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Home My WebLink About2005-080 - Agreement with Riverside Chamber of Commerce for Use of City Annex,. , BILL N0.2005-80 ORDINANCE N0.2005-80 AN ORDINANCE APPROVING THE FORM OF, AND AUTHORIZING THE MAYOR TO COMPLETE AND EXECUTE, AN AGREEMENT BY AND BETWEEN THE CITY OF RIVERSIDE, MISSOURI AND THE RIVERSIDE CHAMBER OF COMMERCE FOR THE USE OF THE CITY ANNEX WHEREAS, the City owns and operates a City Annex building located at 3050 NW Vivion Road in Riverside, Missouri (the "City Annex'; and WHEREAS, the Riverside Chamber of Commerce (the "Chamber") desires to utilize certain space within the City Annex for the purpose of gpnaral offic-P u¢e ~~d WHEREAS, the City desires the Chamber's presence at the City Annex, and considers its occupation of certain space within the City Annex to be in the public interest and welfare of the City's residents and residents of the surrounding communities. NOW, THEREFORE, be it ordained by the Board of Aldermen of the City of Riverside, Missouri, as follows: Section 1. The City of Riverside shall enter into a Facility Use Agreement, to be substantially in the form attached hereto as Exhibit A, with the Riverside Chamber of Commerce, whereby the City and the Chamber will perform certain duties and responsibilities, and the City shall allow the Chamber to occupy and use the City Annex (the "Agreement"). Section 2. The execution and delivery of the Agreement, with such additions and modifications deemed necessary by the Mayor to complete the same, is approved, and the Mayor is authorized to execute the Agreement and to take such other actions reasonably necessary to carry out the intent of this Ordinance on behalf of the City, the execution of the Agreement being conclusive evidence of such approval. Section 3. This Ordinance shall be in full force and effect from and after its passage and approval. Passed this ~~ay of August, 2005. Mayor A ES . Ci Clerk r ... , 7 n ~~ ~ 1' ,. T ~. . - , .. -•, ' FACILITY USE AGREEMENT THIS FACILITY USE AGREEMENT (the "Agreement") is entered into as of the 16th day of August, 2005, by and between The City of Riverside, Missouri, having an address of 2950 NW Vivion Road, Riverside, Missouri 64150 (the "City"), and the Riverside Chamber of Commerce, having an address of 3050 NW Vivion Road (the "Licensee"). WITNESSETH: WHEREAS, the City owns and operates a City Annex building located at 3050 NW Vivion Road in Riverside, Missouri (the "City Annex"); and WHEREAS, Licensee desires to utilize certain space within the City Annex for the purpose of general office use; and WHEREAS, the City desires the Licensee's presence at the City Annex, and considers its occupation of certain space within the City Annex to be in the public interest and welfare of the City's residents and residents of the surrounding communities. NOW, THEREFORE, in consideration of the premises hereof, the consideration described below, and such other promises and terms encompassed herein, the parties hereto do hereby agree as follows: 1. Licensee Duties and Responsibilities. In exchange for the consideration described in Section 2 below, Licensee shall provide and/or be responsible for the following (the "Licensee Duties"): (a) Licensee shall pay its proportionate share of the utilities cost to the City for the operation of the building. Licensee agrees to pay $100.00 per month to the City to be applied toward the City's utility bill for each billing period that charges are incurred by the City for utilities at the City Annex. 2. City Commitments. In exchange for the Licensee Duties described above and the other obligations and promises contained herein, the City shall provide the following: (a) A revocable license to occupy the City Annex for the purpose of general office use. 3. Usage Rights and Privileges. During Licensee's use of the City Annex, as permitted by this Agreement, Licensee shall be afforded the following rights: (a) Licensee shall be furnished keys to the City Annex for the purpose of entering and using the building. Licensee shall be responsible for ensuring that the City Annex is locked and secured when it leaves the building. Upon revocation of the Licensee's license to occupy the City Annex, any and all keys issued to Licensee shall be promptly returned to the City Administrator. G:\Contracts\Cfiamber 2005.DOC .. r .. T r. (b) Licensee may keep and store its personal property as is reasonably necessary to carry out the purpose of its occupancy of the City Annex as described in Paragraph 2(a) above. The City retains the right and discretion to notify Licensee if it determines that any such personal property is excessive, unnecessary, dangerous and/or outside the purpose of Licensee's occupancy or terms of this Agreement. If, after notifying Licensee that certain items of personal property must be removed from the City Annex pursuant to this Paragraph 3(a), said items are not removed within a reasonable time, the City retains the right to remove said items and store them (at Licensee's expense) or