HomeMy WebLinkAboutSleepy Eye LLC Purchase of 411 East Main Street (former City Hall).pdfCLOSING P.NSTRUCTIONS T'O SECURI IY TITLE COMPANY Of ^* ONIANA
DATE. 6;2212010 CLOSING OFFICER: Kars I1airiman
FILE: 6100452
SEI IFR: City of Bozeman, Montana, a municipal coiporation
LWYER, Sleepy Eye, LLC
The Seller and Buyer listed hereinabove, employ SECURII Y TITI E COMPANY, a Montana
Corporation to act as Closing Agent in connection with a sale by Seller to Buyer based upon the termsandconditionstofollowherein.
I 'hc property herein referred to is situated in Gallatin Courtly, Montana, and is described as follows to wit
hots 10, 11, 12, 13 and 14 in Block F of Rouse's First Addition to Bozeman,
Gallatin County, Nlontana, according to the official plat thereof on file and of
record in the office of County Clerk and Recorder, Gallatin County, :1'Iontana.
The transaction to which the Setter and Buyer have entered into is controlled by an Earnest Money ReceiptandAgreementtoSellandPurchaseorsimilarcontractualdocumentdated: January 14, 2010
SECURITY TITLE COMPANY is hereby instructed to carry forth the terms of said agreement which ismorespecificallysetforthbetebelow:
GFNERAI. INSTRUCTIONS.
I . The Total Sales Price to be paid by Buyer is $ h1tl,IltYtl.tl0
2. Earnest Money has been collected from the
Buyer in the amount of. S N;A
3. The Closing fee charged by closing agent is
To be paid by: 112 Buyer and 1!2 Seller
4 Title Insurance fees are to be paid as follows:
Seller: Owner 's Tide Insurance
Buyer: Mortgagee's Title Insurance
5. The recording fees are to be paid as follows:
Buyer To transfer title and loan documents
6, The Real Estate Commission is to be paid
By: Seller
To: Grubb & Ellis, Montana. Commercial, I I.0
7 Date of Proration shall be: &'22, 10
I "he Following are to be prorated:
a) 200910 City of Bozeman special assessments
8. Buyer and Seller acknowledge receipt ofa copy of the Preliminary Commilment for Title
Insurance, 0200452. The closing agent shall cause the following exceptions asset forth in said
commitment to be cleared from the public record:
Exceptions No. 8 -11 regarding the 2009'10 City assessments will be released from the final titlepolicy,
9 The parties also acknowledge that Security Title Company= is not responsible for the transfer or
reservation of any water, or water rights
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P 0 Box 6550, Bozcrnall, NIT 59771 -6550 - Phone 406 522.3500 • www seculle, coin
10 The Seller hereby guarantees to Security Title Company that there are no other liens and
encumbrances or other debts against the subject property other than those disclosed in the
Prelmanary Commitment for Title Insurance, G 100452 , to which the Seller has knowledge.
11. The closing agent shall disburse all monies received In a timely manner after all documents have
been properly executed; recorded and all closirig costs are paid III full [lit! disbursement of
monies is to be shown on a separate disbursement schedule prepared by the closing agent inregardstothistransaction.
12. The closing agent reserves the right to amend the disbursement schedule to reflect any changes in
payoff figures, prorations, etc. should the actual date of disbursement be other than anticipated.
SPECIAL INSTRUCTIONS:
NOTE: SECURITY TITLE COMPANY, assumes no responsibility or liability for the condition of the
subject real property at the urne of closing nor dots SECURITYY TIT LE COMPANY, guarantee The
condition or existence of any furniture, fixtures, appliances or improvements to the property which is
being transferred by this sale. Sellers and Buyers hereby acknowledge that all Contingencies and
conditions of the Buy and any Addendums, thereto, hate been either satisfied or
negotiated outside of closing.
SHLER:
City ctf Bozeman, — W.ta.a, . municipal c. rpuratioil
BITYER:
4,Uf—Z rt
Sleepy Eye, LLC
Buyer's Mailing
Address After Closing;
Correspondence to be sent to)
Seller's Mailing
Address After Closing,
Correspondence to be sent to)
G --) W 56V i
Serving Gallatin tind Mtiefist)n C
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P-0 Box (.6%, Bozeman, MT 5977 t-6s90 • Phone 406 522.5500 w Nectitle com
10 The Seller hereby guarantees to Security Title Company that there are no other liens and
encumbrances or other debts against the subject property other than thuse disclosed in the
Prelir unary Commitment for Title Insurance, G100452 , to which the Seller has knowledge
11. The closing; agent shall disburse all nmmes received in a timely manner after all documents have.
been property executed; recorded and all closing costs are paid to full 'fire disbursement of
monies is to be shown on a separate disbursement schedule prepared by the closing agent in
regards to this transaction.
