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Home My WebLink AboutC2. Cannery District Annexation Application1 REPORT TO: Honorable Mayor & City Commission FROM: Brian Krueger, Development Review Manager SUBJECT: Acknowledge Receipt of the Cannery District Annexation, Application 15268 MEETING DATE: June 8, 2015 AGENDA ITEM TYPE: Consent RECOMMENDATION: The City Commission acknowledges receipt of the application for the Cannery District annexation into the City of Bozeman. A Resolution of Intent will be prepared for the Commission’s consideration on June 22, 2015. BACKGROUND: On May 26, 2015 the City received an application for annexation from the Cannery District Partners, LLC for 8.99 acres of property located at 101 E. Oak Street. The application proposes annexation under the terms of an annexation district per Section 76-2-4625 Montana Code Annotated. A concurrent zone map amendment was submitted that proposes initial zoning of B-2, Community Business District for the property. UNRESOLVED ISSUES: None determined at this time. ALTERNATIVES: 1) None provided. FISCAL EFFECTS: Fiscal impacts are undetermined at this time, but will include increased property tax revenues from new development, along with increased costs to deliver municipal services to the property. Attachments: Annexation Application Report compiled on June 1, 2015 Commission Memorandum 8 CANNERY DISTRICT PARTNERS, LLC • 1006 WEST MAIN STREET • BOZEMAN, MT 59715 May 26, 2015 Wendy Thomas, Planning Director Department of Community Development City of Bozeman 20 East Olive Street Bozeman, Montana 59715 Re: Applications for Annexation and Zone Map Amendment – Cannery District Dear Ms. Thomas: Enclosed please find Forms A1 (Development Review Application), ANNX (Annexation and Initial Zone Map Amendment Required Materials), and N1 (Noticing Materials), together with a filing fee in the amount of $1,505.00. Cannery District Partners, LLC (“CDP”), the owner of the affected property, submits these materials, and the various materials attached and referenced therein, in application for annexation and a zone map amendment of the portion of the Cannery District properties (described in the application materials) presently lying outside the City of Bozeman’s corporate limits and within Gallatin County. This application for annexation is somewhat unique in that it seeks formation of an annexation district pursuant to the provisions of Montana Code Annotated §7-2-4625. As you know, CDP and members of the City of Bozeman’s staff have been discussing and negotiating the terms and conditions of an annexation district agreement for the Cannery District property over the past several months. The enclosed Annexation District Agreement for Cannery District Property (Rev. 5-22-2015) (the “Agreement”) documents the agreement reached, subject to review and approval by the Bozeman City Commission. Your Department’s Form ANNX does not specifically contemplate formation of an annexation district and staged annexation. Consequently, CDP submits its application for annexation and a zone map amendment with the understanding and intention that the Agreement is an integral part of this application, and, to the extent there are inconsistencies between the Agreement and the Department’s forms and information contained therein, the provisions of negotiated Agreement shall control. As you may recall from prior discussions, the annexation district agreement provides that annexation of Phases 1, 3, and 4 of the Cannery District (Phase 2 is already within the City limits) will occur in three stages over a period up to but not exceeding the annexation district’s 7-year term. Paragraph 3(c) of the agreement further provides that annexation of each phase will be “self-operating” upon the occurrence of triggering events set out in Paragraphs 3(a) and 3(b) of the agreement, without further administrative review. For that reason, we have made every effort to submit with this application all information that the Department will require to review the prospective annexation of all three phases and make 9 10 Development Review Application A1 Page 1 of 3 Revision Date 4-27-15 Required Forms: Varies by project type Recommended Forms: Presentation of submitted plans and specifications CITY OF BOZEMAN DEPARTMENT OF COMMUNITY DEVELOPMENT DEVELOPMENT REVIEW APPLICATION 1. PROJECT Development Name: Description: 2. PROPERTY OWNER Name: Full Address: Phone: Email: 3. APPLICANT Name: Full Address: Phone: Email: 4. REPRESENTATIVE Name: Full Address: Phone: Email: 5. PROPERTY Full Street Address: Full Legal Description: Current Zoning: Current Use: Community Plan Designation: A1 11 Development Review Application A1 Page 2 of 3 Revision Date 4-27-15 Required Forms: Varies by project type Recommended Forms: Presentation of submitted plans and specifications Overlay District: Neighborhood Conservation Entryway Corridor None Urban Renewal District: Downtown North 7th Avenue Northeast None 6. STATISTICS (ONLY APPLICATION TYPES 2-12, 17, 25 AND 27) Gross Area: Acres: Square Feet: Net Area: Acres: Square Feet: Dwelling Units: Nonresidential Gross Building Square Feet: 7. APPLICATION TYPES Check all that apply, use noted forms. Form Form 1. Pre-application Consultation None 17. Informal Review INF 2. Master Site Plan MSP 18. Zoning Deviation None 3. Site Plan SP 19. Zoning or Subdivision Variance Z/SVAR 4. Subdivision pre-application PA 20. Conditional Use Permit CUP 5. Subdivision preliminary plat PP 21. Special Temporary Use Permit STUP 6. Subdivision final plat FP 22 Comprehensive Sign Plan CSP 7. Subdivision exemption SE 23. Zoning Verification ZV 8. Condominium Review CR 24. Regulated Activities in Wetlands RW 9. PUD concept plan PUDC 25. Zone Map Amendment (non Annexation) ZMA 10. PUD preliminary plan PUDP 26. UDC Text Amendment ZTA 11. PUD final plan PUDFP 27. Growth Policy Amendment GPA 12. Annexation and Initial Zoning ANNX 28. Modification/Plan Amendment MOD 13. Administrative Interpretation Appeal AIA 29. Extension of Approved Plan EXT 14. Administrative Project Decision Appeal APA 30. Reasonable Accommodation RA 15. Commercial Nonresidential COA CCOA 31. Other: 1 6. Historic Neighborhood Conservation Overlay COA NCOA 8. APPLICATION FEES AND MATERIALS A. Fees are to be provided based upon the adopted fee schedule FS. Contact our office for an estimate. B. Applications received by a rolling deadline of Wednesday at 5pm will be reviewed to determine if they are acceptable within five working days of the application deadline. Applications deemed acceptable for review will begin staff review immediately or be scheduled for Development Review Committee review in ten working days from the application deadline. 12 13 Zone Map Amendment Required Materials ZMA Page 1 of 3 Revision Date 5-13-15 Required Forms: A1, N1 Recommended Forms: Presentation of submitted plans and specifications CITY OF BOZEMAN DEPARTMENT OF COMMUNITY DEVELOPMENT ANNEXATION AND INITIAL ZONE MAP AMENDMENT REQUIRED MATERIALS APPLICATION SETS 3 total sets are required that include 1 copy of every item below bound or folded into 8½ x 11 or 8½ x 14 sets. This application is only for a proposed annexation with an initial zone map amendment. If an independent zone map amendment without annexation is proposed see form ZMA. Complete and signed development review application form A1. Plan sets that include all items required in the annexation and initial zoning checklist below. Standard application sets required plan sizes: 2 sets that include full size 24 x 36 inch plans 1 set that include 11 x 17 inch plans 2 digital versions of all materials (JPEG or PDF) on separate CD-ROMs or USB drives. Individual files must be provided at 5MB or less in size. Files shall be named according to naming protocol. Notes: All plans must be drawn to scale on paper not smaller than 8½ x 11 inches or larger than 24 x 36 inches. The name of the project must be shown on the cover sheet of the plans. If 3-ring binders will be used, they must include a table of contents and tabbed dividers between sections. Plans that are rolled or not bound into sets will not be accepted. NOTICING MATERIALS Completed and signed property adjoiners certificate form N1 and materials. APPLICATION FEE Base fee: $1,505 APPLICATION DEADLINES Applications received by a rolling deadline of Wednesday at 5pm will be reviewed to determine if they are acceptable within five working days of the application deadline. Applications deemed acceptable for review will begin Development Review Committee review in ten working days from the application deadline. ANNEXATION CHECKLIST 1. The following questions pertain to the goals adopted by the City Commission in Commission Resolution No. 3907. Yes No a. Is the property contiguous to the City of Bozeman? b. Is the property wholly surrounded by the City of Bozeman? c. Is the property currently contracting with the City for municipal services such as water, sanitary sewer and or fire protection? a. If so, which City services are currently being contracted for? d. Does the property lie with the service boundary of the existing sewer system as depicted in the City’s growth policy? 