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Home My WebLink About044 Agreement with Maxey Limited Partnership MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING (this "Memorandum") is executed by and between MAXEY LIMITED PARTNERSHIP, a Montana limited partnership ("Maxey"), and UNITED HOUSING PARTNERS LLC, a Montana limited liability company, and its successor or assigns (collectively "UHP"), and is dated effective as of June 12 , 2025. RECITALS A. UHP intends to acquire and develop two (2) multi-family apartment complexes (the "Projects")on 5.78-acres of real property located south of Juniper Street and north of West Durston Road within the City of Bozeman, Montana, and legally described on Exhibit A(the "UHP Property"). B. Maxey owns 57.6-acres of real property to the east of the Project located north of West Durston Road within the City of Bozeman, Montana and Gallatin County (the "Maxey Property"). C. In order to facilitate the development of the Projects, UHP has requested, and Maxey has agreed to: (1)UHP relocating the existing irrigation ditch that splits the UHP Property and Maxey Property Seven (7) feet to the east to permit UHP to construct a new public road, known as Oak Park Drive, connecting Juniper St. to the Projects' southern boundary (the "Ditch Relocation"); (2)UHP constructing a 5'tall fence using 7' 1.33 lb/ft weight steel T-Posts with anchors, with 6" x 9'pressure treated wood driver posts, set 8' on center (OC). (All posts shall be placed as follows: T-posts should be 2' in the ground; 9' driver posts should be 4' in the ground; and 10' gate posts should be at least 4' 6" in the ground.) The fence line will be constructed with the aforementioned five steel posts 8' OC alternating with one wood driver Post 8' OC, five steel posts 8' OC alternating with one wood driver post 8' OC, and so on. 12 1/2 gauge 4' Bekaert Solidlock high tensile field fence fixed knot mesh wire and 2 strands of Red Brand barbwire on top, evenly spaced, will be used. At ends, turns, dips and/or corners, posts will be 8"x 10, pressure treated posts with 6"x 6' pressure treated post bracing. Gate posts will be 8" x 10' pressure treated posts with 6" x 6' pressure treated post bracing. The gate will be 16' heavy duty mesh metal gate with a strand of Red Brand barbwire affixed to the top of the gate. The gate shall have a snap chain and welded chain latch. The fence will run as close as permitted to the east border of the to be constructed Oak Park Drive running from the intersection of the property lines shared by UHP, Maxey, and Legion Villa along the entire western boundary of Maxey's Property from West Durston Road all the way to West Oak Street and include a gate at the south end of 12t"Avenue (the "Cattle Fence"); (3) Maxey granting UHP a temporary license on and over the Maxey Property for UHP to stage and store construction materials during the development and construction of the Projects and for the access needed by UHP to construct Oak Park Drive and the Cattle Fence (the "Construction License"together with the Ditch Relocation and Cattle Fence(and gate) constitute the "Development Improvements"), the Construction License area shall be limited to a 2-acre area of Maxey Property directly east of the UHP Property as shown in Exhibit B (see "Exhibit B"). By entering into this Memorandum, Maxey and UHP desire to express their intention to provide for the Development Improvements and to document the obligations of Maxey and UHP in connection therewith, as further set forth below. Page 1 of 5 AGREEMENT NOW,THEREFORE,in consideration of the foregoing premises, the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Instrument. To document and effectuate the Development Improvements, Maxey and UHP agree to work together in good faith to finalize an agreement (the "Development Improvements Agreement"). The Development Improvements Agreement shall provide that: (1)UHP undertake the Ditch Relocation;(2)UHP pay for the material and installation costs of the Cattle Fence(and gate)and No Trespassing Signs every two-hundred feet along the Cattle Fence and that Maxey shall be responsible for the ongoing maintenance and repair of the Cattle Fence (and gate), No Trespassing Signs, and Ditch following UHP's construction and completion, and Maxey's acceptance thereof; and (3) Maxey shall grant UHP the Construction License and UHP shall pay Maxey Twenty Thousand Dollars ($20,000.00) for the Construction License, (4) at the conclusion of construction UHP shall remove all materials, items, and any temporary fencing installed in and around the material storage area, reseed the area with a grass mix acceptable to and approved by Maxey, and apply a single application of herbicide for weed control. It is understood and agreed by UHP and Maxey that the Development Agreement shall also provide that UHP and the General Contractor(GC) holding the construction contract and storing and moving material on and off the Maxey Property, shall both obtain liability insurance from an insurance company acceptable to Maxey in an amount of no less than One Million Dollars ($1,000,000.00)per occurrence, Two Million Dollars($2,000,000.00) aggregate, and Five Million Dollars ($5,000,000.00)umbrella for structures with between 1-10 stories, wherein Maxey is named an additional insured, prior to and during any and all construction activity on either the UHP Property and the Maxey Property. Additional insurance requirements are stated in Exhibit C (see "Exhibit C"). 