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Home My WebLink AboutR2014-038 c:\users\101354\appdata\local\microsoft\windows\temporary internet files\content.outlook\0vcjc9o2\14oktober alcohol contracts (2).doc R2014-038 RESOLUTION NO. ________ A RESOLUTION ALLOWING DENTON SWEETWATER GRILL & TAVERN; WABL, LLC, DBA THE ABBEY INN; DI2-DENTON1, LLC, DBA LONE STAR ATTITUDE BURGERS TO BE PARTICIPANTS ALLOWED TO SELL ALCOHOLIC BEVERAGES AT OKTOBERFEST ON WALNUT EVENT, OCTOBER 3, 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 Oktoberfest on Walnut event on October 3, 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; and WHEREAS, the City Council finds that it is in the public interest to allow the above- listed vendors to sell alcoholic beverages on October 3, 2014 during the Oktoberfest on Walnut event; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. Denton Sweetwater Grill & Tavern; WABL, LLC, dba The Abbey Inn; and DI2-Denton1, LLC, dba Lone Star Attitude Burgers shall be allowed to sell alcoholic beverages during the Oktoberfest on Walnut event, which will be held on Walnut Street between South Locust Street and South Elm Street, October 3, 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 Oktoberfest on Walnut event. 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. \\codad\departments\legal\our documents\resolutions\14\14oktober alcohol CoritYaCts.doC SECTION 3. This Resolution shall become effective immediately upon its passage and approvaL ................. PASSED AND APPROVED this the ��'��', day of �,�`�� "�� `'��",�,,...� ;, 2014. ATTEST: JENNIFER WALTERS, CITY SECRETARY � � �x � � �� r '� � i ` r " �� ' �" � "� � w� BY: . " � ��.�.�,,,�.:�.�� ' �' , y �` � � �' �� ' "� APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _ �� , �� ,�� ,�� ,��w�,.w � Page 2 .� � �w _ �.. ..� �... CHRIS ��TTS, MAYOR s:\economic development\downtown\oktoberfest on walnut\oktoberfest alcohol contract sweetwater.doc CITY OF DENTON AGREEMENT WITH DENTON SWEETWATER GRILL & TAVERN STATE OF TEXAS COUNTY OF DENTON This Agreement, made this � L� day �a� ��,��„�„�� , 2014, by and between the City of Denton, a municipal corporation, 1��•r:i.��.�1t� ` referred to as the "CITY" and DENTON SWEETWATER GRILL & TAVERN 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 DENTON SWEETWATER GRILL & TAVERN the privilege to sell alcoholic beverages, subject to the exceptions and conditions hereinafter set forth, for the OKTOBERFEST ON WALNUT on OCTOBER 3, 2014, to be held on Walnut Street between S. Locust and S. Elm Streets. This privilege does not extend beyond the date of the OKTOBERFEST ON WALNUT set for the year 2014. ARTICLE 2 SCOPE OF SERVICES DENTON SWEETWATER GRILL & TAVERN, in order to exercise the privilege to sell alcoholic beverages, must perform the following: A. DENTON 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 OKTOBERFEST ON WALNUT. B. DENTON SWEETWATER GRILL & TAVERN shall be solely responsible to obtain any temporary license and permit necessary for the selling of alcoholic beverages at the OKTOBERFEST ON WALNUT. C. DENTON SWEETWATER GRILL & TAVERN shall be solely responsible for obtaining and paying for any security necessary for their sale of alcoholic beverages at the OKTOBERFEST ON WALNUT. DENTON 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 OKTOBERFEST ON WALNUT. s:\economic development\downtown\oktoberfest on walnut\oktoberfest alcohol contract sweetwater.doc ARTICLE 3 LOCAL RULES AND REGULATION DENTON 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, permits and authorizations, and to comply with the requirements of any duly authorized person acting in connection therewith. DENTON 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. DENTON SWEETWATER GRILL & TAVERN will exercise reasonable care and due diligence in their sale of alcoholic beverages at the OKTOBERFEST ON WALNUT. ARTICLE 4 INDEMNITY AGREEMENT DENTON 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 DENTON 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. ARTICLE 5 INSURANCE During the performance of the Agreement, DENTON 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. 