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HomeMy WebLinkAbout19- Estoppel Certificate - The Etha Hotel, LLC - License Agreement for the Use of City Property A.wr.1.V4LJ.x AV. Security Title Connpaxy modnft�n Recording Only PO. Box 6550 STD# G 019 • Bozeman, MT 59771.-6550 ESTOPPEL CERTIFICATE AND CONSENT TO COLLATERAL ASSIGNMENT OF PARKING LICENSE AND ASSUMPTION AGREEMENT PARKING Lots 14 and 15 and the West 26.75 feet off of Lot 16, all in Block"A" PRENIISES: of Tracy's First Addition to the City of Bozeman, Bozeman,Montana PARKING LICENSE: License Agreement for the Use of City Property by Etha Hotel, LLC, dated September 11, 2015, by the Bozeman Parking Commission and The Etha Hotel, LLC and recorded as Document No. 2524966 in the records of Gallatin County, Montana, as amended by Amendment 1 dated October 11, 2016 recorded as Document No. 2560562 in the records of Gallatin County, Montana, and as further amended by Amendment 2 dated April 30, 2018 recorded as Document No. 2613100 in the records of Gallatin County,Montana. PROPERTY: 24 West Mendenhall Street,Bozeman, Montana PARKING Bozeman Parking Commission COMMISSION: BORROWER: The Etha Hotel, LLC LENDER: CIP 2018 Equity REIT LLC, together with its successors and assigns as holder(s) of the Loan DATE: March M, 2019 The Lender is providing a construction mortgage loan (the"Loan") to Borrower. Pursuant to a certain Collateral Assignment and Security Agreement in Respect of Contracts, Licenses and Permits and such other assignment instruments as may be executed from time to time between Borrower and Lender ("Collateral Documents"), Borrower has agreed, among other things, to assign to Lender, as collateral security for the Loan and related obligations, all of its right, title and interest in,to and under the Parking License. Pursuant to Section 15 of the Parking License,the Parking Commission's consent is required in order for Borrower to collaterally assign its rights under the Parking License. This Estoppel Certificate and Consent to Collateral Assignment of Parking License and Assumption Agreement(this "Agreement") is entered into by the Parking Commission as a courtesy for the benefit of Borrower with the understanding that Lender will loan certain monies to Borrower for Borrower to complete construction of the Etha Hotel (the "Hotel"). The Lender represents it will engage in its own due diligence regarding the conditions of the Parking Premises,the Hotel, and the current state of Borrower's compliance with the Parking License. 2641590 Page: 1 of 32 04/05/2019 10:31:07 AM Fee: $234.00 Eric Semerad - Gallatin County, MT MISC Error!Unknown document property name. 1 IIIIIII111111III111111III IIIIIII IIIIII IIII IT 11111IIIII IIIII IIIIIII111IIIII IIIII III1.1111 2641590 Page 2 of 32 04/05/201 9 1 0:31:07 AM , NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration,the receipt and adequacy of which are hereby acknowledged,the Parking Commission and the Lender hereby agree as follows: 1. Attached hereto as Exhibit "A" is a true, correct, and complete copy of the Parking License. Except as attached hereto,the Parking License has not been assigned,modified, supplemented, or amended in any way. The Parking License constitutes the entire agreement with respect to the Parking Premises between the Parking Commission and Borrower. 2. The Parking License is valid and is in full force and effect, and, to the best of the Parking Commission's knowledge,Borrower is not in default thereunder. 3. Notwithstanding anything to the contrary contained in the Parking License, the Parking Commission hereby consents to Borrower's collateral assignment to the Lender of its right, title and 'interest in and to the Parking License and agrees that, upon receipt of notice from Lender that an event of default has occurred with respect to Borrower's obligations in connection with the Loan, if so requested in such notice, Lender shall be entitled to exercise all of Borrower's rights under the Parking License and all other rights otherwise afforded to a secured party. 4. The Parking Commission agrees that if Lender notifies the Parking Commission in writing that Lender has foreclosed upon the Property or otherwise acquired title in connection with the exercise of remedies under the loan documents or a deed-in-lieu of foreclosure (each, a"Lender Title Transfer Action"), then (a)Lender shall be substituted for Borrower under the Parking License, (b)the Parking Commission shall (1)recognize Lender as its eounterparty under the Parking License and (2) subject to the provisions of the Parking License and this Agreement, perform its obligations under the Parking License in favor of Lender. If Lender notifies the Parking Commission it has effected a Lender Title Transfer Action, Lender must, in the same written notice, (i) indicate whether it intends to honor the Borrower's duties and obligation under the Parking License from and after the date of such Lender Title Transfer Action; or(ii)terminate the Parking License. If the Lender delivers a notice pursuant to clause (i), Lender agrees to accept all the duties and obligations of Borrower included in the Parking License including all required indemnity obligations as if they were Lender's own, in each case first accruing after such Lender Title Transfer Action. Nothing herein releases the Borrower from such duties and obligations accruing prior to such action by Lender. S. The Parking Commission agrees that in the event of a default or breach by Borrower of any of the terms, conditions or provisions of the Parking License, the Parking Commission will give Lender written notice of such default. In all cases of default by Borrower of any of the terms, conditions or provisions of the Parking License, the Parking Commission agrees to give Lender the opportunity to remedy or cure such default within the time periods.provided for in the Parking License or thirty (30) days after receipt of the notice of default by Lender, whichever is later. The Parking Commission agrees to accept such cure or performance by Lender on Borrower's behalf as if Lender were the"Hotel"under the Parking License. 2 Error;Unknown document property name. 2641590 Page 3 of 32 04/05/201 9 1 0:31:07 AM 6. Upon the full discharge and satisfaction of Borrower's obligations under the Loan and the release of the Deed of Trust by Lender(except in connection with a Lender Title Transfer Action pursuant to Section 4 of this Agreement), this Agreement and all rights herein assigned to Lender and the duties and obligations assumed by Lender shall terminate automatically without further notice. 7. Nothing herein shall affect the Parking Commission's right to amend and/or terminate the Parking License for any reason provided in the Parking License; provided that any amendment entered into by Borrower shall not be binding on Lender without Lender's written consent to such amendment. The Parking Commission agrees to provide written notice of any such amendment or termination to Lender. 