HomeMy WebLinkAbout98- Board of Investments Intercap Program
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CITY OF BOZEMAN
Bozeman, Montana
March 20, 1998
Board of Investments
of the State of Montana
555 Fuller A venue
P. O. Box 200126
Helena, Montana 59620-0126
First Trust Company of Montana
303 North Broadway
P.O. Box 30678
Billings, Montana 59115
Ladies and Gentlemen:
I have served as counsel to City of Bozeman (the "Borrower") in connection with participation in
the INTERCAP Program (the "Program") of the Board ofInvestments of the State of Montana (the
"Board"). Terms used herein which are defined in the Loan Agreement, dated as of March 20, 1998,
(the "Loan Agreement") between the Borrower and the Board shall have the meanings specified
therein. The resolution of the Borrower authorizing its participation in the Program and the issuance
of its Loan Agreement reiating thereto is herein referred to as the Loan Agreement Resolution.
I have examined, among other things:
i) the Borrower Act;
ii) M.C.A. 97-3-4313;
iii) the Loan Agreement dated as of March 20, 1998 and executed by the
Borrower;
iv) the Promissory Note (the 'Note") dated as of March 20, 1998 and
executed by the Borrower;
v) Commission Resolution No. 3232 of the Borrower, dated March 16, 1998 (the
"Loan Agreement Resolution");
vi) the proceedings of the Borrower with respect to the due execution and delivery
by the Borrower ofthe Loan Agreement and Note (the Progrmn Documents), and
such certificates and other documents relating to the Borrower, the Program
Documents and the Loan Agreement Resolution of the Borrower, m1d have made
such other examination of applicable Montana law and a review of the
Borrower's actions with respect to applicable ordinances and resolutions as we
have deemed necessary in giving this opinion.
Street address: 411 East Main Street Phone: (406) 582-2300
Mailing address: P.O. Box 640 Fax: (406) 582-2323
Bozeman, Montana 59771-0640 TOO: (406) 582-2301
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Based upon the foregoing:
(a) The Borrower is a political subdivision duly organized and validly
existing under the laws and Constitution of the State of Montana with
full legal right, power and authority to enter into, execute and perform
its obligations under the Program Documents and to carry out and
effectuate the transactions contemplated thereunder.
(b) The execution of the Loan Agreement and Promissory Note have been
duly authorized and are valid, binding and enforceable against the
Borrower in accordance with its terms.
(c) The Loan Agreement Resolution of the Borrower has been duly
adopted and is valid, binding and enforceable against the Borrower in
accordance with in terms.
(d) The Borrower has taken all action required to be taken by it to
authorize the execution and delivery of and the performance of the
obligations contained III the Program Documents; and such
authorization is in full force and effect on the date hereof.
(e) The Borrower has complied with all applicable competitive bidding
requirement for the purchase and acquisition of the Project.
(f) All environmental permits necessary for the continued operation of the
Project have been obtained.
(g) No consent, approval, authorization, order, filing, registration,
qualification, election or referendum, of or by any person, organization,
court or governmental agency or public body whatsoever is required to
be obtained by the Borrower in connection with the execution, delivery
and performance of the Program Documents or the consummation of
the other transactions effected or contemplated thereby.
(h) The execution, delivery and performance of the Program Documents,
and compliance with the provisions thereof, will not conflict with or
constitute a breach of, a violation of, or default under, fIle Constitution
of the State of Montana, or any existing law, charter, judgment,
ordinance, administrative regulation, decree, order or resolution of or
relating to the Borrower and do not conflict with or result in a violation
or breach of, or constitute a default under, any agreement, indenture,
mortgage, lease or other instrument, to which the Borrower is a party
or by which it is bound or to which it is subject.
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(i) The Program Documents executed by the Borrower, when delivered to
the Board, will have been duly authorized and executed and will
constitute validly issued and legally binding obligations of the
Borrower according to their terms.
It is understood that the enforceability of the Program Documents may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement
or creditors rights.
Very truly yours,
PJL/ev
cc: Clark Johnson, City Manager
Miral Gamradt, Administrative Services Director
File
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CERTIFICATE AS TO USE OF FACILITY
The undersigned, being the duly qualified and acting Mayor, City Manager and
Director of Finance of the City of Bozeman, Gallatin County, Montana (the "City")
hereby certify on behalf of the City as follows:
1. The City is using the proceeds of the loan made by the Board of
Investments of the State of Montana (the "Board") under that certain
Loan Agreement, dated as of March 20, 1998 (the "Loan Agreement"),
between the Board and the City, for the purpose of providing funds to
be used, with other available funds of the City, to acquire a professional
office building (the "Facility") located in the City.
2. The City understands and acknowledges that the Board requires
that the Loan not be a "private activity bond" within the meaning of
Section 141 of the Internal Revenue Code of 1986, as amendedL and
the City has made a covenant to such effect in the Loan Agreement].
3. The purchase price of the Facility is $1,097,400, to which the
City will apply $422,400 of its own funds and $675,000 of proceeds of
the Loan.
4. The City is acquiring the Facility for its general municipal use.
Certain portions of the Facility, however, are currently subject to leases
to private persons or entities, and not all of the Facility will be used
immediately by the City. The identity of and the size of the leaseholds
held by such private parties (the "Tenants") are listed on Exhibit A hereto
(which is hereby incorporated herein and made a pan hereof). The net
rental area of the entire Facility is 7,643 square feet.
5. The City hereby allocates, based on the net rental value of the
respective areas and common areas in the Facility, not more than 33 %
of the cost of the Facility to the leaseholds and appurtenant common
areas held by the Tenants. The City hereby allocates the equity it is
contributing to the cost of the Facility to the portions of the Facility
represented by the leaseholds held by the Tenants and [if there is
excess] to the balance of the Facility. The City hereby allocates the
proceeds of the Loan to the balance of the Facility, i.e., portions of the
Facility to be occupied and used by the City immediately for its general
municipal purposes, and not those portions of the Facility subject to
leases with Tenants. The leaseholds to the Tenants and the portions of
the Facility allocated to the Loan are discrete areas of the Facility.
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6. While the City reasonably expects all space in the Facility will
eventually be used by it for general municipal purposes and that no
private parties then will be Tenants or otherwise occupy and use any
portion of the Facility, the City may lease the leaseholds currently
subject to leases with the Tenants to private parties, either by renewing
existing leases or entering into new leases with others if and to the
extent such expectations of the City are not realized.
Dated: March ~(; , 1998.
CITY OF BOZEMAN, MONTANA
8Y_~61. _7/1.##
Mayor
An8 --1;- 1 .
City Manager
And /11..u:; If. ~ ~U-.
Director of Finance
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Exhibit A
Identification of Tenants and Locations of Leaseholds in the Facility
Tenant Location of Leasehold Area of Leasehold
HKM Engineers 3-A 514.3700
Walking Cross 3-B 1,683.6500
Doctor Kenck 3-C 965.7300
HKM Engineers 3-D 697.6500
Institutions 3-E 1,369.7156
R.D. (Dooley Johnson) 3-F 346.3400
Sclauch/Bottcher 1-A 196.5800
Federated Finance 1-B 1,190.7600
Hunter Neil Co. 1-C 330.0900
Forest Service 1-F 189.4300
HKM Storage 1-H 99.1800
Mark Behr 1-J 59.6400
TOTAL 7,643.1356
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(GENERAL FUND LOAN)
RESOLUTION AUTHORIZING PARTICIPATION IN THE INTERCAP PROGRAM
CERTIFICATE OF MINUTES RELATING TOr::>~r'~
RESOLUTION NO. 3232 ' , (
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Issuer: City of Bozeman
Kind, Date, time and place of meeting: A regular meeting held on t1arch 16
~ at .l..- o'clock -E..m. in Bozeman , Montana.
Members present: Mayor Stiff. Commissioner Smiley. Commissioner Rudberg. Commissioner
Frost and Commissioner Youngman
Members absent: None
RESOLUTION NO. 3232
RESOLUTION AUTHORIZING PARTICIPA TION IN THE BOARD OF
INVESTMENTS OF THE STATE OF MONTANA ANNUAL ADJUSTABLE RATE
TENDER OPTION MUNICIPAL FINANCE CONSOLIDA TION ACT BONDS
(INTERCAP REVOLVING PROGRAM), APPROVING THE FORM AND TERMS OF
THE LOAN AGREEMENT AND AUTHORIZING THE EXECUTION AND
DELIVERY OF DOCUMENTS RELATED THERETO
I, the undersigned, being the fully qualified and acting recording officer of the public
body issuing the obligations referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of the
public body in my legal custody, from which they have been transcribed; that the documents are a
correct and complete transcript of the minutes of a meeting of the governing body at the meeting,
insofar as they relate to the obligations; and that the meeting was duly held by the governing body
at the time and place and was attended throughout by the members indicated above, pursuant to call
and notice of such meeting given as required by law.
WITNESS my hand officially as such recording officer this 17th day of March
1998 By{l~J~~
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Its rlprk nf the CQmmi~~ign
RESOLUTION-l
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RESOLUTION NO. 3232
RESOLUTION AUTHORIZING PARTICIPATION IN THE BOARD OF
INVESTMENTS OF THE STATE OF MONTANA ANNUAL ADJUSTABLE RATE
TENDER OPTION MUNICIP AL FINANCE CONSOLIDA TION ACT BONDS
(INTERCAP REVOLVING PROGRAM), APPROVING THE fORM AND TERMS OF
THE LOAN AGREEMENT AND AUTHORIZING THE EXECUTION AND
DELIVERY OF DOCUMENTS RELATED THERETO
BE IT RESOLVED BY THE City Commission (the Governing Body) OF
CITY OF BOZEMAN (the Borrower) AS FOLLOWS:
ARTICLE I
DETERMINA TIONS AND DEFINITIONS
Section 1.01. Definitions. The following terms will have the meanings indicated
below for all purposes of this Resolution unless the context clearly requires otherwise. Capitalized
terms used in this Resolution and not defined herein shall have the meanings set forth in the Loan
Agreement.
Adiusted Interest Rate means the rate of interest on the Bonds determined in
accordance with the provisions of Section 3.03 of the Indenture.
Authorized Representative shall mean the officers of the Borrower designated and duly
empowered by the Governing Body and set forth in the application.
fuuu:d shall mean the Board of Investments of the State of Montana, a public body
corporate organized and existing under the laws of the State and its successors and assigns.
Board Act shall mean Section 2-15-1808, Title 17, Chapter 5, Part 16, MCA, as
amended.
B..Q.wls. shall mean the Bonds issued by the Board pursuant to the Indenture to finance
the Program.
Borrower shall mean the Borrower above named.
Indenture shall mean that certain Indenture of Trust dated March 1, 1991 by and
between the Board and the Trustee pursuant to which the Bonds are to be issued and all supplemental
indentures thereto.
l&an means the loan of money by the Board to the Borrower under the terms of the
Loan Agreement pursuant to the Act and the Borrower Act and evidenced by the Note.
Loan Agreement means the Loan Agreement between the Borrower and the Board,
including any amendment thereof or supplement thereto entered into in accordance with the
provisions thereof and hereof.
Loan Agreement Resolution means this Resolution or such other form of resolution that
the Board may approve and all amendments and supplements thereto.
Loan Date means the date of closing a Loan.
RESOLUTION-2
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Loan Rate means the rate of interest on the Loan which is initially 4.85 % per annum
through February 15, 1999 and thereafter a rate equal to the Adjusted Interest Rate on the Bonds
and up 1.5% per annum as necessary to pay Program Expenses.
~ means the promissory note to be executed by the Borrower pursuant to the Loan
Agreement, in accordance with the provisions hereof and thereof, in. substantially the form set forth
in the Promissory Note, or in such form that may be approved by the Board.
Program shall mean the INTERCAP Program of the Board pursuant to which the Board
will issue and sell Bonds and use the proceeds to make loans to participating Eligible Government
Units.
Proiect shall mean those items of equipment, personal or real property improvements
to be acquired, installed, financed or refinanced under the Program as set forth in the Description
of the Project/Summary of Draws.
Trustee shall mean First Trust Company of Montana National Association and its
successors.
Section 1.02. Authority. The Borrower is authorized to undertake the Project and
is further authorized by the Borrower Act to enter into the Loan Agreement for the purpose of
obtaining a loan to finance or refinance the acquisition and installation costs of the Project.
Section 1.03. Execution of Agreement and Delivery of Note. Pursuant to the
Indenture and the Board Act, the Board has issued and sold the Bonds and deposited a part of
proceeds thereof in the Loan Fund held by the Trustee. The Board has, pursuant to the Term Sheet,
agreed to make a Loan to the Borrower in the principal amount of $681,750.00 and upon the further
terms and conditions set forth herein, and as set forth in the Term Sheet and the Loan Agreement.
ARTICLE II
THE LOAN AGREEMENT
Section 2.01. Terms. (a) The Loan Agreement shall be dated as of the Loan Date,
in the principal amount of $681,750.00 and shall constitute a valid and legally binding obligation
of the Borrower. The obligation to repay the Loan shall be evidenced by a Promissory Note. The
Loan shall bear interest at the initial rate 4.85% per annum through February 15, 1999 and
thereafter at the Adjusted Interest Rate, plus up to 1.5% per annum as necessary to pay the cost
of administering the Program (the Program Expenses). All payments may be made by check or wire
transfer to the Trustee at its principal corporate trust office.
(b) The Loan Repayment Dates shall be February 15 and August 15 of each year.
(c) The principal amount of the Loan may be prepaid in whole or in part provided
that the Borrower has given written notice of its intention to prepay the Loan in whole or in part
to the Board no later than 30 days prior to the designated prepayment date.
(d) The Prepayment Amount shall be equal to the principal amount of the Loan
outstanding, plus accrued interest thereon to the date of prepayment.
(e) Within fifteen days following an Adjustment Date, the Trustee shall calculate
the respective amounts of principal and interest payable by each Borrower on and with respect to
its Loan Agreement and Note for the subsequent August 15 and February 15 payments, and prepare
and mail by first class mail a statement therefor to the Borrower.
RESOLUTION-3
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Section 2.02. Use and Disbursement of the Proceeds. The proceeds of the Loan will
be expended solely for the purposes set forth in the Description of the Project/Summary of Draws.
The proceeds from the sale of the Note to the Board shall remain in the Borrower's Account pending
disbursement at the request of the Borrower to pay the budgeted expenditures in anticipation of
which the Note was issued. Requests for disbursement of the Loan shall be made to the Board.
Prior to the closing of the Loan and the first disbursement, the Borrpwer shall have delivered to the
Trustee a certified copy of this Resolution, the executed Loan Agreement and Note in a form
satisfactory to the Borrower's Counsel and the Board's Bond Counsel and such other certificates,
documents and opinions as set forth in the Loan Agreement or as the Board or Trustee may require.
Section 2.03. Payment and Security for the Note. In consideration of the making of
the Loan to the Borrower by the Board, the provisions of this Resolution shall be a part of the
Agreement of the Borrower with the Board. The provisions, covenants and Agreements herein set
forth to be performed by or on behalf of the Borrower shall be for the benefit of the Board. The
Loan Agreement and Note shall constitute a valid and legally binding obligation of the Borrower and
the principal of and interest on the Loan shall be payable from the general fund of the Borrower,
and any other money and funds of the Borrower otherwise legally available therefor. The Borrower
shall enforce its rights to receive and collect all such taxes and revenues to insure the prompt
payment of the Borrower obligations hereunder.
Section 2.04. Representations as to Impact of 1-105. as Amended by Subsequent
Le~islative Acts. The Borrower recognizes and acknowledges that the amount of taxes it may levy
on certain classes of property may not exceed the amount of taxes levied for taxable year 1986,
subject to certain limitations set forth in 1-105, as amended by subsequent legislative acts (the
Property Tax Limitation Act). The Borrower is familiar with the Property Tax Limitation Act and
acknowledges that the obligation to repay the Loan under the Agreement and Note are not exceptions
to the provisions of the Property Tax Limitation Act. The Borrower represents and covenants that
the payment of principal of and interest on the Loan can and will be made from revenues available
to the Borrower in the years as they become due, notwithstanding the provisions of the Property Tax
Limitation Act.
Section 2.05. Levy and Appropriate Funds to Repay Loan. The Borrower agrees that
in order to meet its obligation to repay the Loan and all other payments hereunder that it will
budget, levy taxes for and appropriate in each fiscal year during the term of the Loan an amount
sufficient to pay the principal of and interest hereon subject to the limitations of the Property Tax
Limitation Act.
ARTICLE III
CERTIFICA TIONS, EXECUTION AND DELIVERY
Section 3.01. Authentication of Transcript. The Authorized Representatives are
authorized and directed to prepare and furnish to the Board and to attorneys approving the validity
of the Bonds, certified copies of this Resolution and all other resolutions and actions of the Borrower
and of said officers relating to the Loan Agreement, the Note, and certificates as to all other
proceedings and records of the Borrower which are reasonably required to evidence the validity and
marketability of the Note. All such certified copies and certificates shall be deemed the
representations and recitals of the Borrower as to the correctness of the statements contained therein.
Section 3.02. Le~al Opinion. The attorney to the Borrower is hereby authorized and
directed to deliver to the Board at the time of Closing of the Loan his or her opinion regarding the
Loan, the Loan Agreement, the Note and this Resolution in substantially the form of the opinion set
forth in the Attorney's Opinion.
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Section 3.03. Execution. The Loan Agreement, Note, and any other document
required to close the Loan shall be executed in the name of the Borrower and shall be executed on
behalf of the Borrower by the signatures of the Authorized Representatives of the Borrower.
PASSED AND APPROVED by the City Commission this ~ day of _
March , 19~.
B~t~/~.-4f
::te~ J ~
Its Clerk of the Commission
RESQLUTION-S
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Borrower #0484
Clw "7
LOAN AGREEMENT , )'
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BOARD OF INVESTMENTS
OF THE STATE OF MONTANA
and
CITY OF BOZEMAN
as Borrower
DA TE OF AGREEMENT: March 20, 1998
REQUESTED LOAN AMOUNT. . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . $675,000.00
ORIGINATION FEE (1 %) . . . . . . . . . . . . . . 01 . . . . . . . . . . . . . . . . . . . . 6.750.00
APPROVED LOAN AMOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$681.750.00
ADDRESS OF BORROWER: City of Bozeman
P.O. Box 640
Bozeman, MT 59715
CONT ACT PERSON OF BORROWER:
NAME Miral Gamradt
TITLE Administrative Services Director
TELEPHONE (406) 582-2325
STATUTORY AUTHORITY FOR BORROWING: 7-7-4101 M.C.A.
