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HomeMy WebLinkAboutAgenda Report - April 7, 2004 E-15AGENDA ITEM G40167 CITY OF LODI COUNCIL COMMUNICATION AGENDA TITLE: Adopt resolution authorizing the City Manager to execute a one-year on-site Catering agreement at Hutchins Street Square with Wine Valley Catering, Inc. MEETING DATE: April 7, 2004 PREPARED BY: Tea Silvestre, Community Center Director RECOMMENDED ACTION: Adopt resolution authorizing the City Manager to execute a one-year on-site Catering agreement at Hutchins Street Square with Wine Valley Catering, Inc. BACKGROUND INFORMATION: This agreement consists of renting a small office space (no more than 100 sq ft) at Hutchins Street Square to Wine Valley Catering, Inc. (WVC), of Napa, California, for $500 per month for one year for facilitation of on-site catering services. This amount includes utilities, but excludes the cost of a telephone or fax line. The agreement also requires WVC to pay the City a 2% commission on each non -city event they cater at the Square for use of the kitchen. Renters will not be required to use WWC for events held at the Square. The Request for Proposals was approved by Council on January 7, 2004. The Request for Proposals was distributed to local providers (see attached) and a notice of the availability of the RFP was published in the Lodi News Sentinel on Wednesday, January 14, 2004. The Community Center Director conducted an on-site pre -proposal tour on Tuesday, January 13, 2004. Five businesses attended the tour. The City received only one proposal for this project. Along with the evaluation of the proposal, interviews were conducted with principals of WVC (the sole applicant). The City's interview team consisted of Tea Silvestre, Community Center Director and the Hutchins Street Square Foundation Board of Directors. WVC has a long and solid reputation for providing quality catering services for events of all sizes and budgets. WVC has provided catering services to several private and business events in and around Lodi, including many weddings and parties; the Taste of Lodi event; the Legends of Lodi Wine Auction; Lodi Memorial Hospital; Woodbridge Winery; and the Hutchins Street Square Foundation. We are confident that the level of their service will compliment the services provided by the Square and its facilities. WVC estimates their presence at the Square will provide a small boost to the local economy by generating approximately 15 part-time jobs (wait staff) over the next year. They have also developed a strong marketing plan which intends to bring new business to the Square by fostering relationships with the meeting planners and event planners of local and regional corporations and associations. FUNDING: None. Ah a,�V� A� /Jj�ea Sity re, Community Center Director APPROVED: A. Dixon kynn, City Manager CITY OF LODI CATERING AGREEMENT TH I S CATER NG AGFEVI ENT ("Agreement") is made as of Apr i 19, 2004 between THE CIN OF LODI, a municipal corporation ("CITY'), and, WINEVALLEYCATERNG, INC. ("OPEPATOR'). W HE;FA$ CITY deli res to engage OFE13ATORto manage and operate the food and beverage services at Hutchins Street SquarePerforming Arts& Conference Center, looted in Lodi, California ("Center"); and WHUFA$ OFEP4TORwishesto providesuch services, upon thetermsand conditionsset forth herei n; NOW, THEEFOFE� in consideration of the premises and of the promisesExchanged herein by the parties, it is hereby agreed: IF -IM -M The term of this Agreement shall be for a period done (1) year beginning April 9, 2004. If the OFEPATORshalI for any reason holdover beyond such term with the consent, expressed or implied, of CITY, such holding over shall be from month -to- month only subject to the terms and conditions of this Agreement, but shad not be a renewal thereof, and the consideration to be paid shad beat the rates prevailing under thetermsof thisAgreement. Artidell. DEINMONS Section 2.01 "Adjusted GrossFbceiptsi' meansall amountsreceived byOR33ATORon all salesof Food R'oducts prepared at the Center regardless of where sold; less (i) the amount of any federal, state or local sales or other such tax; and (ii) the amount that is received astipsor gratuities/ service charges Section 2.02 " Backstage Catering" shall mean food and beverage services for an entertainer, cast membersand road crew members associated with adesignated entertainment event at a publicconcert or entertainment event. Backstage Catering isnot part of thisAgreement, but the OFEPATORshad I have the right to submit a bid to the CITYfor such services. Section 2.03 "Buffet Services' are defined at the Center as the preparation and serving from a buffet lineof food at a per plate, per person charge. Thiscan beconstrued to bein agroup priceor individual person price. Section 2.04 "Catering and Banquet Services' are defined in the Center as the preparation and serving of food at a per plate, per person charge. Thiscan be construed to bein agroup price or individual person price. Section 2.05 "Center" shall mean the Hutchins Street Square F brformi ng Arts and Conference Center and their grounds, any additions