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HomeMy WebLinkAboutR-2019-003 Approving Agreement with Premium Waters Detention Basini RESOLUTION NO. R-2019-003 i A RESOLUTION APPROVING AN AGREEMENT WITH PREMIUM WATERS, INC. REGARDING USE OF A DETENTION BASIN BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, s MISSOURI AS FOLLOWS: THAT the Board of Aldermen ("Board") approves the Agreement, in substantially the a form attached hereto, with Premium Waters, Inc., and authorizes the Mayor to execute the Agreement on behalf of the City; and FURTHER THAT the Mayor, the City Administrator, and other appropriate City officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Resolution and to execute and deliver for and on behalf of the City all certificates, instruments, agreements and other documents, as may be necessary or convenient to perform all matters herein authorized. PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside, Missouri, the day of 2019. v� Mayor Kathleen L. Rose `ATT) ST; Robin Kincaid, City Clerk 1 s i i 1 a gad 7 39q i �i 3 Z Y AGREEMENT This Agreement is made by and between Premium Waters, Inc. ("Premium"), 4301 NW Mattox Road, Riverside, Missouri 64150; and the City of Riverside, Missouri ("City"), a Missouri municipality, 2950 N.W. Vivion Road,Riverside, Missouri 64150. 4 WHEREAS, Premium produces and distributes bottled water at its facility located at 4301 NW Mattox Road("Production Facility"); and WHEREAS, the water purification process involves reverse osmosis filtered discharge water in which certain impurities are filtered out from the water(the"RO Water"),and 9 WHEREAS, the City owns a detention basin located on Tract A, Argo Innovation Park, 3' ' Plat("Basin"); and t WHEREAS, Premium has requested that it be permitted to directly discharge its RO Water from its Production Facility into the Basin by means of pipes, conduits and other similar facilities ("Pipes"). a g Now, therefore, in consideration of the respective covenants and promises contained herein, the parties agree as follows: 1. The City grants Premium permission to direct discharge the RO Water from its ' Production Facility to the Basin. Premium shall be responsible for all costs associated with constructing and installing the necessary Pipes to transport the RO Water from the Production Facility to the Basin. Premium shall obtain and maintain all licenses, permits and approvals necessary for the construction of the Pipes, and Premium shall submit construction plans to the City Engineer for approval before constructing the Pipes. Upon completion of the construction, Premium shall ensure that the Basin is in a maintainable condition. 2. The term of this Agreement shall be indefinite. The permission given pursuant to this Agreement may be revoked by the City at its sole discretion for any reason on one hundred and twenty (120) days' notice; upon revocation, Premium shall cause the removal of the Pipes to the Basin without expense to the City and ensure that the Basin is returned to a maintainable condition. Additionally, Premium may terminate its use of the Basin upon written notice to the City; upon termination, Premium shall cause the removal of the Pipes to the Basin without expense to the City and ensure that the Basin is returned to a maintainable condition. 3. Premium shall indemnify, hold harmless and defend the City, its officers, employees, and agents, from and against any or all claims, actions, suits, cross-claims, counterclaims, third party actions, damages, liabilities and expenses, including but not limited to attorney's fees, in connection with the loss of life, personal injury, bodily injury or damage to i 1 property arising from or out of the use by Premium of the Basin, occasioned wholly or in part by any act or omission of Premium, its agents, contractors, employees, members, or invitees. warrants that it will not use introduce bring or cause to 4. Premium represents and arran P g be brought, allow or suffer to be present on or in the Basin, any products, substances, pollutants or materials defined as hazardous, toxic or subject to regulation as such by law without the prior written consent of the City which may be granted or withheld in its the sole and absolute discretion. Premium shall be solely liable and responsible for bodily injuries to any person, including death, or for any property damages to any person or entity, including the City, of any kind, including any spills, releases, pollution or other damage to the environment caused ' by or related in any way to its use, possession or control of such hazardous or toxic materials, and in addition to any other indemnification contained in this Agreement, hereby agrees to F indemnify, defend and hold harmless the City, its officers, employees and agents, from and against any related loss, payment or liability, including without limitation all costs, expenses or s penalties assessed or imposed by any governmental agency or entity. Notwithstanding anything contained in Section 2 to the contrary, the City has the right to immediately revoke the permission given pursuant to this Agreement if, in its sole discretion, the City determines that hazardous, toxic or otherwise prohibited products, substances, pollutants, or other materials are brought or caused to be brought into the Basin. 5. This Agreement only grants to Premium revocable permission, and nothing herein shall be deemed to grant Premium an easement, lease, right, title or any other interest in the Basin. 6. The provisions of this Agreement shall not be deemed to create any third party benefit hereunder for any member of the public or to authorize any one, not a party hereto, to maintain suit pursuant to the terms of this Agreement. $ 7. This Agreement may be amended only by a written instrument signed by all parties. I 8. This Agreement shall be governed by the laws of the State of Missouri. 9. In the event this Agreement is litigated, venue shall be proper only in the Circuit Court of Platte County, Missouri. 10. This Agreement is not assignable or transferable, nor does it run with the land. 1 11. This Agreement may be executed in separate counterparts. 12. Premium shall comply with all federal, state, and local laws, ordinances, and regulations in performance under this Agreement. s s 9 i 1 13. This Agreement is the joint work product of the parties and, in the event of any ambiguity herein, no inference shall be drawn against a party because of document preparation. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date last signed by the parties. City of Riverside, Missouri: ` By: �L��� Kathleen L. Rose Mayor 1 .. Date: 1 ATTEST:- Robin Kincaid, City Clerk Premium Waters, Inc. By: Name: Title: AAN�c-� Date: �r��'