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HomeMy WebLinkAbout2187 Approving Transportation Services Agreement with GEST Missouri Holdings LLCBILL NO. 2026-053 ORDINANCE NO. 2187 AN ORDINANCE APPROVING A TRANSPORTATION SERVICES AGREEMENT WITH GEST MISSOURI HOLDINGS LLC BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: SECTION 1 -APPROVAL OF AGREEMENT. That the Riverside Board of Aldermen hereby approves the Transportation Services Agreement by and between the City and GEST Missouri Holdings LLC in substantially the form attached hereto, and the Mayor or City Administrator is authorized to execute the Agreement on behalf of the City. SECTION 2 -GRANT OF FURTHER AUTHORITY. , 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 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 this 9th day of June 2026 . /s/ Kathleen L. Rose Kathleen L. Rose, Mayor ATTEST: /s/ Melissa McChesney Melissa McChesney, City Clerk 1 TRANSPORTATION SERVICES AGREEMENT This Transportation Services Agreement (“Agreement”) is entered into as of June 9, 2026 (“Effective Date”), by and between the City of Riverside, Missouri, a Missouri municipal corporation (“City”), and GEST MISSOURI HOLDINGS LLC, a Missouri limited liability company (“GEST”). The City and GEST may be referred to individually as a “Party” and collectively as the “Parties.” RECITALS WHEREAS, the World Cup Fan Fest will operate on eighteen (18) days during the 2026 FIFA World Cup event period; and WHEREAS, the City desires to support tourism, visitor transportation, lodging activity, and regional access related to the World Cup Fan Fest and associated World Cup events; and WHEREAS, GEST is willing to provide temporary bus transportation services between Park University, Argosy Casino Hotel & Spa in Riverside, Missouri, and the World Cup Fan Fest transfer station in North Kansas City, Missouri; and WHEREAS, the Board of Aldermen finds and determines that the temporary shuttle service authorized by this Agreement is intended to promote tourism and visitor activity within the City by providing transportation access for visitors, hotel guests, and event attendees traveling to and from Riverside lodging, entertainment, and hospitality destinations, including Argosy Casino Hotel & Spa, in connection with the World Cup Fan Fest and associated World Cup events; and WHEREAS, the City desires to contribute legally available tourism funds toward such transportation services, subject to the terms and limitations of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows: 1. City Contribution. Subject to the terms of this Agreement, the City shall contribute an amount not to exceed Two Hundred Thousand Dollars ($200,000.00) from legally available tourism funds for temporary bus transportation services during the eighteen (18) days on which the World Cup Fan Fest is operating. The City’s contribution shall be used solely for the transportation services described in this Agreement and shall not exceed the amount authorized by the City’s Board of Aldermen unless otherwise approved by the Board of Aldermen in writing. 2. Transportation Services. GEST shall provide three (3) buses to operate a continuous fixed-route shuttle service between Park University, Argosy Casino Hotel & Spa in Riverside, Missouri, and the World Cup Fan Fest Docusign Envelope ID: A60FB0BF-F6ED-8604-815B-90D159B62E2D 2 transfer station in North Kansas City, Missouri. The shuttle service shall operate during the eighteen (18) days on which the World Cup Fan Fest is operating. The Parties acknowledge that daily operating hours may vary based on the Fan Fest schedule, World Cup game schedule, anticipated ridership, traffic conditions, and other operational needs. The specific dates, hours of operation, route timing, stop locations, and related service details shall be coordinated by GEST and the City Administrator or the City Administrator’s designee. 3. Fare Revenue. Riders may be charged a fare of Five Dollars ($5.00) per trip. GEST shall be responsible for collecting, tracking, and accounting for all fare revenue unless otherwise agreed in writing by the Parties. From each fare collected, $1.25 shall be retained by GEST and $3.75 shall be paid to the City. GEST shall maintain fare revenue in a manner that allows the fare revenue to be separately identified, accounted for, and reconciled. GEST shall remit the City’s share of fare revenue to the City within thirty (30) days after completion of the transportation services, together with a final accounting of total fare revenue collected, ridership to the extent reasonably available, and the calculation of the City’s share. 4. Use of City Funds. GEST shall use the City’s contribution solely for costs directly related to the transportation services described in this Agreement, including, as applicable, buses, drivers, dispatching, fuel, insurance, maintenance, coordination, and other reasonable operating costs associated with the shuttle service. 