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Personal Touch Dining; 2015-02-18;
AMENDMENT NO. 2 TO AGREEMENT FOR WEDDING AND SPECIAL EVENT MANAGEMENT SERVICES BETWEEN THE CITY OF CARLSBAD AND PERSONAL TOUCH DINING, INC. A} This Amendment No. 2 is entered into and effective as of the '.lolAlvday of o'1<J,ol\,\o 6 C:: , 20ti., extending and amending the agreement dated Feb. 18, 2015 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Personal Touch Dining, a corporation, ("Contractor") (collectively, the "Parties") for all- inclusive wedding and special event management services at Leo Carrillo Ranch Historic Park. RECITALS A. On June 21, 2018, the Parties executed Amendment No. 1 to specifically include a payment schedule for wedding and special event management services rendered at the recently restored stable, chicken coop, and corral area; and B. The Parties desire to alter the Agreement's scope of work to update the payment schedule to the City of Carlsbad for events booked during the next five years; and C. The Parties desire to extend the Agreement for a period of five years pursuant to section 2.0 of the Agreement; and D. The Parties have negotiated and agreed to an amended payment schedule to the City of Carlsbad, which is attached to and incorporated herein by this reference as Exhibit "A." NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as it may have been amended from time to time, is hereby extended for a period of five years ending on Feb. 17, 2025. 2. Exhibit "A" of the Agreement is amended to reflect an updated payment schedule under which Contractor will pay City for all events associated with Leo Carrillo Ranch Historic Park under the Agreement, as shown in the attached Exhibit "A." 3. All other provisions of the Agreement, as it may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as it may have been amended from time to time, will include coverage for this Amendment. 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. City Attorney Approved Version 1 /30/13 CONTRACTOR ~~rnt ~f"O (print name/tite 11 <c utJ,-./l, & n uq c. ~ o ~ (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: erations Officer, Deputy City Ma a r, or Department Director as Authorized by the City Manager ATTEST: n fl:L· J. U ik BARBARA ENGLESON II I\ r City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY 0ef: c;&m~/ City Attorney Approved Version 1 /30/13 2 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of C:, AN DTE Gr o On Io / 3 o / 1o l Cf before me, .............,__,,._.....,R_'-==-v ........ A....,,.,......:A.,.c....,....;;---=--l/L...L..-..+~N~---1,,--L-,'-'-R...;:;...'-l..:...........:P_u [5 Lr C Here insert name a tit e a the a 1cer personally appeared rR..A l'-1 z~ f1 k 6 ~ 1'1 IC H tl El < ON/oN who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)Jg/are subscribed to the within instrument and acknowledged to me that ~/spe/they executed the same in ~/l)e'r/their authorized capacity(ies), and that by l)is/l)er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. i.:::·" · co!~~~~~~~1fo36 l WITNESS my I seal. ~ _, •. -. · NOTARY PUBLIC -CALIFORNIA ~ <( 11,t;-SAN DIEGO COUNTY s ~ . . commission Exrires April 6, 20.22 _ ' t•"'-"'•''-"''";;:::~.,vvv,,,,.,v,.,v~~,--.,~,~ Notary Public Sign (Notary Public Seal) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached document) (Title or description of attached document continued) Number of Pages __ Document Date ___ _ CAPACITY CLAIMED BY THE SIGNER □ Individual (s) □ Corporate Officer (Title) □ Partner(s) □ Attorney-in-Fact □ Trustee(s) □ Other _________ _ 2015 Version www.NotaryClasses.com 800-873-9865 INSTRUCTIONS FOR COMPLETING THIS FORM This form complies with current California statutes regarding notmy wording and, if needed, should be completed and attached to the document. Acknowledgments from other states may be completed for documents being sent to that state so long as the wording does not require the California notary to violate California notary law. • State and County infonnation must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they, is /are) or circling the correct forms. Failure to correctly indicate this infomiation may lead to rejection of document recording, • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines, If seal impression smudges, re-seal if a sufficient area permits, othetwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. ❖ Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document ❖ Indicate title or type of attached document, number of pages and date. ❖ Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document with a staple. EXHIBIT "A" SCOPE OF SERVICES AND FEE Payment based per event, on date of booking. Proposed Payment Schedule to City of Carlsbad 2020-2024 Hacienda Wedding or Event 2020 2021 2022 2023 2024 Monday -Thursday $1,721.00 $1,773.00 $1,826.00 $1,881.00 $1,937.00 Friday $2,869.00 $2,955.00 $3,044.00 $3,135.00 $3,229.00 Saturday $3,442.00 $3,545.00 $3,651.00 $3,760.00 $3,873.00 Sunday $2,295.00 $2,364.00 $2,435.00 $2,508.00 $2,533.00 Stable Wedding or Event Monday -Thursday 2020 2021 2022 2023 2024 Friday $2,065.00 $2,127.00 $2,190.00 $2,256.00 $2,324.00 Saturday $2,721.00 $2,803.00 $2,887.00 $2,974.00 $3,063.00 Sunday $1,574.00 $1,621.00 $1,667.00 $1,717.00 $1,768.00 2020 2021 2022 2023 2024 Hourly Meeting Rate for Hacienda or Stable $344.09 $354.54 $365.17 $376.13 $387.41 City Attorney Approved Version 1/30/13 3 PERSTOU-01 CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 9/19/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Wateridge Insurance Services 10717 Sorrento Valley Road San Diego, CA 92121 INSURED Personal Touch Dining, Inc. 9950 Scripps Lake Drive #102 San Diego, CA 92131 COVERAGES CERTIFICATE NUMBER· 452-6004 e.com l----------'l"'-NS,,.,U""R"'-E'-"RSlAFFO"'R-'-'D"'IN,_,,G,_,C,_,,O'-'-VE,,,RA_,,,,,G,,_E _____ -4-_..,_,Ne:,.Al'-"C-"'#-~ INSURER A: Ohio Securi Insurance Co. 24082 INSURER B: Hartford Accident & lndemnit Ins Co 22357 INSURER c : National Union Fire Ins Co of 19445 INSURER D: Markel Insurance Com an 38970 INSURER E: INSURER F: REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE .~.~J>~ 1~!:W~ POLICY NUMBER .. ~C>LICY EFF POLICY EXP LIMITS I Tl> A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE • 1,000,000 -~ CLAIMS-MADE [RJ OCCUR R~tg.tr9~~ENTED 1,000,000 ,__ X BKW (20) 58 20 83 16 9/23/2019 9/23/2020 ~ MEO EXP CAnv one oersonl $ 15,000 -PERSONAL & ADV INJURY • 1,000,000 -2,000,000 A'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY □ 'j(fr □ LOC PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER· $ B AUTOMOBILE LIABILITY ~~f':!