HomeMy WebLinkAbout23 - Easement Type Unknown - Bozeman Health & Gallatin Valley Land Trust - Highland Glen Nature Preserve, Minor SubdivisionNo 162C Return to:
City of Bozeman
City Clerk
PO Box 1230
Bozeman, MT 59771-1230 LAND USE LICENSE
THIS LAND USE LICENSE (this "License") is given by Bozeman Deaconess Health Services,
d/b/a Bozeman Health,whose address is 915 Highland Boulevard,Bozeman,Montana 59715 (hereinafter
referred to as the "Licensor") to Gallatin Valley Land Trust, whose address is 212 South Wallace, Suite
102, P.O. Box 7021, Bozeman, Montana 59771 (hereinafter referred to as "GVLT") and the City of
Bozeman, whose address is 121 North Rouse, Bozeman, Montana 59715 (hereinafter referred to as the
"City"). Reference herein to "Licensees" shall mean collectively GVLT and the City.
RECITALS
A. The Licensor owns and possesses certain real estate in Bozeman, Montana which land is
particularly described on Exhibit A attached hereto (referred to as the "BH Land");
B. The Licensor and Licensees previously entered into a Land Use License(referred to as the"Original
License") for the purposes of developing non-motorized trails for pedestrian, cross-country skiing,
and bicycle use by the general public on a portion of the BH Land known as the "Highland Glen
Nature Preserve" which Original License expired on October 15, 2016;
C. The Licensor granted a temporary extension of the Original License to Licensees on October 14,
2016 to allow time for the parties to negotiate a new license agreement;
D. The Licensor also entered into a Trail Construction Agreement with GVLT on May 11, 2013,
giving GVLT permission to construct and develop certain trails on the BH Land as envisioned by
the Original License(referred to as the "Trail Construction Agreement");
E. Under the Original License and Trail Construction Agreement,the trails within the area known as
"Highland Glen Nature Preserve"were successfully constructed,safely utilized by the public,and
have become an important part of the City's trail system;
F. On November 5, 2018, the Licensor and Licensees fully executed a 5-year Land Use License
(referred to as the"2018 License")permitting the Licensees to continue utilizing that portion of the
BH Land known as "Highland Glen Nature Preserve" for the purpose of offering to the general
public access to and upon the existing trails located thereon,subject to the terms and conditions set
forth herein; and
G. The parties now wish to renew the 2018 License to permit Licensees to continue offering general
public access to and upon trails within the Highland Glen Nature Preserve.
NOW THEREFORE,the parties agree to the following terms and conditions:
l. Incorporation of Recitals. The parties agree that the foregoing recitals are true and correct, and
shall be incorporated herein by this reference.
2. License for Trails; Description and Location. In consideration of GVLT's and the City's
promises herein, Licensor gives permission, revocable and terminable as hereinafter provided to
Licensees to use the area known as"Highland Glen Nature Preserve"on the BH Land (as depicted on the
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Exhibit B attached hereto and incorporated herein by this reference)(referred to as the "License Area"),
for the purpose of maintenance and management of existing and future non-motorized trails and trail-
related infrastructure for pedestrian and bicycle use by the general public as a part of and an extension of
the City's trail system, subject to the terms and conditions as set forth herein. For the purposes of this
License, "trail-related infrastructure"refers to bridges, culverts,public use gates(including bracing
supporting such gates), and other physical structures that facilitate general public recreational trail use
within the License Area. Licensees, by affixing their authorized signatures to this License,promise to
comply with and abide by the terms and conditions herein.
3. Term. The term of the License will commence on the execution of this Agreement and will
continue for five(5)years thereafter unless earlier revoked or terminated by Licensor as provided herein.
4. Licensees' Responsibilities. Licensees' responsibilities under this License shall be allocated
between them as follows:
a. GVLT shall be responsible for the following:
i. Physically maintaining and repairing the trails and trail-related infrastructure within
the License Area in a safe condition for non-motorized recreational use by the
general public;
ii. Locating and constructing trails and trail-related infrastructure and improvements
within the License Area authorized by this License;
iii. Controlling noxious weeds along the trail corridors within the License Area;
iv. Providing proper signage for the safe use of the trails within the License Area by the
public; and
V. Picking up litter caused by the public.
b. The City shall be responsible for the following subject to the qualification in section c. below:
i. Managing public use of the trails within the License Area in accordance with the
rules, regulations, procedures and practices that apply to the City's system of public
pedestrian and non-motorized use trails;
ii. Assisting with any parking problems associated with the use of the trails within the
License Area; and
iii. Ensuring that trails are utilized during a time that does not interfere with the quiet
enjoyment of surrounding neighborhoods.
