Purchase & Sale Agmt/Unsigned (for Closing)PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is entered into this
day of , 2022, by and between CITY OF KALISPELL, a municipal
corporation ("Seller"), of P. O. Box 1997, Kalispell, Montana 5 990 1, and KALISPELL URBAN
RESORT PARTNERS, LLC, a Montana limited liability company, and/or its assigns,
("Purchaser"), with mailing address of 208 First Avenue East, Kalispell, Montana 59901.
THE PARTIES AGREE AS FOLLOWS:
1. Real Property. Purchaser agrees to purchase, and Seller agrees to sell the
following described real property located at 3rd Avenue West and Main Street, Kalispell, Flathead
County, Montana, herein referred to as the "Property," and more particularly described below:
Lots 8, 9, 10, 11, 12, Block 55, Kalispell Original Townsite, according to the map
or plat thereof on file and of record in the office of the Clerk and Recorder of
Flathead County, Montana.
Together with all interest of Seller in vacated streets and alleys adjacent thereto, all easements and
other appurtenances thereto, and all improvements on the Property. All existing permanently
installed fixtures and fittings that are attached to the Property are included in the purchase price.
2. Purchase Price. The total purchase price for the Property is $0.00 Dollars.
3. Closin . The date of closing ("Closing Date") shall be.
. Purchaser and Seller shall deposit with the closing agent
necessary to complete the purchase in accordance with this Agreement.
all instruments and funds
4. Possession. Seller shall deliver to Purchaser possession of the property and allow
occupancy when the closing agent is in receipt of all required, signed documents and all funds
necessary for the purchase.
5. Contingencies. The contingencies set forth in this Agreement or attached addenda
shall be deemed to have been released, waived, or satisfied, and the Agreement shall continue to
closing, unless by 5:00 PM (Mountain Time) on the date specified for each contingency, the party
requesting the contingency has notified the other parry in writing that the contingency is not
released, waived, or satisfied. If a party has notified the other party on or before the release date
that a contingency is not released, waived, or satisfied, this Agreement is terminated, unless the
parties negotiate other terms or provisions.
a. Inspection Contingency: This Agreement is contingent upon Buyer's acceptance of the
Property conditions identified through any inspections or advice requested below.
Buyer agrees to acquire, at Buyer's expense, independent inspections or advice from
qualified inspectors or advisers of Buyer's choice, provided that the cost for a phase I
environmental inspection may, if eligible, be paid with funds available to the City.
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Buyer agrees that any investigations or inspections undertaken by Buyer or on their
behalf shall not damage or destroy the property, without the prior written consent of
Seller. Further, Buyer agrees to return the Property to its original condition and to
indemnify Seller from any damage or destruction to the Property caused by the Buyer's
investigation or inspections, if Buyer does not purchase the Property.
1. Inspection;
2. Seller's Property Disclosure;
3. Roof Inspection;
4. Structural/Foundation Inspection;
5. Electrical Inspection;
6. Plumbing Inspection;
7. Heating, ventilation, cooling system -Inspection;
8. Pest/Rodent Inspection;
9. Well Inspection for condition of Well and Quantity of Water;
10. Accounting Advice;
11. Survey or Corner Pins located;
12. Access to Property;
13. Verification of # of code compliant bedrooms;
14. Review and Approval of Protective Covenants;
15. Easements;
16. Flood Plain Determination;
17. Water Sample Test;
18. Septic, sewer, or Cesspool Inspection;
19. Mineral Rights Search;
20. Radon;
21. Asbestos;
22. Wild Fire Risk;
23. Legal Advice;
24. Toxic Waste/Hazardous Material;
25. Underground Storage Tanks;
26. Sanitary Approval/Septic Permit;
27. Mold;
28. Zoning Determination;
29. Verification of lot size; and
30. Road Maintenance.
Unless Buyer delivers written notice of Buyer's Disapproval of the Property conditions
within 15 days from the date of this Agreement, this contingency shall be of no further
force or effect. If Buyer disapproves of the Property condition, Buyer shall deliver
written notice to Seller on or before the date specified above, together with a copy of
that portion of the inspection or report upon which the disapproval is based. Buyer
shall also state whether Buyer elects to immediately terminate the Agreement or
negotiate a resolution of the conditions noted. If Buyer elects to negotiate a resolution
of the conditions noted, the notice must contain all of Buyer's objections and requested
remedies. If the parties enter into a written agreement in satisfaction of the conditions
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noted, this contingency shall be of no further force or effect. If the parties cannot come
to a written agreement in satisfaction of the conditions noted or if the Buyer does not
withdraw in writing their disapproval of the condition noted within 20 days after the
date of this Agreement, the Agreement shall terminate.
b. Title Contingency: This Agreement is contingent upon Buyer's receipt and approval
(to Buyer's satisfaction) of the preliminary title commitment. The release date for this
contingency shall be 10 days from Buyer's receipt of the preliminary title commitment.
c. Insurance Contingency: This Agreement is contingent upon Buyer's ability to acquire,
at a rate acceptable to Buyer, hazard insurance on the Property. The release date for
this Contingency shall be 15 days from the date of this Agreement.
d. Development Agreement: This Agreement shall be contingent upon Buyer and Seller
entering into a Development Agreement regarding construction of a hotel on the
Property and Seller and Montana Hotel Development Partners, LLC entering into a
Development Agreement regarding construction of a parking garage on separate real
property owned by Seller.