8. Notwithstanding anything to the contrary herein, in the event Lender succeeds to Borrower's right and interest in and to the Parking License pursuant to Section 4 of this Agreement, Lender's interest in the Parking License may be assigned by Lender only with the prior written approval of the Parking Commission, which approval shall not be unreasonably withheld, conditioned or delayed. A requirement that the assignee must use the Property as a hotel shall not be regarded as an unreasonable condition. 9. All notices to be given to Lender shall be addressed as follows: CIP 2018 Equity REIT LLC One Boston Place Boston, MA 02108 Attention: Patrick O'Sullivan Telephone: (617) 624-8323 Email: posullivan a�crossharboreapital.com All notices to be given to the Parking Commission shall be addressed as follows: Bozeman Parking Commission Attn: Parking Manager PO Box 1230 Bozeman, MT 59771-1230 10. The persons signing this Agreement are duly authorized representatives of the Parking Commission and the Lender, as applicable. 11. This Agreement shall be binding upon the undersigned and its successors and assigns. 12. This Agreement shall be governed by and construed in accordance with the laws of the State of Montana, without regard to conflict of laws principles. Venue for any legal actions pertaining to this Agreement shall be Gallatin County,Montana. 13. This Agreement shall be recorded in the records of the Gallatin County Clerk and Recorder. All costs of recording shall be borne by the Lender. A copy of this recorded agreement shall be provided to the Parking Commission at the address noted herein. 3 Error:Unknown document property name. 2641590 Page 4 of 32 04/05/201 9 1 0:31:07 AM [Signatures begin on the following page] 4 Error!Unknown document property name, 2641590 Page 5 of 32 04/05/201 9 1 0:31:07 AM BOZEMAN PARKING COMMISSION By: eV44'/O Name: Title: Parking Manager STATE OF MONTANA } } COUNTY OF ,I 0,\t&(-\ } This instrument was acknowledged before the on this day o1744b y 2019, by Mt fC t , known to me to be the Parking Manager of the City of Bozeman on behalf of the Bozeman Parking Commission,an entity of the City of Bozeman. S Mr I _S '�Ty�p�, Stamp or Print Name] Public, Notar Pub)1ic the State of Montana 'xY'�pTAflfgiP=fC" n St`i:. vf MantanS y _ ; at; Residing at ;'h/I ana * �� *- geigrado, tvtontana My commission expires 0 .. P,. My Commisulon ExpirQ : OF tAo July 22,2020 a' [Signatures continue on the following page] Errorl Unknown document property name. 2641590 Page 6 of 32 04/05/2019 10:31:07 AM CIP 2018 EQUITY REIT LLC, a Delaware limited liability company By: CrossHarbor Institutional Partners 2018 GP, L.P., a Delaware limited partnership, its Manager By: CrossHarbor Capital Partners LLC, a Delaware limited liability company, its General Partner By: Name: Title: STATE OF ) COUNTY OF ) This instrument was acknowledged before me on this day of February 2019, by , known to me to be the of CrossHarbor Capital Partners LLC, which is the general partner of CrossHarbor Institutional Partners 2018 GP,LP., which is the Manager of CIP 2018 Equity REIT LLC. [Type, Stamp or Print Name] Notary Public for the State of Montana Residing at , Montana My commission expires , 20_ 6 Error?Unknown document property name. 2641590 Page 7 of 32 04/05/2019 10:31:07 AM CIP 2018 EQUITY REIT LLC, a Delaware limited liability company By: CrossHarbor Institutional Partners 2018 GP,L.P., a Delaware limited partnership, its Manager By: CrossHarbor Capital Partners LLC, a Delaware limited liability company, its General Partner By: Name: J y . Hart Title: MARaog Partner COMMONWEALTH OF MASSACHUSETTS ) COUNTY OF SUFFOLK ) On thisZE day of March, 2019, before me, the undersigned notary public, personally appeared Jay C. Hart proved to me though satisfactory identification, which was based on the undersigned's personal knowledge of the identity of the principal, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose as Managing Partner of CrossHarbor Capital Partners LLC, which is the General Partner of CrossHarbor Institutional Partners 2018 GP, L.P., which is the Manager of CIP 2018 Equity REIT LLC,a Delaware limited liability company. , -r Notary Public My Commission Exp :. � aa11u� g Ar � �� E M ��` � •itMissipN• �1" 5 Error?Unknown document property name. 2641590 Page 8 of 32 04/05/201 9 1 0:31:07 AM Exhibit A Parking License See attached. 7 Error!Unknown document property name. 2641590 Page 9 of 32 04/05/201 9 1 0:31:07 AM PLATT�.�•-, AFTER RECORDING PLEASE RETURN TO. � � Chuck Winn Page: 1 or 17 09121/20* 83:12:28 PM Fee: Vi9.00 Assistant City Manager,city of Bozeman 11111111111111111111111111111111111111111111(II111111�1111�1111111N1111111111111111111 MISC PO Box 1230 Bozeman,MT 59771-1230 2524966 GherloiteiMllls -0 9 a1 la2 in5County. MTPM Fee: $Misc00 111111111flN111111111 INI 1111111 IIN11 IN 11111111111111111111111111111111111111111 IIII BOA BozRM= PMMXNG COMMISSION 0 0 ?yA,QO�O LICENSE AGREEMENT FOR THE USE OF CITY PROPERTY BY ETHA HOTEL,LLC THIS LICENSE AGREEMENT (the "Agreement") is an agreement between the BOZEMAN PARKING COMMISSION,an entity of the City of Bozeman,Montana,created pursuant to City of Bozeman Resolutions 1676, 1839,and 3803 and formed under the laws of the State of Montana, with a mailing address of P.O. Box 1230, Bozeman, MT 59771 (the "Commission"), The Etha Hotel, LLC (hereinafter"Etha")with a mailing address of P.O. Box 1795,Bozeman,MT 59771, and the Commission and Etha referred to collectively as the"Parties." Whereas,the City of Bozeman(the"City")is the owner of certain real property located in the City of Bozeman, Montana,which property described with more particularity below contains surface parking spaces open to the public("Parking-Lot"); and Whereas,the Commission is authorized by the City to operate and maintain the Parking Lot; and Whereas,Etha is constructing a hotel at 24 West Mendenhall (the "Project") and desires to utilize the Parking Lot for construction staging purposes; and Whereas,Etha has contracted with one general contractor and may contract with others to provide construction and related services for the Project and the Commission understands Page I of 16 2641590 Page 10 of 32 04/05/2019 10:31:07 AM contractors, their subcontractors and other entities contracted with or hired by Etha may use the Parking Lot as a construction staging area during the terms of the Project;and Whereas,the Etha acknowledges the Commission's use of its Parking Lot as a facility for public safety and convenience purposes and respects the Commission's use of its facilities as paramount to that of the Etha and its contractors at all times. Now therefore, in consideration of Etha's promises herein, and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the Commission hereby grants permission,revocable and terminable as hereinafter provided,to the Etha for its use of the parking lot property described below (the"Parking Lot") for the Project,during the period commencing on the date on which the Parking Lot is closed in by fencing installed by Etha or its contractors and no longer available for public use and in all events no later than November 1,2015 ("Effective Date") until 20 months following the Effective Date on the terms and conditions set forth below,which Licensees promise to comply with and abide by. The Parking Manager must authorize closure and do so upon Etha providing written notice to the Parking Manager of no less than 48 hours. 