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Staff Report/Final Plat Phase 1
Flathead Regional Development Office 723 5th AvenueRoom 414 Kalispell, Montana 59901 Phone: (406) 758-5980 Fax: (406) 758-5781 November 13, 1997 Clarence Krepps, City Manager City of Kalispell P.O. Drawer 1997 Kalispell, MT 59901 Re: Revised Preliminary Plat (Final Plat) for Whitefish Stage Professional Park Phases I Dear Clarence: Our office has received the application for final plat (revised preliminary plat) for Whitefish Stage Professional Park, Phase II. This is a commercial condominium project which consists of a total of four duplex office units or a total of eight offices on the west side of Whitefish Stage Road and south of West Evergreen Drive. Phase I of the project has come in for final approval. Phase I consists of two of the four units. Preliminary plat approval was granted by the Kalispell City Council on April 15, 1996 at the same time the property was annexed into the city. Approval of the plat was subject to 13 conditions. Most of the improvements have been installed that relate to water and sewer extensions and concern5jegarding.,the fire safety issues. Unfinished - items are proposed -relating primarily •topaving, parking and landscaping have been addressed through a Subdivision Improvements Agreement with the City of Kalispell which has been reviewed and approved by the City Attorney. The following is a list of the conditions of approval and a discussion of how they have been met. COMPLIANCE WITH CONDITIONS OF APPROVAL FOR WHITEFISH STAGE PROFESSIONAL PARK, PHASE I Condition No. 1. That the revised preliminary plat, when filed, comply with the regulations in the Kalispell Zoning Ordinance specifically with regard to setbacks, landscaping and parking requirements. This condition has been met. Review of the development for the setback and zoning requirements was done by the zoning administrator at the time of building permit approval. Incomplete landscaping and parking lot construction is addressed in the Subdivision Improvements Agreement. Condition No. 2. That the proposed development obtain review and approval from the Montana Department of Environmental Quality for water and sewer systems. Providing Community Planning Assistance To: • Flathead County • City of Columbia Falls • City of Kalispell • City of Whitefish • Revised Preliminary Plat for Whitefish Stage Professional Park November 13, 1997 Page 2 ® This condition has been addressed. Since there were no main extensions involved in extending water and sewer to this project but rather services lines from the main, no DEQ approvals were necessary. Condition No. 3. All water lines and sewer mains shall be built according to plans and specifications approved by the City of Kalispell Public Works Department and/or other appropriate water and sewer districts. ® This condition has been met. No main extensions were required to service this project and the lines which were extended were approved by the City and Evergreen Water and Sewer District prior to service being provided. Condition No. 4. That the parking lot shall be constructed as indicted on the preliminary plat which includes parking, snow storage, the solid waste removal site and landscaping. This plan will be subject to final review and approval by the Public Works Department. This condition has been adequately addressed. The Site Development Review Committee along with the Public Works Department reviewed the final site plan for the project prior to the issuance of a building permit which addressed the necessary items. Some changes to the initial plan were made to accommodate fire safety concerns. Incomplete parking lot improvements and landscaping have been addressed through the Subdivision Improvements Agreement. Condition No. S. Handicapped parking spaces and access shall be provided as required under the Americans `with Disabilities Act._ Handicapped: parking . spaces shall be marked and signed: ® This condition has been addressed. The final site plan was reviewed and approved by the City for compliance with the ADA requirements. Final paving and striping of the parking lot has been addressed with the Subdivision Improvements Agreement. Condition No. 6. Landscaping shall be installed as indicated on the preliminary plat with shade trees planted along the Whitefish Stage Road boulevard. ® This condition has been addressed through the Subdivision Improvements Agreement. Condition No. 7. A storm water drainage plan shall be plan prepared shall be submitted to and approved by the City's Public Works Department. This condition has been partially addressed at the writing of the staff report. A storm water drainage plan has been prepared and submitted with the final plat but not formally approved by the Public Works Department. This matter will be addressed prior to Council action for approval. Condition No. 8. That a common area maintenance agreement shall be provided. Revised Preliminary Plat for VA... -fish Stage Professional Park November 13, 1997 Page 3 • This condition has been met. A has been addressed in the covenants submitted with the final plat. Condition No. 9. The number and placement of fire hydrants shall be approved by the City of Kalispell Fire Department. • This condition has been met. A letter from the Kalispell Fire Marshal stating that two hydrants would be required was submitted with the final plat. These hydrants have been installed and approved by the fire department. Condition No. 10. A common mailbox site shall be provided on -site which has been approved by the United States Postal Service. • This condition has been met. A letter from the USPS, stating that an adequate site has been identified and approved was submitted with the final plat. Condition No. 11. That a ten foot right-of-way be reserved as indicated on the preliminary plat for the future expansion of Whitefish Stage Road which will not be occupied by any sidewalk, landscaping, parking or structures. • This condition has been met. The parking and landscaping have been located outside of this ten foot area. Condition No. 12.. Encroachment permits for driveway approaches along Whitefish Stage Road shall be obtained from the Flathead County Road Department. • This condition has been met. An approach permit for the proposed accesses onto Whitefish Stage Road has been submitted with the final plat. Condition No. 13. That the units be limited to one story as proposed in the preliminary plat application. • This condition has been met. The buildings have been constructed with a one- story design. COMI?LIANCE WITH APPROVED PRELIBMqARY PLAT The revised preliminary plat (final plat) is in substantial compliance with the preliminary plat which was submitted and approved. COMPLIANCE WITH THE SUBDIVISION REGULATIONS: This subdivision plat has been found to be in substantial compliance with the State and City Subdivision Regulations. Revised Preliminary Plat for Whitefish Stage Professional Park November 13, 1997 Page 4 This subdivision has been found to be in compliance with the Kalispell Zoning Ordinance. All of the conditions of preliminary plat approval have been adequately met or otherwise addressed for Phase I. The developer has filed a subdivision improvements agreement with the City and has posted collateral for the required amount. This subdivision improvements agreement has been reviewed and approved by the City Attorney. The Flathead Regional Development Office recommends that the Kalispell City Council approve the revised preliminary plat for Whitefish Stage Professional Park Phase I. Please schedule this matter for the November 17, 1997 regular City Council meeting. Sincerely, Narda Wilson, AICP Senior Planner NW/ Attachments: 1 standard copy of the revised preliminary plat 1 11 x 17 copy of the revised preliminary plat Final plat application dated 9 / 3 / 97 Ltr from D. Working dated 9 / 2 / 97 Engineer's Certification dated 11 / 11 / 97 Engineer's Certification (2) dated 9/3/97 Engineer's Storm Water Mgmt Plan dated 11/14/96 Letter from U.S.P.S. dated 9/2/97 Letters from Public Works approving sewer dated 11/ 13/97 Letter from Kalispell Fire Dept. Approach permit from Co. Rd. Dept. dated 11 / 8/ 96 Declaration of Covenants, Conditions and Restrictions By Laws for Park Owners Assn. Declaration of Unit Ownership Subdivision Improvements Agreement/ Engineers Estimate c: D.F. Working (Golden Development Co.) Debbie Gifford, Kalispell City Clerk � _ATHEAD Q2= I �& Permi t No. A '(Insert Nature of Permit) I. Name of'Applicant: �L�Z� M.. No. r7 2. Address of Applicant: a_,Ul 41Uoatm _Iat4 Applicant iE a Business or Corporation, please provide the naine of President: U. t-, I 30k-U�;Q%_ and Secretary: 'Tn U 4. Nature of Permit desired. (Give sufficient detail). 5. Give description at or new which installations or structures will be installed. a. Provide detailedmap of location. Mflmit blueprints or sketches) it Iocation is to be flagged for pre -construction inspection. LEGAL: Section CP TtFA�p Al Range 6. Fbr how long a period is the permit desired: Lj�n OU (41LL U 7. Permittee may be required, as outlined in Policy Booklet, to obtain bonding in both names; -(Flathead County Road Department "or" applicant), for assurance of construction repairs, also to pay necessary recording fees, if Application Fee: 50 (:1_Z Check No. 3 Receipt No. Nam of Surety Company: Type of Surety: No. Amt. $ go a Reseed: All right-of-way disturbed by the utilization of this encroacbment must be reseeded according to the specifications of the Flathead County: Weed-, Dept. Contact Weed Department for area information and specifications.- 10.Road Department is to be notified upon coopletic'n o I f work for scb.,eduling of Inspectij Applicant will complete this form and transmit it to the Flathead County Road Dept. This application is for all encroacbments on, or thru. County- right -of -may.- Men applicant- has.signed-both sides of_appl icat ion- and- appLication. 4s. appr4wed,--a., copy - will be made available to applicant. (see reverse side) . . MT I. I I MR. I �WpffA , APPI icant "elic Date 1;0 _M1,1.0 �108 Authp&ized Representative 't Title 5--o"p-5 MMORM WAt'll or PERMIT Subiec: to the following terms and conditions, the permit applied for upon the reverse side, hereof, is hereby granted: 1. M. This permit shall be ir, foil force and in effect from the date hereof until revoked as bereir. provided. C. REVOCATION. This Persil say be revoked by the County upon giving 10 days notice to Peraittee by ordinary Gail, directed to, the address showt 4L the apPiica:iot hereto attacked, but the County reserves the right to revoke th_r permit w tbout giving said notice in the even: Peraittee breaks any of the conditions or terms set forth herein. s. COMMENCEMENT OF WORK. No wore. shad be commenced unti Peraittee notifies the County authorized represzntativ as listed on the front of this ap,lication, as to the proposed commencement of work. 4. CHANGES IN HIGHWAY. 1f the County changes highway, necessitating changes it structure or installations under t::is Derait, Peraittee shall sake necessary changes without expense to County. TRENCHING OR PAVEMENT ALTERATIONS. Removal of pavement Dust be preceded Dy sawing the existing pavement around the areas' to be removed. Replacement base and subbase materials Dust be compacted to a ainimuD of 95% relate~� density. Replacement of pavement Dust be accomplished within five (5) days of pavement removal. i. COUNTY SAVED HARMLESS FROM CLAIMS. It accepting this permit, the Peraittee, its/his successors or assigns; agree to protect the County and save it harmless frog all claims, actions, or damage of any kind and description which Day accrue to, or be suffered by, any person, or persons, corporations, or property by reason of the performance of an: such work, character of saterials used, or manner of installations, maintenance and operation, or by the iaproper occupancy of said highway right-of-way, and in case of any suit or action brought against the County and arising out of, or by reason: of, any of the above causes, the Peraittee, its/his successors or assigns, will, upon notice to it/him of the commencement of such action, defend the same at itslhis sole cost and expense and satisfy any Judgment which say be rendered against the County in any suit or action. t. PRO MTION OF TRAFFIC. insofar as the interests of the County and the traveling public are concerned, all work performed under this permit shall be done under the supervision of the County Road Department and its authorized representatives, and he/they shall indicate the traffic control devices, the lighting thereof at night, placing of flagmen and watchmer, the acceptable manner in which traffic is to be handled, and shall specify to Peraittee bow road surface is to be replaced if ii s disturbed during operations, but said supervision shall in nc way oDerate to relieve or discharge Peraittee from any of the obligations assumed by acceptance of this permit and especially those set forth under Section 6 hereof. E. HIGHWAY DRAINAGE. if the Work done under this permit interferes in any way with the drainage of the County highway a_fected, Peraittee shall, at its/his own expense, make such provisions as the County say direct to take care of said drainage. S. RUBBISH AND DEBRIS. UDon completion of work contemplated under this permit, all rubbish and debris shall be immediately removed and roadway and roadside left in a neat and Dresentable condition satisfactory to the County. IG. WORK TO BE SUPERVISED BY COUNTY. All work contemplated under this permit shall be done under the supervision of and to the satisfaction of the authorized representative of the County, and the County hereby reserves the right to order the Change of location or removal of any structure of installation authorized by this permit at any time, said changes or removal to be made at the sole expense of the Peraittee. 11. COUMS RIGHT NOT TO BE INTERFERED WITH. All such changes, reconstructing, and relocation shall be done by Peraittee in such a manner as will cause the least interference with any of the County's work, and the County shall in no way be liable for any damage to the Peraittee by reason of any such work by the County, its agents, contractors, or representatives, or by the exercise of any rights by the County upon the highways by the installation or structures placed under this permit. 12. REMOVAL OF INSTALLATIONS OF STRUCTURES. Unless waived by the County, upon termination of this permit, the Peraittee shall remove the installation or structures contemplated by this permit and restore the premises to the condition existing at the time of entering upon the same under this permit, reasonable and ordinary wear and tear and damage by the elements, or by circumstances over which the Peraittee has no control, excepted. 