HomeMy WebLinkAboutResolution No. R18-76I .� �T.Yij11i111I [i7�i►€i�t�
WHEREAS, an `Basement Agreement" between CHS Inc. as Grantor and the City of Laurel as
Grantee has been negotiated and prepared; and
WHEREAS, said easement will allow the City access across certain portions of real property owned
by the Grantor in order to maintain the City's facilities near the Yellowstone River; and
WHEREAS, acceptance of the easement is in the best interests of the City, as it is necessary to
access and maintain the existing City facilities which is in the best interest of the City's citizens and
businesses.
NOW, THEREFORE, BE IT RESOLVED that the City Council hereby accepts the attached
Easement Agreement and authorizes the Mayor to execute the same on the City's behalf.
Wilke.
INTRODUCED at a regular meeting of the City Council on October 16, 2018 by Council Member
PASSED and APPROVED by the City Council of the City of Laurel this 16`h day of October 2018.
APPROVED by the Mayor this 16`h day of October, 2018.
CITY OF LAUREL
Thomas C. Nelson, Mayor
to
Clerk -Treasurer
Approved as to Form:
Sam Painter, Civil City Attorney
R18-76Approve CHS Inc. Easement
SPACE ABOVE THIS LINE FOR RECORDER'S USE
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, CHS INC., a Minnesota corporation, with a mailing address of 5500 Cenex Drive,
Inver Grove Heights, MN 55077 ("CHS") does hereby sell, assign, convey, and warrant to the City
of Laurel, a Montana governmental entity, with an address of 115 W 1 st Street, Laurel, MT 59044
("CITY"), a non-exclusive easement concerning that certain roadway as more particularly shown
and described on Exhibit A attached hereto (the "Easement").
TO HAVE AND TO HOLD the Easement unto CITY and its successors and allowed assigns,
subject to the following conditions, covenants and agreements:
1. Term Length. This agreement will have an initial term of ten (10) years from
effective date, and shall renew automatically for additional 10 year terms after the end of the initial
term. If either party desires to renegotiate the agreement, written notice must be sent to the other
party, at least six (6) months prior to the expiration date of the agreements current term.
2. Construction. Maintenance and Operation of Roadway. CITY shall repair or
replace, at its sole expense, any harm done to the Easement resulting from the CITY's use thereof.
3. Indemnification. CITY shall indemnify, defend, and hold harmless CHS from any
and all liability, expenses, charges, damages, claims, actions, or harm, including reasonable
attorney fees and costs, related in any manner to the Easement and the actions or inactions relating
thereto by CITY. CHS shall indemnify, defend, and hold harmless the CITY from any and all
liability, expenses, charges, damages, claims, actions, or harm, including reasonable attorney fees
and costs, related to CHS' use of the Easement and the actions or inactions relating thereto by
CNS.
4. Hazardous and Non -Hazardous Substances. CITY shall be solely responsible for
remediating any hazardous or non -hazardous waste or other condition caused or created by the
CITY that might be encountered within the Easement.
5. Reservation of Rights. CHS reserves the right to use the Easement for its purposes.
6. No Public Rights. The grant of this Easement is not intended to benefit any third
party nor is it intended to grant any rights to the public.
7. Right to Grant Easement. If CHS owns less than the entire and undivided fee simple
title to the property underlying said Easement, then this Easement applies only to the interest it
has.
8. Default; Waiver. If a party fails or refuses to perform its obligations under this
Easement, and such default continues for a period of ten (10) days after written notice specifying
such default is given to such defaulting party, then the non -defaulting party may demand
arbitration as set forth in paragraph 9 below. The failure of either party to insist in any one or more
instances upon strict performance of any of the terms or conditions of this Easement shall not be
construed as a waiver or relinquishment for the future of such term or condition, but the same shall
continue and remain in full force and effect.
