HomeMy WebLinkAbout2005-081 - Agreement with Northland Dance Fitness, LLC for Use of City Annex
BILL N0.2005-81 ORDINANCE N0.2005-81
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 NORTHLAND DANCE FITNESS, LLC 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, Northland Dance Fitness, LLC ("NDF") desires to utilize certain space within
the City Annex for the purpose of conducting dance fitness classes; and
WHEREAS, the City desires NDF'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 Northland Dance Fitness, LLC, whereby the City and NDF
will perform certain duties and responsibilities, and the City shall allow NDF 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 Ordin//an~~c~~e shall be in full force and effect from and after its passage and approval.
Passed this ~(y"aay of August, 2005.
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City Clerk
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Mayor
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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 Northland Dance Fitness, LLC,
having an address of 412 W. 8`h ST., #509, Kansas City, Mo 64105 (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 conducting dance fitness classes; 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 $300.00 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 conducting
dance fitness classes.
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.
(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 Propertv
Worker's Compensation
(if necessary)
Limits of Liability
Statutory
Employer Liability
(if necessary)
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$1,000,000.00 per employee
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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 occurrence
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 Indemnities, 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 Indemnities 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,
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provided, however, if the remaining provisions of this Agreement would make the
obligations of the parties inequitable vis-a-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: 816.741.3993
To Licensee: Northland Dance Fitness, LLC
Attn: Ashley LeRoy
412 W. 8th St., #509
Kansas City, MO 64105
Telephone: 816.213.3346
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.
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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.
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.]
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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 Nam~etty Burch
Title: Mayor
NORTHLAND DANCE FITNESS, LLC
("LICENSEE")
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f /~Nes~
Privileged and Confidential
Memorandum
To: Louise Rusick
From: John W. McClelland
Date: January 3, 2006
Subject: Ashley Leroy/Jazzercize, Inc. Insurance
The Certificate of Liability Insurance dated November 18, 2005 is sufficient for personal
injury and property damage coverage.
With regard to Worker's Compensation coverage, Ms. Leroy may sign a statement that
her business is exempt. If that statement is not part of her business license application, the
following statement is sufficient:
I, the undersigned, declare that my business is exempt from compliance with the
Missouri Worker's Compensation Law, chapter 287 RSMo. Under penalties of
perjury, I declare the above is correct.
Jazzercise, Inc.
Ashley Leroy
Title:
JWM/swu
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January 6, 2006
I, the undersigned, declare that my business is exempt from compliance
with the Missouri Worker's Compensation Law, chapter 287 RSMo.
Under penalties of perjury, I declare the above is correct.
Jazzercise, Inc.
Ashley Ler
Title:
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: ~ , . CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YY)
11/18/2005
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS
Johnson & Wood Insurance Services, IDC UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER
5731 Palmer Way, Ste D THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Carlsbad, CA 92008 (760) 603-0131 INSURERS AFFORDING COVERAGE
wsuRED INSURER A: FEDERAL INSURANCE CO
Jazzercise, Ill0. INSURER B:
ASHLEY LEROY 10125
INSURER C:
2460 Impala Dnve INSURER D:
Carlsbad, CA 92008 I INSURER E
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE
MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND
CONDITIONS OF SUCH POLICIES. THE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
TR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE PODCV E%PIRATION LI
L
DATE (MMO)D/YY)
DATE IMMA7DIYV MITS
GENERAL LUIBILI'rY EACH OCCURRENCE $ 1,000,000
A ®COMMERCIAL GENERAL LIABILTN 35833679 ll/Ol/OS ]l/01/06 FIRE DAMAGE (Any One Fire) $ 1,OOp,000
^^ CIAIMS MADE ® OCCURRENCE MED EXP (Any One PeBOn) $
^INCLUDED PERSONALBADV INJURY $ 1,000,000
^ PROFESSIONALDABILITY GENERAL AGGREGATE $ 2,pOp~00p
GENL AGGREGATE LIMIT APPl.1ES PER: PRODUCTS-COMP/OP AGG $ 2,000,000
^ POLICY ^ PROJECT ^ LOC
AUTOMOBILE LU1BILrrY COMBINED SINGLE LIMIT
^ ANV AUTO
(Ee acddenQ $
^ ALL OWNED AUTOS BODILY INJURY $
(Per ryersDn)
^ SCHEDULED AUTOS
BODILY INJURY $
^ HIRED AUTOS (Per acddent)
^ NON-0WNED AUTOS
PROPERTY DAMAGE
$
(Per acddenl)
GARAGE LUIBILRY AUTO ONLY-EA ACCIDENT $
^ ANVAUTO OTHERTHAN EA ACC $
AUTO ONLY: AGG $
EXCESS LU161LfrY EACH OCCURRENCE
$
^ OCCUR ^ culMS MADE AGGREGATE $
^ DEDUCTIBLE $
^ RETENTION S $
WORKERS' COMPENSI1n0N WC STATU- OTHER
70RV LIMITS
AND E.L. EACH ACCIDEN7 $
EMPLDYERS LIABILITY E.L. DISEASE- EA EMPLOYEE $
_ E.L. DISEASE-POLICY LIMIT $
OTHER
DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESIRESTRICTIONSISPECWLZTEMS
Exercise/Dance classes, incidental babysitting, Additional Insured (premise leased to the Named Insured) per attached form 80-02-2000 (Rev. 4-Ol).
* 10 day notice for non-payment of premium.
-- SHOULD ANV OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE
CITY OF RIVERSIDE THEREOF, THE ISSUING COMPANY W ILL ENDEAVOR TO MAIL _~4,~ DAYS W RITTEN NOTICE TO THE
ANn: LOUISE RUSICK CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO
2950 VIVION ROAD OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.
RIVERSIDE MISSOURI 64150
AUTHORIZED REPRESENTATNE Sandra ~ a o
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