HomeMy WebLinkAbout21-175321-1753
RESOLUTION NO,
A RESOLUTION OF THE CITY OF DENTON ALLOWING PROFEST, INC. TO SELL
ALCOHOLIC BEVERAGES AT THE DENTON ARTS AND JAZZ FESTIVAL, ON FRIDAY,
OCTOBER 1, 2021, FROM 3:00 P.M. TO 11:00 P.M., SATURDAY, OCTOBER 2, 2021, FROM
10:00 A.M. TO 11:00 P.M., AND SUNDAY, OCTOBER 3, 2021, FROM 11:00 A.M. TO 9:00
P.M., AT QUAKERTOWN PARK, UPON SATISFYING CERTAIN CONDITIONS;
AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT IN
CONFORMITY WITH THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Denton ("City") is the owner of Quakertown Park; and
WHEREAS, the Denton Festival Foundation will host the Denton Arts and Jazz Festival
on Friday, October 1, 2021, from 3:00 p.m. to 11:00 p.m., Saturday, October 2, 2021, from 10:00
a.m. to 11:00 p.m., and Sunday, October 3, 2021, from 11:00 a.m. to 9:00 p.m., at Quakertown
Park in Denton, Texas, to showcase professional and amateur musicians, artists, and performers;
and
WHEREAS, Profest, Inc. has requested that they be allowed to sell alcoholic beverages at
the Denton Arts and Jazz Festival; and
WHEREAS, the City Council deems it in the public interest to authorize the City Manager,
or her designee, to allow Profest, Inc. to sell alcoholic beverages at the Denton Arts and Jazz
Festival on Friday, October 1, 2021, through Sunday, October 3, 2021, so long as certain
conditions are met by Profest, Inc. and the Denton Festival Foundation.; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
SECTION 1. The findings set forth in the preamble of this Resolution are incorporated by
reference into the body of this Resolution as if fully set forth herein
SECTION 2. Profest, Inc. shall be allowed to sell alcoholic beverages at the Denton Arts
and Jazz Festival, on Friday, October 1, from 3:00 p.m. to 11:00 p.m., Saturday, October 2, from
10:00 a.m. to 11:00 p.m., and Sunday, October 3, 2021, from 11:00 a.m. to 9:00 p.m. at
Quakertown Park, Denton, Texas, upon entering into and complying with the attached agreement
with the City of Denton and satisfying the following conditions:
PROFEST, INC. shall be responsible for securing the space needed to sell alcoholic
beverages at Quakertown Park;
2. PROFEST, INC. shall abide by all laws, resolutions, rules, and regulations, and will
be responsible for obtaining the temporary license and permit required to sell
alcoholic beverages at Quakertown Park;
3. PROFEST, INC shall furnish Liquor (Drain shop) Liability Insurance in the amount
of $1,000,000 per occurrence and agrees to indemnify the City against any liability
incident(s) related the sale of alcoholic beverages;
4. DENTON FESTIVAL FOUNDATION will provide Comprehensive General
Liability Insurance in the amount of $1,000,000 per occurrence and agrees to
indemnify the City against any liability incident(s) related to the event and the sale
of alcoholic beverages;
5. DENTON FESTIVAL FOUNDATION shall provide the security necessary for the
sale of alcoholic beverages.
SECTION 3. The City Manager, or her 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 4. This Resolution shall become effective immediately upon its passage and
approval.
The motion to approve this Resolution was made by �e55� l�.u,`S and
seconded by r- ;o.,� Ue.G� This Resolution was passed and approved
by the following vote F -7 - Q 1:
Mayor Gerard Hudspeth:
Vicki Byrd, District 1:
Brian Beck, District 2:
Jesse L. Davis, District 3:
Alison Maguire, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
Aye Nay
f
Abstain Absent
PASSED AND APPROVED this the i q day of �e�be� , 2021.
GERARD HUDSPETH, MAYOR
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ATTEST: % +� F.. D fiNTo.,.
ROSA RIOS, CITY SECRETARY j; • •.,••Z a
BY:Iry
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APPROVED AS TO LEGAL FORM:
CATHERINE CLLIFTON, INTERIM CITY ATTORNEY
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CITY OF DENTON AGREEMENT WITH
DENTON FESTIVAL FOUNDATION AND
PROFEST, INC.
STATE OF TEXAS
COUNTY OF DENTON
This Agreement, made this 1 H t�) day of Sg_p4 ,- , 2021, by and between the
City of Denton, a Texas home -rule municipal corporation, hereinafter referred to as the "CITY",
and PROFEST, INC. and DENTON FESTIVAL FOUNDATION.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLE I
GENERAL
The City grants to PROFEST, INC. the privilege to sell alcoholic beverages for the
DENTON FESTIVAL FOUNDATION, subject to the exceptions and conditions hereinafter set
forth, at the DENTON ARTS AND JAZZ FESTIVAL on Friday, October 1, from 3:00 p.m. to
11:00 p.m., Saturday, October 2, from 10:00 a.m. to 11:00 p.m., and Sunday, October 3, 2021,
from 11:00 a.m, to 9:00 p.m., to be held at Quakertown Park, Denton, Texas. This privilege does
not extend beyond said date and time.