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ARTICLE I. DEFINITIONS AND RULES OF INTERPRETATION. . . . . . . . . . . . . . . . . . . . .. 2
Section 1.01. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 2
Section 1.02. Rules of Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 5
Section 1.03. Attachments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 5
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ARTICLE II. REPRESENTATIONS. COVENANTS AND WARRANTIES OF BORROWER. . . . . . . 6
Section 2.01. Representations and Warranties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 6
Section 2.02. Particular Covenants of Borrower. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7
ARTICLE III. LOAN TO BORROWER. .................... . . . . . . . . . . . . . . . . . .. 7
ARTICLE IV. LOAN PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7
Section 4.01. Commencement of Loan A~reement. . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7
Section 4.02. Termination of A~reement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7
Section 4.03. Term of Loan Agreement. ~ . . . . . . . . . . ;. . . . . . . . . . . . . . . . . . . . . . . 8
Section 4.04. Loan Closini Submissions. . . . . . . . . . . . . . . . . . . . . . . . - . . . . . . . . .. 8
Section 4.05. Initial and Subsequent Draws of Loan. ............... . . . . . . . . . . . . 8
ARTICLE V. LOAN REPAYMENTS AND NOTE. .........,...................... 8
Section 5.01. Payment of Loan Repayments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 8
Section 5.02. Delinquent Loan Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 9
Section 5.03. The Note. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 9
ARTICLE VI. TERM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 9
ARTICLE VII. OBLIGA TIONS OF BORROWER UNCONDITIONAL. . . . . . . . . . . . . . . . . . . .. 9
Section 7.01. Obligations of Borrower. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE VIII. FINANCIAL COVENANTS (GENERAL FUND). . . . . . . . . . . . . . . . . . . . . . 10
Section 8.01. Representations as to Impact of 1-105. as Amended by Subsequent Legislative Acts.
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Section 8.02. Levy and Appropriate Funds to Repay Loan. . . . . . . . . . . . . . . . . . . . . . 10
Section 8.03. Reports and Opinion: Inspections. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE IX. DISCLAIMER OF WARRANTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE X. OPTION TO PREPAY LOAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE XI. ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - . . . . . . . . . . 11
Section 11.01. Assignment by Board or Trustee. . .. " . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 11.02. Assignment by Borrower. . . . .. . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 11
ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 12.01. Events of Default Defined. . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 12.02. Notice of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 12.03. Remedies on Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 12.04. Attorneys Fees and Other Expenses. . . . . . . .. .. . . . . . . . . . . . . . . . . . . 12
Section 12.05. Application of Moneys. . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . 12
Section 12.06. No Remedy Exclusive. Waiver and Notice. . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE XIII. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 13.01. Notices. . . . . . . . ;. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 13.02. Binding Effect. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 13.03. Severability. . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .. . . . . . . . . . . . . 13
Section 13.04. Amendments. Chan~es and Modifications. . . . . . . . . . . . . . . . . . . . . . . . 13
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Section 13.05. Execution in Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 13.06. Applicable Act. o . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . 13
Section 13.07. Consents and Approvals. . . . . . . . . . . I . . . . . . . . . . . . . . . . . . . 13
Section 13.08. Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 13.09. Waiver of Personal Liability. . . . . . . . . . . . . . . . . . . 14
Section 13.10. Captions. . . . . . . . . . . . . . . . . . . . . . . . '( . . . . . . . . . . . . . . . . . . . 14
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This Loan Agreement (the "Agreement") dated as of the date set forth on the cover hereof,
and entered into between the Board of Investments of the State of Montana (the "Board"), a public body
corporate and instrumentality of the state of Montana, and the Borrower whose name is set forth on the
cover hereof ("the Borrower"), a political subdivision of the State of Montana;
WIT N E SSE T H: ~
WHEREAS, pursuant to Section 2-15-1808, Montana Code Annotated and Title 17, Chapter
5, Part 16, Montana Code Annotated (the "Act") and in accordance with the Indenture of Trust, dated as
of March 1, 1991, between the Board and First Trust Company of Montana National Association (the
"Trustee"), has established its INTERCAP Revolving Program pursuant to which the Board will issue, from
time to time, its Annual Adjustable Rate Tender Option Municipal Finance Consolidation Act Bonds
(INTERCAP Revolving Program) (the j'Bonds"), for the purpose of making loans to Eligible Government
Units to finance or refinance the acquisition and installation of equipment, personal and real property
improvements, to provide temporary financing of projects or for other authorized corporate purposes of an
Eligible Government Unit (the "Projects"); and
WHEREAS, the Board has agreed to loan part of the proceeds of an issue of such Bonds to
the Borrower in the amount set forth on the Description of the Project/Summary of Disbursements attached
hereto and the cover hereof, and the Borrower has agreed to borrow such amount from the Board, subject
to the terms and conditions of and for the purposes set forth in this Agreement; and
WHEREAS, the Borrower is authorized under the laws of the State of Montana, and has taken
all necessary action, to enter into this Agreement for the Project as identified in the Description of the
Project/Summary of Disbursements attached hereto.
NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the
parties hereby agree as follows:
ARTICLE I. DEFINITIONS AND RULES OF INTERPRETATION.
Section 1.01. Definitions. The following terms will have the meanings indicated below for all
purposes of this Agreement unless the context clearly requires otherwise. Capitalized terms used in this
Agreement and not defined herein shall have the meanings set forth in the Indenture.
"A&1" means Section 2-15-1808, Montana Code Annotated and Title 17, Chapter 5, Part 16,
Montana Code Annotated as now in effect and as it may from time to time hereafter be amended or
supplemented.
"Adiusted Interest Rate" shall mean the interest rate on the Loan determined and established
pursuant to the Promissory Note hereto and the Loan Agreement or Bond Resolution.
"Adiustment Date" means the Initial Adjustment Date or a Subsequent Adjustment Date.
"Adjustment Period" means the period beginning on an Adjustment Date and ending on the
day before the next succeeding Adjustment Date.
"Amortization Schedule" means the schedule prepared for a loan advance to the Borrower
showing the principal amount advanced, the amortization of the principal, and the interest and principal
payments due to the Subsequent Interest Adjustment Date.
"Authorized Representative" shall mean the officers of the Borrower designated by the
Governing Body and set forth in the Application and signed on behalf of the Borrower by a duly authorized
official.
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"fuuud" means the Board of Investments of the State of Montana, a public body corporate
organized and existing under the laws of the State and its successors and assigns.
"B2illls." means the Board of Investments of the State of Montana's Annual Adjustable Rate
Tender Option Municipal Finance Consolidation Act Bonds (INTERCAP Revolving Program) authorized to
be issued for the Program. ~
"Borrower" means the Eligible Government Unit which is set forth on the cover of this
Agreement and which is borrowing and using the proceeds of the Loan to finance, refinance or be
reimbursed for, all or a portion of the Cost of the Total Project.
"Borrower Act" means the section of Montana Code Annotated indicated on the cQver hereto,
that authorizes an Eligible Government" Unit to borrow money on terms consistent with the Program.
" Borrower Resolution" means a resolution, duly and validly adopted by a Borrower
authorizing the execution and delivery to the Board of an Agreement and Note, in substantially the form
provided, or such other form of Resolution that the Board may approve and all amendments and supplements
thereto.
"Commencement Date" means the date of the Agreement as set forth on the cover hereof
when the term of this Agreement begins and the obligation of the Borrower to make Loan Repayments
begins to accrue.
"Counsel" means an attorney or firm of attorneys duly admitted to practice law before the
highest court of any state.
"Default" means an event or condition the occurrence of which would, with the lapse of time
or the giving of notice or both, become an Event of Default.
"Eligible Government Unit" shall mean any municipal corporation or political subdivision of
the state, including without limitation any city, town, county, school district, or other special taxing district
or assessment or service district authorized by law to borrow money or any board, agency, or department
of the state, or the board of regents of the Montana university system when authorized by law to borrow
money.
"Event of Default" means any occurrence or event described in Article X hereof.
"Fiscal Year" means the fiscal year of the Borrower beginning on July 1 and ending June 30.
"Governing Body" shall mean (i) with respect to a county, the Board of County
Commissioners, (ii) with respect to a city, the City Council or Commission, and (iii) with respect to a
school district, county water or sewer district, hospital district, rural fire district, or any other special
purpose district, the Board of Trustees.
"Indenture" means that certain Indenture of Trust, dated as of March 1, 1991, by and between
the Board and the Trustee, as originally executed or as it may from time to time be supplemented, modified
or amended in accordance with its terms.
"Initial Adiustment Date" means the first February 16 following the date of the Agreement.
"Initial Interest Rate" means the Loan Rate from the date of the Agreement to the Initial
Adjustment Date.
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"L2.lrn" means the loan of money by the Board to the Borrower under the terms of this
Agreement pursuant to the Act and the Borrower Act, evidenced by the Note.
"Loan Ae:reement" or "Agreement" means this Agreement, including, the attachments hereto,
as originally executed or as they may from time to time be supplemented, modified or amended in
accordance with the terms hereof and of the Indenture. ~
"Loan Date" means the date of closing a Loan.
"Loan Rate" means the rate of interest on the Loan as provided for in Section 5.01 of this
Agreement.
"Loan Repayment Date" -means February 15th and August 15th or, if any such day is not a
Business Day, the next Business Day thereafter, during the term of the Loan.
"Loan Repayments" means the payments payable by the Borrower pursuant to Article V of
this Agreement.
"Loan Term" means the term provided for in Article V of this Agreement.
"Maximum Interest Rate" means the maximum rate of interest on the loan which shall not
exceed fifteen percent (15 %) per annum.
"~" means the promissory note executed and delivered by the Borrower attached hereto
and made a part hereof.
"Orieination Fee" shall mean one percent (1 %) of the Requested Loan Amount, which will
be added to the Loan on a pro-rata basis for each disbursement and will be used to help defray, in part,
the Board's Program Expenses.
"Program" means the Board's INTERCAP Program established under the Act and pursuant
to which the Board finances Projects for Eligible _ Government Units.
"Program Expenses" means the expenses of the Program, including (without limitation) the
fees and expenses of the Trustee and such other fees and expenses of the Program or of the Board relating
thereto as shall be approved by the Board.
"Proiect" means those items of equipment, personal or real property improvements to be
acquired, installed, financed or refinanced under the Program and set forth in the Description of the
Project/Summary of Disbursements attached hereto.
"Proiect Costs" shall mean the portion of the costs of the Total Project to be financed by the
INTERCAP Loan, including the Origination Fee. The Project Costs may not exceed the Approved Loan
Amount as set forth on the cover hereof.
" Series Supplemental Indenture of Trust" means a Supplemental Indenture of Trust
authorizing the issuance of an additional series of bonds in accordance with the provisions of the Indenture.
"S1a1e." means the state of Montana.
"Subsequent Interest Adjustment Date or Subsequent Adiustment Date" means February 16
in the years the Loan remains outstanding.
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"Term Sheet" shall mean the document containing the terms and conditions issued by the
Board to the Borrower that must be satisfied prior to entering into a Loan Agreement.
"Term Sheet Issuance Date" means the date the Board executes its Term Sheet under the
Board's Program.
.
"Total Proiect" shall mean the project as described in Section 14 of the Term Sheet and/or
Section 2 of the application, of which some or all is to be financed by the INTERCAP Loan.
"Total Proiect Costs" shall mean the entire cost of acquiring, completing or constructing the
project as further described in Section 14 of the Terms & Conditions Sheet and/or Section 2 of the
application.
"Trustee" means the First Trust Company of Montana National Association, a corporation
organized and existing under the laws of the United States, or its successor as trustee as provided in the
Indenture.
Section 1.02. Rules of Interpretation. For all ,purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
(a) "This Agreement" means this instrument as originally executed and as it may from time
to time be modified or amended.
(b) All references in this instrument to designated " Articles" , " Sections" and other
subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as
originally executed. The words "herein", "hereof", "hereunder", and "herewith" and other words
of similar import refer to this Agreement as a whole and not to any particular Article, Section or
other subdivision.
(c) The terms defined in this Article have the meanings assigned to them in this Article
and include the plural as well as the singular.
(d) All accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles.
(e) The terms defined elsewhere in this Agreement shall have the meanings therein
prescribed for them.
(0 Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter gender.
(g) The headings or captions used in this Agreement are for convenience of reference only
and shall not define or limit or describe any of the provisions hereof or the scope or intent hereof.
(h) This Agreement shall be construed in accordance with the laws of the State.
Section 1.03. Attachments The following are attachments and a part of this Agreement:
Description of the Project/Summary of Disbursements.
Borrower's Draw Certificate.
Promissory Note.
Opinion of Borrower's Counsel.
Certificate of Appropriation (if applicable).
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ARTICLE II. REPRESENTATIONS. COVENANTS AND WARRANTIES OF BORROWER.
Section 2.01. Representations and Warranties. Borrower represents and warrants for the benefit
of the Board, the Trustee and the Bondholders as follows:
(a) Organization and Authority. The Borrower: "
(1) is a political subdivision of the State of Montana; and
(2) has complied with all public bidding and other State and Federal laws
applicable to this Agreement and the acquisition or installation of the Project.
(b) Full Disclosure. There is no fact that the Borrower has not disclosed to the Board
or its agents in writing that materially adversely affects or (so far as the Borrower can now foresee),
except for pending or proposed legislation or regulations that are a matter of public information
affecting the ability of the Borrower to levy property taxes, collect fees and charges for services
provided by the Borrower or otherwise receive revenues, that will materially adversely affect the
properties, activities, prospects or condition (financial or otherwise) of the Borrower or the ability
of the Borrower to make all repayments and otherwise perform its obligations under this Agreement
and the Note.
(c) Pendin~ Litigation. There are no proceedings pending, or to the knowledge of the
Borrower threatened against or affecting the Borrower in any court or before any governmental
authority or arbitration board or tribunal that, if adversely determined, would materially adversely
affect the properties, activities, prospects or condition (financial or otherwise) of the Borrower, or
the ability of the Borrower to make all Loan Repayments and otherwise perform its obligations under
this Agreement, the Note, and that have not been disclosed in writing to the Board.
(d) Borrowin~ Legal and Authorized. The transaction provided for in this Agreement and
the Note:
(1) are within the powers of the Borrower and have been duly authorized by all
necessary action on the part of the Borrower, including the adoption of a resolution
substantially in the form provided hereto with such modification as may be provided by the
Board; and
(2) will not result in any breach of any of the terms, conditions or provisions of,
or constitute a default under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Borrower pursuant to any indenture, loan
agreement or other instrument (other than this Agreement and the Note) to which the
Borrower is a party or by which the Borrower may be bound, nor will such action result in
any violation of the provisions of any state laws, or ordinances or resolutions of the
Borrower; and
(3) the amount of the Loan represented hereby has been added to the amount of all
other outstanding debt of the Borrower and together therewith does not result in the Borrower
exceeding its statutory debt limitation.
(e) No Violation. No event has occurred and no condition exists that, upon execution of
this Agreement, the Note, or receipt of the Loan, would constitute a Default or an Event of Default.
The Borrower is not in violation in any 'material respect, and has not received notice of any claimed
violation, of any term of any agreement, statute, ordinance, resolution, bylaw or other instrument
to which it is a party or by which it or its property may be bound.
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(f) Use of Proceeds. The Borrower will apply the proceeds of the Loan solely to finance
the Project Costs described in the Description of the Project/Summary of Disbursements attached
hereto.
(g) Completion of the Total Project: Payment of Total Proiect Costs. The Borrower shall
proceed diligently to complete the Total Project and to obtain tl\e necessary funds to pay the Total
Project Costs thereof. The Borrower shall pay any amount required for the acquisition, construction
and equipping of the Total Project in excess of the Approved Loan Amount as set forth on the cover
hereof.
Section 2.02. Particular Covenants of Borrower.
(a) Compliance with Statutory Requirements. Competitive Bidding. Montana Labor Laws.
Environmental Review. and Other Legal Requirements. The Borrower has complied with all statutory
requirements, including competitive bidding and labor requirements and environmental review,
applicable to the acquisition and construction of the Project.
(b) Maintenance and Use of Proiect. The Borrower shall maintain the Project in good
condition, make all necessary renewals, replacements, additions, betterments and improvements
thereto and maintain insurance with respect to the Project, its other properties and its operations in
such amounts and against such risks as are customary for governmental entities such as the
Borrower.
(c) Financial Reports and Audits. The Borrower shall comply with the provisions of Title
2, Chapter 7, Part 5 Montana Code Annotated and shall file with the Board financial reports and
audits when such reports and audits are required to be filed by the Department of Commerce.
(d) Liens. The Borrower shall not create, incur or suffer to exist any lien, charge or
encumbrance on the property constituting the Project prior to the security interest granted hereunder
other than (i) any security interest or lien pursuant to a loan agreement, mortgage, deed of trust,
indenture or similar financing agreement of the Borrower in force and effect as of the date of this
Agreement which creates a security interest or lien in after-acquired property of the Borrower and
which is approved in writing by the Board, (ii), any security interest, mortgage or deed of trust
permitted in writing by the Trustee, or (Hi) any security interest or lien imposed or arising by statute
or operation of law.
(e) Expenses. The Borrower will, at the request of the Board, pay all expenses relating to
the Loan, the Note, and this Agreement.
ARTICLE III. LOAN TO BORROWER.
Subject to the terms and conditions of this Agreement, the Board hereby agrees to loan and
advance to the Borrower, and the Borrower agrees to borrow and accept from the Board, the Loan in the
principal amount not to exceed the Approved Loan Amount as set forth on the cover hereof.
ARTICLE IV. LOAN PROVISIONS.
Section 4.01. Commencement of Loan Agreement. This Agreement shall commence on the date
hereof unless otherwise provided in this Agreement.
Section 4.02. Termination of A~reement. This Agreement will terminate upon payment in full of
all amounts due under this Agreement and upon the full and complete performance and payment of all of
the Borrower's other obligations hereunder. Until such termination, all terms, conditions, and provisions
of this Agreement shall remain in full force and effect
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Section 4.03. Term of Loan A~reement. This Agreement shall be valid for the entire loan amount
approved for one year from the Term Sheet Issuance Date. Beginning one year after the Term Sheet
Issuance Date, the Board may refuse to make a loan advance if the Board determines that there has been
a material adverse change in the circumstances of the Borrower.
