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H1. Flathead Valley Hockey Association Memorandum of UnderstandingCITY OF KALISPELL MEMORANDUM Kalispell Parks & Recreation 306 1st Ave E. P.O. Box 1997 Kalispell, Montana 59903-1997 (406) 758-7715 Fax (406) 758-7719 REPORT TO: Doug Russell, City Manager FROM: Chad Fincher, Parks and Recreation Director MEETING DATE: July 20, 2020 SUBJECT: Flathead Hockey Association MOU BACKGROUND: The city owns and maintains Woodland Park and the Woodland Camp Center, in which Flathead Valley Hockey Association has been operating a seasonal ice rink since October 2007. The MOU between the city and FVHA expired in December. Staff has reviewed and drafted a new five-year MOU identifying the responsibilities of each party, to which both parties agree. The attached MOU indicates use by both parties' and their obligations to set up and take down and responsibilities relating to programming of their own recreational programs. The attached MOU specifies FVHA will pay utilities incurred during their occupancy and expenses related to their staffing, Zambonis, rental skate fleet and miscellaneous requirements related to their operations. RECOMMENDATION: It is recommended the city council pass a motion authorizing the city manager to enter into the MOU with Flathead Valley Hockey Association. FISCAL EFFECTS: The city will be responsible for expenses related to maintenance of the building, the snow removal from the roads within the park and city recreational programming. Revenue will be collected for the city's Learn to Skate program. The expenses are included in the parks FY 20/21 budget for which we have budgetary authority. ALTERNATIVES: As suggested and approved by the City Council. ATTACHMENT: Flathead Valley Hockey Association MOU c: Aimee Brunckhorst, Kalispell City Clerk USE AGREEMENT This Use Agreement is made this day of July 2020, by and between the CITY OF KALISPELL, a municipal corporation organized and existing under the laws of the State of Montana, of 312 First Avenue East, Kalispell, Montana 59901 ("City"), and the FLATHEAD VALLEY HOCKEY ASSOCIATION, a Montana corporation, of P.O. Box 2205, Kalispell, Montana 59903 ("FVHA"). Recitals A. The City owns and maintains Woodland Park, a municipal park and recreational facility, located in the City of Kalispell, and more particularly, the area known as the Woodland Camp Center located therein, as shown on the map attached hereto as Exhibit "A" and incorporated herein fully by this reference. B. FVHA is a Montana corporation incorporated for the purposes of providing opportunities to the youth of the Flathead Valley to learn to play and participate in the sport of hockey. C. FVHA owns a portable ice rink and wants to install this rink at the Woodland Camp Center for a certain term. The City wants to share in the recreational benefits of an ice rink located in Woodland Park. NOW THEREFORE, in consideration of the covenants, agreements, representations, and warranties contained herein, the parties agree as follows: Agreement 1. Installation of Portable Ice Rink: The City agrees that FVHA may, and FVHA agrees that it shall install a portable ice rink at the Woodland Camp Center, located in Woodland Park, Kalispell, Montana as set forth in more particularity on the map attached hereto and identified as Exhibit "A", upon the terms as set forth below. 2. Term and Option to Extend: The terms of this agreement may be extended for an additional FIVE (5) years, if, prior to NINETY (90) days before the termination date, the FVHA requests such consideration from the Kalispell City Council and it agrees to the extension. 3. Obligations of FVHA: FVHA shall have the following obligations under this agreement: 3.1. Fall set-up tasks: 3.1.1. Set up concession stand. 3.1.2. Set up lobby. 3.1.3. Set up rental skates. 3.1.4. Setup office. 3.1.5. Set up skate sharpening area. 1 3.1.6. Move Zambonis. 3.1.7. Arrange and install propane service. 3.1.8. Install rubber matting. 3.2. Required ice making tasks: 3.2.1. Set up water treatment system. 3.2.2. Start up chiller. 3.2.3. Make base ice. 3.2.4. Install/maintain glass. 3.2.5. Paint ice, install lines and finish ice. 3.2.6. Install rink shade system. 3.3. Season operation tasks: 3.3.1. Staffing youth hockey programs. 3.3.2. Staffing and administration of adult hockey programs. 3.3.3 Staffing and administration of public skate. 3.3.4. Staffing and administration of private rental times. 3.3.5. Staffing and administration of special programs, schools, mom and tots, figure skating, etc. 3.3.6. Provide access to ice during open skate to accommodate "Learn to Skate" program on an as -needed basis at no cost to the city. 3.3.7. Clean and maintain restrooms. 3.4. Expenses: 3.4.1. Required staff. 3.4.2. Kalispell Parks and Recreation will invoice throughout the season as electric bills are received. FVHA will be responsible for all electric utility costs from October 1 to March 31 of each year. 3.4.3. Kalispell Parks and Recreation will invoice throughout the season as gas bills are received. FVHA will be responsible for all gas utility costs from October 1 to March 31 of each year. 3.4.4. Propane costs for Zambonis. 