5. Records and Reporting. GEST shall maintain records sufficient to document the transportation services provided under this Agreement, including the dates and hours of operation, number of buses used, ridership to the extent reasonably available, fare revenue collected, and use of City funds. Upon request, GEST shall provide the City with reasonable documentation supporting amounts paid or reimbursed under this Agreement. Within thirty (30) days after completion of the transportation services, GEST shall provide the City with a final accounting showing, at a minimum, the total City funds received, total fare revenue collected, total service costs, and any revenue-sharing amount owed to the City. The final accounting required by this Section may be provided with the fare revenue reconciliation and remittance required under Section 3. 6. Schedule and Operational Adjustments. The Parties acknowledge that the transportation schedule may need to be adjusted from day to day due to Fan Fest programming, World Cup game times, attendance levels, weather, traffic, public Docusign Envelope ID: A60FB0BF-F6ED-8604-815B-90D159B62E2D 3 safety needs, or other operational considerations. The City Administrator or designee may approve reasonable schedule, routing, stop location, or operational adjustments, provided such adjustments remain consistent with the purpose of this Agreement and do not increase the City’s maximum financial obligation without further Board of Aldermen approval. 7. Payment. The City shall pay GEST for documented costs incurred in providing the transportation services authorized by this Agreement, up to a total amount not to exceed Two Hundred Thousand Dollars ($200,000.00), in accordance with invoices submitted by GEST and approved by the City. Each invoice shall include sufficient detail to allow the City to determine that the amounts invoiced are for transportation services authorized by this Agreement. The City may withhold payment for any amount that is not adequately documented or that the City reasonably determines is outside the scope of this Agreement. 8. Compliance with Law. GEST shall perform all services under this Agreement in compliance with all applicable federal, state, and local laws, ordinances, rules, and regulations, including any applicable licensing, permitting, vehicle safety, driver qualification, insurance, and public transportation requirements. 9. Independent Contractor. GEST shall perform the services under this Agreement as an independent contractor. Nothing in this Agreement shall be construed to create an employment, agency, partnership, joint venture, or other similar relationship between the City and GEST. GEST shall be solely responsible for the acts and omissions of its employees, agents, drivers, contractors, and subcontractors. 10. Work Authorization. GEST acknowledges that Section 285.530, RSMo, prohibits any business entity or employer from knowingly employing, hiring for employment, or continuing to employ an unauthorized alien to perform work within the State of Missouri. GEST therefore covenants that it will not knowingly employ, hire for employment, or continue to employ any unauthorized alien to perform work within the State of Missouri in violation of Section 285.530, RSMo. GEST shall, by a sworn affidavit, affirm its enrollment and participation in a federal work authorization program with respect to the employees working in connection with the services. 11. Insurance. a. Evidence of Insurance. On or before the Effective Date, GEST shall provide the City with certificates of insurance and, upon request, copies of endorsements evidencing the insurance coverage required by this Agreement. GEST shall maintain such insurance in full force and effect during the term of this Agreement and for so long as GEST is providing services under this Agreement. b. Commercial General Liability Insurance. GEST shall obtain and maintain commercial general liability insurance with limits of not less than $3,547,658.00 for all claims Docusign Envelope ID: A60FB0BF-F6ED-8604-815B-90D159B62E2D 4 arising out of a single accident or occurrence and $1,000,000.00 for any one person in a single accident or occurrence; provided, however, that such limits shall in no event be less than the individual and combined sovereign immunity limits established by Section 537.610, RSMo, or any successor statute, for political subdivisions. Nothing in this Agreement, including this insurance requirement, shall be construed as a waiver of the City’s sovereign immunity, governmental immunity, or any other defense available to the City under Missouri law. The commercial general liability policy shall include, or be endorsed to include, the following: 1. coverage for personal injury as well as bodily injury; 2. blanket contractual liability coverage, subject to the standard contractual liability exclusions contained in the carrier’s standard endorsement, for bodily injury, personal injury, and property damage; 3. broad form property damage liability coverage; and 4. the City, including its elected officials, officers, employees, agents, and representatives, shall be