HomeMy WebLinkAboutProperty #: P19-039 - 9/10/2019 P19-039
ACCESS AND INDEMNITY AGREEMENT
This Access and Indemnity Agreement (hereinafter "Agreement") is made by and between
McCarthy Building Companies Inc.,a Missouri corporation authorized to do business in the State of
Arizona("Builder"), and the City of Glendale, a municipal corporation organized under the laws of
the State of Arizona (hereinafter "Glendale") and their respective employees, consultants,
contractors,agents,assigns and successors in interest.
WHEREAS, Glendale currently owns certain real property in Glendale, Arizona, which
includes approximately 0.6 acres of vacant land identified as Maricopa County Assessor Parcels
148030014D and 14803014E and is legally described in Exhibit 1 ("City Property");and
WHEREAS, Builder has asked to use the City Property to support its construction
activities being undertaken on its Project Site known as Arroyo Elementary School and described
herein. Builder intends to use the City Property solely as a parking area for employee vehicles so it
can limit traffic congestion in the immediate vicinity of the Project Site;and
WHEREAS,the City has agreed to grant access to the City Property in accordance with the
terms and conditions of this Agreement;
THEREFORE, in consideration of the mutual promises and covenants contained herein
and other good and valuable consideration,the receipt of which is hereby acknowledged, and with
the intent to be legally bound,Builder and Glendale hereby covenant and agree as follows:
DEFINITIONS
As used in this Agreement,the following terms shall have the meaning set forth below:
a) `Builder" means McCarthy Building Companies Inc., its contractor(s) and/or its
subcontractor(s)retained by Builder to perform any Field Work at, on or adjacent to
the City Property and the Project Site.
b) "Environmental Condition" means any condition with respect to soil, surface
water or groundwater at, from or below the City Property or other conditions
present at the City Property. Such conditions need not be in violation of
Environmental Laws (as herein defined) or require remedial action and/or could
result in claims, demands, and/or liabilities to third parties, including but not
limited to governmental entities.
c) "Environmental Laws" shall include,without limitation, federal, state, local, and
regional statutes, rules, regulations, and the common law relating to all
environmental media (i.e., air, soil and water), including, without limitation, the
Arizona Environmental Quality Act, contained in Title 49 of the Arizona Revised
Statutes, as amended; the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et
seq. ("CERCLA"); the Resource Conservation and Recovery Act of 1976, as
amended, 42 U.S.C. Section 6901, et seq. ("RCRA"); the Hazardous Materials
Transportation Act, as amended, 49 U.S.C. Section 1801, et seq. ("HMTA"); the
Clean Air Act, as amended, 42 U.S.C. Section 7401, et seq.; the Emergency
Planning and Community Right-To-Know Act of 1986, as amended, 42 U.S.C.
Section 11001 et seq. ("EPCRA"); the Federal Insecticide, Fungicide, and
Rodenticide Act,as amended, 7 U.S.C. Section 136, et seq.; the Clean Water Act,
as amended, 33 U.S.C. Section 1251, et seq.; the National Environmental Policy
Act, as amended, 42 U.S.C. Section 4321, et seq.; the Occupational Safety and
Health Act, as amended, 29 U.S.C. Section 651 et seq.; the Endangered Species
Act, as amended, 16 U.S.C. Section 1531, et seq.; the Rivers and Harbors Act of
1899, as amended, 33 U.S.C. Section 401 et seq.;the Oil Pollution Act of 1990,as
amended; the Pollution Prevention Act of 1990, as amended; the Safe Drinking
Water Act, as amended, 42 U.S.C. Section 30011 et seq.; the Toxic Substances
Control Act, as amended, 7 U.S.C. Section 136 et seq. ("TSCA"); any regulations
promulgated under or pursuant to any of the foregoing; and all other federal, state,
and local laws, ordinances, statutes, codes, rules, regulations, orders, and decrees
now in effect relating to the release or threat of release of Hazardous Material at
or from the Property.
d) "Field Work" means the activities to be performed by Builder or on Builder's
behalf that may change,alter,minimize,exacerbate,or otherwise affect any physical
condition, including any Environmental Condition,of the City Property as it existed
on the Effective Date of this Agreement or before the start of Field Work at or on the
Project Site,whichever was earlier.
e) "Hazardous Material(s)" means, without limitation, any hazardous waste, solid
waste or toxic materials, hazardous substances, pollutants, or contaminants
located at or emanating from the Property, as defined in the applicable
Environmental Laws described herein.
f) "Project Site"means the location,adjacent to or otherwise in close proximity to the
City's Property, where Builder or Builder's contractor(s) are building a new school
facility. The Builder's Project Site is generally located at 47th Avenue and the
Arizona Canal, adjacent to and South of the City's Well#40 wellsite and the Cholla
Water Treatment Plant. The Project Site is generally described and depicted in
Exhibit 2.