ARTICLE 2
TERMS AND CONDITIONS
PROFEST, INC. and DENTON FESTIVAL FOUNDATION shall comply with this
agreement and perform the following in order to exercise the privilege to sell alcoholic beverages
at Quakertown Park for the DENTON ARTS AND JAZZ FESTIVAL:
A. PROFEST, INC. shall be responsible for securing the space needed to sell alcoholic
beverages at Quakertown Park.
B. PROFEST, INC. shall be responsible for obtaining the temporary license and permit
required to sell alcoholic beverages at Quakertown Park for the DENTON ARTS AND
JAZZ FESTIVAL.
C. DENTON FESTIVAL FOUNDATION shall provide the security necessary for the sale of
alcoholic beverages as predetermined and outlined in the Quakertown Park rental
agreement.
D. DENTON FESTIVAL FOUNDATION and PROFEST, INC. shall waive their right to
exercise the privilege to sell alcoholic beverages at Quakertown Park for the DENTON
ARTS AND JAZZ FESTIVAL, if one or both respective parties fails to comply with any
portion of this agreement including but not limited to, failing to provide proof of
compliance prior to the event.
ARTICLE 3
LOCAL RULES AND REGULATION
PROFEST, INC. and DENTON FESTIVAL FOUNDATION agree to abide by all
municipal, county, state and federal laws, resolutions, 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.
PROFEST, INC. 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.
PROFEST, INC. will exercise reasonable care and due diligence in the sale of alcoholic
beverages at the DENTON ARTS AND JAZZ FESTIVAL.
ARTICLE 4
INDEMNITY AGREEMENT
PROFEST, INC. and DENTON FESTIVAL FOUNDATION 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 FESTIVAL FOUNDATION, PROFEST, INC., or their 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 parry 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 this Agreement, PROFEST, INC. and DENTON FESTIVAL
FOUNDATION 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. DENTON FESTIVAL FOUNDATION shall provide and maintain Comprehensive
General Liability Insurance with bodily injury limits of not less than $1,000,000 for each
occurrence and not less than $1,000,000 in the aggregate, and with property damage limits
of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate.
B. PROFEST, INC. shall provide and maintain Liquor (Dram shop) Liability Insurance in the
amount of $1,000,000 per occurrence for the DENTON ARTS AND JAZZ FESTIVAL at
Quakertown Park where alcohol will be provided or served.
C. PROFEST, INC. and DENTON FESTIVAL FOUNDATION shall furnish insurance
certificates or insurance policies to the CITY as evidence of 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. In such event, the policy holder, DENTON FESTIVAL FOUNDATION, and/or
PROFEST, INC. shall, prior to the effective date of the change or cancellation, serve
substitute policies furnishing the same coverage.
D. Said insurance policies are subject to review by the CITY and may be rejected at the
CITY's sole discretion, for any reason, as long as the reason is communicated to the policy
holder prior to the day of the event.
ARTICLE 6
CANCELLATION
The City may cancel this event at any time due to epidemic events, pandemic events, health
and public safety emergencies including severe inclement weather events without liability to any
parties for any losses incurred as a result of cancellation.
ARTICLE 7
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 addresses shown below, certified mail, return receipt requested, unless otherwise
specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing:
PROFEST, INC.
Kevin Lechler
319 Pennsylvania Drive
Denton, Texas 76205
DENTON FESTIVAL FOUNDATION
Kevin Lechler, Executive Director
P.O. Box 2104
Denton, TX 76202
CITY OFDENTON:
City Manager
215 E. McKinney St.
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 S
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.
ARTICLE 9
DISCRIMINATION PROHIBITED
In performing the services required hereunder, PROFEST, INC. and
DENTON FESTIVAL FOUNDATION 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
PROFEST, INC. and DENTON FESTIVAL FOUNDATION represents that they have or
will secure, at their 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
PROFEST, INC. and DENTON FESTIVAL FOUNDATION shall not assign any interest
H1 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 parry 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.
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager; and DENTON FESTIVAL FOUNDATION and
PROTEST, INC. has executed this Agreement through their duly authorized undersigned officers
on this the 11-4' day of 5GVD ty\beC , 2021.
CITY OF DENTON, TEXAS
SARA HENSLEY,
INTERIM CITY MANA
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ATTEST:
ROSA RIOS, CITY SECRETARY
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BY:
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APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON INTERIM CITY ATTORNEY
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BY:
DENTON FESTIVAL FOUNDATION
BY: 1\1/
KE ECHLER, 9PR0kFEjST, INC.
iCBLEli., EXECUTIVE
R
wiTNESj:
BY:
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and ogeradonal obligations
and business terms.
A- 5 � Nikki Sassenus
SIGNATURE PRINTED NAME
Assistant Director
TITLE
Parks and Recreation
DEPARTMENT ----