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HomeMy WebLinkAbout14-G25 Holdings, LLC Agreement for the use of Parking Spaces 2475984/2014 03:18 16 PM Fee $49.00 Charlotte Mills - Gallatin County, MT MISC 11111111111111 IIIIIIIIII 11111 IN IF 1111111111111111111111111111111 IN AFTER RECORDING PLEASE RETURN TO: Scott Lee Parking Manager, City of Bozeman PO Box 1.230 Bozeman, MT 59771-1230 1 mt BOZEMAN PARKING COMMISSION AGREEMENT FOR THE USE OF PARKING SPACES IN THE BRIDGER PARK DOWNTOWN INTERMODAL FACILITY THIS AGREEMENT made and entered into this7th day of March 2014 by and between the BOZEMAN PARKING COMMISSION, an entity of the City of Bozeman, Montana, created pursuant to City of Bozeman Resolutions 1676, 1839, and 3893 and formed under the laws of the State of Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771 (the "Parking Commission") and G25 Holdings, LLC (hereinafter the "Hotel"), with an address of 528 W, Cameron Bridge Road, Bozeman, MT and a mailing address of 528 West Cameron Bridge Road, Bozeman, MT 59718. WHEREAS, the City of Bozeman is the recipient of a Congressional appropriation dedicated to the construction of the Bridger Park Downtown lntermodal Facility (Bridger Park); and WHEREAS, the Parking Commission is the entity charged with the regulation of parking in the City of Bozeman and is authorized by law to enter into lease and rental agreements for the long term use of the Bridger Park. NOW THEREFORE, in consideration of the mutual promises and consideration hereinafter described, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do agree as follows: Page 1 of 7 I. Purl2ose. The Hotel desires to use parking spaces in the Bridger Park for the sole purpose of providing parking for the Hotel, located at 2 5 E a s t M e n d e n h a I I Street, Bozeman , Montana . Said parking shall be for the use of the Hotel, including without limiting, its owners, employees, guests, invitees, and suppliers. This Agreement sets forth the terms pursuant to which the Parking Commission authorizes the Hotel to use such parking spaces. 2. Terra of AgrgegLng nt/Term i nation. This Agreement shall be executed and effective no later than Final Site Plan approval from the City of Bozeman Department of Community Development. The term of lease for parking spaces as provided for herein shall commence no later than the issuance of a certificate of occupancy from the City of Bozeman Building Division. The lease issued hereunder shall be in effect for no less than 25 years from the date of lease of parking spaces. The parties may renew this Agreement and the lease issued hereunder for five (5) additional five (5) year periods upon written request by the Hotel. The Hotel may not terminate this Agreement without the prior written consent of the Parking Commission. The Parking Commission may not terminate this Agreement unless such termination is required by law. Notwithstanding the above, unless otherwise authorized by the Parking Manager in writing, this Agreement shall terminate automatically should the final site plan approval for the Hotel, if granted by the City of Bozeman, lapse pursuant to the requirements of 38.19.120.E, BMC but in no case shall this Agreement remain in effect including the obligation of the Parking Commission to lease parking spaces under this Agreement should the Hotel not obtain a building permit from the City of Bozeman within two (2) years of the effective date of this Agreement. In addition, this Agreement shall terminate if a building permit is issued within two (2) years of the effective date of this Agreement but a final occupancy permit is not issued by the City of Bozeman due to no fault of the Hotel within four (4) years of the effective date of this Agreement. 3. Number and Use of Parking Sl?aces'. The Parking Commission shall make available to the Hotel no more than Sixty (60) spaces for the sole purpose of providing parking, and access thereto, for the use of the Hotel on a 24-hour basis. The Parking Commission shall, upon request, provide the Hotel notice of how many parking Page 2 of 7 spaces are available on or before December 31 each year. In addition to the above, the Parking Commission shall provide repair and maintenance, including without limiting, graffiti removal, striping, and pothole/crack repair during normal business hours. 4. Rate and Adigstment/W Access Cards. The Hotel shall pay the Parking Commission a bulk rate of thirty o n e d o l l a r s and f i f t y c e n t s ($31.50) per month per space upon commencement of the lease as set forth in paragraph 2. The Parking Commission may increase the rate without prior notice to the Hotel on an annual basis in accordance with Parking Commission policy. Such policy requires rates to be established in compliance with the Master Agreement as discussed in Section 5, below. The Parking Commission may charge a refundable deposit and actual costs of replacement for AV] access cards. 5. Federal Faciii:bL/Parking Commission Control. The Hotel recognizes the City of Bozeman constructed the Bridger Park with funds obtained through a Congressional appropriation as administered by the United States Department of Transportation's Federal Transit Administration (FTA Project No. MT-04-0004-00). In addition, the Hotel recognizes the City of Bozeman annually enters into an agreement with the FTA called the Master Agreement (FTA MA(19), October 1, 2012) (Exhibit A). In its use of parking spaces under this Agreement the Hotel shall take no action which would adversely affect the federal interest in the Bridger Park and shall at all times use the parking spaces in a manner that complies with the Master Agreement. Further the Hotel recognizes that the City of Bozeman must maintain satisfactory continuing control over the Bridger Park and that there may be no interference with transit functions. Any revenue collected in excess of operation and maintenance costs are to be committed to the provision of public transportation services, The Hotel agrees the Parking Commission has and may adopt rules, regulations, and administrative directives for the reasonable operation of the Bridger Park. The Hotel shall abide by all such rules, regulations, and directives. 