12. The closing agent reserves the right to amend the disbursement schedule tai reYleel any chances in
payofffigures, prorations, etc. should the actual date ofdisbursement be other than anticipated
SPECIAL INSTRUCTIONS:
NOTE: SECURITY TITLE COMPANY, assumes no responsibility or liability for the condition of the
subject real property at the time ofclosing nor does SECURITY TITLE COMPANY, guarantee the
condition ar existence of any furniture, fixtures, appliances or improvements to tine property which is
being transferred by this sale. Sellers and Buyers hereby acknowledge that all contingencies and
conditions of the Buy /Sell Agreement and any Addendums, thereto, liw e been either satisfied or
negotiated outside afclosing.
SELLER:
J ITS cccl M& Qf"
City of B .,---- a— Montana, a municipal corpo anon
BL YER:
Sleepy Eye, LLC
Buyer's Mailing
Address After Closing:
Correspondence to be sent to)
Seller's Mailing
Address After Closing:
Correspondence to be sent tol
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Janice K. Whetstone
Janice K, Whetstone, P.C.
202 W. Main Street, Suite 201
Bozeman, MT 59715
City of Bozeman, Montana,
a municipal corporation
P.O. Box 1.230
Bozeman, MT 59771-1230
191
Sleepy Eye, LLC
425 E. Main, Apt, 5
Bozeman, MT 59715
FOR VALUE RECEIVED, Grantor does hereby grant, bargain, sell, convey, and
confirm unto Grantee, as tenants in common, the following described premises, in
Gallatin County, Montana, to-wit:
Lots 10, 11, 12, 13 and 14 in Block F of Rouse's First Addition to
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.
Also included as part of this conveyance are all surface parking spaces
physically located on the above-described real property, and twelve and
forty-five hundredths (12.45) of the twenty-four and 9/10 (24.9) "air"
spaces associated with the above-described real property.
TOGETHER with all and singular tenements, hereditaments and appurtenances
thereto belonging or in any way appertaining and the reversion and reversions,
remainder and remainders, issues and profits thereto, and also all the estate,
right, title and interest, possession, claim and demand whatsoever, as well in law
and in equity, of the Grantor, of, in or to the premises, and every part and parcel
thereof, with the appurtances.
TO HAVE AND TO HOLD, all the above-described premises unto Grantee, and
to Grantee's successors and assigns forever. The Grantor, and its successors and
assigns, does hereby covenant that it will warrant and defend all right, title and interest
in and to the said premises and the quiet and peaceful possession thereof, unto the
Grantee, its successors and assigns, against all and every person or persons,
whomsoever, lawfully claiming or to claim the same.
DATED this ?_?_ day of June, 201
GRANTOR:
City of Bozeman, Montana, a
Municipal
By:
Chris A. Kukulski, City Manager
STATE OF MONTANA
County of Gallatin
On this day of 201 before me, a notary public in and for
said State, personally appeared kris A. Ku,kulski, known to me to be the City
Manager of the City of Bozeman, Montana, and acknowledged to me the execution of
this document.
IN WITNESS WHERE0Feh5 hereunp ret my hand and seal the date first
above written.
ubl 6th_e - Stafe — of Montana
Printed Name—
S E A L) Residing at-
My commission expires'l
2
AGREEMENT FOR THE SHARING AND SEVERENCF
OF UTILITIES AND SYSTEMS AT TIDE FORMER BOZEMAN CITY HALL
This agreement made this _U_- day of i_kaq _1_ 201 between the City or
Bozeman (hereinafter referred to as the "City"), a self-governing Montana local government,
with an address of 121 N. Rouse Ave., Bozeman, MT 59715 and Sleepy Eye, LLC (hereinafter
referred to as "Sleepy Eye"), with an address of 425 E. Main, Apt. 5, Bozeman, MT 59715.