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 s:\economic development\downtown\oktoberfest on walnut\oktoberfest alcohol contract sweetwater.doc C. DENTON SWEETWATER GRILL & TAVERN shall furnish insurance certiiicates 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 DENTON SWEETWATER GRILL & TAVERN. In such event, DENTON SWEETWATER GRILL & TAVERN shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. ARTICLE 6 NOTICES 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 speciiied herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: DENTON SWEETWATER GRILL & TAVERN CITY OF DENTON: Ryann Reid 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. ARTICLE 7 ENTIRE AGREEMENT 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. ARTICLE 8 SEVERABILITY 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 s:\economic development\downtown\oktoberfest on walnut\oktoberfest alcohol contract sweetwater.doc ARTICLE 9 DISCRIMINATION PROHIBITED In performing the services required hereunder, DENTON 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. ARTICLE 10 PERSONNEL DENTON 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, or have any contractual relations with the CITY. ARTICLE 11 ASSIGNABILITY DENTON 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. ARTICLE 12 MODIFICATION 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. 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 Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. Page 4 s:\economic development\downtown\oktoberfest on walnut\oktoberfest alcohol contract sweetwater.doc IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and DENTON SWEETWATER GRILL & TA�'T�l�l"�1 i� �; �n��at�,�1 this ��t°��°��t through its duly authorized undersigned ofiicer on this the ,� �1�� of �,�� , 2014. � CITY OF DENTON, TEXAS ��" 'm � � . �� _ .. m � �' � � � C�l;��C.�L� � �. �. � � �" ..�. � �,� �._._ " � �° " ' 1��'��,1��.�� CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY � ,„ � p � � „��.m_ BY: � ��"�r�� .�� .�;� k �� `�.�. ��'�"; , �W APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ,�... ��' �'" BY: .. � � .��' w� �� ,,,��' � ��" �;„��' �'� ��",_� � � � �� - �� -� �� WITNESS: : DENTON S 0�� l�""1�""'k�"A T i=��:.��'�RILL &"��G�" Page 5 I� � .1\ . s:\economic development\downtown\oktoberfest on walnut\oktoberfest alcohol contract abbey inn.doC CITY OF DENTON AGREEMENT WITH WABL, LLC dba THE ABBEY INN STATE OF TEXAS COUNTY OF DENTON This Agreement, made this 1� day of �� ;�� s� �� , 2014, by and between the City of Denton, a municipal corporation, hereinafter a•��•�� 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: ARTICLE 1 GENERAL 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 OKTOBERFEST ON WALNUT on OCTOBER 3, 2014, to be held on Walnut Street between S. Locust and S. Elm Streets. This privilege does not extend beyond the date of the OKTOBERFEST ON WALNUT set for the year 2014. ARTICLE 2 SCOPE OF SERVICES 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 OKTOBERFEST 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 OKTOBERFEST 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 OKTOBERFEST 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 OKTOBERFEST ON WALNUT. � s:\economic development\downtown\oktoberfest on walnut\oktoberfest alcohol contract abbey inn.dOC ARTICLE 3 LOCAL RULES 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 OKTOBERFEST ON WALNUT. ARTICLE 4 INDEMNITY 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. ARTICLE 5 INSURANCE 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 s:\economic development\downtown\oktoberfest on walnut\oktoberfest alcohol contract abbey inn.doC C. WABL, LLC dba THE ABBEY INN shall furnish insurance certiiicates 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. ARTICLE 6 NOTICES 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, certiiied 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: Jeremy Brand 101 W. Hickory Denton, Texas 76201 CITY OF DENTON: 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. ARTICLE 7 ENTIRE AGREEMENT 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. ARTICLE 8 SEVERABILITY 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 s:\economic development\downtown\oktoberfest on walnut\oktoberfest alcohol contract abbey inn.dOC ARTICLE 9 DISCRIMINATION PROHIBITED 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. ARTICLE 10 PERSONNEL 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. ARTICLE 11 ASSIGNABILITY 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. ARTICLE 12 MODIFICATION 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. 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 Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. Page 4 s:\economic development\downtown\oktoberfest on walnut\oktoberfest alcohol contract abbey inn.dOC IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be ex��:tc�� %� �t�; �i��y ��`horized City Manager, and WABL, LLC dba THE ABBEY INN has ex��r�a�i�c� tl�i� ,tt'��°�°w��;��1; through its duly authorized undersigned officer on this the /�pZ�%L day of ..