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HomeMy WebLinkAbout21- Memorandum of Understanding - GVLT for West Side Connections and Wayfinding ProjectMemorandum of Understanding Between the City of Bozeman and Gallatin Valley Land Trust for the West Side Connections and Wayfinding Project This Memorandum of Understanding (the “MOU”) is entered into by and between Gallatin Valley Land Trust (GVLT), a Montana non-profit public benefit corporation, with a mailing address 212 S Wallace Ave, Bozeman, MT and the City of Bozeman, a municipal corporation organized and existing under its Charter and the laws of the State of Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771 (the “City” and together with GVLT the “Parties”) and sets forth the mutual understanding of GVLT and the City with respect to the funding, design, and construction/installation of trail improvements and wayfinding as described in the West Side Connections TOP Application (“Application” or the “Project”) and generally shown in Exhibit A. GVLT and the City are working together with the common goal of improving trail conditions and trail connections along the route and installing wayfinding as part of the Main Street to the Mountains trail network. RECITALS A. GVLT is a Montana non-profit public benefit corporation working, in this specific context, with the City to create a connected bicycle and pedestrian trail route that stretches from the westernmost City limits, through neighborhoods, parks, schools and commercial districts, into the core areas of Bozeman, and points east to the “M” and Drinking Horse Trailheads. When complete, the project will complete a primary “East-West” trail network that enhances existing trails and pathways, establishing a safer, well-signed, accessible recreation and commuter trail stretching over eight miles. The project will also complete a network of trails and on-street wayfinding to form a West Side Loop Trail, extending the existing West Side Trail into a loop that connects with the East West network. In addition to wayfinding, the project will also add trailside improvements such as benches, bike racks, and trail counters to support, study and ultimately increase pedestrian and bicycle use. B. On November 6, 2012, the voters of the City approved the creation of a bond fund for the acquisition, construction and maintenance of new parks, trails and open spaces in the City of Bozeman (the “TOP Bond Fund”). C. On October 13, 2020, the City Commission of the City of Bozeman adopted Commission Resolution No. 5221 which authorized the contribution of up to $99,612.51 from the TOP Bond Fund toward completion of the trail improvements, on the terms and conditions set forth in Commission Resolution No. 5221. D. This TOP Bond Fund contribution was reduced from the original request by the TOP Committee and City Commission; therefore, the Project Budget (Exhibit B) has been revised to DocuSign Envelope ID: F3A95646-1087-4B00-B770-E647873BFBD9 identify additional funding sources, align with funding available, and to reflect funding already received. E. Resolution No. 5221 requires that GVLT’s commitment to make the GVLT Contribution be memorialized in a binding Memorandum of Understanding to be approved by the City Commission prior to expenditure of any funds under the Resolution. F. The City and GVLT intend to complete the Project through a collaborative public- private partnership. The purpose of this MOU is to fulfill the requirements of Commission Resolution No. 5221 and to describe and formalize the goals, guidelines, rights and obligations of GVLT and the City in creating the Project, and to guide the parties in their collaborative efforts to successfully complete the Project. NOW, THEREFORE, in order to define the goals, guidelines, rights and obligations of the Parties toward each other and toward third parties in carrying out the creation of the West Side Connections and Wayfinding Project as contemplated by Commission Resolution No. 5221, GVLT and the City agree as follows: AGREEMENT 1. General Description of Project. The overall goal of the Project is to connect existing trails and shared use paths through wayfinding signage, improve existing gravel trails, build new gravel trails to complete identified gaps, add trailside amenities, and help bring trails to a higher standard throughout dedicated Parkland and Public Open Space. The goal of the Parties is to include the following components in the Project: A. Design and install trail wayfinding elements on the primary East-West trail corridor, West Side Trail Loop, and nearby secondary trails (see Exhibit A for map of Project areas). This work is to be completed in coordination with the City’s Parks, Recreation and Active Transportation plan update and associated wayfinding plan or other code or policy directions. The bulk of the signage fabrication and installation is to be a contracted service. All signage will be maintained by the City after installation. B. Identify trail segments within City parks that require improvement or identify locations new trail is needed to complete the Project network. Accomplish improvements primarily through contracted work; and utilize volunteers for selected less intensive projects. Maintenance of the trails within City parks will be the responsibility of the City. C. In cooperation with homeowner associations, identify trail segments in Public Open Space that are part of the project network and accomplish trail improvement projects and wayfinding. Maintenance of the trail will remain the responsibility of the homeowner