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Home My WebLink AboutR-2011-110 License & Indemnity RESOLUTION NO. R-2011-110 A RESOLUTION AUTHORIZING, RATIFYING AND CONFIRMING EXECUTION OF A LICENSE AND INDEMNITY AGREEMENT WITH PREMIUM WATERS, INC. WHEREAS, the Board of Aldermen find it is in the best interest of the City to enter into a License and Indemnity Agreement with Premium Waters, Inc. ("PWI") to allow PWI to enter onto property owned by the City t� remove dirt and prepare Lot 1 of Argo Innovation Park for potential construction of a building and other improvements according to the terms and conditions set forth in Exhibit "A" attached hereto; NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: THAT the Mayor is hereby authorized to execute and deliver the License and Indemnity Agreement by and between Premium Waters, Inc. and the City of Riverside, Missouri in substantially the same form as attached hereto as Exhibit "A" and the City Clerk is authorized to attest thereto and all actions related thereto taken prior to the adoption of this resolution are hereby ratified and confirmed; FURTHER THAT the City Administrator, Mayor, Finance Director and/or other city officials are hereby authorized to execute any and all other documents necessary or incidental to carry out the terms and conditions of such Agreement and to effectuate the license contemplated therein. PASSED AND ADOPTED by the Board of Ald rmen and APPROVED by the Mayor of the City of Riverside, Missouri, the � day of , 2011. � � athleen L. Rose, Mayor ATTE�ST: � � -' / � .� � ��1 a �s.� d�/7—!,l!,�; Robin Littrell, i y lerk Approved�s to Form: i'�" - � Thompson, Ci y Attorney I � 1 LICENSE AND INDEMNITY AGREEMENT This License and Indemnity Agreement ("AgreemenY') is made and entered into as of this ��-(f'�` day of December, 2011, by and between the City of Riverside, Missouri (the "City") and Premium Waters, Inc. ("PWI"). WITNESSETH THAT the City and PWI are negotiating for the sale and purchase of the following described real estate, to-wit: Lot I, ARGO INNOVATION PARK, a subdivision in Riverside, Plat County, Missouri (the "Land") and WITNESSETH FURTHER THAT the City is willing to aliow PWI to remove dirt from the following described real estate for purposes of creating a pad site and surcharging the pad site prior to construction, to wit: Lot 2, ARGO 1NNOVATION PARK, a subdivision in Riverside, Plat County, Missouri (the `Borrow Site") and WITNESSETH FURTHER THAT the City and PWI are entering into this Agreement in order to allow PWI and its contractor and subcontractors a license to enter the Land and Borrow Site to do site preparation work, to prepare the Land for potential construction of a building and other improvements ("Site Work"). NOW, THEREFORE, the City and PWI agree that: i. License. The Gity hereby grants PWI and its contractor and subcontractors a revocable license (the "License") to enter the Land and the Borrow Site for the purpose of doing Site Work. The area from which dirt may be removed from the Sorrow Site is designated on the drawing attached hereto as Exhibit A. This License shall include any necessary right of ingress and egress. This License may be revoked by the City upon three (3) days written notice to PWI. This License shall not obligate PWI to do any Site Work or to enter into a Purchase Agreement with the City for the purchase and sale of the Land. PWI shall not be entitled to reimbursement by the City for any Site Work nor shall PWI be required to return the Land or Borrow Site to its original condition after any Site Work is done. 2. Indemnitv. PWI hereby agrees to indemnify and hold the City harmless from any and all claims, demands or causes of action (including costs and reasonable attorney fees) for personal injury, death or property damage