HomeMy WebLinkAbout1834 Lease Property to KC WFC Training, LLC and ACFC, LLC BILL NO. 2020-011 ORDINANCE NO. / J
AN ORDINANCE AUTHORIZING THE LEASE OF CERTAIN PROPERTY BY AND BETWEEN
THE CITY AND KC WFC TRAINING, LLC, A KANSAS LIMITED LIABILITY COMPANY, AND
ACFC, LLC, A KANSAS LIMITED LIABILITY COMPANY AND AUTHORIZING OTHER
DOCUMENTS AND ACTIONS RELATED THERETO
WHEREAS, the City of Riverside, Missouri ("City") owns certain real property which
consists of an approximately 30,000 square foot area (100' x 300') located in the southwest corner
of Lot 4, Riverside Soccer, with the publicly utilized address of , Riverside,
MO 64150, depicted on Exhibit A, attached hereto and incorporated herein, in Riverside, Platte
County, Missouri, also known and referred to at times as the Sign Site ("Sign Site"); and
WHEREAS, KC WFC Training, LLC, and ACFC, LLC, (the "Lessees") propose to lease
the Sign Site to be used for one (1) electronic message board (the "Message Board") that will
serve the KC Current Training Facility and Headquarters and the proposed training academy
located on Lots 2 and 4 of Riverside Soccer; and
WHEREAS, in consideration of the rent to be paid by Lessees pursuant to the lease of
the Sign Site to the City, the City Staff recommends the City execute a Lease with the Lessees,
in substantially the same form as Exhibit B, attached hereto and incorporated herein (the
"Lease"), for the Sign Site; and
WHEREAS, the Board of Aldermen find it is in the best interest of the City to authorize
leasing of the Sign Site pursuant to the Lease, in substantially the same form and subject to the
same terms and conditions as Exhibit B, between the City and the Lessees for One Hundred and
00/100 Dollars annually, which Lease shall terminate on the earlier of March 17, 2023, or the date
of acquisition of Lot 4 by Lessees.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE
CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
SECTION 1. BEST INTEREST OF THE CITY AND APPROVAL OF CONSIDERATION
AND TERMS: The Board of Aldermen find it is in the best interest of the City, in order to further
the economic development objectives of the City, and further, the Board of Aldermen hereby
approve and authorize the execution of a Lease in substantially the same form as that attached
hereto and incorporated herein as Exhibit B, between the City and the Lessees for One Hundred
and 00/100 Dollars annually; which Lease shall terminate on the earlier of March 17, 2023. or the
date of acquisition of Lot 4 by Lessee.
SECTION 2. AUTHORITY GRANTED. The Mayor is hereby authorized and directed to
execute the Lease in substantially the same form as that attached hereto as Exhibit B, and the
Mayor, City Administrator, Special Counsel to the City - Spencer Fane LLP, and other appropriate
officials and employees of the City are hereby authorized and directed to take such further action
related thereto as is otherwise necessary or desirable to carry out and comply with the intent of
this Ordinance.
WA 3747592.1
SECTION 3. EFFECTIVE DATE. This Ordinance shall be in full force and effect from
and after its passage and approval.
PASSED AND APPROVED: the day of April 2022.
Kat leen L. Rose, Mayor
ATTEST:
Robin Kincaid, ity Clerk
Approved as to form:
Spencer Fane LLP,
Special Counsel to the City
by Joe Bednar
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SECTION 3. EFFECTIVE DATE. This Ordinance shall be in full force and effect from
and after its passage and approval.
,
PASSED AND APPROVED: the 2 day of April 2022.
