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HomeMy WebLinkAboutResolution 4521 Funding of the Bozeman Sports Park from Trails, Open Space and Parks Bond Fund 9� 40 c�'''� COMMISSION RESOLUTION NO. 4521 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOZEMAN, MONTANA, TO FUND THE BOZEMAN SPORTS PARK, FROM MONIES WITHIN THE TRAILS,OPEN SPACE AND PARKS BOND FUND. WHEREAS, in Resolution No. 4386 the City Commission committed to the designation of an advisory board or committee to review and make recommendations to the Commission on proposals for use of Trails, Open Space, and Parks bond fund (TOP Bond Fund) as said fund was approved by the voters of the City of Bozeman on November 6,2012; and WHEREAS, on April 15, 2013 the Bozeman City Commission appointed the Trails, Open Space and Parks Committee (TOP Committee) to assist the City Commission with the duties stated within Resolution No. 4386; and WHEREAS, the TOP Committee has reviewed and scored the Bozeman Sports Park (the "Project") as shown in the application presented by the Sports Park Committee dated January 31, 2014 (the "Application") utilizing the City Commission approved evaluation criteria established within Resolution No. 4471 and found that the Project collectively scored on average more than five affirmative evaluations on the Rough Cut Matrix and on average over 60% of the total points possible on each of the Community Benefit Matrix and the Multi-Use Recreation Fields and Facilities; and WHEREAS, this Project aligns and is consistent with goals set forth in the City of Bozeman Parks, Recreation Open Space and Trails(PROST)plan; and WHEREAS,this Project fulfills goals set forth in the Bozeman Community Plan by providing for accessible, desirable, and adequately maintained public parks,open spaces, trail systems, and recreational facilities for residents of the community. i Page 1 of 7 Resolution 4521, TOP Program Funding for the Bozeman Sports Park NOW, THEREFORE, BE IT RESOLVED by the City Commission of the City of Bozeman, Montana: Section 1 Approval of Funding/Authority. The Commission hereby authorizes allocating funds from the TOP Bond Fund for the Bozeman Sports Park (the "Project") in the total amount not to exceed $7,500,000 (seven million five hundred thousand dollars). Of the $7,500,000, the Commission allocates up to: (i) $2.100,000.00 (two million one hundred thousand dollars) for the acquisition of up to approximately 80 acres more or less of land generally located north of a future West Oak Street alignment, south of Baxter Road, east of a future extension of Cottonwood Road, and west of Flanders Mill Road as more particularly described as the northern portion of Certificate of Survey 2554A north of the to be constructed western alignment of Oak Street, as such COS is on file and of record with the Gallatin County Clerk and Recorder as depicted on Exhibit A; (ii) up to $1,788,000.00 (one million seven hundred eighty eight thousand dollars) for infrastructure improvements as stated in the City Commission's adopted motion on April 7, 2014; and (iii)the remainder of the up to $7,500,000 allocated to be used for park development and construction as identified through a yet to be completed park master plan and as adopted by motion of the Commission on April 7,2014. To the extent feasible and as applicable, the City will create payback districts for the off-site infrastructure funded with this project. If and when received, such payback proceeds will be deposited to the TOP Fund, for use in the construction of Cottonwood Road's street, water and sewer improvements unless otherwise determined by the Commission or on existing or future TOP Program projects. Authorization of funds under this Resolution is contingent upon the following: 1. The City, as determined by the City Manager, either: (i) accepting assignment of an existing purchase and sale agreement entered into between the Bozeman Soccer Education Foundation (attached hereto as Exhibit B) and the Estate of Vesta Anderson and Baxter Ranch Holdings, LTD (collectively referred to as the "Seller"); or (ii) the execution of a new purchase and sale agreement between the City and the Seller. Prior to the City agreeing to accept assignment or enter into a new purchase and sale agreement the following must be completed to the satisfaction of the City Attorney: a. The City acquiring from the Seller at closing water rights appurtenant to the real property (or other interests in water) in a manner and form acceptable to the City Attorney and of such volume and accessibility so as to sufficiently irrigate the Project at full build out as depicted in the Application; Page 2 of 7 Resolution 4521. TOP Program Funding for the Bozeman Sports Park b. Satisfaction of the City Attorney,that upon the transfer of water rights at closing, the City will have adequate legal access to transfer water to the Project through the Farmer's Canal, Baxter Creek, and/or the Maynard border ditch and pipeline; c. The City acquiring all rights, title, and interest to irrigation infrastructure fixed to the real property deemed necessary by the City to provide irrigation to the Project; d. The completion and recording of a certificate of survey or other document, to the satisfaction of the City Attorney,creating the parcel the City will acquire; e. Agreement by the Seller to extend the date for closing as listed in the current purchase and sale agreement from April 30-2014 to June 30, 2014, said extension being necessary to address the contingencies expressed in this section; f. Evaluation of a soils analysis and water needs study by the Parks and Recreation Department and acceptance of such report and conditions by the Director of the Parks and Recreation Department; g. Evaluation of a Phase I environmental assessment by the Parks and Recreation Department and acceptance of such report and conditions by the Director of the Parks and Recreation Department; h. Transfer of the property from the Seller to the City must occur via warranty deed; and i. A determination by the City Attorney that all title issues have been adequately addressed or will be adequately addressed prior to closing, including complete satisfaction and release of the existing tax lien filed by the Internal Revenue Service. The $10,000 in earnest money provided to the Seller by the Soccer Education Foundation, Inc. shall be negotiated by the Director of Parks and Recreation as part of an agreement pursuant to item two,below. Should the above conditions be met, the City Manager is hereby authorized to take all steps necessary to accept assignment or negotiate a new purchase and sale agreement including all steps necessary to execute the final agreement and close on the property. 2. The City entering into a binding agreement with representatives of the soccer, lacrosse, or other sports communities describing the financial and in-kind contributions proposed in the Application and as addressed in the Commission's motion on April 7, 2014. The City may close on the purchase of the real property identified herein prior to execution of a binding agreement. Except as may be determined by the City Commission,the binding agreement must be in place prior to authorization of any funds beyond those related to the purchase the real property, the development of water rights and related water Page 3 of 7 Resolution 4521, TOP Program Funding for the Bozeman Sports Park infrastructure, and other acts of the Commission such as amendments to the City's impact fee capital improvements program. 3. The City Commission considering and approving amendments as necessary to the City's Transportation Impact Fee Capital Improvements Program for the offsite infrastructure related to Baxter Lane, the extension of Oak Street and Cottonwood Road, and the improvement to the intersection of Durston and Cottonwood roads. Tile City may close on the purchase of the property prior to considering and approving such amendments. 4. The City Commission considering and approving amendments as necessary to the City's Water Impact Fee Capital Improvements Program for the infrastructure related to Baxter Lane, Oak Street, and Cottonwood Road. The City may close on the purchase of the property prior to considering and approving such amendments. 