~~~~.;SINGLE LIMIT $ 1,000,000 -X ANY AUTO 72 UEC HD8272 7/8/2019 7/8/2020 BOOIL Y INJ11RY 'Per =rson1 • -OWNED -SCHEDULED AUTOS ONLY -AUTOS 8"~11 Y IN "'0 Y IPe< -idenll • --~&1¥WsoNLY -~8fti~W'J~ rp~?:i~?AMAGE $ • C UMBRELLA LIAB ~ OCCUR EACH °"CIIRREN"E $ 1,000,000 -X EXCESS LIAB CLAIMS-MADE EBU 013299027 7/22/2019 7/22/2020 AGGRE"ATE $ 1,000,000 OED I I RETENTION $ • D WORKERS COMPENSATION XI ~~~TIIT~ I I 9."tH· AND EMPLOYERS' LIABILITY Y/N MWC013991601 1/1/2019 1/1/2020 1,000,000 NfY PROPRIETOMARTNERIEXECUTIVE □ E.L. EACH ACCIDENT $ fl.ft~~i~,~~m EXCLUDED? NI A 1,000,000 E.L. DISEASE -EA EMPLOYE• • ii;~~r~ ~~PERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 A Liquor Liability BKW (20) 58 20 83 16 9/23/2019 9/23/2020 Limit 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Addlllonol Remarks Scheduleltc' be otloched II more space is '"it'"<lf RE: LEO CARRILLO RANCH HISTORIC PARK, 6200 FLYING LEO CARRILLO LAN , ARLSBAD, CA 92009. TH Cl Y OF CARLSBAD, ITS OFFICERS, OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS AND LEO CARILLO RANCH ARE NAMED AS ADDITIONAL INSURED WITH RESPECTS TO GENERAL LIABILITY PER ATTACHED. CERTIFICATE HOLDER CITY OF CARLSBAD PARKS & RECREATION DEPTARTMENT LEO CARRILLO RANCH 799 PINE AVENUE, STE 200 CARLSBAD, CA 92008 ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ✓ / / Policy Number: BKW (20) 58 20 83 16 COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUBJECT ~ !!!!!!!!!!!!!!! iiiiiiiii NON-OWNED AIRCRAFT ----;;;;;;;;a NON-OWNED WATERCRAFT -PROPERTY DAMAGE LIABILITY -ELEVATORS -;;;;;;;;;;;;;;; -EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) MEDICAL PAYMENTS EXTENSION EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT PRIMARY AND NON-CONTRIBUTORY-ADDITIONAL INSURED EXTENSION ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT LIBERALIZATION CLAUSE BODILY INJURY REDEFINED EXTENDED PROPERTY DAMAGE WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2 2 2 2 3 3 3 5 6 6 7 7 7 7 7 8 8 Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: · (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY -ELEVATORS 1. Under Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not Include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV -Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1 ), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section Ill -Limits of Insurance. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section Ill -Limits Of Insurance. 2. Paragraph 6. under Section Ill -Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permIssIon of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) -Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to con~ents of such premises that are Included In your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I -Coverage C -Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments -Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II -Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization Is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: However: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV -Commercial General Liability Condi- tions. © 2013 Liberty Mutual Insurance CG 88 10 0413 Includes copyrighted material of Insurance Services Office, Inc., with its pennlssion. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I -Coverage A -Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section Ill -Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/ MALPRACTICE WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II -Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or falling to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II -Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there Is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV -Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV -Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section II -Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. 0. BODILY INJURY REDEFINED Under Section V -Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV -Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 8 AMENDMENT NO. 1 TO AGREEMENT FOR WEDDING AND SPECIAL EVENT MANAGEMENT SERVICES PERSONAL TOUCH DINING This ~mendment No. 1 is entered into and effective as of the Zhl day of < ~ , 20_13, amending the agreement dated Feb. 18, 2015 (the "Agreementlby and between the City of Carlsbad, a municipal corporation, ("City"), and Personal Touch Dining, a corporation, ("Contractor") (collectively, the "Parties") for all-inclusive wedding and special event management services at Leo Carrillo Ranch Historic Park. RECITALS A. The Parties desire to alter the Agreement's scope of work to specifically include a payment schedule for wedding and special event management services rendered at the recently restored stable, chicken coop, and corral area; and B. The Parties have negotiated and agreed to a supplemental scope of work and payment schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Payment Schedule to the City of Carlsbad. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Exhibit "A" of the Agreement is amended to add the payment schedule for 2019 wedding and special event management services at the stable, chicken coop, and corral area as shown in the attached Exhibit "A". 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. II II II II II II II II II II II City Attorney Approved Version 9/27/16 CONTRACTOR ;; BY: /i_ // -- (sign here) J?/7, e u A.Q::{ C, o 1,, ... (print name/title) (sign here) -~~M Zorn Li-c Fo \ (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ( fz~ity Manager -~ If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY~ ~ey City Attorney Approved Version 9/27/16 2 EXHIBIT "A" SCOPE OF SERVICES AND PAYMENT SCHEDULE TO THE CITY OF CARLSBAD Provide all-inclusive wedding and special event management services at the stable, chicken coop, and corral area of Leo Carrillo Ranch Historic Park. The payment schedule below pertains only to the stable, chicken coop, and corral area, as an additional wedding and special event venue within Leo Carrillo Ranch Historic Park. Payment is based per event booking: Day of event Friday Saturday Sunday 2019 $2,085 $2,642 $1,528 City Attorney Approved Version 9/27/16 3 ~ PERSON1 OPID·f"'? ACORD· CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDNYYY) ~-06/14/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 858-452-2200 ~R~iAcT Heather Wirsig Wateridge Insurance Services wii~, Ext): 858-452-2200 j ~~-No): 858-200-3390 10717 Sorrento Valley Rd. San Diego, CA 92121 ~~cf~~ss: Hwirsig@watendge.com Hulquist Insurance Svcs.,lnc. INSURERrSl AFFORDING COVERAGE NAIC#- INsuRERA: Ohio Securitv Insurance Co. 24082 INSURED Personal Touch Dining, Inc. INSURERB :American Fire & Casualty Ins. 24066 9950 Scripps Lake Drive #102 San Diego, CA 92131 1NsuRERc:Oak River Insurance Co 34630 INSURERD: INSURERE: INSURERF: COVERAGES CERT1i:1rATE NUMBl=R: REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. l~SR TYPE OF INSURANCE ADDL ~t POLICY NUMBER POLICYEFF POLICY EXP LIMITS TR INSD CMM/DDNYYYl CMM/DDNYYYl A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -D CLAIMS-MADE CK] OCCUR DAMAGE TO RENTED 1,000,000 y BKS (18) 58 20 8316 09/23/2017 09/23/2018 PREMISES I Ea occurrence\ $ MED EXP (Any one person) $ 15,000 - PERSONAL & ADV INJURY $ 1,000,000 -2,000,000 ~r AGGRE0 L~~~ AP0 PER GENERAL AGGREGATE $ POLICY JECT LOC PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER $ B ~OMOBILE LIABILITY COMBINED SINGLE LIMIT (F-a acc1rlenl\ $ 1,000,000 X ANY AUTO BAA (18) 57 02 57 53 07/08/2017 07/08/2018 BODILY INJURY (Per person) $ >--OWNED ~ SCHEDULED -AUTOS ONLY r--AUTOS BODILY INJURY !Per accIdentl $ ~GFfc?soNLY NON-OWNED PROPERTY DAMAGE $ -~ AUTOS ONLY (Per acc,denll $ B UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 1,000,000 - X EXCESS LIAB CLAIMS-MADE ESA (18) 58 20 8316 09/23/2017 09/23/2018 AGGREGATE $ 1,000,000 OED I I RETENTION $ $ C WORKERS COMPENSATION XI ~~fTUTE I I OTH-AND EMPLOYERS' LIABILITY ER Y/N PEWC914761 01/01/2018 01/01/2019 1,000,000 ANY PROPRIETOR/P ARTNERIEXECUTIVE D EL. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory in NH) EL DISEASE· EA EMPLOYEE $ If yes, describe under $ 1,000,000 DESCRIPTION OF OPERATIONS below EL DISEASE -POLICY LIMIT A Liquor Liability BKS (18) 58 20 8316 09/23/2017 09/23/2018 Limit 1,000,000 Commercial Appli DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THE CITY OF CARLSBAD, ITS OFFICERS, OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS AND LEO CARILLO RANCH ARE NAMED AS ADDITIONAL INSURED WITH RESPECTS TO GENERAL LIABILITY PER ATTACHED. RE: LEO CARRILLO RANCH HISTORIC PARK, 6200 FL YING LEO CARRILLO LANE, CARLSBAD, CA 92009. CERTIFICATE HOLDER CANCELLATION CITYCAR SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF CARLSBAD PARKS & RECREATION DEPTARTMENT LEO CARRILLO RANCH 799 PINE AVENUE, STE 200 ACORD 25 (2016/03) AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD BKS (18) 58 20 83 16 COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUBJECT NON-OWNED AIRCRAFT NON-OWNED WATERCRAFT PROPERTY DAMAGE LIABILITY -ELEVATORS EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) MEDICAL PAYMENTS EXTENSION EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT PRIMARY AND NON-CONTRIBUTORY-ADDITIONAL INSURED EXTENSION ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT LIBERALIZATION CLAUSE BODILY INJURY REDEFINED EXTENDED PROPERTY DAMAGE WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2 2 2 2 3 3 3 5 6 6 7 7 7 7 7 8 8 Page 1 of 8 ~ - ----= - With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and ~ (b) Not being used to carry persons or property for a charge. ~. ,. C. PROPERTY DAMAGE LIABILITY -ELEVATORS 1. Under Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV -Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I -Coverage A-Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (31 and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section Ill -Limits of Insurance. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 8 0 a, b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section Ill -Limits Of Insurance. 2. Paragraph 6. under Section Ill -Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with perm1ss1on of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) -Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I -Coverage C -Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments -Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II -Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily inJury'' or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or © 2013Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 8 -- '5 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily inJury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: However: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (bl The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work'' out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV -Commercial General Liability Condi- tions. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I -Coverage A -Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily 1nJury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work'' out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever 1s less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY ANO NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section Ill -Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/ MALPRACTICE WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II -Who Is An Insured is replaced with the following: (1) "Bodily inJury" or "personal and advertising injury'': (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (bl above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 8 advertising injury'' arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II -Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury'' arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV -Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section N -Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an agent, seNant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section II -Who Is An Insured or a person \~ho has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. 0. BODILY INJURY REDEFINED Under Section V -Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury'' means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. - Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU -==== Under Section IV -Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 8 WEDDING AND SPECIAL EVENT MANAGEMENT SERVICES AGREEMENT THIS WEDDING AND SPECIAL EVENT MANAGEMENT SERVICES AGREEMENT ("Agreement") is made and entered into this /^"^ day of fk^hrotxru , 2015 ("Effective Date") by and between the CITY OF CARLSBAD, a municipal brporation, ("City"), and Personal Touch Dining, a corporation, (hereinafter referred to as "Personal Touch Dining" or "Contractor"). RECITALS A. WHEREAS, the City of Carlsbad, a municipal corporation, is the owner of Leo Carrillo Ranch Historic Park located in the City of Carlsbad, California; and B. WHEREAS, the City seeks the services of a vendor who is capable and experienced in providing all-inclusive wedding and special event management services at a unique or historical venue; and C. WHEREAS, Personal Touch Dining was selected through a competitive bidding process to provide all inclusive wedding and special events management services, at Leo Carrillo Ranch Historic Park, located in the City of Carlsbad, California, consisting of open park land, various historic structures and park amenities; and D. WHEREAS, the City desires to exclusively utilize the services of Personal Touch Dining to provide and manage weddings and special event management services at Leo Carrillo Ranch Historic Park upon the terms and conditions set forth in this Agreement; and NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the City and Personal Touch Dining hereby agrees as follows: ARTICLE I DEFINITIONS As used in this Agreement, the following terms shall have the respective meanings indicated below: 1.0 Wedding and Special Event Management Services Operations Standards. The written maintenance standards as set forth in Exhibit "B", as modified from time to time by mutual written agreement ofthe parties. 1.1 Operating Year. An Operating Year shall be a calendar year commencing on Jan. 1 and continuing through Dec. 31. 1.2 Termination Date. The date this Agreement shall terminate pursuant to Article V below or at the conclusion of the Management Term, whichever event shall occur first. ARTICLE II WEDDING AND SPECIAL EVENT MANAGEMENT SERVICES 2.0 Term. This wedding and special event management services Agreement shall commence on {hhrJOuru CS^^Oi^ and terminate on fdyrUCKrcj \lj<SiC>^Q ("Management Term"). Tne Management Term may be extended for one additional five year period upon mutual written agreement ofthe parties. 