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Home My WebLink AboutR2014-036\\CODAD\Departments\Legal\Our pocuments�Itesolutions\14\Oaktopia alcohol selLdocx RESOLUTION NO. �014-�36 A RESOLUTION ALLOWING D12-DENTON I, LLC TO BE THE SOLE PARTICIPANT ALLOWED TO SELL ALCOHOLIC BEVERAGES AT OAKTOPIA SEPTEMBER 20, 2014, UPON CERTAIN CONDITIONS; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE AN AGREEMENT 1N CONFORMITY WITH THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Denton ("City") is the owner of the Williams Trade Square; and WHEREAS, the City Council finds that it is in the public interest to select only one vendor of alcoholic beverages at Oaktopia; and WHEREAS, D 12-Denton I, LLC has requested that they be the sole participant allowed to sell alcoholic beverages at this year's Oaktopia September 20, 2014; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. D12-Denton I, LLC shall be the sole participant allowed to sell alcoholic beverages on City property at Oaktopia September 20, 2014, at Williams Trade Square located on Hickory Street 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 Oaktopia. SECTION 2. The City Manager or his designee is authorized to execute an agreement in conformity with this Resolution, which shall be substantially in the form of the agreement attached hereto and made a part hereof by reference. SECTION 3. This Resolution shall become effective immediately upon its passage and .m ..��.... approval. PASSED AND APPROVED this the ,��„�� day of �� "„��°��,�� _...,,, 2014. � "'""�, �W,.»�,.........��_.. r _ C��1-I��. WAT.. ....... � ..�.._. �_. ' , TS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY , ��^ � ' � � BY `. ��"��....� ��..'� `� � � �� ...........�� ' �� .,d APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � �� ; ��, ,`� � �� ,o �.... �� w � � � � BYw� � � �� " .�..�� .... CITY OF DENTON AGREEMENT WITH D12°LElr 1 Ol\ ly LLI� STATE OF TEXAS § COUNTY OF DENTON § � �� This Agreeinent, made this ��"� �`�'�" day of ��F ��;, ��}��d��"��;°�, ��- 2014, by and between the City of Denton, a municipal corporation, ��r�� I��a� referred to as the "CITY" and DI2- DENTON I, LLC. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE 1 GENERAL The City grants to DI2-DENTON I, LLC the exclusive privilege to sell alcoholic beverages, subject to the exceptions and conditions hereinafter set forth, for the OAKTOPIA on SEPTEMBER 20, 2014, to be held on city property located at Williains Trade Square. This privilege does not extend beyond the date of the OAKTOPIA set for the year 2014. ARTICLE 2 SCOPE OF SERVICES DI2-DENTON I, LLC in order to exercise the privilege to sell alcoholic beverages must perform the following: A. DI2-DENTON I, LLC shall be solely responsible for the rental and payment for any booth space necessary for the sale of alcoholic beverages at the OAKTOPIA. B. DI2-DENTON I, LLC shall be solely responsible to obtain any temporary license and permit necessary for the selling of alcoholic beverages at the OAICTOPIA. C. DI2-DENTON I, LLC shall be solely responsible for the obtaining and paying for any security necessary for their sale of alcoholic beverages at the OAKTOPIA. DI2-DENTON I, LLC's failure to do any of the above and to show proper proof of coinpliance shall waive their right to exercise the privilege of selling alcoholic beverages at the OAKTOPIA. .. � , � � ' , � . . � DI2-DENTON 1, LLC agrees ta abide by all inunicipal, county, state and federal laws, ordinances, rules and regulations and specifically, withaut limitatian, to obtain all necessary and praper licenses, pennits and authorizations, and to coinply with the requirements of any duly authorized person acting in connection therewith. DI2-DENTON I, LLC shall pay all taxes, if any, af every nature and description arising out of or in any manner cannected with the sale af alcohalic beverages. DI2-DENTON I, LLC will exercise reasanable care and due diligence in their sale af alcoholic beverages at the OAKTOPIA. .• . �1 . � DI2-DENTON I, LLC shall indeinnify and save and hold harmless the CITY and its officers, agents, and einployees from and against any and all liability, claiins, demands, losses, and expenses, including but nat limited ta, caurt casts and reasanaUle attarney fees incurred by the CITY, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts ar omissions of DI2-DENTON I, LLC or its afficers, shareholders, agents, ar employees in the execution, operation, or perfonnance of this Agreement. Nothing in this Agreement shall be canstrued to create a liability to any person who is not a pai-ty ta this Agreeinent, and nothing herein shall waive any af the parties' defenses, bath at law ar equity, to any claiin, cause of action, ar litigatian filed by anyone not a party to this Agreement, including the defense of gavernmental immunity, which defenses are hereby expressly reserved. .