arising out of any act or omission of PWI, its contractor or subcontractors except to the extent primarily caused by the acts or omissions of the City. This indemnity shall be in addition to and not in timitation of any other remedy available to the City at law or in equity any of which may be executed s3ngularly or concurrently and all which shall be cumulative. Notwithstanding anything herein to the contrary, neither the City nor PWI shall be liable to the other for, and each hereby waives all claims for any consequential losses or damages, whether arising in contract, warranty, tort (including negligence), strict liability or otherwise, including but not limited to losses of use, profits, business reputation or financing. 3. Insurance. PWI shall provide or shall require its contractor or subcontractors to provide comprehensive general liability insurance in the amount of $1,000,000.00 each occurrence and $3,000,000.00 annual aggregate. The policy shall be endorsed to include the City as an additional insured. PWI shall require its contractor and subcontractors to provide proof of worker's compensation that meets the requirements of Missouri law. 4. Notice. Any notices required under this Agreement shall be sent by United States Certified Mail, Return Receipt Requested, postage prepaid as follows: If to the City: City of Riverside 2950 NW Vivion Road Riverside, MO 64150 Attn: Nancy Thompson, City Attorney If to PWI: Premium Waters, Inc. 2100 Summer Street NE, Suite 200 Minneapolis, MN 55413 Attn: President Copies of any notices to PWI shall be sent by email to Bernard A. Zarda and Jeffrey R. Mohrhauser as follows: bernie.zardana premi umwaters.com jmohrhauser cr,rawlin�snieland.com Copies of any notices to City shall be sent by email to David Blackburn and Nancy Thompson as follows: nthompson a,riversidemo.com dblackburn cr,riversidemo.com 5. Miscellaneous. This Agreement may only amended in writing signed by the City and PWI. This Agreement shall be binding upon and inure to the successors and assigns of the City and PWI. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shal] constitute one and the same instrument. The Sections headings contained in this Agreement are for convenience only and shall have no substantive affect. This Agreement may be executed by electronic or facsimile signature. Any term or provision of this Agreement that is unenforceabie shall not affect the validity or enforceability of the remaining provisions or this Agreement. This Agreement constitutes the entire Agreement of the parties with respect to the subject matter hereof and supersedes any prior understandings or agreements. Executed as of the date first above written. City of Riverside Missouri By Kath een L. Rose, its Mayor Premium Waters, Inc. By / Ber d A. da, its Senior Vice President i CI7Y OF �� RIVERS� . ��`�' � �`i L ) \...s �..:E t"k. 4 Upstreom from ardinary. 2950 NW Vivion Road Riverside, Missouri 64150 MEMO DATE: December 14, 201 I AGENDA DATE: December 20, 201 I TO: Mayor and Board of Aldermen FROM: Nancy Thompson, City Attorney RE: License and Indemnity Agreement Premium Waters, Inc. Lot I, Argo Innovation Park BACKGROUND: Premium Waters has requested authority to enter onto property owned by the City to begin fill and grading activities in advance of closing on the real estate purchase with the City. Delays caused by freezing and precipitation can drastically impact the construction costs and schedule. As a result, the Company needs to be prepared to begin surcharge of the pad site as soon as possible. The approval of the License and Indemnity Agreement allows the company to enter the property to perform such activities at risk without taking any irreversible action which could jeopardize state incentive funds allocated to the project. To protect the City's