Section 4.04. Loan Closin~ Submissions. Concurrently with ,the execution and delivery of this
Agreement, the Borrower is providing to the Board and the Trustee, the following documents (except that
the Board may waive any of such documents):
(a) A certified resolution of the Borrower in form and substance substantially identical to
that provided hereto; provided, however, that the Board may permit variances in such certified
resolution from the form or substance of such resolution if, in the good faith judgment of the Board,
such variance is not to the material detriment of the interests of the Program, the Bondholders and
such certified resolutions are acceptable to the Trustee;
(b) An opinion of the Borrower's counsel in form and substance substantially identical to the
Attorney's Opinion hereto; provided, however, that the Board may permit variances in such opinion
from the form or substance of such Attorney's Op.inion if, in the good faith judgment of the Board,
such variance is not to the material detriment of the interests of the Program, the Bondholders and
such opinion is acceptable to the Trustee;
(c) A bill, or bills of sale, construction contract or contracts, invoice or invoices, purchase
order or purchase orders or other evidence satisfactory to the Board that the Project has been
purchased, ordered, constructed or installed by the Borrower or that any construction has been
substantially completed and that payment therefor is due and owing or, if the Borrower is to be
reimbursed, that payment has been made; and for any debt being refinanced, the canceled note or
other financing document or other evidence satisfactory to the Board of such refinancing;
(d) Such other closing documents and certificates as the Board may reasonably request.
Section 4.05. Initial and Subsequent Draws of Loan. For the initial draw of the Loan, the Borrower
shall deliver to the Board an executed copy of the Agreement, complete with all attachments as listed in
Section 4.04 including the Note and the Agreement Resolution and other documents the Board requires.
An Origination Fee of one percent (1.0%) of the Requested Loan Amount will be added to
the loan on a pro-rata basis for each disbursement. For subsequent draws, if applicable, the Borrower shall
deliver to the Board, an executed copy of a Disbursement Request and any other documents the Board
requires.
ARTICLE V. LOAN REPAYMENTS AND NOTE.
Section 5.01. Payment of Loan Repayments.
(a) The Loan Repayment Dates shall be on February 15 and August 15 of each year with
the first Loan Repayment Date determined as follows:
First Loan Payment
Date of Draw Repayment Date Consisting of:
February 15 through April 14 August 15 Principal and Interest
April 15 through June 14 August 15 Interest only
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June 15 through August 14 February 15 Principal and interest
from date of draw
August 15 through October 14 February 15 Principal and Interest
October 15 through December 14 February 15 Interest only
~
December 15 through February 14 August 15 Principal and Interest
from date of draw
(b) Borrower hereby agrees to make Loan Repayments to the Trustee on each Loan
Repayment Date to be calculated by the Trustee and consisting of the sum of the following items:
(i) Principal in an amount based upon the initial Amortization Schedule, the
Amortization Schedule being initially determined utilizing the Initial Interest Rate. Each
advance of the principal of the, Loan as shown on the Amortization Schedule shall be repaid
in semiannual installments on each Loan Repayment Date commencing on the first Loan
Repayment Date following the date thereof and ending on the final maturity date set forth on
the Amortization Schedule. Principal payments will not be adjusted but the interest payment
will be adjusted as provided in Section 5.01 hereof.
(ii) Interest for each Adjustment Period at the Loan Rate.
(c) The Loan Rate shall equal the interest rate on the Board's bonds, as determined pursuant
to Section 3.03 of the Indenture, plus up to I1h % per annum as is necessary to pay the Borrower's
share of Program Expenses as determined by the Board. The interest rate on the loan shall not
exceed 15 % per annum.
(d) Within thirty days of the Adjustment Date the Trustee shall calculate the new interest
component of the Loan Repayments and shall send a revised Amortization Schedule to the Borrower
showing the amount of the Borrower's semiannual Loan Repayments.
(e) Loan Repayments may be made by check or wire transfer of funds to the Trustee.
Section 5.02. Delinquent Loan Payments. From and after any Loan Repayment Date, until repaid,
the Loan shall bear interest at a rate equal to two percent on the yield (coupon equivalent) as of the Loan
Repayment Date, on United States of America Treasury Bills of a duration as close as possible to the term
over which the Loan Repayment is delinquent.
Section 5.03. The Note. On the date of this Agreement, the Borrower shall execute the attached
Note. The obligations of the Borrower under the Note shall be deemed to be amounts payable under
Section 5.01. Each payment made to the Trustee pursuant to the Note shall be deemed to be a credit
against the corresponding obligation of the Borrower under Section 5.01 and any such payment made to the
Trustee shall fulfill the Borrower's obligation to pay such amount hereunder and under the Note.
ARTICLE VI. TERM.
The term of the Loan will be a maximum of ten (10) years and the specific term for each loan draw
will be set forth in the Borrower's Draw Certificate.
ARTICLE VII. OBLIGA TlONS OF BORROWER UNCONDITIONAL.
Section 7.01. Obligations of Borrower. The obligations of the Borrower to make the payments
required hereunder shall be absolute and unconditional without any defense or right of set off, counterclaim
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or recoupment by reason of any default by the Board under the Loan Agreement or under any other
indebtedness or liability at any time owing to the Borrower by the Board or for any other reason.
ARTICLE VIII. FINANCIAL COVENANTS (GENERAL FUND).
Section 8.01. Representations as to Impact of 1-105. as Amen<4d by Subsequent Leiislative Acts.
The Borrower recognizes and acknowledges that the amount of taxes it may levy on certain classes of
property may not exceed the amount of taxes levied for taxable year 1986, subject to certain limitations set
forth in 1-105, as amended by subsequent legislative acts (the Property Tax Limitation Act). The Borrower
is familiar with the Property Tax Limitation Act and acknowledges that the Loan Repayments to be made
under the Agreement and Note are not exceptions to the provisions of the Property Tax Limitation Act.
The Borrower represents and covenants that such Loan Repayments can and will be made from revenues
available to the Borrower, notwithstanding the provisions of the Property Tax Limitation Act.
Section 8.02. Levy and Appropriate Funds to Repay Loan. The Borrower agrees that in order to
meet its obligation to make the Loan Repayments and all other payments hereunder that it will budget, levy
taxes for and appropriate in each fiscal year during the term of this Agreement an amount sufficient to pay
the principal of and interest hereon subject to the limitations of the Property Tax Limitation Act.
Section 8.03. Reports and Opinion: Inspections.
(a) The Borrower shall deliver to the Board by no later than August 15 of each year during
the term of this Agreement, a certificate in substantially the form attached hereto that the Governing
Body of the Borrower has budgeted and appropriated for the then current Fiscal Year an amount
sufficient to make the Loan Repayments due in that Fiscal Year, as required in Article VIII hereof.
(b) The Borrower agrees to permit the Board and the Trustee to examine, visit and inspect,
at any reasonable time, the property constituting the Project, and the Borrower's facilities, and any
accounts, books and records, including its receipts, disbursements, contracts, investments and any
other matters relating thereto and to its financial standing, and to supply such reports and
information as the Board or the Trustee may reasonably require.
ARTICLE IX. DISCLAIMER OF WARRANTIES.
THE BOARD AND ITS AGENTS MAKE NO WARRANTY OR REPRESENTATION, EITHER
EXPRESSED OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR
FITNESS FOR ANY OR A PARTICULAR PURPOSE OR FITNESS FOR USE OF THE PROJECT OR ANY
PORTION THEREOF OR ANY OTHER WARRANTY WITH RESPECT THERETO. In no event shall the
Board or the Trustee or their respective agents be liable for any incidental, indirect, special or consequential
damages in connection with or arising out of this Agreement or the Project or the existence, furnishing,
functioning or Borrower's use of the Project or any item or products or services provided for in this
Agreement.
ARTICLE X. OPTION TO PREPAY LOAN.
The Borrower may prepay the Loan in whole or in part upon giving 30 days prior written
notice to the Board.
If the Loan is prepaid in part, the principal amount of the Loan shall be reduced by the
portion of the prepayment representing principal and the Loan shall be reamortized by ratably reducing the
principal portion of each remaining Loan Repayment.
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ARTICLE XI. ASSIGNMENT.
Section 11. 0 1. Assif:nment by Board or Trustee.
(a) The Borrower expressly acknowledges that all right, qtle and interest of the Board in and
to this Agreement (except for the rights of the Board to indemnification pursuant to Section 13.08
hereof) and the Note have been assigned to the Trustee, as security for the Bonds, under and as
provided in the Indenture, and that if any Event of Default shall occur, the Trustee shall be entitled
to act hereunder in the place and stead of the Board. In addition, the Borrower acknowledges that
the Board has appointed the Trustee as servicer entitled to act hereunder in the place and stead of
the Board. This Agreement and the Note, including (without limitation) the right to receive
payments required to be made' by the Borrower hereunder and to compel or otherwise enforce
performance by the Borrower of its other obligations hereunder, may be further assigned and
reassigned in whole or in part to one or more assignees or subassignees by the Trustee at any time
subsequent to their execution without the necessity of obtaining the consent of the Borrower.
Forthwith upon any such assignment the Trustee shall notify the Borrower thereof.
(b) The Borrower acknowledges that payment of the Bonds does not constitute payment of
the amounts due under this Agreement.
Section 11.02. Assignment by Borrower. This Agreement may not be assigned or encumbered by
the Borrower for any reason without the express written consent of the Trustee and the Board.
ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES.
Section 12.01. Events of Default Defined.
If any of the following events occur, it is hereby defined as and declared to be and to
constitute an "Event of Default":
(a) Failure by the Borrower to pay any Loan Repayment required to be paid hereunder at
the time specified herein and the continuation of such failure for a period of three (3) days after
telephonic or telegraphic notice by the Trustee that such payment has not been received;
(b) Failure by the Borrower to observe and perform any covenant, condition or agreement
on its part to be observed or performed under this Agreement, other than as referred to in Section
12.01(a) for a period of thirty (30) days after written notice, specifying such failure and requesting
that it be remedied, is given to the Borrower by the Trustee, unless the Trustee shall agree in
writing to an extension of such time prior to its expiration; provided, however, if the failure stated
in the notice cannot be corrected within the applicable period, the Trustee will not unreasonably
withhold their consent to an extension of such time if corrective action is instituted by the Borrower
within the applicable period and diligently pursued until the Default is corrected;
(c) Any warranty, representation or other statement by or on behalf of the Borrower
contained in this Agreement or in any instrument furnished in compliance with or in reference to
this Agreement or in connection with the Loan, is false or misleading in any material respect;
(d) The Borrower files a petition in voluntary bankruptcy under the United States Bankruptcy
Code or seeking relief under any provision of any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or
hereafter in effect, or consents to the filing of any petition against it under such law;
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(e) The Borrower is generally not paying its debts as such debts become due, or becomes
insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custodian (including
without limitation a receiver, liquidator or trustee) of the Borrower or any of its property is
appointed by court order or takes possession thereof and such order remains in effect or such
possession continues for more than 30 days;
.
Section 12.02. Notice of Default. The Borrower agrees to give the Trustee and the Board prompt
written notice if any petition referred to in Section 12.01(d) is filed by the Borrower or of the occurrence
of any other event or condition which constitutes a Default or an Event of Default immediately upon
becoming aware of the existence thereof.
Section 12.03. Remedies on Default. If an Event of Default referred to in Section 12.01(d) shall
have occurred, the Trustee shall declar-e the Loan and all other amounts due hereunder to be immediately
due and payable, and upon notice to the Borrower the same shall become due and payable without further
notice or demand. Whenever any Event of Default referred to in Section 12.01 hereof shall have happened
and be continuing, the Trustee or the Board. shall have the right to take any action permitted or required
pursuant to the Indenture and shall take one or any combination of the following remedial steps:
(a) Declare the Loan and all other amounts due hereunder to be immediately due and
payable, and upon notice to the Borrower the same shall become immediately due and payable by
Borrower without further notice or demand; and
(b) Take whatever other action at law or in equity may appear necessary or desirable to
collect the amounts then due and thereafter to become due hereunder or to enforce any other of its
or the Board's rights hereunder, including without limitation, the appointment of a receiver as
provided in the Act.
Section 12.04. Attorneys Fees and Other Expenses. The Borrower shall on demand pay to the
Board or the Trustee the reasonable fees and expenses of attorneys and other reasonable expenses incurred
by either of them, or by any agency of the State selected by the Board to act on its behalf or by the
Attorney General, in the collection of Loan Repayments or any other sum due or the enforcement of
performance of any other obligations of Borrower upon an Event of Default.
Section 12. 05. Application of Moneys. Any moneys collected by the Board or the Trustee pursuant
to Section 12.03 hereof shall be applied (a) first, to pay any attorney's fees or other fees and expenses
owed by Borrower pursuant to Section 12.04 hereof; (b) second, to pay interest due on the Loan; (c) third,
to pay principal due on the Loan; (d) fourth, to pay any other amounts due hereunder; and (e) fifth, to pay
interest and principal on the Loan and other amounts payable hereunder but which are not due, as they
become due (in the same order, as to amounts which come due simultaneously, as in (a) through (d) in this
Section 12.05).
Section 12.06. No Remedy Exclusive. Waiver and Notice. No remedy herein conferred upon or
reserved to the Board or the Trustee is intended to be exclusive and every such remedy shall be cumulative
and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at
law or in equity. No delay or omission to exercise any right, remedy or power accruing upon any Default
or Event of Default shall impair any such right, remedy or power or shall be construed to be a waiver
thereof, but any such right, remedy or power may be exercised from time to time and as often as may be
deemed expedient. In order to entitle the Board or the Trustee to exercise any remedy reserved to it in
this Article XII, it shall not be necessary to give any notice, other than such notice as may be required in
this Article XII.
12
---- -------
--.----
. ..
.
ARTICLE XIII. MISCELLANEOUS.
Section 13 .01. Notices. All notices, certificates or other communications hereunder shall be
sufficiently given and shall be deemed given when hand delivered or five days after mailed by registered
or certified mail, postage prepaid, to the Borrower at the address speciQed on the cover hereof and to the
other parties at the following addresses:
(1) Board: Montana Board of Investments
Attn: Bond Program Office
P.O. Box 200126
Helena, Montana 59620-0126
(2) Trustee: First Trust Company of Montana National Association
Attn: Corporate Trust Department
P.O. Box 30678.
Billings, Montana 59115
Any of the parties may, by notice in writing given to the others, designate any further or different addresses
to which subsequent notices, certifies or other communications shall be sent.
Section 13.02. Bindina1 Effect. This Agreement shall inure to the benefit of and shall be binding
upon the Board, the Borrower and their respective successors and assigns.
Section 13.03. Severability. In the event any provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
Section 13.04. Amendments. Changes and Modifications. This Agreement may not be amended by
the Board and the Borrower unless such amendment shall have been consented to in writing by the Trustee.
Section 13. 05. Execution in Counterparts. This Agreement may be simultaneously executed in
several counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 13.06. Applicable Act. This Agreement shall be governed by and construed in accordance
with the laws of the State.
Section 13.07. Consents and Approvals. Whenever the written consent or approval of the Board
shall be required under the provisions of this Agreement, such consent or approval may be given by the
Executive Director of the Board, unless otherwise provided by law or by rules, regulations or resolutions
of the Board or unless delegated to the Trustee.
Section 13.08. Indemnity. The Borrower agrees to indemnify and hold harmless the Board and the
Trustee, their respective officers, employees and agents, from and against any and all losses, claims,
damages, liability or expenses, of every conceivable kind, character and nature whatsoever, including, but
not limited to, losses, claims, damages, liabilities or expenses (including reasonable fees for attorneys,
accountants, consultants and other experts) (collectively referred to hereinafter in this Section 13.08 as
"Damages") as follows:
(a) For all Damages arising out of, resulting from or in any way connected with the Loan
or this Agreement, without limitation; and
13
"
. . . , .
.. ,
(b) For all Damages arising out of, resulting from or in any way connected with the
acquisition, construction, installation and operation of the Project.
Notwithstanding the foregoing, the Borrower shall have no liability for damages solely arising out of,
resulting from or connected to the Loan or Agreement of any other Borrower.
"
Section 13.09. Waiver of Personal Liability. No member, officer, agent or employee of the Board
shall be individually or personally liable for the making of the Loan or be subject to any personal liability
or accountability by reason hereof; but nothing herein contained shall relieve any such member, officer,
agent or employee from the performance of any official duty provided by law or by this Agreement.
Section 13.10. Captions. The captions or headings in this Agreement are for convenience only and
in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement.
IN WITNESS WHEREOF, the Board has executed this Agreement by its duly authorized
officers and the Borrower has caused this Agreement to be executed in its name by its duly authorized
officers. All of the above occurred as of the date first, above written.
BOARD OF INVESTMENTS OF THE
STA OF MONT ANA
---------.-
David Ewer
Senior Bond Program Officer
CITY OF BOZEMAN
~/~-~
By Alfred M. Stiff
Its Mayor
(JESS OR ~
~X ~
By Robin Sullivan
Its Clerk of Commission
14
,
DESCRIPTION OF THE PROJECT/SUMMARY OF DISBURSEMENTS
FOR t(g~~
CITY OF BOZEMAN
\0 Allocated
Amount
of Loan
Description of Items to be Financed
1. Purchase Bozeman Professional Building $675,000.00
2. Capitalized Origination Fee 6.750.00
TOTAL $681,750.00
Draw Description Amount Date of Amount Amount Remaining
# of Item Allocated Draw of Remaining Reserved
for Item Draw for Item Amount
Reserved Amount $ 681,750.00
0484-01 #1 above 675,000.00 3/20/98 675,000.00 0.00 6,750.00
0484-01 #2 above 6,750.00 3/20/98 6,750.00 0.00 0.00
DESCRIPTION OF PROJECT/SUMMARY OF DISBURS-l
------------ -- --
~ , ,
f"
.' (C(Q)(P'V
BORROWER'S DRAW CERTIFICATE NO.1
FOR DISBURSEMENT OF FUNDS
UNDER THE LOAN AGREEMENT
The undersigned, Authorized Representative of City of Bozeman (the "Borrower")
under the Loan Agreement, dated as of March 20, 1998 (the "Loaft Agreement"), by and between
the Board of Investments of the state of Montana (the "Board"), certify pursuant to Section 4.04,
as follows:
1. We have read Section 4.05 of the Loan Agreement and the subsections of
Section 4.04 referred to therein and have reviewed appropriate records and documents of the
Borrower relating to matters covered by this Certificate. All capitalized terms used in this
Certificate shall have the meanings given them in the Loan Agreement unless otherwise defined
herein;
2. All terms and conditions of the Loan Agreement to be complied with by the
Borrower as of the date hereof have been complied ~ith and satisfied, and all documents described
in Section 4 have been delivered;
3. The item number, amount, and nature of each item of Project Costs, as shown
on the attached Borrower's Cash Advance Certificate, hereby requested to be reimbursed or paid to
the Borrower (a) has been paid or incurred, (b) is an eligible Project Cost, and (c) has not been
previously reimbursed or paid by the Program under the Loan Agreement;
4. To our knowledge after reasonable investigation, there has been no default by
the Borrower under the Loan Agreement, which has not been cured; and
5. All representations and warranties made by the Borrower in the Loan Agreement
are true and correct on and as of the date of this Borrower's Certificate with the same effect as if
made on such date.