WHEREAS, The City and Sleepy Eye entered into a Commercial Buy-Sell Agreement,
dated March 3, 201 wherein Sleepy Eye agreed, under certain conditions, to purchase the
former Bozeman City Hall, located at 41 East Main St., Bozeman, MT (hereinafter referred to
as "Former City Hall"); and
WHEREAS, as required by law, the City adopted Ordinance 1779 authorizing the sale of
the Former City Hall under a specific condition requiring that "prior to release of contingencies,
an agreement, acceptable to the Bozeman City Commission, shall be signed by the purchaser and
the City regarding ownership, and maintenance of all infrastructure within the building including
the tunnel and that infrastructure related to beating and other utilities shared with Fire Station
No. I and for payment of related utility services," and
WHEREAS, EREAS, this Agreement shall constitute the agreement required by Ordinance 1779;and
WHEREAS, the consideration for this Agreement is expressly understood by the Parties
to be the transfer of fee title to Sleepy Eye from the City in exchange for the purchase price as
stated in the Commercial Buy-Sell Agreement, and
WHEREAS, when the Former City Hall was constructed several utilities and certain
infrastructure were designed and constructed to be shared with the property known as Fire
Station #1 (hereinafter referred to as FS 1) which is located to the north of the Former City Hall at
34 N. Rouse Ave., Bozeman, MT; and
WHEREAS, the sharing and severance of utilities and infrastructure that is to be
addressed in this Agreement includes the following: domestic water and hot water supply; well
water for cooling; electricity; emergency back-tip electricity; and stream for beat; and
NOW THEREFORE, upon all the mutual, good and valuable consideration agreed to
and together with all the terms, conditions, covenants, representations, requirements, recitals,
obligations, promises, and performance stated herein and in furtherance of the Commercial Buy-
Sell Agreement between the Parties and Ordinance 1779, the Parties specifically agree asfollows:
Agreement for the Sharing and Severance of Utiliti and SystenLs
GSC Family Limited Partnership and the City of Bozeman, MT
Page 1 of 10
Ownership of Utility Lines and Infrastructure UpQn Closing: All utility lines and any
other physical infrastructure located within the perimeter walls of the Former City
Hall building, as described herein, shall immediately upon execution of the sale of the
Former City Hall and transference of a grant deed (the "Closing"), become the
property and responsibility of Sleepy Eye. Any utility line or physical infrastructure
that serves the Former City Hall not located on the Former City Hall properties
including those located in the tunnel shall remain under the ownership of the City.
The following utilities and/or infrastructure are located solely within the perimeter
walls of the Former City Hall and have no connection of any kind to FSI:
a. Sewer service;
b. Air exchanger located within the Former City Hall;
c. The air conditioning unit (except for cooling water);
d. All phone, internet, and cable/hroadband lines of any kind; and
e. The landscape irrigation system.
2. Utilities to be Shared After Closing/Separation: The costs to sever all utilities or to
install appropriate metering devices as described herein for utilities which are to be
shared after Closing shall be the sole responsibility of Sleepy Eye. The following
requirements and timelines apply to the sharing and ultimate separation of utilities:
a. Boiler and Steam Supply- The City shall complete severing of the steam
supply lines to the Former City Hall, at the City's sole cost and expense,
within thirty (30) days after Closing. The severing should be at the perimeter
of the Former City Hall building and the City shall provide Sleepy Eye with
written certification that the severing work has been completed within the
required time fame. Sleepy Eye Will be solely responsible for removal of the
pipes and other equipment associated with the stream supply which is located
within the confines of the basement of the Fortner City Hall.
b. Domestic Water Sp: The Parties recognize the Water supply for both9p .
domestic uses and for fire suppression in the Former City Hall are supplied
through FS1. Within six (6) months of Closing Sleepy Eye shall install within
the Former City Hall property a water meter on the water line(s) that runs
from FS I to the Former City Hall. At the same time Sleepy Eye installs the
water meter the City shall install a backflow preventer. Within 36 months
after Closing, Sleepy Eye shall have connected the Fortner City Hall water
supply directly to the City's municipal water main located under North Rouse
Ave. thus completely severing the water supply for both domestic and fire
suppression uses. The City shall provide Sleepy Eye with documentation
showing the location of the municipal water main located under North Rouse
Avenue prior to Closing. The costs of maintaining the water supply line
within the Fortner City Hall shall be borne entirely by Sleepy Eye. The above
is specifically subject to the limitations and requirements in Section 3, below.
