HomeMy WebLinkAbout03-22-22 - Downtown Urban Renewal District Board - Agendas & Packet MaterialsA.Call meeting to order
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B.Disclosures
C.Changes to the Agenda
D.Approval of Minutes
D.1 Approval of February Minutes(Staley)
E.Public Comment
Please state your name and address in an audible tone of voice for the record. This is the time for
individuals to comment on matters falling within the purview of the Committee. There will also be
an opportunity in conjunction with each action item for comments pertaining to that item. Please
limit your comments to three minutes.
F.FYI/Discussion
F.1 March Finance Report(Staley)
F.2 FY2023 DRAFT Budget Review(Staley)
THE DOWNTOWN AREA URBAN RENEWAL DISTRICT BOARD OF BOZEMAN, MONTANA
DURD AGENDA
Tuesday, March 22, 2022
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F.3 URD Funding Request for Fire Station One Sale (Staley)
F.4 Executive Director's Report (Staley)
G.Adjournment
For more information please contact Ellie Staley, Downtown Bozeman Partnership,
ellie@downtownbozeman.org
This board generally meets the 3rd Tuesday of the month from 12:00 to 1:00pm
Committee meetings are open to all members of the public. If you have a disability and require
assistance, please contact our ADA coordinator, Mike Gray at 582-3232 (TDD 582-2301).
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Memorandum
REPORT TO:Downtown Area Urban Renewal District Board
FROM:Ellie Staley, Executive Director Downtown Bozeman Partnership
SUBJECT:Approval of February Minutes
MEETING DATE:March 22, 2022
AGENDA ITEM TYPE:Minutes
RECOMMENDATION:Approve
STRATEGIC PLAN:7.3 Best Practices, Creativity & Foresight: Utilize best practices, innovative
approaches, and constantly anticipate new directions and changes relevant
to the governance of the City. Be also adaptable and flexible with an
outward focus on the customer and an external understanding of the issues
as others may see them.
BACKGROUND:Approval of minutes from the February 2022 DURD Board Meeting.
UNRESOLVED ISSUES:None
ALTERNATIVES:None
FISCAL EFFECTS:None.
Attachments:
URD Minutes 2-22.pdf
Report compiled on: March 10, 2022
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Downtown Urban Renewal District
Board Meeting Minutes
February 15, 2022
Attending: Bobby Bear, Emily Cope, David Fine, Cory Lawrence, Jen Madgic, Marley
McKenna, Jeff Mihelich, Tony Renslow, Angie Rutherford, Ellie Staley, Nick Zelver
Absent: Nicholas Wickes
Minutes
ACTION: Nick Zelver moved to approve the January minutes as presented.
Cory Lawrence seconded the motion.
All voted in favor.
Public Comment
None.
Discussion Items
Fire Station 1- Create Workforce Housing
Marley McKenna recused herself from this item.
David Fine presented the request from City of Bozeman to Downtown Urban Renewal Board for
approval of Resolution 2022-01. Resolution 2022-01 would be used to incentivize the
redevelopment of the Fire Station 1 with workforce housing by having the Downtown Urban
Renewal District designate such a project as an Urban Renewal Project and offering a financial
incentive of up to $1,600,000 for proposed projects that contain at least 40 units of workforce
housing. The Resolution defined workforce housing as housing that is affordable to housing
holds make 120% AMI or less. The District would pay the proposed incentive at the time the
Project obtains a Certificate of Occupancy to ensure the project is completed, thereby mitigating
the risk to urban renewal funds and ensuring the creation of new taxable value by the project.
The stated $1.6 million was suggested to be taken out of existing cash reserves.
Cory Lawrence stated this item came up very quickly and close to the deadline stated by David
Fine. Nick Zelver asked if there are additional funding options other than URD funds to support
affordable housing. Tony Renslow stated that the timeline of closing on a deal could be
controlled by the seller, allowing for more time for the board to gather more information on this
project. Angie Rutherford asked if there was a spectrum of options for funding this project.
Public Comment: Ashley Ogle stated she is in support of affordable housing in Downtown
Bozeman and appreciates the boards discussion to this matter of how quickly it was brought to
the board and would want to see further details and more answers for the project.
Motion to deny funding of $1.6 million towards the Fire Station 1 project.
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Tony Renslow: Motion
Cory Lawrence: 2nd
Approve:
Tony Renslow
Cory Lawrence
Disapprove:
Bobby Bear
Nick Zelver
Angie Rutherford is a non-voting member.
Motion was to “deny the funding request” and therefore is no-action due to tie
The board asked city staff to come back with further information on the project and to show
exact details of what the URD would be getting in return for their investment of URD funds.
Downtown Parking Update
Ellie provided an update on paid parking implementation in downtown. At the February 1st City
Commission meeting, City Staff presented a Downtown Bozeman Parking Proforma outlining
potential parking revenue if a paid parking program was implemented downtown in the core and
on surface lots. The City Commission directed City Staff to return with additional information
including parking garage site locations, funding options for additional supply, alternative
transportations ideas. The Downtown Bozeman Partnership staff has worked to relay
information during this process to our stakeholder contact lists. The City will be holding open
houses/forums in March will consist of answering questions about paid parking and how the city
could effectively implement paid parking to reduce unintended or negative consequences
through solutions like a properly designed employee permit program.
Meeting was adjourned at 2:00 pm
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Memorandum
REPORT TO:Downtown Area Urban Renewal District Board
FROM:Ellie Staley, Executive Director Downtown Bozeman Partnership
SUBJECT:March Finance Report
MEETING DATE:March 22, 2022
AGENDA ITEM TYPE:Finance
RECOMMENDATION:Discussion
STRATEGIC PLAN:7.3 Best Practices, Creativity & Foresight: Utilize best practices, innovative
approaches, and constantly anticipate new directions and changes relevant
to the governance of the City. Be also adaptable and flexible with an
outward focus on the customer and an external understanding of the issues
as others may see them.
BACKGROUND:Staff will present the monthly finance report.
UNRESOLVED ISSUES:None
ALTERNATIVES:None
FISCAL EFFECTS:None.
Attachments:
URD Finance Report 3-22.pdf
Report compiled on: March 10, 2022
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Downtown URD March 2022 Finance Report
Downtown Urban Renewal District Finance Report
Category
Approved
FY2022 Budget FY2022 YTD recent activity
Income
Starting Cash Balance 3,295,598$ 3,295,598$
Income from TIF 335,000$ 335,000$
COB Interlocal Share 1,456,000$ 1,453,382$
Entitlement Share State of Montana 57,050$ 56,050$
Interest Income 20,000$
Other Income
Total Income 5,163,648$ 5,140,030$
Expenses
Operations
DBP Management Fee 190,000$ 142,500$
Total Operations 190,000$ 142,500$
Infrastructure Improvements
Street Furniture and Park Maintenance 25,000$ 33,536$
Streetscape--new purchases 30,000$ 20,435$ $20,145 trash/recycling can
North Rouse Streetscape Project
FY Encumbered- Streetlamps (26 qty)85,000$ 78,767$
Phase 1 Construction: Conduit 17,000$ 11,077$
Phase 2 Construction: Lamps 80,000$ 129,097$ $175 MT Lines
North Willson Streetscape Project 75,000$
Streetscape Assistance Grant Program 50,000$
Streetlamp Power Reconfiguration Project
Alley Improvements 50,000$
FY20 Encumbered 19,000$
DBIP: Bozeman Creek Improvements 50,000$
DBIP: Wayfinding & Parking Signage 15,000$
Life-Safety Grant Program 50,000$
Fiber Infrastructure 100,000$
Fiber-Broadband Infrastructure--Grants 10,000$ 3,200$
Intersection Cable Anchor Repairs 30,000$ 3,613$
DBA Event Stage 50,000$
Parklet 50,000$
Alternative Transportation Projects 75,000$
Total Improvements 861,000$ 279,725$
Planning
City Economic Development Specialist 33,000$
Technical Assistance Grants 50,000$
FY20 & FY21 Encumbered Funds 45,000$
Residential Incentive Program 200,000$
DBIP: Transportation Planning 25,000$
21 Encumbered- Part Two--Data, Analysis, Cost Est 91,000$
DBIP: Alley Planning 45,000$ 991$
DBIP: Bozeman Creek Planning 30,000$
DBIP: Soroptomist Park Planning 50,000$
DBIP: Code Amendments 20,000$ 1,648$
DBIP: Design Guidelines 85,000$
DBIP: Downtown Infrastructure & Public Realm 100,000$
DBIP: General Implementation 100,000$ 5,535$
DBIP: Employee Paid Parking Permit System 20,000$
DBIP: Wayfinding Plan & Parking Signage 10,000$
Utility and Infrastructure Improvement 250,000$
Structured Parking Feasibility Analysis 35,000$ 11,750$
Structured Parking Informal, Site Plan, Bids 750,000$
Professional Services Term Contract 75,000$
Streetscape Preliminary Engineering 50,000$
Total Planning 2,064,000$ 19,924$
Parking Structure
Garage Bond Payment 335,000$
Total Parking Garage Payments 335,000$ -$
Total Expenses 3,450,000$ 442,149$
Balance 1,713,648$ 4,697,881$
** Final FY21 numbers received
by COB finance
URD Finance Report 3-22
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Memorandum
REPORT TO:Downtown Area Urban Renewal District Board
FROM:Ellie Staley, Executive Director Downtown Bozeman Partnership
SUBJECT:FY2023 DRAFT Budget Review
MEETING DATE:March 22, 2022
AGENDA ITEM TYPE:Plan/Report/Study
RECOMMENDATION:Discussion
STRATEGIC PLAN:7.3 Best Practices, Creativity & Foresight: Utilize best practices, innovative
approaches, and constantly anticipate new directions and changes relevant
to the governance of the City. Be also adaptable and flexible with an
outward focus on the customer and an external understanding of the issues
as others may see them.
BACKGROUND:Staff will give review the draft fiscal year 2023 budget for final approval in
April/May and staff presentation to the City Commission.
UNRESOLVED ISSUES:None
ALTERNATIVES:None
FISCAL EFFECTS:None.