thereto, and any adjacent land and/ or structures temporarily used in connection with Center activities Section 2.06 "Fiscal Year" shall mean .Lily 1 to .lane 30. Section 2.07 "Food and Beverage Service Manager" shall mean OR3PATORschief designated representative. Section 2.08 "Food Roducts' means all food and beverages and shall i nd ude without limitation, alcoholic beverages, candy and confections. Section 2.09 "Food Services' meansall food and beverage services to beprovided hereunder, including without limitation, dining, catering, hospitality. Section 2.10 " Director" shall mean Center's Director, or a designated representative. Section 2.11 " Licensee' shall mean any person or entity that may from ti me to ti me enter into any agreement with Center for the use of the Center for a particular purpose. Section 2.12 "Monthly Accounting Fleriod" meanseach monthly calendar period (or portion thereof) in accordancewith CIty'saccounting calendar. Section 2.13 "Remises' shall mean all areas, improvements, fixturesand trade fixtures upon the Center'spremiseswhich areor may in thefuturebeused in connection with theoperation of the Food Services, including adequate storageand officespace. Artidelll. RIGHTSAND DUn ESOF OPERATOR Section 3.01 The Food %rvioes rights granted OPEFATORshall not prevent or prohibit Center or its Licenseesfrom engaging in or contracting outsidecatering servicesfor any event. In addition, OFHPATORagrees that outs de cateri ng services may be uti l ized at special events sponsored by the CITY where the use of outside cateri ng services is deli rable. Use of the Center by an outside cateri ng service may i nd ude the sal a of alcoholic beverages, the use of Food Service equipment or inventory owned by the Center, or the use of the Remises as defined herein. Section 3.02 Nature of Service to be Flerformed. OPEPATOR shad I provide the Center with those Food Services normally associated with convention center operations. These services are pri mari ly food and beverage service, and catering related functions, Additionally, specialized servicesconsisting of, but not limited to thefollowing, may be required: (a) Fbom &rvice—Catering cervicewiII beavailablato meeting roomsused by Licensees Food Services requested may rangefrom snadcstoelaborate catered meals Hosted serviceisinvolved asopposed to individual orders, requiring constant attention by OFE?ATORfor re -supply, freshness purposes, and immediate removal of food stuffs, and must often be provided at specific meeting timesand/ or subject to other constraints imposed by the Licenseeof the Center. (b) Exhibitor Services— Food Servicesshall beavailableto exhibitorsat conventionsor tradeshows with Food Roductsserved directly at their booth/ display location. Riceand service agreements between OPEPATORand the exhi bitor shad I be approved by the Di rector. (c) Fbrtabde"Thematic" Food Service— For certain events held at the Center, Licenseesmay require specialized or ethnic foods and beverages wi th related thematic presentati ons and displays. (d) Rovision of Flersonnel— There wiII be occasi ons when OFEFATORiscal Ied upon to provide host/ hostesses, bartenders and/ or waiters/ wed tresses for specialized functions These fu ncti ons shall not detract from the normal services and staffing for which OFE?ATORisresponsible. Client will becharged accordingly. ArtideIV. PFEMIBES The Remises at the Center shall be used by OFE?ATORsol ely in the performance of Food SON ces hereu nder and will i nd ude the ki tchen, existing storage located in kitchen area, and access to Page 2 of 12 the loading dock as needed. OFE?ATORs office space (approximately 100 square feet) shall be provided by CITY at the rate of $500 per month. In the event that OFEPATORisrequi red to lease additional office, storage or other space outside the Center, all costs incurred by OFEPATORasa result of having to I ease space shadI be borne solely by OPEPATORand shall not reduce Adjusted Gross Fboeiptsfor the purpose of thisAgreement. ArtideV. NATUREAND SCHEDULING OFEVBVTS Saction 5.01 Description of Events. The CITYwill endeavor to bring awidevariety of conventions, tradeand consumer shows, exhibits, entertainment events, meetingsand civic functions to the Center. However, CITY makes no warranty, expressor implied, concerning the predictability and/or probability of such events. It isthemutual goal of OPEPATORand CITYto solicit and obtain the maximum number of high-quality food and beverage -associated events. Saction 5.02 Scheduling of Events. Scheduling of all eventsrequiring theservicesof OFEPATORshall be mutually performed by the Operator and the Center. All events tentatively scheduled by OFE?ATOR utilizing the Center shall be accepted and incorporated into the official Calendar of Events, provided those activitiesare consistent with the policiesof Center asestablished by the CITY and provided that the events do not interfere or conflict with other events held at the Center. Section 5.03 OFE?ATORwill cater eventsat CITY'Srequest upon at least Seven Days(7) advance noticeat prices and upon such other terms as are mutually acceptable to the