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HomeMy WebLinkAbout22-1817DocuSign Envelope ID: AA9E9551-9EF5-4BBA-BE2E-AOC9DF8FDBB3 RESOLUTiON NO. 22- 1817 A RESOLUTION OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER ORDESIGNEE TO EXECUTE AN AGREEMENT ALLOWING THE CAMPUS THEATRE CONCESSIONS, LLC TO SELL ALCOHOLIC BEVERAGES AT THE DENTON’S DAY OF THE DEAD FESTIVAL, ON SATURDAY, OCTOBER 29, 2022, FROM 11 :00 A.M. TO 11:00 P.M.; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Denton (’'City") is the owner of Williams Square; and WHEREAS, the Denton Day of the Dead Festival Inc. will host the Denton’s Day of the Dead Festival on Friday, October 28, from 6:00 p.m. to 9:30 p.m., Saturday, October 29, from 11 :00 a.m. to 9:30 p.m., and Sunday, October 30, 2022, from 5:00 p.m. to 7:30 p.m., at E. Hickory Street and Industrial Street in Denton, Texas, to celebrate and honor the hallmarks of autumn in the American Southwest including the harvest, Halloween and Dia de los Muertos; and WHEREAS. Campus Theatre Concessions, LLC. has requested that they be allowed to sell alcoholic beverages at the Denton’s Day of the Dead Festival; and WHEREAS. the City Council deems it in the public interest to authorize the City Manager, or her designee, to allow Campus Theatre Concessions, LLC. to sell alcoholic beverages at the Denton's Day of the Dead Festival on Saturday, October 29, 2022, from 11 :00 a.m. to 11:00 p.m., at the Williams Square, so long as certain conditions are met by Campus Theatre Concessions, LLC. and the Denton Day of the Dead Festival Inc.; 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. Campus Theatre Concessions, LLC. shall be allowed to sell alcoholic beverages at the Denton's Day of the Dead Festival, on Saturday, October 29, 2022, from 11:00 a.m. to 11:00 p.m., at the Williams Square at E. Hickory Street and Industrial Street in Denton, Texas, upon entering into and complying with the attached agreement with the City of Denton and satisfying the following conditions: 1. CAMPUS THEATRE CONCESSIONS, LLC. shall be responsible for securing the space needed to sell alcoholic beverages at Williams Square. 2. CAMPUS THEATRE CONCESSIONS, LLC. 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 & Williams Square. 3. CAMPUS THEATRE CONCESSIONS, LLC. shall furnish Liquor (Dram 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. DocuSign Envelope ID: AA9E9551-9EF54BBA-BE2E-AOC9DF8FDBB3 4. DENTON DAY OF THE DEAD FESTIVAL INC. will provide Comprehensive General Liability Insurance in the amount of $1,000,000 per occurrence and agrees to indemnify the City against any liability incident(s) related to the event and the sale of alcoholic beverages. 5. DENTON DAY OF THE DEAD FESTIVAL INC. shall provide the security necessary for the sale of alcoholic beverages. SECTION 3. The City Manager, or designee, is authorized to execute an agreement in conformity with this Resolution, which shall be substantially in the form of the agreement attached hereto and made a part hereof by reference. SECTION 4. This Resolution shall become effective immediately upon its passage and approval. The motion to approve this Resolution was made by Bc Can Bae and seconded by AliSon b&MADe re . This Resolution was passed and approved bythe following vote []_ - a : AyeV \/ P/ V/ 1/ 1/ V/ Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck, District 2: Jesse L. Davis, District 3 : Alison Maguire, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: DocuSign Envelope ID: AA9E9551-9EF54BBA-BE2E-AOC9DF8FDBB3 PASSED AND APPROVED this the anN day of ' 2022. dEf DSPETH nI\11111111ATTEST: ROSA RIOS, CITY SECRETARY MAYOR ,zfh2‘ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: DocuSign Envelope ID: AA9E9551-9EF54BBA-BE2E-AOC9DF8FDBB3 CITY OF DENTON AGREEMENT WITHDENTON DAY OF THE DEAD FESTIVAL INC. AND CAMPUS THEATRE CONCESSIONS, LLC. STATE OF TEXAS § COUNTY OF DENTON § This Agreemem,.ryde thisay$y ,f #2„Z,2022, by ,„d b,tw„„ th, City ,fD,„t,„,a Texas home-rule municipal corporation, here’inafter referred to as the "CITY", and CAMPUSTHEATRE CONCESSIONS, LLC. and DENTON DAY OF THE DEAD FESTIVAL INC. WITNESSETH, that in consideration of the covenants and agreements herein contained,the parties hereto do mutually agree as follows: ARTICLE 1GENERAL The City grants to CAMPUS THEATRE CONCESSIONS, LLC. the privilege to sellalcoholic beverages for the DENTON DAY OF THE DEAD FESTIVAL INC. subject to theexceptions and conditions hereinafter set forth, at the DENTON'S DAY OF THE DEAD FESTIVAL on Saturday, October 29, 2022, from 1 1 :00 a.m. to 1 1 :00 p.m., at the Williams Square,Denton, Texas. This privilege does not extend beyond said date and time. ARTICLE 2 TERMS AND CONDITIONSCAMPUS THEATRE CONCESSIONS, LLC. and DENTON DAY OF THE DEAD FESTIVAL INC. shall comply with this agreement and perform the following in order to exercise the privilegeto sell alcoholic beverages at Williams Square for the DENTON'S DAY OF THE DEADFESTIVAL: A. CAMPUS