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HomeMy WebLinkAboutR-2021-036 Park Use Agreement SJR Media Group, LLC RESOLUTION NO. R-2021-036 A RESOLUTION APPROVING A PARK USE AGREEMENT WITH SJR MEDIA GROUP, LLC BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: THAT the Board of Aldermen hereby approves the Park Use Agreement(a copy of which is attached hereto in its substantial form)with SJR Media Group, LLC, and further authorizes the Mayor to sign 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 any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Resolution 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, thea01Y'day of 2021. Mayor Kathleen L. Rose ATTEST: -. Robin Kincaid, • ity Clerl� PARK USF AGREEMENT This Park Use Agreement ("Agreement") is entered into by and between the City of Riverside, Missouri ("City"), and SJR Media Group, LLC, a Colorado limited liability company ("Promoter"). RECITALS WHEREAS, the City owns and operates a public park commonly known as the E.H. Young Riverfront Park located at 1001 NW Argosy Parkway (the "Park"); and WHEREAS, Promoter desires to utilize the Park to hold a festival that will include music entertainment, food venues, and a BBQ and hot sauce competition; and WHEREAS,the City desires to provide the use of the Park for this event. 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, Promoter and City hereby agree as follows: 1. Festival. (a) The name of the Festival shall be "Everybody's Favorite Barbeque and Hot Sauce Festival." Promoter shall hold the Festival on July 30 and 31 and August 1, 2021. The Festival shall be held at the Park. The Festival's hours of operation shall not go past 11:00 p.m. on July 301h and July 31St, nor past 9:00 p.m. on August 1St. (b) Load-in and possession of the Park shall begin no earlier than 8:00 a.m. on July 29, 2021. Load-out and clean-up of the Park shall be completed,and possession of the Park terminated by 6:00 p.m. on August 3, 2021. The Load-out time also includes a period for recovery wherein Promoter will cooperate with the City in restoring the Park to its prior original state and condition as near as practicable. 2. Authorization. (a) By this Agreement and subject to its terms and conditions, the City grants permission to Promoter for the exclusive right to stage and conduct the Festival and associated activities in the Park; install,operate and maintain related facilities; perform Load-in and Load-out; and to perform all related and necessary work. (b) Promoter may charge for admission to the Festival, and Promoter shall be entitled to retain all receipts from such admission charges. (c) Promoter reserves all exhibits, exhibitors, concessions, and concession rights conducted in the Park during the Festival,including but not limited to sales of food, beverages to include beer, wine and alcohol,programs, novelties, souvenirs, etc. 2 (d) Promoter or its concessionaires or exhibitors shall be solely responsible for all applicable taxes and for obtaining and paying for all necessary permits or licenses to conduct such activities during the Festival, provided however that the City waives any Park rental fees. 3. Promoter's Responsibilities. Promoter shall provide and/or be responsible for the following: (a) Participation by one or more Promoter representative(s) in regular meetings with the City (dates and times to be determined by mutual agreement of the parties) to discuss and plan details of the Festival; (b) Planning, organizing, producing, supervising and holding the Festival, and for the payment of all costs and expenses related thereto, including but not limited to: (i) Booking and coordination of all musicians; (ii) Promotion, including radio, print, internet, social media; (iii) Managing ticket sales; (iv) Supervision and coordination of the stage, sound, lights; (v) Supervision and coordination of the vendor sales, including sales of food, beverages, art, merchandise and music; (vi) Coordinating load-in and load-out activities; (vii) Providing portable toilets, portable washroom trailers,and hand washing units that are clean and free of waste with water and soap dispensers that are full of soap and in working condition; and (viii) Providing garbage carts, cans, and recycling containers, and removing all such trash generated by the Festival, including the prompt removal of trash during the course of the Festival on each day of the Festival. (c) Use and occupy the Park in a reasonably safe and careful manner; (d) Provide the City at no charge 100 general admission tickets per day for Festival attendance. The City may distribute these tickets as it may determine in its sole discretion. (e) Comply with all applicable federal, state, and local laws, ordinances, rules, regulations, orders, and the like in the conduct of its duties under this Agreement and the Festival itself, and secure all permits from public and private sources 3 necessary to conduct the Festival; (f) Any service or action which is necessary to be performed or taken in connection with the Festival and which is not specifically designated in this Agreement as the responsibility of the City shall be the responsibility of Promoter. (g) Provide the City with a cash deposit or cashier's check in the amount of$2,250 by June 1, 2021. The Deposit will be used to ensure and off-set any costs incurred by the City associated with restoring the Park to its prior original state and condition, including but not limited to, reseeding vegetation, Park clean up (e.g., trash removal), and damage repair to any City property,all as the City may determine in its sole discretion. 