named as additional insureds for claims arising out of or related to GEST’s performance under this Agreement. c. Workers’ Compensation Insurance. GEST shall obtain and maintain workers’ compensation insurance as required by Missouri law, including employer’s liability coverage with limits of not less than $500,000.00. If any work or services under this Agreement are subcontracted, GEST shall require each subcontractor to obtain and maintain workers’ compensation insurance for the subcontractor’s employees in compliance with Missouri law. GEST shall indemnify and hold harmless the City from and against any damages, claims, losses, costs, or expenses resulting from the failure of GEST or any subcontractor to obtain or maintain workers’ compensation insurance as required by this Agreement or applicable law. d. Commercial Automobile Liability Insurance. GEST shall obtain and maintain commercial automobile liability insurance with limits of not less than $3,547,658.00 for all claims arising out of a single accident or occurrence and $1,000,000.00 for any one person in a single accident or occurrence; provided, however, that such limits shall in no event be less than the individual and combined sovereign immunity limits established by Section 537.610, RSMo, or any successor statute, for political subdivisions. Nothing in this insurance requirement shall be construed as a waiver of the City’s sovereign immunity, governmental immunity, or any other defense available to the City under Missouri law. Such insurance shall cover all owned, hired, leased, scheduled, non-owned, replacement, and substitute vehicles used in connection with the services provided under this Agreement and shall be written on a Commercial Business Auto form, or an acceptable equivalent. The policy shall protect against claims arising out of the ownership, maintenance, use, or operation of motor vehicles by GEST, its employees, agents, contractors, or subcontractors in connection with this Agreement. The City, including its elected officials, officers, employees, agents, and representatives, shall be named as additional insureds on the commercial automobile liability policy for claims arising out of or related to GEST’s performance under this Agreement. Docusign Envelope ID: A60FB0BF-F6ED-8604-815B-90D159B62E2D 5 The minimum limits for commercial automobile liability insurance may be satisfied through a combination of primary automobile liability coverage and excess or umbrella liability coverage, provided the total available coverage meets or exceeds the minimum limits required by this Agreement and applies to the services provided under this Agreement. e. Excess or Umbrella Coverage. GEST may satisfy any required liability limits through a combination of primary and excess or umbrella liability policies, provided that the total available coverage equals or exceeds the limits required by this Agreement and applies to the services provided under this Agreement. f. No Limitation of Liability. The insurance requirements in this Section shall not be construed to limit GEST’s liability under this Agreement. GEST’s obligation to maintain insurance is separate from, and in addition to, its indemnification and other obligations under this Agreement. g. Notice of Cancellation or Material Change. GEST shall use commercially reasonable efforts to provide the City with at least thirty (30) days’ prior written notice of cancellation, non-renewal, or material reduction in required coverage. If any required insurance is cancelled, non-renewed, or materially reduced, GEST shall promptly obtain replacement coverage meeting the requirements of this Agreement. 12. Indemnification. To the extent allowed by law, GEST shall defend, indemnify, and hold harmless the City, its elected officials, officers, employees, agents, and representatives from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorney’s fees, arising out of or related to GEST’s performance of this Agreement, including the acts or omissions of GEST, its employees, agents, drivers, contractors, or subcontractors. Nothing in this Agreement shall be construed as a waiver of the City’s sovereign immunity, governmental immunity, or any other defense available to the City under Missouri law. 13. Term. This Agreement shall commence upon execution by both Parties and shall remain in effect until the transportation services have been completed, all required accounting has been provided, and all payment and revenue-sharing obligations have been satisfied, unless earlier terminated as provided herein. 14. Termination. The City may terminate this Agreement upon written notice to GEST if GEST fails to perform the transportation services required by this Agreement, fails to maintain required insurance, fails to comply with applicable law, or otherwise materially breaches this Agreement. Docusign Envelope ID: A60FB0BF-F6ED-8604-815B-90D159B62E2D 6 The City may also terminate this Agreement, in whole or in part, if the World Cup Fan Fest is cancelled, materially reduced, relocated, or otherwise changed in a manner that substantially affects the need for the transportation services. 