5. The City Commission considering and approving amendments as necessary to the City's Sewer Impact Fee Capital Improvements Program for the offsite infrastructure related to infrastructure for Baxter Lane and Cottonwood Road. The City may close on the purchase of the property prior to considering and approving such amendments. Section 2 The Commission hereby concurs with the determinations of the TOP Committee for the Project and finds the Project meets or exceeds the requirements for TOP Bond Funding as established in Resolution No. 4471. The Commission finds the Project included in this Resolution fulfills the intent, findings, policy, and purposes of the Open Space Land and Voluntary Conservation Easement Act (Title 76, Chpt. 6, MCA) (the Act). Any real property acquired using TOP Bond proceeds pursuant to this Resolution is hereby designated as open space land for purposes of compliance with the Act. Section 3 Project: The primary goals of the Project are: • Create a +/- 80 acre Sports Park on property to be purchased by the City that would include multi-use recreational fields as well as on-site improvements in support of such playing fields. - Pursue continued development and construction of additional sports fields and facilities on the City owned property beyond the scope funded by TOPS via private, philanthropic efforts in partnership with the City. Page 4 of 7 Resolution 4521.TOP Program Funding for the Bozeman Sports Park Section 4 Title and Administration. The City of Bozeman will own, manage and maintain the completed Project and any and all site amenities associated with the Project. The completed Project will be managed and maintained by the City Department of Parks and Recreation. The City may enter into contracts with other persons or entities for development or management of any aspect of developing the Project. Section 5 Funding. The total cost of the initial phase of the Project is estimated at $7,500,000. Additional costs have been identified to bring t11e project to completion. The TOP Committee recommends up to $7,500,000 in Top Bond funding. The Sports Park Committee has committed to providing matching funding in an amount to be determined in a Memorandum of Understanding between the City and the applicants. The Sports Park Committee's commitment will be memorialized in a binding agreement to be approved by the City Commission prior to expenditure of any funds under this Resolution as stated in section one. above. Section 6 TOP Committee Evaluation. A majority of the TOP Committee approves the use of TOP Bond Funds for the Project. The TOP Committee scores are as follows: TOP - ROUGH CUT MATRIX: Bozeman Sports Park Criterion Mbr 1 Mbr 2 Mbr 3 Mbr 4 Mbr 5 Total Yeses Ballot Language 1 1 1 1 1 5 Identified in PROST 1 1 1 1 1 5 Aligns with Bozeman Community Plan 1 1 1 1 1 5 Balances types of Parks,Trails & Open Space 1 1 1 1 1 5 Maintenance Requirements or Needs 1 1 1 0 1 4 Feasible Long-Term Investment for City 1 1 1 0 1 4 Feasible Partnership Opportunity 0 1 1 1 1 4 Opportunity to Leverage Bond Funds 0 1 0 0 0 1 Total Yeses 6 8 7 5 7 33 *One point for each yes vote Page 5 of 7 Resolution 4521. TOP Program Funding for the Bozeman Sports Park MATRIX-SCORING—Sports Park Community Benefits Matrix Mmbr Mmbr Mmbr Mmbr Mmbr Total Total Possible Percentage #1 #2 #3 #4 �#5 Points Points Variety 4 5 3 5 5 22 25 88.00% Distribution 4 5 5 5 3 22 25 88.00% Enhancement 3 5 5 4 4 21 25 84.00% Balance 4 5 5 5 4 23 25 92.00% Leverage 0 2 4 51 3 14 25 56.00% Connections 3 31 4 3 31 16 25 64.00% Total Points 18 25 26 27 22 118 150 78.67% Tot. Possible 30 30 30 30 30 150 Pts. Percentage 60.00% 83.33% 86.67%1 90.00% 73.33% 78.67% TOP-PREVAILING CHARACTERISTICS MATRIX: MULTI-USE FIELDS/FACILITIES- SCORING-Sports Park Criterion Mmbr Mmbr Mmbr Mmbr Mmbr Total Total Possible Percenta #1 #2 #3 #4 #5 Points Points ge Host Regional Events 30 30 30 30 30 150 150 100.00% Infrastructure Demands 5 ? 15 20 10 50 125 40.00% Major Thoroughfare 12 20 20 20 12 84 100 84.00% Access Short&Long-term 12 20 20 16 12 80 100 80.00% Maintenance Appropriate Scale for 20 20 20 16 20 96 100 96.00% Area Total Points 79 90 105 102 84 460 575 80.00% Tot. Possible Points 115 115 115 115 115 600 Percentage 68.70% 78.26% 91.30% 88.70% 73.04% 76.67% Page 6 of 7 Resolution 4521. TOP Program Funding for the Bozeman Sports Park PASSED AND APPROVED by the City Commission of the City of' Bozeman. Montana, at a regular session thereof held on the 14th day of April, 2014. JEFFRE S M E O a., '., r T'IEST. '• = 'ST C1 MEN CMC ° �. City C rk, ° ° APPR VE AS TO ORM: RE LIVAN City torney Page 7 of 7 SURVEY PUWOSE FOR THE O11T1 M OF TRACTS 1 k 2:VESTA FM NOTE THE'UTUra.STREET EAMMEI(S SHORN 00 —sm(SDx)s BA1°ER RmW HOiDkW.LTD.(SC1) TO CERTIFICATE 0 F SURVEY NO. Nor EASt AT THE nNE a nu vAIIVLT. TEST' Rfll%'JtiC A CDIIILYI YOIRA,RY L /BC�TO DE CONVEIID BY A SEPARATE THE COWMSIONER OF THIS SURVEY IS DD711"PURLC SCIMO . A PARCEL OF LAND BEING TRACT 1 &TRACT 2 OF COS NO.2554 pOCI mm, MARK RAM k IN AS UCTOMWED BY SURVEY GRADE GPE LOCATED IN THE NW 114*IN THE SW 1/4 OF SECTION 3,T2S,R5E,P.M.M. RECEIVERS WM THE COMA MOW"RUNWX THRK"W. GALIAT)N COUNTY,MONTANA 4539'40.4'N.IDNCC,I I IW42L•W. I I I B THE TOTAL AREA IS 139.7DD ACRES. f£'t I E AREAS(AM) ? 1 zip9 I 1 � ) II $ • -----------------------•- —oA'F� r flAlmm�A.tP T1 XKW --- ----- --- --- ---------------- •RnAo.i 4LEGEN �xi� i DIYYIX�TYte6 MHHi • mxc fsnesT E �� r Yy Eawr AAss Imm ae. 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A..I...e..q Iw wn la,q le N.npn.nrrb a w sawrlm Nagy PAAic F as En pR•enNy � T6-3-i01•L mq,Y.CA atl ar f6Wn IkuAtj P IuAyrum�Pq I.megpmarP.e'YNpa..Ay�Ia� `C {��y�I�t�,j hKuiM��.,Y2Q•,hIaTTVG�y`1W LikAL0*�T&E ryP.be saa 17 ma 11 c fiii 0w IM�m }1°I Y+uAW]P-J-W.Y.CA,mi 1N0•M BIh ZT: 14W hlr L�Cb'd�4„C�'1 20f2' x `/WµE�` l UgMk Wf.E�aond E•men a fiab6A Coady.Yoamp,'4o'Mebl aq a w.a. ,2D2 ✓✓CVx '��.'�`Mu'.�)Iblr'-Ayq_ mlaraganrm@aMlx"-aalcausnr�. iAx1tA EWIC E NUONG,ETD. RF �t�,(1/4r ski— ���-._, I. ..� Yonlsq L==No.12251 IS STATE OF T,u rtvtari>c OF rnuHrc Ttm�ocrn _� Camty d On Mh ALLY do a /sA•/ 20iL.Mm An Ur r^daaPd I,NkaalY astl+avA,h•oamr N CaAaIN fgWT.YonraR.!P MrM/mNy qol � Navy Rbfe la Da Sld•a .�k wmn5'wo+k , u °°wPaVhi pa n MFAoM a hM/M Ms CAA' A!ale Nrd M•aA m na m a is Erxrr-w..,et a LY[ICR R,NOi NOEDN"l�D. A.d a�P�y�m me�a•.....s mrmma are I:,d m m.Ima 242X381 oAJ mt.P•+•n a.m.mm•N aAP.am.a to Ux nPhin MUAnr.n,orC b a Rba:C4 NPw SNn Na M mMeA•11q MINn IAAaraa.A W un0 m S.I.w a Do1W tlY•.L4 BArIBLPANr'HmeIOIORID,LTD. qAI- i��'ifeii�Yrllll'i'tl��t 12003CI.daq N 1�I tAN'? mE.ary bq an0•rfirye my Maabl s.a tla IEGG(r95T I V l�( (�''/�� . a5w r �— •T„'a'�� ]L�F+wE+'kM9PT �AM. �r IO1000( pG654B01 -: - ::w. _�i Tll&*�fj THOMS DEAN&HOSMNS,INC. �/�����Jy'�1 >6 ��nca4 msrbrA.•I+nl A i � Qi)�G CO\SLITAT-IS (LAND) BUY-SELL AGREEMENT [13 121 EGUALUSG REALTOR' oPVOa�Ua1WTY 1 This Agreement stipulates the terms of sale of this property. Read carefully before signing. This is a legally 2 binding contract. If not understood,seek competent advice. 3 4 Date: October 14, 2013 5 Soccer Education Foundation , Inc. and,or assigns as 6 ❑joint tenants with rights of survivorship, ❑ tenants in common,❑single in his/her own right, ®Other Non-profit 7 (hereinafter called "Buyer")agrees to purchase, and the Seller agrees to sell the following described real 8 property(hereinafter referred to as"Property"), commonly known as North Part Tr,1A COS 2554A 9 Gallatin County, Montana,approximately 79.871 Acres 10 in the City of Bozeman , County of Gallatin 11 Montana, legally described as: West 1/2, NW 1/4, Section 3, Township 2 South, Rance 5 East, 12 PMM, Gallatin County, Montana 13 14 15 TOGETHER with all interest of Seller in vacated streets and alleys adjacent thereto, all easements and other 16 appurtenances thereto, uncut timber and non-harvested crops and all improvements thereon except: 17 non-harvested crops 18 19 PERSONAL PROPERTY: The following items of personal property, free of liens and without warranty of condition, are 20 included and shall be transferred by the bill of sale: None 21 22 23 PURCHASE PRICE AND TERMS: 24 Total purchase price is Two Million 25 U.S. Dollars ($ 2,000,000.00 ) payable as follows: 26 $ 10,000.00 earnest money to be applied at closing. 27 $ as additional cash payment, payable on or before closing. 