TERMS AND CONDITIONS
1. Builder hereby expressly agrees to comply,and to ensure that its contractors comply,
with all Environmental Laws in performing the Field Work at the City Property and Project Site.
2. In order to ensure compliance with all Environmental Laws, Builder specifically
agrees that it will not use, release, generate, store,transport to or dispose of Hazardous Material at,
on or adjacent to the City Property at any time. Builder also agrees to obtain and comply with all
terms and conditions of any required environmental and/or building permits.
3. Builder shall inform City and take any and all required or reasonable actions to
address the release or the threat of release of any Hazardous Material on, at or from the City
Property or Project Site.
4. In consideration of the foregoing provisions, Glendale hereby grants Builder and its
contractor(s) the right to enter and access the City Property for the purpose of providing a parking
location for Builder's employees' personal vehicles.
5. Builder agrees that no construction equipment will be staged, stored, parked or
otherwise come to be located at or on the City Property.
6. Glendale understands that Builder's use of City Property as a parking area may,
among other things, disturb vegetation and soil on the City Property. Builder agrees to and shall
restore any disturbed land to substantially the same condition as existed prior to Builder's Field
Work. Such restoration shall include restoring any feature of the City Property, including any
pavement, asphalt, concrete, soil, vegetation, utility, line, structure or other permanent fixture to its
preexisting condition at Builder's sole expense. All restoration work shall be conducted according
to standard industry practices.
7. Builder shall be solely responsible for properly storing, managing and disposing of
all materials, including building products, soil, samples or other waste material, generated by its
Field Work at the Project Site and will assure that such activities shall not take place on or affect
City Property.
8. City shall not be responsible and makes no warranties or representations about the
security for, any vehicles, equipment,tools and other personal property of Builder, its employees or
its contractor(s) used, stored, or related to the Field Work on the City Property. The safety and
responsibility for any vehicles, equipment, tools and other personal property located on the City
Property or left on the City Property at the conclusion of each day, are the sole responsibility of
Builder or its contractor(s).
9. Builder agrees to procure and maintain, until all of its obligations, including any
warranty periods under this Agreement, are satisfied, insurance against claims for injury to
persons or damage to property which may arise from or in connection with the performance of
the Field Work hereunder by Builder, its employees and its contractor(s).
The insurance requirements herein are minimum requirements for this Agreement and in
no way limit the indemnity covenants contained in this Agreement. The City of Glendale in no
way warrants that the minimum limits contained herein are sufficient to protect the Builder from
liabilities that might arise out of its performance of the work at the Project Site or for any
liability associated with its use of City Property by the Builder, its agents, representatives,
employees or contractors. Builder is free to purchase such additional insurance as it may
determine is necessary.
a. MINIMUM SCOPE AND LIMITS OF INSURANCE: Builder shall provide
coverage with limits of liability not less than those stated below:
1. Commercial General Liability—Occurrence Form
Policy shall include bodily injury, property damage, personal and advertising injury
and broad form contractual liability and XCU coverage.
• General Aggregate $2,000,000
• Products—Completed Operations Aggregate $1,000,000
• Personal and Advertising Injury $1,000,000
• Damage to Rented Premises (if applicable) $ 100,000
• Each Occurrence $1,000,000
A. The policy shall be endorsed to include the following additional
insured language: "The City of Glendale, and directors, officers,
officials, agents and employees (hereinafter referred to as
"Indemnitee") shall be named as additional insureds with respect
to liability arising out of the activities performed by or on behalf
of the Builder." Such additional insured shall be covered to the
full limits of liability purchased by the Builder, even if those limits
of liability are in excess of those required by this Agreement.
B. Policy shall contain a waiver of subrogation in favor of the "City
of Glendale, and its directors, officers, officials, agents and
employees" for losses arising from work performed by or on
behalf of the Builder.
2. Business Automobile Liability
Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles
used in the performance of this Agreement.
• Combined Single Limit(CSL) $1,000,000
A. The policy shall be endorsed to include the following additional
insured language: "The City of Glendale, and its directors,
officers, officials, agents and employees shall be named as
additional insureds with respect to liability arising out of the
activities performed by or on behalf of the Builder, involving
automobiles owned, leased, hired or borrowed by the Builder."
