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HomeMy WebLinkAbout2185 Authorizing City to Enter Into Parking License Agreement with Live Nation Worldwide IncBILL NO. 2026-051 ORDINANCE NO. 2185 AN ORDINANCE AUTHORIZING THE CITY TO ENTER INTO A PARKING LICENSE AGREEMENT WITH LIVE NATION WORLDWIDE, INC. WHEREAS, the City of Riverside, Missouri a duly organized and existing fourth-class city under the laws of the State of Missouri ("Licensor"}, and Live Nation Worldwide, Inc., a Delaware corporation ("Licensee" desire to enter into an agreement for the utilization of certain City real property to be used for additional parking for the Morton Amphitheater ("Agreement"}; and WHEREAS, Licensor and Licensee executed that certain Second Amended and Restated Ground Lease Agreement dated October 3, 2024, ("Lease"); and WHEREAS, Licensee, pursuant to said Lease constructed approximately 6,366 paved and striped parking spaces to serve Licensee's intended use of the Premises as defined and set forth in the Lease; and WHEREAS, Licensee has identified the need for approximately one thousand (1,000} additional parking spaces for the 2026 concert season; and WHEREAS, the Licensor owns a parcel of real property of approximately ten (10) acres illustrated and legally described on the attached Exhibit A and incorporated herein, available to provide additional parking to the Licensee ("License Area"); and WHEREAS, the Licensor desires to grant to the Licensee a temporary license for use of the License Area for parking; and WHEREAS, said License Area is located within a redevelopment site (the "Redevelopment Site") subject to a certain Predevelopment Agreement and Access Agreement (the "Access Agreement") executed between the City and a third-party developer ("Developer"); and WHEREAS, Licensor desires to grant to Licensee a license for use of the License Area subject to the terms and conditions of this Parking License Agreement ("License") and Licensee desires to accept said License which is attached hereto as Exhibit B and incorporated herein; and WHEREAS, City Staff recommends that the Board of Aldermen find it is in the best interest of the City to accept and execute the License and enter the agreement for the use of said License Area for parking for the Morton Amphitheater; and WHEREAS, the Board of Aldermen find that authorization of the License 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. Page 1 of 2 BILL NO. 2026-051 ORDINANCE NO. 2185 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 PARKING 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 the use of the License Area a description of which is attached hereto as Exhibit A and incorporated herein, subject 10 the terms and conditions of this Parking License Agreement ("License') 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 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 2nd day of June 2026. /s/ Kathleen L. Rose Kathleen L. Rose, Mayor ATTEST: /s/ Melissa McChesney Melissa McChesney, City Clerk Approved as to form: /s/ Joe Bednar by Joe Bednar, Spencer Fane LLP, Special Counsel to the City Page 2 of 2 PARKING LICENSE AGREEMENT TIDS PARKING LICENSE AGREEMENT ("License") is made this 2nd day of June 2026 (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 (hereinafter referred to as "Licensor" or the "City"), and Live Nation Worldwide, Inc., a Delaware corporation (hereinafter referred to as "Licensee") (collectively the "Parties" and each, a "Party"). RECITALS WHEREAS, Licensor and Licensee executed that certain Second Amended and Restated Ground Lease Agreement dated October 3, 2024, ("Lease"); WHEREAS, Licensee, pursuant to said Lease constructed approximately 6,366 paved and striped parking spaces to serve Licensee's intended use of the Premises as defined and set forth in the Lease; WHEREAS, Licensee has identified the need for approximately one thousand (1,000) additional parking spaces for the 2026 concert season; and WHEREAS, the Licensor owns a parcel of real property of approximately ten (10) acres illustrated and legally described on the attached Exhibit A and incorporated herein, available to provide additional parking to the Licensee ("License Area"); and WHEREAS, the Licensor desires to grant to the Licensee a temporary license for use of the License Area for parking; and WHEREAS , said License Area is located within a redevelopment site (the "Redevelopment Site") subject to a certain Predevelopment Agreement and Access Agreement (the "Access Agreement'') executed between the City and a third party developer ("Developer''); and WHEREAS, Licensor desires to grant to Licensee a license for use of the License Area subject to the terms and conditions of this License and Licensee desires to accept said License. NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein, and other good and valuable consideration, the sufficiency of which is acknowledged by the parties hereto, the parties enter into this License subject to the following terms and conditions: 1. LICENSE AREA. Licensor hereby grants to Licensee a license for use of the License Area solely for the purpose of providing additional parking for concerts being held by the Licensee on the Premises. The License applies only to the License Area and not to any other portion of the Redevelopment Site. 2. USE OF LICENSE AREA BY DEVELOPER. This License is expressly subject to the consent of the Developer who has previously entered into an Access Agreement with the Licensor. Licensor shall prohibit Developer from conducting any activities that would obstruct or constructively prohibit the use of the License Area for parking during concerts at the Premises as contemplated by this License, during the Term hereof. 