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HomeMy WebLinkAboutOrdinance No. 1779, Purchase and Sale Agreement of former city hall.pdf Commission Memorandum REPORT TO: Honorable Mayor and City Commission FROM: Chris Kukulski, City Manager SUBJECT: Final Adoption of Ordinance 1779 Authorizing the City Manager to Sign Purchase and Sale Agreement with GSC Family Limited Partnership for the Former Bozeman City Hall Property Located at 411 East Main Street MEETING DATE: February 1, 2010 AGENDA ITEM TYPE: Action Item RECOMMENDATION: Finally adopt Ordinance 1779 authorizing the City Manager to Sign Purchase and Sale Agreement with GSC Family Limited Partnership for the former Bozeman City Hall property located at 411 East Main Street and direct the City Manager to execute the purchase and sale agreement at the conclusion of the 30-day effective date period (March 3, 2010). The closing date on the former City Hall property is scheduled for April 15, 2010. BACKGROUND: On January 19, 2010, by a vote of 4 – 0, the Bozeman City Commission (Commission) provisionally adopted Ordinance 1779 authorizing the City Manager to sign a purchase and sale agreement with GSC Family Limited Partnership for the former Bozeman City Hall located at 411 East Main Street and directed staff to return to the Commission on February 1, 2010 for final adoption of the ordinance. Between provisional and final adoption of Ordinance 1779, as required by MCA 7-1- 4127, the City of Bozeman did publish in the newspaper of record on Sunday, January 24 and Sunday, January 31, 2010 the following notice: ***NOTICE TO BOZEMAN RESIDENTS*** On Tuesday, January 19, 2010 at its regular meeting, the Bozeman City Commission provisionally adopted Ordinance 1779, AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF BOZEMAN, MONTANA, AUTHORIZING THE CITY MANAGER TO SIGN A PURCHASE AND SALE AGREEMENT FOR THE SALE AND CONVEYANCE OF THE FORMER BOZEMAN CITY HALL LOCATED AT 411 EAST 216 MAIN STREET AND INCLUDING SEVERAL CONTINGENCIES REGARDING THE SALE AND AN EFFECTIVE DATE. A public hearing is scheduled for final adoption of Ordinance 1779 on Monday, February 1, 2010 at 6 PM in the City Commission Meeting Room at the Bozeman City Hall located at 121 N. Rouse Avenue. For more information on Ordinance 1779 please contact the Bozeman City Clerk in City Hall located at 121 North Rouse Avenue, P.O. Box 1230, 59771 or via phone at 582-2320 or e-mail at agenda@bozeman.net. On July 14, 2008 the Commission found, by a vote of 4 -0, that “the subject property, the [former] City Hall, is not necessary for the conduct of City business and that we [the Commission] would direct staff to proceed with the Request for Proposal [RFP] process and negotiate the sale under provisions of Chapter 2.05 of the Bozeman Municipal Code”. Staff, in consultation with the Gallatin Association of Realtors, produced an RFP for realty services. In September, 2008, the City of Bozeman relocated City offices and administrative services to the former library property located at 121 North Rouse Avenue. On January 5, 2009 the Commission “[a]uthorize[ed] the City Manager to negotiate and sign a listing contract for the sale of the former City Hall lots (10 – 14) and facility with the commercial real estate firm Grubb & Ellis, Montana Commercial LLC. On February 19, 2009, Keith O’Reilly, MAI, a General Certified Appraiser from Bridger Appraisal, Inc., appraised the value of the former Bozeman City Hall to be between $900,000.00 and $1,200,000.00. On January 15, 2010, the Bozeman City Manager, through the City’s listing agent Grubb and Ellis, LLC, received an offer to purchase the former City Hall property for eight hundred ten thousand dollars ($810,000) cash. Ordinance 1779 is attached hereto. (Attachment 1) If accepted, the Commission authorizes, subject to completion of the contingencies as stated in the attached Purchase and Sale Agreement, and those contingencies listed below, the conveyance of the fee title to the property located at 411 East Main Street to the purchaser: 1. The sale prices shall be eight hundred and ten thousand dollars and zero cents ($810,000.00). 2. The purchaser shall pay cash to the City at closing. 3. The City Manager shall not be authorized to sign the Purchase and Sale Agreement until 30 days after final adoption of this ordinance (March 3, 2010); as such, the Purchase and Sale Agreement shall not be binding on the City of Bozeman until executed by the City Manger at that time. 4. The sale shall close no later than April 15, 2010. 5. Prior to release of contingencies, an agreement, acceptable to the Bozeman City Commission, shall be signed by the purchaser and the City regarding ownership, and maintenance of all infrastructure within the building including the tunnel and that infrastructure related to heating and other utilities shared with Fire Station No. 1 and for payment of related utility services. 217 Additionally, the purchaser shall recognize and agrees that the City of Bozeman may reserve to itself any easement(s) for access, maintenance, and replacement of fixtures remaining on the property that are necessary for service of the Bozeman Fire Station No. 1. After review, the City Attorney advised that the following revisions be made to the Purchase and Sale Agreement (Attachment 2): 1. Line 71 – RECEIPT OF EARNEST MONEY: …and such funds will be held in a trust account by a title company to be named by the purchaser. 