1. Description of Parking Lot.The Parking Lot is located on the following real property: Lots 14 and l5 and the West 26.75 feet off of Lot 16, all in Block "A" of Tracy's First Addition to the City of Bozeman, County of Gallatin, State of Montana, according to the official plat thereof on file and of record in the office of the County Clerk and Recorder, Gallatin County, Montana (Deed Reference: Book 79,Page 134). 2. Rent/License payment. This Agreement and permission is given to Etha for a monthly fee license payment("Rent")of two thousand five hundred 00/100 dollars($2,500.00), payable in advance on or before the 1" of each month during the term of this Agreement. The first payment must be made prior to Etha's occupation of the site. Any partial month of occupancy of the Parking Lot shall be prorated by multiplying the Rent by the result ofthe number of days included in the Term for said month divided by the total number of days in the same month, 3. Title. Etha hereby acknowledge this Agreement grants a privilege and not an interest in real property or the title of the City to the Parking Lot and Etha agrees never to deny such title or claim, at any time, or claim any interest or estate of any kind or extent whatsoever in the Parking Lot by virtue of this Agreement or Etha's occupancy or use hereunder. The City and Commission may enter the Parking Lot at any time to assert Page 2 of 16 2641590 Page 11 of 32 04/05/2019 10:31:07 AM its real property interests or for other purposes which do not unreasonably interfere with the activities of Etha. Upon termination of this Agreement, title to all permanent improvements on the Parking Lot and improvements on public rights-of-way adjacent to the Parking Lot made by Etha or any of its contractors shall vest in City, free and clear of all debts, liens and encumbrances. All other improvements of a nonpermanent nature and all trade fixtures, machinery and furnishings made or installed by Etha may be removed from the Parking Lot at any time unless such removal will damage the realty and/or permanent improvements of the Parking Lot. 4. License. The Commission hereby grants exclusive permission, revocable and terminable as provided herein, to Etha for Etha's use of the Parking Lot for the Project,during the term listed above and only on the terms and conditions set forth herein or reasonable orders of the Commission or its authorized representatives made from time to time,which Etha promises to comply with and abide by. Such right shall include the right to use the Parking Lot for purposes of providing Etha a staging area for storage of construction materials and construction equipment and for a construction headquarters for construction of the Project. Etha agrees to comply with all City ordinances and other rules and regulations regarding permits and approvals related to operations on the Parking Lot as well as those of any other governmental entity having jurisdiction. 5. Indemnification/Insurance. a. To the fullest extent permitted by law, Etha recognizing it exercises its privileges under this Agreement at its own risk,shall release,and shall protect, defend,indemnify, and hold harmless the City and the Commission, and their agents, representatives, employees, and officers from and against any and all claims, demands, actions, fees and costs (including attorney's fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith, regardless of the cause or causes thereof or the negligence of any party or parties that the above may be asserted against,recovered from or that may be suffered by the City or Commission and their agents,representatives,employees,and officers,subject to the exception stated herein, occasioned by, growing or arising out of or resulting from or in any way related to:(i)the occupation or use of the Parking Lot by Etha;(ii)the negligent,reckless,or intentional misconduct of Etha,their officers, employees, or agents on or related to the Parking Lot; (iii) any Page 3 of 16 2641590 Page 12 of 32 04/05/201 9 1 0:31:07 AM negligent,reckless,or intentional misconduct of any of Etha's guests,invitees, contractors, or subcontractors on or related to the Parking Lot; and (iv) the negligent, reckless, or intentional misconduct of any other third party with respect to use of the Parking Lot. The Etha's obligations above shall not apply to claims made against the Commission and/or the City which are solely the result of the intentional or negligent acts of the Commission and/or the City or any of the Commission's or City's representatives, employees, agents, or officials while such Commission or City agents,representatives,employees or officials are present on the Parking Lot and are acting within the scope of their employment or official duties. Etha's obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to an indemnitee described in this Section. The indemnification obligations of this Section must not be construed to negate, abridge,or reduce any common-law or statutory rights of the indemnitee(s)which would otherwise exist as to such indemnitee(s). Subject to the exception stated above, Etha's indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City or Commission. Should the City and the Commission, and their agents, representatives, employees,and officers described herein be required to bring an action against Etha to assert its right to defense or indemnification under this Agreement,the City and the Commission, and their agents, representatives, employees, and officers shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines Etha was obligated to defend .the claim(s) or was obligated to indemnify the City and the Commission,and their agents, representatives, employees, and officers for a claim, demand, action, etc. or any portion(s)thereof. In the event of an action filed against the Commission and/or the City resulting from the Commission's performance under this Agreement, the Commission and/or the City may elect to represent itself and incur all costs and expenses of suit. Page 4 of 16 2641590 Page 13 of 32 04/05/2019 10:31:07 AM These obligations shall survive termination of this Agreement for the statute of limitations period of any such claims,demands, actions,etc. Etha shall include in all its contracts, agreements,work order, services orders or any other written or oral request for work on the Project wherein such work or actions occurs in any part on the Parking Lot that any such contractor, person or entity performing any such work on the Parking Lot fully release the City and the Commission, and their agents, representatives, employees, and officers in writing to the same extent and under the same terms and conditions as Etha is required pursuant to this subsection of this Agreement and waive all claims of any kind or nature against the City and the Commission and their agents,representatives, employees, and officers to the same extent as Etha