association unless the designation of the trail is changed by the City and DocuSign Envelope ID: F3A95646-1087-4B00-B770-E647873BFBD9 incorporated into City maintenance responsibility through active transportation planning or Parks and Trails District implementation. D. Through City staff, work to refine the existing trail system and signage to more effectively utilize crosswalks and install crosswalk improvements. E. Working with City staff and other external entities, develop a pedestrian and bicycle counting program that collects data for use in tracking active transportation trends, identifying trail and path additions, usage patterns, etc. $10,500 of the TOP funds can be spent on counters, with an additional $1,000 provided by GVLT and any additional funds allocated by the City from other funding sources. F. Pursue additional funding in collaboration with the City and partners to further the project scope. Additional funding may be in the form of grants, private donations, material donations, equipment, professional consultation services at reduced rates or pro bono, etc. 2. Specific Project Tasks to be Completed. The Parties acknowledge that the foregoing Section 1 reflects the general goals of the Project as approved by the City Commission, and that the general goals will be coordinated with the City Parks, Recreation and Active Transportation planning process. Therefore, the list of specific project tasks to be completed, and the Party responsible for completing the tasks, may need to be updated. This MOU may be amended accordingly from time to time as mutually agreed by the Parties as the planning documents are completed. Notwithstanding the foregoing, GVLT and the City have identified several specific tasks that will be completed in any event, within allocated funding. Those tasks consist of the following: A. Wayfinding: design and installation of trail wayfinding components along the primary project networks. Dependent on available funding and scope of Active Transportation wayfinding planning in the Parks, Recreation and Active Transportation Plan updates. B. Trail Improvements: improvement of existing gravel trails in City parks and Public Open Space along the primary project networks and closely associated secondary trails. C. Pedestrian and Bicycle Use Counting: purchase recommended permanent and/or mobile counters for installation on the primary routes. D. Trailside Improvements: purchase and install trail amenities such as benches and bike racks. 3. Private Fundraising Campaign. GVLT has initiated a private fundraising campaign for GVLT’s Contribution to the Project (the “Campaign”) and has already received a grant to complete the GVLT Contribution. The ongoing goal of the Campaign is to continue to raise sufficient private funds, in-kind contributions, and grants to complete the Project as initially DocuSign Envelope ID: F3A95646-1087-4B00-B770-E647873BFBD9 proposed, in coordination with other City funding, as well as to raise sufficient funds to cover the costs of conducting the Campaign itself. GVLT will use reasonable, good faith efforts to raise private funds, in-kind contributions, and grants in order to complete the scope of work. All cash donations or grants received by GVLT as part of the Campaign will be held by GVLT or, as appropriate, the City prior to disbursement of such funds for the Project pursuant to the terms of this MOU. GVLT will be responsible for (i) collecting all gifts, (ii) acknowledging each gift, (iii) providing regular updates on the progress of the fundraising efforts to the City, and (iv) disbursing such funds to cover agreed-upon Project-related costs. The City acknowledges and agrees that, while GVLT shall use reasonable and good faith efforts to achieve its fundraising target, GVLT is not a guarantor of such funds. GVLT agrees to keep the City informed of its progress on the Campaign as part of the Parties’ regular progress meetings during the life of the Project. 4. Grants and Misc. City Funding. The City will make all reasonable efforts to support the project, including being the applicant for grants that require a governmental applicant and supporting grant applications submitted by GVLT. The City will also contribute reasonable staff resources and other City funds as they become available. GVLT will prepare grant applications with collaboration from the City. 5. Project Management. The Parties intend to work together in a collaborative manner for the development of the trail network and wayfinding system, allowing the Project to benefit from each Party’s particular expertise and skills. 6. Project Budget. GVLT and the City have updated the Project budget, a copy of which is attached to this MOU as Exhibit B and hereby incorporated by this reference (the “Project Budget”). The Project Budget has been updated since the time of initial application to reflect successful grant applications and actual amounts awarded, new City of Bozeman funding sources, and other opportunities for coordination that have been identified. The Project Budget will be updated, amended, and refined over time as a result of the planning process, ongoing fundraising, and the results of construction bidding. A. The parties will agree to the specific timing and documentation required in order to release such funds from the GVLT Contribution. GVLT agrees to provide invoices and such other documentation sufficient to document the value of any in-kind contributions to the Project. Where the value of the in-kind contribution is not readily ascertainable, GVLT’s contribution will be at the rates established