leen L. Rose, MayorleCif )
Ka
ATTEST:
4..,e.:45„......2
Robin Kincaid, ity Clerk
i A proved as to form:
Spencer Farre LLP,
Special Couns to the City
by Joe Bednar
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JC 17508001.2
EXHIBIT A
Depiction of the Sign Site
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EXHIBIT B
LEASE
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LAND LEASE
THIS AGREEMENT ("Lease") is made and entered into as of April , 2022 ("Effective
Date"),by and between the CITY OF RIVERSIDE,MISSOURI,a city and political subdivision
duly organized and existing under the Constitution and laws of the State of Missouri ("City"), and
KC WFC Training, LLC, a Kansas Limited Liability Company and ACFC, LLC, a Kansas
Limited Liability Company(collectively,"Lessee"),owner and operator of the National Women's
Soccer team the Kansas City Current ("KC Current"). Collectively City and Lessee are referred
to hereafter as the"Parties". The City and Lessee for and in consideration of the mutual promises
herein contained, AGREE AS FOLLOWS:
1. BASIC PROVISIONS AND DEFINITIONS
The following terms, whenever used in this Lease, with the first letter of each word capitalized,
will have the meanings set forth in this Section, and only such meanings, unless expressly
contradicted, limited or expanded in this Lease:
(a) Premises: A 30,000 square foot area (100' x 300')
located in the southwest corner of Lot 4,
Riverside Soccer, as shown on attached
Exhibit A
(b) Date of Execution: The date above written, which is the date of
full execution hereof.
(c) Commencement Date (Section 4): April 4", 2022
(d) Lease Term (Section 4): Earlier of March 17, 2023 or date of
acquisition by Lessee.
(e) Rent(Section 5) $100 within five (5) days after the Effective
Date of this Agreement for the lease term.
(f) City's Payment and Notice Address With a Copy of All Notices To:
City of Riverside, Missouri Spencer Fane LLP
Attn: City Administrator& Finance Attn: Joe Bednar
Director 1000 Walnut Street, Suite 1400
2950 N.W. Vivion Road Kansas City, MO 64106
Riverside, MO 64150
(g) Lessee's Notice Address:
KC WFC Training, LLC/ACFC, LLC
Attn: Amber Cox
1900 Shawnee Mission Pkwy, Suite 315
Mission Woods, KS 66205
(h) State of Incorporation of Lessee: Kansas
(i) Minimum Insurance Coverage Specified in Section 21
Maintained by Lessee:
2. LEASE
The City leases to Lessee and Lessee accepts a Lease from the City of the Premises as shown
and/or described on the map attached at Exhibit A and incorporated herein(the"Premises"). The
Premises are located in the City of Riverside, County of Platte, State of Missouri.
3. PERMITTED USES AND CONDITIONS
The Lessee shall use the Premises for the construction and use of one(1)electronic message board
(sign)(the"Message Board")that serves the KC Current training facility and headquarters and the
proposed training academy located on Lot 2 and Lot 4 of Riverside Soccer. The Message Board
shall be considered an on-premises sign that advertises events and activities at the property,
professional soccer games involving the KC Current,national and international soccer events,and
team and facility sponsors.
4. TERM
The term of this Lease shall be from the Commencement Date until the earlier of the closing on
the purchase of Lot 4, Riverside Soccer by Lessee or March 17, 2023.
5. RENT
(a) Lessee shall pay the City at City Hall as rent for the Premises,the Rent set forth in Section
1(e).
(b) Issuance of a sign permit for the permitted use of the premises is contingent upon payment
of Rent.
6. ASSIGNMENTS AND SUBLETTING
Neither Lessee nor any successor, heir, executor, administrator, receiver, master, trustee, sheriff
or other assignee by operation of law shall assign or sublet this Lease or any interest therein.
Notwithstanding the foregoing,Lessee may assign this Agreement to a controlling entity of Lessee
or an entity under common control with Lessee.
7. CONDITION,MAINTENANCE AND ALTERATION OF PREMISES
(a) It is understood that Lessee has inspected the premises and that,based upon that inspection,
Lessee accepts the Premises, including any improvements, "AS IS". The City is not obligated by
this Lease to make any changes, removals, or repairs of any kind. Lessee represents that it has
inspected the Premises and that Lessee is leasing the Premises as a result of its inspection and
investigation and not because of any representations made by the City or its agents, and that, to
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the best of Lessee's knowledge and belief, the Premises, at the time the Lease was entered into,
were reasonably free from soil and/or ground water contamination or other pollution-induced
conditions, and the condition of the Premises appeared to the Lessee to meet all federal, state and
local laws, ordinances, codes and regulations designed to prevent or control the discharge of
substances into the land, air and water. Lessee acknowledges that neither the City nor the City's
agent has made any representation or warranty as to the present or future suitability of the Premises
for the purpose of the Lease except that the City represents and warrants that at the time the Lease
is entered into, the City is not aware of any soil and/or ground water contamination or other
pollution-induced conditions and that to the best of the City's knowledge, the Premises currently
meets all federal, state and local laws, ordinances, codes and regulations designed to prevent or
control the discharge of substances into the land, air and water.