c. GVLT and Licensor recognize the City has limited resources to manage public use on trails
developed on the BH Land. As such, GVLT and Licensor agree the City's monitoring and
inspections of trails,trail-related infrastructure, and public use will be infrequent and not
regularly scheduled. While the City agrees to manage public use of the trails within the
License Area in accordance with the rules, regulations,procedures and practices that.
generally apply to the City's system of public pedestrian and non-motorized trails and
Licensor authorizes such oversight, Licensor and GVLT agree the City shall not be
responsible for actively monitoring the public's use of the trail system.
5. Title to Property. Licensees hereby acknowledge the title of Licensor in and to the BH Land
and agree never to assail or to resist the title.
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6. Prior Title Rights. All rights herein provided to Licensees are subject to all existing rights,
rights of way, reservations, and easements by whomever held in and to the BH Land.
7. Limitation of Public Access. Nothing herein shall be construed as a grant to the general public,
or to a person or persons, of the right to enter upon any part of the BH Land other than the License Area
for uses described herein.
8. Use of License Area by Licensor. Except for the rights expressly provided to Licensees herein,
Licensor reserves to itself, its representatives, successors and assigns all other rights arising out of the
ownership of the BH Land and the License Area, including,without limitation,the right to use the
License Area for purposes which will not unreasonably interfere with the Licensees' enjoyment of the
rights provided by this License. In particular,Licensor reserves the right to enter into separate license
agreements with the Bridger Ski Foundation, or other organizations,to provide winter recreational use
opportunities including cross-country ski trails on the License Area.
9. Limitation on Liability. Licensor shall enjoy the limitations on legal liability involving
recreational use of the License as provided for in Sections 70-16-301 and 70-16-302 of the Montana Code
Annotated, and nothing herein shall be deemed to limit Licensor's rights under said statutes.
10. Farm Leases. Licensees understand and acknowledge that historically the Licensor has leased
portions of the BH Land adjacent to the License Area to third parties for growing crops and livestock
grazing(referred to as "Farm Leases").
a. Licensor:
i. Hereby represents and warrants to Licensees that any third party holding a Farm Lease
(referred to as a"Farm Lease Lessee") shall have no right to object to, or to prevent,
Licensees' exercise of the rights and privileges conferred under this License;
ii. Will notify any Farm Lease Lessee of the existence of this License and of its terms
and conditions; and
iii. Will communicate to the Licensees in writing any reasonable request for repair or
maintenance of trail-related infrastructure received by a Farm Lease Lessee that(A)
Licensor deems consistent with Licensees' responsibilities enumerated in Paragraph 4
of this License or(B)may negatively affect that Farm Lease Lessee's rights under its
Farm Lease with the Licensor. Licensor acknowledges that Licensee shall bear no
liability for-nor have any duty to act upon-requests arising under this paragraph that
stem from the negligent acts or omissions of a Farm Lease Lessee.
b. Licensees:
i. Agree that the uses permitted by this License shall not interfere with the rights of any
Farm Lease Lessee;
ii. Agree to carry out their responsibilities as outlined in Paragraph 4 of this License: a)as
soon as reasonably practicable after Licensor notifies Licensees of a reasonable request
denoting urgent circumstances(i.e., unsecured gates) and b) within 2 business days
after Licensor notifies Licensees of any non-urgent request for repair or maintenance of
trail-related infrastructure. Licensees' business days are defined as Monday through
Friday, excepting any federal, state, or local holidays. The parties will agree on the
installation of appropriate signage delineating contact personnel in the event of a
situation requiring intervention in accordance with this provision.
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11. Drainage Sensitive Area. Licensees agree that those portions of the trail system near and
adjacent to the Drainage Sensitive Area marked on Exhibit B shall be used and maintained in a manner as
to not cause drainage issues for the buildings and any other improvements on the adjacent property.
Licensees, at their expense, shall make improvements to the trail system near the Drainage Sensitive Area
as necessary to prevent damage to the buildings and other improvements on the adjacent property.