is required pursuant to Section 16 of this Agreement. The City and the Commission, and their agents, representatives, employees, and officers may require Etha to provide evidence that any of Etha's contractors or persons or entities conducting work on the Parking Lot have provided such written release and waiver. b. In addition to and independent from subsection (a), above, during the term of this Agreement Etha shall,at Etha's expense,maintain those insurances as may be required by Commission as set forth below through an insurance company or companies duly licensed and authorized to conduct business in Montana with a Best's rating of no less than A- which insures the liabilities and obligations specifically assumed by Etha in subsection(a)of this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Etha in subsection (a) of this Section nor for any of Etha's activities on the Site. Etha shall notify the Commission thirty(30)days prior to the expiration of any such required insurance coverage and shall ensure such required insurance coverage is timely renewed so that there is no lapse in coverage during the time such insurance must remain in place. Etha shall notify the Commission within two (2) business days of Etha's receipt of notice that any required insurance coverage will be terminated or Etha's decision to terminate any required insurance coverage for any reason. The insurance and required endorsements must be in a form suitable to the Commission.The Etha agrees it may not occupy the Site until such insurances are approved by the Bozeman City Attorney. Page 5 of 16 2641590 Page 14 of 32 04/05/2019 10:31:07 AM Etha shall obtain the following type of insurance in the amount indicated: • Workers' Compensation—not less than statutory limits; • Employers' Liability - $1,000,000 each accident/$1,000,000 disease policy limit/$1,000,000 disease--each employee • Commercial General Liability - $3,000,000 per occurrence; $5,000,000 annual aggregate for bodily injury and property damage; • Contractual Liability Insurance - $3,0.00,000 per occurrence $5,000,000 aggregate;and • Additional coverage as may be required by the Commission. The parties recognize that as of the date of this Agreement Etha does not have any employees and therefore does not have and cannot obtain Workers' Compensation and Employers' Liability. At any point during the term of this Agreement, should Etha employ employees, it shall notify the City prior to such employment and obtain Workers' Compensation and Employer's Liability coverage prior to such employment pursuant to this Agreement. The Commission and City, their officers, agents, and employees, shall be endorsed as an additional or named insured on a primary non-contributory basis on the Commercial General Liability and Contractual Liability policies. c. In addition to and independent from subsections(a)and(b),above,Etha agrees that it will require through a written agreement with its contractors that such contractors shall name the City and the Commission as an additional insureds as required below related to the use of the Parking Lot for construction of the Project. Etha agrees during the term of this Agreement that it shall require its contractors and hires to maintain those insurances as may be required by Commission as set forth below through an insurance company or companies duly licensed and authorized to conduct business in Montana with a Best's rating of no less than A-. In all events this requirements shall not be at the expense of the City. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by Etha's or for its contractors' activities on the Site. Within ten (10) days following execution of this Agreement, and prior to any occupation of the Parking Lot, Etha shall provide the Commission with proof Page 6 of 16 2641590 Page 15 of 32 04/05/2019 10:31:07 AM of such insurance in the form of a certificate of insurance, the insuring agreement(s), and all applicable endorsements, as may be required by the Bozeman City Attorney,demonstrating that such insurance is in full force and effect and shall provide such proof when requested by Commission thereafter during the term of this Agreement. Etha agrees to require its contractors and hires to notify the Commission thirty (30) days prior to the expiration of any such required insurance coverage and shall ensure such required insurance coverage is timely renewed so that there is no lapse in coverage during the time such insurance must remain in place. Etha shall notify the Commission's representative within two(2)business days of the receipt of notice that any required insurance coverage will be terminated or any decision to terminate any required insurance coverage for any reason. The insurance and required endorsements must be in a form suitable to Commission. Etha agrees it may not occupy the Parking Lot until such insurances are approved by the Bozeman City Attorney. Etha agrees to require its contractors and hires to obtain the following type of insurance in the amount indicated: • Workers' Compensation—not less than statutory limits; • Employers' Liability - $1,000,000 each accident/$1,000,000 disease policy limit/$1,000,000 disease--each employee • Commercial General Liability - $3,000,000 per occurrence; $5,000,000 annual aggregate for bodily injury and property damage; • Contractual Liability Insurance (covering the Licensee's indemnity obligations described in this Agreement) - $3,000,000 per occurrence $5,000,000 aggregate;and • Additional coverage as may be required by the Commission. The Commission and City, their officers, agents, and employees, shall be endorsed as an additional or named insured on a primary non-contributory basis on the Commercial General Liability and Contractual Liability policies. 6. Construction/Restrictions/Repair and Maintenance. a. Etha may, at its sole expense and subject to approval from the City's Representative, modify, supplement, replace, and upgrade the Parking Lot at reasonable times during the term of this Agreement, so long as such activity is Page 7 of 16 2641590 Page 16 of 32 04/05/2019 10:31:07 AM consistent with the permitted uses and in no way interferes with the use of the Parking Lot as a parking facility upon expiration or termination of this Agreement. Any improvements or modifications required for installation or operation of equipment,as well as utility provisions and service,must conform to applicable regulations, specifications, codes and all standard engineering requirements,in addition to all terms of this Agreement. b. Etha must,at its sole cost and expense,maintain the Parking Lot in a presentable condition consistent with good business practice and in a safe,neat,sightly,and good physical condition and free of garbage and graffiti. c. Etha must,at its sole cost and expense,install and maintain in good condition a barrier fence around the perimeter of the Parking Lot.The fence shall be located up to but not on the sidewalk on both Willson Ave. and Mendenhall St. except as allowed pursuant to the encroachment permit granted by the Public Works Department of the City of Bozeman.The fence