properly dispose of them. 4. Term and Termination. This Agreement shall be in force from the date first written above until the revocation of Licensee's license to occupy the City Annex, which shall be within the City's sole discretion. The City shall inform Licensee of its decision to revoke said license by written notice. Licensee shall have thirty (30) days to vacate the City Annex, and to remove all of its personal property. If any personal property is left by Licensee after it vacates the City Annex, the City may opt to store (at Licensee's expense) said personal property, or dispose of any such personal property. The City may terminate this Agreement at any time if Licensee is not in compliance with its Duties under Section 1, and does not cure that non-compliance within thirty (30) days after receiving written notice of same from the City, or if the City Annex is not in suitable condition for the purpose provided in Paragraph 2(a) due to flood, weather conditions, fire or other cause beyond the control of the City, and the City shall have no liability to Licensee for any damages or expenses resulting from such termination. Licensee may terminate this Agreement upon written notice to the City of its intention to vacate the City Annex, and provided that Licensee remits payment for any outstanding amounts as provided in Paragraph 1(a). The City and Licensee acknowledge and agree that no property interest is created in favor of Licensee by this Agreement. 5. Insurance. Licensee shall maintain the following insurance for the use of the City Annex and any of Licensee Duties arising out of this Agreement. Unless otherwise specified in this Agreement, Licensee shall maintain such insurance as will protect Licensee for claims under Worker's Compensation acts (if applicable), and protect it from claims for damages because of bodily injury, including death and property damage, which may in any way arise out of or be in any manner remote to or any proximate manner connected with the subject of this Agreement and/or related to the Licensee's use or occupancy of the City Annex, whether such claim arises out of the act or failure to act by Licensee, its members, employees, assigns, agents, subcontractors, or any other party for which it may be liable. This insurance shall be written in the kinds and minimum limits of liability specified below: Description of Property Worker's Compensation (if necessary) Employer Liability (if necessary) G:\Contracts\Chamber 2005.DOC r Limits of Liability Statutory $1,000,000.00 per employee 2 T r Comprehensive General Liability, including contractual: $1,000,000.00 per employee Bodily Injury $1,000,000.00 per injury Property Damage $ 500,000.00 per occur ence Such insurance shall be maintained in force during the term of this Agreement and throughout the Licensee's occupancy of the City Annex. Certificate(s) of Insurance shall be filed with the City evidencing that the policy or policies are in full force and effect and that the same will not be altered, amended or terminated without ten (10) days prior written notice to the City. Licensee shall furnish the City with adequate evidence that Licensee has obtained and is maintaining in force Worker's Compensation insurance to the extent required by the law of the State of Missouri. 6. Indemnity. Licensee shall indemnify, hold harmless and defend the City, and its officials, officers, advisors, agents and employees (collectively, the "City Indemnitees") from and against any and all liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs) of whatsoever nature that may be incurred by the City Indemnitees, or any of them, arising out of or in connection with the terms of this Agreement to the extent that such liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs) or claim thereof results or arises, in whole or in part, from the negligent, reckless or intentional acts or omissions of Licensee, its members, invitees, or participants at the City Annex. In so defending the City Indemnitees and each of them, Licensee shall provide counsel that is reasonably acceptable to the City. This Section 5 shall survive the revocation or termination of this Agreement. 7. Strict Performance. No failure by the City to insist upon the strict performance of any covenant, agreement, term or condition of this Agreement or to exercise a right or remedy shall constitute a waiver. No waiver of any breach shall affect or alter this Agreement, but each and every covenant, condition, agreement and term of this Agreement shall continue in full force and effect with respect to any other existing or subsequent breach. 