in then-current Bureau of Labor Statistics Schedule of Occupational and employment Wage Estimates for the State of Montana (available at http://www.bls.gov/oes/current/oes_mt.htm#47- 0000) or as otherwise mutually agreed by the Parties. B. Costs to be paid by the City must be approved by the City in writing after bidding (where required) and prior to construction contract award to ensure costs to be paid are substantially in conformance with the Revised Project Budget as approved by the City Commission and following City Procurement Policy. If the construction contract bid DocuSign Envelope ID: F3A95646-1087-4B00-B770-E647873BFBD9 exceeds the amount budgeted, an amendment to the Revised Project Budget must be presented to the Commission for approval before construction commences. C. Each Party has control over allocation of any contingency funds identified within contracts for specific Project Tasks as associated with that Party. 8. Signage. Signage included in the Project will comply with City standards, wayfinding plans, or other pertinent regulations. 9. Press Releases; Publicity; Events. GVLT shall provide the City with advance notice of significant public outreach and publicity events relating to the Project and the Campaign, and an opportunity for participation. It is not anticipated that the City will be involved in the planning or execution of such events, nor is it anticipated that a representative of the City need attend any or all of such events. To facilitate its fundraising efforts in connection with the Project, GVLT may issue press releases, hold promotional events and/or take other steps to raise public awareness regarding the Project. 10. Miscellaneous. Notices. Notices to the Parties shall be directed as follows: If to the City: The City of Bozeman City Hall 121 North Rouse Bozeman, Montana 59771-1230 Attention: Addi Jadin E-mail: ajadin@bozeman.net If to GVLT: Gallatin Valley Land Trust 212 S Wallace Ave, Suite 101 Bozeman, Montana 59715 Attention: Matt Marcinek Email: mattm@gvlt.org Any notice sent to a Party under this MOU shall be in writing and shall be effective when received by the recipient. Each Party may change the address at which it is to receive notices by providing written notice of its new address for notices to the other Party. 11. Governing Law; Venue. This MOU shall be governed by the laws of the State of Montana. The Parties expressly agree to the exclusive jurisdiction of the courts of Gallatin County, DocuSign Envelope ID: F3A95646-1087-4B00-B770-E647873BFBD9 Montana. 12. Liberal Construction. This MOU shall be liberally construed to achieve the successful completion of the Project. If any provision in this MOU is found to be ambiguous, an interpretation consistent with the spirit of collaboration and the mutual goals and objectives of the Parties shall be favored over any interpretation that would be inconsistent with such purposes and goals. 13. Severability. If any provision of this MOU is found to be invalid, the remainder of the provisions of this MOU shall not be adversely affected. 14. Entire Agreement; Amendment; Assignment. This instrument sets forth the entire understanding of the Parties with respect to the Project and supersedes all prior discussions, negotiations, understandings, or agreements relating to the MOU, all of which agreements or understandings are merged into this MOU. No alteration, amendment or modification of this MOU shall be valid or binding unless contained in a written amendment signed by both Parties. It is contemplated that from time to time this MOU can be modified, if agreed by both Parties, to address developments in the Project and/or the Campaign. GVLT may not assign its rights or obligations under this Agreement without the prior written consent of the City. 15. Successors. The terms, conditions, commitments, restrictions and understandings set forth in this MOU shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. 16. Captions. The captions in this MOU have been inserted solely for convenience of reference and are not a part of this instrument and shall have no effect upon construction or interpretation. 17. No Partnership or Agency. Neither Party shall be considered a partner or agent of the other Party, and this MOU does not create a partnership or principal-agent relationship between the Parties. Neither Party shall have any right, power or authority to create any obligation, expressed or implied, on behalf of the other Party. The Project is a public-private collaboration between two separate and independent entities, each of which has a common interest in creating the Project, but each of which also has objectives and activities outside the scope of the Project and this MOU. The joint effort being formed by the City and GVLT is not a separate legal entity and neither GVLT nor the City shall have the right to bind the other Party vis a vis any third party. The purpose of the collaboration is to work together to complete the Project and achieve the Parties’ common goals as stated in the Recitals above. While GVLT and the City may cooperate in the creation of other projects in the future, the parties acknowledge and agree that this Project is unique and the terms of this MOU shall not create a binding precedent with respect to any future projects. DocuSign Envelope ID: F3A95646-1087-4B00-B770-E647873BFBD9 18. Indemnity and Release. GVLT and the City mutually agree to indemnify, defend and hold the other Party harmless from and against any and all liability to any third party for or from loss, damage or injury to persons or property in any manner arising out of, or incident to, negligent acts, errors, omissions, or willful misconduct in the performance of work on the Project. Each of the City or GVLT shall be solely responsible for any contracts it enters into or other obligations or liabilities incurred by such party in connection with its respective role under this MOU and the Project. 