You are hereby requested to advance pursuant to Section 4.05 of the Loan Agreement
the amount shown on the Borrower's Cash Advance Certificate and make payment to the entitled
entity to receipt thereof as shown on said Certificate.
WITNESS my hand this 20th day of March, 1998.
CITY OF BOZEMAN
~/.~~~
By Alfred M. Stiff
Its Mayor
ATTEST:
QJ:- 01' .Lj'g~
By Robin Sullivan
Its Clerk of Commission
BORROWER'S DRAW CERTIFlCATE-l
i .
.'"""
BORROWER'S CASH ADVANCE CERTIFICATE NO.1
1. Closing Date for Loan: March 20, 1998 '"
2. Project Cost (includes Origination Fee): $681,750.00
3. Cash Amount to be Advanced (wire): $675,000.00
4. The Term Over Which the Loan Advance is to be Amortized:
March 20, 1998 through February 15, 2008
5. Items to be Financed (serial number, model):
I.t.e.m Amount
Purchase Bozeman Professional Building $675,000.00
Origination Fee 6.750.00
Total $681,750.00
SPECIAL INSTRUCTIONS:
- wire funds to: American Bank
ABA # 092901227
FFC City of Bozeman
Acct. # 0311000592
BORROWER'S DRAW CERTIFlCATE-2
.
, .
PROMISSORY NOTE ~(F\\\@~
\\....,/ ., \. ) 1
FOR VALUE RECEIVED, City of Bozeman, a political subdivision organized under the laws
~
of the state of Montana (the "Borrower"), hereby promises to pay to the orger of the Board of Investments
of the State of Montana (the "Board") the principal amount of SIX HUNDRED EIGHTY-ONE THOUSAND
SEVEN HUNDRED FIFTY DOLLARS ($681,750.00) or such lesser amount as shall actually be advanced
to the Borrower under the Loan Agreement (hereinafter defined) as evidenced by the Amortization Schedule
attached hereto and as annually revised by March 15 for every year the loan advance is outstanding,
together with interest thereon in the amount calculated as provided in the Loan Agreement, payable
semiannually on February 15 and August 15 in the amounts and as provided in the Loan Agreement and
as set forth hereto.
The maturity date of this loan as evidenced by this Promissory Note is February 15, 2008
or sooner at the option of the Borrower pursuant to the Loan Agreement.
This Promissory Note is issued pursuant to the Loan Agreement dated as of March 20, 1998,
between the Board and the Borrower (the "Loan Agreement"), and issued in consideration of the loan made
thereunder (the "Loan") and in evidence of the obligations of the Borrower set forth in Section 5 thereof.
This Promissory Note has been assigned to the Trustee under the Indentures of the Program. Payments
hereunder shall be made directly to the Trustee for the account of the Board pursuant to such assignment.
Such assignment has been made as security for the payment of the Board of Investments' INTERCAP
bonds). All of the terms, conditions and provisions of the Loan Agreement are, by this reference hereto,
incorporated herein as a part of this Promissory Note.
Pursuant to the Loan Agreement, advances shall be made to the Borrower under the Loan
Agreement from time to time upon the terms and conditions set forth in the Loan Agreement.
This Promissory Note is entitled to the benefits and is subject to the conditions of the Loan
Agreement. The obligations of the Borrower to make the payments required hereunder shall be absolute
and unconditional without any defense or right of setoff, counterclaim or recoupment by reason of any
default by the Board under the Loan Agreement or under any other indebtedness or liability at any time
owing to the Borrower by the Board or for any other reason.
This Promissory Note is subject to optional prepayment under the terms and conditions
provided in Article VIII of the Loan Agreement upon giving 30 days prior written notice to the Board.
If an "Event of Default" occurs under Section 12.01 of the Loan Agreement, the principal
of this Promissory Note may be declared due and payable in the manner and to the extent provided in
Article X of the Loan Agreement.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Montana to be done, to exist,
to happen and to be performed precedent to and in the issuance of this Note, in order to make it a valid
and binding obligation of the Borrower according to its terms, have been done, do exist, have happened
and have been performed in regular and due form, time and manner as so required; that the Borrower will,
as authorized by and according to applicable provisions and limitations of law annually levy sufficient tax
receipts or collect sufficient revenues, as the case may be, with other funds available therefor, to pay the
principal and interest hereon when due; and that this Note, together with all other indebtedness of the
Borrower outstanding on the date of original issue hereof and on the date of its actual issuance and
delivery, does not exceed any constitutional or statutory limitation of indebtedness of the Borrower.
PROMISSORY NOTE-l
, .
~ . i
IN WITNESS WHEREOF, City of Bozeman has caused this Promissory Note to be duly
executed, attested and delivered, as of this 20th day of March, 1998.
CITY OF BOZEMAN
~f4~
....- .,. /" -
By Alfred M. Stiff
Its Mayor
(SEAL)
ATTEST: "'"""
elL of ~J/~
By Robin Sullivan
Its Clerk of Commission
Board of Investments of the State of Montana hereby assigns the foregoing Loan Agreement
and Promissory Note to First Trust Company of Montana, as Trustee.
BOARD OF INVESTMENTS OF THE
STATE OF MONTANA
~!l-.J 0~A
/ -
By David Ewer
Its Senior Bond Program Officer
SECURITY AGREEMENT-1
. , .
..' ..
MONT ANA BOARD OF INVESTMENTS
ANNUAL ADJUSTABLE RATE TENDER OPTION
MUNICIPAL FINANCE CONSOLIDATION ACT BONDS
(lNTERCAP REVOLVING PROGRAM)
Municipality : City of Bozeman Final Loan Paym~nt: February 15, 2008
Total Loan Commitment: $681,750.00 Total # of Loan Payments: 20
Total Draws to Date: $0.00 Loan/Draw Number: 0484-01
This Draw Down: $681,750.00 Date of this Draw: March 20, 1998
Remaining Loan Commitment: $0.00 Date of Loan Agreement: March 20, 1998
Series: 1998
Payment Interest # Days Interest Principal O/S Loan Total Amount
----.D~ Rate _.,DillL Payment Pa}'IIleIlt Balance of Payment
**Beginning Balance** 681,750.00
08/15/98 4.850% 148 13,407.13 30,015.95 651,734.05 43,423.08
02/15/99 4.850 % 184 15,934.45 27,488.63 624,245.42 43,423.08
08/15/99 181 28,409.55 ' 595,835.87
02/15/00 184 28,855.30 566,980.57
08/15/00 181 29,786.81 537,193.76
02/15/01 184 30,289.06 506,904.70
08/15/01 181 31,231.67 475,673.03
02/15/02 184 31,793.20 443,879.83
08/15/02 181 32,747.46 411,132.37
02/15/03 184 33,371.17 377,761.19
08/15/03 181 34,337.66 343,423.53
02/15/04 184 35,026.61 308,396.92
08/15/04 181 36,005.92 272,391.00
02/15/05 184 36,763.31 235,627.69
08/15/05 181 37,756.07 197,871.62
02/15/06 184 38,585.25 159,286.37
08/15/06 181 39,592.13 119,694.24
02/15/07 184 40,496.64 79,197.60
08/15/07 181 41,518.32 37,679.28
02/15/08 184 37,679.28 0.00
Interest payments shown are actual payments that will be due. Interest payments shown from
February 16, 1998 to February 15, 1999 are computed at 4.85 percent. After February 15, 1998
interest rates will be adjusted to reflect the adjusted interest rate applied on the outstanding
principal balance.
Please make your check payable to: OR Please wire funds to:
First Trust Company of Montana First Bank N .A. (Minneapolis)
P.O. Box 30678 ABA 091000022
Billings, MT 59115 for further credit to First Trust N .A.
Account # 180121167365
Wire Clearing Account # 47300023
Attention: Montana
. . . .
/0Jr~v
CERTlFICA TE OF APPROPRIATION :, I, ({ }!:~
"./)\\ I [I .
"-" ' ~'-."....-"'.- .J
The undersigned Treasurer hereby certifies with respect to the Loan Agreement (the "Loan
Agreement"), dated as of March 20, 1998, by and between City of Bozeman (the "Borrower") and the Board
of Investments (the "Board") that: ..
The Governing Body of the Borrower will prepare its budget for the fiscal year 1999 and include
in that budget an amount designated and sufficient to make the Loan Repayments (as defined in the
"Loan Agreement") due in fiscal year 1999.
Dated this 20th day of March, .1998.
CITY OF BOZEMAN
.~~@~
By Laurae Clark
Its Treasurer
CERTIFICATE OF APPROPRIATION-l
---------------
. ,
(406) 587-5563 (800) 405-5299
Fax (406) 587-8038 Fax (406) 682-5288
1800 West Koch/P.O. Box 396 P.O. Box 1248
Bozeman, Montana 59715/59771-0396 Ennis, Montana 59729
February 27, 1998
The City of Bozeman
411 East Main
Bozeman, MT 59715
RE: Escrow No. 1-56702- TC
Two tracts in Block D of Blacks Addn., Bozeman, Montana
Dear Mr. Stiff,
Your exchange with the above captioned property has been completed. Please find enclosed
copies of the documents to be retained for your records.
Your Title Insurance Policy and any original recorded document due you will be forwarded in
approximately six - eight weeks.
We appreciate having had this opportunity to be of service to you, and if you should have any
questions on this transaction or if we can be of help to you in the future, please contact us,
Sincerely,
b~(
Klondy Phillippi
Escrow Assistant
Enclosures
-
=--~~ . "'"
, ,r OMB No. 2502-0265
A. U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT B. TYPE OF LOAN
SETTLEMENT STATEMENT 1. 0 FHA 2. OFMHA 3. OcoNV. UNINS.
AMERICAN LA D 4. OVA 5. OCONv. INS.
6. FILE NUMBER: 7. LOAN NUMBER:
1-56702-TC
8. MORTGAGE INS. CASE NO.:
C. NOTE:
E.NAME & ADDRESS OF SELLER: Exchange Corporation of Montana P. O. Box 963, Three Forks, MT 59752
City
120. Gross Amount Due From Borrower: 940,304.71 420. Gross Amount Due to Seller:
928,027.73
Previous Edition is Obsolete SB-4~3538-000-1
Form No, 1581 HUD-1 (3-86)
3/86 Page 1 of 3 RESPA, HB 4305.2
Escrow No. : 1-56702-TC
. SETTLEMENT CHARGES .
Paid From Paid From
%= Borrower's Seller's
Funds Funds
At At
Settlement Settlement
mo. to
American Land TitleC;ompany
1400. Total Settlement Charges (Enter on line 103, Section J - and -line 502, Section K)
Form No. 1582 Page 2 of 3 88-4-3538-000-1
:'~'-' EscrGlw No.: 1-56702-TC
SELLER'S AND/OR BORROWER'S STATEMENT
SETTLEMENT DATE I 2/27/98
The Seller's and Borrower's signatures hereon acknowledge their approval and signify their understanding that tax and insurance prorations and reserves
are based on figures for the preceding year or supplied by others or estimated for the current year, and in the event of any change for the current
year, all necessary adjustments will be made between Borrower and Seller directly. Any deficit in delinquent taxes or mortgage payoffs will be
promptly reimbursed to the Settlement Agent by the Seller.
I have carefully reviewed the HUO-1 Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts
and disbursements made on my account or by me In this transaction. I further certify that I have received a copy of the HUO-1 Settlement Statement.
I hereby authorize the Settlement Agent to make expenditures and disbursements as shown above and approve same for payment.
Borrowers/Purchasers Sellers
The City of Bozeman
\'BY'~~~-7~
~lfred M tiff, Mayor
The HUD-1 Settlement Statement which I have prepared is a true and accurate amount of this transaction. I have caused or will cause the funds to be
disbursed In accord ce ith this statement.
Settlement Agent: , '<1 Date: d ,- p( ') f?
Peggy ussell, erican Land Title Company
WARNING: It is a crime to knowingly make false statements to the United States on this or any other similar form. Penalties upon conviction can
include a fine or imprisonment. For details see: Title 18 U.S. Code Section 1001 and Section 1010.
.
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Page 3 of 3
~ , I
. .
GENERAL INSTRUCTIONS
These instructions may be executed in counterpart, each of which shall be deemed an
original regardless of the date of its execution and delivery. All such counterparts shall
constitute one and the same document. These instructions shall be of no effect unless and
until signed by all parties. No amendments shall be of any effect until made in writing,
signed by all parties and delivered to Closing Agent. Each party to this transaction
acknowledges receipt of a copy of these instructions.
All funds received in this closing will be deposited with other funds in a non-interest
bearing trust account of American Land Title Company (AL TC). The undersigned hereby
release AL TC from any liability for any loss to the undersigned which may result from a
lack of FDIC or FSLIC insurance in excess of $100,000.00. All disbursements shall be
made by check of AL TC, unless otherwise instructed. The appropriate party shall pay any
fees related to alternative disbursements. AL TC shall not be responsible for any delay in
closing if funds received are not available for immediate withdrawal.
Any adjustment, payment or proration of a Homeowners Association, Condominium dues,
unrecorded lien, utility charges, installation or connection charges for sewer, water etc.
will be adjusted between the Seller and Buyer outside of closing, unless set forth in the
closing instructions. Any water right transfers will be handled between the parties outside
of this closing.
AL TC shall not be responsible or liable in any maI\ner whatsoever for the sufficiency or
correctness as to form, manner or execution or validity of any documents deposited, not
as to the identity, authority, or rights of any person executing the same, either as to
documents of record or those handled in this closing. Your duties hereunder shall be
limited to the safekeeping of such monies and documents received by you as closing agent,
and for the disposition of the same in accordance with these Closing Instructions.
The principals hereto expressly agree that AL TC has the absolute right to file an action of
interpleader in a court of competent jurisdiction requiring the principals to answer and
litigate their several claims and rights among themselves and you are authorized to deposit
with the Clerk of the Court all documents and funds held in this closing file. In the event
such action is filed, the principals jointly and severally agree to pay your cancellation
charges and costs, expenses and reasonable attorney fees which you are required to
expend or incur in such interpleader action, the amount thereof to be fixed and judgment
to be rendered by the Court. Upon the filing of such action, AL TC shall thereupon be
fully released and discharged from all obligations to further perform any duties or
obligations otherwise imposed.
AL TC is to assume no responsibility or liability for the calculation, deduction, or any other
act such as the withholding of funds and/or for the payment of taxes in compliance with
the Foreign Investment in Real Property Tax Act as amended (IRC 1445 et seq.) or any
other Internal Revenue statute or regulation. The determination of whether such tax is
due and its payment or withholding, if due, shall be handled by the parties outside of
closing.
AL TC is authorized to transfer any monies due either of the parties to this transaction to
any other closing file you may be holding in order to complete said closing or to pay any
charges due you in any other matter.
AL TC is authorized to destroy or otherwise dispose of any and all documents, papers,
instructions, correspondence and other material eight (8) years from the date of closing
without liability and without further notice.
All parties to these instructions acknowledge that AL TC does not provide legal advise nor
has it made any investigation, representations or assurances whatsoever regarding the legal
aspects of compliance of this transaction with any tax, securities or any other state or
federal laws.
, .
. CLOSING INSTRUCTIONS
TO: ESCROW NO: 1-56702-TC
American Land Title Company DATE: February 27, 1998
1800 West Koch
P,O. Box 396
Bozeman, Montana 59715 Escrow Officer: Peggy A Russell
These instructions are being provided to you, as closing agent, to facilitate a transaction
between Buyer and Seller. The parties hereto acknowledge that they have signed a
previous agreement regarding the purchase of the property that is the subject of this
closing; and except as expressly modified, amended or augmented herein remains in full
force and effect. Closing Agent is to be concerned only with the provisions specifically set
forth in these instructions.
Earnest Money Deposit with AL TC 10,000.00
Cash From Buyer 930,000.00
TOT AL SALES PRICE 940,000.00
The parties herewith deliver to you all necessary documents and funds required to comply
with the terms hereof; all of which you may use and expend when you have satisfied the
terms and provisions of these instructions, or are in position to do so, and can issue your
Standard Coverage form Policy of Title Insunlnc~ with liability of $940,000.00 covering
the real estate which is briefly described as Two tracts in Block D of Blacks Addn.,
Bozeman, Montana
INSURING TITLE VESTED IN: The City of Bozeman.
SUBJECT ONLY TO:
Exceptions 1 through 4 as set forth in Schedule B of the Commitment for Title Insurance
No, 1-56702-TC dated January 8, 1998.
Taxes for the year 1998 and subsequent years, City (if any) Special Improvement Districts
and assessments which are a lien not yet due or payable.
Covenants, conditions, restrictions, reservations, and rights of way of record, easements
and the exception of minerals, oil, gas, water, carbons and hydro-carbons on or under said
land, now of record.
Taxes are to be prorated (365 day year) on the basis of the previous year tax and are
considered a final settlement.
1997 Tax = $ 14,295.25 Parcel No. RGH2841 & RGH3317
City Assessments are to be prorated on the basis of a 365 day year based upon the current
year amount.
Buyer and Seller to equally split your closing fee.
Seller is to pay attorney fees for the preparation of documents involved with this
transaction. In the absence of a statement for attorney fees, the fees will be paid outside
of closing.
Owners Title Insurance Policy premium shall be paid for by the Seller.
Seller hereby acknowledges that the closing agent has been placed on actual notice of a
commission agreement pertaining to this closing and said agreement may not be changed
without the consent of the Broker.
'.
; .
It is the intention of the Seller to effect an IRS Code 1031 tax deferred exchange which
will be accomplished under separate instructions.
You are authorized and instructed to adjust or prorate to February 27, 1998.
In addition to amounts set forth above, Buyer will hand you, on or before the date of
closing, funds in an amount to cover adjustments and prorations as set out above, Buyer's
closing fees, title insurance fees, attorney fees, normal recording fees, express delivery
fees, if any, and fire insurance premiums, if applicable.
Seller will deliver to you all instruments and/or funds required to enable you to comply
with these instructions. You are instructed and authorized to use and/or deliver these
instruments and funds as instructed. From said monies, you are instructed and authorized
to deduct and pay Seller's closing fee, attorney fees, normal recording fees, express
delivery fees, if any, title insurance fees. You are instructed and authorized to payoff
bonds, assessments and/or taxes, also any encumbrances of record, plus accrued interest
and charges, if any, to place title in condition called for in these instructions.
The foregoing terms, conditions and instructions (including attached General Instructions)
have been read and are understood by each of the undersigned, who hereby agree to
concur with, approve and accept the same in their entirety.
Buyers deposit of closing funds will be deemed a waiver of any and all contingencies
reflected on any prior agreement ofthe parties.