28 $ 1,990,000.00 balance of the purchase price will be financed as follows: 29 Ep Conventional ® Other Financing ❑Seller Financing ❑Assumption ❑ Home equity 30 City of Bozeman, Montana, Trails, Open Space and Parks Bond Funds 31 32 33 34 35 36 37 38 39 40 41 42 43 CLOSING DATE: The date of closing shall be (date) April 30, 2014 (the"Closing Date"). The parties may, 44 by mutual agreement, close the transaction anticipated by this Agreement at any time prior to the date specified. The 45 Buyer and Seller will deposit with the closing agent all instruments and funds necessary to complete the purchase in 46 accordance with this Agreement. If third party financing is required by the terms of this Agreement (including 47 assumptions, contracts for deed, and lender financing), the Closing Date may be extended without amendment by not 48 more than 30 days to accommodate delays attributable solely to such third party financing. 49 50 POSSESSION: Seller shall deliver to Buyer possession of the property and allow occupancy: 51 ❑when the closing agent is in receipt of all required, signed documents and all funds necessary 52 for the purchase; OR 53 ® on the date of recording the deed, notice of purchaser's interest, OR 54 ❑ 55 Seller shall provide keys and/or means to operate_locks, mailboxes, security systems, alarms, garage door opener(s), 56 and Homeowner's Association facilities, if applicable. ©MONTANA ASSOCIATION OF REALTORSO Land Buy-Sell Agreement,March 2013 Page 1 of 7 uyer's Initials Sellers Initials Prudential Montana Real Estate 2001 Stadium Drive Bozeman MT 59715 Phone,406,590,9163 Fax Flanders Mill Paul Rubright Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www,zipLooix.com 57 RECEIPT OF EARNEST MONEY: Buyer agrees to provide Earnest Money in the amount of Ten Thousand 58 U-S. Dollars ($ 10,000.00 ) as evidenced by❑Cash, 59 the receipt of which is acknowledged by the undersigned Broker/Salesperson; OR p Check, the receipt of which is 60 acknowledged by the undersigned Broker/Salesperson; I@ OR, Check to be delivered to seller's title 61 company by buyer or his representative within 3 days of acceptance 62 If Buyer fails to pay the Earnest Money as set forth above, Buyer will be in default of this Agreement and Seller shall be 63 entitled to immediately terminate this Agreement and declare any Earnest Money already paid by Buyer to be forfeited. 64 65 All parties to this transaction agree, unless otherwise provided herein, that the earnest monies will be deposited 66 pursuant to Montana law OR within ( 3 ) business days of the date all parties have signed the Agreement or 67 68 and such funds will be held in a trust account by First American Title Company of Bozeman 69 Parties agree that interest accruing on earnest money, if any, while deposited shall be payable to: seller 70 71 If interest is payable to the Broker it is agreed that sums so paid are consideration for services rendered. 72 Paul Rubright (4061580-9163 73 (Broker/Salesperson's Printed Name and Phone Number) (Signature of Broker/Salesperson) 74 To be signed only if in actual receipt of Cash or Check. 75 76 The parties authorize the holder of the earnest money to forward to the closing agent, upon its request, all or any 77 portion of the earnest money required to complete the closing of the transaction. 78 79 FINANCING CONDITIONS AND OBLIGATIONS: 80 81 BUYER'S REPRESENTATION OF FUNDS: Buyer represents that they have sufficient funds for the down 82 payment and closing costs to close this sale in accordance with this Agreement and are not relying upon any 83 contingent source of such funds unless otherwise expressly set forth herein. 84 85 LOAN APPLICATION: If Buyer fails to make written application for financing and pay to the lender any 86 required fees, apply for assumption of an existing loan or contract, or initiate any action required for 87 completion of a contract for deed by 5:00 P.M. (Mountain Time) (date) na 88 Buyer will be in breach of this Agreement and Seller can exercise Seller's remedies under this Agreement. 89 90 CONTINGENCIES: The contingencies set forth in this Agreement or on attached addenda shall be deemed to have 91 been released, waived, or satisfied, and the transaction shall continue to closing, unless, by 5:00 p.m. (Mountain Time) 92 on the date specified for each contingency, the party requesting that contingency has notified the other party or the 93 other party's Broker/Salesperson in writing that the contingency is not released, waived, or satisfied. If a party has 94 notified the other party on or before the release date that a contingency is not released, waived, or satisfied, the 95 transaction is terminated, and the earnest money will be returned to the Buyer, unless the parties negotiate other terms 96 or provisions. 97 98 FINANCING CONTINGENCY: 99 ®This Agreement is contingent upon Buyer obtaining the financing specified in the section of this Agreement 100 entitled "PURCHASE PRICE AND TERMS". If financing cannot be obtained by the Closing Date this Agreement 101 is terminated and the earnest money will be refunded to the Buyer; OR 102 103 ❑This Agreement is contingent upon Buyer obtaining the financing specified in the section of this Agreement 104 entitled "PURCHASE PRICE AND TERMS." Release Date: 105 106 APPRAISAL CONTINGENCY: 107 ® Property must appraise for at least ($ purchase price ). If the Property does not appraise for at least the 108 specified amount, this Agreement is terminated and earnest money refunded to the Buyer unless the Buyer 109 elects to proceed with closing this Agreement without regard to appraised value. Written notice of Buyer's 110 election to proceed shall be given to Seller or Seller's Broker/Salesperson within 30 days of Buyer or 111 Buyer's Broker/Salesperson receiving notice of appraised value; OR 112 11 Property must appraise for at least($ ). Release Date: VL 1 @MONTANA ASSOCIATION OF REALTORS® page 2 of 7 Buyer's Initials Land Buy-Sell Agreement,March 2013 Seller's Initials Produced with zipForm@ by zipLogix 16070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLoaix.com Flanders Mill 113 TITLE CONTINGENCY: This offer is contingent upon Buyer's receipt and approval (to Buyer's satisfaction) of 114 the preliminary title commitment. Release Date: 90 days from Buyer's or Buyer's 115 representative's receipt of preliminary title commitment. 116 117 PROPERTY INVESTIGATION: This offer is contingent upon Buyer's independent investigation of the following 118 conditions relating to the property, including but not limited to; covenants, zoning, access, easements, well 119 depths, septic and sanitation restrictions, surveys or other means of establishing the corners and boundaries, 120 special improvement districts, restrictions affecting use, special building requirements, future assessments, 121 utility hook up and installation costs, environmental hazards, airport affected area, road maintenance 122 obligations or anything else Buyer deems appropriate. Buyer agrees that any investigations or inspections 123 undertaken by Buyer or on his/her behalf shall not damage or destroy the property, without the prior written 124 consent of Seller. Further, Buyer agrees to return the property to its original condition and to indemnify Seller 125 from any damage or destruction to the property caused by the Buyer's investigations or inspections, if Buyer 126 does not purchase the property. Release Date:April 30, 2014 127 This offer is contingent upon contract being assigned to the city of Bozeman, Montana 128 129 130 131 132 Release Date: April 30, 2014 133 This offer is contingent upon Approval by the city of Bozeman, Montana and/or Gallatin 134 County, Montana of minor subdivision to create tract that is northern portion of 135 COS 2554A, approximately 79.871 Acres 136 137 138 Release Date: April 30, 2014 139 140 ADDITIONAL PROVISIONS: _Paul Rubright is the president of the Soccer Education Foundation 141 Inc, and is also a licensed real estate broker in the state of Montana. 142 143 There is no commission in this transaction. (lines 275-276 are not applicable) 144 145 Seller is self-represented in this transaction and acknowledges receipt of 146 Relationship/Consents in Real Estate Transactions document which discloses the Buyer 147 Agent's obligations to the Seller. 