HomeMy WebLinkAbout016 Off-Site Parking Agreement 7-15-2025Page 1 of 7
OFF-SITE PARKING SPACE ACCESS AGREEMENT
This Off-Site Parking Space Access Agreement (“Agreement”) is made this 15th day of July 2025, by and
between
Churn Creek Development, LLC, 498 Churn Creek Drive, Bozeman, MT 59715 (“Grantor”) and
TRS Management LLC, 4230 E. Graf St, Bozeman, MT 59715 (“Grantee”) and with consent of the
City of Bozeman, P.O. Box 1230, Bozeman MT 59771, to meet parking requirements of the City of Bozeman.
For valuable consideration, the receipt of which is hereby acknowledged, the Grantor and Grantee agree as follows:
1. Grantee is the owner of the following described real property (“Lot 4”):
Lot 4 in Block 2 of Glen Lake Commerce Subdivision, City of Bozeman, Gallatin County, Montana,
according to the official plat thereof on file and of record in the office of the County Clerk and Recorder,
Gallatin County, Montana. (Plat Reference: J-642)
2. Grantor entered into an Indefinite Term Lease for Land (Contract No. BF-20546936) (“Lease”), which lease
is dated April 30, 2025, whereby Grantor is the Lessee and BNSF Railway Company is the Lessor of certain land
located immediately south of the southern boundary of Lot 4, labeled as “Area of Long Term Parking Access” as
depicted on Exhibit A attached hereto and made a part hereof (“Parking Area”).
3. Grantor has agreed to grant a long term access to Grantee for the use of the Parking Area to meet the parking
requirements of the City of Bozeman for Application No. __________________(the “Project”).
4. Grantor grants to Grantee for its benefit and that of its successors and assigns an irrevocable right of access
for the sole and exclusive use of the Parking Area (“Parking Spaces”) by Grantee for the purpose of meeting the
parking requirements of the Project. The City consents to the access granted herein provided the parking spaces so
identified meet all applicable requirements of the Bozeman Municipal Code, Chapter 38 for the Project during the
term of this Agreement.
5. Grantor certifies that, as of this date, Grantor is in compliance with the terms and conditions of the Lease and
has not received notice from BNSF of noncompliance, default or breach of the Lease. Within 2 business days of
receiving any such notice from BNSF, Grantor shall deliver to Lessee a copy of such notice.
6. Grantor, Grantor’s heirs, successors and assigns, shall continue to make all payments and fully perform all
terms of the Lease. Upon the 30 year anniversary of this agreement, Grantor may charge Grantee the same annual
Base Rent and any additional amounts which BNSF regularly charges Grantor, with no markup by Grantor. Grantee
acknowledges that Grantee has read the Lease and understands that Grantee’s use is subject to the terms, provisions
and conditions of the Lease in its entirety.
a. Limits on Actions. The Grantor will not commence any action or proceeding with respect to the Lease
or against BNSF without the Grantee’s prior written consent.
b. Notices of Default to Grantee. If BNSF delivers notice of termination, noncompliance, breach or any
default to Grantor under the Lease, Grantor shall deliver a copy of such notice to Grantee within 2 days
of Grantor’s receipt of such. For purposes of this notice provision, such notice shall be delivered by the
following means:
i. to Grantee’s address provided herein above; and
ii. to the following email addresses: cathyjwerner@gmail.com and brwerner@gmail.com.
c. Right to Cure Default. Grantee shall have the right, but not the obligation, to cure any default under the
Lease within the same time and the same manner as the Grantor.
