Escrow Agreement and InstructionsESCROW AGREEMENT AND INSTRUCTIONS
October 23, 1997
TO: ESCROW SERVICES
P.O. Box 294
Kalispell, MT 59903-0294
FROM: Golden Development, Inc. City of Kalispell
P.O. Box 7262 P.O. Box 1997
Kalispell, MT 59904 Kalispell, MT 59903
The following documents and items are hereby deposited with
you for disposition in accordance with the instructions contained
in this Escrow Agreement and Instructions.
1. Executed original of WHITEFISH STAGE PROFESSIONAL PARK,
SUBDIVISION IMPROVEMENT AGREEMENT dated the day of
AXoeov,6ef- , 1997, wherein GOLDEN DEVELOPMENT COMPANY,
INC., agreed to install and construct certain
infrastructure improvements associated with the
development of WHITEFISH STAGE PROFESSIONAL PARK,
Kalispell, Montana.
2. A certificate of deposit issued by Glacier Bank, N.A.,
drawn by Golden Development Company, Inc., in the name of
the City of Kalispell in the amount of Ninety Seven
Thousand, Three Hundred and Eighteen Dollars and Twenty
Five Cents ($97,318.25), said sum being 125% of the
estimated cost of completing the required improvements in
WHITEFISH STAGE PROFESSIONAL PARK, Kalispell, Montana.
INSTRUCTIONS
The City of Kalispell and Golden Development Company, Inc.
instruct Escrow Services as follows:
A. Escrow Services shall, during the term of this Agreement
act as trustee for the above referenced items deposited
by GOLDEN DEVELOPMENT COMPANY, INC. and the CITY OF
KALISPELL at the direction of the City of Kalispell. Fees
charged by Escrow Services shall be apportioned between
the parties as follows:
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1. Opening fees ($50.00) paid by City.
2. Collection fees ($25.00/year) paid by Golden.
3. Closing fees paid by Golden.
B. Unless otherwise notified in writing by the City, Escrow
Services, upon receipt of Notice of Default specifying
work remaining to be permed under the Subdivision
Improvement Agreement, executed by the City of Kalispell,
shall deliver to the city of Kalispell the Certificate of
Deposit issued by Glacier bank, N.A. in the possession of
Escrow Services. A Notice of Default shall not be
delivered to Escrow Services prior to December 31, 1999.
C. Upon receipt of a Certificate of Completion, executed by
the City of Kalispell, Escrow Services shall return said
Certificate of Deposit to Glacier Bank, N.A. for the
benefit of Golden Development Company.
D. Upon completion of either of events specified in
paragraphs B or C, above, the responsibility of Escrow
Services shall terminate and the Subdivision Improvement
Agreement shall be returned to the City of Kalispell.
E This Escrow Agreement and Instructions is irrevocable
without mutual consent of Golden Development Company,
Inc. and the City of Kalispell and notice to Escrow
Services.
INDEMNITY
Golden Development Company, Inc. and the City of Kalispell
agree to indemnify and hold harmless Escrow Services for any
claims, demands, suits, liabilities, damages or expenses in any
manner arising out of or in connection with this Escrow Agreement
and Instructions.
ESCROW RESPONSIBILITIES
Despite anything to the contrary contained in this Agreement,
Escrow Services, Inc. shall have no duty to determine the
performance or non performance of any term or condition of any
contract or agreement between the parties to these instructions,
and the duties and responsibilities of Escrow Services are limited
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to those specifically stated in the instructions.
TRANSACTIONS
Escrow Services shall not be responsible for notifying any of the
parties to this Agreement of any transaction involved in the
performance of these instructions, provided the transaction does
not prevent or otherwise hinder Escrow Services' compliance with
the instructions.
ESCROW NOT LIABLE FOR COLLECTION
The Escrow Agent shall not be liable for collection items until the
proceeds of the same in actual cash have been received; nor shall
it be liable for the default in payment of any installment of
principal or interest; nor the outlawing of any rights under the
Statute of Limitations in respect to any documents deposited; nor
for interest on any deposit of money. It may rely upon any paper,
document or other writing believed by it to be authentic in making
any delivery of money or property hereunder.
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The Escrow Agent shall be entitled to reasonable compensation for
its services; may employ attorneys for the reasonable protection of
the escrow property and of itself, and shall have the right to
reimburse itself out of any funds in its possession for costs,
expenses, attorney fees and its compensation and shall have a lien
on all money, documents or property held in escrow to cover same.
DISAGREEMENTS
It is specifically agreed and understood that if, in the sole
opinion of Escrow Services, a disagreement exists between the
parties hereto or persons claiming under them, or any of them,
Escrow Services reserves the exclusive right to hold all documents
in its possession and connection with this escrow until a mutual
agreement has been reached between all of said parties or until
delivery is legally authorized by a final judgement or decree of
court. Escrow Services reserves the right to dispose of the
documents and funds held under this agreement by inter -pleader, or
other suitable action in the event of controversy, with venue and
jurisdiction in Flathead County, Montana.
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00401
Time, especially time of surrender of documents to the respective
parties under this Escrow Agreement and Instructions, shall be of
the essence.
EXAMINATION
Escrow Services shall allow examination of the contents of this
escrow by parties hereto at any reasonable time during regular
business hours. Escrow Services may, at its option, require
written authorization from either party before allowing examination
of the contents of the escrow by anyone other than the parties
hereto.
For purposes of notice, the addresses of the parties are as
follows:
City of Kalispell (Tax ID. # 81-6001281)
P.O. Box 1997
Kalispell, MT 59903-1997
Golden Development Company, Inc.
P.O. Box 7262
Kalispell, MT 59904
Escrow Services
P.O. Box 294
Kalispell, MT 59903-1997
Dated this ,� day of A�lzf /— 1 1997.
City of Kalispell Golden Development Co., Inc.
By: C� - By:
I t s Its:
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ACCEPTANCE
Escrow Services acknowledges receipt of the Escrow Agreement and
Instruction, of which the above is a copy, and of the following
items: 1) Whitefish Stage Professional Park Subdivision Improvement
Agreement and 2) Certificate of Deposit issued by Glacier Bank,
N.A. in the name of the City of Kalispell. Escrow Services, Inc.
agrees to hold and dispose of the items in accordance with the
terms and conditions in escrow instructions.
Dated this _ day of
1 1997.
ESCROW SERVICES
By:
Its:
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