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Home My WebLink AboutR-2019-049 License Agreement Missouri Gaming Company for the Display of Artwork RESOLUTION NO. R-2019-049 A RESOLUTION APPROVING A LICENSE AGREEMENT WITH THE MISSOURI GAMING COMPANY, LLC FOR THE DISPLAY OF ARTWORK BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, .MISSOURI AS FOLLOWS: THAT the Board of Aldermen hereby approves the License Agreement between the City of Riverside and The Missouri Gaming Company, LLC, attached hereto in its substantial form, and authorizes the Mayor to execute the agreement on behalf of the City; and FURTHER THAT the Mayor,the City Administrator,and other appropriate City officials are hereby authorized to take all actions as may be deemed necessary or convenient to carry out and comply with the intent of the agreement and to execute and deliver for and on behalf of the City all certificates, instruments, agreements and other documents, as may be necessary or convenient to perform all matters herein authorized. PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside,Missouri, the day of 2019. -n2 t - _ ;, �'- ayor Kathleen L. Rose c. AST F i�i ^rs- a • i r - RobinK;irAraid City Clerk LICENSE_AGREEMENT THIS LICENSE AGREEMENT is hereby made and entered into this 4th day of June, 2019, by and between The Missouri Gaming Company, LLC, a Missouri limited liability company (hereinafter referred to as the "Licensor"), and the City of Riverside, Missouri (hereinafter referred to as the "Licensee"). .R1�CA LS WHEREAS, Licensor occupies and controls property located at 3402 NW Tullison Road, Riverside, Missouri (Platte Co. Parcel No. 23-2.0-09-000-000-008.000)("Property"); and WHEREAS, Licensee desires to use a portion of Licensor's Property for the purpose of exhibiting artwork in the approximate location as depicted in Exhibit A ("Art Site"); and WHEREAS, Licensor desires to grant to Licensee a license for the aforementioned purpose. NOW, THEREFORE, for and in consideration of the terms, conditions and mutual covenants contained herein and other good and valuable consideration received by each party, the sufficiency of which are hereby acknowledged, Licensor and Licensee, hereby agree as follows: 1. Grant of license. Licensor hereby grants Licensee permission(the"License")to use the Property at the Art Site to install and exhibit that certain Artwork, as depicted in Exhibit B, in connection with Licensee's Monarch Migration Walk public art project, and attain ingress and egress to and upon said Property for the public's benefit for the purpose of exercising the permission granted herein. Licensor retains the right to use the Property in any manner not inconsistent with the permission herein granted to Licensee, and in accordance with applicable law. 2. Term. This License is granted in perpetuity from the execution date hereof, provided however,that Licensor may terminate this License Agreement for any reason upon sixty days' notice. 3. 'Work standards. Licensee agrees that any and all work performed on the Property at the Art Site and in association with the purposes of this License shall be done in a good, safe, workmanlike manner and in accordance with applicable federal, state, and local statutes,rules,regulations and ordinances. Licensee shall keep the Art Site clean,sanitary and in good condition,and shall immediately notify Licensor of any defects or dangerous conditions in and about the Art Site of which Licensee becomes aware. 4. Insurance. Prior to installing the Artwork at the Art Site and for the duration of the term, Licensee shall cause Licensor to be designated additional covered party status in connection with Licensee's Memorandum of Coverage that it has through Missouri Public Entity Risk Management(i.e., liability coverage). In addition to the foregoing and prior to j I installation of the Artwork at the Art Site by Licensee's contractors,subcontractors and/or consultants,Licensee shall require each to designate Licensor to be a designated additional insured party in connection with the installation of the Artwork at the Art Site. Each Contractor, subcontractor and/or consultant shall provide an appropriate certificate of insurance naming Licensor as additional insured. 5. End of Term of the License. Upon termination of this License Agreement, Licensee shall, within a reasonable time and at Licensee 's sole cost and expense, remove the Artwork,equipment, accessories,and materials owned by Licensee from the Art Site and restore the Property as nearly as practicable to its condition prior to the granting of the License. 6. Nature of license. This Agreement only grants to Licensee revocable permission to use Licensor's Property at the Art Site,and nothing herein shall be deemed to grant Licensee an easement, lease, right, title or any other interest in Licensor's property. Further, the permission given pursuant to this Agreement is not transferable or assignable, nor does it run with the land. 7. No grant of IP rights. Nothing in this Agreement shall be deemed to constitute the grant of any license or other right to Licensor to or in respect of any copyright or any other intellectual property right in connection with the Artwork. S. Installation and display. Licensee shall be responsible for installation and removal of the Artwork and all costs associated. Notwithstanding any law to the contrary,the parties agrees that Licensee may, in its sole discretion, decide not to exhibit the Artwork prior to the end of the term. 9. No Representations; Nature of Licensed Area. Licensee acknowledges and agrees that the Licensee is being provided with access to, and use of, the Art Site, and Licensee shall accept the Art Site,in its then"as is"condition as of the execution of the Agreement. Licensee's occupation or use of any portion of the Art Site shall be conclusive evidence that the Art Site was in good order and satisfactory condition when Licensee was granted access. Licensor has not made nor does Licensor make any representations or warranties with respect to the Art Site and Licensee agrees that Licensor does not have any obligation to perform any work or otherwise prepare the Art Site for Licensee's use. 10. Non-waiver of sovereign immunity. The parties acknowledge that Licensee is a Missouri municipality duly existing under the laws of the State of Missouri. Licensee expressly retains all rights and benefits of sovereign immunity in accordance with Missouri law. Nothing in this Agreement shall be deemed as a waiver of sovereign immunity or as otherwise increasing Licensee's liability beyond any statutory limitation of liability. it. Liens. Licensee shall permit no liens to be filed or recorded against the Property by any supplier, laborer, contractor, or merchant with respect to services, labor or material contracted for or obtained by Licensee. 12. Governing law; Venue. This Agreement shall be governed by the laws of the State of Missouri. Venue shall be the Circuit Court of Platte County. 13. Third-Parties. The parties do not intend to confer any benefit hereunder on any person, firm or other entity other than the parties hereto. 14. Recording. Neither this Agreement nor any notice or memorandum hereof shall be recorded by Licensee in any public real estate records. 15. Counterparts. This Agreement may be executed in several counterparts,each of which shall be an original and all of which shall constitute but one and the same agreement. 16. Entire Understanding. This Agreement constitutes the entire understanding and shall not be changed, altered, modified or discharged, except in writing consented to by all parties. [Remainder of page intentionally left blank] The Missouri Gaming Company, LLC: By: Printed Name: Harold Rowland Title: Vice President&General Manager Date: i i CITY OF RIVERSIDE, MISSOURI: Kathleen L. Rose, Mayor Date: J-0 C.-,ATTEST: Ro in Xiii�aid. 'ity Clerk Exhibit A Art Site Proposed Art location,ArCM Casino(front berm) - Red rectangle=proposed km*bn n. - � „A -011 *4e°" 4 , • sem. Exhibit B Artwork 1 1 Sctr!pture WOO `. ,.•5t ^ utftturdlexteriorAcr-vlw SCUIpf�? �'rrJt e'er=5 2.600.00 cc.vract sew=ces 60000 #abtt.or 7.000.00 t ra►sOwtat+onhrntaRatiw� 1.00000 25%an4t fee 3.800.00 Purchaw O-ce w-h ceiwery 25.000.00 "Ail fees associated with the Project shall be the responsibility of the City of Riverside Budget breakdown included for informational purposes only. S,T t' i 2q M r Awo i Y oil Awl <p ,. A