13. MAINTENANCE AT EXPENSE OF PERMITTEE. Peraittee shall maintain, at its/his sole expense the installations and structures for which this permit is granted, in a condition satisfactory to the County. 14. COUM NOT LIABLE FOR DAMAGE TO INSTALLATIONS. In accepting this permit the Peraittee agrees that any damage or injury done to said installations or structures by a contractor working the County or by any County employee engaged in construction,, alteration, repair, maintenance, or improvement of -the County rigbt-of-way shall. be at the -sole expense of the Peraittee. 15. COUNTY TO BE REIMBURSED FOR REPAIRING ROADWAY. Upon being billed therefor, Peraittee agrees to promptly reimburse the County for any expense incurred in repairing surface of roadway due to settlement at installation, or for any other damage to roadway as a result of the work performed under this permit. Dated this day of k- i 1" 19 1 C The undersigned, the 'PERMITTEE' mentioned in the foregoing instrument, hereby accepts this permit, together with all of the terms and conditions set forth therein. ,tcti (Perij e) (Peraittee) a RICHARD SEDDON FIRE MARSHAL Don Working, President Golden Development Company 2331 Mission Trail Kalispell, Montana 59901 Mr. Working; I am writing this letter to confirm our conversation of October 15, 1996. After our conversation I believe that we can consider each set of buildings as a single unit with the square footage of the largest of the buildings having a square footage of 593-2-plus the basement area ofl } square feet for a total of_ M square feet. If the buildings are built to the specifications as shown on the initial design, the area would require two fire hydrants. At such time as the Building department receives the plans of the buildings and defines the type of construction and the fire flow required for the type of construction, or if the buildings have an approved sprinkler system, this requirement may be lowered to one hydrant, but as of now it would require at least two. Res R RD T. DDON Fire Marshal City of Kalispell. 4' y33c fort 0 RICHARD SEDDON FIRE MARSHAL Don Working, President Golden Development Company 2331 Mission Trail Kalispell, Montana 59901 Mr. Working, I am writing this letter to confirm our conversation of October 7, 1996. At the present time I have to consider all the buildings as being under one roof and the square footage of the buildings being 22,048. 1 must also consider the buildings to be of type v-n which would place ,you in a fire flow of between 3,750 and 4,000 gallons per minute. With the figures just shown, the property in question would have to have three fire hydrants. At such time as the Building department receives the plans of the buildings and defines the type of construction and the fire flow required for the type of construction, this requirement may be lowered to one or two fire hydrants, but as of now it would require at least three hydrants. (7- EDDON Fire Marshal City of Kalispell. 5 tint sneveun^u so wwww 0IM010SON ENGINEERS SCIENTISTS OWN jjAATi/� MMERLE, iNc. SURVEYORS PLANNERS 221 PARKWAY 08 • P.O. BOX 8057 • KALISPELL, MT 5 • 406.752-2216 • FAX: 406-752-2391 An Employee -Owned Company November 11, 1997 Mr. Don Working, President Golden Development Company P.O. Box 7262 Kalispell, Montana 59901 Re: Whitefish Stage Professional Park Roadway Improvements MMI No.: 2866.001.040.0410 Dear Mr. Working, APPLICATION MATERIAL Fp NOV 12 1997 4kttf s • o Today I made a site visit to the Whitefish Stage Professional Park to observe placement of base and subbase materials for the roadway improvements. The materials observed appear to be well graded pit run and crushed aggregates. These foundation aggregates are in compliance with the roadway criteria established in the FRDO letter of 18 September 1997. Additionally, the roadway improvements have proceeded to the point where access for patrons and emergency vehicles from the north entrance to the south exit is provided. This observed work, in my opinion, satisfies the provisional conditions for access of the above -referenced letter. Should you have any questions concerning this matter, please feel free to contact me. Sincerely, MORRISON-MAIERLE, INC. Terence W. Richmond, P.E. TWR\2866.001\040.0410 1111DonWorking. Ltr\LAC Beginning Our Second Half Century CERTIFICATE OF 1, WHITEFISH STAGE PROFESSIONAL PARK SECTION Flathead County, Montana The undersigned hereby certifies that the plans filed with and pertaining to the professional condominium project designated as the Whitefish Stage Professional Park, are accurate copies of those plans approved by the City Building Department having jurisdiction to issue permits; that said plans accurately depict the floor plan layout, location, unit designation and dimensions of each unit as built; and that said units meet or exceed the plans as recorded for the following building unit: TERM. N RICHI OND 3965 E 11 111�41 Suites A and B Terence W. Richmond, P.E. Date: 3 / 7 SUBSCRIBED AND SWORN to me this day of 499T Notary ublic for e State of Montana (SEAT.) Resi ng at Kalispell on My Commission Ex ' s: 0 Flathead County, Montana The undersigned hereby certifies that the plans filed with and pertaining to the professional condominium project designated as the Whitefish Stage Professional Park, are accurate copies of those plans approved by the City Building Department having jurisdiction to issue permits; that said plans accurately depict the floor plan layout, location, unit designation and dimensions of each unit as built; and that said units meet or exceed the plans as recorded for the following building unit: 7`P x g Suites A and TERENCE W. 3965 E ,,(SEA)_? Terence W. Richmond, P.E. S. ''� i �.` Date: .v / v. 3AI SUBSCRIBED AND SWORN to me this 3 day ,a 199.. Notary ublic for th State of Montana (SEAL) Resi ing at Kalis tan My Commission E fires: M0ENGINEERS RRISA SCIENTISTS MERLE, SURVEYORS PLANNERS INC. 221 PARKWAY DR - P O. BOX 8057 - KALISPELL. NIT 5 -752-2216 - PAX 406.752.2391 An Bmployre•Owned Company ;o Working,President • �- �_ _ sr � r� P.O. Box • Montana 59901 Re: Whitefish Stage Professional Park Storm Water Planning and Management MI No.: 2866.001.040.0410 Dear Mr. Working, As requested, we have evaluated the above -referenced development for alternate storm water management. The Revised Drainage Plan, enclosed, generally depicts our recommendations for on -site management of storm water based on the following design criteria: Design Storm Event: 10 year 6 hour storm Intensity (i): 0.55"/hour (June 1994 Kalispell Standard) Note: April 1996 Kalispell Standard is less restrictive Rational Method: Q = CiA where: Q = flow in CFS and A = area in acres C = Runoff coefficient, 0.90 for roofs and pavement A = 1.66 acres of roof and pavement to be managed on site For T, (time of concentration) and Tb (time of base), the design storm event will generate 37.812 cubic feet of water to be managed. In order to discharge the design storm volume through on -site dry wells and achieve percolation into the silty -sand subsoil that is present, four (4) seven foot (7') deep 48" dry wells are recommended. The dry wells should have a minimum of four feet (4') of perforated zone and be bedded in drain rock. The drain rock should be installed three feet (3') beyond the outside face of the precast concrete dry well. The top of the drain rock fill should -be covered with filter fabric to prevent migration of fines into the drain. Roof drains from the proposed duplex units can be plumbed into the dry wells as depicted on the Revised Drainage Plan. Pavement drainage would discharge through curb inlets similar to Neenah R-3067 grates. The dry wells will also accommodate perimeter foundation drains, but should be installed at a greater depth to allow gravity flow from the buildings to the drains. Beginning Our Second Half Century Mr. Don Working, President Golden Development Company November 14, 1996 Page Two Following the design storm it will take approximately two (2) to three (3) days for the storm water to drain from the dry wells. This projection is based on the anticipate permeability of the native silty -sand soil being I xIO-4cm/second. Should the subsoil prove to be less permeable, the retention time would increase. With the dry wells at seven feet (7') in depth and the number recommended installed, a factor -of -safety of greater than four (4) is available. Should you have any questions or require additional information, please feel free to contact me. Sincerely, Terence W. Richmond, P.E. wei HIM M• "r, VIY11#111111 Enclosures O O w cu cu O � w Cz •� W Co � V [�0 'v b w •Q 'cz W -ft� :1G r ' V UiNITED STATES POSTAL SERVICE 350 NORTH MERIDIAN ROAD KALISPELL MT 5 1- 8 KRD:grp September 2, 1997 TO: KALISPELL CITY PLANNING DEPT RE: SUBDIVISION ON WHITEFISH STAGE RD (1220, 1222, 1224, 1226, 1228, 1230 (BY: GOLDEN DEVELOPMENT CO) 1232, 1234) NAME WILL BE WHITEFISH STAGE PROFESSIONAL PARK THE ABOVE -REFERENCED PROJECT HAS BEEN :REVI ," AND=A:SU LE LOCATION IF YOU HAVE ANY QUESTIONS, PLEASE FEEL FREE TO CALL ME AT (406) 755-6450. 'Z%' '�q,.'� KENNETH R DAUENHAUER SUPV CUSTOMER SERVICES U S POSTAL SERVICE 350 N MERIDIAN RD KALISPELL MT 59901-9998 , ci� 0i Incorporated 1892 Telephone (406) 758-7700 Douglas Rauthe FAX (406) 758-7758 Mayor Post Office Box 1997 Kalispell, Montana Clarence W. Krepps Zip 59903-1997 City Manager City Council Members: Gary W. Nystul Ward I November 13, 1997 Cliff Collins Flathead Regional Development Office Ward I Narda Wilson Norbert F. Donahue 723 5th Avenue East - Room 414 Ward II Kalispell, MT 59901 Dale Haarr Ward II RE: Whitefish Stage Professional Park Jim Atkinson Ward III Dear Narda, John Graves Ward III The City of Kalispell Public Works Department has reviewed and approved eight Pamela B. Kennedy (8) individual sewer service connections for the Whitefish Stage Professional Ward IV Park M. Duane Larson Ward IV If you have any questions regarding this matter, please do not hesitate to contact me at the Public Works Office. Sincerely, John Wilson, P.E. Assistant City Engineer JWfbs APPUCATInN SEP 0 3 1997 t-A Narda Wilson Planner Flathead Regional Development Office 723 Fifth Ave. E Kalispell, MT 59901 Dear Ms Wilson: Please accept the attached application materials for "final" approval of Whitefish Stage Professional Park. The Unit Ownership papers, together with the by-laws, and covenants comprise a major portion of the application materials. These instruments are originals and will be filed upon approval of the application. Compliance with the 13 conditions of approval are addressed below: 1 The placement of the buildings satisfy all setback and zoning requirements as they are constructed via compliance with the issuance of building permits. Landscaping and parking improvements are guaranteed with a Subdivision Improvement Agreement. 2. No sewer or water main extensions were required for this development so no approval was necessary from the MDEQ. 3. All water and sewer connections were via service lines. Approval for connection to each utility has been granted. 4. The parking and general site plan was approved by Site Plan Review before the issuance of building permits. 5. The parking plan, as reflected in the Revised plat, was approved by the City Zoning Administrator. 6. Landscaping has been bonded for completion via a Subdivision Improvement Agreement. 7. A storm water drainage Plan was prepared by an engineer and presented to the City for approval. See attached plans from Morrison-Maierle. 8. The maintenance of the common area is accommodated by language in the Unit Ownership papers. 9. Fire hydrant placement was done in accordance to plans approved by Richard Seddon, Fire Marshal, City of Kalispell. 10. A common mail box site has been approved in accordance to the attached letter. 11. A ten foot strip is provided along Whitefish Stage Road as indicated on the plat. No improvements, other than landscaping will be placed within said strip. 12. Copies of the encroachment permits are attached. 13. All units are one-story as indicated by the unit ownership exhibits. Narda Wilson Page 2 September 2, 1997 Sincerely, `d�/ Don Working Owner 7 THIS DECLARATION, made this day of September, 1997, by GOLDEN DEVELOPMENT COMPANY, INC., a Montana Corporation, hereinafter referred to as "DECLARANT, WHEREAS, Declarant is the Owner of the real property situated in Flathead County, Montana, to be developed and known as Whitefish Stage Professional Park, and WHEREAS, Declarant is desirous of subjecting said real property to the Covenants, Conditions and Restrictions hereinafter set forth, each of which is and are for the benefit of said property and for each Owner thereof, and shall inure to the benefit of and pass with said property, and each and every parcel thereof, and shall apply to and bind the successors in interest, and any Owner thereof; NOW, THEREFORE, the Declarant hereby declares that the real property described in Article I is and shall be held, transferred, sold and conveyed subject to the Covenants, Conditions and Restrictions hereinafter set forth. nw- 1 . Property-. The real property which is and shall be held, conveyed, transferred and sold subject to the Covenants, Conditions and Restrictions hereinafter set forth is situated in the County of Flathead, State of Montana, and is described as Tract 1 of Certificate of Survey No. 8918 which is the property encompassed and subject to the Declaration of Unit Ownership recorded among the records of Flathead County, Montana. No other property, other than that described above, shall be deemed subject to this Declaration unless and until specifically made subject thereto. A. "Association" shall mean the Whitefish Stage Professional Park Owner's Association, Inc., its successors and assigns, i which shall be formed by the Declarant as a non-profit corporation. B. "Common properties" or "common area" shall mean those areas of land described in the Unit Declaration recorded among the records of Flathead County, Montana. Said property shall be conveyed to and owned by the Association. C. "Declarant" shall mean Golden Development Company, Inc., of Kalispell, Montana, its successors and assigns. "Unit" shall mean any building, or portion of a building, including attached decks, driveways, and walkways, situated upon the Properties designed and intended for the use and occupancy. Units shall not be deemed "common properties" or "common areas". E. "Member" shall mean an Owner of a Unit which is subject to assessment hereunder. F. "Owner" shall mean the record owner of a fee simple title to any Unit which is part of the property and shall also include a contract buyer. G. "Properties" shall mean the real property described in Article 1, paragraph 1 hereinabove. 