2. The following questions pertain to the policies adopted by the City Commission in Commission Resolution No. 3907. Yes No a. Is/Are the property owner(s) willing to dedicate needed easements and/or right- of-way for collector and arterial streets? ANNX 14 Zone Map Amendment Required Materials ZMA Page 2 of 3 Revision Date 5-13-15 Required Forms: A1, N1 Recommended Forms: Presentation of submitted plans and specifications Yes No b.Is/Are the property owners(s) willing to sign waivers of right to protest the creation of future Special Improvement Districts to provide the essential services for future development of the City? c.Is/Are the property owner(s) willing to transfer usable water rights, or an appropriate fee in-lieu thereof, to serve the expected population of the land when fully developed? d.Does the desired future development of the subject property conform to the City’s growth policy? If not, a growth policy amendment will be necessary to accommodate the anticipated uses, which may be initiated by the applicant and reviewed concurrently with this application. a.If a growth policy amendment is necessary, is it included with this application? e.The property will need to be rezoned with an initial urban zoning designation. The zone map amendment will be reviewed concurrently with this application. Is a zoning map amendment application included with this application? f.Do unpaved county roads comprise the most commonly used route to gain access to the property? g.If it is found that adequate services cannot be provided to ensure public health, safety and welfare, has the property owners(s) provided a written plan for the accommodation of these services? h.Does the property owner acknowledge that the City of Bozeman assesses a system development/impact fee and agrees to pay any applicable development/impact fees in accordance with Chapter 3.24 of the Bozeman Municipal Code? 3.If the property is currently in agricultural use please identify current crops/conditions. 4.Number of residential units existing on the property? 5.Number and type of commercial structures on the property? 6.Estimate of existing population of the property? 7.Assessed value of the property? 8.Existing on site facilities and utilities (gas, power, telephone, cable, septic systems, wells, etc.) 9.Any additional information that will be helpful in the City’s review of the application. ANNEXATION MAP REQUIREMENTS 10.Scale not greater than 1 inch to 20 feet nor less than 1 inch to 100 feet 11.Scale, north point arrow and date of preparation 12.Subject property well defined 13.Land use pattern of surrounding area 14.Existing zoning of surrounding property 15.Boundaries of proposed zoning (if more than one designation being requested) well defined 16.Proximity of all existing and proposed water and sewer mains and extensions 17.Location of all structures on the subject property 18.Adjacent streets and street rights-of-way 19.Existing on-site streets and street rights-of-way 20.Water bodies and wetlands ZONE MAP AMENDMENT REQUIREMENTS 1.A thorough project narrative including a detailed response to the following for the zone map amendment: a. Is the new zoning designed in accordance with the growth policy? How? 15 16 Comma-Q Architecture Cannery District - Zoning Map Amendment April 15, 2015 ANNX -- Annexation and Initial Zone Map Amendment Required Materials -- Zone Map Amendment Requirements Narrative a. Is the new zoning designed in accordance with the growth policy? How? Yes. The Community Plan Land Use map shows the site planned to be Regional Commercial and Services. b. Will the new zoning secure safety from fire and other dangers? How? Yes. The proposed zoning modification would group like uses together, facilitating orderly response in case of emergencies. The location is within acceptable response times for emergency services. Building codes will be applied to address necessary building exiting requirements and similar issues. Any new construction will be designed to comply with applicable codes and other standards for emergency services. c. Will the new zoning promote public health, public safety and general welfare? How? Yes. Public health and safety will be addressed by the development standards of Bozeman Municipal Code, construction codes and similar guidance for development when future design and construction occurs on the site. General welfare is promoted by maintaining and increasing consistency of the zoning map with the Bozeman Community Plan. d. Will the new zoning facilitate the adequate provision of transportation, water, sewerage, schools, parks, and other public requirements? How? Yes. This proposal would allow Cannery District Partners to consider projects that create better access for deliveries, traffic flow and fire access, and adequate parking. e. Will the new zoning provide reasonable provision of adequate light and air? How? Yes. The property located at the proposed zoning modification will be built to zoning requirements of the Unified Development Code. These applicable setbacks, height and buffering standards will ensure adequate light and air. f. Will the new zoning have an effect on motorized and non- motorized transportation systems? How? Yes. This proposal allows Cannery District Partners to plan and undertake development activity that is consistent with the Unified Development Code to improve general traffic flow. g. Does the new zoning promote compatible urban growth? How? Yes. The proposed zoning modification will allow the owner to consider projects that will promote an increase in use of currently underutilized urban structures. h. Does the new zoning promote the character of the district? How? Yes. This proposed zoning modification allows Cannery District Partners to consider projects that will maintain and enhance neighborhood vitality by utilizing urban land that has been identified for commercial use. i Yes. The site is located along a major vehicular route, making it well suited for community commercial use. j. Was the new zoning adopted with a view to conserving the values of buildings? Yes. The proposed zoning modification would allow the rehabilitation of historic buildings on the site. k. Does the new zoning encourage the most appropriate use of land throughout the jurisdictional area? Yes. This proposal established B-2 zoning at this property. B-2 is a zoning designation that encourages appropriate use of land is consistent with the Bozeman Community Plan. 17 18 Return to: City of Bozeman Department of Community Development 20 East Olive Street Bozeman, MT 59715 ANNEXATION DISTRICT AGREEMENT - CANNERY DISTRICT (REV. 5-22-2015)............................................................................PAGE 1 ANNEXATION DISTRICT AGREEMENT FOR CANNERY DISTRICT PROPERTY This Annexation District Agreement (“Agreement”) is made _________________, 2015, by CANNERY DISTRICT PARTNERS, LLC, a Montana limited liability company, 1006 West Main Street, Bozeman, Montana 59715 (the “Landowner”), and the CITY OF BOZEMAN, a municipal corporation and self- governing political subdivision of the State of Montana, City Hall, 121 North Rouse Avenue, Bozeman, Montana 59715 (the “City”). Landowner and the City are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” RECITALS A. Landowner is the owner in fee of contiguous parcels of real property (collectively, the “Cannery District” or the “Project”) situated both in the City of Bozeman and in Gallatin County, Montana, legally described as follows: In Gallatin County: Tracts 1, 2, and 3 of Certificate of Survey 2877, a tract of land being Tract 1 and Tract 2 of Correction COS 2128B, and the parcel known as COS 2548, all located within the SW¼ of Section 6, Township 2 South, Range 6 East, P.M.M, Gallatin County, Montana. In the City of Bozeman: Lots 1, 2, and 3 of Amended Subdivision Plat _____, a tract of land being Tract 3-A of COS 2128B, and portions of Block 2 and Block 3 of the Imes Addition to Bozeman that lie North of Plats C-41-D and C-41-K which are considered East Oak Street, located within the SW¼ of Section 6, Township 2 South, Range 6 