shall be installed pursuant to a plan, approved in advance by the Parking Manager. Said fence shall contain a shield or barrier that will protect the area outside the Site from debris and hazards. The fence shall be secured with Knox padlocks to ensure emergency responders' access. d. Any additions or changes to the existing ingress or egress on the Parking Lot must be approved in advance by the City's Director of Public Works. e. For the use of any public rights-of-way or any real property of the City other than the Parking Lot, Etha shall obtain an encroachment permit from the Director of Public Works. f. Etha must keep these adjacent private and public properties including streets, alleys, and sidewalks free from construction debris, snow, ice, and other materials stored or located on the Parking Lot. Sediment,rock,mud,ice,snow, and other debris entering upon public or private property outside the Parking Lot from the Project shall be cleaned or removed immediately. Snow and ice accumulating on the Parking Lot must be removed from the Parking Lot on a regular basis. Etha shall be responsible for ensuring the sidewalks adjacent to the Parking Lot on Mendenhall Street and North Willson Avenue are reasonably safe for pedestrians and as such shall ensure without limiting its duties under this Agreement that all snow and ice is removed from the sidewalks adjacent to the Parking Lot on Mendenhall Street and North Willson Avenue pursuant to the requirements of the Bozeman Municipal Code, Page 8 of 16 2641590 Page 17 of 32 04/05/2019 10:31:07 AM g. Etha agrees to immediately repair any damage caused by Etha, its agents, invitees, guests, hires, contractors or subcontractors to any public or private property outside the Parking Lot including but not limited to streets, curbs, sidewalks,and other infrastructure to,for public infrastructure,the current City standard for that infrastructure and, for privately owned infrastructure, to a condition acceptable to the owner of such private infrastructure. Etha agrees to timely comply with any request of Commission or the City including the Director of Public Works to perform maintenance and repairs to streets, curbs, sidewalks and other infrastructure damaged by Etha or its agents, invitees, guests,hires,contractors,or subcontractors. h. Any damage to the Parking Lot shall be repaired to a condition acceptable to the Commission. Maintenance or repair work to the Parking Lot shall be performed to the Commission's reasonable satisfaction, but the Parties agree that this is interim repair maintenance and need not be completed to the same standards as set forth in Section 7. 7. Restoration. a. Within 30 days upon completion of the Etha's use of the Parking Lot or within 30 days of termination of this Agreement pursuant to Section 11,whichever is earlier,the Etha shall cause the Site to be restored to the condition existing at the date of execution by the Parties of this Agreement pursuant to Section 7.b. including reinstallation of personal property of the Commission removed prior to Licensees' occupation of the Site such as ,jersey barriers, signage, etc. Restoration may include but is not limited to such reinstallations and also grading, repairs to failed sub-grade, striping of parking spaces, reconstruction of accesses, bike racks, trash cans, etc. and new surfacing material of hot mix asphalt or concrete. In addition, Etha shall restore damage it, agents, invitees, guests, hires, contractors or subcontractors cause to the streets, curbs, sidewalks,and other public or private infrastructure adjacent to the Parking Lot to a condition as good or better than existed prior to Etha's occupation of the Parking Lot. All work to restore the Parking Lot shall comply with applicable building codes and the City's design and construction standards, except to the extent that the Existing Condition, as explained below, does not comply with such codes and standards, respectively. Etha may be required to enter into a public works contract with the City for such work.Etha may cause its contractor or other agents to conduct such restoration but in no case shall Etha be relieved of its obligation under this Section until such restoration is accepted by the City. Page 9 of 16 2641590 Page 18 of 32 04/05/2019 10:31:07 AM b. Prior to Etha occupying the Parking Lot, the City and Etha shall perform a review of the Parking Lot and adjacent public and private infrastructure with video and/or photographs to record the condition of the Parking Lot and/or public or private infrastructure(the"Existing Condition"), c, The Commission retains the right to approve any plans for and to inspect work done under this Section. d. The Commission and Etha may enter into an agreement prior to the expiration of the term of this Agreement or prior to the end. of Etha's occupation of the Parking Lot regarding restoration of the Parking Lot to a condition different from the Existing Condition.Such agreement may address: (i)improvements to the Site in addition to or different than the Etha's obligations for restoration/repair under this Agreement; (ii)the Commission's contribution of funds to such improvements; and (iii) other duties and obligations of the Etha regarding restoration and repair of the Site. Nothing in such an agreement will reduce the obligations of Etha under this Agreement. e. Site Restoration Performance Bond. The Etha shall require its contractor Langlas &Associates, Inc. to obtain a good and sufficient site restoration performance bond payable to the City of Bozeman and in a form approved by the Bozeman City Attorney. The performance bond shall be for the complete restoration of the Site as required by Section 7 in an amount equal to$50,000, Such bond shall be conditioned on the Commission's determination whether restorations required under Section 7 have been satisfactorily completed. The Etha guarantees the validity of any such restoration performance bond provided by Langlas&Associates, Inc. 8. Waste,Nuisance,and Unlawful Use Prohibited. Etha shall not commit,or suffer to be committed,any waste on the Parking Lot,nor shall Etha,its agents,invitees,guests, hires, contractors or subcontractors maintain, commit, or permit the maintenance or commission of any nuisance on the Parking Lot or use the Parking Lot for any unlawful purpose. Etha shall not do or permit anything to be done in or about the Parking Lot which shall in any way conflict with any law, ordinance, rule, or regulation affecting the occupancy and use of the Parking Lot as City owned real property, which are or may hereafter be enacted or promulgated by any public authority. 9. Hazardous Materials. Etha agrees and represents that its,its agents,invitees,guests, hires,contractors or subcontractors shall not store or dispose of on the Parking Lot any "Hazardous Materials"as defined by Federal, State or local law as from time to time amended. Page 10 of 16 2641590 Page 19 of 32 04/05/2019 10:31:07 AM 10.Signage. Etha,its agents,invitees,guests,hires,contractors or subcontractors may not install any exterior building or other signs unless approved by the City's Department of Community Development, and all signage must be in compliance and conformity with any and all local sign ordinances and zoning requirements. 