9= moll 1. The Common Area described in the Unit Declaration shall be owned by the Whitefish Stage Professional Park Owners Association, Inc., a Montana non-profit corporation. 2. Owner's Easements of Enjoyment. Every Owner shall have a right and easement of enjoyment in and to the Common Area which shall pass with the title to each Unit (1-8), subject to the following provisions: K a. Suspension of 1lotina Rights: The right of the Association to suspend the voting rights by an Owner for any period during which any assessment against a Unit remains unpaid, and for a period not to exceed sixty (60) days for any infraction of its published rules. and regulations; b. Dedication: The right of the Association to dedicate or transfer all or any part of the common area to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the Members. No such dedications or transfer shall be effective unless an instrument signed by owners of all 8 units agreeing to such dedication or transfer has been recorded. 3. Delegation of Use. Any Owner may delegate, in accordance with the By -Laws, his right of enjoyment to the common area facilities to his guests, tenants, or contract purchasers. 4. Owner's Easement for In rg ess and E rg m. Each Owner is hereby granted an easement, which shall run with the land, across the common area as necessary for ingress and egress to his Unit. 1. Association Membership. The Whitefish Stage Professional Park Owners Association, Inc., a Montana Corporation, shall have as Members the Owners of each of the Units 1-8. Membership shall be appurtenant to and shall not be separated from ownership of any Unit. Members shall participate in a manner prescribed by the Declaration and By -Laws of the Association, and the resolutions of its Board of Directors. The Association's purpose is to control, maintain and improve the common area and exteriors of the Units, plus provide services and facilities to the Owners as it may determine. 2. Property Rights. Every Owner shall have a right and easement of enjoyment of the common area and said right shall be appurtenant to and shall pass along with title to every Unit subject to the following provisions: 3 A. The rights of the Association to charge reasonable admission and other fees for the use, care, maintenance and improvements of the common area and the furnishing or providing of services and facilities to the property and Owners thereof. B. The rights of the Association to place liens on the Units whose Owners fail to pay any fee, as limited by paragraph 3 hereof. 3. Assessment Liens. Assessments made by the Owner's Association for taxes and for the maintenance and improvement of the common areas shall be a lien agairist the Units, and may be enforced by judicial process, including the right to recover all costs of collection and reasonable attorney's fees. 4. Method of Assessment. All assessments shall be apportioned equally amongst the Units in the Whitefish Stage Professional Park. Such assessments shall include an adequate reserve fund for taxes, maintenance, repairs and replacements of those elements of the common property that must be replaced on a periodic basis, in order that such costs may be included in regular monthly installments rather than by special assessments. 5. In the event.any provisions of this Article ]ILtappears to be ' inconsistent with or contradictory to any other provision of these covenants, Article III shall control. 6. Amendment. The provisions of this Article may be amended at any time by an instrument signed by not fewer than seventy-five percent (75%) of the Owners. Any amendment must be recorded with the Clerk and Recorder of Flathead County, Montana, and must bear the written approval of the Flathead County Commissioners. Each Member shall be entitled to one vote for each Unit owned. When more than one person holds an interest in any Unit, all such persons shall be Members. The vote for such Unit shall be exercised as the Owners thereof 0 among themselves determine, but in no event shall more than one vote be cast with respect to any Unit. 1. Creation of the Lien and Personal Obligation of Assessments. The Declarant, for each Unit owned within the Properties, hereby covenants, and each Owner of any Unit by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association; (1) annual assessments or charges, (2) special assessments for capital improvements, as provided in paragraph 4 hereof, (3) an amount sufficient to indemnify and hold the Association harmless from all obligations undertaken or incurred by the Association at or on account of an individual Owner's special request and to repay the Association for all expenditures on account thereof, and (4) an amount sufficient to reimburse the Association for the cost of performing an obligation of an Owner hereunder which he has failed to timely pay or perform. The aforesaid obligation, together with interest, taxable court costs, reasonable attorney's fees and all other collection expenses, shall be a charge and a continuing lien upon the Unit against which each such assessment is made, or with reference to which each such charge is incurred. Each assessment,or charge,; together; yith;interest. costs,;,andT reasonable attorney's fees, shall also be the personal obligation of the person who was the Owner of such Unit at the time when the assessment fell due or charge was incurred. 2. Purpose of Assessments. The assessments levied- by the Association shall be used exclusively to promote the recreation, health, safety and welfare of the residents in the Properties and for the improvement and maintenance of the common area, and of the buildings and open spaces situated upon the Properties. 3. Annual Assessment. The annual assessment shall be determined by the Board of Directors. 4. special Assessments for Capital Improvements. In addition to the annual assessments authorized above, the association may levy, in . any assessment year, a special assessment applicable to that year only for the E purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the common area, including fixtures and personal property related thereto, provided that any such assessment shall have the assent of three -fourths (3/4) of the votes of Members who are voting in person or by proxy at a meeting duly called for this purpose. 5. NQtice and Quorum for Any Action Authorized Under Paragraph 4. Written notice of any meeting called for the purpose of taking any action authorized under paragraph 4 shall be sent to all Members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting. At such meeting called, the presence of Members or their proxies entitled to cast fifty percent (50%) of all votes of the membership shall constitute a quorum. 6. Rate of Assessment. Both annual and special assessments must be fixed at a uniform rate for all Units and may be collected on a quarterly basis. This provision shall not preclude the Association from making a separate or additional charge to an Owner on account of special services or benefits rendered, conferred or obtained. 7. Date of Commencement of Annual Assessments: Dues. The annual assessments provided for herein shall commence as to all Units on the first day of the month following 'the construction of the `Unit. The first-annLial assessment shall be adjusted according to the number of months remaining -in the calendar year. The Board of Directors shall fix the amount of the annual assessment against each Unit at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment and of any special charges shall be sent to every Owner subject thereto. The due dates shall be established by the Board of Directors. The Association shall, upon demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth when the assessments and charges on a specified Unit have been paid. 8. Effect of Nonpayment of Assessments: Remedies of the .Association. Any assessment or charge not paid within thirty (30) days after the due date shall bear interest from the due date at the rate of twelve percent (12%) per annum. The Association may bring an action at law against the Owner personally obligated to pay the same, or foreclose the lien against the property. No Owner may waive or otherwise escape liability for the n assessments or charges provided for herein by non-use of the common area or abandonment of his Unit. Sale or transfer of any Unit shall not affect the lien for assessments or charges. L-11*111011-:1 UT] 1 . By Association. In addition to maintenance upon the common area, the Association may provide exterior maintenance for each Unit, which is subject to assessment hereunder, as follows: paint, repair, replace and care for roofs, gutters, down spouts, exterior building surfaces and other such exterior improvements. 2. Necessitated by Owner. In the event that the need for maintenance or repair is caused through the willful or negligent act of the Owner, guests, or invitees, the cost of such maintenance or repairs shall be added to and become a part of the assessment to which such unit is subject. 3. By Owner. Except as provided in paragraph 1 of this Article, all maintenance items shall be the responsibility of each unit Owner; provided however, that if a unit Owner shall fail to maintain or make the repairs or replacement which are the responsibility of suchunit OWne I r. then, upon vote of a majority of the Board of Directors, and after not less than thirty (30) days notice to the unit Owner, the Association shall have the right (but not the obligation) to enter upon or into the Unit and provide such maintenance or make such repairs or replacements, and the cost thereof shall be added to the assessments chargeable to such unit Owner and shall be payable to the Association by the said unit Owner. 4. Access at Reasonable Hours. For the purpose of performing the maintenance authorizedby this Article, the Association's agents or employees shall have the right after reasonable notice to the unit Owner, to enter upon a Unit or upon any portion of the common areas, at reasonable hours, and without notice at any time in the event of an emergency. MWIMIMMM63=1 ; I � � I Q 1111IMMOMMM, 7 1. Duties and Powers. In addition to the duties and powers enumerated in its Articles of Incorporation and By -Laws, or elsewhere provided for herein, and without limiting the generality thereof, the Association shall: a. Common areas. Maintain and otherwise manage all of the common areas and all facilities, improvements and landscaping thereon, and all property that may be acquired by the Association. b. Furnishings and Equipment. Obtain and maintain for the common areas, and its use and recreation, such furnishings and equipment as shall be necessary or proper. ExteriorC. • of in the manner s: • subject to the limitations Article d. Utilities: Refuse Collection. Have the authority to obtain for the benefit of all the Owners, all utility services, including but not limited to, water, gas, sewer, electricity, and refuse collection; and, to the extent not separately charged or metered, for the individual units upon the Owner's request and promise to pay therefor. e. Legal and Accounting Services. Have the authority to obtain legal and accounting services necessary or proper in the operation of the project or the enforcement of these Restrictions. f. Easements. Grant easements where necessary for utilities and sewer facilities over the common areas to serve the common areas and the Units. g. Employ. Have the authority to employ a manager or other persons and to contract with independent contractors or managing agents to perform all or any part of the duties and responsibilities of the Association. h. Contingency Fund. Have the power to establish and maintain 0 a working capital and contingency fund in an amount to be determined by the Board of Directors of the Association. Said fund shall be used by the Association as the Directors shall deem fit to carry out the objectives and purposes of the Association; and shall be added to and made a part of the regular assessments provided for in paragraph 3 of Article V hereof. i. Purchase Insurance. Have the power to purchase insurance for either or both the common areas and all or any part of the Units for such risks, and such companies, and in such amounts as the Board of Directors of the Association shall determine and to assess the premium costs thereof in any manner that the Board of Directors of the Association shall deem to be equitable. Premium costs for risks associated with the common area shall be part of the uniform assessment. 2. Liability Insurance. Public liability and common area property damage insurance shall be purchased by the Board or acquired by assignment from Declarant, as promptly as possible following its election, and shall be maintained in force at all times, the premium thereon to be paid out of the Association's funds. The insurance shall be carried in reputable companies authorized to do business in Montana. The policy shall name the Association, its directors, officers, employees and agents in the scope; of their employment, as insured. This policy shall insure against, but may not be limited to, injury or damage occurring in the common area. a. Other Insurance. The Board of Directors of the Association may purchase additional insurance as the Board may determine to be advisable including, but not limited to, workman's compensation insurance, demolition. insurance to remove improvements that are not rebuilt, fidelity bonds, and insurance on Association -owned personal property. All premiums therefore shall be paid out of the Association's fund. b. Owner's Additional Insurance. An Owner may carry such personal liability and property damage insurance respecting 9 his individual Unit as he may desire; however, any such policy shall include a waiver of subrogation clause against the Association and all other Owners. 3. Other Duties and Powers. The Association and its Board of Directors acting in its behalf shall obtain, provide and pay for any other materials, supplies, furniture, labor, services, maintenance, repairs, structural alterations, insurance, or pay any taxes or assessments which the Board is required to secure or pay for pursuant to the terms of these Restrictions or by law or which in its opinion shall be necessary or proper for the operation of the project or for the enforcement of these Restrictions; provided that if any such materials, supplies, furniture, labor, services, maintenance, repairs, structural alterations, insurance, taxes or assessments are specially provided for particular Units. The Association may likewise pay any amount necessary to discharge any lien or encumbrance levied against the entire Properties or any part thereof which may, in the opinion of the Board, constitute a lien against the common areas, rather than merely against the interests therein of a particular Owner, provided that where one or more Owners are responsible for the existence of such lien, they shall be jointly and severally liable for the cost of discharging it, and any costs incurred by the Board by reason of said lien or liens, shall be specially assessed to said owners. 