2. Line 194 – CONVEYANCE: The Seller shall convey the real property by Grant deed… The purchasers’ representative was amenable to the changes as proposed. A revised and signed Purchase and Sale Agreement will be provided in advance of the Tuesday evening City Commission Meeting. FISCAL EFFECTS: Proceeds of the sale, $810,000, shall be deposited in the City Hall construction fund. Upon sale, the city will also incur expenses for the realtor sales commission and closing costs. We estimate having a negative balance of $2,860.75 in the fund after these expenses. The Construction Fund would then be closed out, with any remainder deposited to the General Fund. City Hall Remodel - Construction Fund FY10 Beginning Balance $ (1,636,968.59) Plus: FY10 Budgeted General Fund Transfer for Decline in Property Value 900,000.00 Plus: Proceeds of Sale 810,000.00 Less: Final Architectural Work, LEED (24,792.16) Less: Sales Commission (48,600.00) Less: Closing Costs (title insurance, recording, escrow fees), estimated (2,500.00) Estimated Ending Balance, after Sale $ (2,860.75) ALTERNATIVES: As suggested by the City Commission Respectfully submitted, _______________________ Chris Kukulski City Manager Attachments: (1) Ordinance 1779; (2) Purchase and Sale Agreement including two revised pages; (3) Floor plan and lots photo of the property located at 411 East Main Street; (4) Kukulski letter to Steve Kleimer dated January 15, 2010; and (5) Sale of City Hall Timeline 218 ORDINANCE 1779 Page 1 of 5 ORDINANCE NO. 1779 AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF BOZEMAN, MONTANA, AUTHORIZING THE CITY MANAGER TO SIGN A PURCHASE AND SALE AGREEMENT FOR THE SALE AND CONVEYANCE OF THE FORMER BOZEMAN CITY HALL LOCATED AT 411 EAST MAIN STREET AND INCLUDING SEVERAL CONTINGENCIES REGARDING THE SALE AND AN EFFECTIVE DATE. WHEREAS, the City of Bozeman owns property known as the former Bozeman City Hall located at 411 East Main St., with a legal description of: Rouse’s 1st Addition to Bozeman, Lots 10 – 14, Block F, Section 7. T2S R6E, Bozeman, Gallatin Co., Montana; and WHEREAS, the City is desirous of selling the above described real property; and WHEREAS, Section 2.11 of the Bozeman City Charter requires adoption of an ordinance when the City “convey[s]… or authorize[s] the conveyance… of any lands of the city”; and WHEREAS, Section 2.05.030 of the Bozeman Municipal Code (BMC), adopted pursuant to Ordinance 1658, grants the City Commission the jurisdiction and power to sell any real property, however acquired, belonging to the City that is not necessary to the conduct of city business or the preservation of property; and WHEREAS, Section 2.05.040, BMC, adopted pursuant to Ordinance 1713, states, “When the City Commission, after a public hearing, has determined by a two-thirds vote of all the members, that any real property owned by the city is not needed for public use, or that the public interest may be furthered, the City may sell such property by… negotiated sale…, 219 ORDINANCE 1779 Page 2 of 5 subject… to a minimum price established through an appraisal that certifies the value of such property…” and WHEREAS, Section 2.05.040, BMC, also states, “Notice of sale… shall be published as provided in MCA 7-1-4127”; and WHEREAS, Section 2.05.050.B, BMC, adopted pursuant to Ordinance 1658, states, “… a sale may not be made for less than 90% of the appraised value”; and WHEREAS, Section 2.05.060, BMC, adopted pursuant to Ordinance 1658, states, “… no sale of real property shall be made of any property unless it has been appraised within one year prior to the date of the sale”; and WHEREAS, on July 14, 2008, the Bozeman City Commission, by a vote of four to zero, determined the property located at 411 East Main St., which served as the former Bozeman City Hall, was no longer necessary to the conduct of city business; and WHEREAS, at that time the Bozeman City Commission authorized the City Manager to market the property and negotiate a sale; and WHEREAS, Keith O’Reilly, MAI, a General Certified Appraiser from Bridger Appraisal, Inc., on February 19, 2009, appraised the value of the former Bozeman City Hall to be between $900,000.00 and $1,200,000.00; and WHEREAS, on January 15, 2010, the Bozeman City Manager received an offer to purchase this property for eight hundred ten thousand dollars ($810,000) cash; and WHEREAS, the offer to purchase the former Bozeman City Hall is attached to this Ordinance as Attachment 1; and WHEREAS, should the Bozeman City Commission provisionally adopt this ordinance accepting said offer by no less than a two-thirds vote of its total membership, notice of 220 ORDINANCE 1779 Page 3 of 5 provisional adoption of this ordinance shall be published in compliance with Sect. 7-1-4127, MCA, prior to final adoption; and WHEREAS, should the Bozeman City Commission provisionally adopt this ordinance the City Commission shall conduct a public hearing on acceptance of the purchase and sale agreement attached as Attachment 1 at final reading. NOW THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF BOZEMAN, MONTANA: Section 1 The Bozeman City Commission hereby accepts and authorizes the City Manager to sign the offer for the sale of the former Bozeman City Hall tendered by purchaser GSC Family Limited Partnership which is attached as a Purchase and Sale Agreement (Attachment 1). The property is located at 411 East Main Street and is legally described as Rouse’s 1st Addition to Bozeman, Lots 10 – 14, Block F, Section 7. T2S, R6E, Bozeman, Gallatin Co., Montana. By accepting this offer the Commission authorizes, subject to completion of the contingencies as stated in the attached Purchase and Sale Agreement and those contingencies listed below, the conveyance of the fee title to the property to the purchaser: 1. The sale prices shall be eight hundred and ten thousand dollars and zero cents ($810,000.00). 2. The purchaser shall pay cash to the City at closing. 