3. SIGNAGE. The Licensee, at its sole expense, may erect appropriate signage adjacent to and in the License Area indicating when and where parking is allowed in the License Area Licensor and Licensee shall mutually approve the design, size and location of any such signage, such approval not to be unreasonably withheld, conditioned or delayed, and Licensee shall order and install such signage at Licensee's sole cost and expense. 4. ENFORCEMENT. Licensor and Licensee shall jointly endeavor to enforce the parking rights contemplated in this License . If deemed necessary by Licensor, in its sole and absolute discretion, Licensor may adopt an ordinance to address any necessary enforcement of the parking rights contained herein. 5. TERM. The term of this License shall be from the Effective Date of this License through December 31, 2026. 6. TERMINATION. The Licensee may terminate this License at any time , but Licensee must return the License Area to its original condition within thirty (30) days of termination. 7. OBLIGATIONS OF LICENSEE. The Licensee, at its sole cost and expense, shall be responsible for any and all improvements necessary for the License Area to serve as parking lot, subject to Licensor's approval, such approval not to be unreasonably withheld, conditioned or delayed. Licensee shall remove all litter or other debris from the License Area within twenty-four (24) hours after each concert. Licensee shall be responsible during the Term of this License for the supervision of the activities of all of Licensee's agents, employees, licensees and invitees in connection with access to and use of the License Area, and Licensee shall take all commercially and industry-standard precautions, including but not limited to surveillance of the area, as are necessary in the interest of public safety and for the safety of any persons traveling upon or in any way using the License Area or land adjacent thereto as contemplated in this Agreement. Licensee shall keep and maintain the License Area in good condition and repair, and in a safe and clean condition. If any of the Licensor's property is damaged, Licensee is responsible for the cost of all the expenses associated with any repairs unless any such damage arises due to the acts or omissions of Licensor or its contractors. 8. CONFORMITY WITH LAW AND LICENSOR'S RULES, REGULATIONS AND ORDINANCES: All operations and activities conducted by Licensee on the License Area shall conform with commercially and industry-standard practices and shall at all times comply with all local, State, and Federal laws, statutes, rules, and regulations pertaining thereto. 9. INSURANCE. (a) Licensee shall, at its sole cost and expense, obtain and maintain in full force and effect without interruption during the term of this License, the following types of insurance coverage, with minimum limits as set forth below: i. Commercial General Liability covering liability arising from premises, operations, independent contractors, products-completed operations, personal and advertising injury, and blanket contractual liability -$1,000,000 each occurrence, $2,000 ,000 aggregate. ii. Business Automobile Liability covering all owned , hired, and non-owned vehicles -$500,000 each occurrence, including all applicable statutory coverages. 111. Workers Compensation -statutory limits for all states of operation. 2 JC 17577222 .2 iv. Employers Liability -$500,000 each employee for bodily injury by accident and $500,000 each employee for bodily injury by disease (b) All policies of insurance procured by Licensee shall be written as primary policies and not contributing with or in excess of coverage that Licensor may carry, solely to the extent of Licensee's liability as described herein. If Licensee's liability policy does not contain the standard separation of insureds provision, or a substantially similar clause, it shall be endorsed to provide cross-liability coverage. Licensee shall agree to waive its insurer's right of recovery under its policies. Licensor shall be listed as an additional named insured on such policies (except Workers Compensation and Employers Liability) and at Licensor's request Licensee shall provide Licensor with certificates of insurance evidencing compliance with the limits, insurance requirements and waiver of subrogation set forth above. Such certificates shall be in a form acceptable to, and underwritten by an insurance company reasonably satisfactory to Licensor and with an A.M. Best Company rating of A-or above. By requiring insurance herein, Licensor does not represent that coverage and limits will necessarily be adequate to protect Licensee or Licensor. The purchase of appropriate insurance coverage by Licensee or the furnishing of certificates of insurance shall not release Licensee from its obligations or liabilities under this License. The insurer under such policy shall agree not to cancel, materially change, or fail to renew the coverage provided by such policy, without first giving Licensor ten (10) days advance written notice. 