MOU/MT Basecamp & City/Onsite Private Sewer & Temp Lift StationMEMORANDUM OF UNDERSTANDING BETWEEN
THE CITY OF KALISPELL, MONTANA
AND
MONTANA BASECAMP INC / BASECAMP OUTPOST, LLC
FOR
THE ONSITE PRIVATE SEWER SYSTEM AND A TEMPORARY LIFT STATION
This agreement ("MOU") made and entered into by and between the City of Kalispell, a
municipal corporation incorporated and organized under the laws of the State of
Montana, ("City") and the Montana Basecamp Inc / Basecamp Outpost, LLC, a
Montana limited liability company (`Basecamp").
RECITALS
1. The City serves as the owner and operator/manager of a unified utility system known as the
Kalispell Public Sanitary Sewer System that provides sewer utility services to customers of
the City of Kalispell sanitary sewer utility.
2. The parties desire that the City's sanitary sewer facility collect sanitary sewer effluent from
within the boundaries of the real property owned by Basecamp, legally described as follows:
Tracts 1 and 2 as shown and described in COS 20796, on file and record in the office of
the Clerk and Recorder of Flathead County, Montana.
3. All mains, laterals, manholes, structures, and appurtenances located on the subject property
upstream of the permanent lift station to be located on the subject property shall be a Private
Sanitary Sewer System and will be privately owned and maintained by Basecamp.
4. Basecamp desires to provide sanitary sewer service to its development on the above -
described property through a private temporary lift station that will be in place until a
permanent lift station can be manufactured, installed, placed in service, and transferred to the
ownership of the City of Kalispell.
5. The City sets rates and charges for sewer services it provides. Rates shall be applied pursuant
to the most up-to-date rate and schedule as may be adopted by the Kalispell City Council.
NOW, THEREFORE the City and Basecamp agree as follows:
1. The foregoing recitals are true and correct and by this reference are incorporated
into the terms of this MOU.
2. The City is the owner, operator/manager of the Kalispell public sanitary sewer system,
and has the authority to administer all functions and responsibilities of the sanitary
sewer system downstream of and including the permanent lift station to be constructed
upon the subject property. The City will be responsible for the following:
Page 1 of 4
a. Setting all rates or fees for sanitary sewer service to generate sufficient revenue to
pay all costs for the operation and maintenance, administration and routine
functions of the City sanitary system.
b. Ensuring the operations and maintenance of the City's sanitary sewer system are in
full compliance with all applicable federal, state and municipal laws, regulations
and ordinances.
c. Collecting all fees and charges due for the sanitary sewer services it provides.
d Notifying Basecamp in writing of any non -compliant items and/or defective
appurtenances found during inspection of the Basecamp temporary lift station or
Private Sanitary Sewer System.
3. Basecamp will be responsible for the following:
a. Completing the design, construction, maintenance, and operation of the Basecamp
Private Sewer System and temporary lift station described in this MOU and as
indicated in the plans, specifications, calculations, and reports approved by the
Department of Public Works.
b. Providing a letter of concurrence from MDEQ for the temporary lift station prior to
the temporary lift station being placed in service.
c. Ensuring the rail system for the J-series pumps are not modified for use in the
temporary pump setup.
d. Programming the Mission Control Unit for callouts to Basecamp until the transfer of
ownership, at which time the unit shall be transferred to the City.
e. Bonding for 125% of the approved engineer's estimate for the cost of any unbuilt
portions of the permanent lift station must be in place until transfer of ownership.
£ Completing the installation and transfer of ownership of the permanent lift station as
shown and described in the approved plans by November 30, 2019.
g. Completing a lift station startup of the permanent lift station with City staff and a
manufacturer's representative prior to transfer of ownership.
h Providing 24-hr access for City staff to the Private Sanitary Sewer System and
temporary lift station to verify compliance with this agreement, the approved design
City Standards, City Water Regulations, and approved plans.
i Repairing or replacing any defective appurtenances in the Private Sanitary Sewer
System or temporary lift station and/or return such appurtenance to proper working
order immediately following identification by Basecamp or notification by the City.
j. Maintaining its status as a legal entity with the authority to respond to its legal
obligations under this agreement. Basecamp may not assign its duties and obligations
under this agreement without the prior written consent of the City of Kalispell.
Page 2 of 4
4. If, after receiving written notice of noncompliance with the requirements set forth
herein from the City, Basecamp fails to comply within 30 days after receipt of such
notice, service will be terminated to Basecamp until compliance is met and accepted by
the City, at which point service will be reinstated. The City reserves the right to refuse
to collect sewage from the Private Sanitary Sewer System if it is determined that
conditions exist which might impair the Kalispell Public Sanitary Sewer System or
Wastewater Treatment Plant. The City may continue to refuse such collection of
sanitary sewer until such conditions are remedied to the satisfaction of the City.
5. City acceptance of all materials and workmanship shall be completed prior to lift
station transfer of ownership.
6. There will be a one year warranty period for all infrastructure transferred to the City of
Kalispell. The warranty period will begin after startup and acceptance of the permanent
lift station and all other work indicated and required in the approved design and City
Standards. These items include engineer certifications and record drawings of the
permanent lift station and of such other related work.
7. Nothing in this agreement will obligate the City to operate or maintain any asset owned by
Basecamp.
8. Nothing in this agreement will obligate the City to modify the operation or maintenance of
the City's sanitary sewer system or sanitary sewer treatment facility.
9. Nothing in this agreement will relieve either party from any duty required by local, state or
federal rules or regulations.
10. The City may unilaterally amend this agreement in response to changes in state or federal
rules and regulations or in response to circumstances that were not reasonably anticipated
at the time the agreement was executed. The City will provide notice to Basecamp of any
proposed amendment(s) and Basecamp will be given 30 days to comment on the same prior
to the adoption of the proposed amendments. The amendment(s) will go into effect 30 days
after Basecamp is provided with a copy of the final version of the amendment(s).
11. Both parties agree to review this agreement in no more than 20 years, at which time
conditions of this agreement may be re-evaluated by the City and re-established in
consideration of the City's new evaluation.
Page 3 of 4
IN WITNESS WHEREOF the parties have subscribed their names on the dates hereinafter
written.
MONTANA BASECAMP, INC. — Operating Manager
BASECAMP OUTP ST, LL roperty O er
DATE Andrew J. Ma ews
71-211t,,-�
DATE
Page 4 of 4
FOR CITY OF KALISPELL
oug s e11— City Manager