interests, the company has provided insurance and indemnification commitments for the proposed activity. Construction of the project continues to be contingent on the receipt of state incentives, which make the project possible. Once all applications and funding sources have been confirmed, the City and Premium Waters will be prepared to finalize the real estate transac�ion and the company will be able to begin construction of the improvements. If you have any questions or concerns, do not hesitate to contact me prior to the meeting. RECOMMENDATION: Staff recommends approval. i LICENSE AND INDEMNITY AUREEMENT This License and Indemnity Agreement ("Agreement") is made and en#ered i�tto as of this }�-{�'�` day of December, 2011, by and between the City of Riverside, Missouri (the °City") and Premium Waters, Ina ("PWI"). WITNCSSBTH TfIAT the City and PWI ara negotiating for the sale and purchase of the following described real estate, to-wit: Lot 1, ARGO INNOVATION PARK, a subdivision in ! Riverside, Plat County, Missouri (the "Land") and WITNESSETH FURTHER THAT the City is willing to allow PWI to remove dirt from ; tlie following described real estatc f'or purposes of creating a pad site and surchar�ing the pad site prior to construction, to wit: Lot 2, ARGO INNQVATTON PARIC, A subdivision in Riverside, Plat County, Missouri (the "I3orrow Site") and , WI1'NESSBTH FURTHER THAT the City and PWI are entering into this Agreement in order to allow PWI and its contractor and subcontractors a license to enter the Land and Borrow Site to do site preparation work, to prepare the Land for potential construction of a building and other improvements ("5ite Work"). NOW, THB1tEPORE, the City and PWI agree that; 1, Lieense. The City hereby grants PWI ttnd its contractor nnd subcontractors a revocable license (the "License") to enter tl�e Land and the Borrow Site for the purpose of doing Site Work. The area from which dirt may be removcd from thc Donow Site is designated on the drawing attached hereto as Exhibit A. This Liceiise shall include any necessary rigltt of ingress and egress. This License may be revoked by the City upon three (3) days written notice to PWI. Tliis License shall not obligate PWI to do any Site Work o►• to enter into a Purchase Agreement witii the City for the purchase and sslc of the Land. PWI shall not be entitled to reimbursement by the City for any Site Work nor shall PWI be required to return the I and or Borrow 5ite to its origina( condition after any Site Work is done, I 2. ]ndemnitv. PWI hereby agrees to indemnify and hold the City harmless from any and all claims, demands or causes of action (including costs and reasonable attorney fees) for I personal injury, death or property damage acising out of any act or omission of PWI, its contractor or subcontractors except to the extent primari]y caused by the acts or omissions of the City, This indemnity sliall be in addition to and not in limitation of any other remedy available to the City at law or in equity any of which may be executed singularly or concunantly and all which shal] be cumulative. Notwithstanding anything herein to the contrary, neither the City nor PWI shall be liabta to the other for, and each hereby waives all claims for any consequential losses or damages, whether arising in contract, warranty, tort (inclu@ing negligence}, strict liability or otherwise, including but not limited to tosses of use, profits, business reputation or financing. 