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Home My Public Portal AboutResolution #2016-06, A Resolution Approving A Policy To Allow The City To Indemnify And Hold Harmless Alcoa From Liability Associated With The City's And The Public Licensed Use Of Alcoa Property For Events RESOLUTION 2016-6 A RESOLUTION APPROVING A POLICY TO ALLOW THE CITY TO INDEMNIFY AND HOLD HARMLESS ALCOA FROM LIABILITY ASSOCIATED WITH THE CITY'S AND THE PUBLIC'S LICENSED USE OF ALCOA PROPERTY FOR EVENTS WHEREAS THE CITY COUNCIL OF RIVERDALE has identified the need of having use of additional property for parking and other public use at certain scheduled City sponsored events (collectively`Event"),AND WHEREAS Alcoa has generously allowed use of certain of its property for such purposes and has requested the City,as a condition of public use of Alcoa property,hold harmless and indemnify Alcoa for third-party claims associated with such public use. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RIVERDALE,IOWA: That as a condition of the public use of the property owned by Alcoa,Inc. during City sponsored community events,the City will indemnify and hold harmless Alcoa from any and all third party claims for bodily injury(including death)or damage to property associated with the City's or the public's use of the Alcoa property during an Event,except to the extent attributable to the gross negligence or intentional misconduct of Alcoa in accordance with the terms of the attached License,Indemnification and Hold Harmless Agreement. BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF RIVERDALE, IOWA: That,in accordance with the foregoing resolution,the City enter into the attached License, Indemnification and Hold Harmless Agreement with Alcoa Inc. and the Mayor and City Clerk are authorized to execute such Agreement on behalf of the City. Passed and approved this 3 day of May,2016. Ayes: Channon,Hupp, Seaberg Nays: Littrel,Halsey Absent: Sonya Pad sock,Mayor ATTEST: Paula McIntosh,City Clerk/Treasurer LICENSE,INDEMNIFICATION AND HOLD HARMLESS AGREEMENT This License, Indemnification and Hold Harmless Agreement ("Agreement") is entered into this 3rd day of May , 2016, by and between the City of Riverdale, Iowa, an Iowa Municipal Corporation(the "City"), 110 Manor Drive, Riverdale, Iowa 52722, and Alcoa Inc. ("Alcoa"). In consideration of the promises, covenants and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Alcoa hereby covenant and agree as follows. 1. Alcoa grants the City a revocable license to use certain real estate owned by Alcoa located at the Alcoa Training Center and other areas as further described in the attached Exhibit A (collectively referred to as "Licensed Areas"), during certain community events held by the City as listed on the attached Exhibit B (collectively"Event"), as Exhibit B may be amended or supplemented by written notice and written acknowledgment of the Mayor of the City and the Plant Manager of the manufacturing facility of Alcoa located in Riverdale. 2. The City, pursuant to Resolution 2016-6, will indemnify and hold harmless Alcoa from any and all third party claims for bodily injury (including death) or damage to property associated with the City's or the public's use of the Licensed Areas during an Event, except to the extent attributable to the gross negligence or intentional misconduct of Alcoa. Alcoa claiming indemnification under this paragraph shall cooperate in the defense of any claim, accept joint defense paid at the City's sole cost, and shall forego any objection to any settlement made on behalf of Alcoa and City so long as such settlement does not create any cost or continuing obligation to Alcoa. In making this indemnification, the City is not waiving any statutory rights of immunity it otherwise may enjoy by virtue of law. In the event the City procures insurance for this obligation, such insurance shall likewise not be deemed a waiver of any statutory immunity. This indemnification shall exist for so long as the license exists, and shall apply to all subsequent owners of the real estate on which Licensed Areas are located. City agrees to abide by any rules or regulations adopted by Alcoa governing the public's use of the Licensed Areas. 3. City and its successors and assigns shall not assign any license granted under this Agreement without the prior written consent of Alcoa, its successors and assigns. 4. Except as expressly provided herein and by City ordinance or resolution, the City is under no obligation whatsoever to maintain, in any particular state or condition, the Licensed Areas, and the responsibility to install, repair, and maintain the Licensed Areas shall remain with Alcoa, except that City will remove any litter or debris discarded on Licensed Areas attributable to the public use of the Licensed Areas during an Event. 5. Alcoa, its successors and assigns, shall have the right to use of the real estate on which the Licensed Areas are located during an Event, subject to this Agreement. 6. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of Alcoa and the City. 1 7. Except to the extent specifically provided to the contrary in this Agreement, all notices given or required to be given hereunder shall be in writing and addressed to the parties as set out below. Any notices,requests,demands,payments or other communications hereunder shall be deemed given upon personal delivery or, if not personally delivered,when sent by U.S. Mail registered or certified,postage prepaid, return receipt requested,by overnight courier service such as Federal Express or Airborne Express, or by electronic facsimile transmission,addressed to the respective parties as follows: If to City: City of Riverdale, Iowa Attn: Mayor Riverdale City Hall 110 Manor Drive Riverdale, IA 52722 With a Copy to: City of Riverdale, Iowa Attn: City Clerk Riverdale City Hall 110 Manor Drive Riverdale, IA 52722 If to Alcoa: Alcoa, Inc. Attn: Either party may,by giving written notice to the other in the manner provided above, designate a different address for receiving notices under this Agreement. 8. This Agreement may be terminated by either party upon thirty(30)days' written notice to the other party,provided that the obligations of the City,pursuant to Section 2 of this Agreement, shall survive termination of this Agreement. Signed ALCOA INC. By: NAME TITLE ACCEPTED and AGREED: 2 CITY OF RIVERDALE Attest: TITLE COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF ALLEGHENY ) On this day of , 2016, before me, a Notary Public in and for the State of Iowa, personally appeared , to me personally known, who being by me duly sworn, did say that he is a Vice President of Alcoa Inc., and that said instrument was signed on behalf of Alcoa Inc. by authority of its board of directors and that acknowledged the execution of said instrument to be the voluntary act and deed of Alcoa Inc., by it voluntarily executed. WITNESS my hand and notarial seal on the day and year last above written. 3 EXHIBIT A Licensed Areas Alcoa property at the end of Windsor,Parcel#842337005. Parking areas and unimproved areas of the Learning Center,Parcel#842353002. 4 EXHIBIT B List of Events June 19, 2016 Ride the River Events with Pop up Park July 2, 2016 Independence Day Celebration and Car Show Oct 15'2016 Fire Department Smoke Eater 5K Run 5