3. The City Manager shall not be authorized to sign the Purchase and Sale Agreement until 30 days after final adoption of this ordinance; as such, the Purchase and Sale Agreement shall not be binding on the City of Bozeman until executed by the City Manger at that time. 4. The sale shall close no later than April 15, 2010. 5. Prior to release of contingencies, an agreement, acceptable to the Bozeman City Commission, shall be signed by the purchaser and the City regarding ownership, and maintenance of all infrastructure within the building including the tunnel and that infrastructure related to heating and other utilities shared with Fire Station No. 1 and for payment of related utility services. 6. The purchaser shall recognize and agrees that the City of Bozeman may reserve to itself any easement(s) for access, maintenance, and replacement of fixtures remaining on the property that are necessary for service of the Bozeman Fire Station No. 1. Proceeds of the sale shall be deposited in the City Hall construction fund. 221 ORDINANCE 1779 Page 4 of 5 Section 2 Repealer. All provisions of the ordinances of the City of Bozeman in conflict with the provisions of this ordinance are, and the same are hereby, repealed and all other provisions of the ordinances of the City of Bozeman not in conflict with the provisions of this ordinance shall remain in full force and effect. Section 3 Savings Provision. This ordinance does not affect the rights and duties that matured, penalties that were incurred or proceedings that were begun before the effective date of this ordinance. All other provision of the Bozeman Municipal Code not amended by this Ordinance shall remain in full force and effect. Section 4 Severability. That should any sentence, paragraph, subdivision, clause, phrase or section of this ordinance be adjudged or held to be unconstitutional, illegal, or invalid, the same shall not affect the validity of this ordinance as a whole, or any part or provision thereof, other than the part so decided to be invalid, illegal or unconstitutional, and shall not affect the validity of the Bozeman Municipal Code as a whole. Section 5 Codification Instruction. The provisions of this Ordinance shall not be codified in the Bozeman Municipal Code; rather, this Ordinance shall be maintained by the City Clerk in an indexed file of all Ordinances not to be codified. Section 6 Effective Date. This ordinance shall be in full force and effect 30 days after final adoption. 222 ORDINANCE 1779 Page 5 of 5 PROVISIONALLY PASSED by the City Commission of the City of Bozeman, Montana, on first reading at a regular session held on the 19th day of January, 2010. __________________________________________ JEFFREY K. KRAUSS Mayor ATTEST: _______________________________ AIMEE KISSEL Acting City Clerk FINALLY PASSED, ADOPTED AND APPROVED by the City Commission of the City of Bozeman, Montana on second reading at a regular session thereof held on the 1st day of February, 2010. The effective date of this ordinance is March 3, 2010 __________________________________________ JEFFREY K. KRAUSS Mayor ATTEST: _______________________________ STACY ULMEN, CMC City Clerk APPROVED AS TO FORM: __________________________________________ GREG SULLIVAN City Attorney 223 COMMERCIAL BUY - SELL AGREEMENT (including Earnest Money Receipt) 1 This Agreement stipulates the terms of sale of this property. Read carefully before signing. This is a 2 legally binding contract If not understood, seek competent advice. 3 4 BOZEMAN , Montana, (date) January 14. 2010 , 5 GSC FAMILY LIMITED PARTNERSHIP AND/OR ASSIGNS , as 6 D Joint Tenants with rights of survivorship, D Tenants in common, D Single in his/her own right, 7 D Other (hereinafter 8 called "Buyer") agrees to purchase, and the Seller agrees to sell the following described real property 9 (hereinafter referred to as "Property") commonly known as 411 EAST MAIN 10 in the City of BOZEMAN , 11 County of GALIATIN , Montana, legally described as: TO BE DETERMINED BY TITLE •J2 COMPANY __^_ 13 14 15 16 TOGETHER with all interest of Seller in vacated streets and alleys adjacent thereto, all easements and other 17 appurtenances thereto, and all improvements thereon. All existing permanently installed fixtures and 18 equipment that are attached property are included in the purchase price, such as electrical, plumbing and 19 heating fixtures except: 20 21 22 PERSONAL PROPERTY: The following items of personal property and other assets are set forth hereafter 23 or per attached addendum, free of liens and without warranty of condition, are included and shall be 24 transferred by bill of sale: 25 26 PURCHASE PRICE AND TERMS: 27 Total purchase price is Eight Hundred Ten Thousand 28 U.S. Dollars ($ aio.OQQ.oo ) payable as follows: 29 $ 8.100.00 earnest money to be applied at closing. 30 $ as additional cash payment, payable on or before closing. 31 $ 801 r 900.00 balance of the purchase price will be financed as follows: 32 CONVENTIONAL FINANCING 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 CLOSING DATE: The date of closing shall be (date) April 15. 2010 . The parties may, by 48 mutual agreement, close the transaction at any time prior to the date specified. The Buyer and Seller will 49 deposit with the closing agent all instruments and funds necessary to complete the purchase in accordance 50 with this Agreement. ©MONTANA ASSOCIATION OF REALTORS® Commercial Buy-Sell Agreement, June 2009 page i as Sellers Initials Gene Cook Real Estate 1276 N. 15th Ave, Suite 103, Bozeman MT 59715 Phone:(406)586-0302 Fax:(406)586-6105 Tom Starner KLEIMER.zfx Produced with ZipFomi® by zipLogix 18070 Fifteen Mils Road, Fraser, Michigan 48026 www.zipLoaix.com 224 51 POSSESSION: Seller shall deliver to Buyer possession of the property and allow occupancy: 52 D when the closing agent is in receipt of all required, signed documents and all funds necessary for the 53 purchase; OR 54 H on the date of recording the deed or Notice of Purchaser's Interest, OR 55 D 56 Seller shall provide keys and/or means to operate locks, mailboxes, security systems, alarms, if applicable. 