2. Closing. The Development Improvements Agreement shall be put in place, at or within one year following UHP's acquisition of the UHP Property. 3. Term. This Memorandum will continue for one year, and shall terminate earlier upon the occurrence of one of the following conditions: a. If Maxey and UHP sign a mutual consent to terminate this Memorandum, this Memorandum shall terminate on the date set forth in such consent; b. If either party breaches its obligations under this Memorandum, the non-breaching party provides the breaching party written notice of such fact and a 30-day opportunity to cure, and the breaching party fails to do so, then the non-breaching party may terminate this Memorandum by providing written notice thereof to the breaching party; or c. If UHP determines that the financing and/or construction of the Projects are not feasible, UHP may terminate this Memorandum by delivering written notice thereof to Maxey. Upon termination of this Memorandum for any of the reasons cited above, neither party will have any ongoing obligation to the other with respect to this Memorandum. Page 2 of 5 4. Assignment. The parties hereto are each prohibited from assigning this Memorandum to any third party without the prior written consent of the other party. Notwithstanding the foregoing,LTHP shall not be required to obtain such consent to assign its interests here under to affiliates formed by UHP for the purpose of developing the Projects provided that UHP shall remain liable to complete the Development Improvements unless specifically released of liability by the written agreement of Maxey. 5. Notice. All notices required or permitted to be given hereunder must be in writing and must be delivered personally or by nationally recognized overnight courier or sent by United States certified mail,return receipt requested,postage prepaid and addressed to the parties at their respective addresses, and the same shall be effective upon receipt if delivered personally, or on the next business day if sent by overnight courier, or three (3)business days after deposit in the mail if mailed. A party may change its address for receipt of notices by service of a notice of such change in accordance herewith. 6. Binding Effect. This Memorandum reflects the entire understanding between the parties and may only be amended in writing, signed by both parties. This Memorandum is a contract and not merely an "agreement to agree". 7. Counterparts. This Memorandum may be executed in one or more counterparts each of which when so executed and delivered shall be an original, but together shall constitute one and the same instrument. [The remainder of this page has been left blank intentionally] Page 3 of 5 IN WITNESS WHEREOF, the undersigned have executed this Memorandum as of the date first above written. Maxey: Maxey Limited Partnership, a Montana limited partnership By: N I �'✓/� � Title: UHP: United Housing Partners LLC, a Montana limited liability company By: Name: T n 'Connell Title: Mem r Page 4 of 5 EXHIBIT A UHP Property TRACT B, CERTIFICATE OF SURVEY NO. 2439, LOCATED IN THE SW 1/4 OF SECTION 1, TOWNSHIP 2 SOUTH, RANGE 5 EAST, P.M.M GALLATIN COUNTY, MONTANA. Page 5 of 5 Exhibit B ,- ' �.. won l :"Ma-n—zbnitd Drive Proposed Fence ►— _ Cfabapple Drive - — . m t' aR, h . � -A-.aft wo w ! Construction uction License Property Corner E-- k �• t : a �� Dino<'�•�oad--�- �.,�: ..... mom: '� � • E.� EATG EDGE �wATEX�Mw. N OF aaxCRJ CRY6wALN duNIPERSTREET JUNIPER STREET Exro+a �I'c EmE \ ASRN.Lr — — — 9aP•St�yr E.SAW me s eav corm— — —— —— —.— __ •• �______---____--_———J----------------------- m°PERry LWE E4 I S:'.•e f}1� ICI ExrO FEMGE `FgNTWR! y I' T ' o ' I' I I I II �sewsRMux �ine.nl' wv ournar� I I 1 tt4 I' Rw.nSSMH 1 s m al R°VEm T.o I i REL MD W° 1 ' FUTURE oak t I' $TNE I EARRpp�ipTy LWF .�s Property line between -��E%GeSGEeaRp„ Property and �PFRT.LRa $ Maxey Property SEWER EASENExT� I I' 1 Future Oak Park Drive , PFNaE cr•.rr•.Nn — ' TV BGUxpPRv U-Tss11�o11WAaTr.irxT,. I L.LR6'A li CJ.Y.�i,� I VrtR4N 6Nxt.Rv _oaw--__— UxaERaRWNa F°AR:RLNrt y�'d'0.� I --�4"r�Ui-M-- UMFaGRWNO FrBFR OcrN; ' � � — MUVN:IRAL WAiERLWFr ��, I i I EMITARV 9EWER LWE MNSEWER JNE �x I� • 9Wxpvrc uxLess hare° �i4 I, I �� eai>p CURS CHASE UtAERW Wxp FrSER OPila SOx LEm STREET-1 L�a+. I j -} u„°°xnr.,lnr -P LLEcrRKMErtRsraNMEn •�'4 I I N 0.1M.7�0•1 • ggpgp4AHa PE015*µ 1 -Property line between aeiroa°E E%a4'SE RUapWGSE 1 Legion Villa ana Maxey nRE H.