Agreement for the Sharing and Severance of Utilities and Systems
CSC Family Limited Partnership and the City of Bozeman, MT
Page 2 of 10
c. Electrical: Sleepy Eye shall, at its sole cost and within six (6) months of
Closing, install electrical meters in appropriate locations to ensure its
electrical supply is no longer connected in any way to FS 1. The above is
specifically subject to the limitations and requirements in Section 3, below.
3. Proration of Costs of Utilities to Be Shared After Closijig: For each utility shared
after Closing, the following provisions shall control the proration of the costs of the
utilities and their shared maintenance. All payments shall be paid by Sleepy Eye
within 30 days after invoice by the City,
a. Potable Water. Until the time Sleepy Eye installs a water meter on the water
line running from FS] to the Former City Hall (six months) Sleepy Eye-shall
pay the City one-third (1/3) of the City's total water charges as calculated for
both FS and the Former City Hall. After installation of a water meter as
required in Section 2.b, above, Sleepy Eye shall pay to the City the actual
costs of water supplied to the Former City Hall until such time as Sleepy Eye
installs its own water supply feed from the water main in North Rouse Ave,
which time frame shall not exceed 36 months from the date of Closing.
b. Electrical: Until such time as Sleepy Eye installs an electrical meter on the
electrical supply line running from FS] to the Former City Hall Sleepy Eye
shall pay the City one-third (1/3) of the City's total electrical charges
calculated for both FS I and the Former City Hall. After installation of an
electrical meter as required in 2.c, above, Sleepy Eye shall pay to the City the
actual costs of electricity supplied to the Former City Hall supply until such
time as Sleepy Eye completely severs electrical supply and obtains service
directly from NorthWestern Energy, which shall occur no later than three (3)
years after Closing.
c. Maintenance on Shared Utilities: Unless otherwise provided for herein, the
City shall be responsible for maintaining any system that supplies utilities t
the Former City Hall and which is located within FS 1. The City shall keep
detailed records regarding maintenance costs and Sleepy Eye agrees it shall be
obligated to pay the City one-third (1/3) of all maintenance costs as billed by
the City within 30 days of the date of invoice.
4. Maintenance and Security RE: Tunnel between Former- Ci y Hall and FS 1: The
Parties acknowledge the existence of a tunnel located beneath the public right-of-way
that is the alley to the north of the Forrner City Hall. This section shall control the
ownership, use, and maintenance of said tunnel.
a. The City of Bozeman shall own the tunnel including its walls and interior
space as well as all infrastructure and utilities located within the tunnel but in
no case shall the City's ownership of any utilities or infrastructure cross the
Agreement for the Sharing and Severance of Utilities and Systems
GSC Family Limited Partnership and the City of Bozeman MT
Page 3 of 10
perimeter o f the Former City I lal I building,
b. Sleepy Eye shall have unrestricted access to the tunnel solely for the purpose
of maintenance of any utility lines or infrastructure located within the tunnel.
Upon severance of all shared utilities located within the tunnel this access
shall be terminated and Sleepy Eye has the right to permanently block off the
entryway into the Fortner City Hall.
c. Neither Party shall store any materials of any kind in the tunnel.
d. The City shall be responsible for maintaining the interior of the tunnel in a
safe condition.
e. Each Party shall maintain a door on its side of the tunnel locked from the
interior of each Party's respective building but readily accessible t the other
Party from the interior of the tunnel for emergency access only.
f. Upon severance of all utilities described in this Agreement or 36 months after
Closing, whichever is sooner, Sleepy Eye specifically agrees it shall no longer
have any right, title, or interest to the use of the tunnel or the infrastructure
located within the tunnel. The City may, at its sole discretion and cost,
abandone4 and fill in or remove the tunnel; in such a case, Sleepy Eye agrees
to cooperate fully with the City's efforts to abandon and/or fill in said tunnel
If any work or activity by the City results in any adverse impact or damage to
the parking at the Former City Hall, the City shall, at its sole cost and expense,
and in a timely manner, return the parking to the same condition as it existed
immediately prior to the City's activities,
5. Miscellaneous:
a. Parkin : Sleepy Eye shall obtain ownership of all surface parking spaces
physically located on the tracts or record being transferred and twelve and
forty five one hundredths (12.45) of the twenty-four and 9/10 (24.9) "air"
spaces associated with the Former City Hall property at Closing. Any other
air" parking spaces having been paid for by the City shall remain property of
the City. Subject to the requirements of the City of Bozeman's Unitedied
Development Ordinance, if the designated use of the Former City Hall does
not change to something other than "office" the City agrees it will not require
any additional parking spaces to be added and/or purchased by Sleepy Ey
until such time as the designated use changes for all or a portion of the Former
City Hall. Sleepy Eye specifically agrees, that should the designated use of all
or a portion of the Former City Hall change to a use other than "office," or if
the building is remodeled to increase the square footage of usable space, as
determined by the City, additional parking spaces may be required prior to
commencement of the new use pursuant to the City of Bozeman's Unified
Development Ordinance.