19. Nondiscrimination and Equal Pay. The Parties agree that all hiring by the Parties of persons performing this Agreement shall be on the basis of merit and qualifications. The Parties will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. The Parties will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Parties shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. The Parties shall require these nondiscrimination terms of its subcontractors providing services under this Agreement. The Parties represent they are, and for the term of this Agreement will be, in compliance with the requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act). Parties must report to the City any violations of the Montana Equal Pay Act that subcontractors have been found guilty of within 60 days of such finding for violations occurring during the term of this Agreement. 20. Compliance with Laws. The Parties shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers’ compensation laws, all environmental laws including, but not limited to, the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non-discrimination, affirmative action, and utilization of minority and small business statutes and regulations. 21. Nonwaiver. A waiver by either Party of any default or breach by the other Party of any terms or conditions of this Agreement does not limit the other Party’s right to enforce such term or condition or to pursue any available legal or equitable rights in the event of any subsequent default or breach. DocuSign Envelope ID: F3A95646-1087-4B00-B770-E647873BFBD9 22. Attorney’s Fees and Costs. In the event it becomes necessary for either Party of this Agreement to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in- house counsel to include City Attorney. 23. No Third-Party Beneficiary. This Agreement is for the exclusive benefit of the Parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 24. Counterparts. This Agreement may be executed in counterparts, which together constitute one instrument. 25. Consent to Electronic Signatures. The Parties have consented to execute this Agreement electronically in conformance with the Montana Uniform Electronic Transactions Act, Title 30, Chapter 18, Part 1, MCA. By signing below, each Party agrees and acknowledges that this Memorandum of Understanding accurately reflects their mutual understanding, and that each of them agrees to be bound by the terms and conditions of this Memorandum of Understanding. DocuSign Envelope ID: F3A95646-1087-4B00-B770-E647873BFBD9 THE CITY OF BOZEMAN GALLATIN VALLEY LAND TRUST BY: __________________________ BY: _________________________ TITLE: _______________________ TITLE: ______________________ DATE: ________________________ DATE: _______________________ Approved as to form: By: ________________________ City of Bozeman, City Attorney DocuSign Envelope ID: F3A95646-1087-4B00-B770-E647873BFBD9 Executive Director 7/23/20217/26/2021 City Manager EXHIBIT A Conceptual Project Plan from Westside Connections TOP Application DocuSign Envelope ID: F3A95646-1087-4B00-B770-E647873BFBD9 EXHIBIT B Westside Connections Working Budget with $99,612 TOP Funding July 2021 Project Component Item Detail Funding TOP Proposal GVLT* CILP/ Public Works Wayfinding Components and Signage Map Kiosk (structure and map) GVLT to lead map design Standard kiosk and maps Quant: 6 $15,000 $4,500 $2,000 CILP Trail Totems Totem construction and installation by contractor. Standard totems and signage on multiple sides as needed. Quant: 18 $19,000 $4,500 Wayfinding intersection signs and maps. Installation by contractor or City. Signs and maps on metal backers, steel posts Quant: 154 signs (77 locations, 2 signs per location), 22 maps $51,500 $1,000 ** New gravel path construction Path excavation and gravel placement by contractor. Parks & Rec Dept. directs CILP. Estimated 1,500 lineal ft x 6 ft at $13/lin. ft. $0 $0 ***$13,000 Parks and Trails District or CILP Existing gravel trail re-establishment or improvement Parks & Rec Dept. directs CILP. GVLT-led volunteer projects possible. Estimated 5,500 lineal ft x 3-6’ width, 3” top dressing $3,612 $40,000 State Trails Program Grant ***$39,612 Parks and Trails District or CILP Trail counters Eco-Counter for Path to M and Drinking Horse, mobile counters for west side trails. To monitor trail usage and identify needs for additional trails. $10,500 $1,000 cash Street, curb, crossing improvements Improvement projects determined by City with input from advisory boards. To be determined by City staff with input from advisory boards. $45,000 Total $99,612 $51,000 $99,612 Project Proportion 40% 60% *GVLT sources include Montana Trails Stewardship Grant Program ($50,000 grant; $45,000 within City of Bozeman Parks), material donations, in-kind services, signage sponsorships, and neighborhood support. Alignment with new opportunities: **Staff has included City-wide wayfinding design into the Scope of RFP for Parks, Rec, AT Project. Scope of this component within RFP being defined based on funding sources. ***Based on passing of the Parks and Trails District and funds available, routine maintenance can include trail repair and improvements. DocuSign Envelope ID: F3A95646-1087-4B00-B770-E647873BFBD9