Such additional insured shall be covered to the full limits of
liability purchased by the Builder, even if those limits of liability
are in excess of those required by this Agreement.
B. Policy shall contain a waiver of subrogation endorsement in favor
of the "City of Glendale, its directors, officers, officials, agents
and employees" for losses arising from work performed by or on
behalf of the Builder.
•
3. Worker's Compensation and Employers' Liability
• Workers' Compensation Statutory
• Employers'Liability
Each Accident $1,000,000
Disease—Each Employee $1,000,000
Disease—Policy Limit $1,000,000
A. Policy shall contain a waiver of subrogation endorsement in favor
of the "City of Glendale, its directors, officers, officials, agents
and employees" for losses arising from work performed by or on
behalf of the Builder.
B. This requirement shall not apply to: Separately, EACH Builder or
Contractor exempt under A.R.S. § 23-901, AND when such
Builder or Contractor executes the appropriate waiver (Sole
Proprietor/Independent Consultant)form.
b. ADDITIONAL INSURANCE REQUIREMENTS: The policies are to contain, or
be endorsed to contain,the following provisions:
1. The Builder's policies shall stipulate that the insurance afforded the Builder
shall be primary insurance and that any self-insurance, insurance or excess
insurance carried by its agents, officials, employees or the City of Glendale
shall be excess and not contribute to it.
2. Coverage provided by the Builder shall not be limited to the liability assumed
under the indemnification provisions of this Agreement.
c. NOTICE OF CANCELLATION: With the exception of (10) day notice of
cancellation for non-payment of premium, any changes material to compliance with
this Agreement in the insurance policies above shall require (30) days written notice
to the City of Glendale. Such notice shall be sent directly to the Department.
d. ACCEPTABILITY OF INSURERS: Builders insurance shall be placed with
companies licensed in the State of Arizona or hold approved non-admitted status on
the Arizona Department of Insurance List of Qualified Unauthorized Insurers.
Insurers shall have an "A.M. Best" rating of not less than A- VII. The City of
Glendale in no way warrants that the above-required minimum insurer rating is
sufficient to protect the Builder from potential insurer insolvency.
e. VERIFICATION OF COVERAGE: Builder shall furnish the City of Glendale
with certificates of insurance (ACORD form or equivalent) as required by this
Agreement. The certificates for each insurance policy are to be signed by an
authorized representative. All certificates and endorsements are to be received and
approved by the City of Glendale before work commences. Each insurance policy
required by this Agreement must be in effect at or prior to commencement of work
under this Agreement and remain in effect for the duration of the project. Failure to
maintain the insurance policies as required by this Agreement, or to provide evidence
of renewal, is a material breach of this Agreement. All certificates required shall be
sent directly to the Department. The City of Glendale project/contract number and
project description are to be noted on the certificate of insurance. The City of
Glendale reserves the right to require complete copies of all insurance policies
required by this Agreement at any time.
f. CONTRACTORS: Builder's certificate(s) shall include all Contractors as insureds
under its policies or Builder shall furnish to the City of Glendale separate certificates
for each Contractor. All coverages for Contractors shall be subject to the minimum
requirements identified above. Builder may at its discretion furnish as partial
coverage for a Contractor, certificates with lesser limits of liability than the minimum
amounts identified above, provided that Builder also includes said Contractor as
insured under Builder's insurance for all amounts exceeding such lesser limits of
liability.
g. APPROVAL: Any modification or variation from the insurance requirements in this
Agreement shall be made by the contracting agency in consultation with City's Risk
Manager. Such action will not require a formal contract amendment but may be made
by administrative action.
10. Builder acknowledges the risks associated with the Field Work and agrees that City
shall bear no responsibility or liability for any damage, loss, interference or personal injury or death
suffered by Builder, its employees, its contactor(s) or any other person or third party resulting in
whole or in part arising from the acts,omissions or negligence of Builder or contractor(s).
11. Builder covenants and agrees that to the fullest extent permitted by law, Builder
must defend, indemnify, and hold harmless City and its elected officials, officers, employees and
agents (each, an "Indemnified Party," collectively, the "Indemnified Parties") for, from, and
against any and all claims, demands, actions, damages,judgments, settlements, personal injury
(including sickness, disease, death, and bodily harm), property damage (including loss of use),
infringement, governmental action and all other losses and expenses, including attorneys' fees
and litigation expenses (each, a "Demand or Expense" collectively "Demands or Expenses")
asserted by a third-party (i.e. a person or entity other than City or Builder) and that arises out of
actual or alleged bodily injury or personal injury of any person (including death) or loss or
damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by
the negligent or willful acts or omissions of Builder or any of Builder's directors,officers, agents,
employees, volunteers or Contractors. This indemnity includes any claim or amount arising or
recovered under the Workers' Compensation Law or arising out of the failure of Builder to
conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree.