parties. OFE?ATORwi I I try to honor any shorter notice events to the best of their abilities, CITYwiII not be responsi bl e for any charges made by third partiesat theCenter for catering functions. Section 5.04 Hoursof Operation. OFff1ATORsdesignated representative shad I beavailablefor contact by phone during regular business hours, currently 8:00 a.m. to 5:00 p.m., Monday through Friday. Artide VI . R NANCIAL CONS DERATION TO CITY. F br the privi lege of using the kitchen and its storage area for the preparation of any and all food ser vices provided at the Center, OPEPATORwill pay a 2%commission of total adjusted grossreceiptson all events and meci ngsexcept those sponsored by the City of Lodi. CI ients other than the City of Lodi and Hutchinssreet Squarewill pay the OPERATOR 2%of the event -specific catering invoicefor a "kitchen use fee." Artide VI I . R NANCIAL FEFORTS Saction 7.01 Payment. OPERATORshall submit to the CITY by the twentieth (20th) calendar day after the last day of each Monthly Accounting Period, a report of sales activity for the previous Monthly Accounting Fbriod along with the commission payment. The report shall provide daily detail of gross revenue specified by event number, type of service, and indicate total Adjusted Gross Flaceipts; and commissions due to the CITY, aswell as year -to-date toted a Bach statement shall identify all deductions from gross revenues and besigned and certified bytheOF�4TOR OFEP4TORshall maintain all recordsbased upon the Fiscal Year, ("Fiscal Year" or "FY'). OFff3ATORshal I submit to the CITY by the twentieth (20th) day following each year of thisAgreement, a report of sales activity for the previous year. The report shall summarize gross revenue specified by type of service, and indicate commission due to the CITY. Section 7.02 Records Maintenance. (a) During the term of thisAgreement and for a period of three (3) yearsfol lowing the termination of thisAgreement, OPEP4TORshall maintain in accordancewith generally accepted accounting principles; thefull and complete records regarding all Food Services performed Page 3 of 12 under this Agreement. The CITY shall have the right to reasonably prescri be the form of records to be kept by ORIERATORin accordance this provision. (a) CI TY shall have the right, after reasonable notiop, and at reasonable ti mes to free access to al I sal es reports, correspondence, memoranda, or other records of the OPERATOR rel ati ng to this Agreement for the purpose of verification of Adjusted Gross Fbcei pts reported by the OFEPATORduring theterm of thisAgreement. (b) OFERATORshall collect and promptly disburse all taxes required by Fbderal, California, and local authorities and shall pay any appl i cable taxes rel ati ng to F)od Sxvice operations, equipment, inventory and/or rents applicable to OPERATOR Artide VI I I . BVI RAYM BVT. Section 8.01 General Guidelines. (a) OREIRATORshall employ itsown employeesand engage itsown subcontractors All employees or subcontractors shad I meet all thestandardsset forth below. OFEPATORshall besolely responsiblefor thepayment of all federal, state, and local employment taxes of itsemployees (b) Theemployeesshall beneat and clean in appearanceand be courteous towards the patrons, the public and their fellow employees All employees, except key managersand office personnel, shall be neatly attired in uniforms (c) All Operator's employees shall enter and leave the Center via theentrance(s) designated by the Director. Only those employees actually working shall be permitted in the Center without charge, and any employee observed in the Center at events in which they are not working and have not paid admission, may be removed by the Director after consultation with the OF$?ATOR At no timewill OFE?ATORpermit thefreeentranceof any person not a bona fide employeefor an event or eventsand nosurplusof employees will be permitted for any event. (d) OFE?ATORshall include in itsemployee handbook a prohibition against employees performing their duties under the influence of alcohol or chemical substancesor using such substances whileat the Center. The Director shall advise OPERATORof all violationsof such provisions which are brought to her attention. OFEP4TORshal I take action with respect to such employees consistent with the provisions of the handbook and applicable laws (e) OFB4TORshall at all times enforce by adequate supervision and training of supervisory personnel a safeworking environment for all employees including the supervision of all ser viceswhich relatetothegeneral safety and welfare of any personsexposed to the Food S%rvicesperformed under the Agreement by OPERATOR OFE?ATORagrees tofully cooperate with Center in any employee and public safety program sponsored by the Director. OPERATOR agreesto conduct all of its operations with due diligence and carefor thesafety of all personsat al I times (f) OFE?ATORacknowledges that in order to operate the Center in an efficacious manner, Center hasadopted certain standardsof conduct and termsof employment for all employeesat the Center. These standards are embodied in this Agreement and may be contai ned in Operating