148 149 150 151 152 153 154 155 156 157 158 159 160 CONVEYANCE: The Seller shall convey the real property by Warranty 161 deed, free of all liens and encumbrances except those described in the title insurance commitment, as approved by 162 Buyer. The Seller shall convey the personal property by Bill of Sale. 163 164 WATER: All water, including surface water or ground water, any legal entitlement to water, including statements of 165 claim, certificates of water rights, permits to appropriate water, exempt existing rights, decreed basins or any ditches, 166 ditch rights, or ditch easements appurtenant to and/or used in connection with the Property are included with the 167 Property, except No exceptions 168 169 Filing or transfer fees will be paid by❑Seller, ®Buyer, ❑split equally between Buyer and Seller. 170 Documents for transfer Will be prepared by First-American Title Company of Bozeman Do l l-- f ®MONTANA ASSOCIATION OF REALTORS@ Page 3 of 7 uyers initials Land Buy-Sell Agreement,March 2013 Sellers Initials Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.z'pLoaix.com Flanders Mill 171 WATER RIGHT OWNERSHIP UPDATE DISCLOSURE: By Montana law, failure of the parties at closing or transfer 172 of real property to pay the required fee to the Montana Department of Natural Resources and Conservation for 173 updating water right ownership may result in the transferee of the property being subject to a penalty. Additionally, ire 174 the case of water rights being exempted, severed, or divided, the failure of the parties to comply with section 85-2-424, 175 MCA, could result in a penalty against the transferee and rejection of the deed for recording. 176 177 CLOSING AGENTS FEES: Closing agents fees will be paid by ❑ Seller® Buyer ❑ Equally Shared. 178 179 TITLE INSURANCE: Seller, at Seller's expense and from a title insurance company chosen by Seller, shall furnish 180 Buyer with an ALTA Standard Coverage Owners Title Insurance Policy (as evidenced by a standard form American 181 Land Title Association title insurance commitment) in an amount equal to the purchase price. Buyer may purchase 182 additional owner's title insurance coverage in the form of "Extended Coverage" or "Enhanced Coverage" for an 183 additional cost to the buyer. It is recommended that buyer obtain details from a title company. 184 185 CONDITION OF TITLE: All mortgages, judgements and liens shall be paid or satisfied by the Seller at or prior to 186 closing unless otherwise provided herein. Seller agrees that no additional encumbrances, restrictions, easements or 187 other adverse title conditions will be placed against the title to the property subsequent to the effective date of the 188 preliminary title commitment approved by the Buyer. 189 190 SPECIAL IMPROVEMENT DISTRICTS: Special Improvement Districts (including rural SIDs), including those that 191 have been noticed to Seller by City/County but not yet spread or currently assessed, if any,will be: 192 ❑paid off by Seller at closing; 193 ❑assumed by Buyer at closing; OR 194 ®assumed by Buyer at closina subject to Buyer's review and approval 195 All perpetual SIDS shall be assumed by Buyer. 196 197 ASSOCIATION SPECIAL ASSESSMENTS: Any special or non-recurring assessments of any non-governmental 198 association, including those that have been approved but not yet billed or assessed,will be: 199 ❑paid off by Seller at closing; 200 ❑assumed by Buyer at closing; OR 201 ®assumed by Buyer at closing subject to Buyer's review and approval 202 203 PRORATION OF TAXES AND ASSESSMENTS: Seller and Buyer agree to prorate taxes, Special Improvement 204 District assessments for the current tax year, as well as pre-paid rents, water and sewer system charges, heating fuel 205 and tank rental, irrigation assessments, Homeowner's Association dues and/or common maintenance fees, if any, as 206 of the date of closing unless otherwise agreed and: No others 207 208 209 210 211 CONDITION OF PROPERTY: Seller agrees that the Property shall be in the same condition, normal wear and tear 212 excepted, from the date of the execution of this Agreement up to the time Buyer takes possession of the Property. 213 Seller will remove all personal property not included in this sale prior to closing. 214 215 NOXIOUS WEEDS DISCLOSURE: Buyers of property in the state of Montana should be aware that some properties 216 contain noxious weeds. The laws of the State of Montana require owners of property within this state to control, and to 217 the extent possible, eradicate noxious weeds. For information concerning noxious weeds and your obligations as an 218 owner of property, contact either your local County extension agent or Weed Control Board. 219 220 MEGAN'S LAW DISCLOSURE: Pursuant to the provisions of Title 46, Chapter 23, Part 5 of the Montana Code 221 Annotated, certain individuals are required to register their address with the local law enforcement agencies as part of 222 Montana's Sexual and Violent Offender Registration Act. In some communities, law enforcement offices will make the 223 information concerning•registered offenders available to the public. If you desire further information please contact the 224 local County Sheriffs office, the Montana Department of Justice, in Helena, Montana, and the probation officers 225 assigned to the area. 9n ©MONTANA ASSOCIATION OF REALTORS® l Land Buy-Sell Agreement,March 2013 Page 4 of 7 `� Buyer's Initials e e s InMals Produced with zipFormO by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zipLoadx.com Flanders Mill 226 BUYER'S REMEDIES: (A) If the Seller fails to accept the offer contained in this Agreement within the time period 227 provided in the BUYER'S COMMITMENT section, all earnest monies shall be returned to the Buyer. (B) If the Seller 228 accepts the offer contained in this Agreement, but refuses or neglects to consummate the transaction within the time 229 period provided in this Agreement, the Buyer may: 230 (1) Demand immediate repayment of all monies that Buyer has paid as earnest money, and upon the return of 231 such money, the rights and duties of Buyer and Seller under this Agreement shall be terminated; OR 232 (2) Demand that Seller specifically perform Seller's obligation under this Agreement; OR 233 (3) Demand monetary damages from Seller for Seller's failure to perform the terms of this Agreement. 234 235 SELLER'S REMEDIES: If the Seller accepts the offer contained in this Agreement and Buyer refuses or neglects to 236 consummate the transaction within the time period provided in this Agreement, the Seller may: 237 (1) Declare the earnest money paid by Buyer be forfeited; OR 238 (2) Demand that Buyer specifically perform Buyer's duties and obligations under this Agreement; OR 239 (3)Demand that Buyer pay monetary damages for Buyer's failure to perform the terms of this Agreement. 240 241 BUYER'S AND SELLER'S CERTIFICATION: By entering into this Agreement, each person or persons executing this 242 Agreement, as Buyer or Seller, represents that he/she is eighteen (18) years of age or older, of sound mind, and 243 legally competent to own or transfer real property in the State of Montana; and, if acting on behalf of a corporation, 244 partnership, or other non-human entity, that he/she is duly authorized to enter into this Agreement on behalf of such 245 entity. 246 247 FOREIGN PERSON OR ENTITY: Sellers are not foreign persons, non-resident aliens, foreign corporations, foreign 248 partnerships, foreign trusts, or foreign estates, as those terms are defined in the Internal Revenue Code and the 249 Income Tax Regulations promulgated thereunder. Unless the purchase price of the Property does not exceed 250 $300,000 and the Buyer is purchasing the Property for use by Buyer as a personal residence, Sellers shall deliver to 251 Buyer a certificate of non-foreign status in the form required by the Income Tax Regulations and reasonably 252 acceptable to Buyer and/or Buyer's attorney. In the event Sellers do not deliver the certificate to Buyer at or before 253 closing, Sellers acknowledge and agree that Buyer may withhold ten percent (10%) of the Purchase Price and submit 254 this amount to the Internal Revenue Service, pursuant to Section 1445 of the Internal Revenue Code. 255 256 CONSENT TO DISCLOSE INFORMATION: Buyer and Seller hereby consent to the procurement and disclosure by 257 Buyer, Seller, and Salespersons and their attorneys, agent, and other parties having interests essential to this 258 Agreement, of any and all information reasonably necessary to consummate the transaction described in this 259 Agreement, specifically including access to escrows for review of contracts, deeds, trust indentures, or similar 260 documents concerning this property or underlying obligations pertaining thereto. 