12. The City's grant of the right to enter and access the City Property terminates on the
one- year anniversary of the Effective Date of this Agreement or upon the completion of the
construction project at or on the Project Site, whichever is sooner. The City may immediately
terminate Builder's and its contractor's(s')right to enter and access the City Property for the failure
to comply with any obligations under this Agreement.
13. IN WITNESS WHEREOF,the undersigned authorized representatives of the parties
have caused this Agreement to be executed as follows. This Agreement is effective on the date of
the last signatory executes and affixes his/her name
BUILDER: BUYER:
McCARTHY BUILDING COMPANIES, CITY OF GLENDALE, ARIZONA
INC., a Missouri corporation a municipal corporation
(frtN1
By V -/
By_ ala/`" Ji'/4p ,k City Manager
Its Senior Project Manager _
ATTEST:
Date: 27th day of August 2019. 40/
lerk
APPROVED AS TO FORM:
City A
Date: 161"day of afk-Anbtr 2019.
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EXHIBIT"A" Chi
A portion of that property described in document recorded
at 2000-0960377 MCR,in Sec 21,T3N R2E,GSRBM
0.6 ACRES Glendale
ARIZONA
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EXHIBIT "B"
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EXHIBIT "A"
0.6 ACRES C4.1
Glendale
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Amos, Lisa
From: Amos, Lisa
Sent: Thursday, June 27, 2019 2:51 PM
To: Mangone, Nancy
Subjec RE: request by contractor to use City owned property adjacent to Cholla WRP
Attach ,ent : Untitled.png
USER/ EE/INDEMNITEE....whatever, depending on document type
McCarthy Building Companies Inc.
6225 N 24th Street
Phoenix, Az 85016
PROPERTY: City owned Property consisting of approximately 0.8 acres, as shown on Exhibit "A", attached)
Nancy, exhibit being created. c, KIC\1 Ci h C P(\CO'iCCA.:
CCu, .SScS`' r-CQ_4
USE: Grantee's Employee vehicle parking for Grantee's djacent construction project at Arroyo Elementary
School, for purposes of easing congestion on City streets and neighborhood during project. No construction
equipment shall be parked or stored on Property. 04
TERM: July 2019 to July 2020 —
TERMINATION: City (Grantor, Licensor, whatever) may terminate agreement with sixty(60) days written notice if it Kr3—
requires the property Lisa L. Amos, MPA, SR/WA 2 l T
Real Estate Program Manager
City of Glendale
5850 West Glendale Ave, Suite 315
Glendale, AZ 85301
LAmos@glendaleaz.com aA-.40c4v LJk,tu-u‘Cu\1C0 ir ' dvu t
Office: 623-930-3643
Fax: 623-915-2861
GL_EWA ov1 loft
w�
Fro : Mangone, Nancy<NMangone@GLENDALEAZ.COM>
S t:Tuesday,June 25, 2019 1:34 PM
To: mos, Lisa <LAmos@GLENDALEAZ.com>
ect: RE: request by contractor to use City owned property adjacent to Cholla WRP
e the info. I can draft it.
From: Amos, Lisa <LAmos@GLENDALEAZ.com>
Sent:Tuesday,June 25, 2019 10:34 AM
To: Mangone, Nancy<NMangone@GLENDALEAZ.COM>
Cc: Amos, Lisa <LAmos@GLENDALEAZ.com>
Subject: FW: request by contractor to use City owned property adjacent to Cholla WRP
A contractor requests to use 2 City of Glendaled owned properties for parking of their employees' vehicles during a
project they have at an adjacent property.
Water Services owns the City property and has no near term use of it.
They of course have items they wish addressed in any agreement.
Megan recalls an agreement you may have used in the past that addresses the issues.
I believe it is the Accedss License and Indemnity Agreement.
See highlighted area below.
Would you like me to draft an agreement (that you provide a template) or I give you the particulars (Licensee name, etc)
and you draft?
