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Home My WebLink About028 Irrigation Ditch Agreement - Maxey Limited MOU MEMORANDUM OF Ul�'DERSTANDING 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 Propeity 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 h�eated 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 bc 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 nin as close as pennitted 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 westenl boundary of Maxey's Property fi-om 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 temporaiy license on and over the Maxey Property for UHP to stage and store constiuction 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 Memoranduin, Maxey and UHP desire to express their intention to provide for the Development Improveinents and to docuinent 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 inutual 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 docuinent and effectuate the Development Improveinents, 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 inaintenance and repair of the Cattle Fence (and gate), No Trespassing Signs, and Ditch following UHP's constniction 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 temporaiy 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 Properry, shall both obtain liability insu�•ance 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. Closin�• The Development Improvements Agreement shall be put in place, at or within one year following UHP's acquisition of the UHP Property. 3. Terin. 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 parry 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 ter�llinate this Memorandum by providing written notice thereof to the breaching party; or c. If UHP determines that the �nancing and/or constniction 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. Assi mnent. The parties hereto are each prohibited fi•oin assigning this Meinorandum to any third party without the prior written consent of the other party. Notwithstanding the foregoing,UHP 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 p�•ovidec�tlzat UHP shall remain liable to complete the Developinent Improvements iuiless specifically released of liability by the written agreement of Maxey. 5. Notice. All notices required or pennitted 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, ot•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. Bindin Effect. This Meinoranduin 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 inerely an "agreeinent to agree". 7. Counteiparts. This Meinorandum may be executed in one or more counteiparts each of which when so executed and delivered shall be an original, but together shall constitute one and the same instrument. [The f�e»iaiizder of this�age hcz.s been left blcrnk ir�tefitioyaczlly] Page 3 of 5 IN WITNESS WHEREOF, the undersigned have executed this Meinorandum as of the date first above written. Maxev: Maxey Limited Partneiship, a Montana limited partnership � � 9 / ' ; � ,i By: �� '�� , ,u�y �.y�� Name: �� Title: `�� ,�,�� UHP: United Housing Partners LLC, a Montana limited liability company � By____--...._..__ y�� 5 Name: T n 'Connell Title: ��Mem r Page 4 of 5 EXHIBIT A UHP Property TRACT B, CERTIFICATE OF SURVEY NO. 2439, LOCATED 1N THE SWI/4 OF SECTION 1, TOWNSHIP 2 SOUTH, RANGE 5 EAST, P.M.M GALLATIN COUNTY, MONTANA. Page 5 of 5 _ z. , .y._ :;�:�,,,. .� qy , � .. „ . .�; �'` -. r �R ^ ' ,� �� ry: +� ,'`` �f�� ,�_ ; �� '� ,} - - ,h� „ � � ��. F4� .i'1�� -.. "�' . � '- J '� F."`' ; . .'�; °�1,�'(-`�1-s +...., .. _, . . , ,.�"'�► � . . � . 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Maxey Property -<'s,4 i g <;��." W ,I ;'� �� I£ SFNEqEASENExl �� I I � �� I I g4.�k �i � �4,;, �,`�o Future Oak Park Drive i � � '� I� FEACk I � ' I j 14T�;\ I� �I � :,+�:a , ! - — — isr.r�n —. ' s;.:' �� _-_- -_ — — *— I I i �..� .u,. _— , �s;:•`��`�,�,�w,�.�.x.��,. v�;+`.� I i o�as � a��N — �� :aeA�Ro�Nooa.,�a��.E �}�' I I I =� ——uos— ii iBFROcilf. •. I� ':I — —s-- SMITAiVSEWEqIrvEE +"�Y..