THEATRE CONCESSIONS, LLC. shall be responsible for securing the space needed to sell alcoholic beverages at Williams Square. B. CAMPUS THEATRE CONCESSIONS, LLC. shall be responsible for obtaining the temporary license and permit required to sell alcoholic beverages at Williams Square forthe DENTON'S DAY OF THE DEAD FESTIVAL. C. DENTON DAY OF THE DEAD FESTIVAL INC. shall provide the security necessary for the sale of alcoholic beverages as predetermined and outlined in the Williams Square rentalagreement. D DENTON DAY OF THE DEAD FESTIVAL INC. and CAMPUS THEATRE CONCESSIONS, LLC. shall waive their right to exercise the privilege to sell alcoholic beverages at Williams Square for the DENTON'S DAY OF THE DEAD 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. DocuSign Envelope ID: AA9E9551-9EF54BBA-BE2E-AOC9DF8FDBB3 ARTICLE3LOCAL RULES AND REGULATION CAMPUS THEATRE CONCESSIONS, LLC. and DENTON DAY OF THE DEAD FESTIVAL INC. 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. CAMPUS THEATRE CONCESSIONS, LLC. 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. CAMPUS THEATRE CONCESSIONS, LLC. will exercise reasonable care and due diligence in the sale of alcoholic beverages at the DENTON’S DAY OF THE DEAD FESTIVAL. ARTICLE4INDEMNITY AGREEMENT CAMPUS THEATRE CONCESSIONS, LLC. and DENTON DAY OF THE DEAD FESTIVAL INC. 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 DAY OF THE DEAD FESTIVAL INC., CAMPUS THEATRE CONCESSIONS, LLC., 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 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 5INSURANCE During the performance of this Agreement, CAMPUS THEATRE CONCESSIONS, LLC. and DENTON DAY OF THE DEAD FESTIVAL INC. 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-orabove A.DENTON DAY OF THE DEAD FESTIVAL INC. shall provide and maintainComprehensive 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. CAMPUS THEATRE CONCESSIONS, LLC. shall provide and maintain Liquor (Dram shop) Liability Insurance in the amount of $1,000,000 per occurrence for the DENTON’S DocuSign Envelope ID: AA9E9551-9EF54BBA-BE2E-AOC9DF8FDBB3 DAY OF THE DEAD FESTIVAL at Williams Square where alcohol will be provided orserved. C.CAMPUS THEATRE CONCESSIONS, LLC. and DENTON DAY OF THE DEAD FESTIVAL INC. 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 becanceled or modified without written notice to the CITY. In such event, the policy holder,DENTON DAY OF THE DEAD FESTIVAL INC., and/or CAMPUS THEATRE CONCESSIONS, LLC. 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'ssole discretion, for any reason, as long as the reason is communicated to the policy holder prior to the day of the event. ARTICLE6NOTICES 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: CAMPUS THEATRE CONCESSIONS, LLC. Brooke E. Ray, Member 3300 Darby Lane Denton, Texas 76207 CITY OF DENTON: City Manager 215 E. McKinney St. Denton, Texas 76201 DENTON DAY OF THE DEAD FESTIVAL INC David Pierce, President 2016 N. Bell Ave, Denton, TX 76209 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE 7ENTIRE AGREEMENT This Agreement, consisting of six 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. DocuSign Envelope ID: AA9E9551-9EF54BBA-BE2E-AOC9DF8FDBB3 ARTICLE 8SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdictionto 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 9DISCRIMINATION PROHIBITED In performing the services required hereunder, CAMPUS THEATRE CONCESSIONS, LLC. and DENTON DAY OF THE DEAD FESTIVAL INC. shall not discriminate against anyperson on the basis of race, color, religion. sex, national origin or ancestry, age, or physical handicap. ARTICLE 10PERSONNELCAMPUS THEATRE CONCESSIONS, LLC. and DENTON DAY OF THE DEAD FESTIVAL INC. 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 11ASSIGNABILITY CAMPUS THEATRE CONCESSIONS, LLC. and DENTON DAY OF THE DEAD FESTIVAL INC. 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 writtenconsent of the CITY. ARTICLE 12MODIFICATION 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 bewaived unless as set forth herein. ARTICLE 13 MISCELLANEOUS 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 Stateof Texas. A DocuSign Envelope ID: AA9E9551-9EF54BBA-BE2E-AOC9DF8FDBB3 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 DAY OF THE DEAD FESTIVAL INC. and CAMPUS THEATRE CONCESSIONS, LLC./bas executed this Agreement through their duly authorized undersiwed officers on this theLmiay oWA2022. CITY OF DENTON, TEXAS HmCITY MANAGER ATTEST: ROSA RIOS. CITY SECRETARY buIlt111111 APPROVED AS TO LEGAL FORM:MACK RErNWAND, CITY ATTORNEY '- BY: DENTON DAY OF THE DEAD FESTIVAL INC.[4:[:BY: \CFOFDF3E40D8WIE...DAVID PIERCE, DENTON DAY OF THE DEADFESTIVAL rNC. FBY: \rand+$B+r&uBROOK E. RAY CAMPUS THEATRECONCESSIONS, LLC DacuSign Envelope ID: AA9E9551-9EF54BBA-BE2E-AOC9DF8FDBB3 WITNESS: BY: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms. Doel61gned br Lq%£IetFSIGNATURE Gary Packan PRINTED NAME DIrector of Parks and RecreatIon TITLE Parks and Recreation DEPARTMENT