HomeMy WebLinkAbout2079 Authorizing the City to Enter into a Temporary License Agreement-(Fountains & BBQ, LLC) BILL NO. 2025-041 ORDINANCE NO. 2079
AN ORDINANCE AUTHORIZING THE CITY TO ENTER INTO A TEMPORARY
LICENSE AGREEMENT
WHEREAS, the City of Riverside, Missouri a fourth-class city organized and existing
under the laws of the State of Missouri ("City") owns the real property more particularly
described on Exhibit A attached hereto and incorporated herein (collectively, the
"Property"); and
WHEREAS, the City and Fountains and BBQ, LLC, a Delaware limited liability company,
("Developer") are currently negotiating a Purchase and Sale Agreement for the Property,
(the "Negotiations"), and
WHEREAS, the timely completion of the Developer's proposed improvements to the
Property (the "Project") is in the mutual interest of both Parties; and
WHEREAS, to help facilitate such timely completion, the Developer has requested from
the City a license on and over the Property for the Developer, its affiliates, and their
respective agents, employees, contractors, subcontractors, material men, suppliers,
consultants, and other representatives (collectively, "the Developer Parties") to enter the
Property and due diligence activities as more specifically described in the License
(collectively, "Permitted Activities"); and
WHEREAS, City Staff recommends the City's Board of Aldermen to authorize the City to
enter into a Temporary License Agreement ("License") in substantially the same form and
upon the same conditions as the License attached hereto as Exhibit B, attached hereto
and incorporated herein; and
WHEREAS, the Board of Aldermen find that authorization of the Temporary License
Agreement requested by the Developer, as contained in Exhibit B, attached hereto and
incorporated herein, fulfills a public purpose and will provide an opportunity to further the
growth of the City, facilitate the development of Riverside, improve the environment of the
City, increase the assessed valuation of the real estate situated within the City, increase
the sales tax revenues realized by the City, foster increased economic activity within the
City, increase employment opportunities within the City, and otherwise be in the best
interests of the City by furthering the health, safety, and welfare of its residents and
taxpayers.
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 TO AUTHORIZE THE CITY TO ENTER
INTO A TEMPORARY LICENSE AGREEMENT. It is in the best interest of the City, in
order to provide an opportunity to further the growth of the City, improve the environment
of the City, foster increased economic activity within the City, increase employment
opportunities within the City, further the objectives of the TIF Plan, further build out the
public infrastructure and otherwise is in the best interests of the City by furthering the
health, safety, and welfare of its residents and taxpayers, to authorize the City to enter
into a Temporary License Agreement with Fountains and BBQ, LLC, a Delaware limited
liability company, ("Developer") in substantially the same form as that attached hereto as
Exhibit B, and incorporated herein.
SECTION 2 -AUTHORITY GRANTED. 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 any and all actions as may be deemed
necessary or convenient to carry out and comply with the intent of this Ordinance 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.
SECTION 3 - EFFECTIVE DATE. This Ordinance shall be in full force and effect from
and after its passage and approval.
BE IT REMEMBERED that the above was read two times by heading only,
PASSED AND APPROVED by a majority of the Board of Aldermen and APPROVED by
the Mayor of the City of Riverside, Missouri, this 9th day of May 2025.
Kathleen L. Rose, Mayor
ATTEST:
Robin Kincaid, City Clerk
Approved as to form:
by Joe Bednar, Spencer Fane LLP.
Special Counsel to the City
JC 17518836.1
EXHIBIT A
PROPERTY DESCRIPTION
Lot 2, Hydro Conduit Final Plat, a minor subdivision in Riverside, Platte County,
Missouri, recorded on May 5, 2016 as Instrument Number 2016005512, in Book 21,
Page 213.
JC 17518836.1
EXHIBIT B
TEMPORARY LICENSE AGREEMENT
JC 17518836.1
TEMPORARY LICENSE AGREEMENT
THIS TEMPORARY LICENSE AGREEMENT(this "Agreement") is entered into and effective
as of the date of the final execution of this Agreement as set forth below(the "Effective Date"), by and
between the CITY OF RIVERSIDE,MISSOURI,a fourth-class city organized and existing under the laws
of the State of Missouri(the "Licensor")and FOUNTAINS AND BBQ,LLC,a Delaware limited liability
company, and/or its assigns (collectively, "Licensee")(Licensor,together with Licensee, collectively,the
"Parties"and each,a"Party").
RECITALS:
A. Licensor owns the real property more particularly described on Exhibit A attached hereto
and incorporated herein(collectively,the"Property").