~
Closing Agent reserves the right to amend the ffiJD-1 Settlement Statement to reflect
changes in payoffs, prorations, etc. in the event that closing is delayed and these changes
are deemed necessary for this transaction.
You are authorized to furnish to any broker or lender identified with this transaction or
anyone acting on behalf of such lender, any information concerning this escrow, copies of
all instructions, amendments and statements upon request.
BUYERS SIGNATURE(S):
Alfred M. Stiff, Mayor
Buyers Mailing Address: 411 East Main, Bozeman, MT 59715
SELLERS SIGNATURE(S): .... "0 17 ~
~ 9 R- ~ ?-i"./.("-X.( ".............'7-'
Y tJ1:bf!.~-tpf{, c!;~-l,..(~Qt,~J. j'1 ~ 6c'Y;..{: e/L-L'--r--t~"-' I'~...::t
/ "Elizabeth E. Williams, by Donald E. Williams, her attorney in fact
qJr, "e ~ ~
~ "/ ~;.,?-
-t::.xc_ _.' 'c-. _-c.k_..t, c.-",_.,<--'
onald E. Williams, Trustee
A O~,.L.:;t!) (L.J~-Gf~--c.~_~nViOIet V. Williams, Trustee
. . /& / f JI--t. .'1/~ ~.J_{q~_" '&....-;' 7? CJ
Sl:4.llers Mqiling..Adaress: ~.// ".... .
.2'~~ /oz4f ~c.:. )/c./
/
~ . . ,
. ..
It is the intention of the Seller to effect an IRS Code 1031 tax deferred exchange which
will be accomplished under separate instructions.
You are authorized and instructed to adjust or prorate to February 27, 1998.
In addition to amounts set forth above, Buyer will hand you, on or before the date of
closing, funds in an amount to cover adjustments and prorations as set out above, Buyer's
closing fees, title insurance fees, attorney fees, normal recording fees, express delivery
fees, if any, and fire insurance premiums, if applicable.
Seller will deliver to you all instruments and/or funds required to enable you to comply
with these instructions. You are instructed and authorized to use and/or deliver these
instruments and funds as instructed. From said monies, you are instructed and authorized
to deduct and pay Seller's closing fee, attorney fees, normal recording fees, express
delivery fees, if any, title insurance fees. You are instructed and authorized to payoff
bonds, assessments and/or taxes, also any encumbrances of record, plus accrued interest
and charges, if any, to place title in condition called for in these instructions.
The foregoing terms, conditions and instructions (including attached General Instructions)
have been read and are understood by each of the undersigned, who hereby agree to
concur with, approve and accept the same in their entirety.
Buyers deposit of closing funds will be deemed a waiver of any and all contingencies
reflected on any prior agreement of the parties.
I
Closing Agent reserves the right to amend the HUD-I Settlement Statement to reflect
changes in payoffs, prorations, etc. in the event that closing is delayed and these changes
are deemed necessary for this transaction.
You are authorized to furnish to any broker or lender identified with this transaction or
anyone acting on behalf of such lender, any information concerning this escrow, copies of
all instructions, amendments and statements upon request.
BUYERS SIGNATURE(S):
~~/ 77~~7'~
Alfre . Stiff, Mayor .
Buyers Mailing Address: 411 East Main, Bozeman, MT 59715
SELLERS SIGNATURE(S):
Elizabeth E. Williams, by Donald E. Williams, her attorney in fact
Donald E. Williams, Trustee
Violet V. Williams, Trustee
Sellers Mailing Address:
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ASSIGNMENT OF LEASE AGREEMENTS
THIS ASSIGNMENT OF LEASE AGREEMENTS is made this 'L 5 day of
February, 1998, from DONALD E. WILLIAMS and VIOLET V. WILLIAMS,
Trustees of the Donald E. Williams and Violet V. Williams
Revocable Trust dated December 14, 1994, and ELIZABETH E.
WILLIAMS, as Assignors, for the benefit of THE CITY OF BOZEMAN,
of P.O. Box 640, Bozeman, Montana 59771, as Assignee.
The property which is subject to the various Lease
Agreements is commonly known as the Bozeman Professional Building
and is more particularly described as follows:
PARCEL I :
Lots I, 2, 3, 4, 5 and 7 feet off of the North side of
Lot 6, Block "D" of Black's Addition to Bozeman,
together with a strip of land beginning at the
Northeast corner of Lot I, Block "D" of Black's
Addition to Bozeman; thence North 6 feet, more or less,
to a po i n t l' South of the sidewalk on the South side
of East Olive Street; thence West parallel with and I'
South of the sidewalk, 150 feet, more or less, to the
extended East line of the alley in Block "D"; thence
South 6 feet, more or less, to the Northwest corner of
Lot 1 . thence East along the North line of Lot I, a
,
distance of 150 feet, more or less, to the place of
beginning, such tract being shown on the plat of
Black's Addition as a portion of Olive Street, all in
Block "D" of Black's Addition to the City of Bozeman,
Montana, according to the official plat thereof on file
and'of record in the office of the Clerk and Recorder
of Gallatin County, Montana.
PARCEL II:
Lots 13, 14, and 15, Block "D" of Black's Addition to
the City of Bozeman, Montana, according to the official
plat thereof on file and of record in the office of the
Clerk and Recorder of Gallatin County, Montana.
The Lease Agreements which are the subject of this
Assignment, copies of which are attached, are described as
follows:
1. Lease Agreement dated July 10, 1997, by and between
Bozeman Professional Building, as Lessor, and Byron
Randall, d/b/a, Rocky Mountain Hearing Aid Co. , as
Tenant, for the lease of Suite 2-B. The term of the
lease runs until noon on July 31, 1998.
2 . Lease Agreement dated December 6, 1996, by and
between Bozeman Professional Building, as Lessor, and
Walking Cross, I nc . , as Tenant, for the lease of
Suite 3-B. The term of the lease runs until noon on
1
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December 31, 2002, and contains an option' to renew
for an additional five year term in the event that
Tenant has performed all of the terms and conditions
of the lease to that time. At the current time, the
Tenant is in default in the payment of rent and the
Assignor reserves the right to recover from the
Tenant any rent which became due under the lease
prior to this Assignment.
3. Lease Agreement dated December 6, 1996, by and
between Bozeman Professional Building, as Lessor, and
Walking Cross, I nc . , as Tenant, for the lease of
Suite I-D. The term of the lease expired on December
31, 1997, but the Tenant continues to occupy the
premises on a month-to-month tenancy. At the current
time, the Tenant is in default in the payment of rent
and the Assignor reserves the right to recover from
the Tenant any rent which became due under the lease
prior to this Assignment.
4. Lease Agreement dated April 3, 1995, by and between
Bozeman Professional Building, as Lessor, and Dr.
Norman Kenck, as Tenant, for the lease of Suite 3-C.
The term of the lease runs until noon on the 30th day
of April 1998.
5. Lease Agreement dated July 1, 1997, by and between
Bozeman Professional Building, as "Contractor"
( Lessor) , and the Montana Department of Corrections,
referred to therein as the "Department, as the
Tenant, for the lease of Suite 3-E. The term of the
lease runs through June 30, 200l.
6. Lease Agreement dated May 25, 1994, by and between
Bozeman Professional Building, as Lessor, and Richard
D. Johnson, as Tenant, for the lease of Suite 3-F.
The original term of the lease expired on April 30,
1997, but the Tenant has retained possession of the
premises since that time and continues to occupy the
premises on a month-to-month tenancy, in accordance
with Article 21 of the Lease Agreement.
7. Lease Agreement dated July 3, 1997, by and between
Bozeman Professional Building, as Lessor, and Hunter
Neil Co. , as Tenant, for the lease of Suite I-C. The
original term of the lease expired on December 31,
1997, but the Tenant has retained possession of the
premises since that time and continues to occupy the
premises on a month-to-month tenancy, in accordance
with Article 21 of the Lease Agreement.
8. u.s. Government Lease for Real Property, Lease No.
57-0343-7-GA13, Dated March 27, 1997, by and between
Bozeman Professional Building, as Lessor, and the
United States of America, referred to therein as
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"Government," for the lease of 180 square feet of
laboratory space and one parking space. The lease
shall run through February 29, 2000.
9. Lease Agreement dated June 13, 1997, by and between
Bozeman Professional Building, as Lessor, and Mark
Behr, as Tenant, for the lease of Suite 1-J. The
original term of the lease expired on December 14,
1997, but the Tenant has retained possession of the
premises since that time and continues to occupy the
premises on a month-to-month tenancy.
10. Lease Agreement dated July 2, 1997, by and between
Bozeman Professional Building, as Lessor, and
Schlauch/Bottcher Construction, LLC, as Tenant, for
the lease of Suite I-A. The original term of the
lease expired on October 31, 1997, but the Tenant has
retained possession of the premises since that time
and continues to occupy the premises on a month-to-
month tenancy, in accordance with Article 1 of the
Lease Agreement.
11. Lease Agreement dated September of 1990, by and
between Bozeman Professional Building, as Lessor, and
James K. Babcock and Frances F. Babcock, as Tenant,
for the lease of Suite I-A, which has since been
transferred to Suite l-B, upon the agreement of the
parties. The original term of the lease expired on
September 30, 1991, but the Tenant has retained
possession of the premises since that time and
continues to occupy the premises on a month-to-month
tenancy.
12. Lease Agreement dated December 6, 1996, by and
between Bozeman Professional Building, as Lessor, and
MSE-HKM Engineering, I nc . , as Tenant, for the lease
of Suite 3-A. The original term of the lease expired
on December 31, 1997, but the Tenant has retained
possession of the premises since that time and
continues to occupy the premises on a month-to-month
tenancy, in accordance with Article 21 of the Lease
Agreement.
13. Lease Agreement dated December 6, 1996, by and
between Bozeman Professional Building, as Lessor, and
MSE-HKM Engineering, I nc . , as Tenant, for the lease
of Suite 3-D. The original term of the lease expired
on December 31, 1997, but the Tenant has retained
possession of the premises since that time and
continues to occupy the premises on a month-to-month
tenancy, in accordance with Article 21 of the Lease
Agreement.
NOW THEREFORE, by and through the terms of this Assignment
and for and in consideration of the promises, conditions,
3
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covenants and obligations contained in this Assignment, the
Assignors hereby assign, set over, convey and transfer to the
Assignee their right, title and interest in and to the above
described Lease Agreements, subject to and under the terms set
forth below, as well as those contained within the leases.
The Assignee assumes and agrees to faithfully carry out the
terms of the Lease Agreements as if it was an original party to
those Agreements and further agrees to protect and save harmless
the Assignors from all damages that may result from the failure
of the Assignee to conform to the terms of this Assignment and
the underlying Lease Agreements. Unless specifically modified or
amended by this Assignment, all of the terms of the original
Lease Agreements referenced above shall remain in full force and
effect and shall become the obligations of the Assignee.
The Assignors warrant and agree that the Leases are
currently in good standing and not in default, except where
otherwise indicated, and the Assignors further warrant that they
are not in breach of the terms of any of the Leases described
above.
Should it become necessary for any of the parties hereto to
institute court proceedings to enforce the terms and conditions
of this Assignment or any of the accompanying documents, the
parties agree that the prevailing party or parties shall be
entitled to recover from the other party or parties all
reasonable court costs and attorney fees. In the event that the
City of Bozeman is determined to be the prevailing party, it
shall be entitled to recover a reasonable portion of the salaries
paid to the City Attorney and/or any deputies for their work on
the matter, in addition to fees paid to outside attorneys.
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment this ~"day of February, 1998.
ASSIGNORS: ASSIGNEE:
& W /~-::i' / p~ ' By:
",_ ICC. ((,f""{/-c.. ." "-(~~
DONALD E. WILLIAMS, Trustee its
'1
X' l(l.."rC-:'/ LV (~r,>-~f'-'l,~_,---..,~
VIOLET V. WILLIAMS, Trustee
~
;... . .,--'.. ".", ... ' . C{;:1 9-f..J:'<;<" .q;t././JZ/;~,;.~----
~!-/~~b~ 4 r-,!z.4/?y~~ -'r - dftf'A'u-;l~--, </ed
ELIZABETH E. WILLIAMS, by
Donald E. Williams, Attorney
in fact
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covenants and obligations contained in this Assignment, the
Assignors hereby assign, set over, convey and transfer to the
Assignee their right, title and interest in and to the above
described Lease Agreements, subject to and under the terms set
forth below, as well as those contained within the leases.
The Assignee assumes and agrees to faithfully carry out the
terms of the Lease Agreements as if it was an original party to
those Agreements and further agrees to protect and save harmless
the Assignors from all damages that may result from the failure
of the Assignee to conform to the terms of this Assignment and
the underlying Lease Agreements. Unless specifically modified or
amended by this Assignment, all of the terms of the original
Lease Agreements referenced above shall remain in full force and
effect and shall become the obligations of the Assignee.
The Assignors warrant and agree that the Leases are
currently in good standing and not in default, except where
otherwise indicated, and the Assignors further warrant that they
are not in breach of the terms of any of the Leases described
above.
Should it become necessary for any of the parties hereto to
institute court proceedings to enforce the terms and conditions
of this Assignment or any of the accompanying documents, the
parties agree that the prevailing party or parties shall be
entitled to recover from the other party or parties all
reasonable court costs and attorney fees. In the event that the
City of Bozeman is determined to be the prevailing party, it
shall be entitled to recover a reasonable portion of the salaries
paid to the Ci ty Attorney and/or any deputies for their work on
the matter, in addition to fees paid to outside attorneys.
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment this ____ day of February, 1998.
ASSIGNORS: ASSIGNEE:
DONALD E. WILLIAMS, Trustee BY~~/ fl7 41fL
its Mayor. City of Bozeman
VIOLET V. WILLIAMS, Trustee
ELIZABETH E. WILLIAMS, by
Donald E. Williams, Attorney
in fact
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WARRANTY DEED
For Value Received, DONALD E. WILLIAMS and VIOLET V. WILLIAMS,
Trustees of the Donald E. Williams and Violet V. Williams Revocable
Trust dated December 14, 1994, and ELIZABETH E. WILLIAMS the
Grantors, do hereby grant, bargain, sell, convey and confirm and
transfer unto THE CITY OF BOZEMAN, whose mailing address is P.O. Box
640, Bozeman, Montana 59715, the Grantee, the following described
premises, in Gallatin County, Montana:
PARCEL I:
Lots 1, 2, 3, 4, 5 and 7 feet off of the North side of Lot
6, Block "D" of Black's Addition to Bozeman, together with
a strip of land beginning at the Northeast corner of Lot
1, Block "D" of Black's Addition to Bozeman; thence North
6 feet, more or less, to a point I' South of the sidewalk
on the South side of East Olive Street; thence West
parallel with and I' South of the sidewalk, 150 feet, more
or less, to the extended East line of the alley in Block
"D" ; thence South 6 feet, more or less, to the Northwest
corner of Lot 1 . thence East along the North line of Lot
,
1 , a distance of 150 feet, more or less, to the place of
beginning, such tract being shown on the plat of Black's
Addition as a portion of Olive Street, all in Block "D" of
Black's Addition to the City of Bozeman, Montana,
according to the official plat thereof on file and of
record in the office of the Clerk and Recorder of Gallatin
County, Montana.
PARCEL II:
Lots 13, 14, and 15, Block "D" of Black's Addition to the
Ci ty of Bozeman, Montana, according to the official plat
thereof on f i 1 e and of record in the office of the Clerk
and Recorder of Gallatin County, Montana.
TO HAVE AND TO HOLD the described premises, with its
appurtenances unto the Grantee, and the Grantors do hereby covenant
to and with the Grantee that they are the owner of the premises in
fee simple; that the premises are free from all encumbrances except
zoning ordinances, building and use restrictions " reservations in
federal patents and previous conveyances, beneficial easements
apparent or of record, covenants of record, terms and conditions of
subdivision plat approval, and the lien of the taxes for 1998 and
subsequent years; that this conveyance is subject to those covenants
contained in Section 30-11-110, MCA, and that they will warrant and
~ '
defend the same from all lawful claims whatsoever.
. /'"
di)
Dated this ___ day of February, 1998.
.) .-S;~*;-~:?
~" ~ .-'<-" r -
\(.. .b\1.~rl.i' ~ c:r:.L/d).- '0-=---" Z !17.....[O:::~, < 7L)("kj~.~;;'~ ,i,:zt;:""-T --r~ )
DONALD E. WILLIAMS, Trustee ELIZABETH E. WILLIAMS, by I"
Donald E. Williams, attorney
in. fact
. / -
t. ./ . 1.--. I ),< I( ,
K.- .:"'<"<--<....r (/, cv;,~ L "'---""r <""'"L
VIOLET V. WILLIAMS, Trustee
STATE OF CALIFORNIA )
County of \fY\p-e\("\q ( ) 5S.
This instrument was acknowledged befor dl5" ,
1998, by DONALD E. WILLIAMS and /l,ET V ___~IL
/ .. ....."
. , OFFICIAL SEAL . i
...... '. ANGELICA BANAGA LL!.l4\.-J
\ COMM. * 1056102 =
Notary publlc.Californla 6
IMPERiAl COUNTY .-
" My Commission E~plres J
JUNE 21,1999
~ ~.........'.... ..... _ ~ ~ _ _ ~ _ -W"'Io. _
STATE OF CALIFORNIA )
:SS.
County of )
This
1998, by
WILLIAMS. -
-- - -- - H 1
OFFICIAL SEAL
. ANGELICA BANAGA
.. COMM. * 1056102 is .
Notary Public.Callfornla L rn 1. a
IMPERiAl COUNlY 8
My Commiulon Expires J
JUNE 21, 1999
o /23/98 MaN 11:08 FAX 14062854910 EXCHANGE CORP MT ~003
o /2.1/9$ !\10!'l 09:45 F.'-X ,406 5~7 80:18 AM"Ji:RlcAN l.AND l(lJoos
,
,
Order No. 1-56702A-TC
City ofBozemlln Property
Februa.ry 27, 1998
i AMERICAN LAND TITLE COMPANY
EXCBANGESETTLEMENTSTATE~NT
Exchange Corporation of Montanll
Acquisition
I DEBITS CREDITS
Exchange Value - Property I 940,000,00
; l:"rorations.:
Ta.-..;;es 1~1 to 2-z7~98 2,232.41
City Assess. 1-1 to 2-27-98 44_S7
Closing Cosu:
2nd half 1997 Taxes 7,111.94
Commission at 6% 56,400.00
1/2 Closing Fl;l:: 150.00
Anorney pees 300.00
Title Insurance 2,303.00
F~dera.1 Exprellll F~e8 40.00
Exchan,se CO$ts:
Exchange Closing Fee 200,00
Transaction Fee 1,000.00
Exchange Value. :Property II REPLACEMENT
PROPERTY
, TO BE DELIVERED
AT A LATER DATE
NET EXCHANGE VALUE - Propeny r 870,218.08
TOTALS 940,000_00 940,000.00
f ..