57 58 RECEIPT OF EARNEST MONEY: Buyer agrees to provide Earnest Money in the amount of Eight 59 Thousand One Hundred U.S. Dollars ($ 8,100.00 ) as evidenced 60 byD Cash, the receipt of which is acknowledged by the undersigned Broker/Salesperson; OR S Check, the 61 receipt of which is acknowledged by the undersigned Broker/Salesperson; D OR 62 63 64 If Buyer fails to pay the Earnest Money as set forth above, Buyer will be in default of this Agreement and 65 Seller shall be entitled to immediately terminate this Agreement and declare any Earnest Money already paid 66 by Buyer to be forfeited. 67 68 All parties to this transaction agree, unless otherwise provided herein, that the earnest monies will be 69 deposited pursuant to Montana Law OR within ( 3 ) business days of the date all parties have signed 70 the Agreement or 71 and such funds will be held in a trust account by SENS COOK REAL ESTATE 72 Parties agree that interest accruing on earnest money, if any, while deposited shall be payable to: 73 74 If interest is payable to the Broker it is agreed that sums so paid are consideration for services rendered. 75 76 (Broker/Salesperson's Printed Name and Phone Number) (Signature of Broker/Salesperson) 77 To be signed only if in actual receipt of Cash or Check. 78 79 The parties authorize the holder of the earnest money to forward to the closing agent, upon its request, all or 80 any portion of the earnest money required to complete the closing of the transaction. 81 82 BUYER'S REPRESENTATION OF FUNDS: Buyer represents that they have sufficient funds for the down 83 payment and closing costs to close this sale in accordance with this Agreement and are not relying upon any 84 contingent source of such funds unless otherwise expressly set forth herein. 85 86 DETECTION DEVICES: The Property is/is not equipped with the following detection devices: 87 88 SMOKE DETECTORS: 89 53 The Property is equipped with CODE number of smoke detectors; OR 90 D The Property is not equipped with smoke detectors. 91 92 CARBON MONOXIDE DETECTORS: 93 H The Property is equipped with CODE number of carbon monoxide detectors; OR 94 D The Property is not equipped with carbon monoxide detectors. 95 96 OTHER FIRE DETECTION DEVICES: The Property is equipped with the following other fire detection 97 device(s): 98 99 100 PROPERTIES INSPECTIONS: The buyer is aware that any Brokerage Firm(s) and Salespersons involved in 101 this transaction have not conducted an expert inspection or analysis of the property or its condition and make 102 no representations to the Buyer as to its condition, do not assure that the property and/or buildings will be 103 satisfactory to the Buyer in all respects, that all equipment will operate properly or that the property and/or 104 improvements comply with current building and zoning codes and ARE NOT building inspectors, building 105 contractors, structural engineers, electricians, plumbers, sanitarians, septic or cesspool experts, well drillers 106 or well experts, land surveyors, civil engineers, flood plain or water drainage experts, roofing contractors or 107 roofing exports, accountants, attorneys, or title examiners, or experts in identifyiny liaianJuub waste and/ui 108 JQXW? materials. ©MONTANA ASSOCIATION OF REALTORS® Commercial Buy-Sell Agreement, June 2009 Page 2 of a_ Buyer's Initials SeSafs Initials Produced with ZipForm® by zipLogix 18070 Fifteen Mite Road, Fraser, Michigan 48026 www.zinLogix.com KLEIMER.zfx 225 109 CONTINGENCIES: The contingencies set forth in this Agreement or on attached addendum shall be 110 deemed to have been released, waived, or satisfied, and the transaction shall continue to closing, unless, 111 by 5:00 p.m. (Mountain Time) on the date specified for each contingency, the party requesting that 112 contingency has notified the other party or the other party's Broker/Salesperson in writing that the 113 contingency is not released, waived, or satisfied. If a party has notified the other party on or before the 114 release date that a contingency is not released, waived, or satisfied, the transaction is terminated, and the 115 earnest money will be returned to the Buyer, unless the parties negotiate other terms or provisions. 116 117 INSPECTION CONTINGENCY: E The Buyer's offer to purchase is contingent upon Buyer's acceptance of 118 the property conditions identified through any inspections or advice requested below. Buyer agrees to 119 acquire, at their own cost, independent inspections or advice from qualified inspectors or advisors of the 120 121 Buyer's choice. Buyer agrees that any investigations or inspections undertaken by Buyer or on his/her 122 behalf shall not damage or destroy the property, without the prior written consent of Seller. Further, Buyer 123 agrees to return the property to its original condition and to indemnify Seller from any damage or 124 destruction to the property caused by the Buyer's investigations or inspections, if Buyer does not purchase 125 the property. 