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SIA/Phase 3 Block 1NORTHWEST HEALTHCARE CORPORATION/BUFFALO COMMONS PHASE 3, BLOCK 1 SUBDIVISION IMPROVEMENT AGREEMENT THIS AGREEMENT, made and entered into this day of , 1998, by and between the City of Kalispell, Montana, Flathead County, Montana, (hereinafter CITY) and Northwest Healthcare Corporation, a Montana corporation (hereinafter NORTHWEST): W I T N E S S E T H: WHEREAS, NORTHWEST is the owner of certain platted subdivision land located within the CITY known as Buffalo Commons, Phase 3, Block 1, in Government Lots 5 & 8, Section 6, T28N, R21W P.M.M. and Southeast Quarter of the Northeast Quarter, Section 1, T28N, R22W, P.M.M., Flathead County, Montana, and WHEREAS, CITY has conditioned approval of a final plat application for Buffalo Commons, Phase 3, Lot 1 upon the completion of certain items as set forth in the Preliminary Plat approval of said Subdivisions and certain improvements, as cited in "Exhibit All having not been completed as of the date of this Agreement, and WHEREAS, NORTHWEST desires to bond for the completion of said improvements, and WHEREAS, the CITY's Subdivision Regulations require that a subdivider shall provide financial security in the amount of 125% of the estimated total cost of construction of said improvements as evidenced by an estimate prepared by Alpine Nursery as set forth in "Exhibit A," and WHEREAS, the estimated total cost of construction of said improvements is the sum of Forty Five Thousand, Nine Hundred and Eighty Seven Dollars ($45,987.00). NOW THEREFORE, in consideration of the approval of the final plat of said Subdivision by the CITY, NORTHWEST hereby agrees as follows: is\wp\subagree.wpd Page 1 of 5 1. NORTHWEST shall deposit a Certificate of Deposit, issued by First Interstate Bank, Kalispell, in the amount of Fifty Seven Thousand, Four Hundred and Eight Four Dollars ($57,484.00) in the name of Northwest Healthcare and the City of Kalispell. Said Certificate of Deposit shall be held by First Interstate Bank, subject to the provisions of this Agreement. 2. Said Certificate of Deposit shall guarantee funds in the sum of, Fifty Seven Thousand, Four Hundred and Eight Four Dollars ($57,484.00) said sum being 125$ of the estimated cost of completing the required improvements in Buffalo Commons Phase 3, Block 1, as described in "Exhibit A." 3. The initial term of the Certificate of Deposit shall be for a term of not less than six (6) months and said Certificate shall be renewed periodically during the term of this Agreement and shall not expire prior to sixty (60) days following the date set for completion of the improvements specified in "Exhibit A," unless terminated sooner at the direction of the City. 4. The completion date for all improvements listed in "Exhibit A" shall be August 31, 1998. 5. In the event NORTHWEST does not complete the improvements listed in "Exhibit A" by the completion date, plus any extension granted, in writing by the CITY, First Interstate Bank, upon demand of the CITY, shall deliver unto the CITY the proceeds of said Certificate of Deposit, and the CITY shall utilize the proceeds of said Certificate of Deposit to complete the work that remains to be done and upon completion return any surplus funds to NORTHWEST. 