Loading...
HomeMy WebLinkAbout13- City of Bozeman and Montana Department of Transportation for MDT Land Exchange Project FINAL 12-6-2013 MEMORANDUM OF AGREEMENT City of Bozeman — MDT land exchange project This Agreement is entered into between the Montana Department of Transportation ("MDT") and the City of Bozeman ("CITY'). WHEREAS, this Agreement identifies the responsibilities of the parties for the proposed exchange of real properties owned by them, to be referred to in this Agreement as MDT's "Rouse Ave, property" and the CITY'S "Nelson Road property"; and WHEREAS MDT's Rouse Ave. property is identified as a tract of land along Rouse Avenue in Bozeman being situated within Section 6, Township 2 South, Range 6 East, P.M.M., in Gallatin County, Montana, known as the parcel described above, and shown as the red and blue shaded areas on Exhibit"A," less and except the shaded area shown on Exhibit "B," attached hereto and made a part hereof; and WHEREAS the CITY's Nelson Road property is identified as a tract of land situated in the NWY4of Section 26, Township 1 South, Range 5 East, P.M,M., Gallatin County, Montana, as shown on Exhibits "C" and "D," attached hereto and made a part hereof; and WHEREAS, the CITY and MDT recognize the advantages to each party of pursuing an exchange of the respective properties to devote the properties to future governmental uses as needed by the CITY and MDT, NOW THEREFORE, for and in consideration of the mutual promises and agreements set forth herein, the parties agree as follows; 1. MDT RESPONSIBILITIES*. MDT will: A. Conduct a real estate appraisal by a qualified licensed fee appraiser, of its Rouse Ave. property, at its sole expense, with the appraisal report to be provided to the CITY. B. Conduct a survey of its Rouse Ave. property, at its sole expense, to include aggregation of the existing lots and blocks, and reservation of right-of-way along Rouse Ave. in accordance with MDT's project Rouse Ave.- Bozeman, STPP 86- 1(44)0 4805-044. MDT will submit the survey to the CITY for review before the survey is made part of the public record. C. Conduct an Environmental Assessment (EA) on the CITY's Nelson Road property, at is sole cost and expense, and provide the EA Report to the CITY. 1 JPage FINAL 12-6-2013 D. Notify Rouse Ave. adjacent property owner Gallatin County of the proposed land exchange and obtain a Release waiving any County interest in purchasing the Rouse Ave. property. E. Petition the CITY for discontinuance of the existing streets and alleys within, the Rouse Ave. property, including filing of a petition for discontinuance and supporting documents, and appearance at any CITY Commission meetings or hearings on MDT's street discontinuance petition. F. Cooperate With the CITY to identify prospective utility and city service installations and site preparation requirements for the Nelson Road property for future completion of such installation and site preparation work by the CITY. G. Obtain a commitment for title insurance covering the CITY's Nelson Road property at MDT's sole expense, and provide a copy of the commitment to the CITY, H. Identify any buildings on the Rouse Ave. property that MDT wishes to retain and remove the buildings from the property at MDT's sole expense. For any buildings that MDT will not retain and remove from the Rouse Ave. property, unless addressed by the appraisal of the Rouse Ave. property, MDT may include the costs of demolition of any remaining buildings in the equalization of the value of the exchanged properties. 1. Remove the fuel storage tanks from the Rouse Ave. property at MDT's sole expense. MDT will provide the City with available information regarding any hazardous substances, including but not limited to asbestos, or petroleum products from the fuel storage tanks on the Rouse Ave. property, and that known contamination has otherwise been rernediated or abated to regulatory acceptable levels. The City is solely responsible for any future environmental impacts incurred by City actions on the Rouse Ave. property, and is solely responsible for obtaining any necessary environmental permits, notifications, or any other necessary environmental clearances. J. Support the City in a request to extend utilities within existing MDT right-of-way along the Frontage Road for installation of sewer and water to serve the Nelson Road property. K. Recognize that(i)the north/south running berm located to the east of the Nelson Road property shall be retained in City ownership, and (ii) the City may use the City-owned property immediately to the east of the Nelson Road property in the future for water reclamation or any other public or private purpose. L Recognize the City will retain ownership of a 60-foot strip of land on the north boundary of the Nelson Road property between Nelson Road and City property to the east for right-of-way, utility, and other purposes. The City will grant MDT an 2 1 P a FIFA . ' 2-6-2013 easement on this strip of land for ingress and egress to the Nelson Road property, provided that the parties can arrive at an agreement to share costs of maintenance of the section of road on this strip of land as it abuts MDT property. M. Provide the City with sufficient information regarding MDT's future development at the Nelson Road property to enable the City to reasonably estimate the amount of impact fees MDT would be required to pay upon its development of the Nelson Road property. MDT may include this estimate in the equalization of the value of the exchanged properties. N. Agree to provide the city a right of first offer should MDT sell or exchange the Nelson Road property. Such right shall be provided for in the conveyance agreement. Any future sale or exchange of the Nelson Road property to the City shall be subject to Mont. Code Ann, §60�-4-202, including notification to all adjacent landowners. 