126 127 Inspections or advice requested by the Buyer, or other concerns noted, are to be CHECKED as 128 follows: 129 130 51 Building Inspection E Zoning Determination 131 H Seller's Property Disclosure SI Review and Approval of Protective Covenants 132 HI Roof Inspection Ixl Easements 133 HI Structural/Foundation Inspection D Flood Plain Determination 134 Ixl Electrical Inspection D Water Sample Test 135 Ixl Plumbing Inspection D Septic or Cesspool Inspection 136 S8 Heating, ventilation, cooling system - Inspection 137 Ixl Radon H Pest/Rodent Inspection 138 Ixl Asbestos SI Underground Storage Tanks 139 D Well Inspection for condition of Well and Quantity D Sanitary Approval/Septic permit 140 of Water H Legal Advice 141 Ixl Accounting Advice SI Toxic Waste/Hazardous Material 142 Ixl Survey or Corner Pins located Ixl Access to Property 143 D Water Rights D Airport Affected Area144 Ixl Other PARKING SCENARIO 145 Release date for the above checked item(s): March 31. 2010 146 147 FINANCING CONTINGENCY: 148 SI This Agreement is contingent upon Buyer obtaining the financing specified in the section of this 149 Agreement entitled "PURCHASE PRICE AND TERMS". If financing cannot be obtained by the 150 Time for Completion (defined below), this Agreement is terminated and the earnest money will be 151 refunded to the Buyer. If third-party financing of a type specified herein is required by the terms of 152 this Agreement (including assumptions, contracts for deed, and lender financing) the closing shall 153 occur on the date specified or as soon thereafter as financing is completed, but no later than 154 30 days after the stated closing date (the "Time for Completion"); OR 155 DThis Agreement is contingent upon the Buyer obtaining financing for the Property on terms 156 acceptable to Buyer. Release Date: 157 158 APPRAISAL CONTINGENCY: 159 D Property must appraise for at least ($ ). If the Property does not appraise for 160 at least the specified amount, this Agreement is terminated and earnest money refunded to the 161 Buyer unless the Buyer elects to proceed with closing this Agreement without regard to appraised 162 value. Written notice of Buyer's election to proceed shall be given to Seller or Seller's 163 Broker/Salesperson within days of Buyer or Buyer's Broker/Salesperson receiving 164 notice of appraised value; OR 165 H Property must appraise for at least (S PURCHASE PRICE ). Release Date: March 31. 2010 , <^^ ©MONTANA ASSOCIATION OF REALTORS® ^^inMais Commercial Buy-Sell Agreement, June 2009 Pa=e 3 of« se^s'lnm& Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLoaix.com KLEIMER.zfx 226 166 TITLE CONTINGENCY: This offer is contingent upon Buyer's receipt and approval (to Buyer's 167 satisfaction) of the preliminary title commitment. Release Date: 10 days from 168 Buyer's or Buyer's Representative's receipt of preliminary title commitment. 169 170 INSURANCE CONTINGENCY: This Agreement is contingent upon Buyer's ability to acquire, at a rate 171 acceptable to the Buyer, hazard insurance on the property. Release Date: March 31. 2010 . 172 173 This Agreement is contingent upon 174 175 , Release Date: 176 177 This Agreement is contingent upon 178 179 Release Date: 180 181 ADDITIONAL PROVISIONS: BUYER UNDERSTANDS THAT EXECUTION OF THIS AGREEMENT IS 182 CONTINGENT ON THE PASSING OF ORDINANCE NO. 1779 183 184 185 186 187 188 189 190 191 192 193 194 CONVEYANCE: The Seller shall convey the real property by GENERAL WARRANTY 195 deed, free of all liens and encumbrances except those described in the title insurance commitment, as 196 approved by Buyer. The Seller shall further convey any and all security deposits, rental agreements, 197 property condition reports and other documentation in regard to any parts of the property occupied by 198 tenants. 199 200 WATER: All water, including surface water or ground water, any legal entitlement to water, including 201 statements of claim, certificates of water rights, permits to appropriate water, exempt existing rights, decreed 202 basins or any ditches, ditch rights, or ditch easements appurtenant to and/or used in connection with the 203 Property are included with the Property, except 204 205 Filing or transfer fee will be paid by D Seller, D Buyer, E split equally between Buyer and Seller. 206 Documents for transfer will be prepared and filed by 207 208 WATER RIGHT OWNERSHIP UPDATE DISCLOSURE: By Montana law, failure of the parties at closing 209 or transfer of real property to pay the required fee to the Montana Department of Natural Resources and 210 Conservation for updating water right ownership may result in the transferee of the property being subject 211 to a penalty. Additionally, in the case of water rights being exempted, severed, or divided, the failure of the 212 parties to comply with section 85-2-424, MCA, could result in a penalty against the transferee and rejection 213 of the deed for recording. 214 215 CLOSING AGENTS FEES: Closing agents fee will be paid by D Seller D Buyer IE Equally Shared. 216 217 TITLE INSURANCE: Seller, at Seller's expense and from a title insurance company chosen by Seller, shall 218 furnish Buyer with an ALTA Standard Coverage Owners Title Insurance Policy (as evidenced by a standard 219 form American Land Title Association title insurance commitment) in an amount equal to the purchase 220 price. Buyer may purchase additional owner's title insurance coverage in the form of "Extended Coverage" 221 or "Enhanced Coverage" for an additional cost to the buyer. It is recommended that buyer obtain details 222 from a title company. ©MONTANA ASSOCIATION OF REALTORS® Buyefs initials— Commercial Buy-Sell Agreement, June 2008 of —seller's initials— Produced with ZipForm® by zipLogix 18070 Rfteen Mile Road, Fraser. Michigan 48026 www zioLogix com KLElMER.zfe 227 223 CONDITION OF TITLE: All mortgages, judgements and liens shall be paid or satisfied by the Seller at or 224 prior to closing unless otherwise provided herein. Seller agrees that no additional encumbrances, 225 restrictions, easements or other adverse title conditions will be placed against the title to the property 226 subsequent to the effective date of the preliminary title commitment approved by the Buyer. 