Agreement for the Sharing and Severance of Utilities and Systems
GSC Family Limited Partnership and the City of Bozeman, MT
Page 4 of 10
b. Fire Suppression Systern: The Parties recognize the water supply for the fire
suppression system located in the Former City I lall is located within FS 1.
Sleepy Eye recognizes certain legal requirements exist for the provision of a
fire suppression system and agrees it is solely responsible for the maintenance
of all components of the fire suppression system which are located within the
Fortner City Hall. The City and Sleepy Eye recognize that the fire suppression
system has been supplied by domestic water while the Former City HallbuildingwasundertheownershipoftheCity. Under the terms of this
Agreement, Sleepy Eye will be severing the FSI supply line and hooking upitsownfiresupplywaterlinebutSleepyEyewillhavethirty-six (36) months
after Closing to complete such severing and installation of a new fire supplywaterline. However, if Sleepy Eye changes the historical use of the Fortner
City Hall building after Closing, such change to the historical use may requireSleepyEyetoinstallthenewfiresupplywaterlinepriortotheendofthe
thirty-six (36) month period. The City shall use its best efforts to maintain a
sufficient water supply to the Former City Hall for all water uses until such
time as the water supply is severed as required by Section 2.b, above.
c. Well Water from FS 1. The Parties recognize the evaporator cooling bundle
on the Fortner City Hall air conditioner currently uses well water from a well
located in FS I for its cooling medium and the well water is pumped from the
basement well house located in FSI through the tunnel to the air conditioning
compressor unit in Fortner City Hall- The City shall complete severing of the
well water line to the Former City Hall, at the City's sole cost and expense,within thirty (30) days after Closing. The City shall work with Sleepy Eye to
ensure severing of this line shall occur at a location that best serves SlEye. The City shall provide Sleepy Eye with written certification the severingworkhasbeencompletedwithintherequiredtimeframe.
d. Form e City Hall Door Locks: Sleepy Eye recognizes the interior and exterior
dock locks at the Fortner City Hall are included within the City's overallsecuredadecokeysystem. As such, Sleepy Eye recognizes the City shall
remove the lock cores from all interior and exterior doors. Prior to Closing,the City will work with Sleepy Eye to ensure adequate secure locks are
provided at the City's expense.
e. Former Citv Hall Elevator Sleepy Eye recognizes the elevator located in the
Fortner City Hall has not been maintained since the City vacated the Former
City Hall in October, 2008. As such, the Parties agree the City makes no
expressed or implied warranty of any kind regarding the elevator. All costs
associated with licensing and ensuring the elevator is in proper working ordershallbeborneexclusivelybySleepyEye.
f. Legal Non= eonfortnin The City recognizes the FCH was
used for several purposes including, but not limited to, offices and limited
Agreement for the Sharing and Severance of Utilities and Systems
GSC Family Limited Partnership and the City of Bozeman, MT
Page 5 of 10
public assembly. The City also recognizes these uses that existed on the
property may have been legal non - conforming uses under Title 18 of the
Bozeman Municipal Code. As such, the City agrees that uses similar to the
uses of the FCH under the City's ownership may continue in perpetuity.
Sleepy .Eye would have the right to the FCH as mixed use of offices
and other permitted uses and such mixed use would not change the historical
right to have offices in the FCH building. Nothing in this section waives any
other matter related to building, fire, or other codes of the City or the State of
Montana regarding occupation and use of the FCI I.