11.Termination. a. If Etha fails to comply with any condition of this Agreement at the time or in the manner provided for, the Commission may, at its option, terminate this Agreement and be released from all obligations if default is not cured within thirty(30) calendar days after written notice of the default is provided to Etha. Said notice shall set forth the items to be cured. Notices shall be provided in writing and hand-delivered or mailed to the parties at the addresses set forth in the first paragraph of this Agreement. Failure to cure any default shall result in an order by the Commission's Representative for Etha to cause removal of all personal property from the Parking Lot immediately. Etha agrees that cessation of construction activities for the Project for a consecutive period of thirty (30) days or more during the Term may result in revocation of this Agreement and the license it authorizes and as such Licensees agree the Commission may order Licensees to vacate the Parking Lot within five(5)business days of written notice for cessation of construction activities. An order revoking this License for cessation of construction activities on the Site does not relieve Etha of any obligations or requirements of this License. b. Etha may terminate this Agreement,at Etha's sole option,upon thirty(30)days prior written notice to Commission. Upon termination,Etha shall remove their equipment and improvements, and will restore the Parking Lot to substantially the condition existing as of the commencement date of this Agreement,normal wear and tear excepted. 12.Due Diligence. Etha shall at all times exercise due diligence in the protection of the Parking Lot against damages. 13.Non-discrimination. Etha shall not discriminate in the fulfillment of this Agreement on the basis of race, color, religion, creed, sex, age, marital status, national origin, or actual or perceived sexual orientation, gender identity or disability. Etha shall require these nondiscrimination terms of its subcontractors. Page 11 of 16 ........__.. ._ . 2641590 Page 20 of 32 04/05/2019 10:31:07 AM 14. Amendment. This Agreement represents the entire understanding between the Parties regarding the subject matter and supersedes any prior agreement, verbal or written. Any amendment or modification of this Agreement or any provision herein shall be made in writing or executed in the same manner as the original document and shall after execution become a part of this Agreement. 15.,Assignment. Etha may not assign this Agreement in whole or in part and may not sublet all or any portion of the Parking Lot without the prior written consent of the Commission. No assignment will relieve Etha of is responsibility for the performance of the License (including its duty to defend, indemnify and hold harmless). This Agreement and the license it authorizes does not run with the land. 16.Waiver of Claims. Etha waives all claims against the Commission and the City for injury to persons or property on or about the Parking Lot or from use of the Parking Lot, except as to negligent or intentional acts of City employees in the scope of their respective employment which may be the sole cause such claims. It shall be understood that the responsibility for protection and safekeeping of equipment and materials on or near the Parking Lot will be entirely that of Etha and that no claim shall be made against the City or the Commission by reason of any act of an employee, officer, or, agent of the City or Commission or any trespasser except as to negligent or intentional acts of City employees in the scope of their respective employment which are the sole cause such claims. 17. Representatives. a. Commission's Representative. The Commission's Representative for the purpose of this Agreement shall be Thomas Thorpe, Parking Manager, or his successor or designee. Whenever approval or authorization from or communication or submission to Commission is required by this Agreement, such communication or submission shall be directed to the Commission's Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when Commission's Representative is not available, Etha may direct is communication or submission to other Commission personnel or agents, specifically and first, the Assistant Bozeman City Manager and may receive approvals or authorization from such persons. b. Licensees' Representatives. The Licensee's Representatives for the purpose of this Agreement shall be Cory Lawrence for the Etha. Whenever direction to or communication with Etha is required by this Agreement, such direction or communication shall be directed to Etha's Representative;provided, however, Page 12 of 16 2641590 Page 21 of 32 04/05/2019 10:31:07 AM that in exigent circumstances when Etha's Representatives is not available,the Commission may direct its direction or communication to other designated personnel of Etha. 18.Permits. Etha shall provide all notices, comply with all applicable federal, state, and local laws, ordinances, rules, and regulations, obtain all necessary permits, licenses, including a City of Bozeman business license, and inspections from applicable governmental authorities,and pay all fees and charges in connection therewith. 19.Intoxicants; DOT Drug and Alcohol Regulations. Etha shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, upon the Parking Lot. Etha acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S. Department of Transportation (DOT) regulations governing anti-drug and alcohol misuse prevention plans and related testing. The Commission shall have the right to request proof of such compliance and Etha shall be obligated to furnish such proof.The Commission may order removal from the Parking Lot of any employee or agent of Etha or any of its subcontractors for use of controlled substances and alcohol on the Parking Lot. Etha shall ensure the above requirements apply to all subcontractors. 20.Liens and Encumbrances. Etha shall not permit any liens or encumbrances to be filed on the Parking Lot related to either Etha's use of the Parking Lot or Etha's construction of the Project prior to the expiration of this Agreement or termination by the Commission or Etha as provided herein shall furnish the Commission with satisfactory proof that there are no outstanding liens or encumbrances in connection with Etha's use of the Parking Lot. 21.Leases for Bridger Park. Etha shall,no later than 10 days after the Effective Date of this Agreement,as mitigation for the impacts to downtown parking facilities caused by this Agreement and the encroachment permit issued by the Director of Public Works dated May 13,2015,execute leases for parking spaces in the Bridger Park Downtown Intermodal Facility as stated below: a. 20 spaces to be used by Etha,its agents, invitees, guests, hires, contractors or subcontractors vehicles associated with the Project;and b. 34 spaces to be used at Etha's discretion by vehicles associated with the construction of the Project or by those downtown businesses or residents that Etha authorizes for said use. Etha must make the first monthly payments for said leases at the time the leases are executed as stated above. This provision does not supersede the requirement in Section 2 of the Agreement for the Use Page 13 of 16 2641590 Page 22 of 32 04/05/2019 10:31:07 AM of Parking Spaces In the Bridger Park Downtown Intermodal Facility that the term of leases for all spaces required pursuant to the Etha Hotel Site Plan approval shall commence no later than the issuance of a certificate of occupancy. 