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Home My WebLink About2024-08-19 I01E_04 License & Indemnity Agreement_Alices LCAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: August 19, 2024 AGENDA ITEM:Consideration of approval of a resolution approving License and Indemnity Agreement between Alices, L.C. and the City of Waukee [Outlot Z, Prairie Crossing Plat 1] FORMAT:Resolution SYNOPSIS INCLUDING PRO & CON: Approval of the License and Indemnity Agreement is necessary to complete soil borings for the Alice’s Road Widening project. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: RECOMMENDATION: Approve the resolution. ATTACHMENTS: I. License and Indemnity Agreement II. Resolution PREPARED BY: Sara Kappos REVIEWED BY: Sara Kappos SKK PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: DATE OF PUBLICATION: I1E4 THE CITY OF WAUKEE, IOWA RESOLUTION 2024- APPROVING LICENSE AND INDEMNITY AGREEMENT BETWEEN ALICES, L.C. AND THE CITY OF WAUKEE [OUTLOT Z, PRAIRIE CROSSING PLAT 1] IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal Organization; AND, WHEREAS, the City has been in discussions with specific property owners regarding the soil borings necessary to complete design of the Alice’s Road Widening project; AND WHEREAS, the discussions have resulted in an agreement that the City Staff believes is in the best interest of the City to approve; AND NOW THEREFORE BE IT RESOLVED by the City Council of the City of Waukee, Iowa, that the License and Indemnity Agreement between Alices, L.C. and City of Waukee [Outlot Z, Prairie Crossing Plat 1]] are hereby approved. BE IT FURTHER RESOLVED that the Mayor is authorized to execute any and all documents to effectuate the closing on behalf of the City, and that the City Clerk shall cause the originals of the Easements to be recorded upon the properties by submitting the original to the Dallas County Recorder with the appropriate recording fees. Passed by the City Council of the City of Waukee, Iowa, and approved this the 19th day of August, 2024. ____________________________ Courtney Clarke, Mayor Attest: ___________________________________ Rebecca D. Schuett, City Clerk RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN R. Charles Bottenberg Chris Crone Rob Grove Anna Bergman Pierce Ben Sinclair 1 LICENSE AND INDEMNITY AGREEMENT This License and Indemnity Agreement (the “Agreement”) is entered into effective as of the _____ day of August 2024, by and between Alices, L.C., hereafter referred to as “Licensor,” and City of Waukee, Iowa hereafter referred to as “Licensee.” RECITALS: WHEREAS, Licensor is the owner of certain property legally described and depicted on Exhibit A, attached hereto and incorporated herein by reference, in the City of Waukee, Dallas County, Iowa (the “Property”); and WHEREAS, Licensee desires to enter onto the Property to perform exploratory soil boings within the basin to determine soil type, water table elevation, and suitability for storm water quality improvements, subject to the terms and conditions set forth below. Grant of License In consideration of the covenants contained herein, Licensor grants to Licensee, and any agents, subcontractors or employees working under Licensee, a license to access the Property (hereafter referred to as the “License”) to perform the following acts in the License Area: perform exploratory soil boings within the basin to determine soil type, water table elevation, and suitability for storm water quality improvements in the area located on the map attached hereto as Exhibit A (“Permitted Use”). To access the Property for the purpose of engaging in such Permitted Use in the License Area and activities reasonably related to the Permitted Use in the License Area. The License granted herein shall be effective from the date first referenced above until September 30, 2024, pursuant to the terms of this Agreement. Licensee may not use the License Area or the Property for any other purpose or business without obtaining Licensor’s prior written consent. In consideration for the License granted herein, Licensee shall restore any portion of the Property used by the Licensee for the Permitted Use to its actual condition existing at the time the Licensee began its Permitted Use. Such restoration is intended to compensate Licensor for the Licensee’s use of the Property. License Non-assignable This License is personal to the Licensee and shall not be assigned. Any attempt to assign the License shall automatically terminate it. No legal title of leasehold interest in the Property is created or vested in Licensee by the grant of this License. Revocation Licensor or Licensee may revoke this License or terminate this Agreement at will by having a written revocation or terminate notice delivered to the other party at least thirty (30) days prior to the termination date specified in the notice. 2 Termination of Occupancy After receipt of a notice of termination from Licensor, Licensee, on or before the effective date of termination specified in that notice, shall remove all of Licensee’s personal property from the Property and shall surrender possession of the Property to Licensor in good order and repair to the satisfaction of Licensor. Indemnity Licensee, as a material part of the consideration to be rendered to Licensor under this Agreement, waives all claims against Licensor for damages to all personal property in, on, or about the Property, and for injuries to persons in or about the Property, from any cause arising at any time. Further, Licensee agrees to hold Licensor exempt and harmless for and on account of any damage or injury to any person or personal property of any person, arising from (a) Licensee’s use of the Property, or (b) Licensee’s failure to keep the Property and surrounding areas safe and in good condition. Licensor shall not be liable to Licensee for any damage by or from any act or negligence of any other occupant of the Property or any occupant of adjoining or contiguous property. Licensee agrees to pay for all damages to the Property caused by Licensee’s misuse or neglect of the Property. It is acknowledged and agreed that the Licensee shall bear the burden of proving that the indemnification stated above is not appropriate. The Licensor shall not be liable for any amounts paid in settlement of any claim or action where written consent of the Licensor was not first obtained. All reasonable expenses incurred by the Licensor to enforce this Agreement, and all costs of defending any third party claims or action brought against Licensor under this Agreement will be the sole responsibility of the Licensee. The parties acknowledge and agree that pursuant to the terms of this Agreement, indemnification will be unlimited as to amount. Insurance Licensee further agrees to maintain in full force during the term of this License, at Licensee’s own expense, a policy of comprehensive liability insurance, including property damage, which will insure Licensee against liability for injury to persons, damage to property, and death of any person occurring in or about the Property. The policy shall be approved as to form and insurance by Licensor. The insurance shall be not less than $1,000,000.00 for any one person injured or killed, not less than $1,000,000.00 for any one incident, and not less than $500,000.00 for property damage. Maintenance Licensor shall be responsible for maintaining the Property during the term of this Agreement. Entire Agreement This Agreement constitutes the entire agreement between Licensor and Licensee relating to the License. Any prior agreements, promises, negotiations, or representations not expressly set 3 forth in this Agreement are of no force and effect. Any amendment to this Agreement shall be of no force and effect unless it is in writing and signed by Licensor and Licensee. Executed effective as of August ____, 2024. LICENSOR ALICES, L.C. an Iowa limited liability company By: Gerard D. Neugent, Manager LICENSEE CITY OF WAUKEE, IOWA By: Name: Its: 4 EXHIBIT A Legal Description of the Property Parcel 1227404002 Outlot Z, Prairie Crossing Plat 1, an Official Plat, now included in and forming a part of the City of Waukee, Dallas County, Iowa