4. City's Commitments. (a) Participation by one or more City representative(s) in regular meetings with the Promoter(dates and times to be determined by mutual agreement of the parties)to discuss and plan details of the Festival. (b) Provide Promoter access to electrical and water utilities in the Park beginning on the Load-in date,through the Festival,and until Load-out date. At its own expense, Promoter shall arrange for any special utility connection to such utilities. (c) Assist with promoting the Festival, through such means as social media and announcements. (d) Provide up to $12,500 of public safety services during the hours of operation of the event, as follows: up to $7,465.25 for police services, and up to $5,032.00 for firefighter/EMT services. If either the police department or the fire department does not incur expenses up to these respective amounts, the remaining cost estimation may be applied to the other department if it has not incurred expenses up to its respective amount. (e) Waive the park rental fee in the amount of$1,350.00. 5. Festival Reports. Within 14 calendar days following the City's written request, the Promoter shall provide the City with a written report prior to the Festival. The report shall include information regarding Festival tickets sales/vendor registration and expected or actual participation and attendance. Within 30 calendar days following the Festival, the Promoter shall provide the City with a final report summarizing the actual sales, participation, and attendance. 6. Term and Termination. This Agreement shall be in force and effect from the date last signed by the parties until Load-out is complete. The City may terminate this Agreement at any time if Promoter is not in compliance with its Duties under Section 1, or the Park is not in suitable condition for the Festival due to flood, weather conditions fire or other 4 cause beyond the control of the City, and the City shall have no liability whatsoever to Promoter for any damages or expenses resulting from such termination. 7. Insurance. (a) Promoter shall maintain the below insurance for the use of the Park and any of its duties arising out of this Agreement. All insurance shall be written by an insurer or insurers acceptable to City. All insurance shall be written on an occurrence basis. A certificate of insurance shall be filed with the City evidencing that the policy or policies are in full force and effect prior to the Load-in. The certificate shall provide that the insurance will not be altered,amended,or terminated without thirty (30) days prior written notice to the City. The certificate will be provided within ten(10)days after execution of this Agreement. (i) Worker's Compensation(if necessary) in the statutory limits. (ii) Commercial General Liability. Promoter shall provide coverage for itself, the City and its employees, officers and agents, against claims for damage to property and/or illness of, injury to, or death of any person or persons related to or arising out of the Festival. Such coverage shall name the City, together with its employees and officers, as an additional insured and have not less than the following limits:a)per occurrence: $2,000,000;b) general aggregate: $2,000,000. (iii) Automobile Liability. Promoter shall provide coverage for itself, City, its employees, officers, and agents, against claims for bodily injury and/or property damage arising out of the ownership or use of any owned, hired, and/or non-owned vehicle and shall include protection for any auto, or all owned autos, hired autos, and non-owned autos. The coverage shall have not less than a combined single limit of$1,000,000.00 for each accident. 8. Indemnification. (a) Promoter shall defend, indemnify,and hold harmless City, its employees, officers, and agents, from and against claims,damages, losses, and expenses, including but not limited to attorney's fees,arising out of or resulting from Promoter's operation, use or occupancy of the Park, its activities or performance in conducting the Festival, or its activities or performance in connection with this Agreement, all including acts or omissions of Promoter or its officers,employees,representatives, suppliers, invitees, licensees, subcontractors, volunteers, or agents. This section shall expressly survive termination of this Agreement. (b) Promoter warrants that all copyrighted material to be performed, displayed or otherwise made public in association with the Festival has been duly licensed and authorized by the copyright owners of their representatives, and Promoter further agrees to indemnify and hold the City harmless from any and all claims, losses, or 5 expenses incurred with regard thereto. This section shall expressly provide termination of this Agreement. 9. Additional Provisions. (a) Nature of Permission. This Agreement only grants to Promoter revocable permission to use the Park, and nothing herein shall be deemed to grant Promoter an easement, lease, right, title or any other property interest in the Park. (b) No Waiver. The failure of any party to insist upon a strict performance of any of the terms or provisions of this Agreement, or to exercise any option, right or remedy contained in this Agreement, shall not be construed as a waiver or as a relinquishment for the future of such term, provision, option, right or remedy, but the same shall continue and remain in full force and effect. No waiver by any party of any term or provision of this Agreement shall be deemed to have been made unless expressed in writing and signed by such party. (c) Assignment. This Agreement shall not be assignable by any party without prior written consent of the other party. (d) Further Assistance. The parties each agree to take such actions as may be necessary or appropriate to carry out the terms, provisions and intent of this Agreement and to aid and assist each other in carrying out said terms, provisions and intent. (e) Severability. The