Memorandato beentered into bythepartiesin thefuture. OPERATOR agrees that it shall not enter into any contract or arrangement with any employee or group of employees which would in any way modify these provisions without the express written consent of Center. (g) OF�ATORshall providetraining and direction to itsemployeesto ensure quality of service and personal interaction with Licensees, Center staff and internally within OPERATORsstaff. Center Page 4 of 12 expects all staff associated with the Center to approach their assigned responsibi I ities with an attitude of service to the Licensees above and beyond common courtesy. Section 8.02 Minimum gaffing. OF�4TORshall provideevent staffing in accordancewith the following minimum standards (a) Waiters) waitresses— one for every twenty-four (24) guestsat sit down meals; onefor every thirty-two (32) guestsat buffets; onefor every onehundred (100) guestsat cocktail parties. Bus staff shall be provided at one-half (1/ 2) the ratio of waiter/ waitresses, provided that the physical property and sales expectations warrant asapproved by the Director. (b) Bartenders—onefor every onehundred (100) guestsfor host bars; onefor every onehundred twenty-five(125) guestsfor cash bars. Rovided that the physical property and sales expectations warrant as approved by the Di rector. (c) OFERATORshall increase the number of personnel asrequested bytheDirector if, in the Director's sole discretion, thelevel of service to the public isdeemed unsatisfactory. Charges will be billed accordingly. (d) OFEPATOR agrees that its Food and Beverage 93rvice Manager or his/ her designee shall be present at the Center during eventswith Food 83-viceand shall be authorized to be served with compl ad nts and notices by Center. Section 8.03 Supervision by the Director. The Director reserves the right to request the OFBRATOR to excl udefrom the Center, any employee whose employment isnot considered to be in the best interest of the Center. The Di rector shall have the prior right to approve the selection of OFEFATORs management at the Center, which approval shall not be unreasonably withheld. OFEPATORagrees to pay prevailing wages in theLodi, nodi, California area. The Qty reserves the right to require OFEFATORto conduct pre-hiring screening or testing of all employees, including fingerprint clearance, totheextent permitted bylaw. No replacement of OFEPATORs management at the Center will be permitted without prior approval of the Director, including intervienring and approving a replacement Food and Beverage ServiceManager, which approval shall not be unreasonably withheld delayed or conditioned. Section 8.04 OFEFATORshall providethe Director with thefollowing upon request: (a) Copy of OFEPATORs Employee Handbook; (b) Astatement identifying the sources to be used for obtaining non-management labor; and (c) An outline of the entry-level training programs for all customer-contact personnel. Artide IX. MUI PM ENT. The OPEPATORshal Ion or before the date of Execution of this contract prepare an existing Food Serviceequipment inventory (the" Inventory') for review by the Director. When the Inventory is signed by OPEPATORand the Director, it shall be incorporated into thisAgreement. The OPEFATOR shall updatethe Inventory each Fiscal Year and make recommendations with respect to replacement or upgrades of equipment provided for OPEPATORsuse. Artide X. OPERAM ONSGBVB?AL GUI DBJ NES. Section 10.01 The rightsof any Licensee shall not be infringed upon by any activity of OFEFATORor any of itsemployees. Theactivitiesof OPEFATORshall besuch asto render serviceto patronsof the Page 5 of 12 Center in adignified manner. OFERATORshalI cause its employees to abide by the rules and regulations of Center as to the conduct of al I employees at the Center. Section 10.02 OFH?ATORshal I operate the spaces designated for the purpose of the sale to the patrons of beverages, food, and confections for the convenience of the patrons during all designated Center events and at such other times as shad I be reasonably required by the Director. Section 10.03 Table skirting shall be provided and installed by Center for meetings and provided and installed by OPEFATORfor functionswith Food Service. Section 10.04 Supervision by the Director. The Director shall issue reasonable rudesand regulations for the operation of Food Servicesand OPEFATORshall operate Food Services in accordancewith such rudesand regulations, which may be amended from timetotime. Except asotherwise expressly stated herein, the Director shall decide any and all questionsthat may arise astothe acceptability ofservices rendered by OPEPATOR asto the manner of performance, and acceptable fulfillment of this Agreement. Saction 10.05 OFERATORshalI ensure that there is an inventory of food ser vice equipment and small wares adequate to provide full services to the patrons of the Center when contracted to provide food services Stiction 10.06 OPBPATORshall replace any equipment damaged beyond repair, or rendered useless by wear and tear, unless in the opinion of the Director such equipment is unnecessary to the proper functioning of