3.4.5. Blade sharpening costs for Zambonis. 3.4.6. Maintain rental skate fleet. 3.4.7. Zamboni maintenance, supplies and repairs. 3.4.8. Snow removal on steps, ramp and sidewalk at front of Rink entry, and all snow removal necessary within the facility. 3.4.9. Color paper or ice paint. 3.4.10. Purchase restroom and cleaning supplies. 3.4.11. Repair and maintenance of the facility as it was received at the beginning of the season. 3.5. Closing and takedown: 3.5.1. Palletize rubber mats. 3.5.2. Transport Zambonis to storage location. 3.5.3. Clean out lobby, office and concession area, and Zamboni room. 2 3.5.4. Move out and store rental skates. 3.5.5. Shut down and clean chiller and equipment. 3.5.6. Sweep and properly dispose of all debris utilized in making ice and concrete surface washed thoroughly by April 15 of each year. 4. Obligations of the City: The City shall have the following obligations under this agreement: 4.1. Fall set-up tasks: 4.1.1. Set up and install locker rooms. 4.2. Season operation tasks: 4.2.1. Stacking Zamboni snow accumulation pile. 4.2.2. Administration of "Learn to Skate" program. 4.3. Expenses: 4.3.1. Maintenance and repair of building heating system. 4.3.2. Phone bill. 4.3.3. Snow removal on Woodland Park roads. 4.3.4. Marketing brochures and flyers will include FVHA schedule and announcements. 4.4. Closing and takedown tasks: 4.4.1. Move and store rubber mats. 4.4.2. Take down and store locker room materials inside garage at the facility. 5. Programming Responsibilities: The City and FVHA shall each have the following programming responsibilities: 5.1. FVHA shall be responsible for the programming of the youth hockey league and open public skate. 5.2. FVHA shall provide supervision and administration during Open Ice and Hockey. 5.3. The City shall be responsible for the programming of Learn to Skate programs. 5.4. The City shall provide supervision and administration for the Learn to Skate program. 5.5. The City and FVHA will cooperate in the distribution of materials for league registrations and the promotion of league play. 6. Rules and Regulations for Use of the Facilities: The hours of operation for the ice facility shall not extend beyond the park hours [6:00am — 11:00pm] unless approved by the Director of Parks and Recreation. No alcohol shall be allowed on the site. All rules of Woodland Park shall apply as set forth in Exhibit "B" attached hereto in fully incorporated herein by this reference. 7. Indemnification and Insurance: 7.1. To the fullest extent permitted by law, FVHA shall fully indemnify, defend, and save the City, its agents, representatives, employees, and officers harmless from and against any 3 and all claims, actions, costs, fees, losses, or damages of whatever kind or nature arising from or related to the use of the Woodland Camp Center as an ice facility for youth hockey league play or practice. 7.2. FVHA shall maintain a policy for general liability in the amount of no less than $1,500,000.00 aggregate and $750,000.00 per occurrence, and FVHA shall provide City with proof of such insurance coverage within ten (10) days following execution of this Agreement and at least annually thereafter. FVHA shall notify City thirty (30) days prior to the expiration of any such required insurance coverage and during the term of this Agreement shall ensure such required insurance coverage is timely renewed so that there is no lapse in coverage during the term of this Agreement. FVHA shall further notify City within two (2) business days of FVHA's receipt of notice that any required insurance coverage will be terminated or FVHA's decision to terminate any required insurance coverage for any reason. The required insurance coverage shall name the City as additional insured. 8. Inspection and Testing: City has the right to inspect and test any and all work performed by FVHA on the project. FVHA shall allow City and its agents access to the project at all times and shall provide every reasonable facility for the purpose of such inspection and testing, including temporarily discontinuing portions of the work or uncovering or taking down portions of the finished work. Any inspection and testing performed by the City and its agents is for the sole benefit of the City and shall not relieve FVHA of its duty, responsibility, and obligation for ensuring the work strictly complies with all applicable laws and building and safety codes. 9. Subcontractors: 9.1. FVHA may employ subcontractors for any work on the project only upon consent of the City. FVHA shall provide City with a list of all subcontractors employed. 9.2. Even with the City's consent to a subcontractor, FVHA shall remain fully responsible for the acts and omissions of any subcontractor as FVHA is for its own acts and omissions. 9.3. FVHA shall be solely liable for any and all payments to subcontractors. 