LOGY. llea L E STATE GROUP

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1 T R LOGY llea L E STATE GROUP August VIA The Honorable Carson Taylor Mayor of Bozeman, Montana 121 North Rouse Avenue Bozeman, MT Re: FORM ER MO OT LAND - S.W.C. Rouse Avenu e & Oak Stre et Dear Mayor Taylor: Attached please find our Letter of Intent to purchase approximately acres of former M DOT land owned by the City of Bozeman located on the southwest corner of Rouse Avenue and Oak Street (the "Property "). The acquisition of the Property has been fully approved by our investment committee and the equity has been allocated from one of our discretionary private equity funds. We will be closing the acquisition all-cash without the need for a financing contingency. Trilogy Real Estate Group, LLC ("Trilogy") is a private real estate investment firm that targets multifamily investments in primary and secondary markets throughout the United States. Since 2010, Trilogy has invested in over 6,000 units of multifamily properties. Trilogy is a preferred borrower of many lenders, including Banks. Llfe Insurance Companies, and Government Agencies such as Fannie Mae and Freddie Mac. Trilogy has closed over $400 million In loans with the Agencies since Bozeman is such a special community and we would love to be a part of its continued growth. Our vision is to malce a long term investment by providing quality housing at a modest price point for residents. The development project will have resort-style amenities, while the large scale will enable us to keep prices competitive. We are excited about the prospect of expanding our ownership portfolio to Bozeman, Montana and are ready to move quickly. We welcome the opportunity to discuss our offer in greater detail Please contact me or Jesse Karasik, Vice President, if you would like any additional information. Sincerely. Neil S. Gehani Chief Executive Officer Trilogy Real Estate Group, LLC 520 Wes, Erle Sfreo1. Sulla 100. Chicago. IL60654 O F

2 T R LOGY REAL ESTATE GROU P August 9, 2016 VIAEMA.IL The Honorable Carson Taylor Mayor of Bozeman, Montana 121 North Rouse Avenue Bozeman, MT Re: FORMER MDOT LAND - S.W.C. Rouse Aven ue & Oak Stree t Dear Mayor Taylor: The purpose of this letter is to set forth some of the basic terms and conditions of the proposed purchase by the undersigned (the "Buyer") of certain real estate located in Bozeman, Montana owned by the City of Bozeman (the useller"). The Buyer and Seller together shall be known as the "Parties." If these general business terms are agreeable, we will move toward producing a formalized Purchase and Sale Agreement that reflects the same. 1. DESCRIPTION OF PROPERTY The property proposed to be sold is located on the southwest corner of Rouse Avenue and Oak Street, consisting of approximately acres of land, and a Geocode of (the "Property''). 2. PRICE The Purchase Price is the following: THREE MILLION DOLLARS ($3,000,000). Total earnest money will be FIVE HUNDRED THOUSAND DOLLARS ($500,000). Initial earnest money of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) will be deposited with Stewart Title Company ("Agent") upon the ratification of a binding Purchase Agreement (''Initial Earnest Money"). Additional earnest money of THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000) will be deposited with Agent upon the completion of the Due Diligence Period, as contemplated below ("Additional Earnest Money"). At Closi.ng, Buyer shall deliver to the Seller the balance of the Purchase Price in cash as described herein. 520 West Erle Slreel. SUiia 100. Chicago, IL O F

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4 T R LOGY REA L ES T ATE G R OUP 7. CLOSING Closing shall be 15 days after the earlier to occur of: (i) the end of the Entitlement Period if the Purchase Agreeme nt is not terminated during the Entitlement Period; or (ii) the date on which Buyer gives notice to Seller that the Entitlements have been obtained and that it wishes to waive the remainder of the Entitlement Period and proceed with Closing. At Closing, Seller shall convey free and clear title of Real Property to Buyer, and Buyer shaji deliver to Seller the bajauce of the Purchase Price in cash. 8. CLOSING COSTS Closing costs shall be paid by Seller and Buyer in accordance with custom in Bozeman, Montana. Each party sha ll pay the fees of the ir own attorneys and advisors. 9. FINANCING The Pro perty sha ll be delivered free and clear of any curren t debt obligations. 10. INSPECTION AND ACCESS TO PROPERTY After execution of the Letter of Intent, Buyer and its representatives Real Estate and all plans and materials relating to the Real Property. sha ll have access to the 11. BROKERAGE COMMISSIONS lf a sale is consummated, Nolan Campbell with PureWest Christie's International Real Estate wiu be paid a commission of2% of the Purchase Price to be paid by Buyer. 12. STAND STILL Seller shalj not solicit, initiate, encourage, or carry on negotiations for the sale of the Real Estate with any party other than Buyer during the negotiations of the Purchase & Sale Agreement and Due Diligence Period. 13. NON-BINDING This Letter of intent does not, and is not intended to, contractuajly bind the parties, and is only an expression of the basi c conditions to be incorporated into a binding PUJ chase Agreement. The parties shaj I not be contractuajjy bound unless an d until they enter into a forma l, written Purchase Agreement, which must be in form and content satisfactory to each party and to each party's legal counsel, in their sole discretion. Notwithstanding the provisions of this paragraph to the contra ry, Seller and Buyer agree that paragraph 12 shall be binding. 520 wes1 Erle Slree l. SUiia 100. Chicago. IL O F yreg.co m

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6 B ZEMAN Mayor MT August 16, 2016 Neil S. Gehani Chief Executive Office Trilogy Real Estate Group, LLC 520 West Erie Street Suite 100 Chicago, IL RE: Lette r of In te nt to P ur chase City Owned Rou se Ave. Property Dear Mr. Gehani, I am in receipt of your letter dated August 9, 2016 providing a Letter of Intent (Loi) from Trilogy Real Estate Group, LLC to purchase property on Rouse Avenue owned by the City of Bozeman. I truly appreciate your interest in this property and your desire to invest in the development of moderately pric,ed hous.ing in the City of Bozeman. I agree thatthe Rouse Avenue property with its Location near downtown, adjacent to the Gallatin County fairgrounds, and along two major arterials is an ideal site for mixed use redeve lopment Because there is a November Law and Justice levy vote, which wlll affect the City's need for this property, I believe that a discussion as to the appropriate terins and conditions of a sale should be held with the entire City Commission. Because of one commissioner's family matters and another's scheduled business trip, a full commission wilj not be present for any meeting until at least September 26th. Within the next month I will work to find an appropriate time to schedule consideration of the future of the Rouse Avenue property. Therefore, I regret to inform you that the City of Bozeman cannot respond to your offer by next Priday, August 19, I also want to bring to your attention several other considerations. First, according to the Bozeman City Attorney, based on due process requirements for land development, the City cannot, in a purchase and sale agreement for the sale of City land, agree to contingencies that bind the City to act in a certain way on a land development proposal Specifically, Trilogy's Loi requests no restrictions to market rate sale and/or rental pricing. At this time, the City's indusionary housing requirements (see Ordinances 1922 and 1958) are voluntary and may not become mandatory until, at the earliest July 12, Nevertheless, the City cannot incjude such a provision in a purchase and sale agreement. Likewise, the City cannot agree in a purchase and sale agreement to satisfy parkland in a certain way. Second, l (speaking for myselfonly) am not supportive of the standstill provision as provided in Trilogy's Loi. As the City Commission bas had 121 Norrh Rouse A\ cnuc : ~c~: }~i , J.:Q w~w.bo1cmon.nct ' TOO THE MOST LIVABLE PLACE.

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