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HomeMy WebLinkAbout2013 CON Costco Corporation - Indemnity Agreement Police / Fire TrainingINDEMNITY AGREEMENT RELATING TO FIRE AND POLICE TRAINING OPERATIONS, BY AND BETWEEN THE CITY OF NATIONAL CITY AND COSTCO WHOLESALE CORPORATION THIS INDEMNITY AGREEMENT ("Agreement") is entered into this 17th day of September, 2013, by and between the CITY OF NATIONAL CITY, a municipal corporation ("CITY") and COSTCO WHOLESALE CORPORATION ("OWNER"), owner of the property located at 1001 West 19th Street (the "PROPERTY"), collectively referred to as the "PARTIES". RECITALS WHEREAS, the City of National City Fire Department desires the opportunity to participate in ventilation maneuvers and training operations in a vacant structure; and WHEREAS, the City of National City Police Department desires the opportunity to participate in SWAT training maneuvers and operations in a vacant structure; and Property; and WHEREAS, the OWNER will be demolishing a structure located at the WHEREAS, the CITY has requested permission from the OWNER to use the Property, prior to scheduled demolition of the structure, for the CITY Fire Department to perform ventilation maneuvers and training operations (which would not include any burning of the Property or structure) and for the CITY Police Department to perform SWAT training activities and operations (collectively referred to as "Training Operations"); and WHEREAS, OWNER desires to cooperate with the CITY and to authorize Training Operations at the Property, subject to the terms and conditions set forth herein. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. The OWNER hereby agrees to allow the CITY to use the Property, free of charge, to conduct Training Operations on or about September , 2013. 2. The CITY acknowledges and agrees that the Training Operations are a hazardous activity that are being conducted for the CITY's own benefit. The CITY therefore agrees to assume all risk and accept full responsibility and liability for the Training Operations, including sole responsibility for: (a) inspecting the Property for potentially hazardous conditions, whether known or unknown, that could in any way affect the Training Operations and issues of health or safety relating thereto; (b) all safety and risk of injury or damage in connection with the Training Operations; (c) the security of all persons and property potentially affected by the Training Operations; (d) complying with all applicable laws in relation to the Training Operations; and (d) all Claims (defined below) which could potentially result or arise from the Training Operations. 3. INDEMNIFICATION BY THE CITY. The CITY shall defend (with counsel of OWNER's choice), protect, indemnify and hold harmless OWNER and its general contractor, W. L. Butler Construction, Inc., and their respective agents, employees, affiliates, successors and assigns, and each of them ("Indemnitees") from and against any and all claims, demands, causes of action, damages, costs, expenses, actual attorneys' fees, losses and/or liabilities of every kind and nature whatsoever ("Claims") arising out of, relating to or in connection with the Training Operations, including, but not limited to, personal injury claims, property damage claims (to property other than the Property agreed as being subjected to the Training Operations), workers' compensation claims, and any other Claims arising from the Training Operations, except to the extent the Claims are caused by the sole negligence or willful misconduct of Indemnitees. 4. SIGNATURE AUTHORITY. The undersigned represent that they are authorized to sign this Agreement and to bind the Parties herein to this Agreement. 5. MISCELLANEOUS PROVISIONS. A. Applicable Law/Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Jurisdiction over any dispute or claims arising from this Agreement shall be in the Superior Court of California in Orange County. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the Parties hereto. D. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. E. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the Parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either Party hereto, or by or to an 2 employee, officer, agent or representative of any Party hereto shall be of any effect unless it is in writing and executed by the Party to be bound thereby. F. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties hereto. