HomeMy WebLinkAbout22- Gallatin Valley Land Trust - Peets Hill/ Burke Park i
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PROMISSORY NOTE
and
AGREEMICNT
BORROWER. CITY OF BOZEMAN
P.O. Box 1230
,
Bozeman, MT 59771
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LENDER: GALLATIN VALLEY LAND TRUST i
P.O.Box 7021 t
Bozeman,MT 59771 I
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RECITALS
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A. The Bozeman City Commission's Resolution No. 5353,passed by unanimous E
vote on December 14, 2021 (the"Resolution"),authorized the Borrower to cooperate with �..
Lender to acquire certain real property located in the City of Bozeman,Gallatin County,
Montana,in the vicinity of Peets Hill/Burke Park and described more particularly in Exhibit A ;
attached hereto and incorporated herein(the"Property"),
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B. Pursuant to the Resolution,Borrower and Lender have agreed that Lender will
assign its rights as Purchaser of the Property pursuant to an amended Buy-Sell Agreement with '
Simgraf Corporation (Seller),dated on or about July 21,2021, and Borrower,as assignee,will
take fee title to the Property on closing of the Buy-Sell Agreement for eventual inclusion into the
City's Peets Hill/Burke Park.
C. Borrower and Lender have also mutually agreed to divide responsibility for
payment of the purchase price for the Property($1,225,000.00) on terms and conditions more
particularly set forth in Section 1 of the Resolution as follows;
"[Borrower]will authorize the use of$485,000 of funding from the cash-in-lieu f
of parkland dedication fund and . . .will also allocate up to$315,000 plus
financing costs of additional cash-in-lieu of parkland funding to be paid to
[Lender] within two years of the effective date of this Resolution. The$315,000,
plus loan origination fees and an annualized interest rate based on the prime rate+
0.5%, with no prepayment penalty,which is not expected to exceed $30,000,shall
be considered appropriated by [Borrower] until other funding sources are secured
for this project." I
PROMISSORY MOTE-PAGE 1
D. At Closing,therefore,Borrower has agreed to contribute$485,000 of the
purchase price outright, and$315,000 in loan proceeds borrowed from Lender pursuant
to this Promissory Note and Agreement,totaling$800,000.00.
E. At Closing,Lender has agreed to provide loan proceeds for the use of
Borrower in the amount of$315,000 as described.in Recital D above and the Resolution;
$60,000 in non-refuidable Earnest Money already paid to Seller;and$365,000 in
bankable funds,for a total contribution made by Lender(less loan proceeds credited to
Borrower) of$425,000.00.
F. Borrower and Lender therefore enter into this Promissory Note and
Agreement to document the terms of the Lender's agreement to lend, and the.Borrower's
agreement to borrow and repay within two(2)years$315,000,00,plus origination fees
and interest, on the terms and conditions as set forth below and as authorized by
Resolution#5353.
AGREEMENT
1. Principal,Interest,and Term of Note. Borrower promises to pay to Lender the
sum of Three Hundred and Fifteen Thousand and No/100s Dollars ($315,000.00),together with
interest on the unpaid principal balance,on or before January 18,2024(the"Maturity Date"),
when accrued interest and the outstanding unpaid principal balance shall be paid in full.No later
than 30 days prior to the Maturity Date Lender must send an invoice to the Borrow,c% the Parks
and Recreation Director,for indicating all outstanding unpaid principal balance and interest.
Lender's loan origination costs in the amount of$500.00 shall be paid by Borrower on execution
of this Promissory Note and Agreement by Borrower and Lender.
2. Payment of Interest. Simple interest shall accrue on the outstanding principal at
the rate of 3.75%per annum.' Interest shall accrue on the full balance at a rate of$32.363 per
day for the two-year term of this Promissory Note and Agreement.Unless Borrower prepays
principal in whole or in part,interest due on the Maturity Date shall total Twenty-Three
Thousand Six Hundred and Twenty-Five and No/100s Dollars($23,625.00). If full payment of
principal and interest is not made on or before the Maturity Date, a two percent(21%)penalty
shall apply assessed on outstanding principal shall apply,and interest shall begin accruing on the
amount owing at the rate of ten percent(10%)per amrum.
3. Prepajnaent. The Borrower may prepay the loan,including unpaid principal and
interest,without penalty, at Borrower's option. Any partial prepayment of the outstanding
principal balance shall reduce the amount of the interest payment due under the terms of this
Promissory Note and Agreement.
4. Amendment of.Terms,Assignment,&Binding Effect. The terms and conditions
' interest on this Note is based on the rime lending rate 3.25% as reported b The Board of.Governors of die
P � � )� P Y
Federal Reserve on January 10,2022,plus 0.5%. See:htlps://www.federalreserve.g-oy/j-oloos.o-s/iil.5.I.
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PROMISSORY NOTE-PAGE 2
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of this Prorissory Note and Agreement may only be extended, altered or modified,upon the
express written approval and mutual consent of the Lender and Borrower.Any amendment to the
terms hereof must be made in writing and signed by both parties.Borrower may not assign the
obligations created hereunder without the express,written prior approval of the Lender. The
rights and obligations created hereunder shall accrue to the heirs,personal representatives,
successors and assigns of the Lender and Borrower.
