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AGREEMENT FOR THE OWNERSHIP, LOCATION, AND MAINTENANCE OF TRANSIT SHELTERS LOCATED WITHIN THE CITY OF BOZEMAN This Agreement for the Ownership, Location, and Maintenance of Transit Shelters
Located within the City of Bozeman (the “Agreement”) is entered into this 22nd day of June,
2021 by and between the Human Resource Development Council, District IX, Inc. (hereinafter “HRDC”), a Montana non-profit corporation, and the City of Bozeman, Montana (hereinafter “City”).
Whereas, HRDC operates a municipal transportation system in Gallatin County, Montana
known as Streamline Transit (“Streamline”); and Whereas, HRDC has entered into a Transit Shelter Advertising Agreement (hereinafter “Advertising Agreement”) with Dakota Outdoors for the benefit of transit riders in Gallatin
County, Montana for the installation and upkeep of transit shelters on public or private property
that may carry advertising; and Whereas, this Agreement shall govern all transit shelters owned and/or utilized for municipal transit by HRDC and its subsidiaries, including the transit shelters erected as of the
Effective Date listed on the attached Exhibit A and all transit shelters erected and/or utilized
thereafter by HRDC for municipal transit within the City; and Whereas, HRDC desires to own all transit shelters utilized by its programs, though a HRDC Contractor may, in compliance with all City requirements, erect Transit Shelters and
assign or convey them to the HRDC by way of a separate agreement; and
Whereas the City controls placement of shelters on City-controlled right of way and on City property within the city limits of Bozeman, Montana.
NOW THEREFORE, the parties agree as follows:
1. Term. This Agreement will become effective beginning on the date first written above (“Effective Date”) and will end on the fifth anniversary of the Effective Date unless earlier terminated as provided herein.
2. Ownership/Inventory. The parties agree HRDC will assume ownership, operate,
maintain and insure for liability and property damage all transit shelters currently within the City located on active transit routes. To the extent the City owns any property interest in a transit shelters listed in Exhibit A, subject to the termination provision of this Agreement, the City will cooperate with HRDC to execute ownership transfer documents
satisfactory to both parties to transfer such ownership interest to HRDC. Shelters owned
by Montana State University, Bozeman School District 7, or existing shelters independently owned and maintained on private property are not included in the shelters HRDC must own, operate, maintain, and insure. The parties agree and it is the intention
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of this agreement that HRDC will own, operate, maintain, and insure for liability and
property damage all future transit shelters within the City located on its transit routes.
3. HRDC must maintain an inventory of all transit shelters located within the City that lists each shelter, its location, the owner of the right-of-way upon which the shelter is located, recorded easements or licenses that demonstrate HRDC has the required authority to locate the shelter, information regarding maintenance, and any other item HRDC
determines necessary to demonstrate its compliance with this Agreement. HRDC agrees
it will provide such inventory to the City upon the City’s request.
4. Transfer of Transit Shelters Pursuant to Development Application; Consultation with HRDC. The City will require property owners and developers who install transit shelters pursuant to a zoning application or other City-imposed development requirement to
transfer ownership of such transit shelters to HRDC and HRDC agrees to accept such
transfer of ownership. Prior to conditioning approval of a land use development proposal on the installation of a transit shelter or allowing the installation of a transit shelter to satisfy a development’s parking requirements, the City will send HRDC a written request for comment regarding the need for and location of any transit shelter to be installed by a
property owner or developer as part of a land use development review with a deadline for
responding. City may deem HRDC’s failure to respond in writing as agreement with the proposal and make a decision on the Developer’s proposal based on City policy and regulations.
5. Encroachment Permits/Licenses/Easements.
a. On City Property or Rights of Way: Except as provided in 4(c), HRDC must
obtain an encroachment permit from the City Department of Public Works prior to construction or installation of transit shelters located within City-controlled right-of-way. Construction or installation of a transit shelter on City-owned real property will require a signed license agreement prior to
construction or installation. For transit shelters placed on right-of-way owned
or controlled by the Montana Department of Transportation, HRDC must contact the Bozeman office of MDT and obtain all necessary approvals from MDT prior to installing the transit shelter.
b. On Private Property. Except as provided in 4(c), for transit shelters to be
placed on private property, HRDC must obtain, at a minimum, an easement
for the installation and use of the transit shelter from the property owner. HRDC recognizes in some situations installation of a transit shelter may require site plan review and approval by the City’s Department of Community Development. The easement must be granted to the City.
c. Transit Shelters Pursuant to Development Application. The City will require
property owners who install transit shelters as described in Section 3 to:
i. Grant an easement for transit purposes to the City for transit shelters to be installed on private property.
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ii. Obtain an encroachment permit from the City for transit shelters to be
installed on City-controlled rights of way or from MDT for transit
shelters to be installed on MDT-controlled rights of way.