9. Disputes. CHS and the City agree the laws of the State of Montana govern this
Agreement. The Parties agree that venue is proper within the State District Court of Yellowstone
County, Montana. If a dispute arises, CHS and the City, through a representative(s) with full
authority to settle a dispute, shall meet and attempt to negotiate a resolution of the dispute in good
faith no later than ten business days after the dispute arises. If negotiations fail, the parties may
utilize a third -party mediator and equally share the costs of the mediator or file suit.
10. Material Breach Shall Invalidate Easement Deed. A material breach of this
Agreement by CITY shall be grounds for litigation to invalidate and terminate the Easement Deed.
11. Governing Law. This Easement shall be governed by the laws of the State of
Montana.
12. Attorney Fees. If either party is forced to hire an attorney to enforce or interpret
this Easement, the prevailing party in such dispute shall be entitled to recover its reasonable
attorney fees and costs incurred for such enforcement or interpretation.
13. Amendment. This Easement shall not be amended or modified except in writing
executed by both parties to this Easement.
14. Entire Agreement. This document contains all the terms, conditions, agreements,
representations and warranties agreed upon by the parties relating to this Easement and supersede
all prior agreements, negotiations, correspondence, understandings, undertakings and
communications of the parties, whether oral or written, relating to this Easement. The parties
acknowledge that each has an opportunity to assist in the drafting of this Easement. Accordingly,
the Easement should not be interpreted against any one party or draftsman.
15. Notices. All notices, consents, offers, requests, demands, instructions or other
communications pursuant or related to this Easement shall be given in writing by personal
delivery; prepaid first class registered or certified mail, properly addressed with appropriate
postage paid thereon; or by UPS, FedEx or other recognized and reputable overnight courier.
Notice shall be deemed duly given and received on the date of delivery if delivered personally, on
the second day after deposit in the United States mail if mailed, or upon delivery if sent by UPS,
FedEx or other recognized and reputable overnight courier. Notices shall be delivered, mailed or
otherwise sent to the CITY at the address set forth in the opening paragraph hereof. Notice to CHS
Page 2 of 5
shall be sent to 803 US Highway 212 South, Laurel, MT 59044, with a copy to 5500 Cenex Drive,
Inver Grove Heights, MN 55077, Attn: Legal Department. Such addresses may be changed from
time to time by means of a notice given in the manner provided in this paragraph.
16. Severability. If any term, condition, agreement or other provision of this Easement,
or the application thereof to any party or circumstances, shall be held to be invalid or unenforceable
to any extent, then the remainder of this Easement and the application of such term, condition,
agreement or other provision in any other jurisdiction or to persons or circumstances other than
those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and
each term, condition, agreement and other provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this � day of
September, 2018.
STATE OF NOrIfQJ. _)
: ss
County of_ N f l l W b
CHS INC.:
Attest:
By: C
Its:��'
The foregoing instrume t was acknowledged before me on this /c�day of
September, 2018, by , T meSS�t1 , the of CHS
Inc., and he/she has executed said instrument on behalf of th rp atio
(NOTARIAL SEAL) otary Public or the State R
H
Page 3 of 5
.E .H- eG
SHERRIE H. BUSH
y yp'TAR/,, `�Z
NOIARY PU for the
SEAL:
state of Montana
Residing ai B;!!�ngs, Montana
• ���
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FOV
My Comm,ss on Expires
A
February 23, 2019
Page 3 of 5
CITY OF LAUREL
Acknowledgement and Acceptance of Easement Agreement:
The City of Laurel acknowledges and accepts the Easement Agreement.
This _ day of c'- , 2018.
ss
County of Yellowstone )
(D G -F ober 9%
This instrument was acknowledged before me on this 18 day of-&eptr, 2018 by
Thomas c N4 i sot1 , the duly authorized of the City of Laurel, and he/she has
executed said instrument on behalf of the City.
(NOTARIAL SEAL)
HgTTO AMBER HATTON
�$ER
XAR:2
�
NOTARY PUBLIC for ft
State of Montana
;
;��
9rFnF na.
Residing at Laurel, Montana
My Commission Expires
July 20, 2020
Notary Public for/the State of Montana
Page 4 of 5
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