6. Conveyance. The Seller shall convey the Property by General Warranty Deed, free
of all liens and encumbrances except those set forth in the preliminary title commitment, as
approved by Purchaser.
7. Water Rights. All water, surface water or ground water, any legal entitlement to
water, including statements of claim, certificates of water rights, permits to appropriate water,
exempt existing rights, decreed basins or any ditches, ditch rights, or ditch easements appurtenant
to and/or used in connection with the Property are included with the Property.
8. Water Rights Disclosure. Under Montana Law, failure of the parties at closing or
transfer of real property to pay the required fee to the Montana Department of Natural Resources
and Conservation for updating water right ownership may result in the transferee of the property
being subject to a penalty. Additionally, in the case of water rights being exempted, severed, or
divided, the failure of the parties to comply with § 85-2-424, MCA could result in a penalty against
the transferee and rejection of the deed for recording.
9. Closing Fees. Closing agent's fee will paid by the Seller.
10. Title Insurance. Seller, at Seller's expense and from a title insurance company
chosen by Seller, shall furnish Purchaser with an ALTA Standard Coverage Owners Title
Insurance Policy (as evidenced by a standard form American Land Title Association title insurance
commitment) in an amount equal to the Purchase Price. Purchaser may purchase additional
owner's title insurance coverage in the form of "Extended Coverage" or "Enhanced Coverage" for
an additional cost to the Purchaser. It is recommended that Purchaser consult with a title company
for details.
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11. Condition Of Title. All mortgages, judgments, and liens shall be paid or satisfied
by the Seller at or prior to closing unless otherwise provided in this Agreement. Seller agrees that
no additional encumbrances, restrictions, easements, or other adverse title conditions will be
placed against the title to the Property subsequent to the effective date of the preliminary title
commitment approved by the Purchaser.
12. Special Improvement Districts and Special Assessments. All Special
Improvement Districts (including rural SIDS), including those that have been noticed to Seller by
City/County but not yet spread or currently assessed shall be assumed by Seller at Closing. Any
special or non -recurring assessments of any non -governmental association, including those that
have been approved but not yet billed or assessed, shall be assumed by Purchaser at Closing.
13. Proration of Taxes and Assessments. Seller and Purchaser agree to prorate taxes,
Special Improvement District assessments for current tax year, as well as prepaid rents, water and
sewer system charges, heating fuel and tank rental, irrigation assessments, homeowners'
association dues and/or common maintenance fees, as of the date of closing unless otherwise
provided in this Agreement.
14. Condition of Property. Seller agrees to sell the Property to Purchaser As -Is.
15. Noxious Weed Disclosure. Purchasers of property in Montana should be aware
that some properties contain noxious weeds. Montana law requires owners of property within this
state to control, and to the extent possible, eradicate noxious weeds. For information concerning
noxious weeds and the obligations of property owners, contact either your local County extension
agent or Weed Control Board.
16. MEGAN'S LAW DISCLOSURE. Pursuant to the provisions of the Title 46,
Chapter 23, Part 5 of the Montana Code Annotated, certain individuals are required to register
their address with the local law enforcement agencies as part of Montana's Sexual and Violent
Offender Registration Act. In some communities, law enforcement offices will make the
information concerning registered offenders available to the public. If you desire further
information, please contact the local County Sheriff office, the Montana Department of Justice in
Helena, Montana, and/or the probation offices assigned to the area.
17. Radon Disclosure Statement. The following disclosure statement is provided
pursuant to the Montana Radon Control Act, § 75-3-606, MCA. RADON IS A NATURALLY
OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A
BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS
WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL
GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN MONTANA. ADDITIONAL
INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED
FROM YOUR COUNTY OR STATE PUBLIC HEALTH UNIT. If the Property has been tested
for radon, the Seller shall provide a copy of the test results concurrent with an executed copy of
this Agreement. If the Property has received radon mitigation treatment, the Seller will provide
the evidence of mitigation treatment concurrent with an executed copy of this Agreement.