1. Rights and Duties of Owners. The rights and duties of the Owners with respect to sanitary sewer, water, electricity, gas and telephone lines and facilities shall be governed by the following: a. Easement. Wherever sanitary sewer or water connections or electricity, gas, telephone or other similar lines or pipes are installed with the Properties, which connections, lines or pipes, or any portion thereof, lie in or under Units owned by other than the Owner of a Unit served by said connections, lines or pipes, the Owners of the Unit shall have the right, and are hereby granted an easement to the full extent necessary therefor, at reasonable hours, to enter upon the Unit within the properties in or upon which said connections, iP lines or pipes, or any portion thereof, lie, to repair, replace and generally maintain said connections, lines and pipes, at the Owner's expense, as and when the same may be necessary. b. Common Connections Lines or Pipes. Wherever sanitary sewer or water connections, or electricity, gas or telephone lines or pipes, are installed within the Properties, which connections serve more than one Unit, the Owner of each Unit served by said connections, lines and pipes, shall be entitled to the full use and enjoyment of such portions of said connections, lines and pipes, as service his Unit. C. Resolution of Diapute. In the event of a dispute between unit Owners with respect to the repair or rebuilding of said connections, lines or pipes, or with respect to the sharing of the cost thereon, then, upon written request of one of such Owners, addressed to the Association, the matter shall be submitted to the Board of Directors who shall decide the dispute, and the decision of the Board shall be final and conclusive on the parties. 2. Declarant's,Easement. Easements Over°'the. Properties for :the instailation and maintenance of electric, telephone, water, gas and sanitary sewer lines, pipes and facilities, and for drainage facilities, as shown on the recorded plat of the Properties and as may be hereafter required or needed to service the Properties, or any Units, are hereby reserved by Declarant, together with the right to grant and transfer the same. In addition to all other covenants contained herein, the use of each Unit herein is subject to the following: A. Restricted Use: The land set forth in Exhibit "A" shall be used for commercial/office uses only. 11 B. Building Size: Each building or other structure shall be constructed, erected and maintained in strict accordance with the approved plans and specifications. C. Utility: All utilities including but not limited to power, electric, and telephone shall be underground. D. Signs: No signs, billboards or advertising devices of any nature except as may be authorized by the Association shall be erected or maintained on any part of the property. The Association may erect signs or notices for identification purposes in accordance with applicable state and municipal laws or codes. E. Landscaping: All surface areas disturbed by construction shall be returned promptly to their natural condition and replanted in native grasses; but the Architectural Committee may approve construction of gardens, lawn and exterior living areas. F. Nuisance: No noxious or offensive activity shall be carried on nor shall anything be done or permitted which shall constitute a public nuisance therein. G. Vehicles and Recreational EquonjejA. No trailer, camper, boat or similar equipment shall beermittect to rei�imair Upon' any Lot` or � itttin the property. Golf carts shall be stored only at place designated for such purpose from time to time. Golf carts or any other powered carts shall not be operated on walkways intended only for pedestrian walkways. H. Animals. No animals, livestock, or poultry of any kind shall be raised, bred, or kept on or within any Unit except that dogs, cats, or other household pets may be kept on or within the Units, provided that they are not kept, bred or maintained for any commercial purpose, or in unreasonable numbers. Notwithstanding the foregoing, no animals or fowl may be kept on the Properties which result in any annoyance to or are obnoxious to other unit Owners or tenants in the vicinity. I. Trash. All rubbish, trash and garbage shall be regularly removed from the Properties, and shall not be allowed to accumulate thereon. 12 J. Aoleonas. No alteration to or modification of any radio and television antenna system, as developed by Declarant, shall be permitted and no Owner may be permitted to construct or use and operate his own external radio or television antenna, without the written approval of the Architectural Committee. 1 . General Rules of Law tQ Appl - . Each wall which is • as a !• of -the original construction of the Units upon the Properties and placed on th ,tividing line between the Units shall constitute • party wall, and, to the exte not inconsistent with the provisions of this Ar-ticle, the general rules of la :egarding party walls and liability for property damage due to negligence willful acts or omissions shall .!• thereto. 2. Sharing of Repair and Maintenance. The cost of reasonable repair and maintenance of a party wall shall be shared by the Owners. Declarant reserves and each owner grants a reciprocal easement for access to the premises of the other for the purpose of performing repair or maintenance work to the party wall and any utility services contained therein. 3. Destruction by Fireor Other Casualty. If -a' party wall is destroyed or damaged by fire or other casualty, any Owner who has used the wall may restore it, and if the other Owners thereafter make use of the wall, they shall contribute to the cost of restoration thereof in proportion to such use without prejudice, however, to the right of any such Owners to call for a larger contribution from the others under any rule of law regarding liability for negligent or willful acts or omissions. 4. Weatherproof. Notwithstanding any other provision of this Article, as Owner who by his negligent or willful act causes the party wall to be exposed to the elements shall bear the whole cost of furnishing the necessary protection against such elements. 5. Right to Contribution Runs With Land. The right to any Owner to contribution from any Owner under this Article shall be appurtenant to the land and shall pass to such Owner's successors in title. 13 Architectural Approval. No building, fence, wall or other structure shall be commenced, erected or maintained upon the Properties, nor shall an exterior addition to or change or alteration therein be made until the plans and specifications showing the nature, kind, color, shape, height, materials, location and other material attribute to the same shall have been submitted to and approved in writing as to harmony of external design and location in relation to surrounding structures and topography by the Board of Directors' of the Association established pursuant to the provisions of paragraph 2 of this Article. In the event said Board, or its design and location within thirty (30) days after said plans and specifications have been submitted to it, approval will not be required and this article will be deemed to have been fully complied with. MRA 2M 9 1. Enforcement. The Association, in the first instance, or any Owner, should the Association fail to act within a reasonable time, shall have the right to enforce, by any proceeding at Jaw or in equity, all limitations;-restriptigns,., liens and charges now or hereafter imposed by the provisions of this Declaration, or any amendment hereto. Failure by the Association or by any Owner to enforce any limitation, condition, reservation, lien, charge, covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. Deeds of conveyance of said property, or any part thereof, and each and all such restrictive covenants shall be valid and binding upon the restrictive grantees. Violators of any one or more of such covenants or any one or more of them shall not affect the lien of any mortgage or deed of trust now of record or which hereafter may be placed of record upon said Units or any part thereof. 2. Severability. Invalidation of any one of these covenants or restriction, or any portion thereof, by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect. 3. Term. The provisions of these protective covenants are to run with im the land and shall be binding upon all parties and all persons claiming under them, for a period of twenty (20) years from the date they are recorded, after which time said protective covenants shall be automatically extended for successive periods of ten (10) years unless an instrument executed by the owners of seventy-five percent (75%) of the land described in Exhibit "A", has been recorded agreeing to terminate said protective covenants or change them in whole or in part. Each Unit, regardless of size or of any deeded ownership interest, shall be entitled to one vote under this Section. 4. Amendment. This Declaration may be amended by an instrument signed by the owners of Seventy-five Percent (75%) of the land described in Exhibit "A", which instrument has been recorded, agreeing to such amendment. Each Unit, regardless of size or of any deeded ownership interest, shall be entitled to one vote under this Section. 5. Construction. This Declaration shall be liberally construed to effectuate its purposes of creating a uniform plan and scheme for the development of a commercial office condominium project and for the maintenance of common facilities and areas. The provisions hereof shall be construed in a manner which will effectuate the annexation to and merger into the project of additional land. The Article and paragraph headings have been inserted for convenience only and shall not be considered or referral to in resolving questions of interpretation or construction. All terms and words used in this Declaration regardless of the number and gender int which they"are-used shall be deemed and construed to include any other number and any other gender, masculine, feminine or neuter, as the context or sense of this Declaration or any Article or paragraph herein may require, with the same effect as if such number and words had been fully and properly written in the required number and gender. Whenever the words and symbol "and/or" are used in this Declaration, it is intended that this Declaration be interpreted and the sentence, phrase or other part be construed in both its conjunctive and disjunctive sense, and as having been written, twice, once with the word "and" inserted, and once with the word "or" inserted, in the place of said words and symbol "and/or". 6. Notices. Any notice permitted or required to be delivered as provided herein may be delivered either personally or by mail. If delivery is made by mail, it shall be deemed to have been delivered twenty-four (24) hours after a copy of same has been deposited in the United States mail, postage prepaid, addressed to each person at the address given by such person to the 15 Association for the purpose of service of such notice or the address of the Unit of such person if no address has been given. Such address may be changed from time to time by notice in writing to the Association. 7. No Partition. There shall be no judicial partition of the Properties or any part hereof, nor shall Declarant or any Owner or other persons acquiring any interest in the Properties , or any part thereof, seek any such judicial partition, unless and until the happening of the conditions set forth in Article VII, paragraph 3 hereof shall occur; provided, however, that if any Unit shall be owned by two or more co -tenants as tenants -in -common or as joint tenants, nothing herein contained shall be deemed to prevent a judicial partition as between such co -tenants. 8. Easements. Each Unit and the common area shall be subject to an easement for overhangs and minor encroachments by walls, structures and fences upon adjacent Units as constructed by the original builder or as reconstructed or repaired in accordance with the original plans and specifications. IN WITNESS WHEREOF, the Declarant has executed this instrument the day and year first above written. GOLDEN DEVELOPMENT COMPANY, INC. By: D. F. World , Pr sident STATE OF MONTANA ) ss. County of Flathead ) On this 3 1 — day of August, 1997, before me, the undersigned, a Notary Public for the State of Montana, personally appeared D. F. Working, known to me to be the President of Golden Development Company, Inc., the Corporation whose name is subscribed to the foregoing instrument and acknowledged to me that such Corporation executed the same. im IN WITNESS WHEREOF, I have hereunto set my hand and affixed my offici seal the date and year first above written. i (Seal) ry Public for the Wa e of Montana Residing at Y-ahy�,f(( . Montana My Commission expires: WA Exhibit D NAME - of the corporationStage Professional Association, Inc., hereinafter referred R as "Association". - principal office •':.. the corporation ,. be located _ _ d s • " Montana but _ ! of Flathead, as may be designated by the Board of Directors. and directors may be held at such places within the State of Montana, County of Section"Association" - • refer toWh*'rofessional Park Owners Association, Inc., its successors and assigns. itefish Stage Section 2 "Properties" shall mean and refer to that certain real property described in the Declaration of R -. Conditions # Restrictions '#, of # - n # # # f • # • _ R _ # • • • within - jurisdictibnof- R # Section 3 "Unit" shall mean and refer to each Condominium Unit 1-8 more particularly described in Declaration of Unit Ownership of Whitefish Stage Professional Park according to the map and plat thereof. Section 4 "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Unit which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. SectionD- _rant" shall mean. refer to Golden Development Section 7 "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration. �' ,. ram'- • �- r^ - -• • :#�°• • 1 -•+"• ♦_ # _ Section $pecial Meetingsmeetings• called at any time by the president or by the Board of Directors, or upon written request by a majority of the members