12. Trail Changes. GVLT shall obtain Licensor's prior written consent to any material
improvements, changes, modifications or additions to the existing trail system within the License Area.
13. Insurance. GVLT shall maintain comprehensive and general liability insurance in the amount of
at least$1,000,000.00 per claim and $3,000,000.00 in aggregate insuring GVLT against loss and liability
for damages including, but not limited to, personal injury, death,or property damage arising out of or in
connection with GVLT's location, construction and physical maintenance of the trail system on BH Land
by GVLT or those under its direction or with its permission. The required insurance policy must not
contain an animal liability exclusion. As partial consideration for this License, GVLT's general liability
policy must name Licensor,the City,and any additional lessees, including Farm Lease Lessees, as an
"Additional Insured"party, and GVLT must provide Licensor with written evidence of such coverage
upon receipt of Licensor's request. In addition,the policy or policies shall contain a provision that no
cancellation thereof shall be effective by the insurer without thirty (30)days written notice to Licensor.
14. Indemnification.
a. Licensees will defend, indemnify and hold harmless the Licensor, its officers, agents, and
employees, against and from any and all actions, suits,judgments, claims,demands, costs,
expenses (including attorney's fees) and liabilities of any character whatsoever, brought or
asserted for injuries to, or death of any person or persons or damages to property arising out
of, resulting from, or occurring in connection with Licensee's responsibilities, as set forth in
Paragraph 4, and other obligations under this License.
b. Licensor will defend, indemnify and hold harmless the Licensees, its officers, agents, and
employees, against any negligent acts or omissions of Licensor in connection with Licensor's
obligations under this License.
15. Revocation. This License may be revoked, suspended or modified at the will of the Licensor
under the following circumstances:
a. upon thirty (30)days written notice of a material breach of any of the terms and conditions
herein and Licensees failure to cure; or
b. upon one hundred eighty (180) days' written notice in the event Licensor includes all or any
portion of the License Area in a plan for higher and better use, development, land exchange
or sale; or
c. in the case of an emergency,at any time without giving any notice.
16. Revocation.Upon revocation, surrender or termination of this License, it is expressly understood
and agreed that Licensees will leave all trail facilities in a clean, safe and sanitary manner,at no cost to
Licensor, and shall comply with all ordinances, conditions, statutes and regulations applicable thereto. If
GVLT and/or the City fail to comply with the terms of this Paragraph 16, Licensor may undertake all
actions and expenses necessary to restore the trail system and its facilities to a clean, safe, functional
condition and shall be entitled to reimbursement of such costs and expenses from GVLT and/or the City.
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17. Notice. Written notice shall be deemed to have been received when the same is deposited in the
United States Mail,properly addressed, postage prepaid, certified mail, return receipt requested.
Notice to GVLT shall be directed to:
Gallatin Valley Land Trust
212 S Wallace, Suite 102
Bozeman, MT 59715
Notice to The Licensor shall be directed to:
Bozeman Health
Attn: Legal Department
915 Highland Blvd.
Bozeman, MT 59715
Notice to the City shall be directed to:
City of Bozeman
Attention Director of Parks and Recreation
PO Box 1230
Bozeman, MT 59771-1230
18. Amendment. Any amendment or modification to this License or any provision herein shall be
made in writing and executed in the same manner as the original document and shall after execution
become a part of this License.
19. Assignment. GVLT's privileges hereunder shall not be assignable by GVLT, in whole or in part,
except to the City. Notwithstanding any provision in this License that may be construed to the contrary,
however, Licensor understands and agrees that GVLT's trail development and maintenance is intended to
be for the benefit and use of the general recreating public.
20. Governing Law. In the event any dispute arises over the interpretation or enforcement of the
terms and conditions of this license,the laws of the State of Montana shall govern resolution of such
dispute.
21. Attorney's Fees. In any action brought by Licensor or Licensees to enforce any of the terms of
this License, the prevailing party in such action shall be entitled to recover its reasonable attorney fees
and costs from the non-prevailing party(ies).
22. Binding Effect. The rights, conditions and provisions of this License shall inure to the benefit of,
and be binding on,the successors and assigns of the parties hereto.
23. Entire Agreement. This license sets forth the entire agreement of the parties and supersedes all
prior discussions, negotiations, understandings, or agreements, all of which are merged herein. The
parties agree that the Recitals are true and correct and accurately reflect their intentions as of the date of
this license.