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18. Seller's Remedies.
a. Seller's Remedies. If the Seller accepts the offer contained in this
Agreement and Purchaser refuses or neglects to consummate the transaction contemplated by this
Agreement within the time period provided in this Agreement, the Seller may:
1. Declare the earnest money paid by Purchaser be forfeited; OR
2. Demand that Purchaser specifically perform Purchaser's duties and
obligations under this Agreement; OR
3. Demand that Purchaser pay monetary damages for Purchaser's
failure to perform the terms of this Agreement.
b. Purchaser's Remedies. If the Purchaser accepts the offer contained in this
Agreement and Seller refuses or neglects to consummate the transaction contemplated by this
Agreement within the time period provided in this Agreement, the Purchaser may:
1. Declare the earnest money paid by Purchaser be returned to
Purchaser; OR
2. Demand that Seller specifically perform Seller's duties and
obligations under this Agreement; OR
3. Demand that Seller pay monetary damages for Seller's failure to
perform the terms of this Agreement.
19. Purchaser's and Seller's Certification. By entering this Agreement, each person
or persons executing this Agreement, as Purchaser or Seller, represents that he/she is eighteen (18)
years of age or older, of sound mind, and legally competent to own or transfer real property in the
State of Montana; and, if acting on behalf of a corporation, partnership, or other non -human entity,
that he/she is duly authorized to enter into this Agreement on behalf of such entity.
20. Foreign Person or Entity. Section 1445 of the Internal Revenue Code provides
that a Purchaser of a U.S. real property interest may be required to withhold tax if the Seller is a
foreign person. Seller acknowledges and agrees that unless the purchase price of the Property does
not exceed $300,000.00 and Purchaser is purchasing the Property for use by Purchaser as a
personal residence, Seller shall deliver to Purchaser a certificate of non -foreign status and any
other certificate, affidavit, or statement as may be necessary to meet the requirements of Section
1445 of the Internal Revenue Code, in a form reasonably acceptable to Purchaser. In the event
Seller does not deliver such documents to Purchaser at or before closing, Seller acknowledges and
agrees that Purchaser or the closing agent may withhold 10% of the Purchase Price and submit this
amount to the Internal Revenue Service, pursuant to Section 1445 of the Internal Revenue Code.
21. Consent to Disclose Information. Purchaser and Seller hereby consent to the
procurement and disclosure by Purchaser and Seller, and Salespersons and their attorneys, agent,
and other parties having interests essential to this Agreement, of any and all information reasonably
necessary to consummate the transaction anticipated by this Agreement, specifically including
access to escrows for review of contracts, deeds, trust indentures, or similar documents related to
the Property or any underlying obligations.
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22. Risk of Loss. All loss or damage to any of the above -described Property or
personal property to any cause shall be assumed by Seller through the time of Closing unless
otherwise specified.
23. Time. Time is of the essence to the terms of this Agreement.
24. Assignment This Agreement is binding upon the heirs, successors, and assigns of
each of the parties to this Agreement. The Purchaser's rights under this Agreement may not be
assigned without the Seller's prior written consent.
25. Attorney's Fees. In any action brought by either party 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.
26. Choice of Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Montana. Further, the parties agree, if there is a lawsuit, that
jurisdiction and venue shall be in the county in which the Property, subject of this Agreement, is
located.
27. Severability. If a court of competent jurisdiction finds any provision of this
Agreement to be invalid or unenforceable as to any person or circumstance, such finding shall not
render that provision invalid or unenforceable as to any other persons or circumstances. If feasible,
any such offending provision shall be deemed to be modified to be within the limits of
enforceability or validity; however, if the offending provision cannot be so modified, it shall be
stricken and all other provisions of this Agreement in all other respects shall remain valid and
enforceable.
28. Counterparts. This Agreement may be executed in any number of counterparts,
each of which when executed and delivered shall be an original, but all such counterparts shall
constitute one and the same instrument. As used herein, "counterparts" shall include full copies
of this Agreement signed and delivered by email or facsimile transmission, as well as photocopies
of such email or facsimile transmissions.
29. Entire Agreement. This Agreement, together with any attached exhibits and any
addenda or amendments signed by the parties, shall be the entire agreement between Seller and
Purchaser, and supersedes any other written or oral agreements between Seller and Purchaser. This
Agreement can be modified only in writing, signed by the Seller and Purchaser.
30. Purchaser's Acknowledgment. Purchaser acknowledges that prior verbal
representations by the Seller do not modify or affect this Agreement. Purchaser acknowledges
that by signing this Agreement they have examined the subject real and personal Property, has
entered into this Agreement in full reliance upon their independent investigation and judgment,
and has read and understood this entire Agreement.
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CITY OF KALISPELL
"SELLER"
"PURCHASER"
KALISPELL URBAN RESORT PARTNERS, LLC
BY: Montana Hotel Development Partners, LLC, Manager
BY: Bond Partners, LLC, Member
Robert Watson, Member
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