B. Licensor, as Seller, and Licensee, as Buyer, are parties to that certain Agreement of
Purchase and Sale dated on or around the Effective Date(the"PSA"), pursuant to which Licensor agrees
to sell to Licensee, and Licensee agrees to purchase from Licensor, the Property, as more particularly
described in the PSA.
C. Licensor intends to conduct due diligence with respect to the Property, and upon the
Closing(as defined in the PSA), construction improvement on the Property,and the timely completion of
Licensee's due diligence and proposed improvements to the Property(the"Project")is in the mutual interest
of both Parties.
D. To help facilitate such timely completion, Licensee has requested from Licensor, and
Licensor has agreed to grant to Licensee,a license on and over the Property(the"License")for Licensee,
its affiliates, and their respective agents, employees, contractors, subcontractors, architects, engineers,
material men, suppliers, consultants, and other representatives (collectively, "Licensee Parties") to enter
the Property (including the rights of access, ingress, and egress from and to a public right-of-way) and
perform investigations and other due diligence in connection with the Property, including without
limitation,contractor mobilization,preparation of a survey,environmental assessments,audits,studies and
reports (Phase I, Phase II, soil tests, boring tests, management plans, and other ancillary environmental
investigations), architectural, grading and engineering studies, environmental assessments or audits,
analytical tests, feasibility studies and construction cost projections, temporary roadways and laydown
areas, install the storm water pollution prevention plan, perform earthwork grading and other various site
work(collectively,"Permitted Activities").
NOW, THEREFORE, in consideration of the sum of Ten and No/100 Dollars ($10.00), the
foregoing recital and mutual covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee hereby agree as
follows:
1. Licensor hereby grants to Licensee the License for Licensee and the Licensee Parties to
enter the Property(including the rights of entry,access, ingress,and egress from and to a public right-of-
way,to and from the Property)to so perform such Permitted Activities.Such entry and Permitted Activities
will be limited to those parts of the Property as necessary or reasonable in connection with the exercise of
the License and performance of Permitted Activities, in compliance with applicable governmental laws,
rules and regulations,and other directives by the State of Missouri,County of Platte,City of Riverside and
the Riverside Quindaro Bend Levee District and the Army Corps of Engineers, to the extent of their
jurisdiction over the Permitted Activities(collectively"Governmental Authorities").All work undertaken
by or through Licensee pursuant to the License shall be done in a good and workmanlike manner,and only
in accordance with applicable governmental laws,rules and regulations as authorized herein.Licensee shall
not cause or suffer, nor permit any Licensee Parties to cause or suffer, any mechanics' or materialmen's
claims or liens with respect to any work performed on the Property by Licensee or the Licensee Parties
pursuant to the License.
2. All Contracts related to the Permitted Activities("Contracts")are or will be consistent with
industry standards, and shall require contractors and vendors to comply with applicable laws, rules and
regulations. All public infrastructure contracts ("Public Works Contracts") shall require contractors and
vendors to comply with applicable laws,rules and regulations,including but not limited to applicable City
Ordinances.
3. No recommendations,approvals,or other actions under this Agreement by the Mayor,City
Administrator,City Project Coordinator,or any other representative of Licensor will in any manner cause
Licensor to waive its sovereign immunity and bear any responsibility or liability for the design,
development or construction of the Project or for any defects related thereto or any inadequacy or error
therein or any failure to comply with applicable law,ordinance,rule,or regulation.Approval of any Project
design,development or construction documents by Licensor pursuant to this Agreement will not constitute
an opinion or representation as to their adequacy for any purpose other than Licensor's own purposes.
4. All Permitted Activities are or will be consistent with industry standards,and shall comply
with applicable laws,rules and regulations.
5. Licensee agrees to indemnify,hold harmless,and defend Licensor and its governing body
members,directors,officers,employees and agents(collectively,the"Indemnitees")from and against any
and all claims,demands, liabilities and costs, including reasonable attorneys' fees, arising from or related
to: (a)damage or injury, actual or claimed,to persons or property occurring or allegedly occurring in,on
or about the Property during the exercise by or through Licensee of the License rights granted hereunder;
or(b)any mechanics'or materialmen's claims or liens with respect to any work performed on the Property
by Licensee or the Licensee Parties pursuant to this Agreement during the term of the License.
Notwithstanding the foregoing or anything in this Agreement to the contrary, the above agreement to
indemnify,hold harmless and defend shall not apply to,and neither Licensee nor any Licensee Parties will
have any obligation to indemnify, hold harmless, and defend any Indemnitee for any claims, demands,
liabilities, or costs arising from or related to: (i)any pre-existing condition of the Property or any portion
thereof,(ii)any damage or defect of the Property or any portion thereof not caused by Licensee,or(iii)the
negligence or intentional acts or willful misconduct of any Indemnitee. This provision shall survive the
expiration or termination of this License. For the avoidance of doubt,the Parties acknowledge that Licensee
Parties intend to investigate environmental conditions with respect to the Property, and that there is a
potential that Licensee Parties may discover pre-existing environmental conditions. Notwithstanding
anything in this Agreement to the contrary,Licensee shall have no obligation to indemnify,hold harmless,
and defend Licensor for any claims, demands, liabilities, costs arising or related to any pre-existing
environmental conditions of the Property or any portion thereof.