EXCHANGE CORPORATION OF MONT ANA
BY~{)~
J Byr Pn::l1d t
Date!: February 27, 19 l!I
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AFFIDA VIT OF DISCLOSURE OF NON-FOREIGN STATUS
(Internal Revenue Code ~ 1445)
Dated 7-/j .') / 19 9 $?'" at California ,1M6i~rfa
. , /
Regarding the proposed sale/transfer of the following real estate: r;:;FF l\'T"T'l\rHFD T.F.r.M, DF.r;:;rRT P'l'TnN
This affidavit is intended to comply with Section 1445 of the United States Internal Revenue Code to disclose and certify the
undersigned seller's/transferor's status as a resident of the United States. for reliance by buyer/transferee.
Seller/Transferor: .
U. S. Taxpayer Identification Number (Social Security No.): I r-r- /4- -0 ~ "7~
-
Seller/Transferor: DONALD E. WILLIAMS AND VIOLET V. WILLIAMS REVOCABLE TRUST DATED 12/14/94
U. S. Taxpayer Identification Number (Social Security No.) "{"IC,'- 3G-~ 8'7~
I. ONe). Elizabeth E. Williams, Donald E. Williams and Violet V. Williams . hereby certify and declare:
(X) 1. I am a citizen of the United States of America,
( ) 2. I am a resident alien of the United States of America; My resident status is established by the following:
( ) a. I have been declared a permanent legal resident of the United States by the U. S. Immigration and Naturalization
Service. Resident Alien Registration Number: . or:
( ) b. I have resided at least 31 days in th~. United States during the current calendar year; and my days of residence in
the United States over the last three years are as follows:
Current calendar year. . . . . . . . . . xl=
Last calendar year. . , . . . . . . . . . x 113 =
Second preceding year. . . . . . . . . x 116 =
Total
Since the total shown equals or exceeds 183 days, 1 meet the substantial presence test ofInternal Revenue Code ~770 1 (b )(3)
( ) 3. The seller/transferor is a domestic corporation. The fair market value ofseller's1transferor's real estate interests (including
leasehold and options to purchase) is less than one-half seller's1transferor's total assets (not including publicly-traded stock)
( ) 4. I am neither a United States citizen nor a resident alien as defined in Item 2. above.
In the absence of a "qualifying statement" as defined in I. R. C. ~ 1445(b)(4), or other special pennission from the Imernal
Revenue Service, I authorize the buyer/transferee of the above referenced real estate to deduct and withhold ten percent
(10%) of the final sales price. I fwther authorize the escrow holder to deduct said 10% from my disbursement at close of
escrow, and to deposit it as a federal tax deposit in an authorized commercial banle
5. I acknowledge and consent to the reliance on this affidavit of the brokers, agents, escrowholders and buyer/transferee and
other interested parties in an}' transaction regarding the above referenced real estate.
6, I declare under penalty of peIjury that the foregoing is true and c~r- e qn/~f (. ,-
:) ( k -;et L"" ~,).. ('-"---I-
Datc: 2-/1- S- _ 19 I ~ ' Sellerrrransferor: '{ ,J2;~Ll~,-<~ { ql.-~=Q."t(.o:l.-,/" ~/t:t0--Vl.'~r'(~, ~ozX:
I ......... .J
~ ~~abeth E ~~lliams ~
Dalc: 2./2 S . 19 '1 ~ . Sellerrrransferor: Hr..",.Q.P 2!: ~L//lj(Ll ~.-1.-. ,,~
D::5nald E. Williams, Trustee
ACKNOWLEDGEMENT OF RECEIPT OF AFFIDA VlT OF DISCLOS~~r' ~ ~f? .
I ' 1fY b(.. "--'f--;>>,._~
Oat ,.;(..JJ 19 ' . 1 t . ] 1 . t
e, . Transfpror Vl0 t=! V. W~ 1 aITls. Trus ee
Datc: _ 19 Buyer:
Buycr's Broker:
,
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AFFIDA VIT OF DISCLOSURE OF NON-FOREIGN STATUS
(Internal Revenue Code 9 1445)
Dated 19 at California ,IMOrt~da
Regarding lhe proposed sale/transfer of the following real estate: ~p.p. A'M'ArHRO T.F.r,AT. OF.SrRTPTTnN
This affidavit is intended to comply with Section 1445 of the United States Internal Revenue Code 10 disclose and certify the
undersigned seller's/transferor's status as a resident of the United States, for reliance by buyer/transferee.
SelIerrrransferor: RT.T7.ARR'T1-I F.. WT LL TAM'; I
U. S. Taxpayer Identification Number (Social Security No.):
,~
Sellerrrransferor: IX:NALD E. WILLIAMS AND VIOLET V. WILLIAMS REVCX:ABLE TRUST DATED 12/14/94
U. S. Taxpayer Identification Number (Social Security No.)
I, (We), Elizabeth E. Williams, Donald E. Williams and Violet V. Williams , hcrcby certify and declare:
( ) 1. I am a citizen of the United States of America.
( ) 2. I am a resident alien of the United Slates of America; My resident stalUs is established by the following:
( ) a. I have been declared a permanent legal resident of the United Slates by Ihe U. S. Immigration and Naturalization
Service. Resident Alien Registration Number: , or:
( ) b. I have resided at least 31 days in the:. United States during the current calendar year; and my days of re,sidence in
the United Stales over the last Ihree years are as follows:
Current calendar year. . . . . . . . . . xl =
Last calendar year. . . . . . . . . . . . x 113 =
Second preceding year. . . . . . . . . x 1/6 =
Total
~ Since the total shown equals or exceeds 183 days, I meet the substantial presence test of Internal Revenue Code 9770 1(b)(3)
( ) 3. The seller/transferor is a domestic corporation. The fair market value of seller's/transferor's real estale inlerests (including
leasehold and options to pur~hase) is less than one-half seller 's/transferor' s total assets (not including publicly-traded stock)
( ) 4. I am neither a United States citizen nor a resident alien as defined in Item 2. above.
In the absence of a "qualifying statement" as defined in I. R. C. 91445(b)(4), or other special pcnnission from the Internal
Revenue Service, I authorize the buyer/transferee of the above referenced real estate 10 deduct and withhold ten percenl
(10%) of the final sales price. I further authorize the escrow holder to deduct said 10% from my disbursemenL at close of
escrow, and to deposit it as a federalta.... deposit in an authorized commercial bank.
5, I acknowledge and consent Lo thc-reliance on this affidavit of the brokers. agents. escro\\'holders and buyer/lransferee and
olher inlerested parties in any transaction regarding the above referenced real estate.
,
6. I declare under penally of perjury that the foregoing is true and correct.
Dale: . 19 SellerfI'ransferor:
Elizabeth E. Williams
Date: . 19 SellerfI'ransferor:
I:k:mald E. Williams, TI1lstee
ACKNOWLEDGEMENT OF RECEIPT OF AFFIDA VlT OF DISCLOSURE
Date: .19 Transfp.ror Violet V. Williams. TI1lstee
Dme: , 19 Bu)cr~~~_~~7"'?
Buyer's Broker:
. . ,
I . .
PARCEL I:
Lots " 2, 3, 4, 5 and 7 feet off of the North side of Lot 6, Block "0" Blaoklg Addition
to Bozeman. together with a strip of land beginning at the Northeast corner of Lot 1,
Block "0" of Blackls Addition to Bozeman: thence North 6 feet, more or les!;;, to a point
l' South of the sidewalk on the South side of East Olive Street; thence West parallel
with and l' South of said sidewalk 150 feet, more or less. to the extended East line of
the alley in said Block · D"; thence South 6 feet, more or less, to the Northwest corner
of said Lot 1; thence East along the North line of said Lot 1, ,a distance of 150 feet,
more or less. to the place of beginning, said triilct being shown on the plat of Black's
Addition as a portion of Olive Street, all in Block "0" of Black's Addition to the City of
Bozeman, Montana, according to the official plat thereof on file and of record in the
office of the County Clerk and Recorder of Gallatin County, Montana.
PARCEL II:
Lots 13. 14 and 15, Block "D" of Black's Addition to the City of Bozeman, Montana.
according to the official plat thereof on file and of record in the office of the County
Clerk and Recorder of Galla'tin County, Montana,
ATTACHMENT "A"
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ASSIGNMENT OF BUV..sELL AGREEMENT
THIS ASSIGNMENT, is entered into by and among Elizabeth E. Williams and The Donald
E. Williams and Violet V. Williams Revocable Trust dated Dec. 12, 1994, , herein called
"Exchanger" and Exchange Corporation of Montana, a Montana Corporation, herein called
"ECOM" and The City of Bozeman, herein called" Consenting Party".
R E C I TAL S:
WHEREAS, Exchanger and Consenting Party heretofore entered into that certain Buy-
Sell Agreement a copy of which, together with all addenda, exhibits and amendments thereto, is
attached as Attachment "B", wherein Exchanger agreed to transfer that certain real property as
described in Attachment "A" (hereinafter referred to relinquished property), to Consenting Party;
and
WHEREAS. Exchanger entered into an Agreement of Exchange of Real Property and
Partial Escrow Instructions with ECOM, pursuant to which ECOM agreed to acquire and transfer
to Exchanger certain real replacement property designated by Exchanger; and
WHEREAS, Exchanger wished to be relieved of the obligation to so dispose of such
relinquished property and the rights attached to so disposing and to substitute ECOM in place of
Exchanger under the Buy-Sell Agreement to allow ECOM to complete the transfer of said property
as part of an integrated, interdependent transaction between Exchanger and ECOM which
qualifies for tax deferral under provisions of Section 1031 of the Internal Revenue Code.
NOW THEREFORE, the parties mutually agree as follows:
Exchanger hereby assigns and transfers to ECOM their right, title and interest in the Buy-
Sell Agreement to dispose of said relinquished property (except as otherwise provided herein).
Consenting Party hereby consents to the assignment of the Buy-Sell Agreement by Exchanger to
ECOM upon the terms and conditions contained in this Agreement.
ECOM will convey said relinquished property to Consenting Party pursuant to the terms
and conditions of the Buy-Sell Agreement. ECOM has not made or assumed, nor shall ECOM
make, assume or be liable for any covenant, duty or obligation of Exchanger which may remain in
effect after the closing date (defined in the Buy-Sell Agreement) and Consenting Party hereby
releases and discharges ECOM from and against any claim, liability or expense arising from or in
connection with such covenant, duty or obligation of Exchanger. Consenting Party's sole
recourse shall be against Exchanger with respect to any claim or allegation of Consenting Party
arising from or in connection with this transaction, and Exchanger shall not be relieved of
responsibility for any covenant, duty or obligation agreed to by Exchanger prior to this Agreement
by, as a result of, ECOM's intermediate acquisition of the relinquished property.
ECOM's obligation to close escrow and assume the obligations of Exchanger under the
Buy-Sell Agreement is conditioned upon the review and approval by ECOM of the Seller's escrow
instructions and any other documents related to the transaction prior to close of escrow for the
transfer of the relinquished property to Consenting Party.
Notwithstanding the foregoing, in the event the escrow for transfer of the relinquished
property to Consenting Party from ECOM does not close on or before the date set for close of
escrow in the Buy-Sell Agreement, unless such date is extended by written agreement of the
parties hereto, this Assignment Agreement shall be null and void and the Buy-Sell Agreement
.. , , ,
.
shall be reinstated in full force and effect between Exchanger and Consenting Party without any
further obligation or liability on the part of ECOM.
The acknowledgments and agreements of the parties set forth herein shall survive close
of escrow and recordation of any deed or other instrument in connection herewith.
Consenting Party acknowledges that ECOM has not made any warranties or
representations of any kind with regard to the relinquished property and Consenting Party is not
relying on any representations or information provided by ECOM. Any warranties or
representations made in the Buy-Sell Agreement or otherwise shall be deemed to be made
directly by Exchanger to Consenting Party and all rights or remedies arising from a breach thereof
shall be enforced directly against Exchanger. I
This Agreement may be signed in one or more counterparts and all such counterparts
shall be treated as one agreement.
Qualified Intermediary under Exchange # 184:
Exchange Corporation of Montana, a Montana Corporation
By: Date
Exc2!~er~s):, ~.-z. / '{ ~ ~-
~ ~-( . v -L. / a'1.-___/_
- - ~
,12~ .4;;O-A-,,4..jl e ---7--L<--c.t' G,,,,::-" Date '7-( ~ S/98'
Elizabeth E. Williams <<-.--. UL'..-~;r-_______ --' o-.<--:T:_ The Donald E. Williams and Violet V. Williams Revocable Trust dated Dec. 12, 1994
By: ~vL,S..L C!:' ~--./(RQc..,.~2-v Date -L/2_ s-I?t 'g""
Donald E. Williams, Trustee
~t/~-/- c!J I; ) e'~ ' Date .J (.":?J -.;7-1
By: . _ ,,;s,- . ~/'-::>-". "~--<.,,-___
Violet V. Williams, Trustee
Consenting Party:
The City of Bozeman
By: Date
.
. ..., .
shall be reinstated In full force and effect between Exchanger and Consenting Party without any
further obligation or liability on the part of ECOM.
The acknowledgments and agreements of the parties set forth herein shall sUNive close
of escrow and recordation of any deed or other Instrument in connection herewith.
Consenting Party acknowledges that ECOM has not made any warranties or
representations of any kind with regard to the relinquished property and Consenting Party is not
relying on any representations or information provided by ECOM. Any warranties or
representations made In the Buy-Sell Agreement or otherwise shall be deemed to be made
directly by Exchanger to Consenting Party and all rights or remedies arising from a breach thereof
. shall be enforced directly against Exchanger. I
This Agreement may be signed in one or more counterparts and'all such counterparts
shall be treated as one agreement.
-
Qualified Intermediary under Exchange # 184:
Exchange Corporation of Montana, a Montana Corporation
By: Date
Exchanger( s):
Date
Elizabeth E. Williams
The Donald E. Williams and Violet V. Williams Revocable Trust dated Dec. 12, 1994
By: Date
Donald E. Williams, Trustee
By: Date
Violet V. Williams, Trusfee
Consenting Party:
~::~;/;? ~ Date
, ..~ ,
PARCEL I;
Lots 1, 2. 3, 4, 5 and 7 teet off of the North side of Lot 6, alack "0" Blaok's Addition
to 802eman. together with a strip of land beginning at the Northeast corner of Lot 1,
Block "D" of Black's Addition to Bozeman; thence North 6 feet, more or less, to a point
l' South of the sidewalk on the South side of East Olive Street; thence West parallel
with and l' South of said sidewalk 150 feet. more or less. to the extended East line of
the alley in said Block · D"; thence South 6 feet, more or less. to the Northwest corner
of said Lot 1; thence East along the North line of said Lot 1, a distance of 150 feet,
more or less, to the place of beginning, said tract being shown on the plat of Black's
Addition as a portion of Olive Street, all in Blook · D. of Black's' Addition to the City of
Bozeman. Montana, according to the official ralat thereof on file and of record in the
office of the County Clerk and Recorder of Gal atin County. Montana.
PARCEL II:
Lots 13, 14 and 15, Block "0" of Black's Addition to the City of Bozeman, Montana.
according to the official plat thereof on file and of record in the office of the County
Clerk and Recorder of Gallatin County, Montana.
ATTACHMENT "A"
u ~''''1 '"0' "tI ~'^.A. 4Utl 667 6036 AMERICAN LAND lil1009
U~/~0/9o ." ~u,~ L
nac-~4-~7 12:22 PM MGK.~~n R.nl~~ n~d Ins ~0. ~87 0026 ~-01
m- - AGREEMENT TO SE!LL AND PURCHASE 1:5)
(Indudj"ll E.,nUI Man., Ro.,./pC)
P^G(. 0(2 =
'-l 0 .. __
I TN. ...."I,acl .lipul".. 'h. ''''0' 01 .... 01 \hI. prOp..lty, R..d "..lun, belo,. IIgnjnv (\r>cill~i"ll inlQ(m.1lon on po"" 21. Thl. I. I :011 bI , ."........
1 ..ndo",lood. ...k compole,,1 .:Ivlc., 11i.........n . ,",on'o".. D*C-w.o"o "'9 "1 o~"1l C<>l\Ir..,~ II "01
J - --_-5'llV. of" ..........." ~ u B JTR(lS 0 T C
4 o-....lli.n", calh!d 'Buy.") og,u. 10 pu,cJ..... "'.... ~.. u'odc,IIIl1n.d s..n"r ""'.... 10 ..a lho following duaibood ,.. Ulole lI.,olo.,' re, ed I ' .1. 00 0111....