(b) Lessee shall not make any alterations, improvements, or additions to the Premises without
the prior written consent of the City.
(c) Lessee,at its sole cost and expense,will control all noxious weeds whenever weed control
measures are required by law or regulation and will provide regular mowing within 100' of
Lessee's improvements.
(d) Lessee agrees to keep in good condition and repair any and all necessary and lawful
drainage ditches which may be around said Premises or any portion thereof during the Lease Term
and to save and hold the City harmless of and from any and all costs, charges, expenses, penalties
or damages by reason of any failure by Lessee to promptly comply with any lawful requirements
in respect to keeping in repair of any drainage ditches on said Premises during the Lease Term.
(e) No shrubbery, trees, or vegetation of high growth shall be planted or cultivated by Lessee
upon said Premises without prior written consent by the City.
(f) Lessee shall not cut or remove any tree now growing on said Premises without the prior
written consent of the City.
8. NUISANCE
Lessee shall not permit the existence of any nuisance on the Premises; shall keep the Premises in
clean and safe condition and free of any explosive, flammable or combustible material which
would increase the risk of fire, except such material necessary to Lessee's Permitted Use, which
material shall be handled, used and stored in compliance with applicable law pertaining to such
substances; and shall not handle or store any dangerous or potentially dangerous materials or any
hazardous or toxic materials, as defined under state or federal laws.
9. ENVIRONMENTAL CONCERNS
Lessee shall not create or permit any condition on the Premises that could present a threat to human
health or to the environment. Lessee shall indemnify and hold harmless the City and its officers,
elected officials, employees, agents, contractors and affiliates from any suit or claim growing out
of any damages alleged to have been caused, in whole or in part, by an unhealthy, hazardous or
dangerous condition caused by, contributed to, or aggravated by Lessee's violation of any law,
ordinances, regulations or requirements pertaining to solid or other wastes, chemicals,oil and gas,
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toxic,corrosive,or hazardous materials,air water(surface or ground water)or noise pollution,and
the storage, handling, use or disposal of any such material. Lessee shall bear the expense of all
practices or work, preventative or remedial, which may be required because of any condition of
the Premises caused or permitted by Lessee or any use of the Premises by Lessee or those claiming
by, through or under Lessee, during Lessee's period of occupancy or during Lessee's ownership
or use prior to the date of this Lease. Lessee expressly agrees that the indemnification and hold
harmless obligations it hereby assumes shall survive cancellation of this Lease.
The City shall have the right, but not the duty, to enter upon the Premises from time to time as set
forth below to inspect the Premises for environmental contamination and in the course thereof to
conduct soil and ground water testing. City may enter the Premises during regular business hours
of Lessee without prior notice and may enter the Premises during periods other than regular
business hours either with prior written consent of Lessee or without if the City reasonably believes
that an emergency exists on the Premises. The City shall conduct any such inspections or testing
so as to minimize interference with Lessee's business operations. The City's entry on the Premises
pursuant to this paragraph shall not relieve the Lessee's obligation to pay rent under this Lease.
10. COMPLIANCE WITH LAW
Each party shall comply with all federal, state, local and police requirements, regulations,
ordinances, and laws respecting the Premises and as for Lessee,the activities of Lessee conducted
thereon. Each party shall pay any costs associated with its compliance.
11. INDEMNITY
(a) Lessee hereby agrees to indemnify, defend (with counsel reasonably satisfactory to the
City) and hold the City 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 Lessee,any contractor or subcontractor except to the extent primarily caused
by the acts or omissions of the City. This indemnity shall be in addition to and not in limitation of
any other remedy available to the City at law or in equity any of which may be executed singularly
or concurrently and all which shall be cumulative. Notwithstanding anything herein to the
contrary, neither the City nor Lessee shall be liable to the other for, and each hereby waives all
claims for any consequential losses or damages, whether arising in contract, warranty, tort
(including negligence), strict liability or otherwise, including but not limited to losses of profits.
