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HomeMy WebLinkAboutMemorandum of Agreement (MOA) between the Friends of the Story Mansion and City of Bozeman.pdf Commission Memorandum REPORT TO: Honorable Mayor and City Commission FROM: Chris Kukulski, City Manager SUBJECT: Memorandum of Agreement (MOA) between the Friends of Story Mansion (FOS) and the City of Bozeman. MEETING DATE: December 14, 2009 RECOMMENDATION: Please review the attached MOA and provide me with direction to sign, amend or reject the attached MOA. BACKGROUND: The Friends of the Story, Inc (FOS) has indicated that their fund raising efforts will be enhanced by signing a MOA and therefore are desirous of an agreement. FOS developed the attached MOA. This document was reviewed by the City Attorney and me and several changes were agreed to. I would like to point out section 5 and section 12 of the agreement as the primary agreed upon restrictions in the agreement. I believe both are reasonable but want to make sure you are aware of them. 5. Operations. A. the City shall operate the Story, including but not limited to, all rentals associated with the grounds, the mansion and/or the Carriage House. B. FOS shall have the right of first refusal to operate The Story if the City elects to outsource the management operations. The City would be required to notify FOS, in writing, of the intension to outsource the operation/management of The Story and allow FOS ninety (90) days in which to notify the City whether or not FOS desires to assume responsibility for operation of The Story. If FOS elects to take over such operational duties, the City and FOS will enter into a separate agreement with regard to the operational/management services to be provided by FOS. 12. DURATION. The term of this Agreement will be one year renewable with the agreement of both parties. At any time during the duration of this agreement both parties can agree to extend the agreement as described in paragraph 6 of this MOA. 349 Please review the attached MOA and provide me with direction to sign, amend or reject the attached MOA. FISCAL EFFECTS: Hopefully, the agreement will assist FOS in their fundraising efforts. As you may recall, the Commission’s action from 2008 requires that the community raise $391,222 to reimburse the City’s general fund. ALTERNATIVES: As suggested by the City Commission. Respectfully submitted, ____________________________ Chris A. Kukulski, City Manager 350 Memorandum of Agreement City of Bozeman/Friends of The Story, Inc. 1 MEMORANDUM OF AGREEMENT ON THE STORY MANSION This Memorandum of Agreement is made and entered into this _____ day of December, 2009, by and between the City of Bozeman, a Municipal Corporation, herein after referred to as “City” and Friends of The Story, Inc., a Montana Non-Profit Corporation, with the purpose of preserving the Story Mansion, located in Bozeman, Montana. R E C I T A L S WHEREAS, the City and Friends of The Story, Inc., a Montana non-profit corporation (hereinafter referred to as “FOS”) desire to enter into this Memorandum of Agreement with regard to preservation of the historic Story Mansion located in Bozeman, Montana; and WHEREAS, the City is a municipal corporation organized under the laws of Montana; and WHEREAS, the City owns Lot 1A, Block 3 in the Butte Addition to the City of Bozeman, as amended, located in the NW ¼ of Section 18, T 2 S, R 6 E (Plat #C-35-F), more commonly described as the Story Mansion located at 811 South Willson Avenue, City of Bozeman, Gallatin County, Montana; and WHEREAS, the Bozeman City Commission finds it is in the best interest of the City to assist in the historic preservation of the Story Mansion; and WHEREAS, FOS, a non-profit entity, with an express mission of dedication to preserving the Story Mansion, including development of the property as an educational, cultural and social center; and WHEREAS, the City and FOS are desirous of entering into a mutually beneficial agreement to facilitate development of the Story Mansion as an educational, cultural and social center with the goal of enhancing community and economic vitality in Bozeman, Montana; and WHEREAS, the City supports the mission of FOS in preserving the Story Mansion; and WHEREAS, the parties find that it is in their best interest and the best interest of the citizens of Bozeman to enter into this Memorandum of Agreement to facilitate the preservation of the Story Mansion. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows: 1. Purpose. This Memorandum of Agreement (“MOA”) establishes the understanding and agreement of the parties for the activities surrounding preservation, 351 Memorandum of Agreement City of Bozeman/Friends of The Story, Inc. 2 restoration and development of the Story Mansion and Carriage House (hereinafter referred to as “The Story”) as an educational, cultural and social center in the City of Bozeman, Montana. 2. Project Description. The Story consists of three (3) above-ground floors, a finished basement and a detached Carriage House comprising of approximately 13,780 square feet. The first phase of restoration of The Story includes, but is not limited to, construction to provide public access to the reception entry area, library, office, living room, dining room, solarium, unisex ADA compliant bathroom and catering kitchen on the first floor and the two (2) ADA compliant bathrooms in the basement, which have access from both the first floor and entry from the outside grounds. A future phase of restoration of The Story includes, but is not limited to, restoration and rehabilitation of the second and third floors, which includes installation of an exterior elevator shaft on the SW corner of the building and elevator, ADA compliant bathrooms, and structural components. 3. Grant Opportunities. FOS anticipates pursuing grant opportunities for further renovation of The Story, but will coordinate any applications with the City, who would administer any such grants awarded. 