227 228 SPECIAL IMPROVEMENT DISTRICTS: Special Improvement Districts (including rural SIDs), including 229 those that have been noticed to Seller by City/County but not yet spread or currently assessed, if any, will 230 be: 231 H paid off by Seller at closing; 232 D assumed by Buyer at closing; OR 233 D 234 All perpetual SIDs shall be assumed by Buyer. 235 236 ASSOCIATION SPECIAL ASSESSMENTS: Any special or non-recurring assessments of any 237 non-governmental association, including those that have been approved but not yet billed or assessed, will 238 be: 239 S paid off by Seller at closing; 240 D assumed by Buyer at closing; OR 241 D 242 243 PRORATION OF TAXES AND ASSESSMENTS: Seller and Buyer agree to prorate taxes, Special 244 Improvement District assessments for the current tax year, as well as pre-paid rents, water and sewer 245 system charges, and/or common area maintenance fees, if any, as of the date of closing unless otherwise 246 agreed and: 247 248 CONDITION OF PROPERTY: Seller agrees that the Property shall be in the same condition, normal wear 249 and tear excepted, from the date of the execution of this Agreement up to the time Buyer takes possession 250 of the Property. Seller agrees to leave the Property in broom clean or better condition and allow Buyer a 251 walk-through inspection of said Property prior to closing to insure that all appurtenances and appliances 252 included in the sale remain on the Property. 253 254 NOXIOUS WEEDS DISCLOSURE: Buyer of property in the State of Montana should be aware that some 255 properties contain noxious weeds. The laws of the State of Montana require owners of property within this 256 state to control, and to the extent possible, eradicate noxious weeds. For information concerning noxious 257 weeds and your obligations as an owner of property, contract either your local County extension agent or 258 Weed Control Board. 259 260 MEGAN'S LAW DISCLOSURE: Pursuant to the provisions of Title 46, Chapter 23, Part 5 of the Montana 261 Code Annotated, certain individuals are required to register their address with the local law enforcement 262 agencies as part of Montana's Sexual and Violent Offender Registration Act. In some communities, law 263 enforcement offices will make the information concerning registered offenders available to the public. If you 264 desire further information please contact the local County Sheriffs office, the Montana Department of 265 Justice, in Helena, Montana, and the probation officers assigned to the area. 266 267 RADON DISCLOSURE STATEMENT: The following disclosure is given pursuant to the Montana Radon 268 Control Act, Montana Code Annotated Section 75-3-606. RADON GAS: RADON IS A NATURALLY 269 OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN 270 SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT 271 OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL GUIDELINES HAVE BEEN FOUND IN 272 BUILDINGS IN MONTANA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING 273 MAY BE OBTAINED FROM YOUR COUNTY OR STATE PUBLIC HEALTH UNIT. If the Property has been 274 tested for radon, the Seller will provide a copy of the test results concurrent with an executed copy of this 275 Agreement. If the Property has received radon mitigation treatment, the Seller will provide the evidence of 276 the mitigation treatment concurrent with an executed copy of this Agreement. ©MONTANA ASSOCIATION OF REALTORS® Page 5 of 8 / Buyer's initials Commercial Buy-Sell Agreement, June 2009 se^s initials Produced with ZIpForm® by zipLogix 18070 Rfteen Mile Road, Fraser, Michigan 48026 www.ziDLoaix.com KLEIMER.zfx 228 277 BUYER'S REMEDIES: 278 (A) If the Seller fails to accept the offer contained in this Agreement within the time period provided in 279 the BUYER'S COMMITMENT section, all earnest monies shall be returned to the Buyer. (B) If the 280 Seller accepts the offer contained in this Agreement, but refuses or neglects to consummate the 281 transaction within the time period provided in this Agreement, the Buyer may: 282 (1) Demand immediate repayment of all monies that Buyer has paid as earnest money, and upon the 283 return of such money, the rights and duties of Buyer and Seller under this Agreement shall be 284 terminated; OR 285 (2) Demand that Seller specifically perform Seller's obligation under this Agreement; OR 286 (3) Demand monetary damages from Seller for Seller's failure to perform the terms of this Agreement. 287288 SELLER'S REMEDIES: If the Seller accepts the offer contained in this Agreement and Buyer refuses or 289 neglects to consummate the transaction within the time period provided in this Agreement, the Seller may: 290 (1) Dec'aire tne earnest money paid by Buyer be forfeited; OR 291 (2) Demand that Buyer specifically perform Buyer's duties and obligations under this Agreement; OR 292 (3) Demand that Buyer pay monetary damages for Buyer's failure to perform the terms of this 293 Agreement. 294 295 BUYER'S/SELLER'S CERTIFICATION: By entering into this Agreement, each person or persons 296 executing this Agreement as Buyer or Seller represents that he/she is eighteen (18) years of age or older, 297 of sound mind, and legally competent to own or transfer real property in the State of Montana; and, if acting 298 on behalf of a corporation, partnership, or other non-human entity, that he/she is duly authorized to enter 299 into this Agreement on behalf of such entity. 