(b) Lessee shall and does hereby assume all risk of loss or destruction of or damage to any
property of Lessee brought upon or into the Premises and to any property belonging to others
brought and held upon the Premises by Lessee or others; and Lessee hereby releases and agrees to
indemnify and hold harmless the City from all claims arising from such loss, destruction and
damage except if such loss, destruction, or damage is caused by the negligence of the City, its
officers, elected officials, employees, agents, contractors or affiliates.
(c) Lessee also assumes all risk of loss or damage to animals escaping either from said
premises or from its adjacent lands to any other property or land owned by the City. Lessee also
agrees to keep the Premises clear of combustible materials.
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(d) The provisions of this Section shall survive the termination of this Lease.
12. TERMINATION
(a) If Lessee shall default in any of its covenants or agreements, and such default shall not be
remedied or corrected (or in the City's sole judgment an appropriate remedy or correction has not
effectively commenced) within ten(10)business days after written notice by the City to Lessee of
such default, then this Lease may be terminated by the City immediately by giving notice of
termination to Lessee.
(b) Either party may cancel this Lease at will with thirty (30) days advance written notice to
the other party at the other party's Notice Address as provided for in Sections 1(f) and 1(g).
(c) Unless the City provides Lessee advance written notice otherwise, Lessee is obligated, on
termination of this Lease, at Lessee's sole cost and expense, to remove or cause to be removed,
any lessee improvements, including, but not limited to any structures placed or erected on the
Premises located on, above or below the surface of the Premises. Lessee also agrees to restore and
level the Premises to a condition reasonably satisfactory to the City.
(d) Lessee acknowledges and agrees that upon termination of this Lease by the City, Lessee
shall have no right to receive, and City shall have no obligation to pay, any relocation benefits or
fees.
(e) If the Lessee terminates this Lease,either by default pursuant to Section 12(a),or by notice
to the City pursuant to Section 12(b), no refund of any rent paid shall be made.
(f) Should Lessee fail to timely remove any Lessee improvements as required to be removed
by Lessee by this Section, Lessee grants the City the absolute right to keep, convey, destroy or
otherwise dispose of the Lessee improvements in any manner the City chooses, and in addition,
Lessee agrees to pay any reasonable costs incurred by the City in doing so within ten(10)business
days of receipt of the City's statement therefor, as Additional Rent.
(g) The provisions of this Section 12 shall survive the termination of this Lease.
13. CONDEMNATION
If all or any part of the Premises is subjected to taking under eminent domain law, this Lease shall
terminate from the time possession is taken by the condemning entity. Prepaid rentals will be
prorated and the unearned rental returned to Lessee. Lessee agrees that it is not entitled to, and
hereby disclaims, any award made for such taking, excepting only an award issued solely and
expressly to compensate for the taking of tangible personal property owned by Lessee.
Lessee acknowledges that Lessee has no interest in any award granted for any loss of the right to
use or lease the Premises, and expressly waives any claim Lessee may have to share in such an
award.
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14. RIGHT OF RE-ENTRY
The City reserves the right to re-enter the Premises at any time during this Lease without
extinguishing the Lessee's obligation to pay rent.
15. NOTICES
(a) Any notice, election or other correspondence required or permitted pursuant to this Lease
shall be deemed to have been properly given when made in writing and effective when delivered
personally to the party to whom directed, or when deposited in the United States mail, certified,
with all necessary postage or charges fully prepaid, return receipt requested and addressed to the
party to whom directed at this Notice Address specified in Section 1 (f) or 1(g).
(b) Either party hereto may change its address for the purpose of receiving notices or
communications hereunder by furnishing notice thereof to the other party in compliance with this
Section.
16. SEVERABILITY
Unless otherwise provided, or unless the context shall otherwise require, words importing the
singular number shall include the plural number, words importing the masculine shall include the
feminine gender, and vice versa. If any provisions of this Lease or any application hereof shall be
found to be invalid or unenforceable, for any reason, the remainder of this Lease and any other
application of such provision shall not be affected thereby.