� m ��,��.. , �014. CITY OF DENTON, TEXAS '�� d*VJ, � � � ��' �� .� � �� ,� G��;� �E C, CAMPBELL, .,I"l"Y MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY �� _.. '�°��"� �" �..�. � '' �';��`�. ,�'�f y ' � �" � � BY: d ,� � � �°' � a�� „ ...... � APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � � �� x . �� . � . � � � . �. � �� .. WITNESS: : Page 5 WABL, LLC dba THE ABBEY 1NN BY� �� m� .....�.:�.._. _.�. �. '�� '" ..� C�� °�'�w�C"� �I�� s:\economic development\downtown\oktoberfest on walnut\oktoberfest alcohol contract Isa.dac CITY OF DENTON AGREEMENT WITH DI2-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS STATE OF TEXAS COUNTY OF DENTON This Agreement, made this �� day o�'� �� ,��"�� 2014, by and between the City of Denton, a municipal corporation, hereina�"�� °�:�� r�c�� t:� Clae "CITY" and DI2- 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: ARTICLE 1 GENERAL The City grants to DI2-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS the privilege to sell alcoholic beverages, subject to the exceptions and conditions hereinafter set forth, for the OKTOBERFEST ON WALNUT on OCTOBER 3, 2014, to be held on Walnut Street between S. Locust and S. Elm Streets. This privilege does not extend beyond the date of the OKTOBERFEST ON WALNUT set for the year 2014. ARTICLE 2 SCOPE OF SERVICES DI2-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS, in order to exercise the privilege to sell alcoholic beverages, must perform the following: A. DI2-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 OKTOBERFEST ON WALNUT. B. DI2-DENTONI, LLC, DBA LONE STAR ATTITUDE responsible to obtain any temporary license and permit alcoholic beverages at the OKTOBERFEST ON WALNUT. BURGERS shall be solely necessary for the selling of C. DI2-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 OKTOBERFEST ON WALNUT. DI2-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 OKTOBERFEST ON WALNUT. s:\economic development\downtown\oktoberfest on walnut\oktoberfest alcohol contract Isa.doc ARTICLE 3 LOCAL RULES AND REGULATION DI2-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. DI2- 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. DI2-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS will exercise reasonable care and due diligence in their sale of alcoholic beverages at the OKTOBERFEST ON WALNUT. ARTICLE 4 INDEMNITY AGREEMENT DI2-DENTONI, 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 DI2-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. ARTICLE 5 INSURANCE During the performance of the Agreement, DI2-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 s:\economic development\downtown\oktoberfest on walnut\oktoberfest alcohol contract Isa.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. DI2-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 DI2-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS. In such event, DI2-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. ARTICLE 6 NOTICES 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: DI2-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS: CITY OF DENTON: Steve Watkins 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. ARTICLE 7 ENTIRE AGREEMENT 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. ARTICLE 8 SEVERABILITY 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 s:\economic development\downtown\oktoberfest on walnut\oktoberfest alcohol contract lsa.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, DI2-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. ARTICLE 10 PERSONNEL DI2-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, or have any contractual relations with the CITY. ARTICLE 11 ASSIGNABILITY DI2-DENTONI, 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. ARTICLE 12 MODIFICATION 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. 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 Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. Page 4 s:\economic development\downtown\oktoberfest on walnut\oktoberfest alcohol contract Isa.doc 1N WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and DI2-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS has exec��i�� t�� c��i�t� through its duly authorized undersigned officer on this the /�th day of � ��,� „ 2014. CITY OF DENTON, TEXAS �.� �� _ � N -�� w,�.� Gl�°�� .I� G��,�� C �.�Ndl ��1��_�L, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY ° �+ r �� BY: � ��{�� G��'�.�-.��. ��,�N :��'. � , , . APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY:�� ,�,�"� � � ' �� _ � ��,,� � �'. °'� � �� a.. �� o�� WITNESS: : Page 5 DI2-DENTONI, ��I��:"_� ��1�.� LONE STAR ATTITUDE BURGERS ��'�� :