• ., During the perfannance of the Agreement, DI2-DENTON I, LLC shall maintain the following insurance with an insurance company licensed ta do business in the State af Texas by the State Insut°ance Coininission ar any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with badily injury liinits of not less than $500,000 for each accurrence and nat less than $500,000 in the aggregate, and with property dainage limits of not less than $100,000 for each occuri°ence and not less than $100,000 in the aggregate. B, Liquor/Dram Shop Liability in the amaunt of $250,000 per accur�ence far any event occurring on City-awned property where alcohol will be provided or served. C. DI2-DENTON I, LLC shall furnish insurance certificates or insurance palicies at the CITY'S request to evidence such caverages. The insurance policies shall name the CITY OAICTOPIA Agreement — Page 2 as an additianal insured on all such policies, and shall contain a pravision that such insurance shall nat be canceled or inodified without written notice to the CITY and DI2- DENTON I, LLC. In such event, DI2-DENTON I, LLC shall, prior to the effective date af the change or cancellation, serve substitute policies furnishing the same caverage. �' � � All notices, coininunications, and reports required or permitted under this Agreeinent shall be personally delivered ar mailed ta the respective parties by depositing saine in the United States inail to the address shown below, certified inail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed caminunicated as of three (3) days' inailing: DI2-DENTON I, LLC Earl Herrington 113 W. Hickory Street Denton, Texas 76201 CITY OF DENTON: City Manager 215 E. McKinney Denton, Texas 76201 All notices shall be deemed effective upan receipt by the party ta whom such natice is given, or within three (3} days' inailing. .. , , . This Agreement, consisting of five (5) pages and �) exhibits, constitutes the _, . complete and final expression af the agreement of the parties, and is intended as a complete and exclusive stateinent of' the terms of their agreeinents, and supersedes all priar conteinporaneous affers, proinises, representations, negotiations, discussians, coinmunications, and agreeinents which may have been inade in connection with the subject matter hereof. .■ � . '.: If any provision af this Agreement is found or deemed vy a caurt af competent jurisdiction ta be invalid or unenfarceable, it shall be considered severable fi•om the remainder af this Agreeinent and shall not cause the remainder to be invalid or unenfarceable. In such event, the parties shall refarm this Agreement to replace such stricken provisian with a valid and enfarceable provision which caines as clase as possible to expressing the intention of the stricken provision. . , 1 , , � '' 1 : 1 In perfonning the services required hereunder, DI2-DENTON I, LLC shall not discriminate against any persan on the basis of race, color, religion, sex, national arigin or ancestry, age, or physical handicap. OAICTOPIA Agreement — Page 3 ARTICLE 10 PERSONNEL DI2-DENTON I, LLC represents that it has or will secure, at its own expense, all personnel required to perfonn all the services required under this Agreement. Such personnel shall not be einployees or officers of, or have any contractual relations with the CITY. ARTICLE ll ASSIGNABILITY DI2-DENTON I, LLC 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. A1�;TICLE 12 MOLYIFICATION 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 Agreeinent, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties fiirther agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE 13 MISCELLANEOUS 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 Agreeinent are for i��forinational purposes only, and shall not in any way affect the substantive tenns or condition�, of this Agreement. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreeinent to be executed by its duly authorized City Manager, and DI2-DENTON I, LLC has executed this ��p��,�i��l�� 2014.u1y authorized undersigned officer on this the __��°;��" day of �d �� m p � � CITY OF DENTON, TEXAS � .� �� .. �� . � � �� " � ,.. �„ , � _..._. +��e,��b�wt,r�.�� C CAMPBk�^�� "I �"�i'��fAGER OAKTOPIA Agreement — Page 4 ATTEST: JENNIFER WALTERS, CITY SECRETARY , BY � , � �" �� .� � �.. �� t��=�� `�.�� ,� � �+�,�� .._. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY e'� �,-,9 W�� W�� BY°� �� w�.°.� �,�m,� • '� A °� �� —f'�--- . ... .. ... .... __ ---- .-,�-_ WITNESS: , .,,�4.;;� ,�_ .....��r� � .. ... BY .. �..._ � '� M��. .�� ........____ � W Q...��.. �� ,.� � "� � � � � � � �. �� .. ,� � �� °� � OAKTOPIA Agreement — Page 5 DI2-D : � EARL HERRIN�:��]��)�9 � �."� "� a� � �-,'� '� w � w,,,�, ""� �'w � �, Ih� �� „�� 'r�� PAMELA J, SPILLMAN ��° "�"�� Notary Publlc, State of Texae ��,�;� My Commisslon Explrea � ry �'�"'" �� Decamber 15, 2017 '*��o�a�,ti��,