East, P.M.M, City of Bozeman, Gallatin County, Montana. B. Existing buildings in the Cannery District, located on Project property in Gallatin County situated outside of the present City limits, have been connected to City water and sewer services, and Landowner and its predecessors-in-interest have paid rates for those services. The Parties have been unable to locate agreements or other documentation of the historical provision and use of such services within the Cannery District, but the Parties believe the date of commencement was as early as the 1920s. C. Landowner desires to develop the Cannery District by restoring and renovating existing buildings and structures, constructing new buildings, and constructing the infrastructure and other improvements necessary to serve the Project. Landowner intends to develop the Cannery District in 19 ANNEXATION DISTRICT AGREEMENT - CANNERY DISTRICT (REV. 5-22-2015)............................................................................PAGE 2 phases in accordance with a comprehensive development plan using a planned unit development (“PUD”) to allow for flexibility in Project development and in repurposing of the former industrial site. The phases will correspond to the following tracts of land: “Phase 1”: Tract 2 of COS 2877; “Phase 2”: Lots 1, 2, and 3 of Amended Subdivision Plat _____; “Phase 3”: Tract 3 of COS 2877; and “Phase 4”: Tract 1 of COS 2877. D. Landowner desires that those portions of the Cannery District presently lying outside the City limits—Phases 1, 3, and 4—ultimately be annexed into the City. Prior to annexation, however, Landowner wishes to refurbish existing buildings and structures located within Phase 1 and complete infrastructure improvements to serve those buildings and future development pursuant to plans approved by Gallatin County. Landowner intends, contemplating receipt of City services and eventual annexation, to build the infrastructure improvements in compliance with established City standards. Landowner further desires to work cooperatively with the City of Bozeman to plan for eventual development of Phases 3 and 4 prior to construction of buildings requiring City water and sewer services occurring in those phases, and, upon submission and approval of a final site plan for any newly-constructed building requiring City water and sewer services, complete the annexation process for the entire Phase within which the new building is located. E. Annexation of Phases 1, 3, and 4 is consistent with City goals and policies as expressed in Commission Resolution No. 4400. The Landowner desires and the City is amenable to annexing the Phases 1, 3, and 4 in stages. F. The Parties have determined that it is in the best interests of the City and Landowner, and that it will further the public health, safety and welfare of the community, to create an annexation district (“Annexation District”), pursuant to the provisions of Montana Code Annotated §7-2-4625 and Title 7, Chpt. 2, Part 46, MCA, for the purpose of facilitating the staged annexation of Phases 1, 3, and 4 into the City and the ongoing and future provision of City services. G. The Parties desire to (i) establish the term of the Annexation District; (ii) provide for the timing of annexation; (iii) provide for the provision of certain City services to the Cannery District during the term of the Annexation District; (iv) allow for design, review, and approval of a PUD for the Annexation District lands during the Annexation District term; and (v) provide for the payment of costs and fees associated with both the provision of City services and annexation, all as set forth in this Agreement. H. The Parties recognize the portion of the Cannery District lying outside the City is not currently served by City fire service nor is this portion of the Cannery District within an established Fire District or Fire Service Area. I. The Parties recognize state or local law, including land use regulations related to planning, zoning, and subdivision, the provision of utilities, taxes and assessments, etc. may change during the term of the Annexation District and this Agreement and which have not been contemplated by the Parties. It is the intent of the Parties to comply with such changes in law and that nothing herein may be construed so as to restrict the application of such changes to the development of the Cannery District and the Annexation District. 20 ANNEXATION DISTRICT AGREEMENT - CANNERY DISTRICT (REV. 5-22-2015)............................................................................PAGE 3 AGREEMENT The Parties, intending to be legally bound, agree as follows: 1. Creation of Annexation District; Effective Date. Pursuant to the provisions of Montana Code Annotated §7-2-4625, Landowner has filed file a petition with the City of Bozeman, Department of Community Development, consenting to future annexation pursuant to this Agreement and seeking to create the Annexation District consisting of all lands comprising Phases 1, 3, and 4 of the Cannery District. A copy of this unsigned Agreement was attached to the Petition. The effective date (“Effective Date”) of this Agreement shall be the date upon which the Bozeman City Commission finally adopts a resolution creating the Annexation District and authorizes execution of this Agreement. 2. Term of Annexation District. The term (“Term”) of the Annexation District shall be (7) years. Unless sooner annexed as provided herein, and notwithstanding any other provision of this Agreement, all of the lands comprising Phases 1, 3, and 4 of the Cannery District shall be deemed conclusively annexed into the City of Bozeman upon expiration of the Term. The Annexation District shall dissolve upon the earlier of (i) expiration of the Term; or (ii) annexation into the City of all lands within the Annexation District pursuant to the provisions of Section 3 of this Agreement. 3. Provisions for Timing of Annexation; Notice of Annexation. Each of the Phases 1, 3, and 4 shall be governed by the following criteria set forth in this Section for annexation into the corporate limits of the City of Bozeman. (a) Phase 1. The lands in Phase 1 shall be annexed into the City on the earlier of the following dates: (i) No later than one (1) year after the date when all of the presently existing Buildings in Phase 1, designated as Buildings E, F, G, and H on the attached Exhibit A, have been restored and renovated by Landowner (or by its successors, should Landowner convey an existing building or space prior to renovation), and subsequent to restoration and renovation, ninety-five percent (95%) of the rentable space therein has either been leased and occupied by Landowner’s tenants or sold to third parties unrelated to Landowner; or (ii) The date that is seven (7) years measured from the Effective Date. Landowner shall provide the City a written rent roll summary each calendar quarter after the date of this Agreement and until Phase 1 is annexed showing the status of the lease and occupation of each rentable space within Phase 1. For a sale, Landowner shall provide the City written notice of such sale no later than thirty (30) days after closing the sale. If construction activities to renovate and restore existing building(s) and structures in Phase 1 are underway at the time Phase 1 is annexed into the City, Landowner shall have the right to complete such renovation without the necessity of applying for City development approval, plan approval, building permits or other similar City approvals; provided that Landowner is in compliance with all applicable building codes and State of Montana issued building permits and all Gallatin County planning and zoning requirements. If a PUD has been approved by the City, such renovation must also be consistent with the approved PUD. The 21 ANNEXATION DISTRICT AGREEMENT - CANNERY DISTRICT (REV. 5-22-2015)............................................................................PAGE 4 City and Landowner agree to work cooperatively to complete all necessary inspections to certify the renovated building(s) for occupancy. (b) Phases 3 and 4. The lands in Phases 3 and 4 shall be annexed separately into the City prior to commencement of construction of the first building within a Phase requiring connection to City water or sewer services. The trigger date for annexation of the affected Phase shall be the date that the City either approves a final site plan or issues a building permit (whichever is earlier) for the building. Annexation shall not be triggered by (i) Landowner’s realignment of lot boundaries in a manner exempt from subdivision review or (ii) Landowner’s