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HomeMy WebLinkAboutR2014-006sAlegal \our documents \resolutions \14\mardi gras alcohol contracts.doc A RESOLUTION ALLOWING DESTIN HOLDINGS, DBA SWEETWATER GRILL & TAVERN, WABL, LLC, DBA THE ABBEY INN; DI2- DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS; AND JCN INVESTMENTS, DBA THE LOOPHOLE TAVERN TO BE PARTICIPANTS ALLOWED TO SELL ALCOHOLIC BEVERAGES AT MARDI GRAS ON WALNUT EVENT, FEBRUARY 28, 2014, UPON CERTAIN CONDITIONS; AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AN AGREEMENT IN CONFORMITY WITH THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the above - listed vendors have requested to sell alcoholic beverages during the Mardi Gras on Walnut event on February 28, 2014; and WHEREAS, Walnut Street, between South Locust Street and South Elm Street, will be closed for live music, the sale of alcohol and vendor booths to resemble the Mardi Gras celebration in New Orleans, Louisiana; and WHEREAS, the City Council finds that it is in the public interest to allow the above - listed vendors to sell alcoholic beverages on February 28, 2014 during the Mardi Gras on Walnut event; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. Destin Holdings, dba Sweetwater Grill & Tavern; WABL, LLC, dba The Abbey Inn; DI2- Dentonl, LLC, dba Lone Star Attitude Burgers; and JCN Investments, dba The Loophole Tavern shall be allowed to sell alcoholic beverages during the Mardi Gras on Walnut event, which will be held on Walnut Street between South Locust Street and South Elm Street, February 28, 2014, upon the following conditions: 1, They shall be responsible to obtain the temporary license and permit for selling alcoholic beverages approved by appropriate state agency; 2. They shall provide the security necessary for the sale of alcoholic beverages; 3, They shall provide general comprehensive liability insurance from a responsible carrier, with the City as an additional insured, in the amount of $500,000.00, 4. They shall provide Liquor /Dram Shop Liability in the amount of $250,000 per occurrence; 5. They agree to indemnify the City of Denton against any liability incident to the selling of alcoholic beverages at the Thin Line Film Festival. sAlegal \our documents \resolutions \14\mardi gras alcohol contracts.doc SECTION 2. The City Manager, or his designee, is authorized to execute the agreements in conformity with this Resolution, which shall be substantially in the form of the agreements attached hereto and made a part hereof by reference. SECTION 3. This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of _ , 2014. f MA K A. I3 )U I-1 S, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY ry BY / Page 2 c:\ users\ manager \appdata \local \temp \templ_ attachments (8).zip\mardi gras alcohol contract sweetwater grill tavem.doc 1 1 1 t I, ., STATE OF TEXAS COUNTY OF DENTON § / �This Agreement, made this day of e 2014, by and between the City of Denton, a municipal corporation, hereinafter referred o as the "CITY" and DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: N 04 .: The City grants to DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN the privilege to sell alcoholic beverages, subject to the exceptions and conditions hereinafter set forth, for the MARDI GRAS ON WALNUT on FEBRUARY 28, 2014, to be held on Walnut Street between S. Locust and S. Elm Streets. This privilege does not extend beyond the date of the MARDI GRAS ON WALNUT set for the year 2014. ARTICLE 2 1' 1 DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN, in order to exercise the privilege to sell alcoholic beverages, must perform the following: A. DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN shall be solely responsible for the rental and payment for any booth space necessary for the sale of alcoholic beverages at the MARDI GRAS ON WALNUT. B. DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN shall be solely responsible to obtain any temporary license and permit necessary for the selling of alcoholic beverages at the MARDI GRAS ON WALNUT. C. DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN shall be solely responsible for obtaining and paying for any security necessary for their sale of alcoholic beverages at the MARDI GRAS ON