Attachments:
DTN URD Budget FY2023 DRAFT-2.pdf
Report compiled on: March 10, 2022
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Downtown Urban Renewal District FY2023 Budget DRAFT
Category
FY22 Approved
Budget YTD 3-22/proj.FY23 DRAFT
Income
Starting Cash Balance $3,395,598 $3,393,983 $3,393,983
Income from TIF $335,000
COB Interlocal Share $1,456,000 $1,841,880 $1,903,184
Entitlement Share State of Montana $57,050
Interest Income $20,000
Other Income
Total Income $5,263,648 $5,235,863 $5,297,167
Expenses
OperationsDBP Management Fee $190,000 $190,000 $202,000
Total Operations $190,000 $190,000 $202,000
Infrastructure Improvements
Street Furniture and Park Maintenance $25,000 $33,536 $25,000
Streetscape--new purchases $30,000 $290 $25,000
North Rouse Streetscape Project
FY21 Encumbered- Streetlamps (26 qty)$85,000 $78,767 $0
FY21 Encumbered- Phase 1 Construction: Conduit $17,000 $11,077 $0
FY21 Encumbered-Phase 2 Construction: Lamps $80,000 $128,922 $0
North Willson Streetscape Project $75,000 $75,000
Streetscape Assistance Grant Program $50,000 $50,000
Streetlamp Power Reconfiguration Project -$0
Alley Improvements $50,000 $200,000
DBIP: Bozeman Creek Improvements $50,000 $0
DBIP: Wayfinding & Parking Signage $15,000 $15,000
Life-Safety Grant Program $50,000 $30,000
Fiber Infrastructure $100,000 $0
Fiber-Broadband Infrastructure--Grants $10,000 $3,200 $10,000
Intersection Cable Anchor Repairs $30,000 $3,613 $25,000
DBA Event Stage $50,000 $0
Parklet $50,000 $50,000
Alternative Transportation Projects $75,000 $75,000
Workforce Housing Project - Fire Station One $1,600,000
Total Improvements $861,000 $259,405 $599,000
Planning
City Economic Development Specialist $33,000 $36,500
Technical Assistance Grants $50,000 $50,000
FY20 & FY21 Encumbered Funds $45,000 $45,000
Residential Incentive Program $200,000 $200,000
DBIP: Transportation Planning $25,000 $25,000
FY21 Encumbered- Part Two--Data, Analysis, Cost Est $91,000 $0
DBIP: Alley Planning $45,000 $991 $50,000
DBIP: Bozeman Creek Planning $30,000 $0
DBIP: Soroptomist Park Planning $50,000 $10,000
DBIP: Code Amendments $20,000 $1,648 $10,000
DBIP: Design Guidelines $85,000 $25,000
DBIP: Downtown Infrastructure & Public Realm Plan $100,000 $0
DBIP: General Implementation $100,000 $5,535 $50,000
DBIP: Employee Paid Parking Permit System $20,000 $20,000
DBIP: Wayfinding Plan & Parking Singage $10,000 $10,000
Utility Infrastructure Improvements $250,000 $100,000
Structured Parking Feasibility Analysis $35,000 $11,750 $0
Structured Parking Informal, Site Plan, Bids $750,000 $1,000,000
Professional Services Term Contract $75,000 $75,000
Streetscape Preliminary Engineering $50,000 $0
Total Planning $2,064,000 $19,924 $1,706,500
Parking Structure
Garage Bond Payment $335,000 $335,000 $335,000
Total Parking Garage Payments $335,000 $335,000 $335,000
Total Expenses $3,450,000 $804,329 $2,842,500
Balance $1,813,648 $4,431,534 $2,454,667
DURD FY23 DRAFT Budget
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Memorandum
REPORT TO:Downtown Area Urban Renewal District Board
FROM:Ellie Staley, Executive Director Downtown Bozeman Partnership
SUBJECT:URD Funding Request for Fire Station One Sale
MEETING DATE:March 22, 2022
AGENDA ITEM TYPE:Policy Discussion
RECOMMENDATION:Discussion
STRATEGIC PLAN:2.2 Infrastructure Investments: Strategically invest in infrastructure as a
mechanism to encourage economic development.
BACKGROUND:At the February Board Meeting and March 1 Special Meeting, a request from
City of Bozeman to Downtown Urban Renewal Board was made for approval
of Resolution 2022-01 - A Resolution of the Downtown Bozeman Urban
renewal district Board Recommending the Bozeman City Commission
Approve a Project in the Downtown Urban Renewal District as an Urban
Renewal Project; to Create Workforce Housing and Associated Ground Floor
Commercial Uses and other Public Infrastructure at the Bozeman Fire Station
1 Site; Making Findings with Respect Thereto and Recommending the Use of
Tax Increment Revenues to Reimburse Eligible Costs Thereof. This request
was denied and will be on the Commission Agenda for potential approval on
March 22.
UNRESOLVED ISSUES:None
ALTERNATIVES:N/A
FISCAL EFFECTS:Impact of $1.6 Million to future budget and work plan
Attachments:
Commission_Memo_Fire_Station_URP_Designation_032222.pdf
Ordinance__2106_approving_Fire_Station_project__1_.pdf
Prov_Adoption_Ordinance_2101_Sale_of_FS1.pdf
PSA_Fire_Station1_Sale.pdf
Report compiled on: March 10, 2022
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Memorandum
REPORT TO:City Commission
FROM:Jeff Mihelich, City Manager
David Fine, Economic Development Manager, Housing and Development
SUBJECT:Ordinance 2106 Provisional Adoption Approving a Project in the Downtown
Urban Renewal District as an Urban Renewal Project; Making Findings with
Respect Thereto and Approving the Use of Tax Increment Revenues or Tax
Increment Revenue Bonds to Reimburse Eligible Costs Thereof
MEETING DATE:March 22, 2022
AGENDA ITEM TYPE:Action
RECOMMENDATION:“I move to approve the staff findings in the Commission Memorandum and
provisionally adopt Ordinance 2106.”
Background
The City is soliciting offers from private investors to redevelop the Fire Station 1 property within the
District as a project with a significant workforce housing component. Due to very high development
costs in Bozeman, projects with a workforce housing component often feature a capital gap –the delta
between the cost to produce a workforce housing unit and the sale price or lease rate necessary for an
investor to complete the project. Recent analysis showing a capital gap in Bozeman housing construction
is instructive. One Valley Community Foundation partnered with Future West on a study of housing
affordability in the Bozeman area. For units defined as affordable for households making 100% of the
area median income (AMI), the analysis showed a capital gap of $99,800 for attached townhome units.
Rental units showed a smaller, though still significant capital gap. An analysis by Root Policy Research, a
real estate economics firm hired to revise the City’s approach to housing affordability, showed that
stacked condominium units may actually be more costly to construct due to elevators and other costs
related to building type. While these studies do not represent an analysis of a specific project in
Downtown, they are illustrative of the capital gap faced by most projects attempting affordability in the
Bozeman area. These financial realities imply that workforce housing, particularly in an area with high
land costs, like the Downtown core, will likely require an incentive or subsidy to be feasible in the
Bozeman market.
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Past Workforce Housing Efforts Downtown
The Downtown Urban Renewal District Board (the “Board”) has long sought the creation of workforce
housing units in Downtown Bozeman. In Fiscal Year 2012, the Board created and included $100,000 in
its annual work plan and budget as a “Residential Housing Incentive Grant.” The Board included the
same incentive amount in its work plan and budget for each subsequent fiscal year until, in FY 2022, the
Board increased the amount appropriated for the program to $250,000. The program, to date, has not
received any applications. The Board, nevertheless, has clearly signaled their intent to support
community housing with $1,150,000 in appropriations over the past 10 fiscal years.
The 2019 Downtown Improvement Plan reconfirmed the Board and the City’s commitment to workforce
housing Downtown and suggested that the District should go further to promote affordability:
The City and the Partnership can actively work with developers to construct multi-family for rent
housing projects. For example, the Downtown Partnership could retool the Residential “Incentive
Program” which helps with impact fees to only apply to studios and one bedrooms units or to
any project that has long-term affordability controls.(p. 106)
For example, the District could emulate other districts like the Midtown Urban Renewal District, for
which the City Commission approved $2.1 million in incentives to encourage workforce housing in
Midtown in May 2021. By way of comparison, this project was proposed with 90 units of workforce
housing and 10 units of market rate housing, with a per unit subsidy for the workforce units of $24,092
per unit. While these numbers appear large, independent, third party pro forma analysis determined
that the incentives are reasonable to create workforce housing units.
The Downtown Urban Renewal Board considered a Resolution to recommend that the Bozeman City
Commission designate a workforce housing project at the Fire Station site as an urban renewal project
at two meetings. At a February 15, 2022 meeting, the Board voted 2-2 on a motion to deny the
Resolution to designate the project as an urban renewal project, which resulted in no action. Staff
returned to the Board at March 1, 2022 meeting with additional information. At this meeting, a motion
to adopt the Resolution failed 2-2.
Status of Current Offers.
City Staff reviewed offers on the Fire Station site with a workforce housing component. All of the active
offers providing workforce housing requested TIF incentives. All but one of these offers requested
$1.6M in TIF incentives to promote affordability. One offer requested $1M in TIF incentives, but also
required that the City supply parking off-site in the Bridger Park Garage. This contingency was counter to
current policy regarding providing long-term leases in the Bridger Park Garage, and the distance to
Bridger Park Garage from the Fire Station exceeds the allowable distance for off-site parking in the
Unified Development Code. Another offer required the City to provide a loan for 90% of the purchase
price and required $1.6M in TIF incentives. This offer was also not financially feasible for the City. Given
this information, City Staff were able to reduce the number of recommended workforce housing offers
to a single recommended offer, which provided workforce housing.
As an offer including a workforce housing component, City Staff is recommending Cory Reistad’s Offer
for its strength in terms of number of workforce housing units, associated contingencies, and other
factors. Like other potential buyers, Reistad requested $1.6M in TIF assistance. In a meeting with the
Reistad team, the potential buyer was able to clarify a number of points regarding their offer.
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Reistad and his team propose to provide at least 50 for-sale units
In negotiations, the buyer requested flexibility from their proposed pro-forma, which
will be updated to reflect current construction conditions and final design during the
due diligence period. (The attached pro forma calls for 57 units on the site.)
All units would have long-term, deed restricted affordability for households making
120% AMI or less.
Given the increased cost of Downtown land and the recently approved Midtown project, a subsidy of
$32,000 per unit appears reasonable.
Alignment with the Downtown Urban Renewal Plan and Downtown Improvement Plan.
The Ordinance enumerates the ways in which the project is consistent with the City’s planning
documents including the Bozeman Community Plan, the Downtown Urban Renewal Plan, and the 2019
Downtown Improvement Plan. The City should consider the principles and implementation actions of
the Downtown Urban Renewal Plan in determining whether to designate an Urban Renewal Project.
Four of the nine principles of the Downtown Urban Renewal Plan specifically call for enabling high
density housing in and around Downtown. All of the nine principles call for further implementation of
the urban renewal plan through updates to the Downtown Improvement Plan. These documents directly
call for the creation of affordable housing in Downtown Bozeman and the 2019 Downtown
Improvement Plan specifically suggests creating incentives for projects with long-term affordability
controls.
Implementation Actions from the Downtown Urban Renewal Plan (1995, 2015)
Principle 1: Strengthen Downtown’s Economic Vitality
(5) Enable high density housing in and around Downtown
(10) Further refine, prioritize and implement the urban renewal plan by adopting updates to the
“Downtown Improvement Plan” outlining specific programs and projects.
Principle 2: Community Partnership….is Fundamental to Downtown’s Success
(4) Enable high density housing in and around Downtown.
Principle 3: Improve Safety Security and Health of the District
(14) Further refine, prioritize and implement the urban renewal plan by adopting updates to the
“Downtown Improvement Plan” outlining specific programs and projects.
Principle 4: Improve Downtown’s Accessibility
(10) Further refine, prioritize and implement the urban renewal plan by adopting updates to the
“Downtown Improvement Plan” outlining specific programs and projects.
Principle 5: Encourage Downtown Diversity
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(1) Evaluate the City-County Master Plan, Zoning Code, development standards, regulatory
practices and administrative procedures to identify and broaden opportunities for diversity in
housing, employment, business, cultural activities and community events.
(2) Enable high density housing in and around Downtown.
Principle 6: The Cost of Projects and Programs Shall Be Weighed Against Their Benefits
(7) Evaluate the City-County Master Plan, Zoning Code, development standards, regulatory
practices and administrative procedures with the objective being to identify and eliminate all
unnecessary barriers to investment and reinvestment.
Principle 7: Downtown Shall Become More User Friendly
(11) Further refine, prioritize and implement the urban renewal plan by adopting updates to the
“Downtown Improvement Plan” outlining specific programs and projects.
Principle 8: The Image of Downtown Shall Be Continuously Improved
(13) Further refine, prioritize and implement the urban renewal plan by adopting updates to the
“Downtown Improvement Plan” outlining specific programs and projects.
Principle 9: Cultural Activities Shall Be Nurtured and Expanded Downtown
(4) Enable high density housing in and around Downtown.
(6) Further refine, prioritize and implement the urban renewal plan by adopting updates to the
“Downtown Improvement Plan” outlining specific programs and projects.
Ordinance 2106
Ordinance 2106 aims to incentivize the redevelopment of the Fire Station 1 with workforce housing by
designating such a projectas an Urban Renewal Project and offering a financial incentive of $1,600,000
for a proposed project that contains at least 50 units of workforce housing. The Ordinance defines
workforce housing as housing that is affordable to households making 120% AMI or less. The District
would pay the proposed incentive at the time the Project obtains a Certificate of Occupancy to ensure
the project is completed, thereby mitigating the risk to urban renewal funds and ensuring the creation
of new taxable value by the Project. Terms related to payment of the incentive funds will be included in
a future Development Agreement, which will be negotiated with a Buyer and approved at a later date.
Approval of Ordinance 2106 does not tie the incentive amount to a particular buyer of the property or
obligate the City to sell the property. The Ordinance defines the scope of a proposed urban renewal
project and the incentives the City would be willing to offer in order to meet specific urban renewal
objectives. Once defined as an urban renewal project, these terms could be offered to any qualified
future buyer or developer of the property.
Required Findings
Staff analyzed the findings required by statute found that the Project meets all of the five required
findings.
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1) No persons will be displaced from their housing by the Project;
a) The site is currently a Fire Station and does not have a residential use.
2) The Plan and the Project conform to the Bozeman Community Plan or parts thereof for the
City as a whole;
a) Pursuant to the Recitals in the Ordinance and the Staff Memorandum to the City
Commission, the Project is found to be in conformance with the Bozeman Community
Plan and its subordinate neighborhood plans, including the 2019 Downtown
Improvement Plan.
3) The Plan and the Project will afford maximum opportunity, consistent with the needs of the
City as a whole, for the rehabilitation or redevelopment of the District by private enterprise;
a) The City is utilizing a competitive solicitation of offers for private developers to
redevelop the site with a workforce housing component.
4) Taking into account the use of tax increment revenues or the proceeds of tax increment
revenue bonds to reimburse the Developer for all or a portion of the Eligible Costs, there is
expected to be a sound and adequate financial program for the financing of the Project;
a) The Downtown Urban Renewal District currently has adequate cash reserves to support
the proposed incentive payment.
5) The Project constitutes an urban renewal project within the meaning of the Act and the
Plan.
a) Pursuant to the Recitals and the Staff Memorandum to the City Commission, the Project
is found to be in conformance with the Downtown Urban Renewal Plan, which was
previously found by the City Commission to be in conformance with the Act.
Unresolved Issues
City Staff will negotiate issues related to timing, affordability covenants, and number of units in a future
Development Agreement for approval by the City Commission.
Fiscal Effects
The Downtown Urban Renewal District Fund has adequate reserves and annual revenues to appropriate
$1.6 million in a future fiscal year to make a payment required by a Development Agreement and/ or a
Purchase and Sale Agreement for the Fire Station property.
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ORDINANCE 2106
ORDINANCE APPROVING A PROJECT IN THE DOWNTOWN URBAN RENEWAL
DISTRICT AS AN URBAN RENEWAL PROJECT;MAKING FINDINGS WITH
RESPECT THERETO AND APPROVING THE USE OF TAX INCREMENT REVENUES
OR TAX INCREMENT REVENUE BONDS TO REIMBURSE ELIGIBLE COSTS
THEREOF
BE IT ORDAINED by the City Commission (the “Commission”) of the City of
Bozeman, Montana (the “City”), as follows:
Section 1
Recitals.
1.01 Under the provisions of Montana Code Annotated, Title 7, Chapter 15, Parts 42 and
43, as amended (the “Act”), the City is authorized to create urban renewal areas, prepare and
adopt an urban renewal plan therefor and amendments thereto, undertake urban renewal projects
therein, provide for the segregation and collection of tax increment with respect to property taxes
collected in such areas, and apply tax increment revenues derived from projects undertaken
within the urban renewal area to pay eligible costs.
1.02. Pursuant to the Act and Ordinance No. 1409, adopted on November 20, 1995, and
Ordinance No. 1928 adopted December 28, 2015 (collectively, the “Ordinance”), the
Commission created the Downtown Urban Renewal District (the “District”) and approved the
Downtown Urban Renewal District Plan (the “Plan”)as an urban renewal plan in accordance
with the Act, which Plan provides for the segregation and collection of tax increment revenues
with respect to the District.
1.03. The 2020 Bozeman Community Plan identified community housing as “one of
Bozeman’s most serious problems,”
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Ordinance 2106, Approving a Project in the Downtown URD as an Urban Renewal Project
2
1.04. The 2020 Bozeman Community Plan goals, “Encourage distribution of affordable
housing units throughout the City with priority given to locations near commercial, recreational,
and transit assets.”
1.05. The 2020 Bozeman Community Plan goals urge policymakers to, “Require
development of affordable housing through coordination of funding for affordable housing and
infrastructure.”
1.06. The 2020 Bozeman Community Plan calls for prioritizing infill stating,
“Concentrated development uses land more efficiently, may reduce infrastructure costs, and
reduces the overall amount of road surface and need for parking lots, improving overall access to
parks, schools, and shops.”
1.07. The Urban Renewal Plan calls for the District to “Enable high density housing in
and around Downtown,” and “broaden opportunities for diversity in housing”
1.08. The Urban Renewal Plan lists as an implementation action to, “Further refine,
prioritize and implement the urban renewal plan by adopting updates to the “Downtown
Improvement Plan” outlining specific programs and projects.”
1.09. The 2019 Downtown Improvement Plan calls for the District to “Promote a range of
housing options,” including workforce housing and suggests a residential “Incentive Program”
for “any project which has long-term affordability controls.”
1.10. The 2019 Downtown Improvement Plan calls for the District to “Enable high
density housing in and around Downtown,” and “broaden opportunities for diversity in housing”
1.11. The City of Bozeman plans to sell its Fire Station 1 property, located at 34 N.
Rouse Ave., and harness its control of the site to incentivize the creation of workforce housing.
The City Commission supports providing an incentive of up to $1.6 million for an Urban
Renewal Project at the Fire Station 1 site that creates at least 50 units of workforce housing with
long-term affordability controls. The incentive must be to reimburse costs that may be paid by
tax increment financing as defined in 7-15-4288, MCA. For the purposes of this Urban Renewal
Project, workforce housing is defined as housing that is affordable to households making 120%
or less of the Area Median Income (AMI) as defined by the U.S. Department of Housing and
Urban Development (HUD). The City would pay the incentive after the project receives a
Certificate of Occupancy to mitigate risk to urban renewal funds and to ensure the creation of
new taxable value by the project. The Project would also include demolition of the existing Fire
Station structure and related infrastructure and utility improvements; and other related
improvements (collectively, the “Project”) as an urban renewal project under the Act and the
Plan. The Urban Renewal Funds will be available for up to a period of five (5) years after the
17
Ordinance 2106, Approving a Project in the Downtown URD as an Urban Renewal Project
3
Closing Date; after this five (5) year period, eligibility for the Urban Renewal Funds expire. To
maintain eligibility for the Urban Renewal Funds five (5) years, Buyer must seek approval from
the City Commission for renewal of extension of eligibility.
1.12. On March 22, 2022, a duly noticed public hearing was held on the question of
approving the Project as an urban renewal project and the use of tax increment revenues to
provide an incentive for workforce housing and all persons appearing were given an opportunity
to speak at the public hearing.
Section 2
Approval of the Project as an Urban Renewal Project.
The Commission hereby approves the Project as an urban renewal project under the Act
and the Plan. The Project, including the Eligible Costs, is contemplated by and within the scope
of the Plan, and the Eligible Costs are eligible for tax increment financing under the Act.
Section 3
Findings.
The Commission hereby finds with respect to the Project as follows:
a.no persons will be displaced from their housing by the Project;
b.the Plan and the Project conform to the Bozeman Community Plan or parts
thereof for the City as a whole;
c.the Plan and the Project will afford maximum opportunity, consistent with
the needs of the City as a whole, for the rehabilitation or redevelopment of the
District by private enterprise;
18
Ordinance 2106, Approving a Project in the Downtown URD as an Urban Renewal Project
4
d.taking into account the use of tax increment revenues or the proceeds of
tax increment revenue bonds to provide an incentive for workforce housing, there
is expected to be a sound and adequate financial program for the financing of the
Project; and
e.the Project constitutes an urban renewal project within the meaning of the
Act and the Plan.
Section 4
Use of Tax Increment.
4.01. The Commission hereby approves the use of tax increment revenues to incentivize
the development of workforce housing at the Fire Station site, subject to the terms and conditions
of a negotiated Development Agreement.
19
Ordinance 2106, Approving a Project in the Downtown URD as an Urban Renewal Project
5
PASSED, ADOPTED, AND APPROVED by the City Commission of the City of
Bozeman, Montana, at a regular session thereof held on the 22nd day of March , 2022.
___________________________________
CYNTHIA ANDRUS
Mayor
ATTEST:
___________________________________
MIKE MAAS
City Clerk
APPROVED AS TO FORM:
___________________________________
GREG SULLIVAN
City Attorney
20
Ordinance 2106, Approving a Project in the Downtown URD as an Urban Renewal Project
A-1
CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE
I, the undersigned, being the duly qualified and acting recording officer of the City of Bozeman,
Montana (the “City”), hereby certify that the attached resolution is a true copy of Ordinance No.