6. Zoning Compliance/Permits.
a. The installation of transit shelters must conform with all zoning, building code, and other municipal code requirements. As such, HRDC must, prior
to installation of a new transit shelter, consult with the City’s department
of community development and comply with all applicable requirements.
b. Signage within the interior of a transit shelter is exempt from the Bozeman Municipal Code’s (“BMC”) prohibition against off-premises signs if such signage comports with the requirements of 38.560.150, BMC. In
accordance with 38.560.150, BMC, signage on the interior of transit
shelters served by an active fixed route transit service must be reviewed and approved by the City and issued a sign permit. A sign permit may authorize HRDC to change individual advertising without requiring a new sign permit as long as all signage conforms to the same dimensional
standards as the original permit and conforms to the requirements of this
Agreement. Signage within a transit shelter may not distract drivers of vehicles nor be legible from the driving lanes. For purposes of this MOU, “legible from the driving lanes” is defined as meeting the legibility standards contained in the most recent edition of the Manual on Uniform
Traffic Control Devices (MUTCD).
7. Maintenance. HRDC must regularly maintain all transit shelters within City limits in a safe, clean and good state of repair. HRDC will be responsible for snow and ice removal from the area within and under the transit shelters.
8. Removal or Relocation of Transit Shelters. The parties acknowledge and agree that
development application approvals by the City may be conditioned on the location of a
transit shelter within a certain distance of the development. Therefore, no transit shelter may be removed or relocated without prior written approval in writing from the City’s Director of Community Development and compliance with the terms of this MOU.
9. Indemnification; Insurance.
a. HRDC agrees to release, defend, indemnify, and hold harmless the City, its agents,
representatives, employees, and officers (collectively referred to for purposes of this Section 8 as the City) from and against any and all claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of and 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,
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reckless, or intentional misconduct of HRDC or its agents in the performance of this MOU;
or (ii) any negligent, reckless, or intentional misconduct of Dakota Outdoors or its agents
in the performance of the Advertising Agreement. 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 Section must not be construed to negate, abridge, or reduce any common-law or
statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). c. HRDC’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City.
d. Should any indemnitee described herein be required to bring an action against the HRDC to assert its right to defense or indemnification under this Agreement or under HRDC’s applicable insurance policies required below the indemnitee 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 HRDC was obligated to
defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any portion(s) thereof. e. In the event of an action filed against City resulting from HRDC’s performance under this
MOU or Dakota Outdoors’ performance under the Advertising Agreement, the City may
elect to represent itself and incur all costs and expenses of suit. f. HRDC also waives any and all claims and recourse against the City or its officers, agents or employees, including the right of contribution for loss or damage to person or property
arising from, growing out of, or in any way connected with or incident to the performance
of this Agreement except “responsibility for his own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA.
g. These obligations shall survive termination of this Agreement and the services performed
hereunder. h. In addition to and independent from the above, HRDC shall at HRDC’s expense secure and maintain during the entire term of this Agreement insurance coverage through an
insurance company or companies duly licensed and authorized to conduct insurance
business in Montana which insures the liabilities and obligations specifically assumed by the HRDC in this Section for all transit shelters located on City right-of-way or for transit shelters the City has required to be installed as a requirement of approval of a development. The insurance coverage shall not contain any exclusion for liabilities specifically assumed
by the HRDC in subsection (a) of this Section. The insurance shall cover and apply to all
claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City and HRDC shall furnish to the City an
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accompanying certificate of insurance and accompanying endorsements in amounts not
less than as shown on below:
• Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual
aggregate;
• Adequate property insurance to cover replacement costs of each shelter.
i. The amounts of insurance provided shall be exclusive of defense costs. The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional or named insured on a primary non-contributory basis on the Commercial General Liability policy. The insurance and required endorsements must be in a form suitable to City and shall
include no less than a thirty (30) day notice of cancellation or non-renewal. The City must approve all insurance coverage and endorsements. HRDC shall notify City within two (2) business days of HRDC’s receipt of notice that any required insurance coverage will be terminated or Contractor’s decision to terminate any required insurance coverage for any reason.
j. The City must approve all insurance coverage and endorsements within 30 business days of the date of this Agreement. HRDC must provide an updated certificate of insurance annually and inform the City of any changes to HRDC’s insurance.
10. Termination. This Agreement shall terminate:
a. Upon expiration of the term.
b. Upon mutual agreement of the parties in writing.
c. Upon six (6) months’ written notice by either Party to the other.
d. Upon the effective date of formation of a Transit Authority as described in
Section 10.
Upon termination, unless otherwise agreed to by the Parties, ownership of all transit shelters owned by the City prior to the date of this Agreement and which are contemplated by the Parties to be transferred to HRDC pursuant to this Agreement must be transferred to the City. HRDC agrees it will take all steps necessary to transfer ownership of these
shelters back to the City no later than 90 days after the date of termination.
If the parties agree at the time of termination that after termination all transit shelters located within the City will continued to be owned by HRDC, HRDC agrees it must, as long as it owns the shelters ensure: (i) all shelters continue to have and comply with the appropriate encroachment permit or license agreement from the City, MDT, or the property
owner; (ii) all transit shelters are located in areas where perpetual easements, encroachment permits, or license agreements for the installation of the transit shelter and the shelters’ use by the public have been recorded; and (iii) maintain every shelter pursuant to the standards of section six (6) of this Agreement.