261 262 RISK OF LOSS: All loss or damage to any of the above-described real property or personal property to any cause is 263 assumed by Seller through the time of closing unless otherwise specified. 264 265 TIME IS OF THE ESSENCE: Time is of the essence as to the terms and provisions of this agreement. 266 267 BINDING EFFECT AND NON-ASSIGNABILITY: This Agreement is binding upon the heirs, successors and assigns 268 of each of the parties hereto; however, Buyer's rights under this Agreement are not assignable without the Seller's 269 express written consent. 270 271 ATTORNEY FEES, In any action brought by the Buyer or the Seller to enforce any of the terms of this Agreement, 272 the prevailing party in such action shall be entitled to such reasonable attorney fees as the court or arbitrator shall 273 determine just. 274 275 COMMISSION: The Seller's and/or Buyer's commitment to pay a commission in connection with this transaction is an 276 integral part of this Agreement. 277 278 FACSIMILE: The parties agree that a facsimile copy of this Agreement to Sell and Purchase which contains the 279 parties'signatures may be used as the original. WL ©MONTANAASSOCIATION OF REALTORS® Buyers initials Land Buy-Sell Agreement,March 2013 Page 5 of 7 Seller's initials Produced with zipform®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLooix.com Flanders Mill 280 ENTIRE AGREEMENT: This Agreement, together with any attached exhibits and any addenda or amendments 281 signed by the parties, shall constitute the entire agreement between Seller and Buyer, and supersedes any other 282 written or oral agreements between Seller and Buyer. This Agreement can be modified only in writing, signed by the 283 Seller and Buyer. 284 285 COUNTERPARTS: A copy of this document may be executed by each individual/entity separately, and when each 286 has executed a copy thereof, such copies, taken together, shall be deemed to be a full and complete contract between 287 the parties. 288 289 EARNEST MONEY DISPUTES: Buyer and Seller agree that, in the event of any controversy regarding the earnest 290 money and things of value held by the Broker, closing agent, or any person or entity holding such money or property, 291 unless mutual written instructions are received by the holder of the earnest money and things of value, Broker or 292 closing agent shall not be required to take any action, but may await any proceedings, or, at Broker's or closing 293 agent's option and sole discretion, may interplead all parties and deposit any monies or things of value in a Court of 294 competent jurisdiction and may utilize as much of the earnest money deposit as may be necessary to advance the 295 cost and fees required for filing such action. 296 297 ADDENDA AND/OR DISCLOSURES ATTACHED: (Check all that apply.) 298 ❑Sale of Buyer's Property ❑ 1031 Tax Deferred Exchange 299 ❑Addendum for Additional Provisions ❑ Back-up Offer 300 ®Water Rights Acknowledgement 301 ®Relationship/Consents in Real Estate Transactions, Owners Property Disclosure 302 303 RELATIONSHIP CONFIRMATION: The parties to this agreement confirm that the real estate licensees identified 304 hereafter have been involved in this transaction in the capacities indicated below and the parties have previously 305 received the required statutory disclosures setting forth the licensees duties and the limits of their obligations to each 306 party: 307 308 na of na 309 (name of licensee) (name of Brokerage company) 310 is acting as ❑Seller's Broker/Salesperson, ❑Dual Broker/Salesperson; ❑Statutory Broker. 311 312 Paul Rubric[ht of Prudential Montana Real Estate 313 (name of licensee) (name of Brokerage company) 314 is acting as ® Buyer's Broker/Salesperson; ❑ Dual Broker/Salesperson; ❑Statutory Broker; 315 ❑Seller's Broker/Salesperson (includes Seller's Sub-Broker or Salesperson). 316 317 BUYER'S ACKNOWLEDGMENT: Buyer acknowledges that he/she has examined the real and personal property, 318 that Buyer enters into this Agreement in full reliance upon his/her independent investigation and judgement, that prior 319 verbal representations by the Seller or Seller's agent or representatives do not modify or affect this Agreement, and 320 that by signing this Agreement Buyer acknowledges having read and understood this entire Agreement. 321 322 BUYER'S COMMITMENT: I/We agree to purchase the above-described Property on the terms and conditions set 323 forth in the above offer and grant to said Salesperson until (date) November 1, 2013 324 at 5 ❑a.m. ® p.m. (Mountain Time) to secure Seller's written acceptance, whether nor not that 325 deadline falls on a Saturday, Sunday or holiday. Buyer may withdraw this offer at any time prior to Buyer being 326 notified of Seller's written acceptance. If Seller has not accepted by the time specified, this offer is automatically 327 withdrawn. 32B The parties hereto, all agree that the transaction contemplated by this document may be conducted by electronic 329 means in accordance with the Montana Uniform Electronic Transaction Act. ©MONTANA ASSOCIATION OF REALTORSO Page 6 of 7 4A I Buyer's Initials Land Buy-Sell Agreement,March 2013 Sellers Initials Produced with zipFomt®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zipLogix.com Flanders Mill 330 I/WE HEREBY ACKNOWLEDGE receipt of a copy of this Agreement bearing my/our signature(s). 331 332 Buyer's Address: P.O. Box 4349 City Bozeman , 333 334 State MT Zip Code 59772 Phone Number 406-560-9163 335 336 Buyer's Name Printed: soccer Education Foundation Inc. and,or assigns 337 338 Datc"is September 20. 2013 , at 11 ®am ❑ pm (Mountain Time). 339 340 �J 341 (Buyer's Signature) (Buyer's Signature) 342 343 344 OFFER PRESENTATION: This offer was presented to the Seller(s) on ^� 345 346 Date: October 14, 2013 Time 3 E3 am® pm By: 347 (Signature of person presenting the offer) 348 SELLER'S COMMITMENT: I/We agree to sell and convey to Buyer the above-described Property on the terms 349 and conditions herein above stated. INVe acknowledge a receipt of a copy of this Agreement bearing my/our 350 signature(s) and that of the Buyer(s) named above. 351 352 Seller's Address: City , 353 354 State Zip Code Phone Number 355 356 Seller's Name Printed: 357 358 Dated this L at 1731-0 ❑am ❑ pm (Mountain Time). 359 360 361 s Signature) (Seller's Signature) 36 363 ACTION TAKEN, IF OTHER THAN ACCEPTANCE: 364 365 INVe acknowledge receipt of this Agreement bearing my/our initial(s) and the signature(s) of the Buyer(s) named 366 above. 367 368 ❑ Rejected by Seller / / []Modified per Attached Counter / / 369 Seller's Initials Date Seller's Initials Date NOTE: Unless otherwise expressly stated the term"Days" means calendar days and not business days. Business days are defined as all days as except Sundays and holidays. Any performance which is required to be completed on a Saturday, Sunday or a holiday can be performed on the next business day. ©MONTANA ASSOCIATION OF REALTORS@ Land Buy-Sell Agreement,March 2013 Page 7 of 7 Produced with ziprormO by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 WNW,ziaLogix.com Flanders Mill (LAND) BUY-SELL AGREEMENT ALTORI op"Rlwly 1 This Agreement stipulates the terms of sale of this property. Read carefully before signing. This is a legally 2 binding contract If not understood,seek competent advice. 