#### entitled: “ORDINANCE APPROVING A PROJECT IN THE DOWNTOWN URBAN
RENEWAL DISTRICT AS AN URBAN RENEWAL PROJECT; MAKING FINDINGS
WITH RESPECT THERETO AND APPROVING THE USE OF TAX INCREMENT
REVENUES OR TAX INCREMENT REVENUE BONDS TO REIMBURSE ELIGIBLE
COSTS THEREOF”(the “Ordinance”), on file in the original records of the City in my legal
custody; that the Ordinance was duly adopted by the City Commission of the City at a regular
meeting on March 22, 2022, and that the meeting was duly held by the City Commission and was
attended throughout by a quorum, pursuant to call and notice of such meeting given as required by
law; and that the Resolution has not as of the date hereof been amended or repealed.
I further certify that, upon vote being taken on the Resolution at said meeting, the following
Commission members voted in favor thereof:
; voted against the same:
; abstained from voting thereon: ; or
were absent: .
WITNESS my hand and seal officially this 11th day of January, 2022.
(SEAL)
__________________________________
MIKE MAAS
City Clerk
21
ORDINANCE 2101
Page 1 of 6
ORDINANCE 2101
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF BOZEMAN,
MONTANA, AUTHORIZING THE CITY MANAGER TO SIGN A PURCHASE AND
SALE AGREEMENT FOR THE SALE AND CONVEYANCE OF FIRE STATION 1
LOCATED AT 34 NORTH ROUSE AVENUE, BOZEMAN, MONTANA, INCLUDING
CONTINGENCIES REGARDING THE SALE AND REQUIRING THE PROCEEDS
FROM THE SALE BE DEPOSITED IN THE CITY’S GENERAL FUND, AND
PROVIDING FOR AN EFFECTIVE DATE.
NOW THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE
CITY OF BOZEMAN, MONTANA:
Section 1
Legislative Findings.
The City Commission hereby makes the following findings in support of adoption of
this Ordinance:
1.The City of Bozeman owns real property known as the Fire Station 1 identified as
Lots 15, 16, 17, 18, and 19 in Block F of Rouse's First Addition, City of Bozeman, Gallatin
County, MT. EXCEPTING Therefrom the portion transferred to Montana Department of
Transportation for Highway Right of Way, further described in the Bargain and Sale Deed
recorded as Document 2527031 on 10/07/2015 with the Gallatin County Clerk and Recorder.
2.Section 2.11 of the Bozeman City Charter requires adoption of an ordinance when
the City “convey[s]… or authorize[s] the conveyance… of any lands of the city.”
3.Section 2.06.850 of the Bozeman Municipal Code (BMC) (Ordinance 1658) grants
the City Commission the jurisdiction and power to sell any real property, however
acquired, belonging to the City that is not necessary to the conduct of city business
or the preservation of property.
22
ORDINANCE 2101
Page 2 of 6
4.Section 2.06.890.B, BMC, subject to section 2.06.870.D, authorizes the sale of City
property for not less than 90 percent of the appraised. In addition, section 2.06.900,
BMC, provides that “[N]o sale of real property shall be made of any property unless
ithasbeenappraisedwithinone yearpriortothedateofthesaleandtheCityManager
obtained an appraisal which was issued on October 14, 2021. The appraisal provides
the current market value of the property, as of October 12, 2021, is $3,240,000.00.
The proposed sale price of $2,916,000.00 is 90% of the appraised value.
5.On July 27, 2021, the Bozeman City Commission determined by a vote of 5 – 0,
adoptingthe findings included in the July 27, 2021 staff memorandum and concluded
Fire Station 1 was no longer needed for public use and the public interest will be
furthered by the sale of the property as provided for in §§ 2.06.880 through 2.06.910
of the Bozeman Municipal Code and directed the City Manager to complete all steps
necessary to negotiate a sale and transfer of the property.
6.Should the Bozeman City Commission provisionally adopt this ordinance by no less
than a two-thirds vote of its total membership, notice of provisional adoption of this
ordinance shall be published in compliance with Sect. 7-1-4127, MCA, prior to final
adoption.
Section 2
The Bozeman City Commission hereby authorizes the City Manager to enter into the attached
Agreement to Sell and Purchase Real Estate (Attachment A) and to take all other action necessary
to effectuate the sale of the Fire Station 1 property to purchaser Good Housing Partnership, LLC
and/or their assigns. The property is located at 34 North Rouse Avenue, Bozeman, MT and
described Lots 15, 16, 17, 18, and 19 in Block F of Rouse's First Addition, City of Bozeman,
Gallatin County, MT. EXCEPTING Therefrom the portion transferred to Montana Department of
Transportation for Highway Right of Way, further described in the Bargain and Sale Deed
recorded as Document 2527031 on 10/07/2015 with the Gallatin County Clerk and Recorder,
Gallatin County, Montana.
The Commission authorizes, subject to fulfillment of the contingencies as stated in the attached
Agreement and those contingencies listed below, the conveyance of the fee title to the Property by
warranty deed to Good Housing Partnership, LLC and/or their assigns:
1. The sale prices shall be Two Million Nine Hundred Sixteen Thousand Dollars
($2,916,000.00).
2. In consideration for the purchase price being below the October 12, 2021 appraised current
market value and below other offers, Buyer or its successors in interest must provide a
minimum of fifty (50) units of housing affordable to purchasers making an average of
120% of the area medium income as provided for in Section 2.5 of Attachment A.
23
ORDINANCE 2101
Page 3 of 6
3. The purchaser shall pay cash to the City at closing.
4. The City Manager shall not be authorized to sign the attached Agreement to Sell and
Purchase Real Estate until 30 days after final adoption of this ordinance; as such, the
Agreement to Sell and Purchase Real Estate shall not be binding on the City of Bozeman
until executed by the City Manager at that time.
Section 3
Proceeds of the sale shall be deposited in the City’s general fund.
Section 4
Repealer.
All provisions of the ordinances of the City of Bozeman in conflict with the provisions of
this ordinance are, and the same are hereby, repealed and all other provisions of the ordinances of
the City of Bozeman not in conflict with the provisions of this ordinance shall remain in full force
and effect.
Section 5
Savings Provision.
This ordinance does not affect the rights and duties that matured, penalties that were
incurred or proceedings that were begun before the effective date of this ordinance. All other
provisions of the Bozeman Municipal Code not amended by this Ordinance shall remain in full
force and effect.
Section 6
Severability.
That should any sentence, paragraph, subdivision, clause, phrase or section of this
ordinance be adjudged or held to be unconstitutional, illegal, or invalid, the same shall not affect
the validity of this ordinance as a whole, or any part or provision thereof, other than the part so
decided to be invalid, illegal or unconstitutional, and shall not affect the validity of the Bozeman
Municipal Code as a whole.
Section 7
Codification Instruction.
24
ORDINANCE 2101
Page 4 of 6
This Ordinance shall not be codified but shall be kept by the City Clerk and entered into a
disposition list in numerical order with all other ordinances of the City and shall be organized in a
category entitled “Ordinances for Sale, Transfer, or Conveyance of Real Property.”
Section 8
Effective Date.
This ordinance shall be in full force and effect 30 days after final adoption.
25
ORDINANCE 2101
Page 5 of 6
PROVISIONALLY PASSED by the City Commission of the City of Bozeman, Montana,
on first reading at a regular session held on the 22nd day of March, 2022.
____________________________________
CYNTHIA L. ANDRUS
Mayor
ATTEST:
_______________________________
MIKE MAAS
City Clerk
APPROVED AS TO FORM:
_________________________________
GREG SULLIVAN
City Attorney
FINALLY PASSED, ADOPTED AND APPROVED by the City Commission of the
City of Bozeman, Montana on second reading at a regular session thereof held on the ____ day
of _______________, 2022. The effective date of this ordinance is _________________, __
2022.
_________________________________
CYNTHIA L. ANDRUS
Mayor
ATTEST:
_______________________________
MIKE MAAS
City Clerk
APPROVED AS TO FORM:
_________________________________
26
ORDINANCE 2101
Page 6 of 6
GREG SULLIVAN
City Attorney
27
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 1 of 20
Attachment A to Ordinance 2101
PURCHASE AND SALE AGREEMENT
This “Agreement” is made and entered into by and between:
“Buyer” and “Seller”
Cory Reistad and Allison Bryan City of Bozeman
(each a “Party” and collectively the “Parties”).
“Buyer’s Agent”: “Seller’s Agent”:
Louisa Hamlin
Pure West Christie’s International Real Estate
louisa@louisahamlin.com
406-570-2178
Ryan Springer
Sterling CRE Advisors Bozeman
Ryan.Springer@sterlingcreadvisors.com
406-579-5586
(each an “Agent” and collectively the “Agents”).
The following terms shall have the following meanings for purposes of this Agreement:
“Real Property”: 34 N Rouse Avenue, Bozeman MT 59715
Legal Description: Lots 15, 16, 17, 18, and 19 in Block F of
Rouses First Addition, City of Bozeman, Gallatin County, MT.
EXCEPTING Therefrom the portion transferred to Montana
Department of Transportation for Highway Right of Way, further
described in the Bargain and Sale Deed recorded as Document
2527031 on 10/07/2015 with the Gallatin County Clerk and
Recorder. To be verified during escrow.
“Purchase Price” $2,916,000,00
“Closing Date” Closing to occur within 15 days of the City of Bozeman
vacating premises.
“Escrow Agent” Tammy Redfern, Montana Title, tredfern@montanatitle.com
“Escrow Method” Wire Transfer
“Earnest Money” $25,000.00
“Due Diligence Deadline” 45 days from Effective Date of
City of Bozeman Ordinance 2101
“Offer Expiration Deadline” Except as provided for in Section 2.2, Offer will remain open
unless and available for Buyer to rescind only until provisional
adoption of City of Bozeman Ordinance 2101; except as
provided for in Section 2.2 thereafter Offer will no longer be
subject to rescission.
28
Attachment A to Ordinance 2101
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 2 of 20
ARTICLE 1—Purchase & Sale
1.1 Purchase. The Seller agrees to sell and the Buyer agrees to buy, on the terms and
conditions set forth in this Agreement and Schedule 1, all of the Seller’s right, title, and
interest in the Real Property, and Significant Intangible Assets, including all rights,
improvements and fixtures located on the Real Property and all rights, privileges,
easements, and rights of way appurtenant to the Real Property (collectively, the
“Property”) excepting the Seller’s interests in water rights 41H 61642-00 and 41H
61643-00 and excepting the existing fire poles. If Seller has not accepted this offer by
the Offer Expiration Deadline, such offer shall be deemed to have been automatically
withdrawn as of the Offer Expiration Deadline.
1.2 Good Faith Deposit. Notwithstanding that this Agreement must be ratified by the Bozeman City Commission, no later than two (2) days after the City Manager’s signature
on this Agreement Buyer will cause the Earnest Money to be deposited with the Escrow
Agent.
1.3 Water Rights and Decommissioning of Well. Buyer recognizes and agrees the Seller
will retain its interests in the water rights described in Section 1.1. Buyer also recognizes the City will, prior to the Closing Date, decommission the well. After the Closing Date, Buyer will be responsible for all regulatory requirements for the well and Seller shall have no more responsibility.