24. Waiver. Licensor's failure to require strict compliance with the terms and conditions of this
License or to exercise any right provided herein, shall not be deemed a waiver of Licensor's rights herein
with respect to revoking or terminating this License.
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25. Execution. This License shall not be deemed effective until all parties named have executed the
agreement.
26. Counterparts. This License may be executed simultaneously in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
27. Severability. If a part of this License is invalid, all valid parts that are severable from the invalid
part shall remain in effect.
28. Time. Time is of the essence to the terms of this License.
29. Authority. Each party hereto expressly warrants and represents that the person signing this
License below has actual authority to bind the entity for which he or she signs for the term of and to the
conditions of this License, and upon request, each shall furnish the other party with appropriate
resolutions authorizing the execution of this license by the party signing below.
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IN WITNESS WHEREOF,we have hereunto set our hands and seals on the dates subscribed below.
City:
By:
A-SS p5+ayjBozeman City Manager "
STATE OF MONTANA )
ss.
County of Gallatin )
This instrument was acknowledged before me on the (,g day of NJfOJC , 2023 by
./ 4ef€N4ihelielr, as City Manager for the City of Bozeman, Montana.
�ed
blic for the St to of Mont na
Prame: T1,V�
L) JULIE HUNTER Residing in 0;: eA1VyQ,-U—
p'; Notary Public �+
;'Np7nq,q�. :for the State of Montana My Commission Expires: O watt- 1l , 2
Residing at:
9 SCAI •=e; Bozeman, Montana
OF Mn�P My Commission Expires:
J ne1 , 20
By:
Chet Work
Executive Director
STATE OF MONTANA )
ss.
County of Gallatin )
This instrument was acknowledged before me on the 31 day of()Ala,� , 20 23by
CkL4 Woes , as 4Aa E .oEiy�err of GVLT.
KATIE MOYER
��`EMorF9 NOTARY PUBLIC for the
;aoznRrq�. State of Montana N Public S for the ate of Montana
* SEAL * Residing at
=Q Bozeman, Montana Printed Name:
9rF6; <P My Commission Expires
AL) April 07, 2027 Residing in F2.Z¢v
My Commission Expires: ,��
7
2814739 Page 8 of 10 1 1/06/2023 033438 PM
BOZEMAN DEACONESS HEALTH SERVICES d/b/a BOZEMAN HEALTH
By: ` / ,� a 4,�- ,��
Ka hryn B rtany, MD fJ
Chief Executive Officer
STATE OF MONTANA )
ss.
County of Gallatin )
,� 1Thi`s instrument was acknowledged before me on the �� day of NDv-mom , 20 Z3 by
TYmriD. ri&nU , as �D of Bozeman Deaconess Health Services
d/b/a Bozeman Health.
CHERYL HELM
NOTARY PUBLIC for the Notary Public for the State of Montana
_;0 State of Montana , I
* SEAL :* Residing at Printed Name: Ck�rUl tofl
N.A•. �S^ r l Bozeman, Montana Residing in �6xryi n� tv rf) U, CL'
9l 1�/I
FOF�o Y Commission Expires
March 03,2027 My Commission Expires: 313 l W ah
BOZEMAN DEACONESS HEALTH SERVICES d/b/a BOZEMAN HEALTH
By:
Brad Ludford
Chief Financial Officer
STATE OF MONTANA )
ss.
County of GallatinPt
)
This instrument was acknowledged before me on the J day of t`04e-y-nbtV' , 20Z.3 by
BrC&��d EoYd. , as CF 0 of Bozeman Deaconess Health Services
d/b/a Bozeman Health.
CHERYL HELM N44 Usti^_
......Fc� NOTARY PUBLIC for the Notary Public for the State of Montana
State of Montana
*= SEAL * Residing at Printed Name: CYI.t'Xz-( k MYyL
^�•. Q Bozeman,Montana ��JZC Ia�'t Qvtal�bw1k,
9TF�FMO• )MY Commission Expires Residing in �
March 03,2027 My Commission Expires:
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EXHIBIT A
BH LAND DESCRIPTION
Tract 3A of Minor Subdivision No 162C, to the City of Bozeman, Gallatin County, Montana,
according to the official plat on file and of record in the office of the County Clerk and Recorder
Gallatin County, Montana.
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