the Food Services, The Center shall replace any equipment damaged beyond repair due to City employee's negligence unless in the opinion of the Director and OFE?ATORtheequipment is unnecessary to the proper functioning to the Food Services. All replacement equipment shall be subject toapproval of the Director astotype and similarity to that replaced. Section 10.07 Compliance with Law. The Food Services shall materially comply with the laws, regulations, and ordinancesof the United S:atesGovernment, thegateof California, and the Qty of Lodi and County of err ,baquin. Such operations must be conducted so as not to unreasonably interfere, through noise, odor, visual aesthetics, with any Licensee's or patrons enjoyment of the Convention Center facilities. OPEFATORshall procureand keep in forceduring theterm of thisAgreement all permitsand licenses required by all lawsand regulationsof the United States government, theRateaf California, and the City and County of Lodi. ArtideYJ. PIODUCTSAND PRICING. OFERATORrecognizes that thequality of itemssold and ser vices performed at the Center isa matter of highest concern totheCity and istheessenceof thisAgreement. OFE?ATORshall provide productsof quality, and at prices consistent with similar products presently being offered in other similar facilities. The Director reserves the right to determine, in his/ her reasonable discretion, whether a particular product oompl ieswith these standards Frice increases shal I require the prior written approval of the Director. Section 11.01 Quality. (a) OFE?ATORrepresentsand warrantsthat all itemsit sellswill beof thehighest practicable quality consistent with the pricing schedulesagreed upon by OPEPATORand the Director. q)ecial attention will begiven by OPEPATORto the promptness and delivery of all services. (b) OFEPATORshall procureall Food R-oductsand operating suppliesfrom local Lodi area sources wherepossible, provided local Lodi armsourcesmeet quality requirementsand areprice competitive. The Director shall havethefinal approval of all OFERATORs suppliers other than alcoholic beverage suppliers, Page 6 of 12 (c) All Food Roducts kept for saleshalI be subject to inspection, and approval or rejection by the Director during all times that Food Services are offered. I?jected Food Roducts are those that posea health risk or arematerially below the standards establidied bythisAgreement shall be disposed of immediately and shall not be returned for sale. Section 11.02 Approval and Fri cing. The Director shall meet with OFHP4TORto review Food Products and pricesat least on an annual basison or about May 1 of each year with atarget effectivedateof ,lady 1. R-icesmay bechanged onlywith the Director's prior written approval. Whenever unique economic conditions result in unusual Food Roduct or labor cost increasesto OPEFATOR the Director will consider a request by OFE?ATORfor pricechangesat timesother than theannual datespecified above. Approval of price changes shad I not be unreasonably withhel d. Artide XI I. PROM MON. Section 12.01 S�Iesaaff. OFERATORshall engage afull-time banquet catering salesperson. All OFERATORs sales activities shadI be conducted and operated under the supervision of the Director and shad in noway interfere with the orderly operation of any event. All sales activities shal I be conducted at such times and at such locations designated by the Director. While OFBRATORis encouraged to pursue booki ngs for certain functions, al I such bookings must be approved by the Director, which approval shall not be unreasonably withheld, so long assach sales are commercially profitablefor Center and OFff?ATORand are not in conflict with other scheduled eventsat the Center or Licensees. OFERATORshall not advertise in any manner or form, on or about the Center except by means of such signs or formsof advertising as maybe approved by the Director. ArtideXIII. UTlUMES Center shall provide gas, electricity, and water services for use by OPBRATORin the Remises. OFERATORshalI participate in the Center's conservation and energy management program(s) for its operations throughout theterm of thisAgreement. OFERATORshall provide itsown signage, telephone, FAX and data lines. ArtideXIV. MAINTENANCEAND CLEANUP. S3ction 14.01 Equipment. OPEFATORshall maintain all equipment and small wares used in performance of its duties, including rolling stock, in agood state of repair, including routine mad ntenanceor routine repair necessitated by ordinary use. Section 14.02 Remises; (a) OFff2ATORshall maintain all officespace, storagerooms, alcoves, corridors, booths, trash facilities, kitchensand food servicefacilitiesin adean and sanitary condition in accordance and consistent with all applicable rulesof Center, demandsand requirementsof law, pertinent health and sanitary codes, and requirementsof duly authorized health authoritiesof the City of Lodi, County of Sm ,baquin and any other health department having jurisdiction. (b) All refuse and waste mated al created by OF�ATORsoperations in ad I publ i c areas shal I be promptly disposed of by OFE?ATORafter each event by delivery to a central location at the Center. Wet