6. Modification and Assignabillit : This document contains the entire agreement between the parties and no statements, promises or inducements made by either party or agents of either party not contained in this written Agreement may be considered valid or binding. This Agreement may not be enlarged, modified or altered except by written agreement signed by the parties hereto. The Hotel may not subcontract or assign its rights or delegate its duties under this Agreement without the prior written consent of Parking Commission. Page 3 of 7 7. C201pliance with Unified Dev"lo Men t Code: The Hotel acknowledges it is required, pursuant to the City's Unified Development Code (Chapter 38, BMC), to provide parking spaces for Hotel uses. The Hotel intends this Agreement to satisfy some portion of its UDC parking, requirement. As such, this Agreement is revocable only with the prior written approval of the appropriate UDC review authority. 8. A2121icabilily: This Agreement and any extensions hereof shall be governed and construed in accordance with the laws of the State of Montana. 9. Non-discrimination. The Hotel shall not 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 identity or disability. 10.Indemnification/Hold Harmless. The Hotel agrees to the fullest extent permitted by law, to defend, indemnify, and hold the Parking Commission and the City of Bozeman including their officers, agents, and employees, the Intermodal Commerce Condominium Association and its individual Unit Owners, and the Mendenhall Marketplace Condominium Association and its individual Unit Owners harmless against claims, demands, proceeding, suits, damages, losses, and expenses including attorney fees and costs connected therewith that may be asserted or claimed against, recovered from or suffered by any of the above by reason of any injury or loss, including but not limited to, personal injury, including bodily injury or death, property damage, loss of use, or other injury or loss of any kind occasioned by, growing out of, or in any way arising or resulting from any intentional, reckless, or negligent act on the part of the Hotel, its owners or employees while using the Bridger Park, a n d t h o s e , invitees, suppliers, lessees, licensees, guests, patrons, officers, or agents , authorized by the Hotel to use the Bridger Park pursuant to the terms of this Lease, The Hotel on behalf of its lessees, licensees, guests, patrons, employees, officers, and agents, hereby waives any and all claims and recourse against the Parking Commission, the City of Bozeman, including its officers, agents or employees, and the Intermodal Commerce Condominium Association and its individual Unit Owners, and the Mendenhall Marketplace Condominium Association and its Individual Unit Owners including the right of contribution for loss or damage to person or property including loss of use 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. Nothing contained in this paragraph shall be construed as the Hotel waiving any claims and recourse against Page 4 of 7 the Parking Commission, the City of Bozeman, including its officers, agents or employees for a breach of this Agreement. Should the Parking Commission, the City of Bozeman, the Intermodal Commerce Condominium Association to include its individual Unit Owners, or the Mendenhall Marketplace Condominium Association to include its Unit Owners be required to bring an action against the Hotel to assert its right to defense or indemnification under this Agreement any of the entities named above shall be entitled to recover its reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Hotel was obligated to defend the claim(s) or was obligated to indemnify the above entities for a claim(s) or any portion(s) thereof. The obligations of this section (section ten (10)) shall survive termination of this Agreement. 11.Insurance, In addition to and independent from the requirements of Section 10, the Hotel shall secure insurance coverage in a form acceptable to the Parking Commission and furnish to the Parking Commission an accompanying certificate of insurance issued by a company authorized to do business in the State of Montana in amounts not less than as follows:. 0 Workers' Compensation - statutory . Employers' Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate ® Commercial General Liability - $1,000,000 per occurrence, $2,000,000 annual aggregate . Automobile Liability - $1,000,000 property damage/bodily injury; $2,000,000 annual aggregate The Parking Commission, City of Bozeman, and their officers, agents, and employees, shall be endorsed as an additional insured on a primary non-contributory basis on both the Commercial General and Automobile Liability policies. 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 Hotel must demonstrate to the City's satisfaction that the above insurance coverage is in place and is provided in a manner acceptable to the City including any endorsements prior to the Hotel using any parking spaces. Nothing herein shall grant the City the authority to require the Hotel to use the services of a specific insurance provider. Page 5 of 7 12.Authorization. The parties signing below hereby represent and warrant that they are duly authorized to sign this agreement on behalf of the entities. 13.Reggor_dajion. This Agreement shall be recorded in the files of the Gallatin County Clerk and Recorder. All costs of recording shall be borne by the Hotel. A copy of this recorded agreement shall be provided by the Parking Manager. Executed as of the date first set forth above. Parkin: B , t Lee, Parking anager STATE OF MONTANA ss. County of Gallatin This instrument was acknowledged before me on the lday of March, 2014 by Scott Lee, as Parking Manager for the City of Bozeman, Montana. Bob Risk Notary Public 0,Q'TAPiqj,' for the State of Montana Notary Public for the State of Montana Residing at: Printed Name: 4M'0oBozeman, Montana -�"' , My commission Ewes: Residing in June 04,2014 My Commission Expires: G25 HOLDINGS, LLC, a Montana limited liability company: By: Ashl OgI6, Member STATE OF MONTANA ' ss. County of Gallatin This instrument was acknowledged before me on the day of March, 2014 by Ashley E. Ogle, as a member of G25 Holdings, LLC, of for and on behalf of G25 Holdings, LLC. Page 6 of 7 v�t�k JEREMY J LEFEBER Notary Public for he St e of Montarth py©TAF7 State�t Santana Name: � NOTARY PUBLIC for the Printed Residing at Bozeman,Montana IeS0Cl1n in I'r Commission Expires My Corrlmiss'Con Expires: ° 1n11(1"n15 Rage 7 of 7