HomeMy WebLinkAbout22- MOU - Bridger Ski Foundation - Storage of Equipment at the Water Treatment Plant MEMORANDUM OF UNDERSTANDING
Between
BRIDGER SKI FOUNDATION
And
THE CITY OF BOZEMAN
For Use of the City's Sourdough Water Treatment Plant
THIS MEMORANDUM OF UNDERSTANDING("MOU")is an understanding between
the City of Bozeman,with a mailing address of P.O. Box 1230,Bozeman, MT 59771 (the
"City"),Bridger Ski Foundation ("BSF")with a mailing address of P✓ C;OX V1,H' ,
referred to collectively as the"Parties." C7o;VAha, -VV'VT 51'T-7 I
WHEREAS,the City and BSF have enjoyed a long history of collaboration and partnership
serving the public interest; and
WHEREAS,BSF is a non-profit corporation that provides and funds educational and
competitive ski programs, a part of which includes owning and operating a ski trail maintenance
program to maintain its trails during winter; and
WHEREAS,the City is the owner of certain real property located in the City of Bozeman,
described with more particularity below; and
WHEREAS,both Parties agree that it would be useful to memorialize in writing their
respective roles and responsibilities with respect to BSF's use of the City's property.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. Purpose.The purpose of this MOU is for the City to grant BSF permission to park and store
its Equipment,as described in paragraph 5 of this MOU,and to outline the roles and
responsibilities of the Parties. This MOU is intended to be flexible and may be amended from
time to time, as necessary and agreed to by the Parties.
2. Premises Description.The property that is owned by the City is a designated parking and
storage space located at the Water Treatment Plant,7024 Sourdough Canyon Road,
Bozeman,Montana 59715.
3. Agreement Period.This MOU will become effective beginning on the date last executed
below and will expire three(3) calendar years from the date of execution unless earlier
terminated as provided in paragraph 11 of this MOU.Upon mutual written agreement,the
Parties may extend this MOU for three additional three-year terms.
4. Payment.BSF may use the premises, as described in paragraph 2,for free of charge.
5. Equipment.BSF will store snow grooming equipment on the Premises.BSF agrees to provide
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the City with a list detailing the specific items, including make, model, year, and color, that
will be stored on the premises.
6. Access to the Premises. BSF may enter the Premises at any time to access its Equipment
stored on the premises. BSF agrees that its entrance onto the Premises will not unreasonably
interfere with the City's use.
7. BSF's Responsibilities.
a) Ensure the Equipment is properly stored on the Premises,in its designated location,
and in such a way that it does not create a dangerous or hazardous condition.
b) Maintain at all times property insurance for the Equipment.BSF's policy will be
primary and non-contributory, exclusive of any coverage the City may have.
c) BSF agrees the Equipment is not within the City's custody and control.In addition,to
the fullest extent permitted by law,BSF agrees to indemnify,defend and hold the
City harmless against claims,demands,suits, damages,losses, and expenses,
including reasonable defense attorney fees,to the extent caused by the negligence or
willful misconduct of BSF or its agents or employees.Such obligations must not be
construed to negate,abridge,or reduce other rights or obligations of indemnity that
would otherwise exist.This subsection shall be read in conjunction with paragraph 12
of this MOU.
d) BSF will provide the City with a spare key in the event any of the Equipment listed In
paragraph 5 of this MOU needs to be temporarily moved out of its designated spot.
e) BSF agrees to securely possess the gate code provided by the City for access to the
Premises.
8. City's Responsibilities.
a) Maintain the Premises in a clean and good condition.
b) The City agrees to use the spare key to move the Equipment only in exigent
circumstances. The City will provide BSF notice of the exigent circumstance and the
need to move the Equipment as soon as practically feasible.
c) The City agrees to securely store the keys to the Equipment provided by BSF. The
City agrees to surrender all keys to BSF when this MOU expires.
d) BSF will use reasonable care when operating or moving the Equipment on or off the
Premises, including,but not limited to,ensuring the Equipment is operated in a
prudent and safe manner when it is used on the Premises.
9. Use of Premises. BSF will utilize the Premises solely for the purposes described in
paragraph 1 of this MOU.BSF will have a code for the gate to enter the property after hours
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and/or on weekends to access their Equipment.BSF agrees that it will only distribute this
code to its authorized employees and agents.BSF must provide the City with a list of all BSF
employees and agents, along with their contact information,whom will have access to the
gate code.BSF agrees to update this list within 48-hours of adding or removing an employee
or agent's access to the code, or upon learning that there was a breach of security regarding
whom has access to the code.BSF agrees to ensure the Premises remain securely locked and
will not be left open by its employees and agents who have access to the code.