6. Prior to commencing any Permitted Activities on the Property pursuant to the License and
for so long thereafter as Licensee or the Licensee Parties continue in the performance of any such Permitted
Activities, Licensee shall maintain or cause to be maintained a policy of commercial general liability
insurance,including contractual indemnity provisions,in an amount of not less than$2,000,000(combined
single limits bodily injury damage). Copies of insurance certificates evidencing the coverage required
hereunder will be delivered or made available to Licensor upon request.
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7. If Licensee shall fail to keep or perform any obligation expressly required to be kept or
performed by it hereunder, and fails to cure or commence and diligently pursue such cure within ten(10)
business days following written notice from Licensor to Licensee specifying such failure and requiring that
it be remedied,then Licensor shall have such rights and remedies as may exist at law or in equity;provided,
however,in no event will either Party seek or be entitled to any special,punitive,remote,or consequential
damages.
8. The License granted under this Agreement shall expire upon the earlier of:(a)the Closing
Date pursuant to the PSA;or(b)upon termination of the PSA pursuant to the terms of the PSA.
9. Upon the termination of this License pursuant to paragraph 8(b)above, Licensee shall or
shall cause the Property to be restored to substantially the same condition it was in prior to such entry, at
its sole cost and expense. Notwithstanding the foregoing or anything in this Agreement to the contrary,
Licensee shall have no restorations obligations, nor any obligation to repair or remedy, any pre-existing
condition of the Property or any portion thereof, or any damage or defect of the Property or any portion
thereof not caused by Licensee.
10. The License shall be governed by the laws of the State of Missouri.
11. To the extent of any conflict arising from or out of this License, the prevailing party,
whether in court or through arbitration shall be entitled to be reimbursed for its actual expenses,including,
but not by way of limitation attorneys' fees and all related costs.
12. All notices required or permitted under this Agreement shall be in writing and shall be
deemed effective: (i)one (1) day after deposit with Federal Express or other nationally recognized
overnight courier,marked for next day delivery,addressed as set forth below;(ii)three(3)days after deposit
in United States Mail if sent by registered or certified mail,return receipt requested,addressed as set forth
below; or(iii)upon being sent by e-mail if followed the same or next business day by a hardcopy given
pursuant to one of the other means above. All notices sent pursuant to subsection (i) or(ii) above, shall
also be sent by e-mail.The notice addresses of the parties are as follows:
If to Licensor: City of Riverside,Missouri
2950 N.W. Vivion Road
Riverside,Missouri 64150
Attn: Brian Koral,City Administrator
E-mail: bkoral@riversidemo.gov
If to Licensee: FOUNTAINS AND BBQ,LLC
do Block Real Estate Services,LLC.
Attn: Kenneth G. Block
Zach Hubbard
4622 Pennsylvania Ave. Suite 700
Kansas City,Missouri 64112
E-mail: kblock@blockllc.com
zhubbard@blockl1c.com
13. This Agreement may be executed in one or more counterparts and exchanged by electronic
mail. A signature hereto sent or delivered in .pdf format shall be as legally effective and enforceable as a
signed original for all purposes.
[Remainder of page intentionally blank;signatures follow.]
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IN WITNESS WHEREOF,the Parties have executed this Temporary License Agreement effective
as of the Effective Date.
LICENSOR:
CITY OF RIVERSIDE, MISSOURI,
a fourth-class city organized and existing under the laws
of the S t of Missouri
By: '/ " i2
Kathleen L. Rose,
Mayor of the City of Riverside
Date:
LICENSEE:
FOUNTAINS AND BBQ,LLC,
a limited liability company,and/or its assigns
De aware
By: BK Properties, LLC, a Missouri limited liability
company, its Manager
By .g /
Kenn th G. Block,Trustee of the Kenneth G.
Block Trust dated January 11, 1991,as amended,
Sole Member and Manager
Date: 5/21/2025
Signature Page to Temporary License Agreement
EXHIBIT A
Description of License Property
Lot 2, Hydro Conduit Final Plat, a minor subdivision in Riverside, Platte County, Missouri,
recorded on May 5, 2016 as Instrument Number 2016005512, in Book 21, Page 213.
Exhibit A to Temporary License Agreement