2.1 Wedding and Special Event Management Services. The City hereby contracts with Personal Touch Dining, during the Management Term, to manage, operate, and provide wedding and special events services, pursuant to the terms of this Agreement, at Leo Carrillo Ranch Historic Park. Personal Touch Dining agrees it shall, pursuant to the terms of this Agreement as set forth in this Section 2.1 and in the subsequent sections, manage, operate, and provide the following wedding and special events services at Leo Carrillo Ranch Historic Park: (a) provide full service or catered wedding and special event management services, with right of first refusal to provide food service for city sponsored events; (b) manage and supervise all day-to-day operations associated with wedding and special event management services including communications, marketing, reservations, set up, breakdown, equipment rental, disc jockey, acoustic music providers, floral, photography, and food and beverage; (c) annually set rental fees and fees and charges for other uses and items charged to customers (collectively referred to as "Venue Fees"); and said Venue Fees shall be reviewed and approved annually by the Parks & Recreation Director or designee; (d) hire, train, and supervise all employees required to carry out the wedding and special event management services; (e) acquire all goods and services necessary to carry out the wedding and special event management services; (f) acquire all necessary regulatory licenses and permits for the operation including, without limitation, those licenses/permits related to food preparation; (g) manage all wedding and special event reservations; (h) manage all wedding and special event management services marketing and promotional activities and customer service relations; (i) manage wedding and special event management services accounting and payroll procedures and functions; and (j) prepare Annual Plans and Reports as set forth in this Agreement. The City agrees that it will cooperate, but shall not be required to assist Personal Touch Dining in its efforts to carry out its duties under this Agreement. 2.2 Annual Plan Preparation and Approval. Annually on or before Oct. 1 of each year. Personal Touch Dining shall submit to the City the Annual Plan for wedding and special event management services for the next Operating Year ("Annual Plan"). The Annual Plan shall include (1) advertising, sales, marketing and business promotion; (2) standards of care; (3) recommendation for all Venue Fees and charges; and (4) identify available booking dates for the next two Operating Years. The Annual Plan shall be reviewed and approved by the City. it is contemplated by the parties that the draft Annual Plan will be submitted to the City not later than 60 days before Oct. 1. If the City fails to either approve the Annual Plan within said 60 day period or to advise Personal Touch Dining in writing of its objection(s) to the Annual Plan within such period, then the City shall be deemed to have disapproved the Annual Plan as submitted. In the event of a dispute with regard to the Annual Plan, pending the resolution of such dispute. Personal Touch Dining shall continue to manage, operate, and provide wedding and special event services in accordance with the terms of this Agreement. Personal Touch Dining shall comply, to the extent reasonably and commercially practicable, with the approved Annual Plan. However, the City agrees that the Annual Plan is intended to be an objective and reasonable estimate. The City acknowledges that the Annual Plan is intended to set forth objectives and goals based upon Personal Touch Dining's judgment and the facts and circumstances known by Personal Touch Dining at the time of preparation and that Personal Touch Dining has not made any guarantee or warranty concerning or relating to the Annual Plan. 2.3 Quarterly Review of Annual Plan. Every three months, the City and Personal Touch Dining wedding and special event services manager shall meet and discuss operations and operating results, and the parties shall agree in writing upon any amendments or revisions to the Annual Plan which take into consideration variables or events that did not exist, or could not be anticipated by Personal Touch Dining or City, at the time the Annual Plan was approved. The Annual Plan and any material amendments or revisions to the Annual Plan shall require the written approval ofthe City. 2.4 Additional Responsibilities of Personal Touch Dining. Without in any way limiting Personal Touch Dining's right to manage, operate and provide wedding and special events management services in accordance with the terms of this Agreement, Personal Touch Dining shall, in addition to other obligations and responsibilities set forth in this Agreement, perform the following services, or cause the same to be performed for Leo Carrillo Ranch Historic Park: (a) Assume, manage and honor the terms of all existing reservations in 2015 and 2016 for a fee paid to Personal Touch Dining by the City; (b) Upon termination or expiration of this Agreement, Personal Touch Dining shall cooperate in transferring all licenses, permits and accreditations in the name of Personal Touch Dining to the City as permitted by law; (c) Implement a communications, marketing, advertising, and promotional plan for wedding and special event management services within ninety days of signing contract; (d) Indemnify, defend, and settle claims, lawsuits, and demands relating to the wedding and special event management services and wedding and special event management services personnel, and retain legal counsel (and pay legal fees and costs associated with indemnity and defend requirements) who under the direction of Personal Touch Dining will represent Personal Touch Dining and if named. City, its elected officials, officers, employees, agents, and volunteers, and wedding and special event management services on all questions relating to legal requirements, will indemnify and defend any claims or actions brought against Personal Touch Dining and if named. City, its elected officials, officers, employees, agents, and volunteers relating to or arising out ofthe wedding or special event management services or wedding and special event management services personnel, and will institute and defend any and all legal actions or proceedings as shall be reasonably necessary to collect Venue Fees, charges, rent, or other income for wedding and special event management services. Personal Touch Dining shall notify City and its City Attorney of any claims or lawsuits relating to Leo Carrillo Ranch Historic Park and wedding and special event management services within two business days after Personal Touch Dining receives notice of such claims or lawsuits. Any legal fees for outside counsel shall be paid by Personal Touch Dining. The City Attorney shall have the right to reasonably preapprove any legal counsel retained by Personal Touch Dining to indemnify and defend Personal Touch Dining and if named. City, its elected officials, officers, employees, agents, and volunteers in connection with such matters. For all claims naming the City and its elected officials, officers, employees, agents, and