10. INDEMNIFICATION. To the extent permitted by law, Licensee shall defend, indemnify, protect, and hold harmless Licensor, its officers, directors, agents, representatives and employees (collectively, "Licensor Parties") from and against any and all claims, demands, actions, suits, damages, liabilities, costs, and expenses, including reasonable attorneys' fees and disbursements (collectively, "Claims") that: (i) arise from or are in connection with the License granted hereunder for the License Area or any portion thereof; (ii) arise from or are in connection with any act or omission of Licensee or Licensee's agents, employees, licensees, invitees, or others; (iii) result from any default of this License or any provision hereof by Licensee; or (iv) result from the presence of Licensee's agents', employees', licensees', or invitees' property or equipment on the License Area; all regardless of whether such claims are asserted or incurred during or after the term of this License. Notwithstanding the foregoing, Licensee shall have no obligation to indemnify the Licensor Parties to the extent that any Claim arises or results from Licensor Parties gross or willful misconduct. Licensee's obligations under this Paragraph shall survive the expiration of this License. Licensee's indemnification of Licensor shall include any and all costs and expenses incurred in connection with the enforcement of this Paragraph. 11. Mechanic's Liens. (a) Nothing in this License shall be construed in any way as constituting the permission, consent or request of Licensor, express or implied, through act or omission to act, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor services or the furnishing of any materials for any alteration to the License Area ( other than public Roadways and Utilities or other public improvements for which the Licensor or utility companies are responsible), or as giving Licensee any right, power or authority to contract for or permit the rendering of any such labor or services or the furnishing of any materials that could give rise to the making of any mechanic's lien or other claim against the License Area in respect thereto or the Licensor as the owner of the License Area. 3 JC 17577222.2 (b) Licensee agrees to keep the License Area ( other than public Roadways and Utilities and other public improvements for which the Licensor or utility companies are responsible) free from any liens of mechanics, materialmen, laborers, surveyors, engineers, architects, artisans, contractors, subcontractors, suppliers, or liens arising out of the work performed, materials furnished or obligations incurred by, through or under Licensee or any other lien of any kind whatsoever (a "Lien") that shall be created against or imposed upon the License Area, exclusive of any Lien or other matters existing as of the Effective Date or arising from an act or omission of the Licensor through no fault of Licensee and any loan agreement or mortgage, leasehold mortgage, deed of trust or other financing documents (together with any modifications to or replacements thereof) securing the Debt Financing, and shall protect, defend, indemnify and hold Licensor harmless from and against any claims, liabilities, judgments or costs (including, without limitation, reasonable attorneys' fees and costs) arising out of same or in connection with any such Lien ( other than those matters expressly excluded above). In the event any such Liens shall be asserted or filed by any persons, firms, or corporations performing labor or services or furnishing material or supplies in connection with the Project, Licensee will pay off in full, bond over, or cause the same to be discharged of record within sixty ( 60) days of notification thereof. Licensee reserves the right to contest the validity or amount of any such Lien in good faith provided that, within sixty (60) days after the filing of such Lien, Licensee discharges said Lien of record or records a bond which is consistent with the requirements of State law and City Code. In the event Licensee shall fail to so remove any such Lien, Licensor may take such action as Licensor may reasonably determine to remove such Lien without being responsible for investigating the validity thereof and all costs and expenses actually incurred by Licensor including, without limitation, amounts paid in good faith settlement of such Lien and attorneys' fees and costs, together with interest thereon, will be paid by Licensee. 12. VACATION OF PREMISES. Upon termination of this License, Licensee shall be responsible for (i) the general cleaning of the License Area, (ii) the disposal of trash generated in the License Area, (iii) unless otherwise mutually agreed upon between the Parties, restoration of the License Area to the condition it was in immediately prior to the then current term of the License, and (iv) the removal of its personal property from the License Area. 13. WASTE OR NUISANCE. Licensee shall not commit or suffer to be committed any waste or nuisance upon the License Area. Licensee shall take such action as may be necessary to prevent or terminate any such nuisance or waste arising out of Licensee's use of the License Area, including, without limitation, any nuisance created by Licensee's agents, employees, contractors, subcontractors, licensees and invitees. 