LMJ Sewer Extension AgmtDEJANA LAW
KM Building, Suite 6
200 First Avenue East
P. O. Box 1757
Kalispell, MT 59903
Richard DeJana
Attorney at Law
August 14, 1997
Glen Neier
City Attorney
City Hall
Kalispell, MT 59901
RE: Northwest Healthcare Corporation/Buffalo Commons/LMJ Sewer Extension
Dear Mr. Neier:
Phone (406)752-4120
Fax (406)752-5015
Thank you for forwarding the letter from counsel for First American Title Insurance Co.
I appreciate staying involved because as I have advised you before:
1. The partnership entered into the agreement with the City;
2. The City created the agreement;
3. Based on the City's representations, the partnership expended funds to accomplish
more then was needed for its development;
4. If the latecomers fee or the agreement is invalid, there exists a failure of consideration
and that puts into question the entire agreement;
5. Any action by the City that could jeopardize the validity of the agreement or is
contrary to the agreement will be viewed as anticipatory breach.
My clients are prepared to agree to the following, provided counsel for First American
(if he is so authorized) and an authorized agent of the hospital sign the bottom of this letter,
along with you acting for the City. Those signatures signify agreement to the following terms:
1. First American or the Hospital shall deliver a check in the amount of $34, 347.05, the
amount that is claimed by LMJ under the extension agreement to you as agent for the City. That
check upon negotiation by the City will be deposited subject to the restrictions stated below.
2. First American denies any responsibility on behalf of Northwest Healthcare for a
variety of reasons;
3. Nevertheless First American and the Hospital authorize the City to release to LMJ
Enterprises the sum of $18, 863.30, which First American calculates as due under the agreement.
4. First American and the Hospital do not authorize you to release the balance of the
$34, 347.05 until there has been a judicial determination or arbitrator's decision (if the parties
agree) determining the sum due under the agreement or until there has been a written agreement
by all the parties involved resolving this matter. All parties agree that the arbitrator's or judicial
determination shall only affect those funds in excess of the $18, 863.00.
5. That upon delivery to me, as escrow agent, of the City's draft in the amount of
$18, 863.30, I will authorize the City to allow connection subject to the terms hereof. This is
also a sign of the good faith of my clients.
x,
Sincerely, €X ,
jq j S t � fp
Richard DeJana het
_A_I A. ii
We concur and accept the terms 1 through 5 as above stated and warrant that we have
authority to execute this agreement.
Northwest HefAlth Care Corporation (Buffalo Commons)
by
Its,
First American Title Insurance Co.
by
Its
--OA
City of
by
Attorney
pc. Bill Astle
Marshall Murray
LMJ