volunteers. Personal Touch Dining shall cooperate with the City Attorney who at his/her discretion may elect to represent the City, retain outside counsel to represent the City, its elected officials, officers, employees, agents, and volunteers, or tender the defense to Personal Touch Dining for representation of City, its elected officials, officers, employees, agents, and volunteers. (e) During the Management Term, Personal Touch Dining shall: (1) maintain all calendars, books, records, and other data associated with the financial activities of wedding and special event management services, (2) prepare all operating budgets, cash flow budgets, and other financial projections and forecasts, and (3) be responsible for the day-to-day financial affairs of wedding and special event management services; and (f) In fulfilling its operational responsibilities hereunder. Personal Touch Dining shall have all rights ordinarily accorded to Personal Touch Dining in the ordinary course of business, including, without limitation, the collection of proceeds from the operation of wedding and special event management services, the approval and payment of obligations, and the negotiating and signing of leases and contracts. PERSONNEL 2.5 General. Personal Touch Dining shall employ all wedding and special event management services. Personal Touch Dining shall recruit, hire, train, discharge, promote, and supervise the management staff of the wedding and special event management services, and Personal Touch Dining shall supervise through the management staff the recruiting, hiring, training, discharge, promotion, and work of all other employees ofthe wedding and special event management services. All employees shall be properly trained and qualified for their positions. 2.5.1 Pre-Emplovment or Pre-Contracting Reference and Background Checks. With respect to all persons employed or contracted by Personal Touch Dining to perform wedding and special event management services under this Agreement, Personal Touch Dining shall ensure that pre-employment or pre-contracting reference and background checks have been conducted on all personnel regularly assigned to provide wedding and special event management services under this Agreement at Leo Carrillo Ranch Historic Park. Further, Personal Touch Dining shall be responsible for ensuring that federal, state and county of residence criminal background checks - via Livescan or equivalent means, as approved by the City, are conducted on all personnel regularly assigned to provide wedding and special event management services under this Agreement at Leo Carrillo Ranch Historic Park, prior to their commencement of wedding and special event management services under this Agreement. Personal Touch Dining shall exclude from any participation in the performance of this Agreement any person who has been convicted of any felony or any misdemeanor conviction arising out of any act of violence, assault, battery, weapons, or any act of theft, or are otherwise unqualified (e.g. having a permit or license to serve alcohol or food handler's permit suspended or revoke). In addition. Personal Touch Dining shall be responsible for ensuring that the aforementioned criminal background checks are performed annually on or before Apr. 1. Personal Touch Dining will abide by all applicable laws, rules and regulations including, but not limited to the Fair Credit Reporting act and/or any equal opportunity laws, rules, regulations or ordinances. Personal Touch Dining shall maintain paperwork to support its compliance with the above. (a) City shall have the right to audit background check data. I (b) City shall have the right to review and disapprove any personnel assigned to perform any ofthe wedding and special event management services required pursuant to this Agreement. (c) City shall have the unrestricted right to order the immediate removal of any person(s) assigned by Personal Touch Dining by giving oral or written notice to said person and Personal Touch Dining. (d) Personal Touch Dining personnel shall at all times while performing any of the services required under this Agreement comply with city's drug and alcohol policies then in effect. (e) Personal Touch Dining shall remove any person from performing any wedding and special event management services under this Agreement if said person is arrested and charged with either a misdemeanor or felony. 2.6 Wedding and Special Event Manager. Personal Touch Dining wedding and special event manager shall be responsible for the day-to-day management and operation of wedding and special event management services. The name and telephone number (both home and business) of the wedding and special event manager shall be provided, in writing, to the City and shall be current at all times. The wedding and special event manager shall be reasonably available during normal working hours to meet with the City. After normal working hours, the wedding and special event manager shall be reasonably available to appear at weddings and special events if deemed necesslary or called out by the City. 2.7 Publicity. Any commercial advertisements, press releases, articles, or other media information using City or City's name shall be subject to the prior written approval of the City, which approval may be granted or withheld in the City's sole and absolute discretion. 2.8 Specific Operating Standards. In addition to the more generaj responsibilities of Personal Touch Dining as operator of wedding and special event management services as provided in this Article II, Personal Touch Dining shall operate and offer wedding and special event management services in accordance with the operating standards (Exhibit B) consistent with the Annual Plan (Exhibit A). 2.9 Wedding and Special Event Management Services Hours of Operation. Pursuant to the conditional use permit, events are permitted at Leo Carrillo Ranch Historic Park until 10 p.m. on Friday and Saturday nights, and until 8 p.m. Sunday through Thursday. FEES AND CHARGES 2.10 Setting of Venue Fees. Personal Touch Dining shall annually set the amount for Venue Fees and charges for wedding and special event management services, including, but not limited to site rental fees, food, beverage, equipment rentals, photography, disc jockey, wedding coordination, etc. All fees, charges, and prices at Leo Carrillo Ranch Historic Park set by Personal Touch Dining shall be comparative and competitive with other first class wedding and special event sites, and shall be approved in advance by the Parks & Recreation Director or designee. All Venue Fees and charges shall be set first to ensure coverage of wedding and special event management services, ensure a return to the city in an amount consistent with the annual amount listed in the proposed payment schedule to the City of Carlsbad, and provide a benefit to residents of Carlsbad. The wedding and special event management Venue Fees shall be included in the Annual Plan (Exhibit A). 