1.4 Due Diligence. Buyer recognizes it has had opportunity to conduct due diligence during
the time period the Property was listed for sale. Nevertheless, Buyer shall have until the
Due Diligence Deadline to conduct inspections or reviews customary in the sale of
commercial real estate in Montana of the Real Property including the inspections and
evaluations listed on Schedule 1. During this period, Seller will make reasonable
accommodations for Buyer, or Buyer’s agents, to enter and inspect and evaluate the
Property. Buyer may terminate this Agreement, at Buyer’s sole and absolute discretion,
if the Property is not satisfactory and if Buyer provides notice to Seller before the
expiration of the Due Diligence Deadline. If Buyer so terminates, Buyer shall provide
Seller any reports or information relating to due diligence that were prepared by Buyer or
Buyer’s Agent.
1.5 Seller’s Deliveries. Prior to Seller’s Due Diligence Delivery Deadline, Seller shall
provide to Buyer legible copies of all material documents or contracts affecting the
Property in Seller’s possession or which are reasonably accessible to Seller.
29
Attachment A to Ordinance 2101
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 3 of 20
1.6 Title. By the Seller’s Due Diligence Delivery Deadline, Seller shall deliver to the Buyer
a commitment for a standard ALTA owner’s title insurance policy issued by the Closing
Agent (the “Preliminary Title Commitment”) in an amount equal to the Purchase Price
commitment to insurance merchantable title to the Real Property excluding only the
Water Rights mentioned in Section 1.3 and the Exceptions (as defined in Section 1.7).
Buyer shall have twenty (20) business days from the delivery of the Preliminary Title
Commitment to object to the title of the Property (a “Buyer Objection”). If Buyer so
objects, Seller shall have thirty (30) days—and the Closing Date shall be automatically
extended by thirty (30) days—to address such Buyer Objection to the satisfaction of
Buyer, in Buyer’s sole and absolute discretion.
1.7 Seller’s Title Delivery. At the closing the Seller shall convey good and marketable fee
simple title to the Real Property to the Buyer by warranty deed, free and clear of all liens,
encumbrances, easements, rights of way, restrictions, reservations, conditions, burdens,
and other defects in title (the “Warranty Deed”), except as follows (the “Exceptions”):
a.Easements, rights of way, restrictions, reservations, conditions, and burdens of
record;
b.Easements, rights of way, and encroachments which are apparent on inspection of
the Real Property or which would be disclosed by a survey of the Real Property;
c.Laws, ordinances, and regulations relating to zoning, land use, environmental
protection, and building;
d.Reservations made in patents or in acts authorizing the issuance of patents;
e. Taxes and assessments which are not yet due and payable;
f.All other conditions of title disclosed by the Preliminary Title Commitment, and
which did not receive a Buyer Objection; and
1.8 City Not Bound in Its Regulatory/Utility Authority. Buyer recognizes the City enters
this Agreements as a landowner and not in its regulatory role regarding any land use,
zoning, building inspection, subdivision, or any other circumstance where the Buyer may
need to receive regulatory approvals from the City prior to conducting any activity on the
Property after the Closing Date. In addition, Buyer recognizes the City is a provider of
certain utility services including but not limited to water, sewer, and stormwater. As such,
Buyer agrees that noting herein binds the City to make certain regulatory approvals should
the Property be redeveloped, reused, demolished, or in any capacity wherein the City may
have regulatory or utility authority after the Closing Date. In addition, Buyer recognizes
30
Attachment A to Ordinance 2101
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 4 of 20
the Covenant regarding affordable housing provided in Section 2.5 runs with the land and
in no way supersedes the City’s regulatory authority.
ARTICLE 2—Conditions to Performance
2.1 Conditions To Buyer’s Performance. The Buyer will have the right to terminate this Agreement, and shall not be obligated to complete the purchase of the Property or to perform the Buyer’s other obligations under this Agreement, unless all of the following conditions have been satisfied or waived:
a.The Seller’s title to the Property meets the requirements set forth in this Agreement;
b.On the Closing Date the Seller executes and delivers to the Closing Agent all of thedocuments which this Agreement, or the Closing Agent, requires the Seller toexecute and deliver;
c.All of the warranties and representations of Seller contained in this Agreement shallhave been true and correct when made, and shall be true and correct in all materialrespects on and as of the Closing Date with the same force and effect as thoughsuch warranties and representations had been made on and as of the Closing Date;
d.Seller shall have maintained the Property until the Closing in its condition as of thedate of Buyer’s signature hereunder, ordinary wear and tear excepted;
e.Seller delivers possession of the Property to Buyer on the Closing Date;
f.All mortgages, judgments, and liens shall be paid or satisfied by the Seller at orprior to closing unless otherwise provided herein; and
g.No additional encumbrances, restrictions, easements or other adverse title
conditions have been placed against the title to the Property other than those
identified in the Preliminary Title Commitment.
2.2 Buyer’s Right To Rescind. The Buyer may rescind this Agreement without any further obligation or liability hereunder before the Due Diligence Deadline or the deadline for a Buyer Objection. In the event of the Buyer’s failure to timely reject any defect or deficiency in
writing by such deadline, Buyer will be deemed to have waived such contingency and to have accepted the Property and Personal Property subject to any existing conditions or defects.
2.3 Conditions to Seller’s performance. The Seller will have the right to terminate this Agreement, and shall not be required to convey the Property to the Buyer or to perform the other
obligations of the Seller under this Agreement, unless all of the following conditions have been satisfied or waived:
31
Attachment A to Ordinance 2101
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 5 of 20
a.On the Closing Date the Buyer executes and delivers to the Closing Agent all
of the documents which this Agreement, or the Closing Agent, requires the
Buyer to execute and deliver including the Purchase Price.
b.On the Closing Date the Buyer executes and delivers to the Closing Agent allof the documents which this Agreement, or the Closing Agent, requires the
Buyer to execute and deliver.
c.All of the warranties and representations of Buyer contained in this Agreement
shall have been true and correct when made, and shall be true and correct in all
material respects on and as of the Closing Date with the same force and effect
as though such warranties and representations had been made on and as of the
Closing Date.
d.In addition, the Buyer recognizes and agrees the sale of the Property shall be
contingent upon the Seller’s compliance with Chapter 2, Article 6, Division 5,
Bozeman Municipal Code, and the ratification of this Agreement by duly
adopted ordinance of the Bozeman City Commission pursuant to the
requirements of the Section 2.11 of the Bozeman City Charter. Final ratification
of this Agreement shall not be effective until 30 (thirty) days after final adoption
of such ordinance. Should the Bozeman City Commission fail to ratify the City
Manager’s signature on this Agreement this transaction shall be terminated
automatically without any further action of the Seller required and the Earnest
Money returned to Buyer.
2.4 Remedies—Liquidated Damages. THE PARTIES ACKNOWLEDGE THAT
THEY HAVE DISCUSSED THE TYPE AND MAGNITUDE OF DAMAGES THAT
EACH COULD SUFFER IF THIS AGREEMENT TERMINATES BECAUSE OF
THE OTHER PARTY'S BREACH OR DEFAULT HEREUNDER.
FURTHERMORE, EACH ACKNOWLEDGES THAT IT HAS NEGOTIATED THIS
TOPIC IN GOOD FAITH WITH THE OTHER AND HAS CONCLUDED THAT IT
IS EXTREMELY DIFFICULT AND IMPRACTICAL TO AFFIX A DOLLAR
AMOUNT TO DAMAGES FOR BREACH OR DEFAULT AND THEREFORE
HAVE AGREED TO THE FOLLOWING REMEDIES:
a.Seller’s Remedies in the Event of Buyer’s Beach of Default. THE
PARTIES AGREE THAT SELLER'S SOLE REMEDY, AT LAW OR IN
EQUITY, IN THE EVENT OF A DEFAULT OR BREACH BY BUYER,
IS FOR SELLER TO KEEP THE EARNEST MONEY DEPOSIT AND
ALL INTEREST EARNED THEREON WITHOUT ADDITIONAL
INSTRUCTIONS TO ESCROW AGENT. THEREAFTER THIS
32
Attachment A to Ordinance 2101
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 6 of 20
AGREEMENT SHALL TERMINATE AND SELLER SHALL HAVE NO
FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT
EXCEPT FOR THOSE THAT ARE EXPRESSLY STATED TO
SURVIVE THE TERMINATION THEREOF.
b.Buyer's Remedies in the Event of Seller's Breach or Default. THE
PARTIES AGREE THAT BUYER'S SOLE REMEDY, AT LAW OR IN
EQUITY, IN THE EVENT OF A DEFAULT OR BREACH BY SELLER
UNDER THIS AGREEMENT, IS FOR BUYER TO HAVE RETURNED
TO IT THE EARNEST MONEY DEPOSIT AND ALL INTEREST
EARNED THEREON AS LIQUIDATED DAMAGES (NOT AS A
PENALTY.
2.5 Affordable Housing Covenant/Parking Incentives. Buyer’s performance under
this Agreement is conditioned upon the Bozeman City Commission authorizing an
ordinance approving an Urban Renewal Project for the Real Property which will make
eligible to Buyer an amount up to $1,600,000.00 at the time of redevelopment of the
Property (the “Urban Renewal Funds”). Buyer understands and agrees the Urban Renewal
Funds are not to be provided by the City at Closing; rather, the Urban Renewal Funds, if
approved, will be made available to Buyer pursuant to and conditioned upon the Buyer and
City entering into a development agreement no later than approval by the City of a site plan
for redevelopment of the Real Property. Failure by the Bozeman City Commission to
finally adopt the ordinance shall allow Buyer to rescind this Agreement.
Buyer understands and agrees as consideration for the Purchase Price and in consideration
for receiving the opportunity to obtain the Urban Renewal Funds at the time of
redevelopment of the Real Property, Buyer must record, at Closing, an affordable housing
restrictive covenant and agreement that binds the Buyer or the Buyer’s successors in
interest to the development of a minimum of 50 (fifty) affordable housing units on the Real
Property. The affordable housing units are housing units, regardless of ownership type, that
are perpetually affordable to households with income equal to an average of 120% of the
area medium income. The covenant must run with the land and apply to not only the first
sale from Buyer but also to all future sales of the unit. All sales prices for the units must be
based on the most recent affordability data available through the Housing and Urban
Development’s Affordability Data System for Bozeman or similar affordability data
available at the time of sale or resale.
Buyer agrees the covenant will be a binding agreement between Buyer (and its successors
in interest) and the City, and that the Buyer benefits from such a covenant in consideration
for the Purchase Price and the opportunity to obtain the Urban Renewal Funds.
33
Attachment A to Ordinance 2101
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 7 of 20
In addition to the above mentioned covenant, the Buyer understands and agrees Buyer and
Seller must enter into the above mentioned development agreement to make the Urban
Renewal Funds available to Buyer. Buyer understands and agrees the development
agreement must provide that the Urban Renewal Funds will be available to Buyer only
upon occupancy of redevelopment of the Real Property and the fulfillment of obligations
contained within the affordable housing covenant and agreement. Furthermore, the Urban
Renewal Funds will only be available as reimbursement to Buyer only for expenses directly
related to the redevelopment of the Real Property as such eligible expenses are listed in 7-
15-4288, MCA.