construction in Phases 3 or 4 of utility lines, parking areas, internal roadways, driveways, walkways, lighting, and other infrastructure improvements or construction and use of temporary or permanent structures (not requiring water and sewer services) for construction staging, equipment storage, housing of utilities or similar purposes. (c) Annexation to be Self-Operating; Notices. Annexation of Phases 1, 3, and 4 under this Agreement shall be self-operating. Immediately upon any Project Phase meeting the criteria for annexation set forth in this Section 3, and in any case no later than the expiration of the Term, such Phase shall be deemed conclusively annexed to the City, Upon annexation the annexed land shall no longer be part of the Annexation District, all City services available to owners and lands within the City limits shall be available to owner(s) of the annexed land, and all duties and obligations applicable to property located within the City shall be applicable to annexed lands. Notwithstanding the requirement in Subparagraph 3(a) to provide written notice to the City regarding lease or sale of portions of buildings within Phase 1, Landowner shall promptly give notice of annexation to the City no later than thirty (30) days after the existing Buildings in Phase 1 have been renovated and leased or sold as provided in Subparagraph 3(a)(i) prior to the date set forth in Subparagraph 3(a)(ii). Otherwise, either Party may give other Party notice of annexation of a Phase. Notices of annexation shall be given as provided in Section 11 and in a form suitable for recording in the Gallatin County records Costs of recording such notices of annexation shall be borne by the Landowner or its successors in interest. 4. Zoning. Within thirty (30) days after the petition for creation of the Annexation District has been filed, Landowner shall submit an application, on forms prescribed by the City’s Department of Community Development, together with all required application fees and required materials, for a zone map amendment designating the entirety of the Cannery District Property as zone B-2 (Community Business District). Upon receipt of a completed application and all required submissions, the City will process the application in accordance with its usual procedures, and it agrees, to the extent permitted under applicable law, to coordinate the zone map amendment review with the processes involved in consideration of Landowner’s petition to create the Annexation District and Landowner’s pending application for preliminary PUD approval in an effort to avoid duplicative procedures and undue delay. The Parties acknowledge that any City zoning designation for the Annexation District property shall apply to each Phase only upon annexation. Landowner recognizes the City’s right to legislatively amend zoning regulations, designations, and districts and that any such legislative changes may affect Landowners property and development upon such property. In addition, nothing herein shall constitute a guarantee or promise the City will approve B-2 zoning or grant preliminary PUD approval. 22 ANNEXATION DISTRICT AGREEMENT - CANNERY DISTRICT (REV. 5-22-2015)............................................................................PAGE 5 5. City Services and Payments Pending Annexation/Annual Fee. During the Term of this Agreement, the City will provide to the properties located within the Annexation District the services specified in this Section. The City’s continued provision of each of the services shall be subject to the conditions provided herein, including Landowner’s, or its successors in interest’s, obligation to pay fees or rates for such services and the annual fee as defined herein. (a) Fire Protection and Inspection. (i) Provision of Fire Protection. The City agrees to provide during the Term fire protection services to all property within the Annexation District, including the existing buildings situated in Phase 1. (ii) Inspections/Information. As a condition of the City providing fire protection, Landowner consents and agrees to Bozeman Fire Department inspectors conducting periodic fire inspections of the Phase 1 existing buildings. The Parties acknowledge that Landowner presently intends to replace the fire suppression systems in the Phase 1 existing buildings to be renovated, beginning with the system in the four-story Cannery Building (designated Building E, on the attached Exhibit A). In addition to periodic inspections, the City agrees to conduct timely periodic fire inspections during installation of the new suppression systems to identify any deficiencies or code noncompliance. Landowner agrees to take corrective action for deficiencies or noncompliance identified as a result of those inspections. During construction activities in Phase 1, Landowner must provide the City with copies of all State building permits, inspection reports, notices of corrective action, approved building plans, and any other information the City may reasonably require from time to time to assist it in the provision of fire service. (iii) Commencement of Services. Fire protection and inspection services, and Landowner’s obligation to pay the annual fee as described below, shall commence on the Effective Date of this Agreement. (iv) Fireworks. Landowner shall comply with Chapter 18, Article 5, BMC regarding the use of fireworks. (b) Water, Sewer and Stormwater. (i) Water and Sewer Services. The Parties acknowledge that the City has historically furnished to Landowner and its predecessors-in-interest water and sewer services for the land, buildings, and improvements that comprise Phase 1. The City agrees to continue to provide water and sewer services to serve Phase 1’s existing buildings and lands subject to the provisions of this Agreement and the City’s right to discontinue service for non-payment of fees for services. Landowner, its lessees, renters, or their successors in interest shall pay all sewer and water utility fees. (ii) Water and Sewer Infrastructure. During the Term, Landowner plans to upgrade, replace, and/or install, at its expense, water and sewer infrastructure to serve all planned uses of the Cannery District. Landowner agrees that all such water and sewer infrastructure in the Project will be built in accordance with the version of the City of Bozeman’s Modifications to the Montana Public Works Standard Specifications and 23 ANNEXATION DISTRICT AGREEMENT - CANNERY DISTRICT (REV. 5-22-2015)............................................................................PAGE 6 the City of Bozeman Design Standards and Specifications in effect at the time of such work. The City will accept ownership and maintenance of such infrastructure situated within easements granted to the City by Landowner, except service lines for buildings and other improvements, provided the City determines, in its reasonable discretion, that the following conditions have been met: ¥ The City has received certification by a licensed professional engineer, at Landowner’s expense, that water and sewer infrastructure to be granted to and maintained by the City has been built in compliance with then-current City standards as described above; ¥ Landowner has furnished the City with record drawings of the water and sewer infrastructure; ¥ Landowner provides the City, in a form acceptable to the City Attorney, and to be effective on the date the City accepts the sewer and water infrastructure: o A two-year warranty guaranteeing the work is free from defects of materials and workmanship and promising to promptly repair all faults of such work at no expense to the City; o A maintenance bond naming the City as an obligee and equal to 20% of the actual costs of the improvements so the City may, if necessary, correct any deficiencies in workmanship and/or materials which are found within the two- year warranty period; and o A signed certification of completion and acceptance; and ¥ The City has been given notice of commencement of water and sewer infrastructure improvements to the Project, and it has had opportunity to inspect construction and determine whether the improvements have been installed in compliance with City standards, and, if not, Landowner has made all corrections required by the City. (iii) Water and Sewer Easements. Landowner has granted to the City a Sewer and Water Pipeline and Access Easement and Agreement (the “Easement”) dated February 27, 2015 and recorded March 27, 2015 as Document number 2507158 in the records of the Gallatin County Clerk and Recorder. The Parties understand and acknowledge that the Easement and the water and sewer