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Home My WebLink AboutR-2012-002 License and Indemnity Agreement with Briarcliff Realty RESOLUTION NO. R-2012-002 A RESOLUTION AUTHORIZING, RATIFYING AND CONFIRMING EXECUTION OF A LICENSE AND INDEMNITY AGREEMENT WITH BRIARCLIFF REALTY, LLC WHEREAS, the Board of Aldermen find it is in the best interest of the City to enter into a License and Indemnity Agreement with Briarcliff Realty, LLC to allow Briarcliff Realty, LLC to enter onto property owned by the City to perform soil testing and soil removal to prepare pad sites in the Briarcliff Horizons Site for potential construction of a building and other improvements according to the terms and conditions set forth in Exhibit "A" attached hereto; NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: THAT the Mayor is hereby authorized to execute and deliver the License and Indemnity Agreement by and between Briarcliff Realty, LLC and the City of Riverside, Missouri in substantially the same form as attached hereto as Exhibit "A" and the City Clerk is authorized to attest thereto and all actions related thereto taken prior to the adoption of this resolution are hereby ratified and confirmed; FURTHER THAT the City Administrator, Mayor, Finance Director and/or other city officials are hereby authorized to execute any and all other documents necessary or incidental to carry out the terms and conditions of such Agreement and to effectuate the license contemplated therein. PASSED AND ADOPTED by the Board of ermen and APPROVED by the Mayor of the City of Riverside, Missouri, the � day of�� 2012. � a �,l�ilil/��/a.11� Kathleen L. Rose, Mayor ATTEST: r ` ��-'��z?_.�Q Robin City Clerk Approvad�a to Form: ;, , ` , am m �, City Attorney I LICENSE AND INDEMNITY AGREEMENT This License and Indemnity Agreement ("AgreemenP') is made and entered into as of this �n` day of December, 2011, by and between the City of Riverside, Missouri (the "City"), the [ndustrial Development Authority of the City of Riverside ("Authority") and Briarcliff Realty, LLC. ("Briarcliff'); WHEREAS the City and Briarcliff have entered into a Master Development Agreement dated May 1Q 2011, as amended, ("MDA") which provides for the construction of certain improvements in connection with the Briarcliff Horizons Project located on land generally bounded by Horizons Parkway on the west, Interstate 635 on the south and east and BNSF railroad line on the north (`Briaroliff Horizons Site"); and WHEREAS the improvements contemplated by the MDA to the Briarcliff Horizons Site require the excavation and import of soil in connection with the construction activities; and WHEREAS City and Authority own additional land in Riverside Horizons located on the west side of Horizons Parkway depicted on Exhibit "A" attached hereto (the "Land") that City and Authority desire to make available to Briarcliff for construction activities on the Briarcliff Horizons Site; and WHEREAS the parties are entering into this Agreement in order to grant Briarcliff and its contractor and subcontractors a license to enter the Land to do soil testing and soil removal to prepare pad sites in the Briarcliff Horizons Site for potential construction of a building and other improvements ("Site Work"). NOW, THEREFORE, the City, Authoriry and Briarcliffagree that: 1. License. The Ciry and Authority hereby grant Briarcliff and its contractor and subcontractors a revocable license (the "License") to enter the Land for the purpose of performing soil testing and soil removal in connection with the Site Work. This License shall include any necessary right of ingress and egress. This License may be revoked by the City or Authority upon five (5) days written notice to Briarcliff. Except as otherwise provided in the MDA, this License shall not obligate Briarcliff to do any Site Work or to enter into an agreement with the City or Authority for the purchase and/or sale of the Land. Except as otherwise provided in the MDA, Briarcliff shall not be entitled to reimbursement by the City or Authority for any Site Work. 2. I i. Briarcliff hereby agrees to indemnify and hold the City and Authority harmless from any and all claims, demands or causes of action (including costs and reasonable " attorney fees) for personal injury, death or property damage arising out of any act or omission of Briarcliff, its contractor or subcontractors except to the extent primarily caused by the acts or omissions of the City or Authority. This indemnity shall be in addition to and not in limitation of any other remedy available to the City or Authority at Iaw or in equity any of which may be executed singularly or concurrently and all which shall be cumulative. 3. [nsurance. Briarcliff shall provide or shall require its contractor or subcon[ractors to provide comprehensive general liability insurance in the amount of $I,000,000.00 each occurrence and $3,000,000.00 annual aggregate. The policy shall be endorsed to include the City and Authoriry as additional insureds. Briarcliff shall require its contractor and subcontractors to provide proof of worker's compensation that meets the requirements of Missouri law. 4. Notice. Any notices required under this Agreement shall be sent by United States Certified Mail, Retum Receipt Requested, postage prepaid as follows: If to City or Authority: City of Riverside Industrial Development Authority of the City of Riverside 2950 NW Vivion Rd Riverside, MO 64150 Attn: Nancy Thompson, City Attorney Ifto Briarcliff: Briarcliff Realty, LLC 1300 N W Briarcliff Pkwy - Suite 200 Kansas City, MO 64150 Attn: Chris Williams Copies of any notices to Briarcliff shall be sent by email to Chris Williams and Nathaniel Hagedorn as follows: bmi les(c�.briarcl iffkc. com njhna briarclifflcacom Copies of any notices to City or Authority shall be sent by email to David Blackbum and Nancy Thompson as follows: dblackburn(a� riversidemo.com nthomg�son(a�riversi demo. com 5. Miscellaneous. This Agreement may only amended in writing signed by the City, Authority and Briarcliff. This Agreement shall be binding upon and inure to the successors and assigns ofthe Ciry, Authority and Briarcliff. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. The Sections headings contained in this Agreement are for wnvenience only and shall have no substantive affect. This Agreement may be executed by electronic or facsimile signature. Any term or provision of this Agreement that is unenforceable shall not affect the validity or enforceability of the remaining provisions or this Agreement. This Agreement wnstitutes the entire Agreement of the parties with respect to the subject matter hereof and supersedes any prior understandings or agreements. Executed as of the date first above written. CITY OF RIVERSIDE MISSOURI By �X�.Q� � Kathl n L. Rose, Mayor THE INDUSTR[AL DEVELOPMENT AUTHORITY OF THE CITY OF RIVE SIDE;, MISSOURI � By ��Ll•f u� Pamela J. Dara , President BRIARCLIFF REALTY, LLC �Y ' — Nathaniel Hagedorn, M ger