300 301 FOREIGN PERSON OR ENTITY: Section 1445 of the Internal Revenue Code provides that a Buyer of a 302 U.S. real property interest may be required to withhold tax if the Seller is a foreign person. Sellers 303 acknowledge and agree that unless the purchase price of the Property does not exceed $300,000 and 304 Buyer is purchasing the Property for use by Buyer as a personal residence, Sellers shall deliver to Buyer a 305 certificate of non-foreign status and any other certificate, affidavit, or statement as may be necessary to 306 meet the requirements of Section 1445 of the Internal Revenue Code, in a form reasonably acceptable to 307 Buyer and/or Buyer's attorney. In the event Sellers do not deliver said documents to Buyer at or before 308 closing, Sellers acknowledge and agree that Buyer or the closing agent may withhold ten percent (10%) of 309 the Purchase Price and submit this amount to the Internal Revenue Service, pursuant to Section 1445 of 310 the Internal Revenue Code. 311 312 CONSENT TO DISCLOSE INFORMATION: Buyer and Seller hereby consent to the procurement and 313 disclosure by Buyer, Seller, and Salespersons and their attorneys, representatives, and other parties 314 having interests essential to this Agreement, of any and all information reasonably necessary to 315 consummate the transaction described in this Agreement, specifically including access to escrows for 316 review of contracts, deeds, trust indentures, or similar documents concerning this property or underlying 317 obligations pertaining thereto. 318 319 RISK OF LOSS: All loss or damage to any of the above-described real property or personal property to any 320 cause is assumed by Seller through the time of closing unless otherwise specified. 321 322 TIME IS OF THE ESSENCE: Time is of the essence as to the terms and provisions of this agreement. 323 324 BINDING EFFECT AND NON-ASSIGNABILITY: The Agreement is binding upon the heirs, successors and 325 assigns of each of the parties hereto; however, unless otherwise provided for in this agreement, Buyer's 326 interest is not assignable without the Seller's express written consent. 327 328 ATTORNEY FEES: In any action brought by the Buyer or the Seller to enforce any of the terms of this 329 Agreement, the prevailing party in such action shall be entitled to such reasonable attorney fees as the 330 court or arbitrator shall determine just. 331 332 COMMISSION: The Seller's and/or Buyer's commitment to pay a commission in connection with this 333 transaction is an integral pail uf lliis Ayi ettiiieiil. ©MONTANA ASSOCIATION OF REALTORS® Page 6 of 8 I Commercial Buy-Sell Agreement, June 2009 SeiiS^TrKS Produced with ZipForm© by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLooix.com KLEIMER.zfx 229 334 FACSIMILE: The parties agree that a facsimile copy of this Agreement which contains the parties' 335 signatures may be used as the original. 336 337 COUNTERPARTS: A copy of this document may be executed by each individual/entity separately, and 338 when each has executed a copy thereof, such copies, taken together, shall be deemed to be a full complete 339 contract between the parties. 340 342 ENTIRE AGREEMENT: This Agreement, together with any attached exhibits and any addenda or 343 amendments signed by the parties, shall constitute the entire agreement between Seller and Buyer, and 344 supersedes any other written or oral agreements between Seller and Buyer. This Agreement can be 345 modified only in writing, signed by the Seller and Buyer. 346 347 EARNEST MONEY DISPUTES: Buyer and Seller agree that, in the event of any controversy regarding the 348 earnest money and things of value held by the Broker, closing agent, or any person or entity holding such 349 money or property, unless mutual written instructions are received by the holder of the earnest money and 350 things of value, Broker or closing agent shall not be required to take any action, but may await any 351 proceedings, or, at Broker's or closing agent's option and sole discretion, may interplead all parties and 352 deposit any monies or things of value in a court of competent jurisdiction and may utilize as much of the 353 earnest money deposit as may be necessary to advance the cost and fees required for filing such action. 354 355 ADDENDA AND/OR DISCLOSURES ATTACHED: (check all that apply): 356 D Sale of Buyer's Property D 1031 Tax Deferred Exchange 357 O Addendum for Additional Provisions D Back-up Offer 358 n Water Rights Acknowledgement D Mold Disclosure (for all inhabitable real property) 359 D _ 360 D _ 361 D _ 362 363 RELATIONSHIP CONFIRMATION: The parties to this agreement confirm that the real estate licensees 364 identified hereafter have been involved in this transaction in the capacities indicated below and the parties 365 have previously received the required statutory disclosures setting forth the licensees duties and the limits 366 of their obligations to each party: 367 368 RYAN SPRINGER _ of GRUBS & ELLIS _ 369 (name of licensee) (name of Brokerage company) 370 is acting as 3 Seller's Broker/Salesperson; D Dual Broker/Salesperson D Statutory Broker. 371 372 TOM STARNER _ of GENE COOK REAL ESTATE _ 373 (name of licensee) (name of Brokerage company) 374 is acting as E Buyer's Broker/Salesperson; D Dual Broker/Salesperson; D Statutory Broker; 375 D Seller's Broker/Salesperson (includes Seller's Sub-Broker or Salesperson). 376 377 BUYER'S ACKNOWLEDGMENT: Buyer acknowledges that he/she has examined the real and personal 378 property, that Buyer enters into this Agreement in full reliance upon his/her independent investigation and 379 judgement, that prior verbal representations by the Seller or Seller's agent or representatives do not modify 380 or affect this Agreement, and that by signing this Agreement Buyer acknowledges having read and 381 understood this entire Agreement. 