3 4 Date: October 14, 2013 5 Soccer Education Foundation Inc. and,or aaaigns as 6 ❑joint tenants with rights of survivorship, D tenants in common,❑single in hislher own right, ®Other Non-profit 7 (hereinafter called"Buyer")agrees to purchase, and the Seller agrees to sell the following described real 8 property(hereinafter referred to as"Property"), commonly known as North part Tr.1A COS 2554A 9 Gallatin County, Mantana,approaimatsly 79.871 Aaras 10 in the City of Bozeman , County of Gallatin 11 Montana, legallydescribedas: West 1/2, NW 1/4, Section 3 Township 2 South Range 5 East, 12 PBM, Gallatin County, Montana - 13 14 15 TOGETHER with all interest of Seller In vacated streets and alleys adjacent thereto, all easements and other 16 appurtenances thereto, uncut timber and non-harvested crops and all improvements thereon except: 17 non-harvested crops 18 19 PERSONAL PROPERTY:The following items of personal property, free of liens and without warranty of condition, are 20 included and shall be transferred by the bill of sale: None 21 22 23 PURCHASE PRICE AND TERMS: 24 Total purchase price is Two Million 25 U.S. Dollars($ 2,000,000.00 ) payable as follows: 26 $ 10 000-00 earnest money to be applied at closing. 27 $ as additional cash payment, payable on or before dosing. 28 $ 1,990,000.00 balance of the purchase price will be financed as follows: 29 Q Conventional ®Other Financing ❑Seller Financing ❑Assumption ❑Home equity 30 City of Bozeman, Montana, Trails, Open Space and Parka Bond Funds 31 32 33 34 35 36 37 38 39 40 41 42 43 CLOSING DATE: The date of dosing shall be (date) April 30, 2014 (tire"Closing Date"). The parties may, 44 by mutual agreement, close the transaction anticipated by this Agreement at any time prior to the date specified. The 45 Buyer and Seller will deposit with the dosing agent all instruments and funds necessary to complete the purchase in 46 accordance with this Agreement. If third party financing is required by the terms of this Agreement (including 47 assumptions, contracts for deed, and lender financing), the Closing Date may be extended without amendment by not 48 more than 30 days to accommodate delays attributable solely to such third party financing. 49 50 POSSESSION: Seller shall deliver to Buyer possession of the property and allow occupancy: 51 ❑when the closing agent is in receipt of all required, signed documents and all funds necessary 52 for the purchase; OR 53 10 on the date of recording the deed, notice of purchaser's interest, OR 54 ❑ 55 Seiler shall provide keys and/or means to operate locks, mailboxes, security systems, alarms, garage door opener(s), 56 and Homeowner's Association facilities, If applicable. QMONTANA ASSOCIATION OF REALTORSO Buyer's Initials Land Buy-Sme,11 Agreamenr,March 2013 Pape t of T � l� Seter's In4jals mdmW Moaaoa Real Estate 1001 Stadium Drns Boa ,MI 59715 Pko ,406380.9163 rmr F landm NO vakd Mtggk Produced with tipFwrn+)by zapwgx 18070 Fifteen Mile Road,Fraser,Michgm 48026 m2oyj12L 2g rim 57 RECEIPT OF EARNEST MONEY, Buyer agrees to provide Earnest Money in the amount of Tarr Thousanfl 58 _ ___.:_U.S. Dollars($ 10,000. 00 ) as evidenced by p Cash, 59 the receipt of which is acknowledged by the undersigned Broker/Salesperson; OR p Check, the receipt of which is 60 acknowledged by the undersigned Broker/Salesperson, ®OR, check to bO dslivered to seller I a title 61 company by buyer or his reproaantatiye within 3 days pf acceptance_ 62 If Buyer fails to pay the Earnest Money as set forth above, Buyer will be in default of this Agreement and Seller shall be 63 entitled to immediately terminate this Agreement and declare any Earnest Money already paid by Buyer to be forfeited. 64 65 All parties to this transaction agree, unless otherwise provided herein, that the earnest monies will be deposited 66 pursuant to Montana law OR Wthin( 3 ) business days of the date all parties have signed the Agreement or 67 68 and such funds will be held in a trust account by First American Title company of Boss an 69 Parties agree that interest accruing on earnest money, if any, while deposited shall be payable to: sallQr 70 71 If interest is payable to the Broker it is agreed that sums so paid are consideration for services rendered. 72 Paul Ruhr7laht (4061580-9163 73 (Broker/Salesperson's Printed Name and Phone Number) (Signature of Broker/Salesperson) 74 To be signed only if in actual receipt of Cash or Check. 75 76 The parties authorize the holder of the earnest money to forward to the closing agent, upon its request, all or any 77 portion of the earnest money required to complete the closing of the transaction. 78 79 FINANCING CONDITIONS AND OBLIGATIONS: 80 81 BUYER'S REPRESENTATION OF FUNDS: Buyer represents that they have sufficient funds for the down 82 payment and closing costs to close this sale in accordance with this Agreement and are not relying upon any 83 contingent source of such funds unless otherwise expressly set forth herein. 84 85 LOAN APPLICATION: If Buyer fails to make written application for financing and pay to the lender any 86 required fees, apply for assumption of an existing loan or contract, or initiate any action required for 87 completion of a contract for deed by 5:00 P.M. (Mountain Time) (date) na 88 Buyer will be in.breach of this Agreement and Seller can exercise Seller's remedies under this Agreement. 89 90 CONTINGENCIES: The contingencies set forth in this Agreement or on attached addenda shall be deemed to have 91 been released, waived, or satisfied, and the transaction shall continue to closing. unless, by 5:00 p.m. (Mountain Time) 92 on the date specified for each contingency, the party requesting that contingency has notified the other party or the 93 other party's BrokerlSalesperson in writing that the contingency is not released, waived, or satisfied. If a party has 94 notified the other party on or before the release date that a contingency is not released, waived, or satisfied, the 95 transaction is terminated, and the earnest money will be returned to the Buyer, unless the parties negotiate other terms 96 or provisions. 97 98 FINANCING CONTINGENCY: 99 ®This Agreement is contingent upon Buyer obtaining the financing specified in the section of this Agreement 100 entitled "PURCHASE PRICE AND TERMS". If financing cannot be obtained by the Closing Date this Agreement 101 is terminated and the earnest money will be refunded to the Buyer; OR 102 103 Q This Agreement is contingent upon Buyer obtaining the financing specified in the section of this Agreement 104 entitled"PURCHASE PRiCE AND TERMS." Release Date: 105 106 APPRAISAL CONTINGENCY: 107 Il Property must appraise for at least ($purchase prioe ), If the Property does not appraise for at least the 108 specified amount, this Agreement is terminated and earnest money refunded to the Buyer unless the Buyer 109 elects to proceed with closing this Agreement without regard to appraised value. Written notice of Buyer's 110 election to proceed shall be given to Seller or Seller's Broker/Salesperson within 30 days of Buyer or 111 Buyer's Broker/Salesperson receiving notice of appraised value, OR 112 a Property must appraise for at least($ ). Release Date: M r CUONTANA ASSOCIATION OF REALTORSO Page 2 of 7 11 l l f Buyers Initials Land Buy-Sell Agmement.Wrch 2013 Sellers Initials Produced vAth zipForm®by zipLcgtx 18M Fiftmn We Road,Fraser.Michigan 48026 1f_mm Flatidem Mill 113 TITLE CONTINGENCY: This offer Is contingent upon Buyer's receipt and approval (to Buyer's.satisfaction) of 114 the preliminary title commitment Release Date: 90 days from Buyer's or Buyer's 115 representative's receipt of preliminary title commitment. 116 117 PROPERTY INVESTIGATION: This offer is contingent upon Buyer's independent investigation of the fb0owing 118 conditions relating to the property, including but not limited to; covenants, zoning, access, easements, well 119 depths, septic and sanitation restrictions, surveys or other means of establishing the comers and boundaries, 120 special improvement districts, restrictions affecting use, special building requirements, future assessments, 121 utility hook up and installation costs, environmental hazards, airport affected area, road maintenance 122 obligations or anything else Buyer deems appropriate. Buyer agrees that any investigations or inspections 123 undertaken by Buyer or on his/her behalf shall not damage or destroy the property, without the prior written 124 consent of Seller. Further, Buyer agrees to return the property to its original condition and to indemnify Seller 125 from any damage or destruction to the property caused by the Buyer's investigations or inspections, if Buyer 126 does not purchase the property. Release Date:April 30, 2014 127 This offer is contingent upon contract heina ai2eianed to the city of Bozeman Montana 128 129 13D 131 132 Release Date: April 30, 2014 133 This offer is contingent upon Approval by the city of Bozeman, Montana and/or Gallatin 134 County, Montana of minor subdivision to croate tract that is northern portion of 135 COS 2554A, aE2roxinately 79.871 Acres 136 137 138 Release Date: April 30 203.4 139 140 ADDITIONAL PROVISIONS: Payyl Rubriaht is the president of the Soccer Education Foundation 141 Inc. and is also a licensed real estate broker in the state of Montana. 