2. CITY RESPONSIBILITIES: The CITY will: A. Conduct a real estate appraisal by a qualified licensed fee appraiser, of its Nelson Road property, at its sole expense, with the appraisal report to be provided to MDT. B. Conduct a survey of its Nelson Road property, at its sole expense, to include a boundary relocation showing an approximately 12 acre parcel in the westerly portion of the existing property as bounded by Nelson Road on the west, East Valley Center Road to the north, Frontage Road on the south, and a new eastern boundary. The new parcel boundaries shall not include any portion of existing roadways and shall recognize the City's reservation of a 60-ft. strip of land on the north boundary of the Nelson Road property. The CITY will submit the survey to MDT for review before the survey is made part of the public record. C. In conjunction With MDT, provide joint maintenance for all boundary roads currently maintained by the CITY. D. Support MDT's request to Gallatin County for access onto Nelson Road, Issue MDT an access/approach onto the CITY's land along the East Valley Center Road alignment east of Nelson Road if requested, E. Conduct an Environmental Assessment (EA) on MDT's Rouse Ave. property, at is sole cost and expense, and provide the EA report to MDT, F. Accept and process MDT's Petition for street and alley discontinuance pursuant to City Commission Resolution 3628, and waive the processing fee. As part of the Petition the City Commission will be requested to grant MDT the entire Width of Montana Avenue. 3 1 P a g e Z�� FINAL 12-6-2013 G. Present MDT's Petition for street and alley discontinuance to the CITY Commission for review and approval of the petition, including final passage of a Resolution of Discontinuance. H. Obtain a commitment for title insurance on MDT's Rouse Ave, property, at the CITY's sole expense, and provide a copy of the commitment to MDT. L Investigate the costs of installation of City services, including water and sewer which do not currently exist at the Nelson Road property to meet all City specifications and requirements for the uses MDT will make of the property, it being the parties' present intent that the City will pay such installation costs to the extent required to equalize the value of the exchanged properties. J. Investigate costs of site preparation at the Nelson Road property, including but not limited to fill, compaction and grading as necessary to prepare the site for building by MDT. The parties intend that the CITY may pay for site preparation only to the extent required to equalize the value of the exchanged properties. Upon receipt from MDT of sufficient information to reasonably estimate the future impact fees MDT must pay to the City upon its development of the Nelson Road property, provide MDT a reasonable estimate of the amount of impact fees MDT will be required to pay and include this estimate in the' equalization of the value of the exchanged properties. 3. MUTUAL TERMS AND CONDITIONS The parties mutually agree as follows: A, The parties will convey fee simple title to their respective properties to each other via mutually agreed-upon instruments of conveyance upon agreement by both parties the land exchange shall occur, B. The parties grant permission to allow each party's employees, staff, contractors or representatives to enter onto the respective properties to conduct activities related to this Agreement. G. The parties will maintain records and make records and staff available to each party, upon request, for activities related to this Agreement. D. MDT's existing facility may remain in place and functional at the Rouse Ave. property site until completion of MDT's new site by MDT at the Nelson Road property, even subsequent to any conveyance of title of the Rouse Ave. property to the CITY for a period to be established in the conveyance agreement. In the conveyance agreement, the parties shall agree how the Rouse Ave. property will be used by each party after closing including timing of the City's occupation and use of acreage on the north end of the property sufficient in size to allow the City to begin construction of its proposed police and court facility and MDT's continued use of the Rouse Ave. property until such time as the City requires use 4 1 P a g e FINAL 12-6-2013 of the north portion of the Rouse Ave. property. MDT's use after closing of the Rouse Ave. property shall be subject to a lease agreement to be executed at or prior to closing based on fair market value. Any area used by the City will be deducted from the leased area in the lease agreement. E. The parties agree that any rent chargeable by the CITY for MDT's use of the Rouse Ave. property after conveyance of title to the CITY may be used to offset any costs incurred by the CITY under this Agreement. Additional rent above these Agreement costs may be waived by the CITY to the extent agreed by the parties in the conveyance agreement. F. The parties agree that each party may obtain title insurance on the property to be acquired by that party, at its own cost and expense, if so desired. G. The parties agree MDT may remove any buildings or structures it wishes to retain from the Rouse Ave. property(as per Section I.H. above). MDT will provide the City a list of the building or structures it will retain within 30 days after execution of the Deeds. For any buildings located on the Rouse Ave. property MDT will not retain, the cost and responsibility of demolishing or removing any remaining buildings or structures will be determined after the appraisal reports are completed. Unless addressed by the appraisal of the Rouse Ave. property, the parties agree it is their intent that costs and fees associated with demolition of any building or structure remaining on the Rouse Ave. property will be apportioned between the parties as necessary to equalize the value of the exchanged properties, to the extent agreed by the parties in the conveyance agreement. 