In addition to the above, the Parties agree the City will make available up to but no more
than 12 (twelve) parking spaces at a City-owned and operated parking facility for use by
Buyer for redevelopment of the Real Property and only as such off-site parking is
authorized by the requirements of the Bozeman Municipal Code in place at the time of
submittal of a site plan application for redevelopment of the Real Property. Buyer or its
successors will be responsible for all future parking permit fees as established by the City.
The above parking spaces will be available only if redevelopment of the Real Property
requires the use of these spaces. Buyer agrees it must exhaust all reasonable measures to
meet its parking demand on site prior to the City spaces being made available. As such,
these spaces are only available as the “last in” spaces; meaning, other reductions from
minimum parking requirements of the Bozeman Municipal Code must be considered and
used prior to reliance on the parking spaces available under this incentive. Finally, the
parking spaces contemplated herein will not be reserved specifically for residents or tenants
of redevelopment that occurs on the Real Property and Buyer recognizes there may be
times where the parking space is physically not available to its tenants or buyers.
Both the Urban Renewal Funds and the parking spaces at a City-operated parking facility
will be available to Buyer only at redevelopment as described herein and only for a period
of five (5) years after the Closing Date; after this five (5) year period eligibility for the
Urban Renewal Funds and the parking spaces expire. To maintain eligibility for the Urban
Renewal Funds or parking spaces after five (5) years, Buyer must seek approval from the
City Commission for renewal of extension of eligibility. Buyer understands and agrees that
while the Urban Renewal Funds and parking spaces are available only for five (5) years,
the affordable housing covenant will remain and run with the land in perpetuity regardless
of expiration of the eligibility for Urban Renewal Funds or parking spaces.
As such, Buyer understands and agrees the Seller’s performance under this Agreement
related to the Urban Renewal Funds is only the adoption of the ordinance authorizing
34
Attachment A to Ordinance 2101
redevelopment of the Real Property as an urban renewal project and the availability of the
Urban Renewal Funds described herein.
Buyer understands and agrees the Seller is only required by this Agreement to enter into
the development agreement on terms agreed to by the Seller and that any reimbursement
made to Seller pursuant to the development agreement must comply with all requirements
of the development agreement as negotiated between the Parties.
Buyer agrees that if a court of competent jurisdiction overturn the ordinance authorizing
the use of Urban Renewal Funds for redevelopment of the Real Property such action in no
way invalidates this Agreement or the affordable housing restrictive covenant and
agreement. If such ordinance is invalidated, Buyer recognizes the Urban Renewal Funds
will not be available for redevelopment of the Real Property.
Article 3—Closing
3.1 Escrow. The Earnest Money shall be deposited by the respective Agent with the
Escrow Agent within two (2) business days of provisional adoption of Ordinance 2101 according
to the Escrow Method.
3.2 Taxes and Assessments. Seller and Buyer shall prorate taxes, as well as pre-paid
rents, if any, as of the Closing Date. The prior year’s taxes should be used for proration in the
event that the current year taxes are not available, and shall not be adjusted based on any
subsequent change in assessed value. All non-perpetual Special Improvement Districts or
Association Special Assessments will be paid off at Closing by Seller.
3.3 Closing Date. Buyer recognizes the Property currently serves as the City’s Fire
Station 1. Buyer also recognizes the City is currently constructing the Bozeman Public Safety
Center (BPSC) with an estimated completion date of July 1, 2022. Buyer enters into this
Agreement recognizing the Buyer may not take ownership of the Property until such time as the
City completes construction of the BPSC and Fire Station 1 has relocated to the BPSC. As such,
Buyer recognizes the Closing Date is subject to change by the City if the BPSC is not completed.
Closing Date is estimated to be no more than 15 days after City notifies Buyer it has vacated the
Real Property. Buyer agrees the City may unilaterally extend the Closing Date to a date reasonably
necessary to allow the City to complete construction of the BPSC and move Fire Station 1 to the
BPSC. The City must take all reasonable steps necessary to complete the construction of the BPSC
and move Fire Station 1. The Buyer may request updates from the City on the status of the BPSC
construction and relocation of Fire Station 1.
Recognizing the above, the Parties anticipate closing this transaction on the Closing Date. In
addition to the City’s authority to extend the Closing Date for issues related to the BPSC and
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 8 of 20
35
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 9 of 20
Attachment A to Ordinance 2101
relocation of Fire Station 1, either Party may extend the Closing Date by ten (10) business days,
by prior notice, unless such extension would cause adverse tax consequences to other Party (i.e. in
the case of an exchange pursuant to 26 USC § 1031) and the other Party has provided notice of
such implications by the Due Diligence Deadline.
3.4 Closing Costs. Buyer and Seller shall equally split all costs related to conducting
the closing and the fee of the Closing Agent. Seller shall pay the cost for a standard 2021ALTA
® Owner’s Policy for Title Insurance, with any enhancements in such coverage to be paid by
Buyer.
3.5 Seller Documents to be Delivered at Closing. On the Closing Date, the Seller
shall deliver to Buyer:
a.The Warranty Deed with a realty transfer certificate recognizing the Seller reserves
unto itself water rights listed herein;
b. A title insurance policy in the amount of the Purchase Price of the Real Property to
insure the Buyer’s title to the Real Property;
3.6 Buyer Closing Deliveries. On the Closing Date, the Buyer shall deliver to the
Escrow Agent the Purchase Price in immediately available funds.
3.7 Purchase Price Adjustment. The Earnest Money and any accrued interest shall
be applied to the Purchase Price.
Article 4—Representations and Warranties
4.1 Representations and Warranties of Seller. The Seller hereby warrants, represents, and
covenants that all of the following warranties and representations are true and correct as
of the date of Seller’s signature hereunder. For purposes of this section “knowledge”
shall mean the due and reasonable inquiry of Seller.
a.Authority of Seller. Seller is the owner of the Property and/or has the full right,
power and authority to sell, convey, and transfer the Property to Buyer as provided
herein, and to perform Seller’s obligations hereunder. The execution, delivery, and
performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all necessary
organizational action on the part of Seller. Notwithstanding the above, the Buyer
recognizes and agrees the sale of the Property will be subject to and contingent
upon fulfillment of provisions of Sections 2.3 and 2.5.
36
Attachment A to Ordinance 2101
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 10 of 20
b.Compliance. Except as disclosed to Buyer by the Due Diligence Deadline, Seller
has no knowledge of any aspect or condition of the Property which violates
applicable laws, rules, regulations, codes or covenants, conditions or restriction, or
of improvements or alterations made to the Property without a permit where one
was required, or of any unfulfilled order or directive of any applicable
governmental agency or casualty insurance company requiring any investigation,
remediation, repair, maintenance, or improvement to be performed on the Property.
c.Possessory Rights. Except as disclosed to Buyer by the Due Diligence Deadline,
Seller has no knowledge of anyone having any rights in the Property adverse to the
Seller.
d.Liens. There are no unsatisfied mechanics’ or materialmens’ lien rights concerning
the Property, and none of the personal property to be conveyed to Buyer under this
Agreement, are subject to any lien or encumbrance affecting such, except as
disclosed in writing to Buyer.
e.Actions, Suits, or Proceedings. Seller, and no agent of Seller, has any knowledge
of any actions, suits, or proceedings which are pending or threatened before any
commission, board, bureau, agency, arbitrator, court, or tribunal that would affect
the Property or Seller’s ability to convey the Property to Buyer hereunder.
f.Bankruptcy. Seller, nor any equity owner of Seller, is the subject of a
bankruptcy, insolvency, conservatorship, or probate proceeding.
g.Conflicts. Except as disclosed to Buyer by the Due Diligence Deadline, no other
person has any right or option to acquire any portion of the Property and the
execution, delivery and performance of this Agreement by Seller and the
consummation by it of the transactions contemplated hereby will (i) not violate any
provision of its organizational documents or any applicable law, rule, regulation,
order or comparable requirement; or (ii) require notice to or the consent,
authorization, approval or order of any person, except for notices that have been
given and consents that have been obtained.
h.Access and disputes. Except as disclosed to Buyer by the Due Diligence Deadline,
the Seller has legal and physical access to the Property which is adequate for the
current use of the Property, and the Seller, and no agent of Seller, knows of any
dispute or disagreement which could threaten access to the Property. Buyer is
aware of the tunnel in the basement of the Real Property.
37
Attachment A to Ordinance 2101
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 11 of 20
i.Adverse Change. Except as disclosed to Buyer by the Due Diligence Deadline,
the Seller has no information or knowledge of any action by adjacent landowners,
or natural or artificial conditions on the Property or adjacent property, which could
have a material adverse effect upon the Property or its value. There is no significant
adverse fact or condition relating to the Property which has not been specifically
disclosed in writing by the Seller to the Buyer.
j.Incomplete Inaccurate or Misleading Information. The Seller doesn’t know of
any materially incomplete, inaccurate, or misleading information in the documents,
lists, and reports furnished to the Buyer under this Agreement.
k.Hazardous Substances on the Property. Except as disclosed to Buyer by the
Seller Delivery Deadline, that with respect to the period during which the Seller
owned or occupied the Property, and to the knowledge of the Seller with respect to
the time before the Seller owned or occupied the Property, no hazardous substances
have been manufactured, processed, treated, handled, stored, installed, recycled,
disposed, or released, intentionally or unintentionally, on the Property, and there
have been no activities or events on the Property which could subject the Seller, the
Buyer, or any subsequent owner of the Property to damages, penalties, injunctive
relief, or cleanup or response costs under any environmental law or common law
theory of liability. To the knowledge of Seller, no hazardous substances have been
manufactured, processed, treated, handled, stored, installed, recycled, disposed, or
released, intentionally or unintentionally, on land which is adjacent to the Property.
Except as disclosed by the Seller prior to the Due Diligence Deadline, for the
purposes of this paragraph, “Hazardous Substances” shall mean any and all
substances, materials, chemicals, or wastes that now or hereafter are classified or
considered to be hazardous or toxic under any Environmental Law, or that are or
become regulated by any governmental authority because of toxicity,
infectiousness, radioactivity, explosiveness, ignitability, corrosiveness, or
reactivity under any environmental law applicable to the Property, and shall also
include: (a) gasoline, diesel fuel, and any other petroleum hydrocarbons; (b)
asbestos and asbestos containing materials, in any form, whether friable or non-
friable; (c) polychlorinated biphenyls; (d) radon gas; and (e) flammable liquids and
explosives.
l.Broker. Except for the Seller’s Broker, no broker, finder, or investment banker is
entitled to any brokerage, finder’s, or other fee or commission in connection with
the transactions contemplated by this Agreement based upon arrangements made
by or on behalf of Seller.
38
Attachment A to Ordinance 2101
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 12 of 20
m.Statutory Disclosures. Except for the disclosures provided on Schedule 2, no
other disclosures are required by Seller.