2.11 Citv Use Day. The City shall have the right to designate dates and times for its exclusive special event use of Leo Carrillo Ranch Historic Park and shall provide these dates to Personal Touch Dining within ninety (90) days of the date of this Agreement and thereafter, approximately two years in advance so they may be included in the Annual Plan. The City may also use Leo Carrillo Ranch Historic Park for special events that do not conflict with events scheduled by Personal Touch Dining as needed. 2.12 Food and Beverage Operations. Personal Touch Dining shall comply with all requirements of state and local law governing the sale and distribution of alcoholic beverages. Personal Touch Dining shall obtain and maintain all permits from all governmental agencies having jurisdiction for all food and beverage operations at Leo Carrillo Ranch Historic Park, and shall comply with all health law and regulations as existing or as may be established by the federal, state, county, and city governmental agencies. All food service employees shall possess valid food handler cards, and a copy of these cards shall be maintained. Personal Touch Dining, for all food and beverage employees, shall comply with all applicable codes and regulations as relates to tuberculosis and other health and disease testing - as now or hereafter required by applicable law. 2.13 Office Operations. Personal Touch Dining shall employ sufficient administrative staff to permit Personal Touch Dining to competently perform their obligations under this Agreement. Upon the City's written request. Personal Touch Dining shall provide the City with a written job description for each wedding and special event management position. The City shall keep these job descriptions in strict confidence, subject only to applicable public records disclosure laws. 2.14 Safety and Security. All wedding and special event management services, at Leo Carrillo Ranch Historic Park, shall comply with all safety regulations of federal, state, and local governmental agencies, including without limitation any requirements imposed by California Labor Code Section 6300 et seq. and regulations promulgated with respect thereto, and applicable federal occupational, health, and safety laws and regulations. Personal Touch Dining shall take all reasonable actions to protect the safety of all wedding and special event management services employees and customers. All records relatingto wedding and special event management services in accordance with this Agreement shall be kept in fireproof files and made available to the City upon request. 2.15 Contracts and Agreements. Personal Touch Dining shall negotiate, consummate, enter into, and perform such agreements as Personal Touch Dining may deem necessary or advisable for the furnishing of all food, beverages, concessions, entertainment, operating supplies, equipment, repairs and other materials and services as Personal Touch Dining determines are needed from time to time for the management and operation of wedding and special event management services. 2.16 Alterations to Buildings. Amenities and Grounds. Personal Touch Dining shall not make any alterations, additions, or changes to the exterior appearance or the structural nature of any buildings, amenities, landscape or grounds located at Leo Carrillo Ranch Historic Park without the prior written consent ofthe City. The replacement cost or repair of any loss or damage to Leo Carrillo Ranch Historic Park buildings, amenities, landscape, or grounds, excluding reasonable wear and tear, that occurs as part of or arising out of Personal Touch Dining's wedding and special event management services shall be the sole responsibility of Personal Touch Dining. The City will notify Personal Touch Dining in writing within five calendar days or upon reasonable discovery, of any loss or damage to Leo Carrillo Ranch Historic Park buildings, amenities, landscape or grounds that occurs as part of or arising out of Personal Touch Dining's wedding and special event management services. 2.17 Venue Standards. The parties acknowledge and agree that Leo Carrillo Ranch Historic Park wedding and special event management services shall be operated as a first class wedding and special event venue. As used herein, "first class wedding and special event venue" shall mean a venue comparable to the following venues in San Diego County: The Crossings at Carlsbad - Carlsbad; Twin Oaks Garden Estate - San Marcos; Green Gables Wedding Estate - San Marcos; San Diego Botanic Gardens - Encinitas; Rancho Los Cerritos - Long Beach; and the Lodge at Torrey Pines - La Jolla, as they existed on the Effective Date of this Agreement. 2.18 City Inspection and Evaluation. At anytime during the term of this Agreement, the Parks & Recreation Director or designee shall inspect some or all of the weddings or special events held at Leo Carrillo Ranch Historic Park for purposes of compliance with the wedding and special event management Annual Plan. In conducting such inspection and evaluation, the Parks & Recreation Director or designee shall complete a wedding and special event management services evaluation form (Evaluation Form), or applicable portions thereof, and shall promptly thereafter provide Personal Touch Dining a copy of the completed Evaluation Form or applicable portion thereof. City agrees that the Parks & Recreation Director or designee shall act reasonably and in good faith in making the determination of whether the wedding and special event management services Annual Plan, or applicable portion thereof, have been met. The wedding and special event management Annual Plan and Contractor's performance of the Annual Plan shall be rated as "Acceptable," "Needs Improvement," and "Unacceptable." If Personal Touch Dining has a rating below "Acceptable," Personal Touch Dining shall correct the deficiency items within seven (7) calendar days after the receipt of the wedding and special event management services Evaluation Form. City may terminate this Agreement if Contractor fails to correct the deficiency items within the proscribed time period. When a Deficient Item has been satisfactorily corrected in the judgment of the City, the City and the wedding and special event manager shall each sign the Notice acknowledging completion ofthe corrective action. 