4, OTHER TERMS AND CONDITIONS A. INDEMNIFICATION MDT agrees to protect, indemnify, defend and save harmless the CITY(including its elected officials, employees, agents, and contractors) against and from all claims, liabilities, demands, causes of action,judgments (with any costs and attorney's fees that might be awarded), and losses to them arising in favor of or asserted by any person or entity(including the State or MDT itself) on account of personal injury, death or damage to property which in any way, in whole or in part, results from arises out of, involves or is connected to or MDT's performance or failure to perform as stated in this Agreement. The CITY agrees to protect, indemnify, defend and save harmless the State and Department of Transportation (including its elected officials, employees, agents, and contractors)against and from all claims, liabilities, demands, causes of action, judgments (with any costs and attorney's fees that might be awarded), and losses to them arising in favor of or asserted by any person or entity(including the CITY itself) on account of personal injury, death or damage to property which in any way, in whole or in part, results from arises out of, involves or is connected to or the CITY's performance or failure to perform as stated in this Agreement. 5 1 P a g e FINAL 12-6-20,13 B. NON-DISCRIMINATION MDT and the CITY agree not to discriminate in the fulfillment of this Agreement on the basis of race, color, religion, creed', sex, age, marital status, national origin or actual or perceived sexual orientation, gender identify or disability. Both parties agree this requirement shall apply to the hiring and treatment of employees, contractors, and sub- contractors. CITY agrees to comply with all applicable non-discrimination regulations shown on Attachment A. C, ACCESS AND RETENTION OF RECORDS The CITY agrees to provide MDT, Legislative Auditor, or their authorized agents access to any records necessary to determine MOA compliance(Mont. Code Ann, §18-1-118). The CITY agrees to create and retain records supporting the services rendered or supplied delivered for a period of three years after either the completion date of the MOA or the conclusion of any claim, litigation or exception relating to the MOA taken by the State of Montana or a third party. MDT agrees to provide the City, its auditors, or their authorized agents access to any records necessary to determine MOA compliance. MDT agrees to create and retain records supporting the services rendered or supplied delivered for a period of three years after either the completion date of the MOA or the conclusion of any claim, litigation or exception relating to the MOA taken by the City or a third party, D. ASSIGNMENT, TRANSFER AND SUBCONTRACTING The parties shall not assign, transfer or subcontract any portion of this MOA without the express written consent of the other party (Mont. Code Ann. §18-4-141). E. TERMINATION OF MOA The parties agree to move in an efficient and expeditious manner toward development of these proposals under the conditions specified within this MOA. The parties may mutually terminate this Agreement by written agreement at any time. This Agreement will also terminate upon the occurrence of the following: (a) Either party may terminate or reduce the scope of this Agreement or project if the party's funding is reduced for any reason; (b) Termination for Cause: Either party may terminate this Agreement in whole or in part at any time the other party falls to perform the Agreement pursuant to the conditions set forth in this Agreement; (c) Either party may terminate this agreement without cause within 60 days after fair market value of the properties is established by appraisal; (d)This Agreement shall terminate upon notice by the City to MDT that the Bozeman City Commission will not approve an ordinance authorizing the proposed land exchange; 6 1 P -,i g FINAL 12-6-2013 (e) This Agreement shall terminate upon: the parties' execution of a conveyance agreement governing the land exchange contemplated by this Agreement. If the Agreement is terminated for any reason, each party shall bear its own costs incurred to the termination date. F. CONVEYANCE AGREEMENT The parties agree to negotiate diligently and in good faith in efforts arrive at a definitive and binding conveyance agreement governing the exchange of the Rouse Ave, and Nelson Road properties. The parties agree it is their intent that costs and fees associated with the following items will be included by the parties proportionately and as necessary to equalize the value of the exchanged properties: demolition of buildings MDT will not retain from the Rouse Ave. property; sewer and water installation to the Nelson Road property ; site preparation on the Nelson Road property; rent payable by MDT for its occupation of the Rouse Ave. property after closing; a reasonable estimate of the impact fees MDT must pay for development of its facilities at the Nelson Road property; and, as agreed upon by the parties, other miscellaneous fees and related expenses. G. MODIFICATIONS AND AMENDMENT This MOA may be modified or amended, in writing, by agreement of the parties involved. H. GOVERNING LAW This MOA is governed by the laws of the State of Montana. In case of conflict between the obligation imposed by this MOA and Montana law, Montana law will control. 1. RELATIONSHIP OF THE PARTIES Nothing contained in this MOA shall be deemed or construed by either party hereto or by any third party to create the relationship of principal and agent or create any partnership,joint venture or any other association between MDT and the CITY, IN WITNESS WHEREOF, the Director of Transportation's authorized representative has signed on behalf of the State of Montana, and the City Manager has signed, on behalf of the City of Bozeman. [Signatures on next page] 7 ' P FINAL 12-6-2013 APPROVED FOR THE CITY APPROVED FOR THE STATE Bozeman City Commission Montana Department of Transportation. City Manager MDT e istrict Administrator Date: 12 — 20 13 Date: lV . 20_ j VS q 4.+A'N C S ATTEST: - D Maintenance iv, Adminis ator 7 - By h ._ . . Date I , 20 APPROVED AS TO FORM ARID APPROVED FOR LEGAL CONTENT .CORD 1 EN By; By, y rney MDT Legal Counsel 8 Pa e