10.Modification.Modifications to this MOU must be made by mutual written consent of the
Parties.
11.Termination.Either Party may terminate this MOU at any time by providing 90 days'
written notice to the other Party
12.Indemnification. For other than professional services rendered,to the fullest extent
permitted by law,BSF agrees to release, defend,indemnify, and hold harmless the City,its
agents, representatives, employees, and officers from and against any and all claims,
demands,actions,fees and costs (including attorney's fees and the costs and fees of expert
witness and consultants),losses, expenses,liabilities(including liability where activity is
inherently or intrinsically dangerous)or damages of whatever kind or nature connected
therewith and without limit and without regard to the cause or causes thereof or the
negligence of any party or parties that may be asserted against,recovered from or suffered by
the City occasioned by,growing or arising out of or resulting from or in any way related to:
(i)the negligent,reckless,or intentional misconduct of BSF; or(ii)any negligent,reckless, or
intentional misconduct of any of BSF's agents.
BSF's indemnity under this Section shall be without regard to and without any right to
contribution from any insurance maintained by the City. Should the City be required to bring
an action against the BSF to assert its right to defense or indemnification under this MOU or
under BSF's applicable insurance policies,the City shall be entitled to recover reasonable
costs and attorney fees incurred in asserting its right to indemnification or defense,but only if
a court of competent jurisdiction determines the BSF was obligated to defend the claim(s)or
was obligated to indemnify the City for a claim(s) or any portion(s)thereof. In the event of
an action filed against the City resulting from the its performance under this MOU,the City
may elect to represent itself and incur all costs and expenses of suit.
13.Waiver of Claims.BSF waives all claims against the City for injury to persons or property
on or about the Premises, or from use of the Premises.BSF will further ensure that no claim
shall be made against the City due to any act of BSF's employee,officer, or,agent or any
trespasser,including but not limited to the negligent or intentional acts of BSF's employees
in the scope of their respective employment,which are the sole cause such claims.
14.Nondiscrimination and Equal Pay.The Parties agree that all hiring of persons performing
under this MOU will 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
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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 will be subject to and comply with Title VI of the Civil Rights Act of
1965;Section 140,Title 2,United States Code,and all regulations promulgated thereunder.
Further 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 will report to the City any violations of the Montana
Equal Pay Act that Contractor has been found guilty of within 60 days of such finding for
violations occurring during the term of this Agreement.The Parties will require these
nondiscrimination terms of contractors providing services under this MOU.
15.Employment Status.BSF is not an employee or agent of the City.BSF and its employees,
officials, or agents are not subject to the terms and provisions of the City's employee
handbook and are not considered employees for purposes of workers' compensation or any
other purpose.Neither Party is authorized to represent the other or otherwise bind the other
Party.
16.No Joint Venture.Nothing contained in this MOU shall be construed to create any
partnership or agency relationship between the Parties for any purpose,action,or transaction,
including those related to this MOU.
17.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.
18.Dispute Resolution.Any claim,controversy,or dispute between the Parties,their agents,
employees,or representatives shall be resolved first by negotiation between senior-level
personnel from each Party duly authorized to execute settlement agreements.Upon mutual
agreement of the Parties,the Parties may invite an independent,disinterested mediator to
assist in the resolution.If the Parties are unable to resolve the dispute within thirty(30)days
from the date the dispute was first raised,then such dispute shall be resolved in a court of
competent jurisdiction in compliance with the Applicable Law provisions of this Agreement.
19.Survival. The City's right to indemnification and other obligations shall survive the
termination or expiration of this Agreement as specified above or for the maximum period
allowed under applicable law.
20.Representatives.BSF and City contacts for purposes of this MOU are:
BSF:
Name: Evan Weiss,Executive Director,Bridger Ski Foundation
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Address: 2339 Birdie Drive,Bozeman MT 59715
Phone: 406-587-2445
Email: evan.weiss@bridgerskifoundation.org
The City:
Name: Jill Miller,Water Superintendent
Address: 7024 Sourdough Canyon Road,Bozeman MT 59715
Phone: 406-994-0503
Email: jmiller@bozeman.net
IN WITNESS WHEREOF,this MOU has been executed by a duly authorized representative of
each Party as of the day and year written below.
BSF:
Evan Weiss,Executive Director Date
2339 Birdie Drive
Bozeman,MT 59715
City of Bozeman:
dlfi Miller Date
7024 Sourdough Canyon Road
Bozeman,MT 59715
APP D AS TO FORM:
b 0,
Greg Wlivan
City Attorney
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