners, Inc. and Michael and Mary McFarland.
Date
STATE OF
County of
}
ss
HAMPSTEAD PARTNERS, INC.
By:
Principal
On this day of , 2001, before me, a Notary
Public in and for the State of , personally appeared
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, State of
SEAL Residing at
My Commission expires
ACCEPTANCE
The Offer to Sell and Assignment
City of Kalispell, Montana on this
subject to ratification by Resolution
Kalispell.
ATTEST:
Theresa White
City Clerk
STATE OF MONTANA }
ss
County of Flathead }
is hereby accepted' by the
day of January, 2001,
of the City Council of
CGP40W4ffQ4i.+3Af&*j-0
City Manager
On this day of , 2001, before me, a Notary