6. Agre Not Final Until Closing: This Agreement is not effective nor binding on
the parties until the Parties execute the Closing wherein the City issues a grant deed
to Sleepy Eye for the Former City Hall. This Agreement shall be recorded in the
records of the Gallatin County Clerk and Recorder along with the grant deed.
Binding Agreement[Utilities Severed Prior to Subsequent Transfer: At Closing, this
Agreement shall be binding on the successors in interest of both Par However,
should Sleepy Eye transfer ownership of the Former City Hall to another entity all
utilities shared between FS I and the Former City Hall shall be severed prior to Sleepy
Eye transferring ownership and in such a case the City shall no longer be obligated to
provide any service to the entity taking ownership. Furthermore, the Parties agree the
rights under this Agreement shall not benefit or transfer to any of Sleepy Eye's
lessees, renters, or licensees but shall only be for the benefit of Sleepy Eye.
Indemnify and Fold Harmless: a. Recognizing the City is providing certain utility
services to the Former City Hall for the benefit of Sleepy Eye, Sleepy Eye
specifically agrees to indemnify and hold harmless the City its employees, directors,
agents and subcontractors against any and all liability, losses or damages or any
expenses whatsoever to the City as a result of any claims, demands, damages, costs or
judgments against it including, without limitation, personal injury, death, property
damage, loss of use, and attorney's fees that may arise in connection with or as a
result of fulfilling the City's obligations under this Agreement.
9. Severability: If any provision of this Agreement is held to be void or unenforceable
by a court, the validity of the remaining provisions shall not be affected and the rights
and obligations of the Parties shall be construed and enforced as if the Agreement did
not contain the particular provision held to be void or unenforceable.
10. Venue and - Choice of Law: This Agreement shall be construed under the laws of the
State of Montana and the Parties agree venue shall be the Eighteenth Judicial District,Gallatin County, Montana.
11. Insurance: Sleepy Eye shall maintain adequate liability and property insurance on the
Former City Hall from the date Of Closing until termination of this Agreement. The
insurance declaration shall name the City of Bozeman as an additional insured and
contain no less than $750,000 per claim and $1,500,000 per occurrence, Sleepy Ey
Agreement for the Sharing and Severance of Utilities and Systems
GSC Family Limited Partnership and the City of Bozeman, hIT
Page 6 of 10
shall provide a copy of the insurance declaration to the City prior to the Closing,
12. Remedies in Case of Breach: Should either Party assert the other is in breach of any
obligation under this Agreement the Party asserting a breach must inform the other in
writing of the alleged breach and provide the accused Party with 30 days to cure the
alleged breach. If the Party alleging a breach determines the cure is inadequate that
Party may seek redress through any means available at law or in equity.
13. Attorney Fees: That in the event it becomes necessary for either Party of this
Agreement to retain an attorney to enforce any of the terms or conditions of this
Agreement or to give any notice required herein, then the prevailing Party or the
Party giving notice shall be entitled to reasonable attorney's fees and costs, including
fees, salary, and costs of in-house counsel to include the Bozeman City Attorney.
14. Termination of Ageement: This Agreement shall continue in full force in effect until
all obligations of the Parties or any successor in interest have been satisfied. The
Parties specifically understand that upon 36 months after Closing, the sharing of all
utilities shall be terminated.
15. No 'Warranty/Waiver: Nothing in this Agreement shall be construed to create an
express or implied warranty in the condition of any shared infrastructure or utility
lines or in the condition of any infrastructure or utilities located solely within the
Former City Hall. Sleepy Eye recognizes it has inspected all systerns and
infrastructure located with the Former City Hall prior to Closing and hereby waives
any claim it may have regarding the status or condition of any infrastructure or utility
lines shared or otherwise located on the Former City Hall property or located in FSI.
16. Notice: If either Party is required to give notice under this Agreement to the other
Party for non-emergency circumstances, the Parties shall provide such notice as
follows:
All such notices shall be in writing and shall be delivered personally or sent by
certified mail, return receipt requested, to the addresses set forth below. All notices
shall be deemed effective at the time of personal delivery or three (3) days after
deposit in the U.S. Mail, postage prepaid.ZD
City of Bozeman
Attn: City Manager
P.O. Box 1230
Bozeman, MT 59715
Sleepy Eye, LLC
Attn: Steve Kleimer
425 E. Main, Apt, 5
Bozeman, MT 59715
Agreement for the Sharing and Severance of Utilities and Systems
GSC Family Limited Partnership and the City of Bozeman, Kr
Page 7 of 10
For emergency communications, the City contact shall be the Bozeman Fire Chief
and/or the senior officer on duty at FS1. Sleepy Eye's emergency contact shall be
Steve Kleimer. The Parties shall provide each other with a current emergency phone
number including backup contacts. For communications regarding maintenance or
billing of shared costs the City's contact shall be James Goehrung, Director of
Facility Services; Sleepy Eye's contact shall be Steve Kleimer.
