ITEM 122-2004-R0304     ATTACHMENT 1

LICENSE

 

            This License is made by and among Montana State University (“Grantor”) and , Dick Clotfelter, Stephan Forte, Casey Tolliver, (“Grantees”) subject to the following terms and conditions.

            1.  Grantor hereby grants Grantees a time-limited  license to use the existing Museum of the Rockies entry drive immediately south of the intersection of Kagy Avenue and South Seventh Avenue [hereinafter referred to as “Access Drive”] as illustrated in Exhibit A attached hereto and made a part hereof.  The term of this right of access will commence upon execution of this License and continue until March 31, 2007, or until 11th Avenue is extended to allow an alternative access to the buildings, whichever occurs earlier.

            2.  From date of execution until an alternative access to the buildings is completed or the license is otherwise terminated, Grantees; Lone Eagle Investments, LLC; Summit Resources Imports. LLC; Powerhouse Systems, Inc.; and the tenant(s) that rent remaining space in the existing buildings; and their employees, agents, suppliers and invitees shall be entitled to use the Access Drive for all reasonable purposes necessary to facilitate business operations and emergency services, including fire, police, emergency medical vehicles, to the buildings owned by Grantee as shown on Exhibit B.  If required by the City of Bozeman or other governmental entity, an agreement of record will be filed regarding the permanent availability and use of the access for emergency services.

            3.  In exchange for the rights set forth in this License, Grantees agree to provide the following:

            a.         Grantees will assume all costs and will hold Grantor harmless from any and all future costs of extending, improving and/or constructing 11th Avenue south of Kagy Boulevard.  Any improvements or construction modifications that will affect MSU=s irrigation ditch and water delivery infrastructure must be approved by MSU in advance.

            b.         Grantees will be responsible for all costs associated with maintenance of, necessary improvements or repairs to and removal of snow from Access Drive during the term of its License.

            c.         Grantees agree to defend, indemnify and hold Grantor, its employees and agents harmless against any loss, damage, claim, demand or action caused by, arising out of or connected with any operations of businesses other than by Grantor entities at the buildings and any use of the Access Road by it, its employees, contractors, subcontractors, tenants, invitees, or other third parties using the Access Drive during the term of this License.

            4.  The parties acknowledge and agree that when an alternative access to the property is constructed, Grantor shall close the Access Drive except for emergency access and its own use.

            5.  If the alternative access is not completed by September 30, 2005, Grantees will pay rent for the use of the Access Drive in the amount of $10,000 per month, payable in quarterly installments at Grantees’ option.

            6.  Grantor has the right to terminate this License if Grantees fails to observe or comply with any of the terms or conditions herein within 30 days (or such longer period as the parties may agree upon) of receiving written notice from Grantor of the non-compliance.      

            7.  This agreement embodies the entire understanding of the parties and there are no other agreements or understandings, written or otherwise, between the parties and it is specifically agreed that this License supercedes and replaces all previous agreements concerning the Access Drive.

            8.         This License is granted solely to Grantees may not be assigned except upon the written consent of all parties; except that license may be assigned to Grantees’ Lender at Lender’s request.

            9.  This License is subject to approval of the Montana Board of Regents and will not go into effect until such approval is obtained according to the requirements of the Montana Board of Regents.

 

GRANTOR                                                                    GRANTEES

 

Montana State University        

                                                                      __________________________

By:__________________________                     Richard Cloftelter

                                                                       Date:_____________________

Title:__________________________                                                                   

Date:_________________________                    __________________________

                                                                        Stephan Forte

                                                                        Date:_____________________

 

                                                                         _________________________

                                                                         Casey Tolliver

                                                                         Date:____________________