� i �V:�t I' i —_'— _'— V ViER k55 HO�kO �, ��4�'>' I i �� .�S - �o CUPBCwSE^L. . � AOEAGftOuxpF�BEROviiLB�x s5:9�,� I i N RiN�i08�0y uiwixn�.�in� � : OPE015•A�uFn ��. �I �-�«�.n�a";; ��Property line l�tetween , i ;^`,; i "`°sp`a"`°'"°_ Legion Villa anc�Maxey ��AE��•�� .,�,. � � i; �� P Property i � Y t,�e.' i�' 'Q � ' p , ,,� I � �� i I I � Fire access only ' � 4��.,�. i; .x, ,o�, � . F. i`__�--- - --�.G�a�?��,�=�a��. ---� ''i :;ty,�; I ,.-.:" -----i , �i -��. � � �M��,9�K,>t,��, �E� - - i .,� (v+',.� 'b4 _—__[z�axtFURUWiuixGs[iWGt -� I. `-{�'..`? —____ PtiGCE0.+r:ME , a.... I r_— _____ �____.__.______-"'.____ .. I i: �FxTG ....... . . ... . ..I. �uIL�W�ipO[ I �kCONCHfiESwrtury I I.` PE��o /I u�H�N .�..4.. I� : �i 4; t.s4`~'�� . � i , HIDDEN CREEK DEVELOPMENT I EXISTING CONDITIONS roa¢,scn�.�� 'f � � � UNITED HOUSING PARTNERS.LLC _-�� o � e —�.�..aEo a. — —�.�———aE_�:bw- I o m',� < < , HIDDEN CREEK DEVELOPMENT-SITE PLAN /yy,�C'YL nt µI^4 +� �I�I�I� EXISTING CONDITIONS ! � � - - - -— — _� _ __ BOZEMAN,MONTANA """"'"'� """' vE�,,,a.:e,�:o� 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 Parhiership (MLP). I. Construction Phase A. Owner's Liability(Bodilv Injury, Perso�zal/Adve�-tisiftg Lijuiy and PNope�^ty Dai�iage) Inszirance of the real estate development class. � 1. Amounts to be no less than $1,000,000 per occui-�•ence, $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 fonn (CG 00 O1 or carrier's equivalent). 2. Coverage shall include coverage of$5,000 per person,per occuri•ence for inedical expenses. 3. Automobile liability insui•ance 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. Maxiinum 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 batteiy or fireanns. 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 Contractos•'s Liability (incluclifzg Bodilv Injury, Pefsoizal/Advertising Ii1ju`y, Piroducts c� Conapleted Ope�-atioj2s, a�zd Bi-oad Fo��n7� Pr•opet•ty Dctmage) a�ad Property Danzcrge h�sz��a�a.ce 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 Occui�-ence fonn (CG 00 O1 or cai-�•ier's eqiiivalent). 2. Automobile liability insurance to be provided with no less than $1,000,000 coinbined single limit per accident for owned, hired and non-owned autos. 3. Employer's Liability insurance is to be pi•ovided 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 inultiple locations. A per policy liinit inay be allowable if an umbrella policy in an ainount acceptable to the Limited Partner/lnvestor Meinber is provided. 5. Maximum deductible is $25,000 and issued on a per occurrence basis in lieu of a per claiin basis. 6. Policy shall not contain an exclusion or sublimit for loss or damage caused by assault and batteiy or fireai-�ns. 7. Completed operations coverage to be maintained for a minimum of three years after project completion. 8. Coverage to include Explosioi�/Collapse/Underground. 9. Contractor's Pollution Liability insurance is to be provided covering losses caused by pollution CO11CI1t10I1S that arise from the ongoing or completed operations of the General Contractor or any Subcontractois. Completed operations coverage shall remain in effect for at least five (5) years after final completion of the work. Such insurance shall ap�ly to bodily injury, property damage (including loss of use of damaged property or of property that has been physically injlired), cleanup costs, liability and cleanup costs while in ri-ansit, and defense (including costs and expenses incui-�•ed in the investigation, defense and settleinent of claiins). 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, Liinited Partner/Investor Member, or any otller additional insured included in this Exhibit is excess and non-contributory. 11. General Contractor and insureis must waive their rights of subrogation against Partnership/Company and Limited Partner/Investor Member. 12. Partnership/Coinpany, Liinited Partner/Investor Meinber, and MLP are to be nained as Additional Insureds for General Contt•actor's on-going operations and products/completed operations via both CG 2010 AND CG 2037, or carrier's equivalent. 31599420v1