PLNAPP-14500
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d. Costs to Cure Default. In the event Grantee does advance sums to cure any default (including attorney
fees and costs), Grantor shall, within 30 days after receipt of a bill therefor, reimburse Grantee for all
costs incurred by Grantee to cure. All amounts paid by Grantee to cure a default under the Lease shall
accrue interest at the rate of 10.0% per annum, compounded monthly, until paid by Grantor to Grantee.
e. Lease Termination; Remedy. If the Lease is terminated as the result of any act, failure to act, breach or
noncompliance with the terms of the Lease on the part of Grantor (“Termination”), and such Termination
results in noncompliance with the site plan approval of City for the project on Lot 4, the City of Bozeman
has authority to require that Grantee provide alternative parking spaces to the satisfaction of the City or
pay cash-in-lieu of parking, as provided for in 38,540.050, Bozeman Municipal Code (hereinafter “City
Requirements”). In such an event, all costs for City Requirements shall be the responsibility of Grantor.
In the event Grantee must advance sums to pay City Requirements, Grantor shall, within 30 days after
receipt of a bill therefor, reimburse Grantee for all such costs (including attorney fees and costs) incurred
by Grantee. All such amounts paid by Grantee shall accrue interest at the rate of 10.0% per annum,
compounded monthly, until paid by Grantor to Grantee.
f. Grantee’s Remedies. Grantee shall have the right to specifically enforce Grantor’s obligation to cure any
default under the Lease and/or pursue any remedy at law or in equity against Grantor for failure to so
cure.
7. Grantor shall build a parking lot upon the Premises, including paving, curb and gutter, and landscaping, in
compliance with all applicable specifications, requirements and codes of the City of Bozeman; thereafter, Grantee
shall be fully responsible for all landscaping, maintenance, repair and upkeep of the Premises.
8. Grantee shall indemnify and hold harmless Grantor, and its officers, principals, directors, members, partners,
equity owners, shareholders, employees, agents, servants, subtenants, licensees, contractors and invitees:
a. from and against any liability, penalties, losses, damages, costs and expenses, demands, causes of
action, claims or judgments arising from or growing out of any injury to any person or persons or any
damages to any property as a result of any occurrence during the term of this Agreement occasioned in
any way out of negligence caused by the action or inaction of Grantee or Grantee’s officers, officials,
directors, members, employees, agents, servants, contractors or invitees occurring on the Premises, or
arising out of Grantee’s use, occupation or operation of the Premises; and
b. from and against all legal costs and charges, including attorneys’ fees, incurred in connection with any
such matter and the defense of any action arising out of the same; provided, however, that Grantee shall
not be required to indemnify Grantor for any damage or injury of any kind arising solely as the result of
Grantor’s gross negligence or willful misconduct or that of its agents, officers, employees, contractors,
servants, licensees or invitees.
9. Except as otherwise provided herein, any notice required or permitted to be given pursuant to this agreement
shall be in writing and the same shall be given and shall be deemed to have been served and given if: (i) placed in the
United States mail, certified, return receipt requested, or (ii) deposited into the custody of a nationally recognized
overnight delivery service, addressed to the party to be notified at the address specified herein, or to such other
addresses the party to be notified may designate by giving the other party advance written notice of such change in
address.
10. All parties recognize the significant legal implications of this Agreement and have consulted legal counsel
prior to signing. This Agreement shall be perpetual, shall run with the land, and shall be binding upon the heirs,
successors and assigns of the Grantor and Grantee hereto and must be recorded in the records of the Gallatin County
Clerk and Recorder. This Agreement may be terminated or modified and the right of access granted herein revoked
only by prior written consent of the Grantee and the City’s Director of Community Development (“Director”) by a
document filed in the records of the Gallatin County Clerk and Recorder.
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11. Each person signing this Agreement represents and warrants that they are fully authorized to execute this
Agreement on behalf of the entity on whose behalf such individual has signed this Agreement, and that by signing
this Agreement such entity will be bound by the terms contained herein.
[ a separate signature and notary page for each party follow this page, followed by Exhibit A ]
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THE CITY OF BOZEMAN
_______________________________________
By: ________________________________,
Director of Community Development
STATE OF MONTANA
County of Gallatin
This instrument was signed before me this _______ day of ______________________, 2025, by
________________________________, as Director of Community Development for the City of Bozeman.
_______________________________________
Notary Public for the State of Montana
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EXHIBIT A
AREA OF LONG TERM PARKING ACCESS