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5. Non-recourse loan, default,remedies. This Promissory Note and Agreement is ! j
unsecured but Lender is acting in reliance on the Borrower's allocation of fiends to repay the i
Note as set forth in Section 1 of the Resolution. if Borrower does not pay as agreed or fails to
perform within thirty (30) days of the Maturity Date according to the terms and conditions of this
Promissory Note and Agreement,Borrower shall be in default on this obligation.
Lender shall give notice of such default to Borrower by U.S. mail, "Certified—Returned
Receipt Requested."Borrower shall have thirty(30)days from receipt of a notice of default to
pay the balance then due,including interest and penalties.If Borrower does not cure the default
within the thirty(30)day period after receipt of notice,Lender may foreclose and enforce this
Promissory Note and Agreement pursuant to all available legal and equitable remedies provided
by Montana law,including but not limited to specific performance of contractual obligations,
restitution,unjust enrichment,and reliance damages.
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Lender may engage the services of a third party to help collect this Promissory Note and
Agreement if Borrower does not pay as agreed.Borrower shall pay to the Lender any costs or
fees incurred in such event,including the Lender's reasonable attorney's fees whether or not a
lawsuit is filed to collect any delinquent sums,including costs and fees associated with appeal. j
Borrower shall also pay any reasonable court costs incurred by the Lender.In the Lender's sole
discretion,the Lender may delay in enforcing any of its rights under this Promissory Note and
Agreement without waiving such rights. if a lawsuit is filed for the collection of this Promissory
Note and Agreement,the parties the laws of the State of Montana shall govern and jurisdiction
shall be in Gallatin County,Montana.
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6. Notice, Any notice,payments or other communications given under the terms
hereof shall be sent to the parties at the addresses set forth above,or to such other addresses that j
the parties may designate in writing.
7. Authority, binding effect. Each patty represents that it has full power and
authority to enter into and perform this Agreement and the person signing this Assignment
Agreement on behalf of each party has been properly authorized and empowered to sign this
Assignment Agreement, This Assignment Agreement shall be binding upon the parties hereto,
and their respective successors and permitted assigns.
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8. Counterparts. This Assignment Agreement may be executed simultaneously in j
one or more counterparts,each of which shall be deenned an original,but all of which together
shall constitute one and the sat-no instrument.
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PROMISSORY NOTE-PAGE 3
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This Instrument shall be deemed effective and enforceable oa,1aiiiiary 18,2022.
Dated this day o ,2022,
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BORROWER: CITY OF BOZEMAN !
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By:
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* Date; /3 ` i
i�elicl#
Bozeman City Manager
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STATE OF MONTANA )
SS.
County of Gallatin )
This instrument was acknowledged before nee on the T day of � , 2022, by Jeff
Mihelieh,as CityManager for the City of Bozeman,Montana,
ty
t`"s .- Aotaryublic for the State of Montana
Printed Name:
(BEEAf, I�' :" ,; Residing in
NA I My Commission Expires:
kV _t �_.,s.._.,, VENUE
fx! ilk
ana
~Irks:
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PROMISSORY NOTE-PAGE 4
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LENDER: GALLATIN VALLEY LAND TRUST
A Montana nop`lfiro oipo-tiol
By: Date: - /..
illiam Cochran, Chair
Board of Directors
STATE OF MONTANA )
ss.
County of Gallatin )
This instrument was acknowledged before me on the day of ,2022,by-
William Cochran,in his capacity as Chair of the Board of Directors of Gallatin a ley Land Trust,
Notary Public for the State of Montana
fY armed Name:_
(SEAL) Residing in - - -—
My Conunission Expires:
o�y KRISTIN MAW
Notary Pubilo
aoTAArq�. foi`the state of Montana
SEAL *g Residing at
% of o MY Oommission Expires:
enISM.Montana
pi�nui.� .JUisr 23,2022
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PROMISSORY NOTE, -PAGE 5
EXHIBIT A,
Legal Description of Real Property
PARCEL I:
All of Blocks Twenty-Two(22),Twenty-Three(23) of Electric Heights Addition to Bozeman,
Montana and also all streets and alleys adjacent thereto,the same having been vacated by the
City of Bozeman,by Ordinance No, 169 which said Ordinance was adopted August 4, 1898 and
recorded September 21, 1899 in Volume 7 of Miscellaneous Records at page 80,including that
portion of Ida Avenue vacated by the City of Bozeman,by Ordinance No. 1459 recorded in Film
182,page 4573, Records of Gallatin County,Montana,according to the official plat thereof on
file and of record in the office of the County Cleric and Recorder of Gallatin County,Montana.
PARCEL II:
Lot A of Aldworth's Rearrangement of Block 24 of Electric Heights Subdivision,Lot 3,Block 4
of Graf First Subdivision and Tract 1 of Certificate of Survey No, 2015,located in the
Southeast One-Quarter of Section 18,Township 2 South,Range 6 East, P.M.M.,City of
Bozeman, Gallatin County,Montana,according to the official plat thereof on file and of record
uithe office of the County Cleric and Recorder, Gallatin County,Montana.(Plat 7-287)
PROMISSORY NOTE-PAGE 6