2.19 Deficiency Items - Results of Personal Touch Dining Failure to Take Corrective Action. If Personal Touch Dining obtains an overall rating of "Unacceptable," or fails to take action to timely correct any Deficiency Item(s), the Agreement may be terminated. ARTICLE III INSURANCE REQUIREMENTS AND INDEMNITY 3.0 Forthe duration of this Agreement, Personal Touch Dining shall procure and maintain, at a minimum, the following types and amounts of insurance and coverage as described in this Article III: 3.1 Types of Coverage: (a) Workers' Compensation. Coverage in compliance with the Workers' Compensation Laws ofthe State of California providing all statutory benefits and covering all wedding and special event management services employees who are Personal Touch Dining employees. (b) Commercial General Liability. (1) Coverage shall include all premises and operations, including but not limited to, bodily injury, property damage, personal injury, liquor liability, independent contractors, products and completed operations and contractual liability. The applicable limits of liability shall be the minimum combined single limit of $2,000,000 per occurrence. (2) The City, and its officers, officials, employees, agents, and volunteers, and the City of Carlsbad, its officers, officials, employees, agents and volunteers, and any other parties to which the City is required to have named as additional insured on insurance related to the wedding and event management services (provided that such parties are identified in writing to Personal Touch Dining), shall be named as an additional insured as respects liability arising out of work or operations performed by or on behalf of Personal Touch Dining. (c) Automobile Liability. Automobile Liability coverage shall apply to all automobiles, trucks and other motor vehicles utilized or controlled by Personal Touch Dining in connection with the Agreement, and shall include all owned, hired and non-owned vehicles in the amount of $1,000,000 combined single limit per occurrence. (d) Umbrella or Excess Liability Coverage. The coverage required above may be satisfied through a combination of primary and umbrella or excess liability coverage. 3.2 Other Insurance Provisions; (a) All insurance as is afforded under this Agreement shall be primary and without right of contribution from any other policies that are carried or are self-insured by the City or by any additional insured with respect to their interest in wedding and special event management services. Further, such insurance shall expressly provide that all the provisions thereof, except limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. (b) City shall be named as additional insureds on all policies on which each is not named as a primary insured to the extent allowed by law. (c) Within ten (10) business days after execution of this Agreement, Personal Touch Dining will furnish certificates of insurance and endorsements to City evidencing compliance with the insurance requirements in this Agreement. City has the right to review and request modification of certified policies as reasonably necessary. Each certificate and endorsement shall be subject to reasonable approval by City and shall provide that such policy shall not be subject to material alteration to the detriment of City or Personal Touch Dining or cancellation without thirty (30) days' notice in writing to be delivered by registered mail to City. Should any policy expire or be canceled before the expiration of this Agreement and Personal Touch Dining fails to immediately procure other insurance as specified. City reserves the right, but shall have no obligation, to procure such insurance at Personal Touch Dining's expense. (d) Insurance required under this Agreement shall be maintained with California admitted insurers that carry a minimum Best's Rating of A-VII. If a carrier is non- admitted, a minimum Best's Rating of A-X shall be required. Coverage shall be from a surety or insurance company reasonably acceptable to City. 3.3 Insurance Maintained by Personal Touch Dining. The parties acknowledge and understand that as ofthe Effective Date the following applies to insurance maintained by Personal Touch Dining: (a) Five Thousand Dollars ($5000.00) deductible per occurrence for property damage insurance, (b) ZERO Dollars ($0.00) self-insured retention per occurrence for commercial general liability insurance and automobile liability insurance, and (c) ZERO Dollars ($0.00) participation in loss limits (which is comparable to self- insurance) per accident for workers compensation insurance. Personal Touch Dining shall notify City in writing at least thirty (30) days prior to any increase in the deductible amount or self-insured or self-assumed amounts for the insurance coverage maintained by Personal Touch Dining under this section. The City shall have the right to approve an increase in the amount of any deductible. INDEMNIFICATION. 3.4 (a) Personal Touch Dining Indemnification. Personal Touch Dining agrees to defend, indemnify, and hold harmless City and City's officers, elected officials, members, employees, agents, representatives, and volunteers from and against any and all claims, demands, actions, lawsuits, proceedings, damages, liabilities, judgments, penalties, fines, expert witness fees, attorneys' fees, costs, and expenses, which results from or is connected with one or more ofthe following: (1) Any act or omission by Personal Touch Dining or any shareholder, director, officer, or employee of Personal Touch Dining in connection with Personal Touch Dining performance under this Agreement that constitutes negligence or willful misconduct; or (2) Any action taken by Personal Touch Dining relating to wedding and special event management services: (i) that is expressly prohibited by this Agreement or any federal, state or local law; (ii) that is not within the scope of Personal Touch Dining duties under this Agreement; or (iii) that is not within Personal Touch Dining delegated authority under this Agreement. (3) Personal Touch Dining defense and indemnification obligations under this Section shall not apply to claims arising out of the sole negligence or willful misconduct of City or City's officers, elected officials, members, employees, agents, representatives, or volunteers. (b) Survival. The defense and indemnification obligations of Personal Touch Dining contained in this section shall survive the expiration or termination of this Agreement. 3.5 Compliance with Environmental Law. In performing its responsibilities under this Agreement, Personal Touch Dining shall comply with all federal, state, and local laws and regulations pertaining to the storage, use, and disposal of "hazardous or toxic wastes, substances, or materials" as defined by applicable law. ARTICLE IV PAYMENTS DURING MANAGEMENT TERM. 4.0 Forms of Personal Touch Dining Payment. Personal Touch Dining shall pay City for the exclusive right to offer full service wedding and special event management services at Leo Carrillo Ranch Historic Park. 4.1 Fixed Management Payment. During the Management Term, Personal Touch Dining shall guarantee payment to the City consistent with the annual amount listed in the proposed payment schedule on a quarterly basis on the last day of month (April, July, Oct., and Jan.). 4.2 Payment for Existing Events. The City will compensate Personal Touch Dining for the management, staffing and coordination of existing events currently booked by the City at Leo Carrillo Ranch Historic Park in 2015 and 2016. The fee paid to Personal Touch Dining will be equal to the total staffing and security fee charged to the customer, or $830 (whichever is greater) by the City per the signed Park and Facility Use Agreement with the City for each event. Personal Touch Dining may work directly with existing customers, for no payment to the City, to provide additional products or services if desired by all parties. The original terms of the Park and Facility Use Agreement shall be honored by the City and Personal Touch Dining so as to minimize any disruption in the transition of wedding and special event management services for existing customers. Personal Touch Dining may submit an invoice for management services for the previous week's events (if any) on a weekly basis to the City for authorization and processing. ARTICLE V TERMINATION RIGHTS. 