refuse must be stored i n watertight contai ners pendi ng removal from the Center. Waste foods shad I be kept i n d osed metal contai ners unti I removed from the Center. Al I boxes shall be broken down, flattened and tied. aTY shad I be respond bl e for disposal from the Center. The entire area within a radi us of twenty-five (25) fed of each stand, bar area, commissary and work area, shall be kept free and dear from all loose trash, spi I Isto floors, walls, windows or other property in said radius by reason of operation of said stand. OFEPATOR shad I employ the necessary personnel before, during and after hours of any event to comply with the provisions. Page 7 of 12 (c) The Director shall have the right to inspect the Food &vice Remise, and equipment at any reasonableti me provided the inspection does not unreasonably interfere with ORTWORs operations. The Director at her reasonable discretion, shall determine acceptable performance levels relative to mad ntenanceand sanitary conditions. Article XV. RECYCLI NG PROGRAM. OFURATOR agrees to work with theCenter to ensure effective recycl i ng. OPEFATORshall be responsi bl e for separating cans, cardboard, paper, plastic and glass for proper disposal. Artide XVI. INDEMNITY. Stiction 16.01 Indemnity: OFIERATORshall fully indemnify and save harmless, CITY, its elected and appointed boards, commissions, off icer,5 agents and employees and each and everyone of them, from and against all actions, damages, costs, liability, claims, losses, judgments, penalties and expenses of every type and description, including, but not limited to, any feesand/ or costs reasonable incurred by CITY'sstaff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as" Liabilitiesi' ), to which any or all of them maybe subjected, to the extent such Liabilities are caused by or result from any negligent actor omission of OPEPATOR itssubOFff3ATOF;bor agents, and their respective officers and employees, in connection with the performance or nonperformance of thisAgreement, whether or not the CITY, itselected and appointed boards, commissions, officers, agentsand employees, and each and every oneof them, reviewed, accepted or approved any serviceor work product performed or provided by theOFEFATOR and whether or not such Liabilities are litigated, settled or reduced tojudgment. Stiction 16.02 Obligation to Defend: OPEPATORshall, upon CITY's request, defend at OPEPATORs sole cost, any action, claim, suit, cause of action or portion thereof which asserts or alleges Liabilitiesto the extent such Liabilities are caused by or result from any negligent actor omission or willful misconduct of OPEPATOR itssubcontractorsor agents, and their respective officers and employees, in connection with the performance or nonperformance of thisAgreement, whether such action, claim, suit, causeof action or portion thereof iswell founded or not. Stiction 16.03 Insurance FbliclesTheexistenceoracceptancebyCITYofanyofthe insurance policies or coverages described in thisAgreement shall not affect or limit any of CITY'srights, nor shall the Iimitsofsuch insurance limit the liability ofOFERATORhereunder. The provisions of this Section shall survive any expiration or termination of thisAgreement. Section 16.04 The City shall indemnify, defend, and hold harmlesstheOFERATORand its agents, officers and empl oyees from and against all claims, damages, losses, and expenses, including, but not limited to, attorneysi fees and court costs, arising out of or in connection with (i) a breach by the Qty of i ts representati ons hereu nder or (ii) the acts, errors, omissions, conduct or operations of the atytothe extent that such damage, loss or expense iscaused or isclaimed or alleged to have been caused, by any negligent act, error, omission, conduct, or operation of the Qty, provided that the indemnification provided for in this sentence shall not cover or apply to any matter that the Qty is i ndemnified against by the OPBRATOR pursuant to thisAgreement. Article XVII. INSURANCE REQUI REM ENTS During theentireterm of thisAgreement, OFERATORshall maintain thefollowing insurance: Stiction 17.01 Minimum Scopeof Insurance Coverage should beat leaseas broad as (a) Insurance SeivicesOfficeForm No. CG 0001 (Commercial General Liability); (b) Insurance Services Office Form No.: CA 0001 (Ed. 1/87) (Automobile Liability, Code"any auto'); Page 8 of 12 (c) Workers' Compensation as required by the Labor Code of the State of California, and Empdoyersi Liability Insurance. Section 17.02 Minimum Limitsof Insurance. OFH:?ATORshall maintain limits no lessthan: (a) Commercial General Liability: $1,000,000 combined single limit per occurrencefor bodily i nj ury, personal i nj ury and property damage. (b) Automobile Liability: $1,000,000 combined single limit per accident for bodily injury, personal injury and property damage. (c) Liquor Liability: $1,000,000 combined singlelimit per occurrencefor bodily injury, personal injury and property damage. (d) Workers' Compensation and Employers' Liability: Workersi compensation limitsas required by the Labor Code of theStateof California and Employersi Liability