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11. Creation of Transit Authority/Transfer of Assets. The parties agree and understand that
HRDC may recommend to the Gallatin County Commission, the Bozeman City
Commission and the Belgrade City Council (collectively, the “Governmental Entities”) that another body or organization (“Transit Authority”) be created or selected to operate a public transportation service in the Greater Bozeman Area. If the Governmental Entities choose to create such a body or organization, upon formation and upon the Transit
Authority providing sufficient evidence to the City of its organizational and financial
capacity to take over the obligations of this MOU, the City and HRDC agree all shelters owned wholly or partially by HRDC will be promptly conveyed to that new entity.
12. Laws and Regulations. HRDC shall ensure its contractors constructing and/or installing transit shelters and advertising within such shelters 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 codes, the Americans
with Disabilities Act, and all non-discrimination, affirmative action, and utilization of
minority and small business statutes and regulations.
Nondiscrimination and Equal Pay. HRDC agrees that all hiring by HRDC of persons
performing under this Agreement will be on the basis of merit and qualifications. HRDC
shall have a policy to provide equal employment opportunity in accordance with all
applicable state and federal anti-discrimination laws, regulations, and contracts. HRDC
shall 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. HRDC shall require these nondiscrimination
terms of its contractors, subcontractors, and any advertiser providing services under this
Agreement.
HRDC represents it is, 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). HRDC must report to the City any violations of the Montana Equal Pay
Act that HRDC has been found guilty of within 60 days of such finding for violations
occurring during the term of this Agreement.
HRDC shall require these nondiscrimination terms of its subcontractors providing services
under this Agreement.
13. No Joint Venture. Nothing contained in this Agreement shall be construed to create any partnership or agency relationship between the Parties for any purpose, action, or
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transaction, including those related to this Agreement. This Agreement does not create a
joint venture or any form of separate legal entity.
14. Representatives.
a. City. The City’s Representative for the purpose of this Agreement shall be the City Engineer or such other individual as City shall designate in writing. Whenever approval or authorization from or communication or submission to City is required
by this Agreement, such communication or submission shall be directed to the
City’s Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when City’s Representative is not available, Contractor may direct its communication or submission to other designated City personnel or agents and may receive approvals
or authorization from such persons.
b. HRDC. HRDC’s Representative for the purpose of this Agreement shall be Sunshine Ross or such other individual as HRDC shall designate in writing. Whenever direction to or communication with HRDC is required by this MOU, such direction or communication shall be directed to HRDC’s Representative;
provided, however, that in exigent circumstances when HRDC’s Representative is
not available, City may direct its direction or communication to other designated HRDC personnel or agents.
15. No Third Party Beneficiary. This MOU 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.
16. 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 negotiated settlement discussions. 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 MOU.
17. Survival. HRDC’s indemnification and other obligations shall survive the termination or
expiration of this MOU as specified above or for the maximum period allowed under
applicable law. In the event HRDC contracts with a different advertising agency other than Dakota Outdoors, HRDC’s indemnification and other obligations detailed in Section 9 related to Dakota Outdoors will be extend and apply to any other company contracted by HRDC to do the same or similar work.
18. Modification. Modifications to this MOU will only be made by mutual written consent of
the Parties.
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#### End of Agreement Except for Signatures ####
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CITY OF BOZEMAN, MONTANA HUMAN RESOURCE DEVELOPMENT COUNCIL DISTRICT IX, INC.
By________________________________ By_____________________________
Jeff Mihelich, City Manager Heather Grenier, President/CEO APPROVED AS TO FORM By_______________________________ Greg Sullivan, Bozeman City Attorney
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Location Reference Roadway Junction Road Side Notes
Mental Health (Walking Path) Ellis Street Haggerty Lane South
The shelter is now on the wrong side of Ellis because of a change to the route. It
shelter will be moved to the Library based higher use.
Town Pump North 19th Avenue East Baxter Lane East
Spring Run Apartments Oak Street 15th Avenue North
Universal Athletics/Price Rite 7th Avenue Tamarack East
Senior Center Tamarack Tracy Avenue South
The Springs of Bozeman N 27th Avenue Catron East
Bridger Peaks Parking Garage Mendenall Bozeman/Tracy On island at Transfer Station There are two shelters at this location.
Post Office N 27th Avenue south of Baxter Lane West
Staples - N 19th Gallatin Center (Parking Lot)East side of parking lot Shelter has been donated by the Rotary Club and is awaiting installation.
Bozeman Public Library Main Street Public Library Entrance South
Will be moving a shelter from Western Montana Mental Health Center to here
because of higher use at the library.
Arrowleaf/Perrenial Park Tscache Lane Sacco Drive north Will be installed as part of this development
Boulevard Apartments Babcock St S Tracy north Strata development will be working with HRDC on installation
Current Shelters
Future Shelters
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