infrastructure to be upgraded or installed therein are intended by the Landowner to supersede all existing City water and sewer easements and infrastructure located within the Cannery District lands, including such infrastructure that may present within and under platted streets and alleys located within the Cannery District’s boundaries, except for an existing City water main located within the “Oak Street” created by City Ordinance No. 575 and an existing City water easement described in a document recorded in Film 186, Page 3058, records of Gallatin County, Montana. To abandon such existing easements no longer necessary that may be present under platted streets and alleys within the Cannery District, Landowner must petition the City for vacation of streets, alleys and such sewer and water lines. (iv) Fees Pending Annexation. Landowner shall pay rates for water and sewer services in accordance with the City’s then-current rate schedule, as the same may be amended from time to time. 24 ANNEXATION DISTRICT AGREEMENT - CANNERY DISTRICT (REV. 5-22-2015)............................................................................PAGE 7 (v) Stormwater. In addition to the requirement of Paragraph 10(b), Landowner shall design and install stormwater facilities for the Annexation District in compliance with all City standards regarding stormwater retention and treatment pursuant to Chpt. 40, Art. 4, BMC, and the City of Bozeman Design Standards and Specifications in effect at the time of such work. Landowner shall install the stormwater facilities at such times as are dictated by the orderly course of development of the Annexation District property. (c) Development Review. (i) Provision of Development Review Services. The City agrees to provide Landowner, during the Term, development review services for property lying within the Annexation District. Such review shall be applied for and conducted in accordance with procedures set out in the Uniform Development Code of the City of Bozeman (“UDC”) and other applicable law. Landowner shall instigate all such review by making proper application to City department having jurisdiction over the review process sought. Development review may include, without limitation: ¥ Consideration of one or more applications for exemption from subdivision review, including review of proposed boundary realignments of legal tracts within the Cannery District. The City acknowledges that Landowner may, during the Term, make joint applications to the City and Gallatin County to realign boundaries between the tracts located in the City and those presently located in Gallatin County outside of the City limits; ¥ Concept, preliminary, and final plan review of a PUD for property within the Cannery District; ¥ Zoning review, including (i) application(s) for zone map amendment and (ii) zoning-related applications and review made and conducted in conjunction with the PUD review process; and ¥ Plan review for new construction of buildings in Phases 3 and 4. (ii) Review of PUD. The Parties acknowledge that it is Landowner’s present intent and plan to develop the Cannery District, including all of the Annexation District lands, as a PUD under Article 20 of the UDC and that Landowner may submit application(s) to the City seeking final approval for such PUD during the Term and prior to annexation. Upon preliminary approval of a PUD for one or more Project phases, the City agrees that it will make a determination as to whether it has jurisdiction to approve a final PUD prior to annexation of the affected lands without the approval of Gallatin County officials. If, in the opinion of the City’s legal counsel, the City lacks such power, and provided that the Landowner is diligently proceeding to meet all conditions set forth in the City’s approved preliminary PUD, the City agrees that it will cooperate with Landowner and Gallatin County to coordinate any plan review necessary to obtain any necessary approvals from Gallatin County. (iii) Fees. Landowner shall pay fees for the City’s development review services in accordance with the City’s then-current fee schedule, as the same may be amended from time to time. 25 ANNEXATION DISTRICT AGREEMENT - CANNERY DISTRICT (REV. 5-22-2015)............................................................................PAGE 8 (d) Annual fees. Landowner shall pay the City $6,500 per year for city services provided to the Annexation District pursuant to this Agreement and said fee shall be in addition to utility fees for sewer and water service and fees for development review services. Commensurate with execution of this Agreement, Landowner shall pay the City the initial fee of $6,500.00 per year prorated for the remainder of the City’s current fiscal year. Payment of the initial fee is a condition precedent to execution of this Agreement. The annual fee shall be allocated to the Project’s phases in accordance with the following percentages: Phase 1 - 95.0%; Phase 3 - 2.5%; and Phase 4 - 2.5%. The City may increase the fee for such services annually by an amount commensurate with increases allocated to such services in the City’s general mill levy. Upon annexation of a phase, the annual fee shall be reduced by the percentage of the fee allocated to that phase. For all payments due after the initial fee described above, beginning with the City’s fiscal year 2016 on July 1, 2015, the City shall invoice Landowner for the fee amount, and the invoice shall be due and payable thirty (30) days after receipt. If Landowner fails to pay the annual fee in full on or before the due date, the City may collect unpaid portions of the fee in the same manner that it collects delinquent taxes and fees for properties within its corporate limits, including the right to lien lands then situated within the Annexation District. 6. Phase 1 Renovation and Restoration Prior to Annexation. Landowner shall have the right, during the Term of this Agreement and prior to annexation, to rehabilitate, renovate, remodel, occupy, submit to a condominium regime, lease, or sell existing buildings and structures or portions thereof in Phase 1. Refurbishment and other construction activities shall proceed in accordance with rules and requirements of Gallatin County and the Montana Building Codes Bureau. All required inspections of the work completed on existing buildings and structures during the Term shall be completed by a building inspector(s) employed or approved by the Building Codes Bureau, except that the Bozeman Fire Department may conduct fire inspections during construction pursuant to the provisions of Subparagraph 5(a)(ii). Landowner may also during the Term construct infrastructure and common area improvements reasonably required to serve the existing buildings, provided that such infrastructure and improvements are completed in conformance with PUD plans Landowner has submitted to the City for consideration and approval. The Parties acknowledge that the existing Phase 1 buildings and structures will undergo substantial rehabilitation, renovation, and remodeling prior to annexation. Such work may result in significant changes to existing structures, including substantial modification of existing building footprints, increases in interior space, and addition of floors, balconies, decks, patios, and entryways. The Parties agree that notwithstanding such changes, the refurbished buildings will continue to be “existing buildings” for the purpose of construing the provisions of this Agreement. 