who are entitled to vote. Section 3 Notice of Meetings Written notice of each meeting of the mem!)ers shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the address appearing •• of • •n -or supplied,. at on 6 such member to the Associ i r the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of Section Quorum The presence at the meeting of members entitled to cost, or of proxies entitled to cast, three -fourths (3/4) of the votes of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By -Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented. Section 5 Proxies At all meetings of members, each member may vote in person or by proxy. All proxies be in writing _ • filed with the secretary. Every proxy shall be revocable and shall automatically••conveyance by memberthe of 0 _- The affairs ithis Associationbe managed by a Board of three (3) directors, who are members of the Association. meeting. Section 2 Term of Office At the first annual meeting the members shall elect three (3) directors: one director for a term of one year, one director for a term of two (2) years, and one director for a term of three (3) years; and at each annual meeting thereafter the members shall elect for a term of three years a number of directors equal to the number of directors whose terms are ending at the time of the annual remainingSection 3 Removal Any director may be removed from the Board, with or Without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the membersof Boardandshall servefor _unexpiredtermof his predecessor. $ection 4 Compensation No director shall receive compensation for any service he may render the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties. Section 5 Action T a -ken Without a Meeting' The directors shalt ha I ve1he right to take any eicti on in- the 6bsenc- 6 -of a meeting Which they could take at a meeting by obtaining the written approval of all the directors. Any action so 2pproved shall have the same effect as though taken at a meeting of the directors. NOMINATION ARTICLE V -,- K? Section 2 Election Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. Section 1 Regular Meetings Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hours as may be fixed from time to time by resolution of the Board. , Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday. Section 2 s9pecial Meetings Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two directors, after not less than three (3) days notice to each director. Section Quorumi ofthenumber directors constitute a quorum for the transaction of business. Every act or decision done or made by a shall be regarded as the act of th e-Board. ARTICLE VII POWERS AND BOARD OF ` . RIM # i i # # ' _ # • # _ i (a) adopt and publish rules and regulations governing the use of th,-. Common Area •facilities, andthe personal of the members # their (b) suspend the voting rights of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing for guests thereon, and to establish penalties for the infraction thereof; period not •exceed 60days for ! of published rulesand i • El provisions of these By -Laws, the Articles of Incorporation, or the Declaration; (d) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meeting of the Board of Directors; and (e) employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties. R V-7797 I � .1 an (a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members; (b) supervise all officers; agents and employees of this Association, and tit.. see that their duties are properly performed; (c) as more fully provided in the Declaration, to: (1) fix the amount of the annual assessment against each Unit at least thirty (30) days in advance of each annual assessment period; (2) send written notice of each assessment to every owner subject thereto at least thirty (30) days in advance of each annual assessment period; (3) foreclose the lien against any property for which assessments are not paid within thirty (30) days, after due date or to bring an action at law ,against Ahe-o-wrie r personeillyibbligated_fo pay the same. (d) issue, or to cause an appropriate officer to issue, upon demand by a person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; (e) procure and maintain adequate liability and hazard insurance on property owned by the Association; (f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; (g) cause the Common Area to be maintained. Section 1 Enumeration of Offices The officers of this Association shall be a president and vice-president, who shall at all times be members of the Board of Directors, a secretary, and a treasurer, and such officers as the Board may from time to time by resolution create. 6i Section 2 Election of Officers The election of officers shall take place 2t the first meeting of the Board of Directors following each annual meeting of the $ection Term e officers of Association be _ -! annually by the Board and each shall hold office for one (1) year unless he shall sooner .--esign, or shall be removed, or otherwise disqualified to serve. Section 4 $pecial Appointments The Board may elect such other officers as the affairs of the Association may require, each of wbom shall hold office for such period, have such authority, and perform such duties as the Board may, from time •time,determine. ARTA ana be necessary to make it effective. Section 6 Vacancies A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of •`theofficer he Section 7 MultipleOffices The offices of secretary and treasurer maybe held by the same person. No person shall simultaneously hold more than one of any of the other ofrices except in the case of special offices created pursuant to Section 4 of Article. Section 8 Duties The duties of the officers are as follows: President (a) The president shall preside at all meetings of the Board of - •rs; shall see that orders _ • resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks # promissory n• _ Vice -President president in the event of his absence, inability or refusal to act, and shall exercise 2nd discharge such other duties as may be required of him by the Board. (b) The vice-president shall act in the place and stead of tkr.- Secretary (c) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate of meetings of the board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall performother duties -f e! by the Board. Treasurer (d) The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the presented to the membership at its regular annual meeting, and deliver a copy of zach tothe members. The Association shall appoint an Architectural• ■ • provided in the Declaration, and a Nominating Committee, as provided in these By -Laws. in addition, the Board of,-,--I).irectors shall -appoint other committees as deemed appropriate • out purpose. u The Association shall have a seal in circular form having within it!t circumference the words Whitefish Stage Professional Park Owners Association, Inc. Section 1 These By -Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person tr by proxy. MW irre-MiM TUP-Mit-T-4 The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year. #ATED: 1997. 71117-M Director WIMT A,- 1, R11R WALI 14 �1 "A tLM&h' L. THIS DECLARATION, made this _ day of , 1997, by Golden Development Company, Inc., a corporation organized in the State of Montana, who is the owner of the land described herein, hereinafter referred to as "Developers", N W W A. The lands owned by the Developers which are hereby submitted to the unit form of ownership by this Declaration are all the following described real property: Tract I of Cercate of Survey No. 8918, records of Flathead County, Montana. B. The name by which the p rty bject -'this Decl -'rati J6 sha e ,rope su t- 0 11 b known is Whitefish Stage Profess i 6 nal Park.- 2. Definitions - The terms used herein shall have the meaning stated in the Act as follows: A. A "Unit" means a part of the property, including one or more rooms, with direct exits to a common area or area leading to a common way. B. "Unit Owner" means the person owning a Unit in fee simple absolute individually or as a co-owner in any real estate tenancy relationship recognized under the laws of the State of Montana. C. "Association" means The Whitefish Stage Professional Park Owne Association, being all Unit Owners acting in a group in accordance wi the Declaration and By -Laws. D. "Property" means the land described in Section 1 (A) of the Declaration, all buildings, improvements and structures thereon, and all easements, rights and appurtenances belonging thereto which are submitted to the unit form of ownership under the Act. "Unit Designation" means the numbered Units 1 - 8 designating a Unit in the Project as specifically designated in Exhibit "A". F. "Common Expenses"Expenses of administration, maintenance, repair or replacement of the General Common Elements; and (2) Expenses agreed upon as conwnon by all of the Unit Owners either in the By-laws or by agreement as provided by the terms of this Act. pipes, ducts, wires, cables, conduits, public utility lines and other General Commo Elements. A. -Contained within the four buildings are two (2) separate office units. Each.1unit shall be subject -to the,pro-visions, of this Declaration, the By-laws of this Association, and all or any covenants running with the land to which this Condominium Declaration is subject. These restrictions, covenants and provisions shall be binding upon the Unit Owners, their heirs, successors, personal representatives and assigns for so long as this Declaration of Condominium and related By-laws are in effect. B. Materials - The principal materials utilized in construction of the building shall be concrete foundations, footings and slabs and wood frame structure and as otherwise determined to be appropriate by the Building Convniftee. C. Parking - The building will also utifize parking areas. The parking areas shall be to the east of the building and shall be maintained by the Association. The parking areas shall be surfaced with asphalt. K 5. Unit DescripAion - The units of the property are more particular described as follows: A. Desionation and Square Footage of Units - There will be eight (8) Units comprising this Condominium. The designation of each unit will be alphabetical letter. The designation and square footage of each unit is more specifically set forth per Exhibit "B" attached hereto and by reference • -part hereof. C. Unit Boundaries - Each Unit shall include the part of the building containing -Unit that lies within theboundaries described above and as ! particulary appears 1', the floor• subdivision plans attached. Unit boundaries are as follows: intersection a. Upper and Lower Boundaries - The upper and lower boundaries of the Units shall be following boundaries extended to an with the perimetricalboundaries: (i) Jpocif= ounda The—` lane of the under side` of the ceiling of ki Unit. coverings.(ii) Lower Bounda - The plane of the surface of the floor of each Unit, not including carpeting, tile or other floor (b) perimetrical Boundaries - The perimetrical boundaries of the Units shall be the following boundaries extended to an intersection with the upper and lower boundaries: (i) Exterior Building Walls - The intersecting vertical planes adjacent to and including the interior sheathing or wall covering of the outside walls bounding a Unit. (The interior surface of the outside walls). ' f • • _ • - I - • - - - • - •- -- - - r •-# f LK (c) Finished and Unfinished Surfaces - The owners of the respective units own the undecorated and/or unfinish`i surfaces of perimeter w•t and ceilings surrounding the Unit. The owner shall not be deemed to own pipes, wires, conduits, or other public utility lines running through said respective Units which _ utilized for,or - _ more • - except tenants in common with the other Unit Owners as heretofore provided. Said owner shall be deemed to own the interior walls ipartitions are containedin said Owners (except- are structural or bearing which shall be common elements), and also shall be deemed to own the finished surfaces of the perimeter walls, floors, and ceilings, • • plaster, paint,wallpaper, 6. Shares of General Common Elementi - Includes all those elemen which are i -use ofall owners - •inviteesof owners of -Whitefish Stag - Professional Park. Specifically, included are: the land on which the building situated, walkways, footings, foundations, framework, columns, trusses, support roof, exterior and interior structural walls, gutter and vertical roof drains, all or a centralized heating and air conditioning facilities, all or any hot water heate supplying hot water to all _ _lines,• _-telephone _ benches,television cable, water lines, sewer lines, -and connections ---serving all of the unit skylights, signs, outdoor lighting, structural components of the building, oth materials and improvements, the designated parking areas, hallways, stair carpeting on hallways and stairs, sidewalks, lawn areas, underground sprinkler fshrubbery,•• and other elements___ • _ safet 111 •- r -• 0 a- _r- a'M I I I Ir4 - • 7. Limited Common Elements - As used in this Declaration, shall mean those common elements which are reserved for the use of fewer than all of the Owners, or invitees of the Whitefish Stage Professional Park. Specifically, as to any given Unit Owner or Owners, limited common elements shall mean the following common elements which are located within or affixed to the building containing the Unit in which the elements are located or situated on the real property known as the Whitefish Stage Professional Park. '© the particular limited common element. Such percentage shall be the same as the percentages used to compute the percentage of interest of the Unit Owners in the common elements as are set forth in this Declaration. 8. Service - The name of the person designated to receive service • process in cases provided by Section 70-23-901 MCA is D. F. Working and his pla of business and residence is P. 0. Box 7262, 2331 Nssion Trail, Kalispell, 59904. 