5 tonowli U "~---'-:l0 & Ol.Lv.. ., ,e , 0" ptem,,,,,. ",,",monly
Ii n "'. City 0( B""'"'"""'n
7 County 01 g..l.l..t.Ln .MOflI.......lI.o/fyd__lbedu
8 La!:. 1-5 7' oCr. lot' Lat.o .1]~l~ :~lk D 1I1.~1I:" Add'"
9 _ _ _,.__ ~
10 TOGETHER WITH ~ ~..'u",. ollod1vd 10 "... obon-desctil>.d ,ul P<'opIrrly...d oll~ btMdlog ." O"Ue!ur". "~.-pl; lfono
II ,
12 IIMOKE QsTEC10R1.): P,opetty hu II - Im<ll<e 0:1.1"'1<1'(.),
1) The loIIowll"lQ ken,. 01 p"sooal P'opelly. "ee o/lie"s ..,d ....llhoUl ....at,""lY 0( e..ndifon. a... hd\,d< I: Hono
14
15 _~:
1/; ~Je1 fOR EARf'/f'ST -"~ The IJ/ld",...glled O,okor at S"'.""....", ",,,by .,knawle~eo '....'pl ~...... 11",,0' 01 ...".,~ money 0 lh. ."'ounl of
17 T.n l'ho,...,..,o;j lltn.Il...JLa/lOo VS DoN
1a IS J..a. 01111 Q Q ) ~ evid.,,,ce<I by 0 c.ol,. (IJ e/1""lt.. 0 or . _ ..,
19 Alparlies10 Ihl,vali"cIIOl1,a\l'"''"'01 Ihce.me..".",Ic.will be d"posiledpu,"uonI 10 Monlali' t_ol ../In 3 bu. dey. o~ .."'''_...~..n'"'o .,dsvo;h
20 rv"do wfll be h.dd In a dep;>o,!o,y .-.:Q>unl by ~n Land T 1 tollo .J.j>IT1DLn.... . B,ok",. P...-ti.:s 011'.. 1h,,'InI"~'1 a=tuln~
21 on "'Ii.~1 mC>"'ley, II "'y, v.t>ile depoSlled shall b. p~yoble 10 , II......." ." 1n,.,...1 ~ payible 10 .,,,
21 9'01<", II is "Il,eed 'hal sums.., p<"<1 (J(O cons/deraliOIi fo' ""'v,,,.. "'"def.d. ../p '.;:1:. --h- .., 7 //
n HJ.ch...1 L,--ns."'.""''' By. r~ _", ,///' ____~ _ ~
2. ts.n~ Re.1 Eo..t. Fi,m) (SlqnolV,. 01 Sah.."",.."..) ,<
25 OT PURCHASEPeJ.~5; ,tu.". HU-"'d..d For..... Thou''''''d A.nd 00/100 U.S,OOLl.ARS
aJ CS-----l.f~.2..J2.ll~ Ipayoblen/ol..".",;
:n $ 10 . Q 0 Q , 00 ..mul mOf'.y 10 b.. o""R.d al CIOO.'Q,
28 S . _~ "" .oddinl>I1e/ "uh d"",,, P~YI1l'''I, I".yabl. on or l:olfote do~.
?i $ ~ 3 0 . 0 Q Q (10 b.I....Ol ollh. pu"ch.,. prlco will be paid oS 1011_.: C." h
3:l
31 C1D.t~a ~n~ r..~L-~~_~200 ~o bw .D]~~ e~l.llv be~.~h p.t~J.a
32
JJ SPfC'ALf'ROVISIQ~ii :rh.!..L...!J:J'..o;,.a"~Lon ir ~"ina.n1: ""on t.". l::.,lio..-1n",: 1] "-"ciI::Lc....L'i11l. of" ..h. ."cwoc... Il"~
Jo4 '.-1-1 bv th.. fJ,n~mmJ.."j,on. -'] ;rh. c .~1"" <> ~. "e."n. . t.ib".' _Q .,,1'. ".1. .., ~"';.. ....d
35 aot>"<>YlLL9C~..a~-=-----...:L.LE"~._,. -~-L "'iCJ, ~/~;.... ~.. ';';~ '~~,~ ~'i.~'~-:~; ,. ),~. .'. ..~ . .: ~..:
36 .IIU.I.):.oX-..lL1.l..-1._~~.uIU;.~~Z:_"1l00""" 1:;0 ,,"1 .... 1 T" "" h ~h~ll.""Y
]7 ,,~~ ...l-+"".t'. ~ . ' r\--= ___
3B . - _----1- ' ..
39
<0 i'dd"r.jum(s): II :i 01-/"".. Tn-oIAdd."c:Ntl1Co); ~"aow Di.c1.uu"iIII....{\..don
.1 OISCO~NT ,,"01/.115: Jr a Buye, obloi". fin""dllQ f'om 0 lend.. requltl"ll dl""""nt point.. Se/lClllll'~" lQ pay";""",", POint. up lQ" m..mum of
42 pelC.1i1 ~___ %) 0' 'he Buy.,'olo.o. &uyer Joh.... p~y ~ oil,,,, cfi""",unl polnlo, _
43 CONVEYANl::'i:. fhe S"ner ",~Il /XlO"'y Ihc 'cui P"'f""'Y by ~ ..""~,o.l:.v Oeo:d.~" 01 all I..". .,d eoc;:umblonc:.. exc~pl
4' tho... de'crlb.d.... U.. 1111. I".u,...,.;. ....,Iion 01 It>l. "lI'.......nt, T". Scl"', .,,,11 c"",,oy "" pe'5ona' P'<;>po,ly by bill 0/..."',
.S TlflE INSUR.Alfj;;'~ S.U",. .1 S.""... '<pM." .hall lu,nlsll Buy., TIlkllnSUIOllCa .videnc:ed by. slancl....d Ic:o'm Am.n;:lan La"d n.. As.,dallon IIhln......n". =mmll"'.nl
46 in 8/TlOlllil ""'1U""o U'" f'lJ'''''''''' priee. con-mlllin" lo irls",c ",,,,cho,,t.bl. UII. Jo .... ,ul property In lIw BIl)'et', nlllTle, In... an4 dear 01 en hns at1d enc:umbran"". <:xc.pl:
47 """.."obi....... h",e;" melillon~, lOO;,-,g ."dln.ncu. bu\1dillll ond use "":llIlc:lion.. 1...",.lIons In Itd..,ol pill,"'s. benellcfol uliliJ)' ....emeol. .ppar'"l 01 al 't<:OfO,
45 ".....m"nl. 01 '"",,,-d, Sp...d~II".pl\,.em."1 Di$lr;C;:ls (i"dudi"lI ,u,a/ SID.), ilany. vwhich ..III be: l&J paid orr by San", al do>l"ll D ."'umed by Buy., .. dosing. MTd
49
SO _
Sl II"'e Sell..", IlIIc i. ""I '".,ch.....labI" ""d c"""ol be mode n..,chan'.ble bo'",. 'h. st.ltd closlnll dal.. JO AODITIONAL DAYS SH^Ll BE AU..OWeO FOR THE SEllER
52 TO MAKE SUCH TilLE MEnCHANfABlE, En<:tJ"'bi."""slo be dl&charged by rhc SoMe, ",./1 be ullsfi"d p.;or 10 "lo"II~'" ',om s..n..f. p,o,,",".!..1 rima of closing
53 TAJ(E~ AN.Q_MliS~_~.E!Q.t; S./I",.....d Buye' Bg''''' 10 pro,al. 1"-<,,",, _1;0/ imptl>vemeol ."".IT"",I. rot Ihe <",.,.,,1 l"" y.... .. wel ~. p'&-plllid "ilia. II...y, .. 01
~ the d~le or dosing. un!.$..$. olherwi'lOe .arjJ'~Bd. .
55 CLOSING DA TE: fhe <1.,. or c'o.i~ .tooll b. H.."ch 0 1. 11" Th. pallleS ""Y. by /nulu. "1I'.e",..,I. "'II,.... '0 clou lh.. """""110" II any
56 Um. prfor 'I> Ih. .."" >p""ir..d UII,I,d "arly rOll.""ing i. '.qul,.d by III. wmu '" lIll. 8O'-m.nl rlllCludu aUVmplloli'. "oo,,"""~ 10' d..ed.. _ lend.., ""'''''''''ll). a.... "Iooinll
S7 ...n <x>:u, on fh.. ";;I" .pe.oif,,,,, 0' as "'00 !he,une, as n"anclliQ I. "ornple/. bul 00 101..- Cha" da"" aile, !he ,ttled dosi"ll <Jol.. Th. auy... .lid Sa"",, will deposil
~ with rh. c1os;"1I ageot oil inslrulllrnlr and monies "ee"..."y 10 comple" "'e plln:h.... In 8C'C<>Id""". with IN. 1Q...menl.. II lIuy.... I."!. 10 o,,,k. ""in"" 'ppllcallon I",
S9 ~n.""ino .rp'y fo, ...umpli"n 01 an .,.1.11011 10... or "0111'",,1. 0' ;"IOa,. ",y ""lion requited ,,,, =mplel;.,n '" . "C>"'Itrael 101 d...,d by 5,00 pm (malHlloln ~m..)
60 '.~-~. - --- . Buye' will be in breach llnd Sellel can ue,ci.. Sele,'. le"",diu vnde, IN. 1I\J'''emeo'.1I r,~"",,lng i. ".'ed 10' h."," ....d cOllnol
61 boo obl.ltJed.;' i. "9'"ed lhallhe OSlll,,' mOl1ey ....1lI be 'al.....""" 10 .h. BUYOI.
ijJ F_H A BU'rER: Th" ~pp,.lsed ",",u. olll'le P'op<!"'" ~InQ p\IIcnaJed. fat mO"Il....,e In.lHO/lCIl potpo..... mU$11lO1 be.... rhan
6.] ~_
&l ($ I, Pt...... 1.''''' 10 1111. ...doll On O'Ie 'e""'$e of thl. IOlm'O/ addiUonal disclo.ll'l':$ 011.01.11 '~hts,
65 ~.....8.l...lfB.M...LlJ::!ALAB.(!lti~FU fl ~~~ AGRE~~J? tlAE ~~NTg~ ~N f':T~e 2 OF HIS f RM PLEASE RfAD PAGE 2 Of THIS FORM
66 AS THESE 1ERM..S-\:o'.l!.l..MLill_JQV~~. SPONSleIUTI~ NO T A E ME
61 The p......i.. 10 Ihi, ",>/,..n",,,' (Onl"'" Ihal tt,. r...1 e.lal" lre.n..... Id""lIfted h.",,,n,,, lI11vt bo,e" Involve-d Iii V>is V-a".OI<:1.Io" Iii U,. ".p~c:i"... IndicalQd belo", an4 lhc p;onl..
6IJ I>a"", p'."~:sIy '"".Ivt<1 'h. 'OQ\I;'." ,','ulo,y ",..do.VI.' "'"i"III1>'1lI lhe lie"r""". dulier ~ the Ioq,it. or mai, oblllla(;on. 'I> each pll<1y
69
70 _.k!!.L0"_".k.~.J. ------ 1>1 wi t.t .. l'I....o"j.. "... IS Iclinll" 00 s.n.,', Bro~."SiOl...~.on. 0 Dual
71 10..,.. or r....n.'..1 (....... 0' &"'''''0 """",,1 Elrok",/S.Ie!lpC''''''; U SlallJl~ lI,ok.,
72 H."--b!'-!U...J.........t:15..!Ulnn.. 01 --.....M~Jl...1I.lUl1 tv . Ihs"r &1'>".. i. IcHrv.. 00 6"y",.. 6....k"rlSal".f!~: 0 Dual
7J In.,,,. 0' ''''.'....1 (M..... <>Ilk....,... <""".ny) Btok"lSal"speISDn: USltlulory B'oke'.
7~ 0 Se/l",'s 8roke"Sal.'~rs.on (oooudu s.n.,..
75 Sub.B,okOl ()( Sel.spe~on),
76 6VYEFl'S A.CI<NOI'fhf.QQEMJ:.l:iL Buy., IlCknowl"dgu 1I1al h. "No ."~""'1i8IJ Ihe 'eal .." poISon" p,operty. Ihlll Bllye, enl... llilo !hi. ",,'umo"lln, tun ,,,II.,.,.. upon
17 hi. ind.p"nd",,1 it)veSlIQ.Uon and judge".,,,nl. rha' prlol v",bal ,.p'....nlan"". by"" Sell", ... Sell.,,'. B'oke, 01 'cpr""'nlallves do nol modify 0< ""eel Chi. agl..".,,,nl ."d
78 lh., by .ill"i"O IN, .\I'""m.", Buy., aCk""..,.do;;J.. h."'nll 'cad and understood lhi. mOra ""'''<lne''l Inc:ludlng u-... leI".,. pr1nl.d 0/1 11>" .""'ot>d pall. 01 thl. daC\J~nl.
T9 eUTER. '5 CO~M1HI!E!il: 1m. ag..e 10 pvlLh.... u,,, abo"..ducdbe<l P'OfI".l!Y on fl. !e'ms an<1 candldans ..., forth in Ihe abova olf., and lI'anllo ...Id S""'Pe...,,, un~1
M ~~o 3 1991--" 5 : 0 0 0 "'" 00 pm 10 ,,""'U,. S.RM. IM'"en "'''''pl...~, 8llyel may wllhdr_ U,i. orre, al any tirn. pr101lo
81 Strlle(s Ifr'TINe-n lIICi.t:)pIJl~.
8l If Seller ha..s "01 i1CC't'pled t~~G~rn~ specifi".d. this orr~, is .i1.l1()m8th:.i~y wl(hd,rwn.
H) ~ HEflEB,(AJ;,I:V:!QW - '"",.Ipl 1>1. <<OPt 0/ 1I'l1. RGCEIPT AND AGREEMENT To SE~L AND PURellASE bea,inll my/ou, "glialw.(."
~. .-\
M auy.,'. Add,..._ _._~~ .-..- B\lyel Slgn.lu,.~ ." f: _ -
Cic Clr BOJ:..-n.an
8S P!,on. 9u~ Slgn...."'-
HIi s.f.lliB..:..S...~El!.L 1m. "Il'.. I" ".n 'lI'>d cO""cy '0 Buye, Ih" obov"dc.<ribe<1 proptorty on lh. ler",. and c","cli,I"". hc'..,.,abo.... ".Ied ItW. ac:knowl.dQ. 'oc.lpl
P.7 0' A CCJP'I of rhilO t'IQo't:'~l"Ief'll bl!'.:J'~ my/ouI :I~n~h.,rc(,) and UI.1 of IMe Buyet "amad .tlbove. DAIC'd ~i: day Dr ,19
M .1 _.____ Ume 0 am U pm '\
89
">\) s.e..,'. Ad<J,... "~"""~_"....m'_" Sene'S'9n'1lJ/O:
Do~_ld ~. M!111~
~l
92 P""ne, Sen~!SIg".'U''': klL.o.b.th E. "il11~ ...
:0 MONTANA ASSOCIATION Of REAL TORS4>
REVISED 11"0/96
M~":'cl'lnll ",,,..llj & 1I"o"\..o,.iIl\'O' t'r"' Oil' If.J,I IID,q,I..II''I.\cl ,?111.167j
,.....' '<>"-"""" 'n ""'"''-''' ATTACH M ENT "B"
02/2'0/98 FRI 09:37 FAX ~06 58,7 8038 AMERICAN LAND , 14JolO
D~C-:2"'-~"T 1:2:2- PM r'1et<.n.....a. R.G. I "'" ...nd Xn. 406 ~II!!I"T 0"'28 1"."':2
AGREEMENT TO SELL AND PURCHASE
1I"""....fI"" E........ Mo""r 1ll....IPl)
PA.OE 2 ., 2
1 eV~R'~~~liQI.~ (AlII Iho So'" 1~1s 10 aa:epI.,.. Ort", conlAlIMd 1rI "". og,um.ntwllNn lh. lln.. ~d provided in tw! BUYER'S COMlo,lITMENT _ctlon. all ,.~at
2 ""'" u , I 1.to.Jn,~41o /he Bllye,
3 rB) H It>e S"er .a:~l'ls ltMl olle, 0:<>111"'''04 In 'Ib ..,,,,,,,,,,nl krl ,eruks '"~ ntoglOl:l. 10 __aurnm"r. It-. ~......,tlon .-lfl'llll .". "~ ,..1104 ,.,oll'ld'" Itl lhi. "ll"'.._nl. ""
~ 8\JY8l moy:
5 (1) O"",and l"",,*dI.'~ ..p~yn..nl ", a~ ,,,,,,n... ".~ Suy... "". p..ld 19 lh, ..In repr.....nl.."", ... U,nul m."..,y. and upon 1110 ",'um 01 au"" lTlO""y lIle light. ...", du~.
6 0( Buyel end Se"'" urd"r lhi3 ogr""m.nl ..-'" boo krmll"Ie<S; 01
7 (2) O.mand 11I;0( Sd., s~cl/lc~y poorform 5"'...... obUq..'1ons und.:r Ill. agree_nl Of
3 ~:I) O.m~ mor..l...y dllm"'ll.' /tom Sder [or S"'Ier','./lu,e 10 perform 11><1 101m. 01 n.l. O\l/~m""l.
9 Ell.ER'S R!!hlEOIES, 111110 Sd., acr~pl$ "'" ..tr.., conlalned In IN. ~""rT\OI'\l .nd Buy~ ,.ruse. 01 noqlecl. 10 con.umm.'e ...... ".....ctIo" ""11>'" Ill.. 11m. peri<>d
10 proyld"" In IN. "Ilru",..n!. n,,, Soli... m.y: .
II (I) Docl.,. II.. ..m..1 mon.y p.ld by Buy" to II1e ulu r~f''''...nl.oll''. be 'ortdod; 01
'2 (2) O.m.nd 111.0. 8uy..' 'P'>"I~c"'l'y p",lorm llu1'l'. dul"" GIld "b/lll'~OI\S \If\dor INs 109,eornc:nl; 01
1:1 (:I) O.m."" l/I.t Buy,,' pay man.lory <lam""",. 10' Buy.'. ,..lul. 10 port.,..m !he I""". of 11>1. ~...menl.
1~ BUYER'S CEliIJE.lCMl2lt By enl.II"g InIO IIll. 109'. """',,/. ne" pe"..,n or pe'm". .."",uII"ll 1111. lIg'.."",nl IS Buyo, ,.prUenls lIlat "-,... I. olllhl.en (1&) ,.."'. 01
15 '"9~ Of older. 0( "";"'d mind. .nd "'1l"'1y """'P""mllo 0.... 10.01 pRlp<llIy 'n rh. 51.1. ot M.",\"".. .ord it .,tlng an behalf ..I a ""'J'OI.Uon. p""",,"lohlp. 01 ollle, non-"""'."
16 en~ry 1II41l ""/sllO I. duly i'ulhon,,,d 10 ."1", j"lo Ih. "'IIr..m."1 on boh.ajt 01 .u<:h ",,51)-.
17 SElLER'S c..EBl1fK.e.liQt/...; By .n...ring Inlo Ud. aOl...rn.nl a-.h 1>"'''''' 0< po"""'. ...ccutinq II';. lIgr""""'n1 00$ S."", '<flr...""I. Ih.1 hcl."" ia .~hl"" (1ft) yUts
18 0' aQ'O- 0' oId." 01 ..,un<! mind. .nd I..g.ny .,,'iII.d ~ thl. ..... 10 ".n.I., 'Ue 10 "'" 1...1 p,opoorty fr... .nd cle., 0' .R lien, and oncvrnl>ra';"'.' ..eep' 0" d"cllb.d in
19 Ihl. SQloom.".. ",.d jl kinO 0" b.h..H 0' . c"'poral.,n. patll1.'a',lp. 01 o!he, /IoII.t>um.on .ndry Ih~t hcl5he I. duly .ultlorl....J 10 .nlollnlo Ih.s ~...m.n' 01\ bohalt ol.uch
20 ."tily,
21 COH5ENT !9~Q.llJ~~Al',~.; Buy", ..Id S~", helelor _:ocnl 10 Ill. p,O':lII......nt ,,"4 d'!ill;losure by Buy.,. S.ller. an4 s.. ~pI....nl"lIv.. ",,4 ~I,
22 .n"",.y.. "'\1onl.. olhel p"I"'. ha",ng """.'1$ ..nnllal 10 .,1. .,r....men'. 0/ ....y "'d'~" 1"'OIIn.:.ti",, rea$Ol"lably n.cessOf)' 10 COf'l..mm,,'. !he Itan.;;oeti"" described
2J In "". aog...n""l 'I""c;fica'y '''dULling />C~.. 10 e""'ow. /0110"1"",, otl%>l\".oo::,.. d_.. trust Incl.lllu,es. 0( sim~... documents 011>1I0' 1I..,s.ac~ con...r"'"g IIlls p'ope<fy
24 or und...ly;ng obliQallon. p..,I'III,lno '''erelo
25 ~~~ s.n., -.eII d..N.., p<>.......", ",td ocCJpancy ~ BUye' Il/l U.. clo."g d"l~ unl.... oU>eIWI5e oogr....4, ,
<.'6 aLS.K.; -i AI L:>.. 01 d~m;og. 10 iIIlY 01 II>ot .t>a...de'lC:liblrd... />fop.nry 01 personal pro,..,tly 10 any cau... I. anum.d by Sell., lhrough Ihe tlt". 0' "losing un""..