382 383 BUYER'S COMMITMENT: I/We agree to purchase the above-described Property on the terms and 384 conditions set forth in the above offer and grant to said Salesperson until (date) March 3. 2010 385 at 5:00 Dam SI pm (Mountain Time) to secure Seller's written acceptance, whether or not that 386 deadline falls on a Saturday, Sunday or holiday. Buyer may withdraw this offer at any time prior to Buyer 387 being notified of Seller's written acceptance. If Seller has not accepted by the time specified, this offer is 388 automatically withdrawn. 389 390 The parties hereto, all agree that the transaction contemplated by this document may be conducted by 391 filfirtrnnin mf»ans in accordance with the Montana Uniform Electronic Transaction Act. ©MONTANA ASSOCIATION OF REALTORS®j P3Q0 7 OT 0 _ / _Buyer's initials Commercial Buy-Sell Agreement, June 2009 — Seitert initials — Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zioLooix.eom KLEIMER.zfx 230 392 393 394 395 396 397 398 399 400 401 402 403 404 405 406 407 408 409 410 411 412 413 414 415 416 417 418 419 420 421 422 423 424 425 426 427 428 429 430 I/WE HEREBY ACKNOWLEDGE receipt of a copy of this Agreement bearing my/our signature(s). Buyer's Address: City BOZEMRN State MT , Zip Code 59715 Phone Number Buyer's Name Printed:ssc FAMILY LIMITED PARTNERSHIP, Dated this January 14. 2010 1:00 D am E pm (Mountain Time). (Buyer's Signature) (Buyer's Signatj OFFER PRESENTATION: This offer was presented to the Seller(s) o Date: | /(e^/?j$lh Time [i'-^s" D am (Signature^6f pefson presenting the offer) SELLER'S COMMITMENT: I/We agree to sell and convey to Buyer the above-described Property on the terms and conditions herein above stated. I/We acknowledge a receipt of a copy of this Agreement bearing my/our signature(s) and that of the Buyer(s) named above. Seller's Address: State City. , Zip Code.Phone Number Seller's Name Printed:. Dated this ,at.. D am D pm (Mountain Time). (Seller's Signature) ACTION TAKEN, IF OTHER THAN ACCEPTANCE: (Seller's Signature) Rejected by Seller Seller's Initials Date . D Modified per Attached Counter Seller's Initials Date NOTE: Unless otherwise expressly stated the term "Days" means calendar days and not business days. Business days are defined as all days as except Sundays and holidays. Any performance which is required to be completed on a Saturday, Sunday or a holiday can be performed on the next business day. ©MONTANA ASSOCIATION OF REALTORS® Commercial Buy-Sell Agreement, June 2009 Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road. Fraser. Michigan 48026 www.apLooix.com Page a of S KLEIMER.zfx 231 232 233 234 235 ROUSE ADDITION TO BOZEMAN BlockF Lot LOTS 10-14 Township0799 Section07 Quarter Section1 Geocode06079907109010000 TaxcodeRGH33774 Zoning B-3 Legal 1ROUSES 1ST LOTS 10-19 BLOCK F Legal 2CITY HALL Legal 3 Owner CITY OF BOZEMAN Mailing AddressPO BOX 1230 CityBOZEMAN StateMT Zip59771 Physical Address411 E MAIN ST 236 237 Sale of former City Hall Timeline•June 11, 2007:architectural contract for conversion of the former Library into a new City Hall was approved. The renovation project was to be partially funded by the sale of the former City Hall property.•January 7, 2008: Keith O’Reilly, MAI, appraised the value of the former Bozeman City Hall to be $1,650,000.•July 14, 2008: the City Commission found is not necessary for the conduct of City business and directed the City Manager to pursue a negotiated sale of the property.•August 25, 2008: the deadline for receiving bids on the former City Hall property was reached; no bids were received. The deadline was extended indefinitely; no bids were received.•January 20, 2009: a one-year listing contract was signed with Grubb & Ellis. The contract expires on midnight on January 20, 2010.•February 19, 2009: Keith O’Reilly, MAI, appraised the value of the former City Hall to be between $900,000.00 and $1,200,000.00.238 Sale of former City Hall Timeline•January 15, 2010: the City Manager, through the City’s listing agent Grubb & Ellis, received an offer to purchase the former City Hall property for $810,000 cash.•January 19, 2010: The Commission will consider provisionally adopting Ordinance 1779 authorizing the City Manager to Sign Purchase and Sale Agreement with GSC Family Limited Partnership for the former Bozeman City Hall located at 411 East Main Street and direct staff to return to the Commission on February 1, 2010 for final adoption.•February 1, 2010: The Commission may consider finally adopting Ordinance 1779 authorizing the City Manager to Sign Purchase and Sale Agreement with GSC Family Limited Partnership for the former City Hall property await 30-day effective date.•March 3, 2010: IFOrdinance No. 1779 is provisionally and finally adopted the City Manager will execute the buy-sell agreement with GSC Family Limited Partnership for the former Bozeman City Hall.239 Sale of former City Hall Fiscal EffectsFISCAL EFFECTS:Proceeds of the sale, $810,000, shall be deposited in the City Hallconstruction fund. Upon sale, the City will also incur expenses for the realtor salescommission and closing costs. We estimate having a negative balance of $2,860.75 in thefund after these expenses. The Construction Fund would then be closed out, with anyremainder deposited to the General Fund.•City Hall Remodel - Construction Fund•FY10 Beginning Balance$ (1,636,968.59)•Plus: FY10 Budgeted General Fund Transfer for Decline in Property Value $ 900,000.00 •Plus: Proceeds of Sale$ 810,000.00•Less: Final Architectural Work, LEED $ (24,792.16)•Less: Sales Commission $ (48,600.00)•Less: Closing Costs (title insurance, recording, escrow fees), estimated $ (2,500.00)•Estimated Ending Balance, after Sale$ (2,860.75) 240