17. Public Document: The Parties agree this document is a public record under the laws
of the State of Montana and neither Party has any expectation of privacy nor trade
secretes regarding the contents herein.
18. Entire Agreement: This written Agreement contains the entire understanding
between the Parties hereto in connection with the subject matter and it supersedes
and replaces any and all prior negotiations, agreements and representations,
whether oral or written. The Parties acknowledges that neither Party, nor any agent
or attorney of any of either Party, has made any promises, representations or
warranties whatsoever, express or implied, not contained herein, concerning the
subject matter hereto, to induce each other to execute this Agreement, and both Parties
acknowledge that they have not executed this Agreement in reliance upon any
promises, representations, or warranties not contained herein. Sleepy Eye further
acknowledges that it has had a full and complete opportunity to independently
investigate all facts material hereto, and has done so.
19. AmendineptModification: That any amendment or modification of this Contract or
any provisions herein shall be made in writing or executed in the same manner as this
original document and shall after execution become a part of this Contract.
20. lnte ret and Construction. This Agreement has been jointly drafted and/or
reviewed by the Parties hereto following negotiations between them. it shall be
construed according to the fair intent of the language as a whole, and not for or against
either of the Parties.
21. Independent Review/Authority to Sign: The Parties acknowledge that they have been
advised by independent legal counsel, not retained or paid by the other, regarding this
Agreement, and have entered it freely, without duress or coercion. Each Party
represents to the other that the person signing below on its behalf has authority to
bind their respective entities to this Agreement.
Agreement for the Sharing and Severance of Utilities and Systems
GSC Family Limited Partnership and the City of Bozeman, MT
Page 8 of 10
City of Bozeman, Montana:
JEF KIK USSOMa01.
1,
ATTEST B0
s
APPROVED AS TO FORM:
Rq SULLIVAN
City ttomey
Agreemem for the Sluiring and Scverancc of Utiliti 111( S ) ,, sjcjjj ,
GSC Fllllli I PI "Al [P alid the City of Bonman, NJI
Page 9 of 10
Sleepy Eye, LLC:
Gretchen V. Kleimer, Member
M.
STATE OF MONTANA
County of Gallatin
On this day of 0 20 10, before me, a notary pub in and for said State,personally appeared Gretchen leimer, known to me to be a Member of Sleepy Eye, LLC,1
the limited liability company that executed this document, and acknowledged to me that such
limited liability company executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the date first above
written.
Illjj
4 /
SEAL) -------
C
Print narne)
Notary Public for the State of Montana
Residing at:
My commission expires: C."
Agreement for the Sharing and Severance of Utilities and Systems
CSC Family Limited Partnership and the City of Bozeman, MT
Page 10 of 10
Sec' rity Tide COil I any
Serving GaffaDfi nd Madison Counties
t szz -so1
SELLER'S CLOSING STATEMENT
Escrow Number: G100452
Escrow Officer: Kris Harriman
BitycriBorrower: Sleepy Eye, LLC
Seller: City of Bozeman, Montana, a municipal corporation
Property: 414 East Main Street, Bozeman, MT 59715
Title Order Number. G100452
Date: 0612112010
Closing Date: 05122r201U
DESCRIPTION DEBITS CREDIT'S
TOTAL CONSIDERATION 510,000.00
PRORATIONSIAD.IUSTM -NTS:
2009x10 Ci A=nt. r? 833.82 per 12 mouth(s) 5127/2m to 7101/2010 91.38
COMMISSION(S):
Listuae Broker: Grubb & Ellis, Montana Commercial, LLC -34,300.0
Sefl: Gene Cook Real Estate 24,300.
TITLE CHARGES
honer s Premium for 810.090.00: SmwIty Title Compaav Of Montana Owner's Prermum 2,077.0
Lender /Mori =a ee Prenuum: Security Title Company Of Montana
ESCROW CHARGES TO: Security Title Cnm and Of Montana
Escrow Fee 125 ff..