9. Use and Restrictions - The use of the property shall be in accordan with the following provisions: A. The property -and the unit shall be used as professional business offices and shall be used and occupied only by the Unit Owners, their agents, servants, invitees • • •- • • • - r - -•lie I • • # 10. Unit Subject to Covenants and By --laws - All present and future Owners, tenants and lessees, guests and invitees of Owners, and lessees and all occupants of the Unit shall be subject to and comply with the provisions of: A. This Declaration; and o- # - a 1 • - - #;- 1' *,- - C. The By-laws of - Association of the Unit Owners of _ Whitefish Stage Professional Park, as they may be amended from time to time, a copy of which is attached hereto as Exhibit "D" and by this reference 4i u D. Rules f regulations promulgated from time to - of provisions Covenants ! By-laws ofthe Association of Owners of the Whitefish Stage Professional Park. The acceptance of deed or ! fentering into occupancy of constitutes an ' agreement that the provisions of this Declaration, Covenants and By-laws of the Association of Unit Owners of the Whitefish Stage Professional Park and the rules and regulations as defined in saidDeclarationand andaspromulgated covenantsAssociation are accepted and ratified by such Owner, tenant, lessee or occupant and all of such provisions shall be deemed and taken to the runningwith the landandthe Units andeachof them and shall • any person • at any any - or estate, tenancy, leasehold or occupancy in such Unit, as though such provisions were recited and stipulated at length in each and every deed or - - lease or _ of - _ The failure of - Association or any Unit Owners to enforce any covenant, restriction, rule or -• i • or provision of _ Unit Ownership Act, this rightDeclaration, the Covenants and By-laws of the Association, or the rules and regulations adopted from time to time, shall not constitute a waiver of the ! • t •thereafter. Exhibit11. • ! • t `! ` • d ! reference incorporated A general map of Condominium locating together with parking lot and dimensions. B. Exhibit "B" - Floor plan of the building showing each units location and square footage, common areas, and certificate of registered architect. C. Exhibit "C" - Covenants. - ma* Irtiall A atollItzlZI • it - 0 111J 11• _ • _ ! O - • ! • 13. _ r' Declarationof Ownership be terminatea only in the manner provided in Section 70-23-801 through 70-23-806, inclusiv MCA. I 14. • The invalidity of any provision of this Declarationnot affect in any manner the validity or enforceability of the remainder of this Declaration • the other provisionsof Declaration shall cr • provision • have been r-• herein. instrumentIN WITNESS WHEREOF, the Developers have hereunto caused th to be executed the day and year first above written. y STATE OF MONTANA } : SS. County of Flathead } # day of • before _ the undersigned, a Notar-j% Public for the State of Montana, personally appeared D. F. Working, known to me to be the President of o •- Development o •_Corporation• - name is subscribed to the foregoing instrument and acknowledged to me that such Corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my offici seal the date and year first above -'---j1,Public for• - • • _ - n. • Commissionmy - • , , , • 0 SECRETARY OF STATE Avg STATE OF MONTANA MIKE COONEY Business Services Bureau Rose Ann Crawford, Deputy WILLIAM ASTLE ESQ 705 MAIN ST KALISPELL MT 59901 August 28, 1997 Dear Mr. Astle: Montana State Capitol PO Boa 202801 Helena, MT 59620-2801 (406)444-3665 http://www.mt.gov/sos/ I've approved the filing of the documents for the above named entity. The document number and filing date have been recorded on the original document. This letter serves as your certificate of filing and should be maintained in your files for future reference. Thank you for giving this office the opportunity to serve you. If you have any questions in this regard, or need additional assistance, please do not hesitate to contact the Business Services Bureau professionals at (406) 444-3665. Sincerely, p� Mike Cooney Secretary of State Enclosure You can correspond with our office via facsimile. Our fax number is (406) 444-3976. You can now fax in your search, copy, and certificate requests. STATE OF MONTANA Prgwrc, **n and submit an otighm! and cops vitb fes. ARTICLES of INCORPORATION for DOMESTIC NONPROFIT CORPORATION (35-2-213, MCA) MAII. TO: MIKE COONFY i Secretary of State P.O. Box 202801 Helena, MT 59620-2801 a(406)444-3665 111us IS file Minimum mfiOrmatlon r. (For wo by the Secrtiury of State only) 349263 STATE CE rV10',4TANA F ft 'L. L E- AUG 21 1997 SECRETARY OF STATE a Form: DN-1 Fee: S20.Ot) ► Executed by the undersigned person for the purpose of forming a Montana nonprofit corporation. ► F1Rsr: The name of the Nonprofit Corporation is WHITEFISH STAGE PROFESSIONAL PARK OWNERS ASSOCIATION. INC. ► SECOND: The name end address of the registered office/agent is: NameD. F. WORKING Street Address 2331 Mission Trail MailingAddress P. 0. Box 7262 City Kalispell , MONTANA Zip Code 5 9 9 0 4 ► THIRD: The name and address of the incorporator is as follows: Name D. F. Working Address _p1. Box 7262 ► FOURTH: The Nonprofit Corporation ® WILL O WILL NOT have members. ► FiFm: This Nonprofit Corporation is a (check one): O Public Bcnel:; Corporation ® Mutual Benefit Corporation O Religious Corporation ► SIXTH: Upon dissolution, the assets shall be distributed in the following manner to the members 1 to . . (L l� re of Incorvoxat(k F.R.D.O. CITY/COUNTY ,< ` FINAL PLAT APPLICATION SEP 0 1g97 Subdivision Name: Whitefish Stage Profess' nal Park Contact Person: Owner: F. R. D. Q. Named F Working (Golden Develo1mentCo) SAME Address_P,O, Box 7262 KALISPELL, MT 59904 Phone No. _ 752-8483 Date of Preliminary Plat Approval: A rip '1 15, 1996 Type Subdivision: Residential —Industrial. Commercial—PUD_,_,Other Condo No. of Units Proposed 8 Parkland: Land in Lots (ac.) N/A^ Land (ac.) Common Area Cash -in -lieu $ Exempt FILING FEE ATTACHED $330.00 Note: Minor Subdivision $200 + $10/lot Major Subdivision $300 + $10/lot Prel. Plat waived $400 + $10/lot Not Attached AImi able (MUST CHECK ONE) --X— Health Department Certification (Original) X _ Title Report (Original, not more than 90 days old) X Tax Certification (Property taxes must be paid) X Consent(s) to Plat (Originals and notarized) X Sub. Improvements Agreement (attach collateral) Y Parkland cash -in -lieu (check attached) X Covenants (Original signature provided) X Homeowners By-Laws/Articles of Incorporation (Originals) X Plats: 1 opaque cloth back (hard back) 2 mylar copies 3 bluelines ----------------------------------------- ------------------------------- Plat must be signed by all owners of record, the surveyor and examining land surveyor. Attach a letter which lists each condition of preliminary plat approval and individually state how each condition has specifically been met. In cases where documentation is required, such as an engineer's certification, State Department of Health certification, etc., original shall be submitted. Blanket statements stating, for example, "all improvements are in place" are not acceptable. A complete final application must be submitted no less than 30 days prior to expiration date of preliminary plat. When all final plat materials are submitted to the F.R.D.O. and the staff finds the application is complete, the staff will submit a report to the governing body. The governing body must act within 30 days of receipt of the final plat application and staff report. Incomplete submittals will not be accepted and will not be forwarded to the governing body for approval. Changes to the approved preliminary plat may necessitate reconsideration by the Planning Board. I certify that all information submitted is true, accurate and complete. I understand that incomplete information will not be accepted and that false information will delay the application and may invalidate any approval. The signing of this application signifies approval for FRDO staff to be present on the property for routine monitoring and inspection during the approval and development process. /0. -? ()Jet Owner(s) Signature tT 7 Dad NUHLdna rianning toommann 10/14/$7, 14:13:05 2, 5 Whitefish Stage Professional Park Subdivision Improvement Agreement This Agreement, made and entered into this —Day of September, 1997, by and between the City of Kalispell, Montana, Flathead County, Montana, and Golden Development Company Inc.: Witnesseth: WHEREAS, Golden Development Company, Inc. is the owner of a certain tract of land located within the CITY known as Whitefish Stage Professional Park, in Section 8, T28N, R21W P.M.M., Flathead County, Montana, and WHEREAS, CITY has conditioned approval of Whitefish Stage Professional Park, an office condominium development, upon the completion of certain items as set forth in the Preliminary Plat approval of said Subdivision and certain improvements, as cited in "Exhibit A" having not been completed as of the date of this Agreement, and WHEREAS, Golden Development Company, Inc. 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 a licensed public engineer as set forth in Exhibit A, and WHEREAS, the estimated total cost of construction of said improvements is the sum of $77, 905.00 NOW THEREFORE, in consideration of the approval of the revised preliminary plat of Whitefish Stage Professional Park by the CITY, Golden Development Company, Inc. hereby agree as follows.- 1 Golden Development Company, Inc. shall deposit a Certificate of Deposit, issued by Glacier Bank, in the amount of Ninety Seven Thousand, Three Hundred and eighteen Dollars and 25 Cents ($97,318.25) in the name of the City of Kalispell with a bank mailing address of P.O. Box 27, Kalispell, Montana 59903-0027. 2. Said Certificate of Deposit shall guarantee funds in the sum of Ninety Seven Thousand, Three Hundred and eighteen Dollars and 25 Cents ($97,318.25), said sum being 125% of the estimated cost of completing the required improvements in Whitefish Stage Professional Park, as described in Exhibit A. Page 1. of 4 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 December 31, 1999. 5. In the event Golden Development Company, Inc. does not Complete the improvements listed in Exhibit A by the completion date, plus any extension granted, in writing by the CITY, Glacier Bank shall, upon demand of the City, deliver unto the City 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 Golden Development Company, Inc.. 6. The City shall inspect and approve the instaflation of all the improvements set forth in Exhibit A, and shall upon completion, release Certificate of Deposit to Golden Development Company, Inc., and release Golden Development Company, Inc. from this Subdivision Improvement Agreement. 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 be available for inspection or when such testing will occur will be given to the requesting official by telephone at least 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. Golden Development Company, Inc. 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 year of date of the notification to the CITY of the substantial completion of such work or any portion thereon. The obligation of Golden Development Company, Inc. 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 Golden Development Company Inc., and Golden Development Company, Inc. agrees to pay the cost thereof on demand. 9. If the CITY determines that any improvements are not constructed in compliance with Page 2 of 4 mantana riamaing %ensunamw I4;49;4* 4, 5 the specifications, it shall furnish Golden Development Company, Inc. with a list of specific deficiencies and may demand surrender of the Certificate of Deposit to ensure proper completion. If CITY determines that Golden Development Company, Inc. will not construct any or all improvements to required specifications, or within the time limits, it may demand surrender of the Certificated 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 Golden Development Company, Inc.. 10. All interest accruing on said Certificate of Deposit during the term of this Subdivision Improvement Agreement shall inure to the benefit of Golden Development Company Inc.. Dated this _ day of September, 1997. Golden Development Company, Inc. Az R3 STATE OF MONTANA) ; SS. County of Flathead On this day of September, 1997, before me, the undersigned, a Notary Public for the State of Montana, personally appeared D.F. Working, known to me to be the President of Golden Development Company, Inc., the Corporation whose name is subscribed to the foregoing instrument and acknowledged to me that such Corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed by official seal the date and year first above written. (Seal) Notary Public for the State of Montana Residing at , Montana My Commission expired: Page 3 of 4 Page 4 of 4 SCHEDULE 1 Cost Estimates for Urban Renewal/CBD Off -Site Public Infrastructure Improvements Estimates are preliminary and will be refined when design and engineering are completed. Infrastructuro Unde rounding FY Improvements: Util es for B d;et Center St. Re lning ' s a to Liberty 21/2 ocks Tra ASignal Theater (City S n) Undergrounding of Utilities Center Street to SW comer of Liberty Theater (1 1/2 blocks) Electfical/City's 50% share (per PSQ& Power estimate) (PP will pay the odor 50% of espibia costs) Conduit Material (City's ResponsMity) Installation of Conduit(Labor (Citys Responsibility) Electrical Service Change over to adjoining buildings (gusatlmab made by Quanhm EMdrio per Peak Power Request) Teiephona/Citys 50% share (per Pn "*new) OM wa pry the other 50% of efpLte cots► Cable TV (per TCI estimate) Concrete Alley Replacement (450 LF x 20' width) (south 1/2 of aeey is body broken+rp and -Vhkq is Mkutt beau" artey is r Milt mxnko with rebar) Street AsphaWRemove a Replace (90SY x S18.50) Undergrounding Utilities Total Standard Concrete Sidewalk Replacement (600 LF) excavation of cid basement waft ei cause extetmve darnape to the afdews ks. Large sections of exi "skfewaks are Woker-up, and kWalatm of street trees, w tw WAS and condrt will require rerrwvat of many sectkm) Concrete Curb & Gutter Replacement (the old driveways were left in pteoe awafty new de-Jopmerk) Concrete Driveway Approaches (xDC Sits Specific) Street Trees (4) (will =Wnue the theme started in the CM Decorative Antique Street Lights (8) (wAM t:o ftxm the theme staried in the C8M Total 20% Contingency 15% Engineering Total Project Estimate Combined Project Total - Center St to 4th St. East Difference - Incr(Decr) from Budgeted Amount $70,000 $31,470 $14.820 $18,000 $36,330 $2,040 $52,650 $1,665 $226,975 $16,500 $2,000 $1,500 $2,000 $40,000 $102,000 $217,965 $3,240 $87,750 $3,330 $652,395 $1,676,000 -- . "^^ $107,730 $476,975 $760,125 $95,395 $152,025 $85,856 $136,823 $658,226 $1,048,973 $1,786,000 $1,707,198 ($78,802) 02-Oct-97 Iiafli Incorporated 1892 Telephone (406) 758-77OU Douglas Rauthe FAX (406) 758-7758 Mayor Post Office Box 1997 Kalispell, Montana Clarence W. Krepps Zip 59903-1997 City Manager City Council Members: - Gary W. Nystul Ward 1 Cliff Collins Ward 1 FACSIMILE TRANSMISSION Norbert F. Donahue Ward 11 FAX NO: (06) 758-7758 Dale Haarr Ward 11 ..-i IiAX TO:L NO: �� �=— �`' � � Jim Atkinson — Ward III John Graves Ward III °' F Pamela B. Kennedy !� Ward IV M. Duane Larson Ward IV •�'� C e" Number of pages (including this one): �c Date: //// .