15. No Obligation Beyond Appropriation. The City’s obligations under this Agreement are subject to the availability and appropriation of legally available funds. Nothing in this Agreement shall be construed as creating a debt, liability, or obligation of the City in excess of funds lawfully appr opriated and available for such purpose. 16. Assignment. GEST shall not assign this Agreement or delegate its duties under this Agreement without the prior written consent of the City. 17. Notices. All notices required under this Agreement shall be in writing and delivered personally, by certified mail, by nationally recognized overnight delivery service, or by email with confirmation of delivery to the following: If to GEST: Patrick Dye, CEO GEST Missouri Holdings, LLC 344 Gest Street, Suite E Cincinnati OH, 45203 If to CITY: City of Riverside, Missouri Attn: City Administrator 2950 NW Vivion Road Riverside, Missouri 64150 18. Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior negotiations, discussions, or agreements, whether written or oral. This Agreement may be amended only by a written document executed by both Parties, except that operational adjustments may be approved as provided in Section 6. 19. Governing Law. This Agreement shall be governed by the laws of the State of Missouri, and any legal action shall be brought in the Circuit Court of Platte County, Missouri. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. Docusign Envelope ID: A60FB0BF-F6ED-8604-815B-90D159B62E2D Docusign Envelope ID: A60FB0BF-F6ED-8604-815B-90D159B62E2D GEST MISSOURI HOLDINGS LLC DocuSigned by: By: /s/ Patrick Dye Name: Patrick Dye Title: CEO City of Riverside, Missouri Signed by: By: /s/ Kathy Rose Title: Mayor Attest: Signed by: /s/ Melissa McChesney Melissa McChesney, City Clerk 7 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 6/9/2026 SterlingRisk P.O.Box 9017 Woodbury NY 11797 516-487-0300 516-487-0372 request@sterlingrisk.com License#:BR-1418528 National Union Fire Ins Co of Pittsburgh,PA 19445 LAZPARKING Federal Insurance Company 20281LAZParkingMidwest,LLC 1627 Main Street Suite 801 Kansas City MO 64108 AIU Insurance Company 19399 Berkley Insurance Company 32603 905658797 A X 1,000,000 X 1,000,000 1,000,000 2,000,000 X X Y Y 3609369 7/31/2025 7/31/2026 2,000,000 A 5,000,000 X Y Y 3135689 7/31/2025 7/31/2026 B X X 100,000,000 X Y See Schedule 7/31/2025Y 7/31/2026 100,000,000 C X N Y 014111735 7/31/2025 7/31/2026 1,000,000 1,000,000 1,000,000 A D Garagekeepers Liability Crime Liability Y Y 3609369 BCCR4500289228 7/31/2025 7/31/2025 7/31/2026 7/31/2026 Limit Limit $1,000,000 $5,000,000 See Page 2 for Additional Information. See Attached... GEST Missouri Holdings LLC 7019 N Cherry St Suite 390 Gladstone MO 64118 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: LAZPARKING 1 1 SterlingRisk LAZ Parking Midwest, LLC 1627 Main Street Suite 801 Kansas City MO 64108 25 CERTIFICATE OF LIABILITY INSURANCE Additional Insurers Affording Coverage: Insurer Letter D Allianz Global Risk US Insurance Company (NAIC 35300) Insurer Letter E Everest National Insurance Company (NAIC 10120) Insurer Letter F United Specialty Ins. Co. (NAIC 112537) Insurer Letter G RSUI Indemnity Company (NAIC 22314) Insurer Letter H Endurance American Insurance Company (NAIC 10641) Insurer Letter I American Guarantee and Liability Insurance Company (Zurich) (NAIC 26247) Insurer Letter J Westfield Specialty Insurance Company (NAIC 16992) Insurer Letter K Great American Assurance Company (NAIC 26344) Insurer Letter L Lexington Insurance Company (NAIC 19437) Insurer Letter M Westchester Surplus Lines Insurance (NAIC 10172) D: Excess General Liability --- USL03085025 --- 7/31/25-7/31/26 --- Aggregate $4,000,000 B: Primary Umbrella Liability --- 79863543 --- 7/31/25-7/31/26 --- Aggregate $15,000,000 E: Excess Liability --- XW5EX00131251 --- 7/31/25-7/31/26 --- Aggregate $5,000,000 F: Excess Liability --- BTM2513227 --- 7/31/25-7/31/26 --- Aggregate $5,000,000 G: Excess Liability --- NHA608117 --- 7/31/25-7/31/26 --- Aggregate $7,500,000 H: Excess Liability --- EXC30065353301 --- 7/31/25-7/31/26 --- Aggregate $7,500,000 I: Excess Liability --- AEC011173111 --- 7/31/25-7/31/26 --- Aggregate $10,000,000 J: Excess Liability --- XSL345214K02 --- 7/31/25-7/31/26 --- Aggregate $10,000,000 F: Excess Liability --- BTM2513226 --- 7/31/25-7/31/26 --- Aggregate $5,000,000 K: Excess Liability --- EXC 5867707 --- 7/31/25-7/31/26 --- Aggregate $10,000,000 L: Excess Liability --- 20744112 --- 7/31/25-7/31/26 --- Aggregate $10,000,000 M: Excess Liability --- G48749781001 --- 7/31/25-7/31/26 --- Aggregate $15,000,000 If agreed upon in a written contract, PENN ENTERTAINMENT, INC., GEST Missouri Holdings, LLC, GEST Holdings, LLC, and City of Riverside, Missouri are included as additional insureds for general liability, garage keepers’ legal liability, auto liability and umbrella policies. Waiver of subrogation is in favor of the additional insureds. Re: GEST Event