7. Impact Fees. (a) Calculation and Payment. Landowner or its successors-in-interest, as the case may be, shall pay impact fees as provided in this Section. (i) Transportation. Transportation impact fees shall be paid as required by Section 2.06.1640, Bozeman Municipal Code (“BMC”). The amount of transportation impact fees to be paid, if any, shall be calculated based on the provisions of the BMC in effect at the time an application for development approval, in one of the forms specified in Section 2.06.1640.A.1, BMC is submitted to the City. 26 ANNEXATION DISTRICT AGREEMENT - CANNERY DISTRICT (REV. 5-22-2015)............................................................................PAGE 9 (ii) Fire Protection/EMS. For the provision of fire service and emergency medical service to the existing buildings in Phase 1, Landowner shall pay a fire protection and emergency medical service impact fee (under Section 2.06.1650, BMC) in the amount of $_______ in the manner provided in this Subparagraph. Fifty percent (50%) of this amount shall be due and payable at the time of execution of this Agreement; the remaining fifty percent (50%) shall be due and payable upon annexation of Phase 1. Landowner’s future responsibility for fire protection and emergency medical service impact fees in all phases of the Project shall be as provided in Subparagraph 7(a)(vi) below. (iii) Water. Water impact fees shall be paid as required by Section 2.06.1660, BMC, after annexation and prior to obtaining a permit for future construction in the Cannery District requiring connection (or expansion of or additions to structures having existing approved connection) to the City water system. The amount of impact fees, if any, to be paid for connection of new buildings to the city’s water services the, shall be calculated based on the provisions of the BMC in effect at the time of application for a permit to connect. No water impact fees shall be due for Phase 1 existing buildings at the time of annexation as those buildings have received and paid for City water services. Landowner’s future responsibility for water impact fees, if any, shall be as provided for in Subparagraph 7(a)(vi), below. (iv) Wastewater. Wastewater impact fees shall be paid as required by Section 2.06.1670, BMC, as amended, after annexation and prior to obtaining a permit for future construction in the Cannery District requiring connection (or expansion of or additions to structures having existing approved connection) to the City wastewater system. The amount of impact fees, if any, to be paid for connection of new buildings to the city’s wastewater services, shall be calculated based on the provisions of the BMC in effect at the time of application for a permit to connect. No wastewater impact fees shall be due for Phase 1 existing buildings at the time of annexation as those buildings have received and paid for City wastewater services. Landowner’s future responsibility for wastewater impact fees, if any, shall be as provided for in Subparagraph 7(a)(vi), below. (v) Credits; Exemptions. Nothing in this Agreement shall construed to abridge Landowner’s right, under Chapter 2, Article 6, Division 9 of the Bozeman Municipal Code, to apply for, claim, or assert credits against or exemptions from imposition of impact fees. (vi) Impact Fees after Annexation. Nothing herein shall be construed to negate the City’s authority to require the payment of impact fees for properties located within the Cannery District should, after annexation and after completion of construction and improvements underway on the annexed property at the time of annexation, development occur on annexed property in a manner requiring payment of impact fees pursuant to Chapter 2, Article 6, Division 9 of the Bozeman Municipal Code. (b) Project Related Improvements. Landowner understands and agrees that any improvements, whether on-site or off-site, necessary to provide connection of the Cannery District to municipal services and which are wholly attributable to the property as reasonably determined by the City are “project related improvements” as defined in Section 2.06.1630.A.14, BMC, as amended, and as such, are not eligible for impact fee credits. 27 ANNEXATION DISTRICT AGREEMENT - CANNERY DISTRICT (REV. 5-22-2015)..........................................................................PAGE 10 (c) Remedies for Non-Payment of Impact Fees. If Landowner or its successors, as the case may be, fails to pay properly assessed impact fees when due and payable, and should such default not be remedied or corrected within thirty (30) days after written notice by City to Landowner of such default, City may at its option: (i) Declare the amounts owing for impact fees immediately due and payable and City shall have the right to take legal action against Landowners for the collection of such sum, including the entry of any judgment. In addition, the City may, at its option, enforce payment of such amount by levying an assessment on the premises; or (ii) Elect any other remedy available to City under the laws of the State of Montana. 8. Water Rights; Cash-In-Lieu. Landowner shall make a payment-in-lieu of water rights, or shall make a transfer of one or more legally and physically adequate water rights acceptable to the City, for Project Phases 2, 3, and 4 as required by the provisions of Section 38.23.180, BMC.. The water rights or required payment-in-lieu shall be determined and made in accordance with the provisions of Section 38.23.180, BMC, and City of Bozeman Administrative Order 2013-07. Landowner and the City agree that no transfer of water rights or payment-in-lieu shall be required of Landowner with respect to Project Phase 1 and its existing buildings, it being recognized that (x) Phase 1 has been served by City water for many decades and its owners have paid rates therefore; (y) as to the use of City water, the Phase 1 buildings are not a new development necessitating the acquisition of new water rights; and (z) and the City’s existing water rights have historically been and continue to be sufficient to serve Phase 1 and its existing buildings. Nothing herein, however, shall be construed to negate the City’s authority to require the provision of water rights or cash-in-lieu for additional development occurring on Phase 1 after annexation (except for additional development of the existing buildings) if such development would require the provision of water rights or payment of cash-in-lieu. 9. Extension of Services Plan/Services upon Annexation. The Parties intend that the provisions of this Agreement satisfy the requirements of an extension of services plan under the provisions of Section 7-2-4610, Montana Code Annotated. Upon annexation, the City shall provide the following customary city services to the annexed property: continued fire suppression, police and law enforcement, general administrative services, storm water drainage, streets, parks and recreation, solid waste disposal, and continued sewer and water services. 10. Requirements to be Completed Prior to Annexation of any Phase. (a) Comprehensive Water and Water Design Report. Prior to annexation of any Project phase, the City may require Landowner to have prepared by a professional engineer, at Landowner’s expense, a comprehensive design report evaluating existing capacity of sewer and water utilities in the phase pending annexation. The report must include hydraulic evaluations of each utility for both existing and post-development demands, and the report findings must demonstrate adequate capacity to serve the Project. If adequate infrastructure capacity is not available for the proposed development, the report must identify necessary water or wastewater system improvements necessary for the proposed development. If improvements to the water or wastewater system are necessary, Landowner, at its expense, shall complete the necessary system improvements to serve the proposed phase prior to annexation. (b) Stormwater Master Plan. Landowner understands and agrees that a stormwater master plan for the Cannery District for a system designed to remove solids, oils, grease, and other pollutants from the runoff from the public streets may be required to be provided to and 28 ANNEXATION DISTRICT AGREEMENT - CANNERY DISTRICT (REV. 5-22-2015)..........................................................................PAGE 11 approved by the City Engineer at the time of any future development. Such plan, if required, must depict the maximum sized retention/detention basin location and locate and provide easements for adequate drainage ways within the area to transport runoff to the stormwater receiving channel(s). The plan shall include site grading and elevation information, typical stormwater detention/retention basin and discharge structure details, basin sizing calculations, and stormwater maintenance plan. (c) Waiver of Right-to-Protest Special Improvement Districts. Landowner shall execute a Waiver of Right-to-Protest Creation of Special Improvement Districts (SID) for the maintenance of any parks within the annexed area and/or of a City wide park maintenance district. The Landowner agrees such SID will provide a mechanism for the fair and equitable assessment of maintenance costs for such parks. The waiver is attached hereto as Exhibit B and is hereby incorporated into and made a part of this Agreement. In addition, Landowner shall execute a Waiver of Right-to-Protest Creation of Special Improvement Districts for street improvements, including but not limited to paving, curb/gutter, sidewalk and storm drainage facilities for Oak Street and for intersection improvements to the intersection of Oak Street and North 7th Avenue (attached hereto as Exhibit C). Landowner agrees that if the above SIDs are not utilized for the purposes described in this Paragraph, the Landowner shall participate in an alternative financing method for the completion of said improvements on a fair share, proportionate basis as determined by square footage of property, taxable valuation of the property, traffic contribution from the development or a combination thereof. (d) Standard of Facility Installation. Notwithstanding any other provision of this Agreement, the Landowner shall be responsible for installing all facilities required to provide municipal services to the Cannery District in accordance with this Agreement, the City’s infrastructure master plans, and City regulations, policies and guidelines that may be in effect at the time of any development. Landowner understands and agrees that there is no right, either granted or implied, for the Landowner to commence construction of any new building requiring City services in Phases 3 or 4 the Annexation District absent full compliance of the terms and conditions of this Agreement. 