HomeMy WebLinkAboutAppendix X - Hold Harmless Agreement Signed Inter-office Original to:
City of Bozeman
Planning Department
P.O.Box 1230
Bozeman,MT 59771-1230
INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
HOMESTEAD AT BUFFALO RUN SITE PLAN
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This agreement is made and entered into this day of �tsr' , 2092;by and
between Buffalo Run Bozeman,LLC,a Colorado limited liability company,with a mailing address
of 5400 Fowler Lane, Bozeman, MT 59718, hereinafter referred to as "Developer," and the City
of Bozeman, a Municipal Corporation of the State of Montana operating pursuant to its Charter,
with a mailing address of 121 North Rouse Avenue, Bozeman, Montana 59715, hereinafter
called the "City."
In consideration of the mutual promises, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, including the City accepting Developer's
professional engineer's certification provided pursuant to BMC §36.410.060.D.3 relating to
agricultural water user facilities,the Developer and City hereby agree as follows:
1. Realignment\Relocation of Agricultural Water User Facility Certification Required.
The Developer submitted proposals to realign and\or relocate agricultural water user
facilities impacted by the Homestead at Buffalo Run Site Plan and has certified that the
water entering and exiting the realigned or relocated facilities are the same quality and
amount of water that entered or exited the facility prior to realignment or relocation of the
agricultural water user facilities. The City has approved application 21424 subject to
certain limitations and conditions, which include the Developer entering into this
Agreement.
2. Release/Hold Harm less/Indemnification.
a. Developer agrees to release, indemnify and hold harmless the City, its officers,
agents, and employees (the "Indemnitees") from and against any suit, cause of action,
claim, cost,expenses,obligation, and liability of any character, including attorney's fees to
Homestead at Buffalo Run Site Plan Hold Harmless Agreement Application#21424
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4892-3584-6188.v3
include costs and salary of attorneys employed by or retained by the City, which are
brought or asserted for any injury,death, or physical damage to property, costs, damages,
and for any other expenses, costs, and fees related to loss of use of property or other
economic losses of any nature, as the above may be received or sustained by any person,
persons, property, business or any other entity, arising out of or resulting from, or in
connection with the City's decisions regarding the approval,conditional approval,or denial
of zoning or building permits related to Hpmestead at Buffalo Run Site Plan.
To the fullest extent permitted by law, Developer waives all claims against Indemnitees
and their agents, insurers, and consultants, including any and all claims for or entitlement
to special, incidental, indirect, or consequential damages arising out of, resulting from, or
in any way related to the realigned or relocated agriculture water use facilities.
b. Such obligations shall not be construed to negate,abridge,or reduce other rights or
obligations of indemnity that would otherwise exist. The indemnification obligations of
this Agreement must not be construed to negate, abridge, or reduce any common-law or
statutory rights of the City which would otherwise exist.
C. Developer's indemnity under this Agreement shall be without regard to, and
without any right to, contribution from any insurance maintained by City.
d. Should the City be required to bring an action against the Developer to assert its
right to defense or indemnification under this Agreement, the City shall be entitled to
recover reasonable costs and attorney fees, including costs and salary of attorneys
employed by or retained by the City incurred in asserting its right to indemnification or
defense, but only if a court of competent jurisdiction determines the Developer was
obligated to defend the claim(s) or was obligated to indemnify the City for a claim(s) or
any portion(s)thereof.
e. An Indemnitee seeking indemnification under this Agreement shall give the
Developer: (i) prompt Notice, as defined in Section 3(e)'below, of the relevant claim;
provided however,that failure to provide,such notice shall not relieve the Developer from
its liability or obligation hereunder except to the extent of any material prejudice directly
resulting from such failure; and (ii)reasonable cooperation in defense of such claim. The
Developer shall have the right to control the defense and settlement of any such claim;
provided, however, that the Developer shall not, without prior written approval of the
Indemnitees,settle or dispose of any claims in a manner that affects the Indemnitees' rights
or interests.
Homestead at Buffalo Run Site Plan Hold Harmless Agreement Application#21424
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f. In the event of an action filed against the City resulting from the City's performance
under this Agreement,the City may elect to represent itself and incur all costs and expenses
of suit.
g. These obligations shall survive termination of this Agreement and the services
performed hereunder.
3. Miscellaneous.
a. Successors and Assigns. The terms, covenants, and conditions of this Agreement shall
run with the land and be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and assigns.
b. Attorney's Fees and Costs. That 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`ariy 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 including those attorneys employed by or retained by the City.
c. Governing Law. This Agreement is executed and delivered and is to be performed in,
and shall be governed by and construed in accordance with, the laws of the State of
Montana.
d. Entire Agreement. This Agreement expressly terminates all previous agreements
among the parties related to the property and constitutes and contains the entire
agreement between City and Developer and supersedes any and all prior negotiations,
correspondence, understandings, and agreements between the parties respecting the
subject matter hereof, except the Improvements Agreement.
e. Notice. Any notices, requests, consents, claims, demands, waivers, summons, or other
legal process, or similar types of communication hereunder(each a"Notice")must be
in writing and addressed to the relevant party at the addresses set on the first page of
this Agreement, or to such other address that may be designated by the receiving party
from time to time. All Notices must be delivered by personal delivery, nationally
recognized overnight courier (fees pre-paid), or certified or registered mail (return
receipt requested, postage prepaid). A Notice is effective on receipt by the receiving
party and if the party giving Notice complied with this section.
f Counterparts. This Agreement may be executed in counterparts, each of which is
deemed an original,but all of which constitute one and the same agreement.
####END OF AGREEMENT EXCEPT FOR SIGNATURES####
Homestead at Buffalo Run Site Plan Hold Harmless Agreement Application#21424
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City of Bozeman
Date:
Director of Community Development
Developer-Buffalo Run Bozeman, LLC
Signature: Date: 3lgwZ
Printed:
Title:_►1�/&44 a Ea. rA EYVA Bar—
STATEOF IMv nkr�n )
:ss
COUNTY OF
On this I day of iP-�A&w%+ , 2022, before me,the undersigned, a Notary
Public for the State of M,nkc. yll , personally appeared
known to me to be the developer that executed the within instrument, and acknowledged to me
that he executed the same as and on behalf of Buffalo Run Bozeman ,LLC.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
(SEAL) (Printed& Signed name)
Notary Pub]is for the State of Mo t\k-f,
Residing at 3otc.r„w.
My Commission Expires: Dec.c rn.1va 01g,Zozu
(Use four digits for expiration year)
CYNTHIA M EDGMOND
M'E)G� Notary Public
Tna141-yfor the State of Montana
U —•— �= Residing at:
1*-- SEAL.',h= Bozeman, Montana
My Commission Expires:
°j- December 8,2024
Homestead at Buffalo Run Site Plan Hold Harmless Agreement Application#21424
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