LENDER CHARGES
New to First Security Bank:
ADDITIONAL, DISBURSEMENTS:
Attorney Fee: City
Attorney Fee: Janice K. Whetstone, RC.
BALANCE DUE YOU 759,289,3
TOTALS --510,0911 510,091.38
City of Bozeman, Montana, a municipal corporatrau
6! ..,...,....-
SELLER OR BORROWER AFFIDAVIT AND INDEMNITY
This document must he completed in its entirety. Failure to do so may create a
delay in closing. Please do not hesitate to contact our office if you are unsure of how
to complete the document.
Subject Property:
Lots Ill, 11, 12,13 and 14 in Block F of Rouse's First Addition to Bozeman,
Gallatin County, Montana, according to the official plat thereof can tike and of
record in the office of the County Clerk and Recorder, Gallatin County, Montana.
Before me, the undersigned authority on this day personally appeared
1 <1 (,
Personally blown to me to be the person whose name is subscribed hereto and upon his
oath deposes and says that no proceedings in bankruptcy or receivership have been
instituted by or against him and that the marital status of the affiant has not changed since
the day of acquisition of said property and represents to the purchaser, lender and /or First
American Title Insurance Company or Old Republic National Title Insurance Company
in this transaction that:
1. No unpaid debts for plumbing fixtures, water heaters, floor furnaces, air
conditioners, radio or television antennas, carpeting, rugs, lawn sprinkling systems,
blinds, window shades, draperies, electric appliances, fences, street paving, or fixtures
that are located on the subject property described above, and that no such items have been
purchased on time payment contracts, and there are no security interests on such property
secured by financing statement, security agreement or other -wise except the following:.
Secured Party Approximate Amount
2 No loan or liens (including Federal or State Liens, Judgmen( Liens, Child Support
Liens or Medical Assistance Liens) and no unpaid govemmental or association taxes or
assessments of any kind on such property except the following:
Creditor Approximate Amount
3. All labor and material used in the construction of improvements on the above
described property have been paid for and there are now no unpaid labor or material
claims against the improvements or the property upon which sarne are situated, and I
hereby declare that all sums of money due for the construction of improvements have
been fully paid and satisfied, In addition, all appropriate building permits have been
obtained for the original structure and any additions or remodeling.
True False
4. To be filled in if a sale — The Seller is not a non - resident alien, foreign
corporation, foreign partnership, foreign estate, foreign trust or other foreign entity (as
defined in the Internal Revenue Code and income Tax Regulations). Seller's U.S.
employer identifica ion number (or social security number`) is: I
BHT
i 4 v 12.32)
Seller's address is ry1( d e rvi pxe , cam =
This affidavit may he disclosed to the Internal Revenue Service and is finushed to Buyer
to inform that withholding of tax is not required under Section 1446 of the Internal
Revenue Code.
AS. Parties in possession other than affiant/s: Yes--- No
If yes, Option to Purchase — Lease____ Contract for Deed
INDEMNITY I agree to pay on demand to the purchasers, lender and/or First Amencall
Title Insurance Company or Old Republic National Title Insurance Company in this
transaction, their successors and assigns, all amounts secured by any and all liens not
shown above, together with all costs, losses and attorney's fees that said parties may
incur in connection with such unmentioned liens and not shown in accompanying
commitment. Provided said liens either currently apply to such property, or a part
thereof, or are subsequently established against said property mid are created by me,
known by me, or have an inception date prior to the consummation of this transaction.
I realize that the purchaser, lender and/or First Ainericari Title Insurance Company or Old
Republic National Title Insurance Company in this transaction are relying oil the
representations contained herein in purchasing same, lending money, insuring title
thereon and would not purchase same, lend money or issue title insurance Luiless said
representations were made. If seller or borrower is an entity,. I have authority to sign oil
its behalf
State of Montana
County of Gallatin
On this day fyof in the yeal - 2-011) before me personally
appeared a S — f of City of Bozeman,Montana, a municipal corporation, known to me to bt the per, i name(s) is subscribed
to the within instrument and acknowledged to me that he (she or they) executed the sarne,
IN, WITNESS WHEREOF, I have hereunto s d and affixed my official seal the day and
year in this certificate first above written.
set
I —
Printed
My commission expires