8. Independent Contractor. It is understood and agreed that nothing herein contained is intended or should be construed as in any way establishing the relationship of co-partners or a joint venture between the parties, or as constituting Licensee as an agent, representative or employee of the City for any purpose whatsoever. Licensee is to be, and shall remain at all times, an independent contractor with respect to all duties, tasks, activities, and/or planning to be performed under this Agreement. Persons employed, retained, and/or solicited by Licensee in the performance of Licensee's Duties pursuant to this Agreement are not employees of the City and shall have no claim to pension, workers' compensation, unemployment compensation, civil service or other employee rights or privileges granted to the City's officers and employees either by operation of law or by the City. 9. Invalidity or Unenforceability of Particular Provisions. The invalidity and unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof not inconsistent with such provision, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted, G:\Contracts\Chamber 2005.DOC 3 ~. ....T n ~, .. r .. T 1. provided, however, if the remaining provisions of this Agreement would make the obligations of the parties inequitable vis-~-vis the parties or the deletion of any such provisions would materially change the essential terms of this Agreement, the parties will negotiate in good faith modification of this Agreement to place the parties in as reasonably close position to their original positions if possible. In the event the parties are unable to negotiate a modification hereto, either party shall have the right to terminate this agreement upon not less than fifteen (15) days notice. 10. Notices. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly delivered if delivered in person or upon the earlier of actual receipt or three (3) business days after deposit with the United States Postal Service if sent by registered or certified, first-class mail, postage prepaid to: To the Citv: City of Riverside, Missouri Attention: David Blackburn, City Administrator 2950 NW Vivion Road Riverside, MO 64150 Telephone: 816.741.3 993 To Licensee: Riverside Chamber of Commerce 3050 NW Vivion Road Riverside, Missouri 64150 Telephone: 816-746-1577 Either party may from time to time change said address by written notice to the other parties, given as above provided. 11. Assignment. Licensee shall make no assignment of this Agreement or any right or obligation occurring under this Agreement in whole or in part without the express written consent of the City. The City shall have full discretion to approve or deny, with or without cause, any proposed or actual assignment by Licensee. Any assignment of this Agreement made by Licensee without the express written consent of the City shall be null and void and shall be grounds for the City to declare a default of this Agreement and immediately terminate this Agreement by giving written notice to Licensee, and upon the date of such notice this Agreement shall be deemed immediately terminated, and upon such termination all liability of the City under this Agreement to Licensee shall cease. 12. Governing Law. This Agreement shall be construed or enforced under and in accordance with the laws of the State of Missouri. Any and all legal action necessary to enforce this Agreement shall be held or brought in Platte County, Missouri. 13. Compliance With Laws. Licensee shall conduct its Duties under this Agreement, and any activities associated with its occupancy of the City Annex, in compliance with all applicable Federal, State and local laws, ordinances, orders and regulations. G:\Condacts\Chamber 2005.DOC 4 r ...7 ¶ a, .. r .. ~ 1, 14. Severability. If any provision of this Agreement shall be declared illegal, void or unenforceable by a court of competent jurisdiction, the other provisions shall not be affected but shall remain in full force and effect. 15. Entire Agreement. There are no other agreements or understandings, either oral or written, between the parties affecting this Agreement, except as otherwise specifically provided for or referred to herein. This Agreement cancels and supersedes all previous agreements between the parties relating to the provision of services covered by this Agreement. No change or addition to, or deletion of, any portion of this Agreement shall be valid or binding upon the parties hereto unless the same is approved in writing by the parties. There are no other contracts between the parties. 16. No Third-Party Rights. Nothing in this Agreement shall be construed as creating or giving rise to any rights in any third parties or any persons other than the parties hereto. 17. Construction of Headings. The captions or headings are for convenience only and are not intended to limit or define the scope or effect of any provision of this Agreement. [The remainder of this page is intentionally left blank. ] G:~Contraca~Chamber 2005.DOC 5 .~ ....7 n s,, .. r .. 1 r•. IN WITNESS WHEREOF, the parties have caused this Agreement to be effective beginning on the day and year first written above and represent and warrant that the parties signing below have sufficient authority to bind the parties hereto. CITY OF RIVERSIDE, MISSOURI (the "City") Print Name: Bet y Burch Title: Mayor RIVERSIDE CHAMBER OF COMMERCE ("LICENSEE") ~~ cL`, Le..~.. Print Name: ~~{~~~ ~ Q Title: ~~Q C L-~iV ~P ~ i r c'~z~~ 6 r .. ~ ¶ .~, .. r .. T r