4.2 Representation and Warranties of Buyer. The Buyer hereby warrants, represents, and
covenants that all of the following warranties and representations are true and correct as of
the date of Buyer’s signature hereunder. For purposes of this section “knowledge” shall
mean the due and reasonable inquiry of Buyer.
a.Authority of Buyer. Buyer has the full right, power and authority to purchase and
acquire the Property from Seller as provided herein, and to perform Buyer’s
obligations hereunder. The execution, delivery, and performance of this
Agreement and the consummation of the transactions contemplated hereby have
been duly and validly authorized by all necessary organizational action on the part
of Seller.
b.Broker. Except for Buyer’s Broker, no broker, finder, or investment banker is
entitled to any brokerage, finder’s, or other fee or commission in connection with
the transactions contemplated by this Agreement based upon arrangements made
by or on behalf of Buyer.
c.Due Diligence. Except as expressly set forth in this Agreement to the contrary, and
recognizing Buyer has had an opportunity to inspect the Property prior to the date
of this Agreement, Buyer is purchasing the Property in its existing condition "AS
IS, WHERE-IS, AND WITH ALL FAULTS” with respect to all facts,
circumstances, conditions and defects, and, Seller has no obligation to determine or
correct any such facts, circumstances, conditions or defects or to compensate Buyer
for same. Seller has specifically bargained for the assumption by Buyer of all
responsibility to investigate the Property, and of all risk of adverse conditions and
has structured the Purchase Price and other terms of this Agreement in
consideration thereof. Buyer has undertaken all such investigations of the Property
as Buyer deems necessary or appropriate under the circumstances as to the status
of the Property and based upon same, Buyer is and will be relying strictly and solely
upon such inspections and examinations and the advice and counsel of its own
consultants, agents, legal counsel and officers. Buyer is and will be fully satisfied
that the Purchase Price is fair and adequate consideration for the Property and, by
reason of all the foregoing, Buyer assumes the full risk of any loss or damage
(subject to Section 5.3 below) occasioned by any fact, circumstance, condition or
defect pertaining to the Property.
39
Attachment A to Ordinance 2101
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 13 of 20
d.No Warranty or Other Representation. Except as expressly set forth in this
Agreement to the contrary, Seller hereby disclaims all warranties of any kind or
nature whatsoever INCLUDING, WITHOUT LIMITATION, WARRANTIES
OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES,
whether expressed or implied including, without limitation warranties with respect
to the Property. Except as is expressly set forth in this Agreement to the contrary,
Buyer acknowledges that it is not relying upon any representation of any kind or
nature made by Seller, or Seller's Agent, or any of their respective direct or indirect
officers, directors, employees or agents (collectively, the "Seller Related Parties")
with respect to the Property, and that, in fact, except as expressly set forth in this
Agreement to the contrary, no such representations were made. To the extent
required to be operative, the disclaimers and warranties contained herein are
"conspicuous" disclaimers for purposes of any applicable law, rule, regulation or
order.
Article 5—Additional Provisions
5.1 Assignment. This Agreement may not be assigned by the Buyer without the prior written
consent of the Seller. Any other assignment or purported assignment of the Agreement
shall be null and void.
5.2 1031 Exchange. In connection with any 1031 exchange or exchanges, the Buyer may
assign its respective rights under this Agreement to a qualified intermediary or exchange
accommodation titleholder, as required by IRS Regulations. No such assignment will
modify or release any of the obligations of either the Buyer or the Seller under this
Agreement. Notwithstanding any such assignment or assignments, the Seller will convey
the Property directly to the Buyer. The Parties each agree to cooperate in any exchange
performed by the other party provided that they incur no additional liability, cost, or
expense as a result of the cooperation, but neither Party will be obligated to acquire or
convey any other property as part of the other Party’s 1031 exchange.
5.3 Risk of Loss. All loss or damage to the Property shall be retained by Seller until the
Closing.
5.4 Entire Agreement. This Agreement, together with any other documents incorporated
herein by reference and all related exhibits and schedules, constitute the sole and entire
agreement of the Parties to this Agreement with respect to the subject matter contained
herein and therein, and supersedes all prior and contemporaneous understandings,
agreements, representations, and warranties, both written and oral, with respect to such
subject matter.
40
Attachment A to Ordinance 2101
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 14 of 20
5.5 Amendment and Modification. This Agreement may only be amended, modified, or
supplemented by an agreement in writing signed by each Party hereto.
5.6 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless
explicitly set forth in writing and signed by the party so waiving. No waiver by any party
shall operate or be construed as a waiver in respect of any failure, breach, or default not
expressly identified by such written waiver, whether of a similar or different character, and
whether occurring before or after that waiver. No failure to exercise, or delay in exercising,
any right, remedy, power, or privilege arising from this Agreement shall operate or be
construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power, or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power, or privilege.
5.7 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto
and their respective successors and permitted assigns, and nothing herein, express or
implied, is intended to or shall confer upon any other person or entity any legal or equitable
right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
5.8 Governing Law & Forum. All matters arising out of or relating to this Agreement shall
be governed by and construed in accordance with the laws of the State of Montana without
giving effect to any choice or conflict of law provision or rule (whether of the State of
Montana or any other jurisdiction).
5.9 Submission to Jurisdiction. The Parties hereby agree that any suit, action, or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in connection
with this Agreement or the transactions contemplated hereby, whether in contract, tort or
otherwise, shall be brought in the United States District Court for the District of Montana
or district court for the State of Montana, so long as one of such courts shall have subject-
matter jurisdiction over such suit, action, or proceeding. Each of the Parties hereby
irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the
fullest extent permitted by law, any objection that it may now or hereafter have to the laying
of the venue of any such suit, action or proceeding in any such court or that any such suit,
action or proceeding that is brought in any such court has been brought in an inconvenient
form. Service of process, summons, notice or other document by certified mail to the
address set forth in Section 5.19 shall be effective service of process for any suit, action,
or other proceeding brought in any such court.
5.10 Attorneys’ Fees. In the event that any party institutes any suit, action, or proceeding,
against the other Party to enforce the covenants contained in this Agreement (or obtain any
other remedy in respect of any breach of this Agreement) or arising out of or relating to
41
Attachment A to Ordinance 2101
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 15 of 20
this Agreement, the prevailing party in the suit, action or other proceeding shall be entitled
to receive, in addition to all other damages to which it may be entitled, the costs incurred
by such party in conducting the suit, action, or proceeding, including reasonable attorneys’
fees (to include the fees, and expenses of the Bozeman City Attorney’s Office) and
expenses and court costs. This includes, subject tto any limits under applicable law,
attorneys’ fees for bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), appeals, and any anticipated post-judgment collection
services.
5.11 Further Assurances. Each of the Parties hereto shall, and shall cause their respective
affiliates to, execute and deliver such additional documents, instruments, conveyances, and
assurances and take such further actions as may be required to carry out the provisions
hereof and give effect to the transactions contemplated hereby.
5.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall be deemed to be one and the same
agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means
of Electronic Transmission shall be deemed to have the same legal effect as delivery of an
original signed copy of this Agreement (e.g. DocuSign). The Parties have consented to
execute this Agreement electronically in conformance with the Montana Uniform
Electronic Transactions Act, Title 30, Chapter 18, Part 1, MCA.
5.13 Time of the Essence. Time shall be of the essence in this Agreement.
5.14 Remedies. Seller’s sole and exclusive remedy is monetary damages against Buyer. Buyer
may either require Seller to specifically perform, or recover monetary damages against
Seller as provided for in Section 2.4.
5.15 Severability. If any term or provision of this Agreement is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not
affect any other term or provision of this Agreement or render unenforceable such term or
provision in any other jurisdiction. Upon such determination that any term or other
provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the greatest extent possible.
5.16 Relationship of the Parties. Nothing herein shall be construed to create a joint venture or
partnership between the parties hereto or an employer/employee or agency relationship.
Neither party hereto shall have any express or implied right or authority to assume or create
any obligations on behalf of or in the name of the other party or to bind the other party to
any contract, agreement, or undertaking with any third party.
42
Attachment A to Ordinance 2101
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 16 of 20
5.17 Confidentiality. Until the Closing, Buyer shall treat the information disclosed to it by
Seller, or otherwise gained through Buyer's access to the Property and Seller's books and
records, as confidential, giving it the same care as Buyer's own confidential information,
and make no use of any such disclosed information not independently known to Buyer
except in connection with the transactions contemplated hereby; provided, however, that
Buyer may, without the consent of Seller, disclose such information: (a) to its partners,
members, managers, employees, advisors, consultants, attorneys, accountants, prospective
and actual investors, and lenders (the "Transaction Parties"), so long as any such
Transaction Parties to whom disclosure is made shall also agree to keep all such
information confidential in accordance with the terms hereof and (b) if disclosure is
required by law or by regulatory or judicial process, provided that in such event, Buyer
shall notify Seller of such required disclosure, shall exercise all commercially reasonable
efforts to preserve the confidentiality of the confidential information, including, without
limitation, reasonably cooperating with Seller to obtain an appropriate order or other
reliable assurance that confidential treatment will be accorded such confidential
information by such tribunal and shall disclose only that portion of the confidential
information which Buyer is legally required to disclose. Notwithstanding the foregoing,
the confidentially provisions of this Section 5.17 shall not apply to any information or
document which: (i) is or becomes generally available to the public other than as a result
of a disclosure in violation of this Agreement or (ii) subject to compliance with clause (b)
in this Section 5.17 above, is required by law or court order to be disclosed. In the event of
a termination of this Agreement, Buyer shall promptly return all such confidential
information to Seller.
5.18 Notices & Communication. All communication between the Parties regarding this
transaction shall be between the Agents and be conducted via email at the address(es) set
forth on the first page of this Agreement. Any notices, requests, consents, claims, demands,
waivers, and other communications hereunder (each, a “Notice”) shall be in writing and
addressed to the party at the email addresses set forth on the first page of this Agreement,
with cc to their respective Agent (or to such other email address that may be designated by
the receiving party from time to time in accordance with this Section) and sent to the party
and their respective Agent at the mailing address set forth on the first page of this
Agreement. Except as otherwise provided in this Agreement, a Notice is effective only if
the party giving the Notice has complied with the requirements of this Section.
5.19 Survival. The provisions of Sections 2.4 and 2.5, Article IV, and this Article V, shall
survive the termination of this Agreement and the Closing.
#### END OF AGREEMENT EXCEPT FOR SIGNATURES ####
43
Purchase and Sale Agreement City of Bozeman Fire Station 1
Page 17 of 20
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of
the date first written above by their respective officers thereunto duly authorized.
Seller:
By: Jeff Mihelich
Title: Bozeman City Manager
Date:
Buyer:
Name: Cory Reistad
Title: Developer, the Firehouse
Date:
Buyer:
Name: Allison Bryan
Title:
Date
Authentisign ID: 92E62FCB-BAA0-EC11-A22A-281878DCFF5B
44
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 18 of 20
Attachment A to Ordinance 2101
Schedule 1—Specific Inspections
Buyer has permission to perform the following tests: Radon, Mold, Lead, and Asbestos
In addition, Buyer may choose to consult with the following professional prior to the Due
Diligence Deadline: plumber, HVAC, roofer, structural engineer, civil engineer, geotechnical
engineer.