22.Dispute Resolution. Any claim, controversy, or dispute between the Parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each Party duly authorized to execute settlement agreements. Upon mutual agreement of the Parties, the Parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. If the Parties are unable to resolve the dispute within thirty(30)days from the date the dispute was first raised, then such dispute shall be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 23.Survival. Etha's indemnification and warranty obligations shall survive the termination or expiration of this Agreement as specified above or for the maximum period allowed under applicable law. 24.Headings. The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 25.Waiver. A waiver by Commission of any default or breach by Etha of any covenants, terms, or conditions of this Agreement does not limit Commission's right to enforce such covenants, terms, or conditions or to pursue Commission's rights in the event of any subsequent default or breach. 26.SeverablUty. If any portion of this Agreement is held to be void or unenforceable,the balance thereof shall continue in effect. 27.Applicable Law. The Parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 28.Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives,successors, and assigns of the Parties. 29. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the Parties,does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party except the City. Page 14 of 16 2641590 Page 23 of 32 04/05/2019 10:31:07 AM 30.Counterparts. This Agreement may be executed in counterparts, which together constitute one instrument. 31.Authority. Each party represents that it has full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each party has been properly authorized and empowered to sign this Agreement. 32.Independent Contractor. The Parties agree and acknowledge that in the performance of this Agreement Licensees shall not be considered an agent, representative, subcontractor, or employee of the City or the Commission. The parties further agree that all individuals and companies retained by Etha at all times will be considered the agents, employees, or independent contractors of Etha and at no time will they be the employees,agents,or representatives of the City or the Commission. 33.Integration. This Agreement constitutes the entire agreement of the Parties. Covenants or representations not contained therein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications,either verbal or written,made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. 34. Recordation. This Agreement shall be recorded in the files of the Gallatin County Clerk and Recorder.All costs of recording shall be borne by Etha. The original of this recorded agreement shall be returned to the Asst. City Manager. ####END OF AGREEMENT EXCEPT FOR SIGNATURES#### Page 15 of 16 2641590 Page 24 of 32 04/05/2019 10:31:07 AM Executed this„ l( day of 'kPr GE ,2015. Bozeman Parking Commission: Date: Assistant Bozeman City Manager The Etha Hotel,LLC, a Montana limited liability company: By: '- G----` Date: /r Cory wrence, managing member of Etha H spi ality, LLC, managing member of The Etha Hotel, LLC STATE OF MONTANA ) ss. County of Gallatin ) This instrument was acknowledged before me on the-I[- day of Opp , 201�-7) by Cory Lawrence, as managing member of Etha Hospitality, LLC, the Etha Hotel LLC's managing member. �G tHo'., CORD=THOMA"' K),• '' .,,; NotaryPUmonim, nt. ';for the State of M�nG•1:� Residing, Notary Public for the State of Montana S E I, Belgrade, M01118r)c; r My Commission ExPirit::: Printed Name:_&ri-e —r� June 19,2019 1teSidiris in- My Commission Expires: Lg/-/9/1�� Page 16 of 16 2641590 Page 25 of 32 04/05/2019 10:31:07 AM Boze7n) Parking Commission: ., 1� �. �,/1��.�� -. � Date: Assistant Bozeman City Manager STATE OF MONTANA ) ss. County of Gallatin } This instrument was acknowledged before me on the Z.t day of MU&0,20� by Chuck Winn,Assistant Bozeman City Manager and duly authorized representative of the Bozeman Parking Commission. Notary Public for the State of Montana Printed Name: �Ork jLV&YtfL,� CQRfe THOMAS cfi 71i's; Notary f'ubl:C i Residing in {;s +t4 for the state of Mc�nrinn — :. ; Re5ilfin MY Commission Expires: L .«,�•.ti 1::1 i, oar. •`e; Belgrade, Montan�r Fr,r'tiatsr`�P'_ My Commissron Expires June 19,2019 Page 17 of 17 2641590 Page 26 of 32 04/05/2019 10:31:07 AM 2560562 P*!7i m7 Eof 4ll. 1011312201�6 10:36;04 AM( No: $28 00 (I�IIII�Illtlll'I'I'I��III'IIIIIIII'III'III���IIII'1��IIIIII��IIlIIIIII�II��IIIIIIII�I MISC Gall Oun AFTER RECORDING PLEASE RETURN TO: mas Thorpe City o man Parking Manager Return to: PO Bok 1230 City/of Bozeman Bozeman,MT 5977 - 0 City Clerk PO Box 1230 Bozeman, MT 59771.1230 AMENDMENT 1 -License Agreement for the Use of City Property By The Etha Hotel,LLC Whereas,the Bozeman Parking Commission,("Parking Commission")and The Etha Hotel,LLC("The Etha") entered into a License Agreement on Sbptember 11,2015;and Whereas,that License Agreement provides The Etha is use the Parking Lot described as Lots 14 and 15 and the West 26.75 feet off of Lot 16,all in Block"A"of Tracy's First Addition to the City of Bozeman for staging and construction of The Etha project; and Whereas,The Etha notified the City of its intent to use the License Agreement and closed the Parking Lot on the 14'h day of July,2015 by fencing the same; and Whereas,The Etha,found that it temporarily did not require use of the Parking Lot commencing on August 5, 2016 for furtherance of the project and believes that during the same time the patrons of downtown business would benefit from,utilizing the public parking spaces; and Whereas,The Etha anticipates the need for the Parking Lot at the next stage of construction and desires to toll the period of the License Agreement during the period of non- use; and Whereas,the Parking Commission appreciates The Etha's accommodation of making parking available to the patrons of downtownn businesses;and. Whereas,The Etha desires to adjust the Commercial General Liability-and Contractual Liability Insurance aggregate coverage limits identified in Section 51. of the License Agreement to more properly align with the coverage mechanics of insurance policies generally available to e Etha;and Whereas,the City of Bozeman has agreed to the change in these coverage limit changes. Addendum to License Agreement Page 1 of 4 2641590 Page 27 of 32 04/05/201 9 1 0:31:07 AM 2560562 Page 2 of 4 1 0/1 3/201 6 1 0:36:04 AM NOW TBEREFORE,the License Agreement between the parties dated September 11,2015 is clarified and modified as follows: 1. The Effective Date of the License shall be amended to commence on August 5, 2016 with the term of the License to run until April 4,2018; 2. The Etha must give the Parking Commission,through the Parking Manager,no less than fourteen(14)days written notice of The Etha's intent to close and fence off any portion of the Parking Lot from public parking. 