� If you have any questions, please telephone (406) 758-7700. DEPARTMENT OF ENVIRONMENTAL QUALITY PERMITTING AND COMPLIANCE DIVISION MARC RACICOT, GOVERNOR STATE OF MONTANA METCALF BUILDING 1520 E SIXTH AVE (406)444-2479 September 24, 1997 PO BOX 200901 FAX (406)444-1374 HELENA, MONTANA 5%20-0901 Golden Development PO Box 7262 Kalispell, Montana 59901 RE: Whitefish Stage Professional Park Masterplan Flathead County E-Q. No 98-1391 Dear sir or madam: This is to certify that the information and fees received by the Department of Environmental Quality relating to this subdivision are in compliance with the Sanitation in Subdivisions Act, Title 76, Chapter 4, MCA 1995, and the administrative rules, ARM Title I7, Chapter 36, Sub -Chapters 1, 3, & 6. Under ARM Section 17.36.603, this subdivision is excluded from ARM Title 17, Chapter 36, Sufi -Chapters 1 and 3, is not subject to sanitary restrictions, and can be filed with the county clerk and recorder. Since this subdivision is in a master planned area, and has fulfilled the requirements of the master plan exclusion. the plat can he filed. Please note. however, the requirements of the Public Water Supply Act, Title 75, Chapter 6, MCA. No construction of water supply or sewage disposal facilities can commence until the Department has approved plans for those facilities submitted under Title 75, Chapter 6, and ARM Title 17, Chapter 38, Sub -Chapter 4. Plans and specifications must be submitted when extensions of any system of water supply, water distribution, sewer, wastewater or sewage treatment or disposal is proposed. Construction prior to approval is prohibited, and is subject to the penalty prescribed in the Public Water Supply Act, Title 75. Chapter 6, Section 113, MCA Where these plans have received approval from DEQ no further review is necessary. Where they ha\ e not received approval it is necessary to obtain approval prior to any construction. Sincerely. L DENNIS MCKE KA, STJPERVISOR SUBDIVISION SECTION l� WATER PROTECTION BUREAU cc: City EnL_a_t.-r, City of Kalispell file AN EQUAL OPPORrUN(rY EMPLOYER" FACSIMILE TRANSMISSION From: MARK D. WORKING Tel: 206-224-7382 Fax: 206-224-7384 Email.: mworking@zacharyscott.com RECIPIENT Glen Neler City Atorney City of Kalispell 406-758-7758 Glen: Date: 10/28/97 Pages: 5 I'm faxing to you several pages with some suggested wording changes for the subdivision improvement agreement and the escrow agreement. One of the changes is a reduction in the CD and cost of construction. Because of the time having passed since Exhibit A was originally prepared, some items have been completed. Dave Greer will deliver to you a new Exhibit A with engineer's certificate. Please coordinate with Dave to get documents signed and placed with Escrow Services. We've arranged for Golden Development to deliver the CD whenever you direct. Thank you for your help on this matter. If you do need any other questions answered or can't get in touch with Don Working or Dave Greer, please call me. Regards, Mark Working 6001 Columbia Center / 701 Fifth Avenue / Seattle, Washington 98104-7078 10 'd VHLH90e 'ON XVE .00 � 1103S AJE90-ez �z:H 31],11 L6-H-i0o C 10-28-97 10 34 ITS` aF i L� 2062247384,* 2/12 THIS AGREEMEM, made and entered into this day of 1997, by and between the City of Kalispell, Montana, Rlathead county, Montana, thereinafter CITY) and golden Development Company, Inc_., .a Montana corporation, (hereinafter QO ) e W I T W 8 S s H T 9: WHEREM, GOLDEN is the owner of certain tracts of land located within the CITY known as WHITRFISH STAGR PROFESSIONAL PAM, in Section 8, T28V, R21K P.M.M., Flathead County, Montana, and WHEREAS, for PROFESSIONAL PARK, office condominium .dr.. development, upon the completion of certain items as set forth in the Preliminary Plat approval of said Subdivision and certain improvements, as cited in "Exhibit All having not been completed as of the date of thia Agreement, and WHEREAS, GOLDAW desires to bond for the completion of said improvements, and . x MS, the C17Y's Subdivision Regulations require that ;, subdivider shall provide financial security in the amount at 125W of the estimated total cost of construction of said improvements as evidenced by an estimate prepared by a licensed public engineer as met forth in Exhibit A, and the estimated total coat of construction of said improveumnts is the sun of $� , .Gs7f�Q$.6c, NOW THEER.HPQRR, in consideration of the approval of the final plat of said Subdivision by the CITY, GOLDEN hereby agrees as follows: £ tsA Wr 1. GOLDEN shall deposit a Certificate of Deposi , issued by Glacier Rank,_N.A., in the amount aof Thousand, Hundred and High ilars and Twenty Fire Cents in the name of the City of Kalispell w h Escrow Services, P.D. Hoye 294, Kalispell, Montana 59 03-0294. atWP\aaa-wfetagro j page i of 5 �O 'd VKLVb G90Z 'ON KVE .00 � 1103S AJE40pz �; 11 ER-1 3-R-100 �cari cat lu-M-W ; iu:315 CHT OF ISFI"L-t 20622473849# 3/12 2. Said Ce ficate of Deposit wall arante funds in the s of Thousand, h d and Sigh OAe. Dollars and my Five Cents ( said state being 123% of the estimated cost of completing the required improvements in WHITEFISH STAGS PROFESSIONAL PARK, as described in Exhibit A, 3. The initial term of the Certificate of Oepoait shall be for a term of not less than six (6) months and said Certificate shall be renewed perindically 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 t 5. In the event GOMMI does not complete the improvements listed in Exhibit A by the completion date, plus any extension granted, writing by the CITY, Escrow Services shall, upon demmd of the City, deliver unto the City 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 coupletion return any surplus funds to GOLDEN. 6. The City shall inspect and approve the installation of all the improvements set: .forth 3n Exhibit A, and shall upon completion, release Certificate of Deposit to GOLD , and release GOLDEN from this Subdivision Improvement agreement_ 7. The City will be afforded a reasonable opportunity to inspect work before it is covered or concealed by ether work as to its agents and employees, request an opportunity to inspect. In instances where the City requests an opportunity to inspect particular itama of work, or testing procedures for any work, notice of the time when said wok will be available for inspection or when such testing will occur will be given to the requesting official by telephone at least 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 night to inspect the work. J; \eia-vfats9e co 'd VggL�90?1 'ON Rq 100 o i i63S b.Sppuz ��G+ F 3DI L6—K-100 919_ � 14-28-97 f 1a:35 CITY OF KA1.^S 2062247384:0 4/12 . GOLDMT does warramt to the CITY the design, construction materials, and • of the improvements any failure or defect in design, construction Tmterial or work shown on Rxhibit A, attached herato and thereby made a part hereof, which is discovered vithin one year of date of the notification to the CITY of the substantial completion of such work or any portion thereon, The obligation of GOLDEN #- be limited material plus the restoration of any area or improvement to the repair or replacement of the defective work or ak alwk disturbed during the course of repair or replacement of CITY shall have the right V% CAT� %;-A to contract for such work to be perfon%ed at the expense "LX" 04 -5%xth� CW0A of GOLDEN and GOLDEN agrees to pay the cost thereof o,—#)� demand. - a t , ! f }.determines improvements are not • nr":. _ _ter' in compliancewith •' "cifications, J R I:..shal furnish GOLDEN #' )' .. _ - ,-_ _ .._ , _ � �._.:.,...,..�''s�nrt.�l������LtS.��t�rat;i•Yrc•c•�r_a. �rrsar_..�:;:. 1 4 a '" may demand surrender of the Certificate r e of Deposit i ram Escrow Services and use the proceeds to Volt construct the improvemento and correct the deficiencies to meet specifications- Unused portions of the funds shall a returned to GOLDEN. benefit10. All interest accruing on said Certificate of Deposit during the term of this Subdivision improvement Agreewnt sball inure to the GOLDIN. 11. Substitution of a lesser amount of security pledged by this Agreement shall be allowed upon maturity date of Ce tifi.gate of Deposit with cartifica a from Rn.gineer.c6 Dated this day of _ . 1997. J:ap\Mia-xfatage Page 3 of 6 M 'd tKLHM 'ON XV� .00 � 1100S 6jEyopz R:11 30i LB-H-100 10-28-97 ; 10.36 £IiY OF IAL,ISly2062247384 # 8f12 ..ZN . • f f 'lA -47-4: ..., f►, � v * October 23, 1997 TO. ESCROW SERVICSS P.O. Box 294 Kalispell, MT 599a3-0294 FROM: Golden Development, P.O.• Kalispell,"/ City of z.. P.O. peI2, MT 59903 The following documents and items are hereby deposited you for disposition in accordance with the instructions contained in this Escrow Agreement and Instructions. 1, Executed original of WHITEFISH STAGE PROFBSSIONAL PARK, StMr)XVISION IMPROVM49NTAMMMENT dated the day of Kalispell,INC., agreed to install and construct certain infrastructure improvements associated with the development of WHITEFISH STAGE PROFESSIONAL PARK, • i drawn by Gol en Development Lany, Inc. , i Lthe name of the city Kalispell in t e amount of Tho 9 Hundred and Dollars and Twenty Five Cents - said sum being 12516 of the estimated cost of completing the required improvements in KRITEFISH STAGE PROFESSIONAL PARK, Kalispell, Montana. INSTRUCTIONS The City of RAlispell and Golden Development Company, Inc instruct Sscxow services as follows: A. Escrow Services shall, during the terns of this Agreemnt 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 fellows: j, WW- Page 1 of 5 90 °d VBELPF�M 'ON XVE .00 T 1100E AJE93pz 011 KIL 1B-R-100 45 A M E R r CITIZENS TITLE & ESCROW CO. 4~ 'y P.O. Box 1310 704 South Main Kalispell, MT 59901 (406) 752-5388 �o Agent for: FirstAmerican Title Insurance Company GUARANTEE $� AMERIC t11�- FirstAmerican Title Insurance Company 114 EAST FIFTH STREET, (P.O. BOX 267) • SANTA ANA, CALIFORNIA 92702 • (714) 558-3211 BY 1��efl 1�y a,fidating SigRatory H 104528 Form No. 1282 (Rev. 9/91) Definition of Terms. ie following terms when used in the Guarantee mean: ) "the assured": the parry or parties named as the assured in this iarantee, or on a supplemental writing executed by the Company. ) "land': the land described or referred to in Schedule (A)(C) or in Part and improvements affixed thereto which by law constitute real property. to term "land' does not include any property beyond the lines of the area scribed or referred to in Schedule (A) (C) or in Part 2, nor any right, title, serest, estate or easement in abutting streets, roads, avenues, alleys, lanes, tys or waterways. "mortgage": mortgage, deed of trust, trust deed, or other security strument. "public records": records established under state statutes at Date of iarantee for the purpose of imparting constructive notice of matters lating to real property to purchasers for value and without knowledge. ) "date": the effective date. Exclusion from Coverage of this Guarantee. ie Company assumes no liability for loss or damage by reason of the (lowing: ) Taxes or assessments which are not shown as existing liens by the cords of any taxing authority that levies taxes or assessments on real operty or by the public records. ) (1) Unpatented mining claims; (2) reservations or exceptions in itents or in Acts authorizing the issuance thereof; (3) water rights, claims title to water: whether or not the matters excluded by (1), (2) or (3) are .own by the public records. ) Assurances to title to any property beyond the lines of the land :pressly described in the description set forth in Schedule (A) (C) or in part of this Guarantee, or title to streets, roads, avenues, lanes, ways or aterways on which such land abuts, or the right to maintain therein vaults, nnels, ramps or any other structure or improvement; or any rights or sements therein unless such property, rights or easements are expressly id specifically set forth in said description. l) (1) Defects, liens, encumbrances or adverse claims against the title, if surances are provided as to such title, and as limited by such assurances. (2) Defects, liens, encumbrances, adverse claims or other matters (a) hether or not shown by the public records, and which are created, offered, assumed or agreed to by one or more of the assureds; (b) which suit in no loss to the assured; or (e) which do not result in the invalidity potential invalidity of any judicial or non -judicial proceeding which is ithin the scope and purpose of assurances provided. t 4 t f13MMMIMUMM i assured shall notify the Company promptly in writing in case knowledge call come to an assured hereunder of any claim of title or interest which adverse to the title to the estate or interest, as stated herein, and which fight cause loss or damage for which the Company may be liable by virtue this Guarantee. If prompt notice shall not be given to the Company, then 1 liability of the Company shall terminate with regard to the matter or atters for which prompt notice is required; provided, however, that failure notify the Company shall in no case prejudice the rights of any assured ader this Guarantee unless the Company shall be prejudiced by the failure id then only to the extent of the prejudice. he Company shall have no duty to defend or prosecute any action or roceeding to which the Assured is a parry, notwithstanding the nature of -ty allegation in such action or proceeding. Company's Caption to Defend or Prosecute Actions; Duty of Assured Claimant to Cooperate. ven though the Company has no duty to defend or prosecute as set forth t Paragraph 4 above: t) The Company shall have the right, at its sole option and cost, to tstitute and prosecute any action or proceeding, interpose a defense, as mited in (b), or to do any other act which in its opinion may be necessary r desirable to establish the title to the estate or interest as stated herein, r to establish the lien rights of the assured, or to prevent or reduce loss or amaee to the assured. The Company may take any appropriate action this Guarantee. If the Company shall exercise its rights under this paragraph, it shall do so diligently. (b) If the Company elects to exercise its options as stated in Paragraph 5(a) the Company shall have the right to select counsel ofits'choice (subject to the right of such assured to object for reasonable cause) to represent the assured and shall not be liable for and will not pay the fees of any other counsel, nor will the Company pay any fees, costs or expenses incurred by an assured in the defense of those causes of action which allege matters not covered by this Guarantee. (c) Whenever the Company shall have brought an action or interposed a defense as permitted by the provisions of this Guarantee, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal from an adverse judgment or order. (d) In all cases where this Guarantee permits the Company to prosecute or provide for the defense of any action or proceeding, an assured shall secure to the Company the right to so prosecute or provide for the defense of any action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of such assured for this purpose. Whenever requested by the Company, an assured, at the Company's expense, shall give the Company all reasonable aid in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defend- ing the action or lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest as stated herein, or to establish the lien rights of the assured. If the Company is prejudiced by the failure of the assured to furnish the required cooperation, the Company's obligations to the assured under the guarantee shall terminate. 