14. DEFAULT. If Licensee fails to observe or perform any of its obligations under this License, then Licensee shall be in default under this License, and Licensor may, at its option, after ten (I 0) days prior written notice to Licensee to resolve any nonperformance, exercise one or more of the following remedies: (a) Declare this License terminated; (b) Obtain specific performance of the covenants and obligations of Licensee under this License; or 4 JC 17577222.2 ( c) Perform such obligation on behalf of Licensee in which event the costs and expenses paid or incurred by Licensor in performing Licensee's obligations shall be immediately due and payable to Licensor following receipt of Licensor's invoice, inclusive of interest at a rate of one and one-half percent (1.5%) per month until fully paid. 15. NATURE OF LICENSE. No legal title, easement or other possessory interest in real estate, including any leasehold interest in the Licensed Area, or any appurtenances thereto, shall be created or deemed or construed to have been created or vested in Licensee by anything contained in this License. 16. FORCE MAJEURE. The failure of either Party hereto to comply with the terms and conditions hereof because of a "Force Majeure Occurrence" shall not be deemed a breach of this License and each Party shall be relieved of its obligations hereunder with respect to the performance so prevented. "Force Majeure Occurrence" shall be defined to include, without limitation, Acts of God, strikes, labor disputes, war, fire, earthquake, serious weather anomalies such as hurricane, tornado, cyclone, typhoon, blizzard, tidal wave, tsunami or flood, acts of public enemies, acts of terrorism, epidemic, action of federal, state or local governmental authorities, or other event or reason beyond the reasonable control of a Party that, in each case makes the non-performing Party's performance impossible or impracticable. 17. LAWS APPLICABLE. This License shall be governed by, construed and enforced in accordance with the laws of the State of Missouri. 18. NOTICE. All notices, requests , consents, claims, demands, waivers, and other communications hereunder shall be in writing, email sufficing, and if sent by mail shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) when emailed (read acknowledgment received); or (d) on the third day after the date mailed, by certified or registered mail, return-receipt requested, postage pre-paid. Such communications must be sent to the respective parties at the following addresses ( or at such other address for a party as shall be specified in a notice given in accordance with this provision): If to Licensor: City Administrator 2950 N.W. Vivion Road Riverside, Missouri 64150 If to Licensee Live Nation Worldwide, Inc. c/o Live Nation 325 N Maple Drive Beverly Hills, California 90210 Attn: Legal Department legalhob@LiveNation.com 19. THIRD PARTY BENEFICIARIES. Nothing in this License, express or implied, is intended to or will be construed to confer upon any person or party, other than the Licensor and Licensee, any right, remedy, or claim under or with regard to the License. 5 JC 17577222.2 20. SEVERABILITY. Whenever possible, each provision of this License will be interpreted in a manner so as to be enforceable, valid, and legal under applicable law. If any provision of this License is held by a court of competent jurisdiction to be unenforceable, invalid, or illegal in any respect under applicable law, the unenforceability, invalidity, or illegality will not affect any other provision of this License and this License will be construed as if the unenforceable, invalid, or illegal provision had never been contained in this License. 21. NO WAIVER. No delay or failure on the part of the Licensor in the exercise of any right granted under this License or otherwise available by License, at law, or in equity, shall impair any right, to be construed as a waiver of any default or any acquiescence. 22. RELATIONSHIP OF THE PARTIES. Nothing contained in this License shall be deemed or construed by the parties or by a third party to create the relationship of principal and agent or of a partnership or of a joint venture or of any association whatsoever between Licensor and Licensee. 23. COUNTERPARTS. This License may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of a scanned copy by email of the License shall be deemed a good and valid execution and delivery of this License. 24. ENTIRE AGREEMENT. This License, together with all its Exhibits, constitutes the entire agreement between the parties regarding the subject matter of this License and cannot be amended or modified except by a writing signed by all of the parties to this License. The Exhibit attached to this License is incorporated into the License and made a part of this License for all purposes. 25. SUCCESSORS AND ASSIGNS. This License is personal to the Licensee and may not be assigned to another party. 26. PARTIES IN INTEREST. Each party represents that this License is executed by its authorized representative. IN WITNESS WHEREOF, Licensor and Licensee have, with the requisite authority, respectively signed and entered into this License as of the Effective Date. LICENSOR: CITY OF RIVERSIDE, MISSOURI By: /s/ Kathleen L. Rose Kathleen L. Rose, Mayor of the City of Riverside, Missouri 6 JC 17577222 .2 LICENSEE: LIVE NATION WORLDWIDE, INC. By: Printed Name and Title JOINDER AND CONSENT OF DEVELOPER: The undersigned solely for purposes of consent to grant of the License does hereby join and execute this License upon the terms and conditions set forth herein. TCO Missouri Investments, LLC, a Missouri limited liability company By: Timothy L. O'Byme Authorized Signatory 8 JC 17577222.2