WALNUT. DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN'S failure to do any of the above and to show proper proof of compliance shall waive their right to exercise the privilege of selling alcoholic beverages at the MARDI GRAS ON WALNUT. c:\users\manager\appdata\local\temp\templ_attachments (8).zip\mardi gras alcohol contract sweetwater grill tavem.doc ARTICLE 3 1ACCA&L DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN agrees to abide by all municipal, county, state and federal laws, ordinances, rules and regulations and specifically, without limitation, to obtain all necessary and proper licenses, pen-nits and authorizations, and to comply with the requirements of any duty authorized person acting in connection therewith. DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN shall pay all taxes, if any, of every nature and description arising out of or in any manner connected with the sale of alcoholic beverages. DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN will exercise reasonable care and due diligence in their sale of alcoholic beverages at the MARDI GRAS ON WALNUT. ARTICLE 4 IVDEMNITY AGREEMENI DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN shall indemnify and save and hold harmless the CITY and its officers, agents, and employees from and against any and all liability, claims, demands, losses, and expenses, including but not limited to, court costs and reasonable attorney fees incurred by the CITY, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. 913 a I F-41 I I OZ11 During the performance of the Agreement, DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less that $100,000 for each occurrence and not less than $ 100,000 in the aggregate. Page 2 c:\users\manager\appdata\local\temp\temp I attachments (8).zip\mardi gras alcohol contract sweetwater grill tavem.doc B. Liquor/Drain Shop Liability in the amount of $250,000 per occurrence for any event occurring on City-owned property where alcohol will be provided or served. C. DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN shall furnish insurance certificates or insurance policies at the CITY'S request to evidence such coverages. The insurance policies shall name the CITY as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without written notice to the CITY and DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN. In such event, DESTIN HOLDINGS DBA SWEETWATER GRILL & TAVERN shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. IM"] I All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN: CITY OF DENTON: Karen Meredith City Manager 115 S. Elm 215 E. McKinney Denton, Texas 76201 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. This Agreement, consisting of five (5) pages and 0 exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. If any provision of'this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and Page 3 c:\users\manager\appdata\local\temp\templ—affachments (8).zip\mardi gras alcohol contract sweetwater grill tavern.doc enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE 9 DISCRIMINATION PROHIBITED In performing the services required hereunder, DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. WDIOW191 =110 DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, nor have any contractual relations with the CITY. W, -hjwlejjj� M.-INUMMI.: DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the CITY. No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. A. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. B. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. Page 4 c:\users\manager\appdata\local\temp\templ—attachments (8),zip\mardi gras alcohol contract sweetwater grill tavern.doc IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and DESTIN HOLDINGS dba SWEETWATER GRILL & TAVERN has executed this Agreement through its duly authorized undersigned officer on this the I day of --.1 2014. CITY OF DENTON, TEXAS 'C&,;'6WiF,'C. CAM PBELI, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: WITNESS: OM I I 1 0 0 P I w 1101.0y N 11 WN A 10 61 KAREN MEREDITH c:\users\tnanager\appdata\local\temp\templ—attachments(8).zip\mardi Bras alcohol contract abbey inn (2).doc Ke 1 I., I WIVI -.104 S w ma STATE OF TEXAS 1 This Agreement, made this el day of 2014, by and between the City of Denton, a municipal corporation, hereinafter referred to as/the "CITY" and WABL, LLC dba THE ABBEY INN. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: �[bail The City grants to WABL, LLC dba THE ABBEY INN the privilege to sell alcoholic beverages, subject to the exceptions and conditions hereinafter set forth, for the MARDI GRAS ON WALNUT on FEBRUARY 28, 2014, to be held on Walnut Street between S. Locust and S. Elm Streets. This privilege does not extend beyond the date of the MARDI GRAS ON WALNUT set for the year 2014. ARTICLE 2 -1 iToi-PALIANK" -AR WABL, LLC dba THE ABBEY INN, in order to exercise the privilege to sell alcoholic beverages, must perform the following: A. WABL, LLC dba THE ABBEY INN shall be solely responsible for the rental and payment for any booth space necessary for the sale of alcoholic beverages at the MARDI GRAS ON WALNUT. B. WABL, LLC dba THE ABBEY INN shall be solely responsible to obtain any temporary license and permit necessary for the selling of alcoholic beverages at the MARDI GRAS ON WALNUT. C. WABL, LLC dba THE ABBEY INN shall be solely responsible for obtaining and paying for any security necessary for their sale of alcoholic beverages at the MARDI GRAS ON WALNUT. WABL, LLC dba THE ABBEY INN'S failure to do any of the above and to show proper proof of compliance shall waive their right to exercise the privilege of selling alcoholic beverages at the MARDI GRAS ON WALNUT. c: \users\ manager \appdata \local \temp \templ_ attachments (8).zip \mardi gras alcohol contract abbey inn (2).doc LOCAL ARTICLE 3 AND REGULATION WABL, LLC dba THE ABBEY INN agrees to abide by all municipal, county, state and federal laws, ordinances, rules and regulations and specifically, without limitation, to obtain all necessary and proper licenses, permits and authorizations, and to comply with the requirements of any duly authorized person acting in connection therewith. WABL, LLC dba THE ABBEY INN shall pay all taxes, if any, of every nature and description arising out of or in any manner connected with the sale of alcoholic beverages. WABL, LLC dba THE ABBEY INN will exercise reasonable care and due diligence in their sale of alcoholic beverages at the MARDI GRAS ON WALNUT. ARTICLE 4 IVDEMNITY AGREEMENT WABL, LLC dba THE ABBEY INN shall indemnify and save and hold harmless the CITY and its officers, agents, and employees from and against any and all liability, claims, demands, losses, and expenses, including but not limited to, court costs and reasonable attorney fees incurred by the CITY, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of WABL, LLC dba THE ABBEY INN or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. During the performance of the Agreement, WABL, LLC dba THE ABBEY INN shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less that $100,000 for each occurrence and not less than $100,000 in the aggregate. B. Liquor/Dram Shop Liability in the amount of $250,000 per occurrence for any event occurring on City -owned property where alcohol will be provided or served. Page 2 c:\users\manager\appdata\iocal\temp\templ—affachments (8).zip\mardi gras alcohol contract abbey inn (2).doc C. WABL, LLC dba THE ABBEY INN shall furnish insurance certificates or insurance policies at the CITY'S request to evidence such coverages. The insurance policies shall name the CITY as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without written notice to the CITY and WABL, LLC dba THE ABBEY INN. In such event, WABL, LLC DBA THE ABBEY INN shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. ongagm. moll] N All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: WABL, LLC dba THE ABBEY INN: CITY OF DENTON: Tim Trawick 101 W. Hickory Denton, Texas 76201 City Manager 215 E. McKinney Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. I DION N I t4 DWAM A 04 This Agreement, consisting of five (5) pages and 0 exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. *11 XT'd DI IRA 10 If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. Page 3 c:\ users\ manager \appdata \local \temp \templ_ attachments (8).zip\mardi gras alcohol contract abbey inn (2).doc LF �" 1 '''! i WOM 1 In performing the services required hereunder, WABL, LLC dba THE ABBEY INN shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. Lei ''. D 1 . 