11. Notices. Any notice, demand, request or other communication which either Party hereto may be required or may desire to give under this Agreement shall be in writing and shall be deemed to have been properly given if (a) hand delivered (effective upon delivery), (b) mailed (effective three (3) days after mailing) by United States registered or certified mail, postage prepaid, return receipt requested, (c) sent by a nationally recognized overnight delivery service (effective one (1) day after delivery to such courier) or (d) sent by facsimile (effective upon confirmation of transmission), in each case, addressed as follows: If to Landowner: Cannery District Partners, LLC Attn: Scott R. Dehlendorf and Barry L. Brown 1006 West Main Street Bozeman, Montana 59715 Fax: (877) 397-8736 29 ANNEXATION DISTRICT AGREEMENT - CANNERY DISTRICT (REV. 5-22-2015)..........................................................................PAGE 12 If to the City: The City of Bozeman Attn: Chris Kukulski, City Manager City Hall 121 North Rouse Avenue Bozeman, Montana 59715 Fax: (406) 582-2273 12 No Obligation to Improve Property. Nothing in this Agreement shall be construed to constitute a promise by Landowner or obligate Landowner to engage in or complete development of the Cannery District property in any manner. Landowner shall have no obligation, by reason of this Agreement, to renovate the Phase 1 existing buildings or develop planned Phases 2, 3 or 4 as is contemplated by this Agreement. Landowner reserves the right to modify development plans for the Cannery District as it deems necessary, in its sole discretion, subject to its obtaining all necessary governmental approvals in advance of making improvements on the property. 13. Authority. The signatories of this Agreement are the authorized representatives of Parties for the execution to this Agreement and certify that they have sufficient authority to bind their respective entities to this Agreement. 14. Remedies. The Parties may in law or in equity, by suit, action, mandamus, or any other proceedings, including specific performance, enforce or compel the performance of this Agreement; provided, however, that the City may maintain an action to recover any sums and any costs agreed to be paid to it pursuant to this Agreement and that have become due and remain unpaid, plus interest on such sums and costs at a rate of ten per cent per annum. If Landowner or any of its successors or assigns, fails to satisfy any of its material obligations under this Agreement within 30 days after the City has given written notice of such noncompliance, the City shall, in addition to any of its other remedies, be authorized to discontinue water, sewer and fire service to the Annexation District in accordance with applicable law. Notwithstanding the preceding sentences of this Paragraph, the provisions of this Agreement shall not be construed to empower the City to discontinue water and/or sewer services to the Phase 1 existing buildings so long as Landowner is not in default in payment of (i) water and sewer utility fees, (ii) the annual fee required under Paragraph 5(d); and (iii) the remaining 50% of the Fire/EMS impact fee required under Subparagraph 7(a)(ii). 15. Miscellaneous. (a) Principals of Interpretation. No inference in favor of or against any party shall be drawn from the fact that such party has drafted any part of this Agreement. The Parties have both participated substantially in its negotiation, drafting, and revision, with advice from counsel and other advisers. A term defined in the singular may be used in the plural, and vice versa, all in accordance with ordinary principles of English grammar, which also govern all other language in this Agreement. The words “include” and “including” shall be construed to be followed by the words “without limitation.” (b) Entire Agreement. This Agreement, including the exhibits attached hereto, contains the entire agreement and understanding of the Parties, and supersedes any and all prior negotiations and understandings. This Agreement shall not be modified, amended or changed in any respect except by a written document signed by all Parties hereto. 30 ANNEXATION DISTRICT AGREEMENT - CANNERY DISTRICT (REV. 5-22-2015)..........................................................................PAGE 13 (c) Captions. The captions, titles and section headings throughout this Agreement are for convenience and reference only and shall not be deemed or held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement, nor to define, limit or describe the scope or intent of a particular section. (d) Severability. If any term or provision of this Agreement shall be determined by a Court to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. It is the intention of the Parties that if any provision in this Lease is capable of two constructions, then the provision shall be interpreted to have the meaning which renders it valid. (e) Attorney Fees. Should either Party incur any costs or expenses, including reasonable attorney fees to include those of the Bozeman City Attorney, in enforcing any of the provisions of this Agreement, the other or unsuccessful Party shall reimburse the prevailing Party on demand (f) Binding Effect/Recording. Except as expressly provided otherwise herein, the terms, covenants, and conditions contained in this Agreement shall, for the Term of this Agreement, run with the Annexation District land, bind Phases 1, 3, and 4, and inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. To assure that future successors and assigns have notice of this Agreement and the obligations created by it, Landowner shall, within 30 (thirty) days of execution of this Agreement and prior to the sale or transfer of any real property within the Annexation District, record this Agreement with the Gallatin County Clerk and Recorder. (g) Nonwaiver/Amendment. No waiver of any condition expressed in this Agreement shall be implied by any neglect of Landowner or the City to enforce any remedy on account of the violation of such condition, whether or not such violation be continued or repeated subsequently, and no express waiver shall affect any condition other than the one specified in such waiver for the time and in the manner specifically stated. Amendment to this Agreement may only be made by duly adopted resolution of the Bozeman City Commission. (h) Governing Law; Venue. This Agreement and any disputes arising hereunder shall be governed hereafter and construed and enforced in accordance with the laws of the State of Montana, without reference to principles of choice or conflicts of laws. The City and Landowner agree that any action or proceeding arising out of or related in any way to this Agreement shall be brought solely in a court of competent jurisdiction sitting in Gallatin County, Montana. (i) Nature and Survival of Obligations. The Parties agree that all terms, requirements, and conditions contained in this Agreement and all charges payable pursuant thereto, together with interest and costs of collection, shall until paid constitute the personal obligation of Landowner and of the successors and assigns of Landowner, whether such successors or assigns succeed to a legal or to a beneficial interest in property within the Annexation District. In the event of non-payment within 30 (thirty) days after the due date, such charges shall become a lien upon the applicable property. (j) Counterparts; Facsimile. This Agreement (and any amendment hereto) may be executed in any number of counterparts, all of which when taken together will constitute one