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first above written. CI NATIONAL CITY Ron Morrison, Mayor Date: September 17, 2013 "PROVED AS TO FORM: Iiii 74'!1- a tua Silva City A COSTCO WHOLESALE CORPORATION (Signatures -- of TWO corporate officers required) flz (Name) E 1_ <. VI4.i (Title) Date: / I3 Ar sdiA5 01A (Name) ISN-V 0',()+V 1:\ (Title) Date: c J 3 J 3 RESOLUTION NO. 2013 — 139 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN INDEMNITY AGREEMENT RELATING TO FIRE AND POLICE TRAINING OPERATIONS WITH COSTCO WHOLESALE CORPORATION, OWNERS OF THE PROPERTY LOCATED AT 1001 WEST 19TH STREET, FOR TRAINING PURPOSES FOR FIRE AND POLICE PERSONNEL AT A VACANT STRUCTURE WHEREAS, Costco Wholesale Corporation ("Costco") has decided to demolish the building on their property located at 1001 West 19th Street, National City; and WHEREAS, Costco has agreed to allow the National City Fire Department and Police Department to use the property free of charge for training purposes; and WHEREAS, the Indemnity Agreement provides that the City shall be responsible for all training operations, any consequential injury or damage to persons during the training operations, and indemnify, hold harmless and release Costco from liability concerning the training operations; and WHEREAS, Costco shall be responsible for assuring that all persons are vacated from the premises immediately prior to the training operations, will disclose any known dangerous conditions on or of the property, and will confirm with the City that the training operations have conclude prior to authorizing any demolition of property, NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Indemnity Agreement Relating to Fire/Police Training Operations with Costco Wholesale Corporation for training operations by the National City Fire Department and Police Department at the vacant structure on Costco's property located at 1001 West 19th Street, National City. PASSED and ADOPTED this 17th day of Sep_i1 72013. on Morrison, Mayor ATTEST: c ael R. Dall City y Clerk • "i•OVE'TO FORM: ti .M C - •'� acitua?v� Ci Attorney Passed and adopted by the Council of the City of National City, California, on September 17, 2013 by the following vote, to -wit: Ayes: Councilmembers Cano, Morrison, Natividad, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California City lerk of the City o National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2013-139 of the City of National City, California, passed and adopted by the Council of said City on September 17, 2013. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: September 17, 2013 AGENDA ITEM NO.12 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to sign an Indemnity Agreement relating to Fire/Police training operations, by and between the City of National City and Costco Wholesale Corporation, Owners of the Property at 1001 West 19th Street, National City, CA 91950 for training purposes for Police and Fire personnel in a vacant structure. (Fire) PREPARED BY: Walter Amedee /JO PHONE: 619-336-4556 EXPLANATION: DEPARTMENT: Fire APPROVED BY: The Costco Wholesale Corporation has decided to demolish the building and plans to build a new structure located at 1001 West 19th Street. This vacant structure provides a training opportunity for police and fire personnel to perform "real life" training such as ventilation maneuvers, SWAT activities, and the like. The training would not include any burning of the structures. The Costco Wholesale Corporation has agreed to allow the National City Fire Department and Police Department to use the property, free of charge. The City agrees to be responsible for all training operations and any consequential injury or damage to persons during the training operations. The Costco Wholesale Corporation will be responsible for assuring that all persons are vacated from such premises immediately prior to the training operations, will disclose any known dangerous or hazardous conditions on or of the property, and will confirm with City that the training operations have concluded prior to authorizing any demolition of the property. Notification will be provided to .sidents and businesses. The City agrees to indemnify, hold harmless and release Costco Wholesale .corporation from liability concerning the training operations. FINANCIAL STATEMENT: ACCOUNT NO. No financial impact. ENVIRONMENTAL REVIEW: ORDINANCE: INTRODUCTION: FINAL ADOPTION: APPROVED: « La Finance APPROVED: MIS STAFF RECOMMENDATION: Authorize the Mayor to sign an Indemnity Agreement and Release by and between the City of National City and the Costco Wholesale Corporation, Owners of the Property at 1001 West 19th Street for police and fire training. BOARD / COMMISSION RECOMMENDATION: TTACHMENTS: 1. Indemnity Agreement relating to Fire/Police training operations, by and between the City of National City and Costco Wholesale Corporation 2. Resolution INDEMNITY AGREEMENT RELATING TO FIRE AND POLICE TRAINING OPERATIONS, BY AND BETWEEN THE CITY OF NATIONAL CITY AND COSTCO WHOLESALE CORPORATION THIS INDEMNITY AGREEMENT ("Agreement") is entered into this 17th day of September, 2013, by and between the CITY OF NATIONAL CITY, a municipal corporation ("CITY") and COSTCO WHOLESALE CORPORATION ("OWNER"), owner of the property located at 1001 West 19th Street (the "PROPERTY"), collectively referred to as the "PARTIES". RECITALS WHEREAS, the City of National City Fire Department desires the opportunity to participate in ventilation maneuvers and training operations in a vacant structure; and WHEREAS, the City of National City Police Department desires the opportunity to participate in SWAT training maneuvers and operations in a vacant structure; and WHEREAS, the OWNER will be demolishing a structure located at the Property; and WHEREAS, the CITY has requested permission from the OWNER to use the Property, prior to scheduled demolition of the structure, for the CITY Fire Department to perform ventilation maneuvers and training operations (which would not include any burning of the Property or structure) and for the CITY Police Department to perform SWAT training activities and operations (collectively referred to as "Training Operations"); and WHEREAS, OWNER desires to cooperate with the CITY and to authorize Training Operations at the Property, subject to the terms and conditions set forth herein. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. The OWNER hereby agrees to allow the CITY to use the Property, free of charge, to conduct Training Operations on or about September , 2013. 2. The CITY acknowledges and agrees that the Training Operations are a hazardous activity that are being conducted for the CITY's own benefit. The CITY therefore agrees to assume all risk and accept full responsibility and liability for the Training Operations, including sole responsibility for: (a) inspecting the Property for potentially hazardous conditions, whether known or unknown, that could in any way affect the Training Operations and issues of health or safety relating thereto; (b) all safety and risk of injury or damage in connection with the Training Operations; (c) the security of all persons and property potentially affected by the Training Operations; (d) complying with all applicable laws in relation to the Training Operations; and (d) all Claims (defined below) which could potentially result or arise from the Training Operations. 3. INDEMNIFICATION BY THE CITY. The CITY shall defend (with counsel of OWNER's choice), protect, indemnify and hold harmless OWNER and its general contractor, W. L. Butler Construction, Inc., and their respective agents, employees, affiliates, successors and assigns, and each of them ("Indemnitees") from and against any and all claims, demands, causes of action, damages, costs, expenses, actual attorneys' fees, losses and/or liabilities of every kind and nature whatsoever ("Claims") arising out of, relating to or in connection with the Training Operations, including, but not limited to, personal injury claims, property damage claims (to property other than the Property agreed as being subjected to the Training Operations), workers' compensation claims, and any other Claims arising from the Training Operations, except to the extent the Claims are caused by the sole negligence or willful misconduct of Indemnitees. 4. SIGNATURE AUTHORITY. The undersigned represent that they are authorized to sign this Agreement and to bind the Parties herein to this Agreement. 5. MISCELLANEOUS PROVISIONS. A. Applicable Law/Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Jurisdiction over any dispute or claims arising from this Agreement shall be in the Superior Court of California in Orange County. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the Parties hereto. D. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. E. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the Parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either Party hereto, or by or to an 2 employee, officer, agent or representative of any Party hereto shall be of any effect unless it is in writing and executed by the Party to be bound thereby. F. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties hereto. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY COSTCO WHOLESALE CORPORATION (Signatures of TWO corporate officers required) Ron Morrison, Mayor Date: September 17, 2013 (Name) (Title) Date: APPROVED AS TO FORM: (Name) Claudia Gacitua Silva (Title) City Attorney Date: 3 RESOLUTION NO. 2013 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN INDEMNITY AGREEMENT RELATING TO FIRE AND POLICE TRAINING OPERATIONS WITH COSTCO WHOLESALE CORPORATION, OWNERS OF THE PROPERTY LOCATED AT 1001 WEST 19TH STREET, FOR TRAINING PURPOSES FOR FIRE AND POLICE PERSONNEL AT A VACANT STRUCTURE WHEREAS, Costco Wholesale Corporation ("Costco") has decided to demolish the building on their property located at 1001 West 19th Street, National City; and WHEREAS, Costco has agreed to allow the National City Fire Department and Police Department to use the property free of charge for training purposes; and WHEREAS, the Indemnity Agreement provides that the City shall be responsible for all training operations, any consequential injury or damage to persons during the training operations, and indemnify, hold harmless and release Costco from liability concerning the training operations; and WHEREAS, Costco shall be responsible for assuring that all persons are vacated from the premises immediately prior to the training operations, will disclose any known dangerous conditions on or of the property, and will confirm with the City that the training operations have conclude prior to authorizing any demolition of property, NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Indemnity Agreement Relating to Fire/Police Training Operations with Costco Wholesale Corporation for training operations by the National City Fire Department and Police Department at the vacant structure on Costco's property located at 1001 West 19th Street, National City. PASSED and ADOPTED this 17th day of September, 2013. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney