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HomeMy WebLinkAbout19- Indemnification Agreement - Bozeman Hotel Group, LLC - Water Line Indemnification Agreement Water Line This Agreement for Indemnification,to Hold Harmless and defend arising out of Montana Department of Transportation Utility Occupancy and Location Agreement by and between the City of Bozeman and State of Montana, Department of Transportation for the East Main Project, dated February 27, 2019 (hereinafter"Agreement"). This Agreement is by and between Bozeman Hotel Group, LLC with address of 1735 South 19`h, Ste. B, Bozeman, Montana, 59718, P.O. Box 11890, Bozeman,Montana, 59719, and the City of Bozeman, 20 East Olive St., P.O. Box 1260, Bozeman, Montana 59715 ("City). RECITAL Whereas, Bozeman Hotel Group, LLC is a Montana limited liability company which has been permitting and constructing Residence Inn—City of Bozeman Project 318499 on the real property described as Lot 13A-1 of Northern Pacific Addition of City of Bozeman, located on Section 7, Township 2 South,Range 6 East, plat reference: C-23-A29 Bozeman, MT 59715 ("Development Project"); and Whereas, in order to proceed with the Development Project, Bozeman Hotel Group, LLC is required to upgrade the water line consistent with the Exhibit A attached and incorporated located in the State of Montana Highway commonly referred to as East Main Street ("Water/Sewer Project"); and Whereas, at the end of the Development Project the newly installed lines within the Water/Sewer Project will become the property of the City located in the State of Montana highway right of way,which is under the authority of the Montana State Department of Transportation("MDT"); and Whereas, MDT refuses to issue an occupancy permit or encroachment permit for the Water/Sewer Project until such time as the City has signed the Agreement; and Whereas,the terms and conditions of the Agreement erroneous shift responsibilities and obligations to the City of Bozeman; and Whereas, Bozeman Hotel Group, LLC remain steadfast in supporting the efforts of the City to secure water and sewer service to the Development Project. Now therefore Bozeman Hotel Group, LLC and the City agree as follows: 1. The City and Bozeman Hotel Group, LLC sought independent legal advice prior to executing this Indemnification Agreement; 2. In exchange for the City executing the Agreement with Montana Department of Transportation and any further permits required by Montana Department of 2 Transportation in order for the Development Project to proceed,which is recognized as good valuable consideration for both parties Bozeman Hotel Group,LLC agrees to the terms and commitments set forth herein. 3. Should MDT or any other party attempt to enforce Terms and Conditions paragraph 2 of the Agreement,Bozeman Hotel Group, LLC shall hold harmless, defend and indemnify the City from all actions, damages, costs, including attorney's fees which may arise. 4. At all times Bozeman Hotel Group,LLC shall comply with Terms and Conditions paragraph 3 of the Agreement and should MDT or any other party attempt to enforce Terms and Conditions paragraph 3 of the Agreement,Bozeman Hotel Group, LLC shall hold harmless, defend and indemnify the City from all actions, damages, costs, including attorney's fees which may arise. 5. At all times Bozeman Hotel Group, LLC shall comply with Terms and Conditions paragraphs 4, 5, 6, 7, 9, 10, 11, 12, 13 and 14 of the Agreement and should MDT or any other party attempt to enforce Terms and Conditions paragraphs 4, 5, 6, 7, 9, 10, 11, 12, 13 and 14 of the Agreement,Bozeman Hotel Group, LLC shall hold harmless, defend and indemnify the City from all actions, damages,costs, including attorney's fees which may arise. 6. This Indemnification Agreement extends to hold harmless, defend and indemnify the City, its officers, agents, and employees, from all actions, damages, claims, obligations, liabilities,demands,judgments, and costs, including attorney's fees, which may arise. 7. Bozeman Hotel Group,LLC assumes all obligations and responsibilities of the Utility Occupancy and Location Agreement for the Water/Sewer Project and holds harmless, shall defend and indemnify the City,their officers, agents, and employees, from any obligations thereunder. Bozeman Hotel Grou L By Its: CITY OFTMAN By City Manager Attested by: ® J13Off' City Cler 9�t�•. 1883' N c®W1 MD7* Montana Department of Transportation UTILITY OCCUPANCY MDT-ROWUTL-967 05114 AND LOCATION AGREEMENT Page 1 of 2 Completed By Utility Completed By Montana Department rof Transportation Date Submitted: February 27, 2019 Route Work Order Number: Date Recaved lUlairltenarice Na �Applicant/Utility: City of Bozeman EXHIIT Agreement No b Address: 20 East Olive St. 1 st Floor p Telephone: (406) 582-2280 Psojec No r Designation City: Bozeman State MT ZIP: 59715 r Email: 1pN Facility Description: 1) Overhead Facilities: Size: Type: 2) Underground Facilities: Size: 6" Type: Fire Hydrant Lead 3) Other: Location: Route: East Main Street 1) Longitudinal: feet from N ❑ S ❑ E ❑ W❑ R/W line from milepost(station) to milepost(station) 2) Centerline crossing at milepost(station): +/-89.78 3) Downguys not in parallel with the roadway at milepost(s): 4) Section 7 Township T2S Range R6E County Gallatin Submit this agreement in triplicate and attach: a. Construction Prints. (Highway prints preferred.) Distances from RNV line, centerline and existing utilities, to the proposed installation. b. Environmental Checklist(MDT-ENV-006) The utility will notify in phone at least 48 hours in advance of any work