10. Indebtedness and Liens: FVHA shall furnish City with a satisfactory proof that there are no outstanding debts or liens in connection with the project. If any lien or claim is filed or made by any subcontractor or material man or any other person, FVHA shall immediately notify the City and shall cause the same to be discharged of record within thirty (30) days after its filing. 11. Headings: The headings used in this Agreement are for convenience only and shall not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 12. Waiver: A waiver by City of any default or breach by FVHA of any covenants, terms, or conditions of this Agreement shall not limit City's right to enforce such covenants, terms, or conditions or to pursue City's rights in the event of any subsequent default or breach. 4 13. Severability: If any portion of this Agreement shall be held to be void or unenforceable, the balance thereof shall continue to be effective. 14. Applicable Law: The parties agree that this Agreement shall be governed in all respects by the laws of the State of Montana and the parties expressly agree that venue shall be in Flathead County, Montana, and no other venue. 15. Binding Effect: This Agreement shall be binding upon and shall inure to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 16. Amendments: This Agreement shall not be modified, amended, or changed in any respect except by a written document signed by all parties. 17. No Third Party Beneficiary: This Agreement is for the exclusive benefit of the parties and shall not constitute a third party beneficiary agreement and shall not be relied upon or enforced by a third party. 18. Assignment: FVHA shall not assign this Agreement in whole or in part without the prior written consent of the City. 19. Authority: Each party represents that it has full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each party has been properly authorized and empowered to sign this Agreement. 20. Independent Contractor: The parties agree and acknowledge that in the performance of this Agreement FVHA shall render services as an independent contractor and not as the agent, representative, subcontractor, or employee of the City. The parties further agree that all individuals and companies retained by FVHA shall at all times be considered the agents, employees, or independent contractors of FVHA and shall at no time be the employees, agents, or representatives of the City. 21. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained therein or made a part thereof by reference, shall not be binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. 5 IN WITNESS WHEREOF, FVHA and City have caused this Agreement to be executed, effective on the date written above, and intend to be legally bound thereby. CITY OF KALISPELL, MONTANA Un Doug Russell, City Manager STATE OF MONTANA ) ):ss County of Flathead ) FLATHEAD VALLEY HOCKEY ASSOCIATION By: FVHA By: FVHA On this day of July, 2020, before me, the undersigned, a Notary Public for the State of Montana, personally appeared Christy Eisinger, in her capacity as President of the Flathead Valley Hockey Association, a Montana corporation, that executed the within instrument, and acknowledged as such subscribed, sealed and delivered said instrument as the free and voluntary act of said corporation, for the uses and purposes therein set forth, and that she was duly authorized to execute the same on behalf of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal the day and year in this certificate first above written. Printed Name: Notary Public, State of Montana Residing at My Commission Expires STATE OF MONTANA ) ):ss County of Flathead ) On this day of July, 2020, before me, the undersigned, a Notary Public for the State of Montana, personally appeared Scott Kroger, in his capacity as Board Member of the Flathead Valley Hockey Association, a Montana corporation, that executed the within instrument, and acknowledged as such subscribed, sealed and delivered said instrument as the free and voluntary act of said corporation, for the uses and purposes therein set forth, and that he was duly authorized to execute the same on behalf of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal the day and year in this certificate first above written. Printed Name: Notary Public, State of Montana Residing at My Commission Expires STATE OF MONTANA ) ):ss County of Flathead ) On this day of July, 2020, before me, a Notary Public in and for the State of Montana, personally appeared Doug Russell, known to me to be the City Manager of the City of Kalispell, a municipality, that executed the within instrument, and acknowledged that such City Manager subscribed, sealed and delivered said instrument as the free and voluntary act of said municipality, for the uses and purposes therein set forth, and that she was duly authorized to execute the same on behalf of said municipality. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal, the day and year first above written. Printed Name: Notary Public, State of Montana Residing at My Commission Expires Woodland Park 411 -/L o0 a ')°'Park Rd Exhibit B WOODLAND PARK RULES Park Hours: 6:00 am to 11:00 pm Speed Limit 15 mph No Alcoholic Beverages Dogs must be kept on leash No littering Parking in designated areas only