1 WABL, LLC dba THE ABBEY INN represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the CITY. WABL, LLC dba THE ABBEY INN shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the CITY. 10JUJIME , 1 No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. 1 A. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. B. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. Page 4 c:\users\manager\appdata\local\temp\templ—attachments(8).zip\mardi gras alcohol contract abbey inn (2).doc IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and WABL, LLC dba THE ABBEY IN has executed this Agreement through its duly authorized undersigned officer on this the _tb�_ day of 2014. wvgqrl •�� �-Y — - --- – ------- GliOIZOE C. CAMPBELL, CRAY MANAGER ATTEST: JF-'LILJIFE r-w Page 5 BY:_ ?� TIM TRAWICK c:\ users \manager \appdata \local\microsoft \windows \temporary internet files \content.ie5 \55yj68jf\mardi gras alcohol contract lone star attitude burgers.doc ' STATE OF TEXAS COUNTY OF DENTON This Agreement, made this day of 2014, by and between the City of Denton, a municipal corporation, hereinafter referred too as the "CITY" and D I 2 — DENTONI, LLC dba LONE STAR ATTITUDE BURGERS. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: �[y 1 i retail, I l The City grants to D 12 — DENTON1, LLC dba LONE STAR ATTITUDE BURGERS the privilege to sell alcoholic beverages, subject to the exceptions and conditions hereinafter set forth, for the MARDI GRAS ON WALNUT on FEBRUARY 28, 2014, to be held on Walnut Street between S. Locust and S. Elm Streets. This privilege does not extend beyond the date of the MARDI GRAS ON WALNUT set for the year 2014. ARTICLE 2 1' 1 ' D 12 — DENTONI, LLC dba LONE STAR ATTITUDE BURGERS, in order to exercise the privilege to sell alcoholic beverages, must perform the following: A. D I 2 — DENTONI, LLC dba LONE STAR ATTITUDE BURGERS shall be solely responsible for the rental and payment for any booth space necessary for the sale of alcoholic beverages at the MARDI GRAS ON WALNUT. B. D I 2 — DENTONI, LLC dba LONE STAR ATTITUDE BURGERS shall be solely responsible to obtain any temporary license and permit necessary for the selling of alcoholic beverages at the MARDI GRAS ON WALNUT. C. D I 2 — DENTONI, LLC dba LONE STAR ATTITUDE BURGERS shall be solely responsible for obtaining and paying for any security necessary for their sale of alcoholic beverages at the MARDI GRAS ON WALNUT. D 12 — DENTONI, LLC dba LONE STAR ATTITUDE BURGERS'S failure to do any of the above and to show proper proof of compliance shall waive their right to exercise the privilege of selling alcoholic beverages at the MARDI GRAS ON WALNUT. c:\users\manager\appdata\local\microsoft\windows\temporary internet files\contcnt.ie5\55yj68jf\mardi gras alcohol contract lone star attitude burgers.doc ARTICLE 3 D 12 — DENTONI, LLC dba LONE STAR ATTITUDE BURGERS agrees to abide by all municipal, county, state and federal laws, ordinances, rules and regulations and specifically, without limitation, to obtain all necessary and proper licenses, permits and authorizations, and to comply with the requirements of any duly authorized person acting in connection therewith. D 1 2 — DENTONI, LLC dba LONE STAR ATTITUDE BURGERS shall pay all taxes, if any, of every nature and description arising out of or in any manner connected with the sale of alcoholic beverages. D 1 2 — DENTONI, LLC dba LONE STAR ATTITUDE BURGERS will exercise reasonable care and due diligence in their sale of alcoholic beverages at the MARDI GRAS ON WALNUT. RX 119111 Did 191 N kkV.11" ZA im D 12 — DENTON 1, LLC dba LONE STAR ATTITUDE BURGERS shall indemnify and save and hold harmless the CITY and its officers, agents, and employees from and against any and all liability, claims, demands, losses, and expenses, including but not limited to, court costs and reasonable attorney fees incurred by the CITY, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of D 12 — DENTONI, LLC dba LONE STAR ATTITUDE BURGERS or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. — I I 10 It W1 C ME During the performance of the Agreement, D 12 — DENTONI, LLC dba LONE STAR ATTITUDE BURGERS shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less