detailed in this Agreement,except for emergency situations.After completing the work,the applicant must submit a Form UTL 968(attached)for approval. This installation is subject to compliance with the Administrative Rules of Montana 18.7.201 through 18.7.232,the Utility Occupancy Guidelines,the Manual on Uniform Traffic Control Devices and the following requirements: Additional Requirements This application will be considered complete when all impacts associated with the requested action have been reviewed and approved by all agencies affected by this action.The applicant is responsible for obtaining these necessary approvals. This agreement is subject to the terms and conditions shown on Pa a 2. Applicant/Utility City of Bozeman By: Print Name: Title: r; P— ten Gam/ Montana Department of Transportation By: Date Approved: Title: it Montana Department of Transportation MDT UTILITY OCCUPANCY Page 2 of 2 2of2 L-967 05/14 AND LOCATION AGREEMENT Terms and Conditions: The City of Bozeman ,hereinafter referred to as the"APPLICANT,"and the Montana Department of Transportation,hereinafter referred to as the"STATE,"hereby agree as follows: 1. FEE. The process fee for issuance of this agreement is 2. STATE SAVED HARMLESS FROM CLAIMS. As a consideration of being issued this agreement,the APPLICANT,its successors or assigns,agrees to protect the STATE and save it harmless from all claims,actions or damage of every kind and description which may accrue to,or be suffered by,any person or persons,corporations or property by reason of the performance of any such work,character of materials used,or manner of installations,maintenance and operation,or by the improper occupancy of said highway right-of-way,and in case any suit or action is brought against the STATE and arising out of,or by reason of,any of the above causes,the APPLICANT,its successors or assigns,will,upon notice to them of the commencement of such action,defend the same at its sole cost and expense and satisfy any judgment which may be rendered against the STATE in any such suit or action. 3. PROTECTION OF TRAFFIC. The APPLICANT shall protect the work area with traffic control devices that comply with the Manual of Uniform Traffic Control Devices. The APPLICANT may be required to submit a traffic control plan to the District Utility Engineering Specialist for approval prior to starting work. During work,the District Utility Engineering Specialist or designee may require the APPLICANT to use additional traffic control devices to protect traffic or the work area. No road closure shall occur without prior approval from the District Administrator.All workers within the right-of-way of a Federal-aid highway who are exposed either to traffic(vehicles using the highway for purposes of travel)or to construction equipment shall wear high-visibility class 2 or 3 safety apparel. For nighttime activity,the flagger(s)shall wear class 3 safety apparel. APPLICANT shall provide flagger(s)who are currently certified by the Montana flagger training program;the ATSSA flagger program;or the Idaho,Oregon,or Washington state flagger training programs. 4. HIGHWAY AND DRAINAGE. If the work done under this agreement interferes in any way with the drainage of the STATE highway affected, APPLICANT shall,at the APPLICANT's expense,make such provisions as the STATE may direct to remedy the interference, 5. RUBBISH AND DEBRIS. Upon completion of work, all rubbish and debris shall be immediately removed and the roadway and roadside left in a neat and presentable condition satisfactory to the STATE. 6. INSPECTION. The installation shall be in compliance with the attached plan and the conditions of this agreement. The APPLICANT may be required to remove or revise the installation,at sole expense of APPLICANT,if the installation does not conform with the requirements of this agreement or the attached plan. 7. REMOVAL OF INSTALLATIONS OR STRUCTURES. Unless waived by the STATE,upon termination of this agreement, the APPLICANT shall remove the installations or structures installed under this agreement at no cost to the STATE and restore the premises to the prior existing condition, reasonable and ordinary wear and tear and damage by the elements,or by circumstances over which the APPLICANT has no control,excepted. 8. MAINTENANCE AT EXPENSE OF APPLICANT. APPLICANT shall maintain,at its sole expense,the installations and structures for which this agreement is granted,in a condition satisfactory to the STATE. 9. STATE TO BE REIMBURSED FOR REPAIRING ROADWAY. Upon being billed,APPLICANT agrees to promptly reimburse STATE 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 agreement. 10. The APPLICANT shall not discharge or cause discharge of any hazardous or solid waste by the installation or operation of the facility of a STATE Right-of-Way. 11. The APPLICANT will control noxious weeds within the disturbed installation area for two(2)years. 12. In accordance with Mont.Code Ann.§76-3403(2),APPLICANT shall,at APPLICANT's expense,employ the services of a Montana Licensed Professional Land Surveyor to re-establish all existing survey monuments disturbed by work contemplated under this agreement. 13. The use of explosives is prohibited for the installation. 14, Any condition of this agreement shall not be waived without written approval of the appropriate District Administrator. The average turnaround time for a completed application is 30 working days.If the proposed installation will result in significant, permanent,or long term impacts to the transportation network additional review time may be necessary.