3. Tnsurance. PWI shall provide or shall require its contractor or subcontractors to providc comprehensive general liability insurance in the amount of $1,000,000.00 each ' occurrence and $3,OOQ,000.00 anzival aggregate. The policy shall be endorsed to include the City • I as an ndditiona! insured, PWI shall require its contractor �tid subcontractors to provide proof of worker's compensation that meets the requiremeirts of Missoari taw. 4. Notice, Any noticcs required under this Agreement shail be sent by United States Certified Mail, Return Receipt Requested, postage prepaid as follows; If to the City; CiYy of Riverside 2950 NW Vivipn Road ltiverside, MO 64150 Attn: Naney Thompson, City Attorney Ifto PWI; Premium Waters, Inc. 2100 Summer Street NE, Suite 200 Minneapolis, MN 55413 Attn: President Copies of any notices to PWI shall be sent by email to 13erna�•d A. Zarda and Jeffrey R. Molu•hauser as follows: beinie.zarda a preiniumwateis com ! imohrhauser rawliiigsnieland com � I I Copies of any notices to City shall be sent by cmail to David BlackUurn and Nancy Thompson as follows: i nthomnson riversidemo com dblackburnni riversidem com 5. Miscellaneous. This Agreement may only amended in writing signed by the City C and PWI. This Agreement shall be binding upon flnd inure to the sucoessors and assigns of the City and P WI, Tlus Agreerrzent may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the sarne instrument. The �� . � I ;`; �_ , _::� I I Sections headings contained in this Agreement axe for convenience only and shall have no substantive affect. Tliis Agreement may be executed by electronic or facsimile signature. Any term or provision of this Agreement that is unenforceable shall nat affect the validity or enforceability of the remaitung provisions or this Agreement, This Agreement constitutes the entire Agreement of the parties with respect to the subject matter hereof and supersedes any prior understandings ar agreements. Executed as of the date first above written. ' City of I2iverside Missouri �y Kathleen L, Rose, its Mayor Premium Waters, Inc. � � By � � Ber �d A. da, i s Senior Vice Presideut � I ( � �`°RO� CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYY17 12/31/201 I 12/9/201 1 THIS CERTIFICATE IS ISSUE� AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFtCATE DOES NOT APFIRMATIYELY OR NEGATIVELY AMEND, EXTENO OR ALTER THE COVERAGE AFFOR�ED BY THE POLICIES BELOW. THIS CERTIPICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE 13SUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certlficate fiolder is an ADDITIONAL INSURED, the policy(ies) musl be endorsed. if SUBROGATION IS WAIVEO, su6jecl to the terms and condltlons af the polfey, certaln policles may require an endorsement. A sWtement on thls certlfleate does not confer rlghts to the certiCcate halder In Ileu ot such endorsemenl(s). PROOIICER y�ckton Companies,LLG ( 5[. Louis coNrncr Three City Place Drive, Suitc 9D0 PHONE �x St. Louis MO 63141-7081 uc No: E�MAIL (314)432-0500 nooness• IN6URER S AFFOROING COVERAGE NAIC Y i"s�RER ^: Zurich American Insurance Com an 119 16535 msursEO ARCO Canstruction Co, lne. insuaew e: Ameriean Guarantee and Liab. Ins. Co. 120 1060120 � �50 S. Hrenhvood, Suite 701 iNSURen c: Stcadfast tnsurance Com an ] 18 26387 Brentwoad MO 63144 wsuRSa o : INSVRER E : INSURER F : COVERAGES ARCCO�I 30 CERTIFICATE NUMBER: ] 1549357 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANUING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICA7E MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED 8Y TIiE POLICIES DESCRI�E� HEREIN IS SUBJECT TO ALL THE TERMS, EXCWSIONS AND CON�ITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE �EEN REDUCEp BY PAID CLAIMS. INSR ADOLSUBR LTR TYPEOFINSORANCE POLICYNVMBER MM,DD/YYVY MMUDIY LIMRS n CENERAL LIABIUTY N N GL09378162-07 12/31/2010 12/31l2011 X MMERC4IL GENE BILITV OAMAGE TO RENTEO PREA715E5 �Fa occuttence) S 30Q QQQ CLAIMS�MADE OCCUR MEO F%P q� one erson 5 PERSONALBA�VINJIJFY 5 j�OOO�OOO GENERALAGGREGATE S GEN'L AGGREGATE LIMIT APPLIES PER: pR�_ PRODUCTS-COldP/OPAGG 5 POLICY X J CT X LOC n AVTOMOBILELIABILITY N N BAP93781(,J-07 5 12/31/2010 12/31/2011 �Eaaccidonl) 5 X ANYAt1T0 O��.O�� BO�ILYINJUftV(Perpenon) S {) ( A ALL OWNEO SCHEDULEO AUTO P.D. DEDUCTIBLES: /� AUTOS AUTOS $� ,p0000MP/COLL BO�ILYINJURY PerBaidenl E � HIftEDAUTOS NON-OWNEO AUTOS PROPERTV DAMAGE S XXXXXXX �j X UM60.ELLALIAB 5 XXXXXXX }t OCCUR N N AUC914105>-04 12/3V20I0 �Z/)�/24�� EACHOCCURRENCE SSOQQQQO EXCESS LIAB CIAIMS-MAOE �ED X RETENTIONS 5� AGGREGATE T� O O WORKERS COMPENSATION 5 � ANOEMPIOYERS'LIABILITY ti ,� N N W'C937616L07 �2/)�/?0]0 �2/)�/ZQ�j J{ TORYLIMIT E0. ANY PROPRIETOR/PARTNEWE%ECUTNE E,L. EACH ACCIDENT OFFICERIMEMBERE%CWDE07 � NIA 5 �Mandalory In NN) Ilyes. descnCe untler E.L. DISBAuE - EA EMPLOYE S 1 �Qp 00� DESCRIPTION OF OPERATIONS Celow E.L. DISEASE - POLICV LIMIT 5 C Profcssional Liab./ N N L005347582-03 12/3 V2010 1213 V201 I En. Claim 55,000,000/ Pollutiun Liab. (Claiois-Made) Deducgiblc�8ach Cleim $IOD,000 DESCFIPTON OF OPERATION61 LOCATtqN51 VEHICLES (Apach ACORO 101, AddlGonal Romarlu Schodule, lf mofe tD�<B It requlred) RIVERS DC, MIS R��INCLUD ! D AS ADD IONAL IN URGDS UNDI?R GENL•RAL LIA�RLI iY S RLQURREU BY WRITTFN AS RESFGCTS R'OKK FPRFORMED BY TH[ NAMGD [NSURL•D ON Tk1E CAPTIONBD PROJECT. CERTIFICATE HOLDER CANCELLATION SHOULO ANY OF THE ABOVE �ESCRIBED POLICIES BE CANCELLEO BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERE� IN ACCORDANCE WITH THE POLICY PROVISIONS. 11549357 rtVTNORIZED REPRESENTATIVE PREMIUM WATERS, INC. ATTN: BERNIG ZARDA 7810 NW lOOT'H STR��T KANSAS CITY MO 641,53 � ncoRO 2s �zo�oros� Th� ALORD nams and logo ars regl�farod marks of ACORD QQ � CORD C POR TION. pll rights reserved � � � ��, �� , ��, --__� �� Area 2: Contrector shall � �_ be allowed to spread and � � � �Yailpr Stora�e! , ' � � � compect extra dirt � � I I I i � ! � material within this area � � ' � _ up Yo elevation 755. � _ _ _ I be _ Material shou d _ � _ o - - cted to within 95 /o _ _I co m a - _ , , P _ _ - - -� 1 �, ' � _- = e.cavatio� fiom mis ` ' � compaction optimum _ _ I � , _ area may occur down �o \ ^ � �eisture content per �, _ _ - - I I � � _ _ en elevation of 732; ` ` ' � , -- - - - ' ' �� - � Eslimated Cyds � � - PI'OGtOf _ - - � � ^ � �� ' � � � = available: 20.000, ` � � , � - _ _ _ Slope 3:1 ` �,,�: - - - - � I ; - . . .�. ; _ ` .... . - '�, . .._ . ... �. . . �. .. . .. � ��. �, _ = ` �� . .�. � .,, ��, :�� _ - - . . - _ � �., � .:,�. '� q r � !� [}( = ` ry . , �.... F.' ` .... �� \ � - __ _ � 1L1.�lJVVSI �. � � � ��P • ��'� ` . _ p `� OP,,, ;,I ��4�� ,I', +_. �'�x�� L \`\ �, � ,,,��, - - - � � � - � .L S v - - _ _ ' j _ - � ; - : � *�,�t.lt�sf I — — � _ � � �. — � 5: � — — - d ` � — � _ _ — I - � v �� { � '.� _ _ — _ � I � � f ` \�� _� . _ � � _ . . �.. �, ,.. �- _ _. :. ,� . i . , i . . e. s I _ — — . . . � - � �_—� ;. ... � ! � - I i . I . . . . XxX CL�15 — � � �� \/ ✓ `Rt �/ _ � \ ? �i / . , . . . . � _ +��1111111�"'�\\ f l �r� r � \ I � . ._ - - .— . _ _ / _ _ __ _ _ _ _ _ ,..-__ _ .- _ � = �//_ �\ ,,� .,�� J ' __ � / _ - _ _ - - _ _._ - - - ._. - __ __ _ _ -- __ _ �� = (`� \ � � `�/ � _ / / � ' ��. � / � — — _ 7area 1: Shall' he able to ' I _ ' \\ — _ � - exaavate additi6naliill and surcharge - _ � / � � _ _ �� I material needed up to 30,000'CYDS _ _ on.Lot 2 Addi[ional5ft � I I � �/ � from these designated areas = ex �� a �ed from = \\ \ � I I I � Argo Innovation Park to the _-- �� _ �n�s area, dow� _ \ � approximate depth shown on map._ _ �JI; � �o eia�aiionor � � 3� I � � 732; Es�imaled �� \ � ,. � I I - ? Cyds availahle: � I ;...,-.. � �� I � _ 1Dp00�,Slope = � � I � '�.._ - _ � � _ 3:1 � . . i , r I � � � . � � �`- �� /I/ � -7- ^ � - � a l � � , I � i ``\ _ `- \ � qq��/q��/ — ... �. 1 . �:.• _ � \ // � pt1/ � , � ,g � ,�� VV�li�t � I � � m � I I I �— � \� �'��\ _ -�� I I �� `] �� I��, �� '� \ � _ _�T � � _= ; ' � ` ,,\ _��' _-- ��-1= I I =- � i a � � � � � -�_ -� �.i ,� ==i= I� \ � --