°RAx I Property 1 I M l "e *, II Fire access only 49, 1 ,N II � , aEASRFWLT �a,.T. F°Ls- EMOmRFM&Xlarxa SETBACK_ .... _{R_________�_ I,ill� .�1f�M+ `bTE cxramRURiuL°Ixc iiTenrx Y ____.____________F'FI-RERr-- I' i,"wi I I FI 'A.R.FSraA � I I HMM014DT°` I � �ESAxRAa� HIDDEN CREEK DEVELOPMENT EXISTING CONDITIONS gg Hpaz.scALc..•_s' ,UNITED HOUSING PARTNERS LLC '""a'°• o $ Bn BEvnnx e HIDDEN CREEK DEVELOPMENT-SITE PLAN /yyAc Yy A N Ny 1, EXISTING CONDITIONS v BOZEMAN,MONTANA PRoxcr xB.anAnr Exhibit C INSURANCE REQUIREMENTS United Housing Partners (UHP) will or will cause any successor or assignee and the General Contractor to maintain the following insurance. Any variances from the requirements set forth in this Exhibit shall require approval of Maxey Limited Partnership (MLP). I. Construction Phase A. Owner's Liability(Bodily Injury, Personal/Advertising Injury and Property Damage) Insurance of the real estate development class. 1. Amounts to be no less than $1,000,000 per occurrence, $2,000,000 in the aggregate, and $5,000,000 umbrella for structures with 1-10 stories or $10,000,000 umbrella for structures with 11 or more stories. Such policies shall be written on an Occurrence form (CG 00 01 or carrier's equivalent). 2. Coverage shall include coverage of$5,000 per person,per occurrence for medical expenses. 3. Automobile liability insurance to be provided with no less than $1,000,000 combined single limit per accident for owned, hired and non-owned autos, if applicable. 4. A per location aggregate endorsement is to be included on an unlimited basis for any policy that has multiple locations. A per policy limit may be allowable if an umbrella in an amount acceptable to the Limited Partner/Investor Member is provided. 5. Maximum deductible is $25,000 and applied on a per occurrence basis in lieu of a per claim basis. 6. Policy shall not contain an exclusion or sublimit for loss or damage caused by assault and battery or firearms. 7. MLP shall be named as Additional Insured in all construction phased policy or until all work at or on MLP property has been complete. B. General Contractor's Liability (including Bodily Injury, Personal/Advertising Injury, Products & Completed Operations, and Broad Form Property Damage) and Property Damage Insurance of the construction exposure class. 1. Amounts to be no less than $1,000,000 per occurrence, $2,000,000 in the aggregate, and $5,000,000 umbrella for structures with 1-10 stories or $10,000,000 umbrella for structures with 11 or more stories. Such policies shall be written on an Occurrence form (CG 00 01 or carrier's equivalent). 2. Automobile liability insurance to be provided with no less than $1,000,000 combined single limit per accident for owned, hired and non-owned autos. 3. Employer's Liability insurance is to be provided with a $1,000,000 limit, and workers' compensation in the statutory amount. 4. A per location aggregate endorsement is to be included on an unlimited basis for any policy that has multiple locations. A per policy limit may be allowable if an umbrella policy in an amount acceptable to the Limited Partner/Investor Member is provided. 5. Maximum deductible is $25,000 and issued on a per occurrence basis in lieu of a per claim basis. 6. Policy shall not contain an exclusion or sublimit for loss or damage caused by assault and battery or firearms. 7. Completed operations coverage to be maintained for a minimum of three years after project completion. 8. Coverage to include Explosion/Collapse/Underground. 9. Contractor's Pollution Liability insurance is to be provided covering losses caused by pollution conditions that arise from the ongoing or completed operations of the General Contractor or any Subcontractors. Completed operations coverage shall remain in effect for at least five (5) years after final completion of the work. Such insurance shall apply to bodily injury, property damage (including loss of use of damaged property or of property that has been physically injured), cleanup costs, liability and cleanup costs while in transit, and defense (including costs and expenses incurred in the investigation, defense and settlement of claims). There shall be neither an exclusion nor a sublimit for mold- related claims. 10. Policy must be primary and provide that any such insurance maintained by the Partnership/Company, Limited Partner/Investor Member, or any other additional insured included in this Exhibit is excess and non-contributory. 11. General Contractor and insurers must waive their rights of subrogation against Partnership/Company and Limited Partner/Investor Member. 12. Partnership/Company, Limited Partner/Investor Member, and MLP are to be named as Additional Insureds for General Contractor's on-going operations and products/completed operations via both CG 2010 AND CG 2037, or carrier's equivalent. 31599420vl