limitsof $3,000,000 per accident. Saction 17.03 Deductiblesand Self -Insured Petention's Any deductiblesor self-insured retentions must be declared to the CITY. Saction17.04 Other Insurance Provisions The podiciesaretocontain, orbeendorsed tocontain, the following provisions (a) General Liability and Automobile Liability Coverages CITY, itselected and appointed boards, commissions, officers, agentsand employees, and each and every one of them, shall be covered asinsured asrespects liability arising out of activities performed by or on behalf of OR3�ATOR productsand completed operationsof OPURWOR premisesowned, leased or used by OPERATOR (b) OFERATORs i nsurance coverage shadI be primary insuranceasrespects GTY, its elected and appointed boards, commissions, officers, agents and employees, and each and every one of them. Any insurance or self-insurance maintained by CITY, its elected and appointed boards, commissions, officers, agents and employees, and each and every oneof them, shall be in excess of OPEFATORs i nsurance and shad not contri bute with it. (c) Any fed Iuretocomplywith reporting provisi ons of the pol i ci es shadI not affect coverage provided to CITY, its elected and appointed boards, commissions, officers, agents and employees, (d) Coverage shall state that ORE?ATORsinsurance shad I appdyseparately toeach insured aged nst whom daim is made or suit is brought, except with respect to the limits of the i nsurer's I i abi I ity. (e) All Coverages ORE?ATORshall request that each insurance policy required bythisAgreement shad I be endorsed to state that coverages shad I not be canceled except after thirty (30) days prior written notice has been given to CITY. In addition, OPERATOR agrees that it shall not reduce its coverage or limitson any such policy except after thirty (30) days prior written notice has been given to CITY and CITY approves the reduction in coverageor limits. OFE?ATORfurther agrees that it shall not ina-easeany deductibdesor self-insured retentions on any such policy except after thirty (30) days prior written notice has been given to CITY. Section 17.05 Acceptability of Insurers Insurance shall bepdaced with insurerswith a Bests, rating of no lessthan A:VII. Thisrequirement may, however, bewaived in individual casesfor Errorsand Omissions Coverages only; provided, however, that in no event shall a carrier with a rating below B:IX be acceptabd e. Page 9 of 12 Stiction 17.06 Verification of Coverage: OPERATORshall furnish CITY with certificates of insurance showing compliance with the above requirements and with original endorsements effecting all coverages required bythisAgreement. The certificates and/or endorsements shad Iset forth avalid policy number for GTY, and shall indicate the Issue Date, Effective Date and Expiration Date. The certificates and endorsements for each i nsu rance pol i cy shadI be signed byaperson authorized by the insurer to bind coverage on its behalf. The certificatesand endorsements shal I be forwarded to the CITY's Fisk Manager. Artide XVIII . TEPN I NATI ON. Stiction 18.01 Upon OFE?ATORsDefault. (a) In the event OPEPATOR shad I default in any of the payments descri bed in Artides4 and 6, or fail to perform any material obligation or condition of this Agreement, the Director shall notify OFEPATORof such default in writing. Such notice shall be deemed delivered upon presentation to the Food and Beverage Service Manager. A copy of such notice shall also be mai I ed to OFE4TOR (b) If the default iswith respect to any payment requi red to be made by OPERATOR OPERATOR shall correct such default within five (5) days of receipt of notice of default from Center. If the default isof a non -monetary nature, OPEP4TORshalI cure, or take all action necessary to begin the curative process, within ten (10) daysof receipt of notice of default. In theevent OFERATORfailstocure or begin curing the default within the time specified, or such greater period astheCATY may permit, the CITY shall have all rights accorded bylaw including the right to terminate thisAgreement. (c) In the event OF ERATORcannot perform its obligations under this Agreement because of a labor dispute involving OFE?ATORsemployees, such non- performance wi I I not beconsidered a default; provided however, that in the event of a labor dispute, the CATYmay operate the concessions until the labor dispute issettled. (d) Failure on the part of Center to promptly notify OPBRATORof default, shall not be deemed a waiver by Center of Center's rights on default of OPBRATORor such default at a subsequent ti me. Section 18.02 Other Bases for Termination. In the event adecree or order by acourt having jurisdiction shall be issued (i) adjudging OPBR4TORbankrupt or insolvent; (ii) approving as properly filed a petition seeking reorganization of OPEFATORunder any section of the Bankruptcy Code, as amended; (iii) ordering or approving thewinding up or liquidation of OPERATOR affairs; (iv) appointing a receiver, liquidator or trustee in bankruptcy for OPEFATORor itsproperty; or (v) if OFERATORshall institute proceedingsto beadjudicated a voluntary bankrupt, shall consent to the filing