Thank you as always, Nancy
See below
Lisa L. Amos, MPA, SR/WA
Real Estate Program Manager
City of Glendale
5850 West Glendale Ave, Suite 315
Glendale, AZ 85301
LAmos@glendaleaz.com
Office: 623-930-3643
Fax: 623-915-2861
Original Message
From: Sheldon, Megan <MSheldon@GLENDALEAZ.COM>
Sent: Tuesday, May 14, 2019 5:27 PM
To: Amos, Lisa <LAmos@GLENDALEAZ.com>; Swieczkowski, Drew<DSwieczkowski@GLENDALEAZ.COM>
Cc: Henny, John<JHenny@GLENDALEAZ.com>; Serio, Ronald <RSerio@GLENDALEAZ.COM>;Johnson, Craig
ohnson • GLENDALEAZ.com>; Kaczmarowski, Tom <TKaczmarowski@GLENDALEAZ.com>1ect: RE: request by contractor to use City owned property adjacent to Cholla WRP
e two parcels are directly adjacent to, and south of, Well 40 (47th Ave/Arizona Canal). I'm not aware of plans to use
acant land in the next year or two, but I'll let others chime in on that.
decided to lease the site, let's discuss environmental requirements to include in the agreement. I think Nancy has
a template that's been used for other city-owned property. Requirements would include, but not be limited to:
-The site would need to be dustproof in order to comply with City Code for unpaved parking areas
-Obtain all required permits (such as dust control permit from MCAQD)
- No storage of bulk or hazardous materials
- In the event of a spill, notify the City and cleanup
- Maintain site free of litter/debris
There's no driveway and, from the aerial, it looks like trees/vegetation may have to be removed to accommodate a
driveway. Also, how much additional traffic in the neighborhood?
-Megan
2
Original Message
From: Amos, Lisa
Sent: Tuesday, May 14, 2019 3:20 PM
To: Swieczkowski, Drew<DSwieczkowski@GLENDALEAZ.COM>
Cc: Henny, John <JHenny@GLENDALEAZ.com>; Serio, Ronald <RSerio@GLENDALEAZ.COM>; Sheldon, Megan
<MSheldon@GLENDALEAZ.COM>;Johnson, Craig<CAJohnson@GLENDALEAZ.com>; Kaczmarowski,Tom
<TKaczmarowski@GLENDALEAZ.com>
Subject: RE: request by contractor to use City owned property adjacent to Cholla WRP
I thought I attached the aerial photo...2 areas outlined in light blue to east of facility. .
Lisa L.Amos, MPA, SR/WA
Real Estate Program Manager
City of Glendale
5850 West Glendale Ave, Suite 315
Glendale, AZ 85301
LAmos@glendaleaz.com
Office: 623-930-3643
Fax: 623-915-2861
Original Message
From: Swieczkowski, Drew<DSwieczkowski@GLENDALEAZ.COM>
Sent: Tuesday, May 14, 2019 3:17 PM
To: Amos, Lisa <LAmos@GLENDALEAZ.com>
Cc: Henny, John <JHenny@GLENDALEAZ.com>; Serio, Ronald <RSerio@GLENDALEAZ.COM>; Sheldon, Megan
<MSheldon@GLENDALEAZ.COM>; Johnson, Craig<CAJohnson@GLENDALEAZ.com>; Kaczmarowski,Tom
<TKaczmarowski@GLENDALEAZ.com>
Subject: Re: request by contractor to use City owned property adjacent to Cholla WRP
Hi Lisa,
Do you what property they are specifically looking at?
Thanks,
Drew
Sent from my iPhone
>On May 14, 2019, at 12:28 PM, Amos, Lisa <LAmos@GLENDALEAZ.com>wrote:
> McCarthy Construction will be building a new school facility at the existing school northeast of Cholla WTP, and
inquired about using City property for parking of cars and trucks...non-construction equipment...employee parking.
>They are looking to utilize the property from July 2019 to July 2020, with the caveat that if the City needs the property,
they have to go.
>What are your thoughts on this?
3
> I have not considered type of document, rate to charge them,etc. because your need for the property trumps any
outside uses.
>
>Thanks.
>
>
> Lisa L.Amos, MPA,SR/WA
> Real Estate Program Manager
>City of Glendale
>5850 West Glendale Ave, Suite 315
>Glendale,AZ 85301
> LAmos@glendaleaz.com<mailto:LAmos@glendaleaz.com>
>Office: 623-930-3643
> Fax: 623-915-2861
> [http://airdynamicsaz.com/images/Glendale-Arizona-City-Logo.png]
>
>
>
><Untitled.png>
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