that $100,000 for each occurrence and not less than $ 100,000 in the aggregate. Page 2 c:\users\managerNappdata\local\microsoft\windows\temporary internet fi les\contcnt.ie5\55yj68jf\rnardi gras alcohol contract tone star attitude burgers.doc B. Liquor/Dram Shop Liability in the amount of $250,000 per occurrence for any event occurring on City-owned property where alcohol will be provided or served. C. D 1 2 — DENTONI, LLC dba LONE STAR ATTITUDE BURGERS shall furnish insurance certificates or insurance policies at the CITY'S request to evidence such coverages. The insurance policies shall name the CITY as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without written notice to the CITY and D 12 — DENTON1, LLC dba LONE STAR ATTITUDE BURGERS. In such event, D 12 — DENTON I, LLC DBA LONE STAR ATTITUDE BURGERS shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. 53 111, 1 orIll I ra All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: D 12 — DENTON 1, LLC dba LONE STAR ATTITUDE BURGERS: CITY OF DENTON: Jason Hoffman City Manager 113 W. Hickory 215 E. McKinney Denton, Texas 76201 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. b I OWN N I 1ki W.11" k114 D1 90402 1 "BW This Agreement, consisting of five (5) pages and 0 exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. 0 WVA D1 11 41.1 ;,1 If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and Page 3 c:\users\manager\appdata\local\microsoft\windows\temporary internet files\conterit.ie5\55yj68jf\mardi gras alcohol contract [one star attitude burgers.doc enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE 9 DISCRIMINATION PROHIBITED In performing the services required hereunder, D 1 2 — DENTONI, LLC dba LONE STAR ATTITUDE BURGERS shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. D 12 — DENTONI, LLC dba LONE STAR ATTITUDE BURGERS represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, nor have any contractual relations with the CITY. I It 11111MI LIM1111 E 114 11: V.111 19 11 N In D 12 — DENTON 1, LLC dba LONE STAR ATTITUDE BURGERS shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the CITY. M, 1111 Lei N 10 Lei 1j I W [ I I No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. 1011001 D1 N W.11 0 1 ON a A. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. B. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. Page 4 c:\ users\manager\appdata\local\microsoft\windows\temporary internet files\content.ie5\55yj68jf\mardi gras alcohol contract lone star attitude burgers.doc IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and D 12 — DENTONI, LLC dba LONE STAR ATTITUDE BURGERS has executed this Agreement through its duly authorized undersigned officer on this the 15 day of, --Fe-hnjp,6 2014. t CIE, CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: M w-M. M Vj pj M'p _JVj 'j,4 , c:\ users\ manager \appdata \local \temp \temp 1_attachments (8).zip \mardi gras alcohol contract the loophole tavern.doc 1 1 1 11, 1 ' 11 1 M. 9,191 W so Lei ' STATE OF TEXAS This Agreement, made this day of �z�u,,V� 2014, by and between the City of Denton, a municipal corporation, hereinafter referred to as the "CITY" and JCN INVESTMENTS dba THE LOOPHOLE TAVERN. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: 1:71 IT�l riq 5►�51� The City grants to JCN INVESTMENTS dba THE LOOPHOLE TAVERN the privilege to sell alcoholic beverages, subject to the exceptions and conditions hereinafter set forth, for the MARDI GRAS ON WALNUT on FEBRUARY 28, 2014, to be held on Walnut Street between S. Locust and S. Elm Streets. This privilege does not extend beyond the date of the MARDI GRAS ON WALNUT set for the year 2014. ARTICLE 2 JCN INVESTMENTS dba THE LOOPHOLE TAVERN, in order to exercise the privilege to sell alcoholic beverages, must perform the following: A. JCN INVESTMENTS dba THE LOOPHOLE TAVERN shall be solely responsible for the rental and payment for any booth space necessary for the sale of alcoholic beverages at the MARDI GRAS ON WALNUT. B. JCN INVESTMENTS dba THE LOOPHOLE TAVERN shall be solely responsible to obtain any temporary license and permit necessary for the selling of alcoholic beverages at the MARDI GRAS ON WALNUT. C. JCN INVESTMENTS dba THE LOOPHOLE TAVERN shall be solely responsible for obtaining and