17. ENTIRE AGREEMENT
This Lease represents the entire agreement between the parties and supersedes all other agreements
and representations made prior hereto. No amendment hereof shall be binding on either party
unless and until approved in writing by both parties.
18. GOVERNING LAW
This Lease shall be governed and construed in accordance with the laws of the State of Missouri.
19. HEADINGS
The heading of each section of this Lease is for convenience only and it shall not be deemed a
construction of intent of any such section.
20. BINDING EFFECT
This Lease shall inure to the benefit of and be binding upon the parties and their heirs, executors,
administrators, successors and permitted assigns.
21. INSURANCE
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(a) Lessee and any contractor shall both provide comprehensive general liability insurance in
the amount of $1,000,000.00 each occurrence and $3,000,000.00 annual aggregate. The policy
shall be endorsed to include the City as an additional insured. Buyer shall require any contractor
or subcontractor to provide proof of worker's compensation that meets the requirements of
Missouri law.
(b) Lessee shall provide to the City a certificate evidencing the insurance required by this
Section on the Commencement Date and prior to issuance of a sign permit.
(c) It is understood and agreed that Lessee shall cause the insurance policy provided for herein
to be so written that the insurance company shall not have recourse against the City, by way of
subrogation or otherwise, for any loss covered by or paid or payable under said policy, and that
the insurance company shall provide the City with thirty (30) days' notice prior to termination of
said policy. Unless otherwise consented to by the City in writing any company issuing the
insurance required by this Section shall have a Best's rating of A VII or better.
22. INTERPRETATION
This Lease shall be construed and interpreted in accordance with laws of the State of Missouri.
This Lease constitutes the entire agreement between the parties with respect to the subject matter
hereof. Enforceability,invalidity or illegality of any provision shall not render the other provisions
unenforceable, invalid or illegal.
23. RESERVED RIGHTS
(a) The City reserves the right to construct, maintain and operate, or to permit to be
constructed, maintained and operated by others, any pipe, cable, telegraph, telephone or power
transmission line upon,over,across or beneath said Premises; and to enter upon or allow others to
enter upon any portion of said Premises to remove earth, sand and gravel therefrom, or for any
other purpose.
(b) The City reserves the exclusive right to maintain existing signboards on said Premises at
any time during the term of this Lease without payment of any sum, whether as consideration or
damages, to Lessee.
(c) It is specifically agreed that the City may enter upon and use the demised Premises at any
time, for the purpose of obtaining ingress to or egress from facilities or other lands the City.
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IN WITNESS WHEREOF,this Lease has been fully executed the day and year first above written.
"CITY" "LESSEE"
CITY OF RIVERSIDE, MISSOURI KC WFC Training, LLC/ACFC, LLC
,0
By • , A' 4 ' By:
Kathleen I,. Rose, Mayor Print Name: ,
Title:
STATE OF MISSOURI )
) ss.
COUNTY OF PLATTE )
I certify that I know or have satisfactory evidence that Kathleen L. Rose, signed this instrument
and acknowledged it as the Mayor of the City of Riverside, Missouri to be the free and voluntary
act of such party for the uses and purposes mentioned in the instrument.
� >E3-cam
DATE:,,, � �.
c,4.!N 1 �ROBIN i NC NOTARY
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NOTARY• : :•- March 8,2023
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9� 7 Commission#15390631 My Commission Expires: $'/�02 '�
STATE OF KANSAS )
) ss.
COUNTY OF JOHNSON )
I certify that I know or have satisfactory evidence that f/i ,[ s , as
1ori7�CJ Ui f KC WFC Training, LLC/ACFC, LLC signed-thi•lnstrum:j t on behalf
of said entity find acidic)wledged it to be the free and voluntary act of said entity for the uses and
purposes mentioned in the instrument.
le •/
DATE: 0 01,1 2422 r i ar Ail",
NO ► Y P !: 7
M, Commi:sion Expires: Q3-N-ZQZ/
= NOTARY PUBLIC-Stare of Kansas
STACY RENEE BRICE
my Appt.Expires pi-CM•?ON
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EXHIBIT A
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