6. Proof of Loss or Damage. In addition to and after the notices required under Section 3 of these Conditions and Stipulations have been provided the Company, a proof of loss or damage signed and sworn to by the assured shall be furnished to the Company within ninety (90) days after the assured shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the matters covered by this Guarantee which constitute the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of the assured to provide the required proof of loss or damage, the Company's obligation to such assured under the guarantee shall terminate. In addition, the assured may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Guarantee, which reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the assured shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third parry, which reasonably pertain to the loss or damage. All information designated as confidential by the assured provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the assured to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in the above paragraph, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this Guarantee to the assured for that claim. Options to Pay or itherwise Settle Claims: Termination of Liability. In case of a claim under this Guarantee, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Liability or to Purchase the Indebtedness. The Company shall have the option to pay or settle or compromise for or in the name of the Assured any claim which could result in loss to the Assured within the coverage of this Guarantee, or to pay the full amount of this Guarantee or, if this Guarantee is issued for the benefit of a holder of a mortgage or a lienholder, the Company shall have the option to purchase the indebtedness secured by said mortgage or said 4 El N I IIIII;1I which were authorized by the Company up to the time of purchase n 9 1 F77 FROT, �Tf M Such purchase, payment or tender of payment of the full amount of the Guarantee shall terminate all liability of the Company hereunder. In the event after notice of claim has been given to the Company by the Assured the Company offers to purchase said indebtedness, the owner of such indebtedness shall transfer and assign said indebt- edness, together with any collateral security, to the Company upon payment of the purchase price. Upon the exercise by the Company of the option provided for in Paragraph (a) the Company's obligation to the Assured under this Guarantee for the claimed loss or damage, other than to make the payment required in that paragraph, shall terminate, including any obligation to continue the defense or prosecution of any litigation for which the Company has exercised its options under Paragraph 5, and the Guarantee shall be surrendered to the Company for cancellation. (b) To Pay or Otherwise Settle With Parties Other than the Assured orWith the Assured Claimant. To pay or otherwise settle with other parties for or in the name of an assured claimant any claim assured against under this guarantee, together with any costs, attorneys fees and expenses incurred by the assured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay. Upon the exercise by the Company of the option provided for in Paragraph (b) the Company's obligation to the Assured under this Guarantee for the claimed loss or damage, other than to make the payment required in that paragraph, shall terminate, including any obligation to continue the defense or prosecution of any litigation for which the Company has exercised its options under Paragraph 5. This Guarantee is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Assured claimant who has suffered loss or damage by reason of reliance upon the assurances set forth in this Guarantee and only to the extent herein described, and subject to the exclusions stated in Paragraph 2. The liability of the Company under this Guarantee to the assured shall not exceed the least of. (a) the amount of liability stated in Schedule A; (b) the amount of the unpaid principal indebtedness secured by the mortgage of an assured mortgagee, as limited or provided under Section 7 of these Conditions and Stipulations or as reduced under Section 10 of these Conditions and Stipulations, at the time the loss or damage assured against by this Guarantee occurs, together with interest thereon; or (c) the difference between the value of the estate or interest covered hereby as stated herein and the value of the estate or interest subject to any defect, lien or encumbrance assured against by this Guarantee. �a • .tea �'VMF in (a) if the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures any other matter assured against by this Guarantee in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (b) in the event of any litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title, as stated herein. (c) The Company shall not be liable for loss or damage to any assured for liability voluntarily assumed by the assured in settling any claim or suit without the prior written consent of the Company. All payments under this Guarantee, except payments made for costs, attorneys' fees and expenses pursuant to Paragraph 5 shall reduce the amount of liability pro tanto. (a) No payment shall be made without producing this Guarantee for endorsement of the payment unless the Guarantee has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within thirty (30) days thereafter. Whenever the Company shall have settled and paid a claim under this Guarantee, all right of subrogation shall vest in the Company unaffected by any act of the assured claimant. The Company shall be subrogated to and be entitled to all rights and remedies which the assured would have had against any person or property in respect to the claim had this Guarantee not been issued. If requested by the Company, the assured shaft transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The assured shall permit the Company to sue, compromise or settle in the name of the assured and to use the name of the assured in any transaction or litigation involving these rights or remedies. If a payment on account of a claim does not fully cover the loss of the assured the Company shall be subrogated to all rights and remedies of the assured after the assured shall have recovered its principal, interest, and costs of collection. Unless prohibited by applicable law, either the Company or the assured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the assured arising out of or relating to this Guarantee, any service of the Company in connection with its issuance or the breach of a Guarantee provision or other obligation. All arbitrable matters when the Amount of Liability is $1,000,000 or less shall be arbitrated at the option of either the Company or the assured. All arbitrable matters when the amount of liability is in excess of $ 1,000,0000 shall be arbitrated only when agreed to by both the Company and the assured. The Rules in effect at Date of Guarantee shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permit a court to award attorneys' fees to a prevailing party. judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof The law of the sites of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. (a) This Guarantee together with all endorsements, if any, attached hereto by the Company is the entire Guarantee and contract between the assured and the Company. In interpreting any provision of this Guarantee, this Guarantee shall be construed as a whole. (b) Any claim of loss or damage, whether or not based on negligence, or any action asserting such claim, shall be restricted to this Guarantee. (c) No amendment of or endorsement to this Guarantee can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company. All notices required to be given the Company and any statement in writing required to be furnished the Company shaft include the number of this Guarantee and shall be addressed to the Company at 114 East Fifth Street, Santa Ana, California 92701. Form 1355 CLTA Guarantee (Rev. 6/6/92) Form No.12 ORDER NO. CT-51204 GUARANTEE NO. x-104528 LOT BOOK GUARANTEE LIABILITY: $ 150.00 FEE: $ 150.00 Name of Assured: Golden Development Date of Guarantee: October 20, 1997 at 8.00 A.M. The assurances referred to on the face page hereof are: That, according to the Company's property records relative to the following described land (but without examination of those Company records maintained and indexed by name): See Attached Exhibit A A. The last recorded instrument purporting to transfer title to said land is: Corporation Deed executed by Fairway Development Corporation TO Golden Development Corporation, recorded June 5, 1995 as Doc. No. 95-156-16120. B. There are no mortgages or deeds of trust which purport to affect said land, other than those shown below under Exceptions. No guarantee is made regarding (a) matters affecting the beneficial interest of any mortgage or deed of trust which may be shown herein as an exception, or (b) other matters which may affect any such mortgage or deed of trust. No guarantee is made regarding any liens, claims of lien, defects or encumbrances other than those specifically provided for above, and, if information was requested by reference to a street address, no guarantee is made that said land is the same as said address.. Exceptions: 1. General and special county taxes for the year 1997, a lien not yet payable. Continued Form 1355 CLTA Guarantee (Rev. 6/6/92) Form No. 12 ORDER NO. CT-51204 GUARANTEE NO. x-104528 A tract of land, situate, lying and being in Government Lots 1 and 10 of Section 6, Township 28 North, Range 21 West, P.M.M., Flathead County, Montana, and more particularly described as follows to wit: Commencing at the Northeast corner of Section 6, Township 28 North, Range 21 West, P.M.M., Flathead County, Montana, which is a found brass disk; thence South 00`05112" West, and along the East boundary of said Section 6, a distance of 794.92 feet; thence North 89'48155" West, 30.00 feet to a point on the West R/W of Whitefish Stage Road, and the True Point of Beginning of the tract of land herein described; thence along said R/W, South 00*05112" West, 850.60 feet to a found iron pin; thence leaving said R/W, North 89°06'18" West, 29.98 feet to a found iron pin; thence North 27*28,25" West, 415.92 feet to a found iron pin; thence North 18*23,03" East, 329.85 feet to a found iron pin; thence North 16°14'28" East, 175.32 feet to a found iron pin; thence South 89*48155" East, 70.08 feet to the Point of Beginning. Tract 1, Certificate of Survey No. 8918. The End Form 1355 CLTA Guarantee (Rev. 6/6/92) Form No.12 ORDER NO. CT-51204 GUARANTEE NO. x-104528 NOTE: General and special county taxes for the year 1996 and all prior years have been paid in full. 2. Easement for electric transmission and electric distribution line granted to Pacific Power and Light recorded December 5, 1979 in Book 682, Page 854, as Doc. No. 18579, records of Flathead County, Montana. 3. Easement for buried telephone cable —together with the right of ingress and egress granted to Northwestern Telephone Systems, Inc. recorded May 2, 1978, in Book 642, Page 87, as Doc. No. 6124, records of Flathead County, Montana. 4. Montana Trust Indenture dated June 5, 1995, to secure an indebtedness in the principal sum of AMOUNT $50,000.00, and any other amounts and/or obligations secured thereby. RECORDED June 5, 1995, as Doc. No. 95-156-16130, records of Flathead County, Montana. GRANTOR Golden Development Corporation TRUSTEE Citizen's Title & Escrow Company, Inc. BENEFICIARY: Fairway Development Corporation 5. Restriction in Corporation Deed executed by Fairway Development Corporation in favor of Golden Development Corporation that no house trailers, mobile homes, modular, or any other prefabricated structure designed to be hauled or moved on wheels are permitted, recorded June 5, 1995, as Doc. No. 95-156-16120, records of Flathead County, Montana. 6. Resolution No. 4255, A Resolution To Provide For The Alteration Of The Boundaries Of The City Of Kalispell By Including Therein, As An Annexation, A Tract Of Land Described As Assessor's Tract 1B Located In Section 6, Township 28 North, Range 21 West, P.M.M., Flathead County, Montana, To Be Known As Triangle Development Addition No. 271, To Zone Said Property Residential/Professional Office, R-5, To Amend The City Zoning Map Accordingly and To Declare An Effective Date, recorded November 1, 1996, as Doc. No. 96-306-11100, records of Flathead County, Montana. 7. Resolution No. 4258, A Resolution Approving The Preliminary Plat Of The Whitefish Stage Professional Park, Flathead County, Montana, recorded November 1, 1996, as Doc. No. 96-306-11110, records of Flathead County, Montana. The End Form 1349 A', M 6 CLTA Guarantee Face Page S ZR. I (Revised 6/6/92) First American Title Insurance Company SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE LIMITS OF LIABILITY AND OTHER PROVISIONS OF THE CONDITIONS AND STIPULATIONS HERETO ANNEXED AND MADE A PART OF THIS GUARANTEE, AND IS SUBJECT TO THE FURTHER EXCLUSION AND LIMITATION THAT NO GUARANTEE IS GIVEN NOR LIABILITY ASSUMED WITH RESPECT TO THE IDENTITY OF ANY PARTY NAMED OR REFERRED TO IN SCHEDULE A OR WITH RESPECT TO VALIDITY, LEGAL EFFECT OR PRIORITY OF ANY MATTER SHOWN THEREIN, First American Title Insurance Company a corporation, herein called the Company GUARANTEES Golden Development the Assured named in Schedule A against actual monetary loss or damage not exceeding the liability amount stated in Schedule A which the Assured shall sustain by reason of any incorrectedness in the assurances set forth in Schedule A. First American Title Insurance Company PRESIDENT AUTHORIZED SIGNATORY \BILE DNS 'OPP 0'y . A SEPTEMBER 24, `o a d 1968 = y � CAC•I FO•RN�P O SOD'P5Y2"W (a4SIS of B£AAMS) V Jn' \V . � v 3 �a - DT's, � owl 794.92 850 Iry •A O 1A O O 2634.72' 3 - - rn O O v. _ID O� h 21 C G n o E o QS m