142 143 There is no eommis*xon in this transaction Caine* 275-276 are not applicable) _ 144 145 Seller is self-rw 8ented in this tr�eagtion and aeknow1eddes gey-gipt of 146 Relationship/Coneents in Real Entate- Transactions document which diacloses the Buver 147 Aa6nt's obligations to the Seller. , 148 149 15D 151 152 153 154 155 156 157 158 159 160 CONVEYANCE: The Seller shall convey the real property by Warr my 161 deed, free of all liens and encumbrances except those described in the title Insurance commitment, as approved by 162 Buyer. The Seller shall convey the personal property by Bill of Sale. 163 164 WATER: All water, including surface water or ground water, any legal entltlement to water, including statements of 165 claim, certificates of water rights, permits to appropriate water, exempt existing rights, decreed basins or any ditches, 166 ditch rights, or ditch easements appurtenant to and/or used in connection with the Property are included with the 167 Property,except No a gen?tiong 168 169 Filing or transfer fees will be paid by©Seller, ®Buyer, 13 split equally between Buyer and Seller. 170 Documents for transfer will be prepared by Firat American Title company of Bo emsn J CMONTANA ASSOCIATION OF REAL TORSO Buyer's nl a Lend Buy-Sell Agreement,March 2013 P 3 0!7_�t�i`t-� ! eWsTnitiaTs Produced with zipFormS by rpLogix 18070 Rfteen We Road,Fri,Michigan 0028 www.zKLmix corn Flanders Mill 171 WATER RIGHT OWNERSHIP UPDATE DISCLOSURE: By Montana law, failure of the parties at closing or transfer 172 of real property to pay the required fee to the Montana Department of Natural Resources and Conservation for 173 updating water right ownership may result in the transferee of the property being subject to a penalty. Additionally, in 174 the case of water rights being exempted, severed, or divided, the failure of the parties to comply with section 85-2-424, 175 MCA, could result in a penalty against the transferee and rejection of the deed for recording. 176 177 CLOSING AGENTS FEES: Closing agents fees will be paid by ❑ Seller® Buyer ❑ Equally Shared- 178 179 TITLE INSURANCE: Seller, at Seller's expense and from a title insurance company chosen by Seller, shall furnish 180 Buyer with an ALTA Standard Coverage Owners Title insurance Policy (as evidenced by a standard form American 181 Land Title Association title insurance commitment) in an amount equal to the purchase price. Buyer may purchase 182 additional owner's title insurance coverage in the form of "Extended Coverage" or "Enhanced Coverage" for an 183 additional cost to the buyer. It is recommended that buyer obtain details from a We company. 184 185 CONDITION OF TITLE: All mortgages, judgements and liens shall be paid or satisfied by the Seller at or prior to 186 closing unless otherwise provided herein. Seller agrees that no additional encumbrances, restrictions, easements or 187 other adverse title conditions will be placed against the title to the property subsequent to the effective date of the 188 preliminary title commitment approved by the Buyer. 189 190 SPECIAL IMPROVEMENT DISTRICTS: Special Improvement Districts (including rural SIDs), including those that 191 have been noticed to Seller by City/County but not yet spread or currently assessed, if any,will be: 192 ❑paid off by Seller at cbsirx�; 193 ❑assumed by Buyer at closing; OR 194 ®assumed by Buyer at cloeina aubiect to Buyer'a royiAw and Amroval 195 All perpetual SIDs shall be assumed by Buyer. 196 197 ASSOCIATION SPECIAL ASSESSMENTS: Any special or non-recurring assessments of any non-govemmental 198 association, including those that have been approved but not yet billed or assessed,will be: 199 ❑paid off by Seller at closing; 200 ❑assumed by Buyer at closing; OR 201 ®assumed by Buyer at aloaxntr aubiect to BuverIa review and approval 202 203 PRORATION OF TAXES AND. ASSESSMENTS: Seiler and Buyer agree to prorate taxes, Special Improvement 204 District assessments for the current tax year, as well as pre-paid rents, water and sewer system charges, heating fuel 205 and tank rental, irrigation assessments, Homeowner's Association dues and/or common maintenance fees, if any, as 206 of the date of dosing unless otherwise agreed and: No others 207 208 209 210 211 CONDITION OF PROPERTY; Seller agrees that the Property shall be in the same condition, normal wear and tear 212 excepted, from the date of the execution of this Agreement up to the time Buyer takes possession of the Property. 213 Seller will remove all personal property not included in this sale prior to closing_ 214 215 NOXIOUS WEEDS DISCLOSURE; Buyers of property in the state of Montana should be aware that some properties 216 contain noxious weeds. The laws of the State of Montana require owners of property within this state to control, and to 217 the extent possible, eradicate noxious weeds. For information concerning noxious weeds and your obligations as an 218 owner of property, contact either your Iocal County extension agent or Weed Control Board. 219 220 MEGAN'S LAW DISCLOSURE: Pursuant to the provisions of Title 46, Chapter 23, Part 5 of the Montana Code 221 Annotated, certain individuals are required to register their address with the local law enforcement agencies as part of 222 Montana's Sexual and Violent Offender Registration Act. In some communities, law enforcement offices will make the 223 information concerning registered offenders available to the public. If you desire further information please contact the 224 local County Sheriff's office, the Montana Department of Justice, In Helena, Montana, and the probation officers 225 assigned to the area. P R QMONTANA ASSOCIATION OF REALTORSO Land Buy-Sall Agreement,March 2013 Page 4 of Buyer's Initialsboiler's initiate Produced with zrpForrr*by zipL.ogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 vmwdaaacorn Flanders Mill 226 BUYER'S REMEDIES: (A) If the Seller fails to accept the offer contained in this Agreement within the time period 227 provided in the BUYER'S COMMITMENT section, all earnest monies shall be returned to the Buyer. (B) if the Seller 228 accepts the offer contained in this Agreement, but refuses or neglects to consummate the transaction within the time 229 period provided in this Agreement, the Buyer may: 230 (1) Demand immediate repayment of all monies that Buyer has paid as earnest money, and upon the return of 231 such money,the rights and duties of Buyer and Seller under this Agreement shall be terminated; OR 232 (2) Demand that Seller specifically perform Seller's obligation under this Agreement; OR 233 (3)Demand monetary damages from Seller for Seller's failure to perform the terms of this Agreement. 234 235 SELLER'S REMEDIES: If the Seller accepts the offer contained in this Agreement and Buyer refuses or neglects to 236 consummate the transaction within the time period provided in this Agreement,the Seller may: 237 (1)Declare the earnest money paid by Buyer be forfeited; OR 238 (2)Demand that Buyer specifically perform Buyer's duties and obligations under this Agreement;OR 239 (3)Demand that Buyer pay monetary damages for Buyer's failure to perform the terms of this Agreement. 240 241 BUYER'S AND SELLER'S CERTIFICATION: By entering into this Agreement, each person or persons executing this 242 Agreement, as Buyer or Seller, represents that he/she is eighteen (18) years of age or alder, of sound mind, and 243 legally competent to own or transfer real property in the State of Montana; and, If acting on behalf of a corporation, 244 partnership, or other non-human entity, that he/she is duly authorized to enter into this Agreement on behalf of such 245 entity. 