3. The Etha must give the Parking Commission,through the Parking Manager,no less than five(5)business days'notice of The Etha's intent to reopen the Parking:Area to public parking. 4. Commencing on the date of this Amendment,during periods where The Etba has not closed any portion of the Parking Lot the requirement provided for in Section 2 of the License Agreement for The Etha to pay rent shall be suspended.Etha's use of the Parking Lot during any month wherein The Etha has not closed a portion of the Parking Lot will be prorated on a daily basis.Closure of only a portion of the Parking Lot requires payment of retie for the entire Parking Lot unless an alternative payment agreement is agreed to in writing by the Parking Manager and Etha's Representative. 5. The Parking Commission must grant a credit to the Etha for the period of time in August 2016 for which the Parking Lot was not closed and the entire month of September,2016.In addition,should this Amendment be executed in October,2016 because the The Etha has not closed the Parking Lot during October,2016 rent will . not be due for October,2016.' 6. Section 5.b. is modified to replace the insurance coverage requirements for Commercial General Liability and Contractual Liability Insurance only for the following with all other insurance requirements remaining in effect: a. Commercial General Liability-$3,000,000 per occurrence;$4,000,000 annual aggregate for bodily injury and property damage; b. Contractual Liability Insurance-$3,000,000 per occurrence$4,000,000 aggregate; and 7. All other terms,conditions,covenants and provisions of the License Agreement dated September 11,2015 remain in full force and effect. This Addendum shall be recorded in the files of the Gallatin County Clerk and Recorder.All costs of recording shall be borne by Etha. ####END OF AGREEMENT EXCEPT FOR SIGNATURES#### Addendum to License Agreement Page 2 of 4 2641590 Page 28 of 32 04/05/2019 10:31:07 AM 2560562 Page 3 of 4 10/13/2016 10:36:04 AM Executed this ftday of October,2016 The Etha Hotel,LLC,a Montana limited liability company: By Date: /ds /o A4AIb Cory Lawrence, managing member of Etha Hospitality, LLC, managing member of The Etha Hotel,LLC STATE OF MONTANA } ss. County of Gallatin } This instrument was acknowledged before me on the day of mar , 20./�_ by Cory Lawrence, .as managing member of Etha Hospitality, LLC, The Etha Hotel LLC's managing member. KAYLA NEWVtLLE y �ayJ,NE�Y`�i{•,l NotaryPubtle ovArtI 44�^ for the State o1 Montana �_�-'•' � _ Residing Notary Public for the State of Montana BoaemE►rt,Montana My cor"MISS Qn Expires. Printed Name' /a /11 tw ti'/fit,. July 29.2019 Residing in , My Commission Expires: r" �qsJ' Addendum to License Agreement Page 3 of 4 2641590 Page 29 of 32 04/05/2019 10:31:07 AM 2560562 Page 4 of 4 1 0/1 3/201 6 1 0:36:04 AM Bozeman Parking Commission: J By: u+r. Date: f2c4.obgP I 1 1(P Thomas Thorpe,City of Bozeman Parking Manager STATE OF MONTANA ) . ss. County of Gallatin ) This instrument was acknowledged before me on the it_ day of C1 cd 201_ by Thomas Thorpe, City of Bozeman Parking Manager and duly authorized representative of the Bozeman Parking Commission. PEARL MICHAL.SON �•�` tJUCH,y'', aq� = Notary Public aQ`:NosnH,q<S �'for the state of Montana Notary Public for the State of Montana Hosiding at: Printed Name:?i *—'--% ,, * SEAL.# Bozeman,Montana ` � My Commission Expires: Residing in 136 za rhw A4'r March 10,202t3 My Commission Expires:, 210120 Addendum to License Agreement Page 4 of 4 2641590 Page 30 of 32 04/05/2019 10:31:07 AM AFTER RECORDING PLEASE RETURN TO: Ed Meece City of Bozeman Parking Manager 2613100 PO Box 1230 Bozeman,MT 59771-1230 CharlottetMilta e6Galla0tin Countt 00MTM Fee: $2Mi5C v,,gll~C' IIIIIIIIIIIIIiIIIIIIiIIIIIIIIIIIIIIIINIIIIIIIIIIIIIIIIII�I�l�llllllllllllllllllllllll AMENDMENT 2—License Agreement for the Use of City Property By The Etha Hotel,LLC Whereas,the Bozeman Parking Commission("Parking Commission")and The Etha Hotel, LLC("The Etha") entered into a License Agreement on September 11,2015 and amended the License Agreement on October 11,2016(the"First Amendment");and Whereas,that License Agreement provides The Etha is provided a license use the Parking Lot owned by the City and described as Lots 14 and 15 and the West 26.75 feet off of Lot 16,alI in Block"A"of Tracy's First Addition to the City of Bozeman for staging and construction of The Etha hotel project;and Whereas,The Etha desires to extend the time provided in the License Agreement for its license to use the Parking Lot. NOW THEREFORE,the License Agreement between the parties dated September 11, 2015 is clarified and modified as follows: 1. The Effective Date of the License shall be amended to commence on April 5,2018 with the term of the License to run until November 30,2019;and 2. All other terms,conditions,covenants and provisions of the License Agreement dated September 11,2015,and the First Amendment(10/11/16)other than item#1 and#5 which are no longer applicable,shall remain in full force and effect. This Addendum shall be recorded in the files of the Gallatin County Clerk and Recorder.All costs of recording shall be borne by The Etha. ####END OF AGREEMENT EXCEPT FOR SIGNATURES#### Addendum to License Agreement Page i of 3 2641590 Page 31 of 32 04/05/2019 10:31:07 AM Executed thisbo day of April,2018 The Etha Hotel,LLC,a Montana limited liability company: By, t. Date: 2 A[g r Cory Lawrence, managing member of Etxea Hospitality, LLC, managing member of The Etha Hotel,LLC STATE OF MONTANA } : ss. County of Gallatin } This instrument was acknowledged before me on the 221'day of L ,20 /s by Cory Lawrence,as managing member ofia Hospitality,LLC,The Etha Hotel LLC's managing member. ` X � New xAYLANRW LLE `.:......... , ::�^ oN01W PUBLIC for the w SEAL w State of Montana fzestding at Bozeman,MT Notary Public for t e State of Montana 4 For My Commission Expires printed Name: y ,` /� 2019 July 29, �� ��`�f�l 01 Residing in ;o.-z C yea My Commission Expires: 7�` 99 Addendum to License Agreement Page 2 of 3 2641590 Page 32 of 32 04/05/2019 10:31:07 AM Bozeman Parking Commission: By: r—"' Date: Ed Meece, ity of Bozeman Parking Manager STATE OF MONTANA ) ss. County of Gallatin } This instrument was acknowledged before me on the day of MA 20 by Ed Mcece, City of Bozeman Parking Manager and duly authorized represent the of the Bozeman Parking Commission. S �� tCA�`HEf�iN AINES `: Notary Public for the State of Montana Residing at: S E'1L- e' Belgrade, Montana 1�` blic for the State of Montana pFp,S��a' My Commission Expires. Printed Name ,, Jufy 22,2020 (SEAL) Residing in 1 My Commission Expires: `— Addendum to License Agreement Page 3 of 3