6. The City shall inspect and approve the installation of all the improvements set forth in "Exhibit A," and shall upon completion, release Certificate of Deposit to NORTHWEST, and release NORTHWEST from this Subdivision Improvement Agreement. is\wp\subagree.wpd Page 2 of 5 7. The City will be afforded a reasonable opportunity to inspect work before it is covered or concealed by other work as to its agents and employees, request an opportunity to inspect. In instances where the City requests an opportunity to inspect particular items of work, or testing procedures for any work, notice of the time when said work will he available for inspection or when such testing will occur will be given to the requesting official by telephone at least twenty-four (24) hours in advance of such time. It shall be the responsibility of the representative of the CITY to be present at the noticed time or to waive the right to inspect the work. 8. NORTHWEST does warrant to the CITY the design, construction materials, and workmanship of the improvements against any failure or defect in design, construction material or work shown on "Exhibit A," attached hereto and thereby made a part hereof, which is discovered within one (1) year of date of the notification to the CITY of the substantial completion of such work or any portion thereon. The obligation of NORTHWEST under this warranty shall be limited to the repair or replacement of the defective work or material plus the restoration of any area or improvement disturbed during the course of repair or replacement of defective work or material. The CITY shall have the right to contract for such work to be performed at the expense of NORTHWEST and NORTHWEST agrees to pay the cost thereof on demand. 9. If the CITY determines that any improvements are not constructed in compliance with the specifications, it shall furnish NORTHWEST with a list of specific deficiencies and may demand surrender of the Certificate of Deposit to ensure proper completion. If CITY determines that NORTHWEST will not construct any or all improvements to required specifications, or within the time limits, it may demand surrender of the Certificate of Deposit and use the proceeds to construct the improvements and correct the deficiencies to meet specifications. Unused portions of the funds shall be returned to NORTHWEST. is\wp\subagree.wpd Page 3 of 5 10. All interest accruing on said Certificate of Deposit during the term of this Subdivision Improvement Agreement shall inure to the benefit of NORTHWEST. Dated this day of January, 1998 Northwest Healthcare Corporation, a Montana Corporation By: Its: Attest: Its: CITY OF KALISPELL By: Attest: Debbie GitAol CMC/AAE Clerk of Council i:\wp\subagree.wpd Page 4 of 5 STATE OF MONTANA ss County of Flathead On this day of 1998, before me, a Notary Public in and for t�*State of Montana, personally appeared Tom Laux known to me to be the CEO/President of Northwest Healthcare Corporation, and acknowledged that said CEO/President subscribed, sealed and delivered said instrument as the free and voluntary act of said corporation, for the uses and purposes therein set forth, and that he was duly authorized to execute the same on behalf of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal, the day and year 4,irst above written. I I Notary Public, State of Montana Residing at Kalispell, Montana, My Commission expires ----- q- 41� STATE OF MONTANA ss County of Flathead On this day of FebY'V-avt.,,,' 1 1998, before me, a Notary Public in and for the State of Drontana, personally appeared Clarence W. Krepps, known to me to be the City Manager of the City of Kalispell, a municipality, that executed the within instrument, and acknowledged that such City Manager subscribed, sealed and delivered said instrument as the free and voluntary act of said municipality, for the uses and purposes therein set forth, and that he was duly authorized to execute the same on behalf of said municipality. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal, the day and year first above written. C141 0-- Notary Publw(lihtate of Montana Residing at Kalispell, Montana My Commission expires i:\wp\subagree.wpd Page 5 of 5 1PEXHIBIT A9P top 'AiiL JOB DESCRIPTION NORTHWEST HEATH CARE 310 sUNNYVlEw UNE KAIJSPELL, MONTANA 59901 ALPINE NURSERY, INC. 1 005 TRumsLa CREEK ROAD KAusrEu„ MomTmA 59901 752- 0732 FAx: 75 2-0736 BUFFALO commoNs PHASE 3 SOUTH EAST PARKING LOT PER OUD APPLICATION DATED 2/6/195 ITEMIZED ESTIMATE IRRIGATION SYSTEM HUNTER PGM ROTORS WITH SWING PIPE HUNTER 1 -20 ROTORS WITH SWING PIPE 1.5 INCH WEATHERMATIC VALVES 2.INCH MAINLINE 14 DIRECT BURAIL WIRE 10 ROUND VALVE BOXES 5800.00 {RRIGATION SYSTEM 4 DECIDIOUS TREES INSTALLED AND STAKED 2 INCH CALIPER 1360.00 NORTHOOD MAPLE, RED MAPLE, MOUNTAIN ASH, FLOWERING CRAB, CANADA RED, GREEN ASH 1 EVERGREEN TREE INSTALLED AND STAKED 6-8 FOOT 225.00 1800.00 ROCK RAKING AND PREPARING FOR SEED 540.00 SPRAYING OF AREA BEFORE SEED AND 3 APPLICATIONS OF FERTIZLER AND WEED CONTROL DRILL SEED WITH PARK GRASS 980.00 10705.00 TOTAL THis E:s-nMATE APPUES ONLY TO THE: JOB DESCRIBED ABOVE. THIS ESTIMATE DOES NOT INCLUDE ADDITIONAL MATERIALS OR LABOR THAT 14AY BE REQUIRED DUE TO ANY UNFORES PROBLEMS THAT ARISE ONCE THE JOB HAS BEGUN. THIS PROPOSAL COMES WITH A FULI GUARANTEE PARTS AND LABOR FOR EVERYTHING UNLESS OTHERWISE EXCEEDED BY THE MANUFACTURER. ANY CHANGES TO THE DESIGN OR WORK PROPOSED MUST BE APPROVED BY BOTH PARTIES AND SIGNED VIA A CHANGE ORDER BEFORE ANY WORK WILL PROCEED. THIS IS AN AGREED UPON CONTRACT FOR THE WORK AND PRICE STATED ABOVE: I hw Li'� SIGNATURE OF CUSTOMER DATE SIGNATURE OF ALPINE NURSERY, INC. DATE Joe DESCRIPTION NORTHWEST HEALTH CARE 3 10 SUNNYVIEw LANE KALISPELL, MONTANA 59901 ALpime Nun r, I. i 095 TRumes— CRem RoAo K.AuspeLL. MoKrANA 59901 752- 0732 Fnx: 752-0730 ITEMIZED ESTIMATE: IRRIGATION SYSTEM HUNTER PGM ROTORS WITH SWING PIPE 1.5 INCH WEATHERMATIC VALVES 200 PSI PVC PIPE 2.5 INCH MAINLINE 14 DIRECT BURIAL WIRE 10 INCH ROUND VALVE BOXES IRRIGATION SYSTEM TOTAL 10,300. TREES 19 DECIDIOUS TREES INSTALLED AND STAKED 2° CALIPER NORTHWOOD MAPLE , RED MAPLE, MOUNTIAN ASH, FLOWERING CRAB, CANADA RED, GREEN ASH 6460.00 TREES 9 EVERGREEN TREES INSTALLED AND STAKED 6-8 FOOT 2025.00 INSTALATION OF 10 LANDSCAPE AREAS WITH CONIFER AND DECIDIOUS 9500.00 SHRUBS, WEEDMAT, EDGING AND ROCK MULCH 2100.00 ROCK RAKING LEVELING PREPARING FOR SEED SPRAYING OF AREA BEFORE SEED AND 3 APPLICATIONS OF FERTIZLER 654.00 1325.00 DRILL SEEDING WITH PARK GRASS $32867 00 TOTAL THIS ESTIMATE APPLIES ONLY TO THE JOB DESCRIBED ABOVE. THIS ES71MATE DOES NOT INCLUDE ADDITIONAL MATERIALS OR LABOR THAT MAY BE REQUIRED DUE TO ANY UNFORESEEN PROBLEMS THAT ARISE ONCE THE JOB HAS BEGUN. THIS PROPOSAL COMES WITH A FULL GUARANTEE PARTS AND LABOR FOR EVERYTHING UNLESS OTHERWISE EXCEEDED BY THE MANUFACTURER. ANY CHANGES TO THE DESIGN OR WORK PROPOSED MUST BE APPROVED BY BOTH PARTIES AND SIGNED VIA A CHANGE ORDER BEFORE ANY WORK WILL PROCEED. THIS IS AN AGREED UPON CONTRACT FOR THE WORK AND PRICE STATED ABOVE: SIGNATURE OF CUSTOMER DATE INC. DATE a(,-� SIGNATURE OF ALPINE NURSERY, Aa.PINe NURSUM, INC. ESTIMATE 1 O95 TRumaLE CREerc RoAo KAusPelL, MoNTANA 59901 752- 0732 FAx: 752-07345 JOB DESCRIPTION BUFFALO COMMONS PHASE 3 BLOCK ONE ITEMIZED ESTIMATE 7 BOULEVARD TREES PLANTED 2 a CALIPER AND STAKED , NORTHWOOD MAPLE 2415.00 SCHEDULE PAYMENT : UPON COMPLETION TOTAL $ 24 1 5.0 THIS ESTIMATE APPLIES ONLY TO THE JOB DESCRIBED ABOVE. THIS ESTIMATE DOES NOT INCLUDE ADDITIONAL MATERIALS OR LABOR THAT MAY BE REQUIRED DUE TO ANY UNFORESEEN PROBLEMS THAT ARISE ONCE THE JOB HAS BEGUN. THIS PROPOSAL COMES WITH A FULL GUARANTEE PARTS AND LABOR FOR EVERYTHING UNLESS OTHERWISE EXCEEDED BY THE MANUFACTURER. ANY CHANGES TO THE DESIGN OR WORK PROPOSED MUST BE.APPROVED BY BOTH PARTIES AND SIGNED VIA A CHANGE ORDER BEFORE ANY WORK WILL PROCEED. THIS IS AN AGREED UPON CONTRACT FOR THE WORK AND PRICE STATED ABOVE: L�ixlll I wlwkvx�l SIGNATURE OF CUSTOMER DATE