paying for any security necessary for their sale of alcoholic beverages at the MARDI GRAS ON WALNUT. JCN INVESTMENTS dba THE LOOPHOLE TAVERN'S failure to do any of the above and to show proper proof of compliance shall waive their right to exercise the privilege of selling alcoholic beverages at the MARDI GRAS ON WALNUT. c:\ users\ manager \appdata \local \temp \tempt_ attachments (8).zip \mardi gras alcohol contract the loophole tavern.doc LOCAL ARTICLE 3 JCN INVESTMENTS dba THE LOOPHOLE TAVERN agrees to abide by all municipal, county, state and federal laws, ordinances, rules and regulations and specifically, without limitation, to obtain all necessary and proper licenses, permits and authorizations, and to comply with the requirements of any duly authorized person acting in connection therewith. JCN INVESTMENTS dba THE LOOPHOLE TAVERN shall pay all taxes, if any, of every nature and description arising out of or in any manner connected with the sale of alcoholic beverages. JCN INVESTMENTS dba THE LOOPHOLE TAVERN will exercise reasonable care and due diligence in their sale of alcoholic beverages at the MARDI GRAS ON WALNUT. ARTICLE INDEMNITY AGREEMENT JCN INVESTMENTS dba THE LOOPHOLE TAVERN shall indemnify and save and hold harmless the CITY and its officers, agents, and employees from and against any and all liability, claims, demands, losses, and expenses, including but not limited to, court costs and reasonable attorney fees incurred by the CITY, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of JCN INVESTMENTS dba THE LOOPHOLE TAVERN or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. During the performance of the Agreement, JCN INVESTMENTS dba THE LOOPHOLE TAVERN shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less that $100,000 for each occurrence and not less than $100,000 in the aggregate. B. Liquor /Dram Shop Liability in the amount of $250,000 per occurrence for any event occurring on City -owned property where alcohol will be provided or served. Page 2 c: \users\ manager \appdata \local \temp \templ_attachments (8).zip\mardi gras alcohol contract the loophole tavern.doc C. JCN INVESTMENTS dba THE LOOPHOLE TAVERN shall furnish insurance certificates or insurance policies at the CITY'S request to evidence such coverages. The insurance policies shall name the CITY as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without written notice to the CITY and JCN INVESTMENTS dba THE LOOPHOLE TAVERN. In such event, JCN INVESTMENTS DBA THE LOOPHOLE TAVERN shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. 1 All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: JCN INVESTMENTS dba THE LOOPHOLE TAVERN : CITY OF DENTON: Charles Nolet City Manager 119 W. Hickory 215 E. McKinney Denton, Texas 76201 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE 1L This Agreement, consisting of five (5) pages and 0 exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. OWN- hollyll '10 If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE 9 Page 3 c:\users\manager\appdata\local\temp\templ—aftachments (8).zipkmardi gran alcohol contract the loophole tavern.doc In performing the services required hereunder, JCN INVESTMENTS dba THE LOOPHOLE TAVERN shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. I W DI W1131210 JCN INVESTMENTS dba THE LOOPHOLE TAVERN represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, nor have any contractual relations with the CITY. 1 11 F."Wj Lew JCN INVESTMENTS dba THE LOOPHOLE TAVERN shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the CITY. MINUIRAUM IOLIJUIDIE I I No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. A. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. B. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. Page 4 c: \users\manager \appdata \local \temp \tempt_ attachments (8).zip\mardi gras alcohol contract the loophole tavern.doc IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and JCN INVESTMENTS dba THE LOOPHOLE TAVERN has executed this Agreement through its duly authorized undersigned officer on this the - I E��_ day of _,2014. X#=63vvvff• 11r' � GJ._'oR'GE ATTEST: JENNIFER WALTERS, CITY SECRETARY 1 11 BY: j (I I I BY- `'5 < M �m CAMPBELL, CITY MANAGER JCN INVESTMENTS dba THE LOOPHOLE TAVERN BY: CI ]A [ I NOLET