27 olt>erwille Sped no.d.
23 TIME IS OF' TH~ E~~ nn'" i. 01 lho "'00""'. in 11>1. ;.gro"","nl <<ld .", d""SOG he,ti,l.
29 BINDING El:f~~D NON-AS.~~ Thi. ..,reem.nlb bI/1dif'lg up"" 1M ""irs. su.:auSO/s. a>d ...."'11". 0( e1JC" 0( th. p........ he,.,o; h_ev".. Buyo', tight.
30 und", ,hr. aoroemenl we nDI ..o/I:jnable wll"oullhe Sea", S "'pI"US wrlll.n o>n..../.
31 ATTORHET fEES' 10 eny rrcUon b'ought by ltto Bur-r o. 111. 5101 leI 10 enlColu ...y or i',. ''''m. or 1111. ogree"",nl, Ih. pI""aIIing p"'ty I" sudl .,lIon sh.U be .nUlled 10
32 wch IO",on1Jbl. ..homey rees a. Itlo """'II or ",b1o~IO/ sh;oll delO'llTllne Jvsl
1.) i'.A.....fil.lUB.t; II I. up'"s.sly ilQrew ....al "",lwilh,lllndlng any oll'lc!r pl"ovlslOlu 0' Ihls eOl\~ao:l, 'Ie Buye, $/loll nol I"""," any l>Olnal1y by IQrfel...,.. of Dam..1 ~y 0'
:IS 011\",..,.,.1".. bot oblig~led 10 comp'ele Il'l. flU/ch.." 01 Ille r<'Opelly cle"",lbad hOleln, I' !he CClll":lI::1 I'",<:hu. price or cool "~""'cd. /he leesontable ."a/ue 01 Ille properly
35 ...lal:oll$l'1ed by !hc V.I.,,,,,,, Ad,nI";",."on, Th. Buye, ch"". how..".r. have Ih. p<1vllc;o .nd opllon 0' pto.:"eding wilt> th. """SUtntn~~n 01 ....is eonl/lOcl wi thou, "'g.1ll
J6 10 tl>e .mount 0' I"" Ie 05011..01. ".k/_ ullJbllsl1ed by lhe Vel.',..... "dmlni",.lion.
31 E....!:i..!.._D.!.l...Y.E.B.S" In /he ....nl Iunds 10' I"i. lIanucnon "'. 10 be d.,....ed I,om .on I',H ^. In.u,&<1 '0,,". III. "'"r...s'y l'g'ee4Ih~. norv,it.$l"ndlng ....y oth., p'''''islons 01
36 Ihi. ""nllllCl. 1110 6ul"" '''foIl "01 be obng~l~d ,10 <:0I1'l'l.... U.. pure/'n. 0111>. pro"".,., ~ucrib,,4 he,~" 01 10 incul .ny """ally by lorreltur.. ot o"'ne:;1 mon.y depo.1ls 0'
39 olho"";:oo, union lI,a Buyer "a. ,..".I""d a wllllen !l1.le""'nl'uu"=d by Nle F't'dl:/at Hou.1/1g C"""""lsslon.'. Veler""s Adn';";",.lIon, 01 a O;'OCI EncI"'''"",nl lend., ...Iti/'IQ
~o Io('h ""0 <>pp,..I.td .00u. of !I.e p".pcny for morlo"'}e in....,an"" PJlJ>n.cs 01 noli... !han !he "",OUII' ....1 Ior!h Dn Ill. r.veue .lde otlhis document in Plc ...cliO/l entiUed
41 I',I1,A. Buyer(,), ",hien l/'hOunl I. in""rpor.l.d I><!,.,ln by ,er...nce. The Buy., shall h...e Ill. pr/Y~elle 1l,Id opr.on 0' ploc.....ding wtll> I"e ..-on,ulnm..lon..t !hI. CD/IIIMI "Ylll'1oul
~2 rCQ./d '0 ,,,. .mounl 01 "" app'''.''''' "afu~lion mlKle by Ihc "od"., Housing CommiastolM<. Tho app,ai_d ."tu.';"n I. ar,i-;.d .' 10 del..,mln.. .,.. mulmum 1n001gaO"
4J ,Ioe D'f''''lmc'''l 01 1I0".i..g .....<1 U,b"" O.."lopn,..nl will I..."'e. ~IUO d"",~ nDI W.'''"I P,.. y~".JC /l0' I", con din"" 0' Ih.. plope'l)-. Tho Buy... shoulc/ J~'is'/y him,clllh.,..,N
~~ IIl.11t>c pri"" ."d """dllion of Ihe properly ar.. aca:pl.ble,
~5 fiXTURES: All pe'manenlly In.I:'!I"'" n'lure. and nulllOs tnol "'. ."~he<J 10 tn" ploperty a'e IndllUed in lIle pUtchase pice. .ueh .... elecllleal. plumbl"O. on4 heotinq
~6 n"\JI"'. wood .10.... buill,", ""P"",,~s, .c,,,.ns. .torm.do..... .tunn ..indo....... ""rlaln 'odo. ....d ha,dw.,.. anO<;hed 11oO< CDvelinl/O. T.V. 0111"""1$, ~I <:oole, Dr <:""dllo""l.
H g.."\/,, d"", 0""''''''. ..,d contro/.. dllached fi'epl""e .quopnl.nl, meHbo~. ..nd ...... end .tll'ubs,
U ~~lS'-/t TI'>o s.n",.. C01'/1mflm'.."llo p"y " cotnrnl...Jo,,1n o>nneCllon wilt> Ihl. "",,s.,llon ... ..n I"logr&ol pa1 01 tie "'iI'ument,
49 'MILt:: Th. palU.. .u'.... Ihal .. ,,,,,"11. o:r>py 01 lhl'lIg'ftmonllo Sell and Purc"_ which Lontalns lhe pa/1lu oi;nalur.. moy to: u...d II !he O/lgln;ol.
I
P'c>pe'ty Add'~'5: ___.~._ _~'L.~"''' D..CI~~~ 01. 1 '117 ~.r,:y1t;'f};';' --,
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aNV'1 NY::> I H3JiV 91:09 L8S 90~ XVd 61::60 I&l l/6/0~'izo ...
.... 021..20)98 FRI 09:39 FAX 406 58:1 8038 AllER I CAN LAND . , . (dJ015
'DE:" - 2 4 - 9 7 12:31 PM MeK.nn..,. R",Q.It.~ o;Lnd In:!\. 406 5a7 0028 P.07
" " P~'Clf''j ; ';t.R-IBEIo'..., 1.1:'L~. p'.'. P.E':.C1!::,. . . . . _ .. . _ P~CIlIF: I'P). : 7~a3$2(lS47be3~28g9~ D-= .: . 11 19'37 0-:1: 36AM P6
. I. ... oJ .,... ww ~ """
ow ~...t.
al 1031 Tax. Deferred Exchange Addendum.. (Sellar) G)
::"l~
I n reference to th eo 8 uy/S€lIl Agraamsnt betvJe.erJ
CHy qf So %Q2...., I (Suyer) and
OoCOLl d E:.. ~ iJ. h atM ..JJ:H aJx1th J:. vi11io1l.lU . {Seller},
.-
\ :
dated' ~,.. 01, '-SIn- Q:lvering tnCil followIng c:lesaibed prope~
2Q .t. oliw. Elo.z~, 1-a SQ715
--- - .
~-----_._.....- ..----- . -
. ..----
Bt.rysr hereIn B.c:::N-lowl&dges tha.t it is the intention of the SeUer to complete an IRe $e(tion 1031
~-<1erwred axCh;;Jnge. Buyer agrees the Selle/"'$ rights and obrrgaDo';s ufJder the, ogreement may be
aS5igned to t8.dlltate. Sucl1 exchange and U,i.s agreement may be part of an int~rated. interdependent
exchange agreement. Buyer agrees to cooperate with the Seller ill executir19 sucI1 documents as Imy
be necessa!y (0 enable Seller to quaJtry for s.aJd exchange at no addWonal cost 0( fiability to BU)'ef.
Q / /7~~ . ,--. 11// /4.::L
~ ' ''fl,~(~f!... :-c ~ "-~<.:.""""'''' -,
s,.Jkl( Oci~~r.l. t. Fli.Uiaas OatefTime
..,... ~-. r . r ...f G' t E..~ .~ -
i. ,.di. ~ -,-[c/JG-1-'-- .<, f.-b.L.~'~."'-: v ...-- /2.. / /Lfl. 7
Sa n CI" . &.U.7.:t bo3 t:.h F.. 'j( ill i u:s t::.J,..---.Y'c-r-.~.c.4 _<,d-" o~eftlJ'ne - -
~t !o,~--- ~d",7 ,./; 00 h.;-~
!uy€f' Oat rrne
--. DCWTrme
8l.{)'er
* l-.loNT)J.J.A A$.9OC LA. '11 ON 0; RVJ... TOR'S!l If~1
J:llZVl8 go If IJ&106
~ ~.L t.--.- F,?' "'"'" Im!lo<==...a' :'1'7\.1", .I~~
JIluoo:: <I:IS- '!1fT <T.T.l rtlJ ~ ClQ .U
ATTACHMENT IlBIl CONT:
. - OU'20/98 FRI 09: 40 FAX '40-6 5d7 80.:38 AllER I CAN LAND , .
. ,
IlEC,:-24-97 12:::12 PM MeK.nno. R..o.l't.v o.nd Ins. 406 ~016
eaT 0028 p.ras
;'0&-1': 'SlJ!'18EI4f'l U'd: E R\) RE':.oF"T . !"'H!:N IE I'uj, : 7G03S~7i54iG@3S289~2 (lee. 11 '1'-:f'j" \j;:o. -' ~M1 I I ~
.. ,,_ I l \J I (. J. ~ .J ~ .... ~ .' u J , U .& =--.J .. "ill -LlL' ,~:i :-VI" ') I4i UlIll
W. COUNTER OFFER G)
--
....-.......""..
Tnls o:luntEr ofTer pertains to g SuylSefl Agreement dsted 'eC:;~1".b~;- 1 . 19 S7 , by and
b etYr' 00 n T"'ot'.a:d E. W:. 11 :. a a::i II 10 c:: Z 11 E '" !:.ll~ : h "- ~illiu:s (Seller) and
(' i t y n f Rn 7. ~r.~_ (Buyer)OOncerrUng
tne pruperty desc.1 iued as: l~ t. s 1-5,7' ~ff 7..ot 6/ Lots 13-::'5/ Sl.r. D, Bl-acks ).~:1.
- - - I
-
AJllhe terms and conditions ~f l,e BlJyJSeU Agreement rarerred to ~boYe and ~ny prier CX'!unter o1"fa/'3 are
hereby [ncorpor2.ted by refer~nce except a, mC'diiied by the following tel"lTls and provision:!:
Thp bure~..:..:L.LOlll'" coo'" ~.i...!:~,e_.'l.cJ Q!;1 O'l rp !:o ~~ n'11:.~~6 , sat1sfi,.,d, or ~,!. LYe~
~,,~ ~4-W" e-.. --
.1) C:'i or- b..t'ore 12/16/91 -
2 ) On Qr be~ora 1'2/22/97
ALr.:.i...:.hi.tl.-5.._bu,slnR<'Ilill c\Ol.pl of d~1f\'l!r1 n!' ti!':iA dO~\1mQ"~~ to ~.
-4-f.---J;l ~ ':> t' p...:. ..f '" 11' 9 12f~.Q./.Qi
.
-
..
. .~-
~
AceeptBnce of this counter offer may be made by prc...iding a srgn$-d oopy to the offering partY or their
.gefrt prior to ---12./, '(/Q1 r; . r'l.o~?o!-- (Da'telTime). Off'3r1ng party may \N'1ti,dreW this cc-unter offer
any!1rr'\e pr10r to receMng wtitIerl accept.2.nca. If ao::aptanca is nol given to the offerin!;j pi!lrty or thei:- asent
by e;.;plratlor. of the time for acceptan::a, this offl;1r Is then null and void.
\~'4P "",:; >--CJ~eL<,-<---~ i V / I / <{ 7
6ell~; I _P ,...... Dale ~l,Jyer D,;tp.
\ <.-~_ _,.e~~<'1;...,,{{J?..._-- _ ~'L7-
~~ v.).._<~......--:,,-r-f..;~.v,, Dat~ Buy&:" Oc.t.
. ~ ; 1'-cI:'
6:::fj.:::"'...:..,,~........_ ,:'7.
NOTICe:: The termS appearing in thi! document. including but not lImi'ted to Sellsr Agent. Buyer Agent,
Dual Agent. StaMory Bro)(ef, SL.L.b-Agentand Adverse Material Fac;t. ,He specIfically drefined
In TrtJe 37, Chapter 5~ of the Montana Code ,A.nnotate<i 2nd are not intended t" create ...
relationship or oblig~lions othp.r t.h6n eo 5C de-flnea.
=,tJO/o{{' /l.l'V\ ",~\A T10f'l OF 8.d'J. TQ~~ F.~",;irl ~o. n is
ATTACHMENT "B" CONT.
, , -,
, . .. . . ,
RELINQUISHED PROPERTY DIRECT DEEDING INSTRUCTIONS
Elizabeth E. Williams and The Donald E. Williams and Violet V. Williams Revocable Trust dated
Dec. 14, 1994, , ("Exchanger") and EXCHANGE CORPORATION OF MONTANA, a Montana Corporation
("ECOM") have entered into an Agreement of Exchange of Real Property and Partial Escrow Instructions
("Exchange Agreement") involving the exchange of the Relinquished Property described in attachment
HAlf .
ECOM intends to sell the Relinquished Property upon or shortly after acquisition of the said
property. .
Accordingly, in order to save duplicate recording fees, escrow'costs and other like charges,
ECOM instructs Exchanger and Exchanger hereby agrees to execute a deed to Relinquished Property in
favor of Buyer. In addition, Exchanger agrees to execute all bills of sale and assignments of leases,
transfer all security deposits, and other assets comprising the Relinquished Property, which are necessary
to close the transaction described herein, directly in favor of Buyer.
The above transfers are part of an integrated, interdependent, mutual and reciprocal plan
intended to effectuate an exchange by Exchanger of Iike.kind real properties pursuant to and in
accordance with the provisions of the Internal Revenue Code Section 1031 and the terms of the Exchange
Agreement between ECOM and Exchanger.
Qualified Intermediary under Exchange # 184:
Exchange Corporation of Montana, a Montana Corporation
By: Date
[~_ ,q~''-/<cflL~
~ ~ 2--t..-- Date 7--(2. 571?;-
___ -',- /~ ,- l-<~
^"'"?" ~ - "7:-
The Donald E. Williams and Violet V. Williams Revocable Trust dated Dec. 14, 1994
~C) ~.1 ~> - - y~ ----, Date ~I ~5-{,? 1r'
By: ft- r~_' _ c: - < ~..../~( _ j)LO_-....,_ ~-""'
Donald E. Williams, Trustee
~ L(~F/;/J t-/ k2?-e~~~~-~,", Dat~;.2:S '7J
By: _' ~- ~- ---
Violet V. Williams, Trustee
Buyer(s ):
The City of Bozeman
By: Date
. . , ,
- -."
'. , ~ . ..
.
RELINQUISHED PROPERTY DIRECT DEEDING INSTRUCTIONS
Elizabeth E. Williams and The Donald E. Williams and Violet V. Williams Revocable Trust daled
Dec. 14, 1994, , ("Exchanger") and EXCHANGE CORPORATION OF MONTANA, a Montana Corporation
("ECOM") have entered inlo an Agreement of Exchange of Real Property and Partial Escrow Instructions
("Exchange Agreement") involving the exchange of the Relinquished Property described in attachment
I'A".
ECOM intends to sell the Relinquished Property, upon or shortly after acquisition of the said
property.
",
Accordingly, in order to save duplicate recording fees, escrow costs and other like charges,
ECOM instructs Exchanger and Exchanger hereby agrees to execute a deed to Relinquished Property in
favor of Buyer. In addition, Exchanger agrees to execute all bills of sale and assignments of leases,
- transfer all security deposits, and other assets comprising the Relinquished Property, which are necessary
to close the transaction described herein, directly in favor of Buyer.
The above transfers are part of an integrated, interdependent, mutual and reciprocal plan
intended to effectuate an exchange by Exchanger of Iikewkind real properties pursuant to and in
accordance with the provisions of the Internal Revenue Code Section 1031 and the terms of the Exchange
Agreement between ECOM and Exchanger.
Qualified Intermediary under Exchange # 184:
Exchange Corporation of Montana, a Montana Corporation
By: Date
Exchanger(s):
Date
Elizabeth E. Williams
The Donald E. Williams and Violet V. Williams Revocable Trust dated Dec. 14, 1994
By: Date
Donald E. Williams, Trustee
By: Date
Violet V. Williams, Trustee
Buyer( s):
i:;47J~-~ ~17 Date
/ . ...
... . ""
. ..
PARCEL I;
Lots 1, 2, 3, 4, 5 and 7 feet off of the North side of Lot 6, Block "D" Black's Addition
to Bozeman. together with a strip of land beginning at the Northeast corner of Lot 1,
Block "0" of Black's Addition to Bozeman: thence North 6 feet, more or less, to a point
" South of the sidewalk on the South side of East Olive Street; thence West parallel
with and " South of said sidewalk 150 feet, more or less. to the extended East line of
the alley in said Block" D"; thence South 6 feet, more or lass. to the Northwest corner
of said Lot 1; thence East along the North line of said Lot l.a distance of 150 feet,
more or less. to the place of beginning, said tract being shown on the plat of Black's
Addition as a portion of Olive Street, all In Block "D" of Black's' Addition to the City of
Bozeman, Montana, according to the official fa'at thereof on file and of record in the
office of the County Clerk and Recorder of Gal atin County, Montana.
PARCEL II:
Lots 13, 14 and 15, Block "D" of Black's Addition to The City of Bozeman, Montana.
according to the official plat thereof on file and of record in the office of the County
Clerk and Recorder of Gallatin County, Montana.
ATTACHMENT "A"