provisions of this Agreement shall be deemed severable. If any word, phrase, term, sentence, paragraph, or other portion of this Agreement shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected by such partial invalidity, and each remaining word, phrase, term, sentence, paragraph covenant, or other portion of this Agreement shall be valid and be enforced to the fullest extent permitted by law. (f) Headings; Agreement Preparation. The headings and captions of this Agreement are for convenience and reference only,and in no way define, limit,or describe the scope or intent of this Agreement of any provision thereof and shall in no way be deemed to explain, modify, amplify or aid in the interpretation or construction of the provisions of this Agreement. Each party to this Agreement and their attorneys has had full opportunity to review and participate in the drafting of the final form of this Agreement. This Agreement shall be construed without regard to any presumption or other rule of construction whereby ambiguities within this Agreement or such other document would be construed or interpreted against the party causing the document to be drafted. The parties each further represent that the terms of this Agreement have been completely read by them and that those terms are fully understood and voluntarily accepted by them. In any interpretation, construction or determination of the meaning of any provision of this Agreement, no presumption whatsoever shall arise from the fact that the Agreement was 6 prepared by or on behalf of any party hereto. (g) Choice of Law; Venue. This Agreement and its performance shall be deemed to have been fully executed, made by the parties in, and governed by and construed in accordance with the laws of the State of Missouri applicable to contracts made and to be performed wholly within such state, without regard to choice or conflict of laws provisions. The parties hereto agree that any action at law, suit in equity, or other judicial proceeding arising out of this Agreement shall be instituted only in the Circuit Court of Platte County, Missouri or in federal court of the Western District of Missouri and waive any objection based upon venue or forum or otherwise. (h) Force Majeure. If, by reason of force majeure, either party is unable in whole or in part to carry out its obligations under this Agreement, such party shall not be deemed in default during the continuance of such inability, provided reasonably prompt notice thereof is given to the other party. The term"force majeure"as used herein shall mean,without limitation,the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies or military authority; insurrections, riots, terrorist acts; landslides, earthquakes; fires; storms, drought, floods or other severe weather conditions; explosions; breaks or accident to HVAC, utility lines, machinery, or waste disposal systems; or any other cause or event not reasonably within the control of such party and not resulting from its negligence or intentional wrongful acts or omissions (i) Entire Agreement; Amendments. This, Agreement shall constitute the entire agreement among the parties and no other agreements or representations other than those contained in this Agreement have been made by the parties. This Agreement shall be amended only in writing and effective when signed by the duly authorized agents of the parties. (j) No Personal Liability; No Waiver of Sovereign Immunity. No official, agent, employee, or representative of the City shall be personally liable to Promoter in the event of any default or breach by any party under this Agreement, or for any amount which may become due to any party or on any obligation under the terms of this Agreement. Nothing in this Agreement shall be construed or deemed to constitute a waiver of the City's sovereign immunity. (k) Relationship of the Parties. Nothing contained in this Agreement nor any act of the parties shall be deemed or construed to create a partnership or agency relationship between or among any party and this Agreement is and shall be limited to the specific purposes set out in this Agreement. Other than as expressly provided in this Agreement, no party shall be the agent of, or have any rights to create any obligations or liabilities binding on, another party. (1) No Third Party Beneficiaries. The parties do not intend to confer any benefit under this Agreement on any other person or entity other than the parties hereto. 7 (m) Binding Effect. Except as otherwise expressly provided in this Agreement, the covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of the parties and their respective permitted successors and assigns. (n) Notices. Any notice,demand,or other communication required by this Agreement to be given by any party hereto to another shall be in writing and shall be sufficiently given or delivered if dispatched by certified United States First Class Mail,postage prepaid,or delivered personally or by a reputable overnight delivery service to the applicable party or parties as listed below. Mailed notices shall be deemed effective on the third (3`d) day after mailing and all other notices shall be effective when delivered. To the Promoter: SJR Media Group, LLC 1441 So Nucla St Aurora Co 80017 To the City: City of Riverside Attn: City Administrator 2950 NW Vivion Road Riverside, Mo 64150 or to such other address with respect to any party as that party may, from time to time, designate in writing and forward to the other parties. (o) Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. [Remainder of page intentionally left blank] 8 SJR Media Group, LLC: By: SKS.- V.-A4VAOM- Printed Name: S1C._ GeyQ,S Date: 9 CITY OF RIVERSIDE, MISSOURI: 4� - ka� Ka een L. Rose, Mayor Date: CLI7� ATTEST:. Robin Kincaid ;Cktlerk 10