246 247 FOREIGN PERSON OR,ENTITY: Sellers are not foreign persons, non-resident aliens, foreign corporations, foreign 248 partnerships, foreign trusts, or foreign estates, as those terms are defined in the Internal Revenue Code and the 24P Income Tax Regulations promulgated thereunder_ Unless the purchase price of the Property does not exceed 250 $300,000 and the Buyer is purchasing the Property for use by Buyer as a personal residence, Sellers shall deliver to 251 Buyer a certificate of non-foreign status in the form required by the Income Tax Regulations and reasonably 252 acceptable to Buyer and/or Buyer's attorney. In the event Sellers do not deliver the certificate to Buyer at or before 253 closing, Sellers acknowledge and agree that Buyer may withhold ten percent (1(r/.)of the Purchase Price and submit 254 this amount to the Internal Revenue Service, pursuant to Section 1445 of the Intemal Revenue Code_ 255 256 CONSENT TO DISCLOSE INFORMATION: Buyer and Seller hereby consent to the procurement and disclosure by 257 Buyer, Seller, and Salespersons and their attorneys, agent, and other parties having interests essential to this 258 Agreement, of any and all information reasonably necessary to consummate the transaction described in this 258 Agreement, specifically including access to escrows for review of contracts, deeds, trust indentures, or similar 260 documents concerning this property or underlying obligations pertaining thereto. 261 262 RISK OF LOSS: All loss or damage to any of the above-described real property or personal property to any cause is 263 assumed by Seller through the time of closing unless otherwise specified. 264 265 TIME IS OF THE ESSENCE: Time is of the essence as to the terms and provisions of this agreement. 266 267 BINDING EFFECT AND NON-ASSIGNABILITY: This Agreement is binding upon the heirs, successors and assigns 268 of each of the parties hereto; however, Buyer's rights under this Agreement are not assignable without the Seller's 269 express written consent 270 271 ATTORNEY FEES: In any action brought by the Buyer or the Seller to enforce any of the terms of this Agreement, 272 the prevailing party in such action shall be entitled to such reasonable attorney fees as the court or arbitrator shall 273 determine just. 274 275 COMMISSION: The Seller's and/or Buyer's commitment to pay a commission in connection with this transaction is an 276 integral part of this Agreement. 277 278 FACSIMILE: The parties agree that a facsimile copy of this Agreement to Sell and Purchase which contains the 279 parties'signatures may be used as the original. =AONTANA ASSOCIATION OF REALTORSZ Page 5 of 7 Lin I uyw's Initials Land Buy-Sell Agreement,March 2013 a er's Inbals Produced with zipFOV6 by zipinga 18070 Fifteen We Road,Fresco,MicF»8un 48026 www,zinLoa'oc can Flanders Mill 280 ENTIRE AGREEMENT: This Agreement together with any attached exhibits and any addenda or amendments 281 signed by the parties, shall constitute the entire agreement between Seller and Buyer, and supersedes any other 282 written or oral agreements between Seller and Buyer. This Agreement can be modified only in writing, signed by the 283 Seller and Buyer. 284 285 COUNTERPARTS: A copy of this document may be executed by each individuaVentity separately, and when each 286 has executed a copy thereof, such copies, taken together, shall be deemed to be a full and complete contract between 287 the parties. 288 289 EARNEST MONEY DISPUTES: Buyer and Seller agree that, in the event of any controversy regarding the earnest 290 money and things of value held by the Broker, closing agent, or any person or entity holding such money or property, 291 unless mutual written instructions are received by the holder of the earnest money and things of value, Broker or 292 closing agent shall not be required to take any action, but may await any proceedings, or, at Broker's or closing 293 agent's option and sole discretion, may interplead all parties and deposit any monies or things of value in a Court of 294 competent jurisdiction and may utilize as much of the earnest !Honey deposit as may be necessary to advance the 295 cost and fees required for filing such action. 296 297 ADDENDA AND/OR DISCLOSURES ATTACHED: (Check all that apply.) 298 ❑Sale of Buyer's Property ❑1031 Tax Deferred Exchange 299 ❑Addendum for Additional Provisions p Back-up Offer 300 ®Water Rights Acknowledgement 301 ®Relationship/Consents in Real Estate Transactions, Qwwnera PropertV Disclosure 302 303 RELATIONSHIP CONFIRMATION: The parties to this agreement confirm that the real estate licensees identified 304 hereafter have been involved in this transaction in the capacities indicated below and the parties have previously 305 received the required statutory disclosures setting forth the licensees duties and the limits of their obligations to each 306 party: 307 308 n of ng 309 (name of licensee) (name of Brokerage company) 310 is acting as ❑Seller's Broker/Salesperson; ❑Dual Broker/Salesperson; ❑Statutory Broker. 311 312 Paul. Rubricxht of Prudent i.al Montana Real Estate 313 (name of licensee) (name of Brokerage wrnparry) 314 is acting as ® Buyer's Broker/Salesperson; ❑Dual Broker/Salesperson; ❑Statutory Broker, 315 ❑Seller's Broker/Salesperson (includes Seller's Sub-Broker or Salesperson). 316 317 BUYER'S ACKNOWLEDGMENT: Buyer acknowledges that he/she has examined the real and personal property, 318 that Buyer enters into this Agreement in full reliance upon his/her independent investigation and judgement, that prior 319 verbal representations by the Seller or Seder's agent or representatives do not modify or affect this Agreement, and 320 that by signing this Agreement Buyer acknowledges having read and understood this entire Agreement. 321 322 BUYER'S COMMITMENT: I/We agree to purchase the above-described Property on the terms and conditions set 323 forth in the above offer and grant to said Salesperson until (date) November 1, 2013 324 at 5 ❑a.m. ® p.m. (Mountain Time)to secure Sellers written acceptance, whether nor not that 325 deadline falls on a Saturday, Sunday or holiday. Buyer may withdraw this offer at any time prior to Buyer being 326 notified of Sellers written acceptance. If Seller has not accepted by the time specified, this offer is automatically 327 withdrawn. 328 The parties hereto, all agree that the transaction contemplated by this document may be conducted by electronic 329 means in accordance with the Montana Uniform Electronic Transaction Act. P~2 CMONTANA ASSOCIATION OF REALTORS® Page 607 Buyers Initials Land Buy-Sell Agreement March 2013 Sellers Initials PrDduoed with npFormO by iipLogix 16070 Fifteen We Road,Fraser,A6chrgan 4BO26 www.zia—pggr.com Ftandm Mill 339 UWE HEREBY ACKNOWLEDGE receipt of a copy of this Agreement bearing my/our signature(s). 331 332 Buyers Address: B.O. Box 4349 City &azeznan 333 334 State MT Zip Code 59772 Phone Number 406-580-9163 335 336 Buyer's Name Printed: Soccer Education Foundation Inc. and or asnigns 337 338 Dated this Soptember 20, 2013 at 11 MI am Mount�Time), 339 �} 340 341 (Buyer's Signature) (Buyer's Signature) 342 343 344 OFFER PRESENTATION: This offer was presented to the Seiler(s)on 345 346 Date: October 14, 2013 Time 3 ❑am® pm By: 347 (Signature of person presenting the offer) 348 SELLER'S COMMITMENT: I/We agree to sell and convey to Buyer the above-described Property on the terms 349 and conditions herein above stated. I/We acknowledge a receipt of a copy of this Agreement bearing my/our 350 signature(s)and that of the Buyer(s //) named above. 351 352 Seller's Address: _3 �7 4) i �r' (_ _V> p City /�ft�Rl`Cr_l_ 353 354 state TX Zip Code J el 3 Phone Number 355 356 Seller's Name Printed: n On A I lc 0 357 358 Dated this --2�/��/ at Z ❑am ® pm (Mountain Time). 359 'CC 360 M 1, CL .. 361 (Seller's Signature) (Seller's Signature) 362 363 ACTION TAKEN, IF OTHER THAN ACCEPTANCE: 364 365 I/We acknowledge receipt of this Agreement bearing my/our initial(s) and the signature(s) of the Buyer(s) named 366 above. 367 368 ❑ Rejected by Seller l / ❑Modified per Attached Counter I 3$9 Sellers Iniirals Date IWs,Initials Date NOTE: Unless otherwise expressly stated the term'Days"means calendar days and not business days-Business days are defined as all days as except Sundays and holidays. Any performance which is required to be completed on a Saturday, Sunday or a holiday can be performed on the next business day. CM N TANA ASSOCIATION OF REALTORSO Land Buy-Sell Agreement,March 2013 Page 7 of 7 Produced with zipFarmg by zlptogix 18070 Fffleen Mile Road,Fraser.Mithigan 48M 11'MMZiDLDgix Co(T Flamkrs Mill