and the same instrument. A counterpart signed and delivered by facsimile transmission copy thereof 31 ANNEXATION DISTRICT AGREEMENT - CANNERY DISTRICT (REV. 5-22-2015)..........................................................................PAGE 14 or via electronic means in pdf, tiff, or jpeg file format shall be as valid and effectual as the original of that counterpart. IN WITNESS WHEREOF, the Parties have executed this Annexation District Agreement effective as of the Effective Date. Cannery District Partners, LLC by: CDP Management, LLC, Manager by:_______________________________________ Barry L. Brown, Manager by:_______________________________________ Scott R. Dehlendorf, Manager City of Bozeman by: ___________________________________________ Jeff Krauss, Mayor Attest: ______________________________________________ Stacy Ulman, Clerk of the City Commission Attached Exhibits: Exhibit A: Annexation Map – Cannery District Phases 1, 3, and 4 Exhibit B: Waiver of Right-to-Protest Creation of Special Improvement District for a City-Wide Park Maintenance District Exhibit C: Waiver of Right-to-Protest Creation of Special Improvement Districts Cannery District Annexation [Acknowledgements on next page.] 32 ANNEXATION DISTRICT AGREEMENT - CANNERY DISTRICT (REV. 5-22-2015)..........................................................................PAGE 15 A CKNOWLEDGEMENTS STATE OF MONTANA ) : ss. County of Gallatin ) This instrument was acknowledged before me on __________________, 2015, by Barry L. Brown and Scott R. Dehlendorf, as Managers of CDP Management, LLC, a Montana limited liability company, the Manager of Cannery District Partners, LLC, a Montana limited liability company. __________________________________________ Printed Name: ______________________________ NOTARY PUBLIC for the State of Montana RESIDING AT _________________, Montana My Commission Expires ________________, 20___ STATE OF MONTANA ) : ss. County of Gallatin ) This instrument was acknowledged before me on ________________, 2015, by Jeff Krauss and Stacy Ulman, as Mayor and Clerk of the City Commission, respectively, of the City of Bozeman. __________________________________________ Printed Name: ______________________________ NOTARY PUBLIC for the State of Montana RESIDING AT _________________, Montana My Commission Expires ________________, 20___ 33 EXHIBIT A ANNEXATION MAP CANNERY DISTRICT PHASES 1, 3, AND 4 See attached map. 34 35 EXHIBIT B – WAIVER OF RIGHT-TO-PROTEST (PARK MAINTENANCE DISTRICT)..................................................................PAGE 1 of 2 EXHIBIT B WAIVER OF RIGHT-TO-PROTEST CREATION OF SPECIAL IMPROVEMENT DISTRICT FOR A CITY-WIDE PARK MAINTENANCE DISTRICT The undersigned (“Landowner”) is the owner of the real property situated in the County of Gallatin, State of Montana, and more particularly described as follows: Tracts 1, 2, and 3 of Certificate of Survey 2877, a tract of land being Tract 1 and Tract 2 of Correction COS 2128B, and the parcel known as COS 2548, all located within the SW¼ of Section 6, Township 2 South, Range 6 East, P.M.M, Gallatin County, Montana. IN CONSIDERATION of receiving approval for annexation of the subject property from the City of Bozeman, along with accompanying rights and privileges and for other and valuable consideration, the receipt of which is hereby acknowledged, and in recognition of the impact to City parks which will be caused by the development of the above-described property, the Landowner has waived and does hereby waive for itself and its successors and assigns, forever, the right to protest the creation of one or more special improvement districts for maintenance of any parks within the annexed area and/or of a City-wide Park Maintenance District, which would provide a mechanism for the fair and equitable assessment of maintenance costs for City parks, or to make any written protest against the size or area or creation of the district be assessed in response to a duly passed resolution of intention to create one or more special improvement districts which would include the above-described property. This waiver is made for the benefit of the property described above and shall be a covenant running with the land. The terms, covenants and provisions of this waiver shall extend to, and be binding upon the successors- in-interest and assigns of the Landowner. DATED this ____ day of ________________, 2015. Cannery District Partners, LLC by: CDP Management, LLC by:_______________________________________ Barry L. Brown, Manager by:_______________________________________ Scott R. Dehlendorf, Manager 36 EXHIBIT B – WAIVER OF RIGHT-TO-PROTEST (PARK MAINTENANCE DISTRICT)..................................................................PAGE 2 of 2 STATE OF MONTANA ) : ss. County of Gallatin ) This instrument was acknowledged before me on ________________, 2015, by Barry L. Brown and Scott R. Dehlendorf, as Managers of CDP Management, LLC, a Montana limited liability company, the Manager of Cannery District Partners, LLC, a Montana limited liability company. __________________________________________ Printed Name: ______________________________ NOTARY PUBLIC for the State of Montana RESIDING AT _________________, Montana My Commission Expires ________________, 20___ 37 EXHIBIT C – WAIVER OF RIGHT-TO-PROTEST SPECIAL IMPROVEMENT DISTRICTS...............................................................PAGE 1 of 2 EXHIBIT C WAIVER OF RIGHT-TO-PROTEST CREATION OF SPECIAL IMPROVEMENT DISTRICTS CANNERY DISTRICT ANNEXATION The undersigned (“Landowner”) is the owner of the real property situated in the County of Gallatin, State of Montana, and more particularly described as follows: Tracts 1, 2, and 3 of Certificate of Survey 2877, a tract of land being Tract 1 and Tract 2 of Correction COS 2128B, and the parcel known as COS 2548, all located within the SW¼ of Section 6, Township 2 South, Range 6 East, P.M.M, Gallatin County, Montana. IN CONSIDERATION of receiving approval for annexation of the subject property from the City of Bozeman, along with accompanying rights and privileges and for other and valuable consideration, the receipt of which is hereby acknowledged, and in recognition of the impact to (i) Oak Street (between N. 7th Avenue and North Rouse Avenue) and (ii) the intersection of Oak Street and North 7th Avenue which will be caused by the development of the above-described property, the Landowner has waived and does hereby waive for itself and its successors and assigns, forever, the right to protest the creation of one or more special improvement districts for construction and maintenance of the following improvements: paving, curb/gutter, sidewalk, storm drainage facilities for (i) Oak Street (between N. 7th Avenue and North Rouse Avenue) and (ii) the intersection of Oak Street and North 7th Avenue, or to make any written protest against the size or area or creation of the district to be assessed in response to a duly passed resolution of intention to create one or more special improvement districts which would include the above-described property. In the event an SID is not utilized for the completion of these improvements, the Landlowner agrees to participate in an alternate financing method for the completion of said improvements on a fair share, proportionate basis as determined by square footage of property, taxable valuation of the property, traffic contribution from the development or a combination thereof This waiver is made for the benefit of the property described above and shall be a covenant running with the land. The terms, covenants and provisions of this waiver shall extend to, and be binding upon the successors- in-interest and assigns of the Landowner. DATED this ____ day of ________________, 2015. Cannery District Partners, LLC by: CDP Management, LLC by:_______________________________________ Barry L. Brown, Manager by:_______________________________________ Scott R. Dehlendorf, Manager 38 EXHIBIT C – WAIVER OF RIGHT-TO-PROTEST SPECIAL IMPROVEMENT DISTRICTS...............................................................PAGE 2 of 2 STATE OF MONTANA ) : ss. County of Gallatin ) This instrument was acknowledged before me on ________________, 2015, by Barry L. Brown and Scott R. Dehlendorf, as Managers of CDP Management, LLC, a Montana limited liability company, the Manager of Cannery District Partners, LLC, a Montana limited liability company. __________________________________________ Printed Name: ______________________________ NOTARY PUBLIC for the State of Montana RESIDING AT _________________, Montana My Commission Expires ________________, 20___ 39 40 41 42 43