4. Parties Responsibilities. (A) The City staff and designated representatives of FOS will meet on a regular, scheduled basis to discuss matters of mutual interest, including but not limited to, funding opportunities, rental fees, branding of The Story in local, regional and national markets, naming opportunities in The Story or on the grounds in exchange for a specified donation level. (B) The City agrees to consider, in good faith, and timely act on any proposals submitted by FOS for any donations which include a naming opportunity to be offered to the prospective donor. (C) The City will not impose any limitations, constraints or restrictions on FOS’s ability to partner with other charitable organizations, City Boards, and/or neighborhood organizations with similar missions, including but not limited to preservation of landmark property, historic preservation, and/or operation of mansions held in the public domain. (D) The City and FOS will consult with one another on matters of outsourcing elements of operation and maintenance of The Story. (E) The City acknowledges that FOS may gift certain furniture, equipment, personal property and/or funds to the City for specified uses at The Story Mansion. The City agrees that it will provide a written receipt or confirmation of each such donation within ten (10) days of its receipt by the City. The City further agrees and acknowledges that the City will allocate all such donations to The Story Mansion, as directed by FOS, in writing. 352 Memorandum of Agreement City of Bozeman/Friends of The Story, Inc. 3 (F) The City will be solely responsible for maintaining The Story grounds and improvements, including but not limited to, the Mansion and the Carriage House. The City would also be solely responsible for operations including establishing rental rates and collection of rental fees. (G) FOS will provide the City with a copy of its business plan and any supplemental materials pertinent to its charitable operation. The business plan will be reviewed by the board of FOS annually. (H) FOS will identify the members of the Board of Directors to the City and will keep the City advised of any changes to the Board of Directors or designated persons responsible for conducting business with the City. 5. Operations. A. The City shall operate The Story, including but not limited to, all rentals associated with the grounds, the mansion and/or the Carriage House. B. FOS shall have the right of first refusal to operate The Story if the City elects to outsource the management operations. The City would be required to notify FOS, in writing, of the intension to outsource the operation/management of The Story and allow FOS ninety (90) days in which to notify the City whether or not FOS desires to assume responsibility for operation of The Story. If FOS elects to take over such operational duties, the City and FOS will enter into a separate agreement with regard to the operational/management services to be provided by FOS. 6. Modification and Amendment. This MOA may be modified or amended, only in writing, by the mutual agreement of the parties involved. 7. Supplementation of the Agreement. The parties agree that it may be desirable to provide individual or more specific provisions which may be accomplished through the execution of written supplements to this MOA, as needed. 8. Assignment. This MOA is assignable by FOS only upon the written acceptance of the assignee by the City, which acceptable shall not be unreasonably withheld. 9. Attorney’s Fees. In the event either party incurs legal expenses, including the costs, expenses, salary and fees of in-house counsel, to include the City Attorney, to enforce the terms and conditions of this MOA, the prevailing party is entitled to recover reasonable attorney’s fees and other costs and expenses, whether the same are incurred with or without suit, including fees on appeal. 10. Waiver. No waiver of any default shall constitute a waiver of any other default nor shall such waiver constitute a continuing waiver. No waiver of any term or condition of this Agreement shall constitute a waiver of any other term or condition, whether or not similar, nor shall such waiver constitute a continuing waiver. 353 Memorandum of Agreement City of Bozeman/Friends of The Story, Inc. 4 11. Construction and Venue. This Agreement will be construed under and governed by the laws of the State of Montana. In the event litigation concerning it, venue is in the Eighteenth Judicial District, Gallatin County, Montana and the parties agree to submit to the jurisdiction of such court. 12. DURATION. The term of this Agreement will be one year renewable with the agreement of both parties. At any time during the duration of this agreement both parties can agree to extend the agreement as described in paragraph 6 of this MOA. 13. NOTICES. All notices required under this Agreement shall be deemed properly served if delivered in writing, personally, or sent by certified or registered mail to the last address previously furnished by the parties hereto. 14. Authority. The City and FOS affirm that the undersigned have the authority to enter into this Agreement on behalf of the City and FOS and to bind the City and FOS to this Agreement. IN WITNESS WHEREOF, the parties have hereunto set their hands this _____ day of _____________, 2009. The City of Bozeman By: _______________________________ Its: _______________________________ Friends of the Story, Inc. By: _______________________________ Jane D. Klockman Its: President (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 354 Memorandum of Agreement City of Bozeman/Friends of The Story, Inc. 5 STATE OF MONTANA County of Gallatin On this ______ day of ____________, 2009, before me, a notary public in and for said State, personally appeared ____________________, known to me to be the ___________________ of The City of Bozeman and the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same for and on behalf of the City of Bozeman. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date first above written. ______________________________________ (Print name) Notary Public for the State of Montana (SEAL) Residing at:____________________________ My commission expires:__________________ STATE OF MONTANA County of Gallatin On this ______ day of ____________, 2009, before me, a notary public in and for said State, personally appeared Jane D. Klockman, known to me to be the President of Friends of the Story, Inc., and the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same for and on behalf of the Friends of the Story, Inc. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date first above written. ______________________________________ (Print name) Notary Public for the State of Montana (SEAL) Residing at:____________________________ My commission expires:__________________ 355