45
Attachment A to Ordinance 2101
Schedule 2—Seller’s Form Statutory Disclosures
RADON GAS: RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT,
WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY
PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME.
LEVELS OF RADON THAT EXCEED FEDERAL GUIDELINES HAVE BEEN FOUND IN
BUILDINGS IN MONTANA. ADDITIONAL INFORMATION REGARDING RADON AND
RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY OR STATE PUBLIC
HEALTH UNIT.
MOLD DISCLOSURE: There are many types of mold. Inhabitable properties are not, and
cannot be, constructed to exclude mold. Moisture is one of the most significant factors
contributing to mold growth. Information about controlling mold growth may be available from
your county extension agent or health department. Certain strains of mold may cause damage to
property and may adversely affect the health of susceptible persons, including allergic reactions
that may include skin, eye, nose, and throat irritation. Certain strains of mold may cause
infections, particularly in individuals with suppressed immune systems. Some experts contend
that certain strains of mold may cause serious and even life-threatening diseases. However,
experts do not agree about the nature and extent of the health problems caused by mold or about
the level of mold exposure that may cause health problems. The Centers for Disease Control and
Prevention is studying the link between mold and serious health conditions. The seller, landlord,
seller's agent, buyer's agent, or property manager cannot and does not represent or warrant the
absence of mold. It is the buyer's or tenant's obligation to determine whether a mold problem is
present. To do so, the buyer or tenant should hire a qualified inspector and make any contract to
purchase, rent, or lease contingent upon the results of that inspection.
A seller, landlord, seller's agent, buyer's agent, or property manager who provides this mold
disclosure statement, provides for the disclosure of any prior testing and any subsequent
mitigation or treatment for mold, and discloses any knowledge of mold is not liable in any action
based on the presence of or propensity for mold in a building that is subject to any contract to
purchase, rent, or lease.
LEAD BASED PAINT. Residential real property on which a residential dwelling was built
prior to 1978 may present exposure to lead from lead-based paint that may place young children
at risk for developing lead poisoning. Lead poisoning in young children may produce permanent
neurological damage, including learning disabilities, reduced intelligence quotient, behavioral
problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant
women. A risk assessment or inspection for possible lead-based paint hazards is recommended
prior to occupancy of this Premises. Risk assessments for lead based paint are the responsibility
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 19 of 20
46
Attachment A to Ordinance 2101
of Buyer or the prospective buyer. Information on protecting your family from lead paint risks
can be found at: https://www.epa.gov/sites/production/files/2017-
06/documents/pyf_color_landscape_format_2017_508.pdf
The Property is equipped with __ smoke detectors [and Carbon monoxide detectors].
METHAMPHETAMINE CONTAMINATION DISCLOSURE STATEMENT: Pursuant to
the provisions of Title 75, Chapter 10, Part 13 of Montana Code Annotated, certain owners of
real property which has been contaminated with hazardous chemical residues created by the
clandestine manufacture of methamphetamine are required to notify any acquiring party of such
contamination and the certification of any remediation or decontamination project. Seller
represents that it has no knowledge of any such contamination of the Property, nor has it
received any notice of any such contamination of the Property. Seller represents that it has no
knowledge of the presence of methamphetamine in any habitable structure, nor has it received
any notice that methamphetamine is present in any habitable structure.
Megan’s Law Disclosure Statement. Pursuant to the provisions of Title 46, Chapter 23, Part 5
of the Montana Code Annotated, certain individuals are required to register their address with the
local law enforcement agencies as part of Montana's Sexual and Violent Offender Registration
Act. In order to provide the public with information so they can protect themselves and their
children from convicted sexual and violent offenders, the Montana Department of Justice
maintains an electronic database entitled the "Montana Sexual or Violent Offender Registry"
which can be found at http://www.doj.mt.gov/svor/. Buyer agrees to be solely responsible to
conduct any investigation regarding the existence of any individuals residing near the Property
that are registered as part of Montana's Sexual and Violent Offender Registration.
Noxious Weeds Disclosure Statement. The Buyer of the Property acknowledges Buyer is aware
that all property in the State of Montana potentially contains the existence of noxious weeds.
Further, the laws of the State of Montana require owners of property within this state to control,
and to the extent possible, eradicate noxious weeds. Pursuant to the provisions of Title 7, Chapter
22, Section 2116 of the Montana Code Annotated, it is unlawful for any person to permit any
noxious weed to propagate or go to seed on the person's land unless they adhere to a noxious weed
management plan as provided for under Montana law. Buyer acknowledges and agrees that before
purchasing the Property, Buyer is solely responsible to conduct any investigation of the Property
regarding the existence or potential existence of noxious weeds on the Property. The Seller cannot
and does not represent or warrant the absence of noxious weeds on the Property. It is the Buyer’s
obligation to determine whether noxious weeds are present. To do so, the Buyer may hire a
qualified inspector and make this Agreement contingent upon the results of that inspection.
#### END OF SCHEDULES ####
Purchase and Sale Agreement City of Bozeman Fire Station 1 Page 20 of 20
47
Memorandum
REPORT TO:Downtown Area Urban Renewal District Board
FROM:Ellie Staley, Executive Director Downtown Bozeman Partnership
SUBJECT:Executive Director's Report
MEETING DATE:March 22, 2022
AGENDA ITEM TYPE:Plan/Report/Study
RECOMMENDATION:Discussion
STRATEGIC PLAN:7.3 Best Practices, Creativity & Foresight: Utilize best practices, innovative
approaches, and constantly anticipate new directions and changes relevant
to the governance of the City. Be also adaptable and flexible with an
outward focus on the customer and an external understanding of the issues
as others may see them.
BACKGROUND:Executive Director will provide updates on Downtown Partnership and
Urban Renewal District programs and projects
UNRESOLVED ISSUES:No
ALTERNATIVES:None.
FISCAL EFFECTS:None
Attachments:
DBP Monthly ED Report 3-22.pdf
Report compiled on: March 11, 2022
48
Downtown Bozeman Partnership – ED Report
February 2022
URD Updates:
• Parking/Bonding Update: Refer to Board Meeting Discussion Items for information and files.
• Alley Project: An Invitation for Quotes was sent to two landscape design firms. One is interested
but concerned about current timeline for subcontractor and supply access. Ellie and Emily to
hire interested company and set future timeline as meeting next wek. Link to Alley Concept
Plan: https://s3.us-west-2.amazonaws.com/dba-2021/Resource-PDFs/2020-11-
12_Bozeman_Alleyways_-_Report_Reduced.pdf.
• URD Grant Update: The Downtown Urban Renewal Grants forms are now all available
electronically! From Façade Assistance to Fiber Connection. We will plan to send this news to
local design professionals and plan to begin a larger assessment of the grants and needs
through the end of FY22 and into FY23.
City of Bozeman Updates:
• The consolidated citizen advisory boards began monthly meetings in December. The next
meeting date and time for each are as follows, agendas and meeting links for each can be found
at Calendar | City Of Bozeman:
o Transportation Board – Wed. Feb. 23 at 6pm
o Urban Parks and Forestry Board – Thursday, Feb. 24 at 6pm
o Economic Vitality Board - Wed. March 2 at 6pm
o Community Development Board – Mon. March 7 at 6pm
o Sustainability Board – Wed. March 9 at 6pm
• Engage BZN - This is a new online space for all of the projects that the City is seeking to get the
word out about and to get your input on. Explore the platform and find easy ways to learn,
listen, and participate in projects that matter to you.
General Downtown Updates:
• DBP Annual Report: We have completed our first ever DBP Annual Report. This will be an
annual document to be sued internally and externally to outline the accomplishments each year
and to reflect on the past and prepare for the future. It was a good process to develop this
report and is the final piece of the DBP Annual Communication Plan. View the FY21 Annual
Report HERE.
• DBP FY2023 Budget/Work Plan: This year’s process has begun internally with confirmed FY23
lease rates and other operational funding planning. Ellie will schedule a meeting with the PMC
in early Feb. to review and approve FY23 in order to begin the work plan and budgeting process
for DURD, BID and DBA based on approved managements fees.
• Outreach Bozeman: Members of this group will present data collected to the City Commission
in early 2022 with the hopes that it will leverage continued support for the next steps and the
long-term goals of this program including; year-round opening of the current warming center as
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well as plans for consistent year-round programming and assistance. We’ll keep the boards
updated on when this presentation is scheduled.
• Downtown Tree Replacement: Bill from Greenspace has been able to assist us in rebidding the
tree replacement project downtown soon. There have been 6 tree stump locations that the city
is unable to dig and replant. These will be handled by Greenspace while the City will handle the
remaining replanting locations. This project is set to begin in early spring.
• The Downtown Event Calendar: The DBA Board has voted and confirmed the scheduled dates
for each event, and they will be updated accordingly on all website and social media platforms.
Check out the website and @DowntownBozman social media platforms for exciting
announcements.
Building Projects:
• Village Downtown - 30 new residential condo units and 9 single-family lots have been
approved by city and are in early phase of construction.
• AC Hotel (5 East Mendenhall) 6 story 140 room full-service hotel. Scheduled to open winter
2022. Entrance is on Tracy Avenue with large event and gathering space looking on to
Mendenhall. A brick-oven pizza bar/restaurant is slated for the top floor with south-facing
patio.
• East End Flats (240 East Mendenhall) - The six-story mixed-use building has been approved by
the city and is expected to include commercial, office, and residential space with underground
parking.
• Cairn Townhomes (northwest corner of W Beall & N Grand)—5 townhome condos currently
under construction.
• North Central (20 North Tracy)—Mountain View & Medical Arts buildings, phased master site
plan development proposing a total of 9 new mixed-use buildings, associated parking, open
space and infrastructure. Application has been approved with conditions.
• 137 East Babcock (formerly Gallatin Laundry) – large redevelopment project in progress,
windows custom-designed windows have been installed. The refurbished old Gallatin Laundry
sign has also been installed. BACKCOUNTRY announced as confirmed lease of this space,
opening in summer 2022.
• US Bank Building (104 East Main Street) – Under construction. Drive-thru has been demolished
and a small ATM erected in the parking area. Building to remain under construction through
2023.
• Lovelace Building (20 West Main) – façade update is complete, and walkway has been removed
New Businesses (since November 2021):
• Out West Trading Post (formerly Collective), 5 East Main – NOW OPEN
• Zebra Cocktail Lounge, 321 East Main – REOPENED, new ownership
• Shred Monk, 121 W Main – OPENING in Feb. 2022
• 27 East Main - being redeveloped as a steak house by Plonk owners
• TBD - 544 East Main—formerly Heeb’s – building improvements underway with several spaces
currently being leased.
• TBD—127 E Main—formerly A Banks Gallery—TBD
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