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HomeMy WebLinkAbout26 - Memorandum of Understanding - Bridger Ski Foundation - For Use of the City’s Sourdough Water Treatment Plant City-BSF MOU Page 1 of 5 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 1606 Gold Ave, Bozeman, MT 59715, referred to collectively as the “Parties.” 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. Term 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 two-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 Docusign Envelope ID: E115A226-B9B0-8145-81EA-DCC1760754DF City-BSF MOU Page 2 of 5 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 Docusign Envelope ID: E115A226-B9B0-8145-81EA-DCC1760754DF City-BSF MOU Page 3 of 5 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 Docusign Envelope ID: E115A226-B9B0-8145-81EA-DCC1760754DF City-BSF MOU Page 4 of 5 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 MOU 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 MOU. 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 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. 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 MOU. 19. Survival. The City’s right to 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. Docusign Envelope ID: E115A226-B9B0-8145-81EA-DCC1760754DF City-BSF MOU Page 5 of 5 20.Representatives. BSF and City contacts for purposes of this MOU are: BSF: Name: Evan Weiss, Executive Director, Bridger Ski Foundation Address: 2339 Birdie Drive, Bozeman MT 59715 Phone: 406-587-2445Email: evan.weiss@bridgerskifoundation.org The City: Name: Jill Miller, Water Treatment Plant Superintendent Address: 7024 Sourdough Canyon Road, Bozeman MT 59715 Phone: 406-994-0503 Email: jill.miller@bozemanmt.gov 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: ________________________ ___________________________________ Chuck Winn, City Manager APPROVED AS TO FORM: ___________________________ Greg Sullivan, City Attorney Date Docusign Envelope ID: E115A226-B9B0-8145-81EA-DCC1760754DF 5/13/2026 5/14/2026