of any bankruptcy or insolvency proceedings against it; or (vi) if OFE?ATORshall filea petition or seek reorganization under any state insolvency law, or shall admit in writing its inability to pay its debtsgenerally asthey becomedue, or take any action in furtheranceof any of theaforesaid purposed or (vii) if OFE?ATORshall abandon thisAgreement; or (viii) if a court shall havefinally determined that OF$?ATORhasdiscriminated on account of color, race, religion, ancestry, national origin, sex or disability; then Center may terminate this Agreement and all rightsof OPEPATORto continueto operate the concession thereunder. Section 18.03 Fbst Termination Obligation. (a) In the event that the Agreement is terminated upon default, the CITY may assume control of the operation and all equipment installed at the Center and Center may continueto operate the same, until satisfactory arrangements maybe reached with OPBR4TORconcerning the default, or until GTYshall obtain the services of another operator. During the period of operation by Page 10 of 12 the CITY, CITY shall be entitled to any supplies and inventory of OPEPATORon hand and OFffQATORshalI not be entitled to any monies received from such operations except for reimbursement of thec ost of suppliesor inventories utilized during such period if not previously charged to operating expense. (b) In theevent of atermination of thisAgreement, either through expiration of theterm thereof or through termination for cause, OFffRATORshall not be permitted to surrender itsalcoholic beverage l i cense in effect for the Center unless Center were to qualify for an alcoholic beverage licensepursuant to Department of Alcoholic Beverage Control regulations Center acknowledges that, unless Center wereto qualify for a license, OPEPATORs license may only be transferred to a new operator or surrendered to the Department of Alcoholic Beverage Control. (c) In the event of termination of thisAgreement, OPEPATORshall beliable for all payments required to be made to the Center up to and including said date of termination and shall pay the cost of restoring all small waresand equipment for which it isresponsible, based on the most recent inventory accepted by the Director. Artide XIX. ARBITRATION. In the event of a dispute between CITY and OPEPATORregarding the provisions of this Agreement, the parties may mutually agree to sdtlethe dad m or dispute, including the amount of any damages suffered, by binding arbitration or mediation in Lodi, California. Anydisputeshall be governed by and construed in accordancewith the lawsof the Rateof California. /_rr Com'. Ca:+:MJi I `I:JOUP Saction 20.01 Assignment. The rights and privileges granted hereunder shall not be assigned or transferred in any manner whatsoever by OFffi4TORwithout written approval of the CITY. Ssction 20.02 Modification. No agreement to modify, or modification of, thisAgreement shall be binding on the parties unlessthesame is reduced to writing and executed by both parties Stiction 20.03 Operation Beyond Term. In the event that OFEPATORshould operate after the expiration of theterm of thisAgreement, or termination for any other cause, such operation shall be deemed not to be renewal or extension of the Agreement. During such period of operation, OFEPATORshall make payment to the GTY pursuant to the terms of thisAgreement. Section 20.04 Independent OFEPATORStatus OFEPATORshall bean independent OFHP4TORand nothing contained in thisAgreement shall beconstrued to createa joint ventureor partnership by or among CITY and OFEFATOFR nor shall OFEPATORhold itself out as or be considered an agent or employeeof CITY. Artide XXI . BVTI REAGR®VI ENT. ThisAgreement, together with theoperating memoranda, if any, embodiesand constitutesthe soleand entireagreement between theparties. There are no terms, obligations, covenantsor conditions between the parties other than as contai ned herein. /-57re,M",XV1IN`A1[9? Any party may change its address by providing notice of such change to the other parties asset forth above. Artide XXI11. ATTORNEY'S FSS If any action, proceeding or arbitration arising out of or relating to this Agreement is commenced by either party, the prevailing party shall be entitled to receive from the other party in addition to any other relief that maybe granted, the reasonable attorney's fees, costs and expense incurred in the action, proceeding or arbitration by the prevailing party. Executed as of the day and year fi rst above stated. 112111 Lei 09 Title CITY OF LODI By: Qty Manager Date: Attest: City Clerk Approved astoform: Qty Attorney Page 12 of 12 Nazi MINNINNIN = 90129010 5242 9 WOM11 0 Z NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a one-year on-site Catering Agreement at Hutchins Street Square with Wine Valley Catering, Inc. Dated: April 7, 2004 I hereby certify that Resolution No. 2004-59 was passed and adopted by the City Council of the City of Lodi in a regular meeting held April 7, 2004, by the following vote: AYES: COUNCIL MEMBERS — Beckman, Hitchcock, Howard, Land, and Mayor Hansen NOES: COUNCIL MEMBERS — None cam, ,� �- ��? <G :�- SUSAN J. BLACKSTON City Clerk