5.0 Termination by City. In addition to any other rights of the City to terminate this Agreement that are set forth in this Agreement, the City shall also have the right to terminate this Agreement upon the occurrence of any ofthe following events: (a) Personal Touch Dining fails to keep, observe or perform any material covenant, agreement, term or provision of this Agreement, and such default continues for a period of ten days after written notice of such default by City to Personal Touch Dining. (b) (i) Personal Touch Dining applies for or consents to the appointment of a receiver, trustee or liquidator of Personal Touch Dining or of all or a substantial part of its assets; (ii) Personal Touch Dining files a voluntary petition in bankruptcy or commences a proceeding seeking reorganization, liquidation, or an arrangement with creditors; (iii) Personal Touch Dining files an answer admitting the material allegations of a bankruptcy petition reorganization proceeding, or insolvency proceeding filed against Personal Touch Dining; (iv) Personal Touch dining admits in writing its inability to pay its debts as they come due; (v) Personal Touch Dining makes a general assignment for the benefit of creditors; (vi) an involuntary bankruptcy petition is commenced against Personal Touch Dining; or (vii) an order, judgment or decree is entered by a court of competent jurisdiction, on the application of a creditor, adjudicating Personal Touch dining a bankrupt or insolvent or approving a petition seeking reorganization of Personal Touch Dining or appointing a receiver, trustee or liquidator of Personal Touch Dining or of all or a substantial part of its assets, and such order, judgment or decree continues unstated and in effect for any period of sixty consecutive days. (c) This Agreement may be terminated by the City, without penalty or cause, at any time if the City delivers written notice to Personal Touch Dining of its intention to terminate. Such notice shall be given at least ninety days prior to termination. If such prior written notice is not given by the City in the time period specified above, then this Agreement shall continue until the Termination Date. Subject to the provisions of Section 5.0(c), the City's right to terminate this Agreement pursuant to Section 5.0 (a) and (b), above, shall be exercised upon written notice to Personal Touch Dining; and City's notice of termination shall specify the effective date of such termination, which date shall not be less than thirty (30) days. Notice shall be given in the manner set forth in Section 7.2 below. Personal Touch Dining shall have the right to fulfill the terms of any existing wedding or special event management services booked during the term of this Agreement beyond the natural termination date of this Agreement (not to exceed two years), so long as this Agreement was not terminated pursuant to Section 5.0 (a) or (b) or Section 5.1. 5.1 Termination by Personal Touch Dining. Personal Touch Dining shall have the right to terminate this Agreement upon the following events: (a) If the City fails to keep, observe, or perform any other material covenant, agreement, term, or provision of this Agreement, and such default continues for a period of sixty days after notice of such default by Personal Touch Dining to City, Personal Touch Dining's right to terminate this Agreement pursuant to this section shall be exercised upon written notice to City given at any time after the applicable cure period has expired. The grace period shall be extended as may be required for the City to comply with applicable law pertaining to the posting of agendas and hearings notices. Personal Touch Dining termination notice shall specify the effective date of such termination, which date shall not be less than one hundred and eighty days after the date of Personal Touch Dining's termination notice. Once Personal Touch Dining's notice of termination is provided to City and any applicable City cure period has expired, such notice of termination shall not be rescinded. 5.2 Payments Upon Termination. Upon expiration or termination of this Agreement, all sums owed by Personal Touch Dining shall be paid in full to the City within sixty days of the effective date of such termination. 5.3 Curing Defaults. Any default by Personal Touch Dining or City which is susceptible of being cured shall not constitute a basis for termination of this Agreement if the nature of such default will not permit it to be cured within the cure period allotted; provided that within such cure period the alleged party in default shall have given notice of its intent to cure, has commenced to cure such default, and is proceeding to complete the cure in good faith and with reasonable diligence. 5.4 Effect of Termination. The termination of this Agreement shall not affect the rights of the terminating party with respect to any damages it has suffered as a result of any breach of this Agreement, nor shall it affect the rights of either party with respect to any liability or claims accrued, or arising out of events occurring, prior to the date of termination. 5.5 Remedies. A. The City's Remedies. Upon the occurrence of an event of default by Personal Touch Dining, the City may: 1. Seek specific performance of Personal Touch Dining's obligations or injunctive relief, as applicable; 2. Demand payment of all amounts due the City under the terms of this Agreement and demand the payment ofall costs, damages, expenses, and fees ofthe City arising due to Personal Touch Dining's event of default; and 3. Proceed to remedy the event of default. All sums so expended or obligations incurred by the City in connection therewith, including reasonable attorneys' fees and costs, shall be paid by Personal Touch Dining to the City within thirty days after written demand by the City; and B. Personal Touch Dining's Remedies. Upon the occurrence of an event of default by the City, Personal Touch Dining may: 1. Terminate this Agreement by providing one hundred and eighty (180) days advance written notice of termination to the City. 5.6 Remedies Cumulative. Neither the right of termination, nor the right to sue for damages, nor any other remedy available to a party under this Agreement shall be exclusive of any other remedy given under this Agreement or now or hereafter existing at law or in equity. 5.7 Accounting on Termination. Upon termination of this Agreement the City shall perform an audit of Personal Touch Dining books and records related to all bookings and events to ensure a proper accounting of all debts, obligations, and revenue. Personal Touch Dining has a duty to provide all calendar, books, and records to facilitate future events. All monies held by Personal Touch Dining for future bookings and events shall be immediately transferred to the City and held for said bookings and events. ARTICLE VI TITLE MATTERS; ASSIGNMENT 6.0 Ownership of Improvements to Leo Carrillo Ranch Historic Park. Personal Touch Dining shall not make any improvements, whether permanent or temporal, to Leo Carrillo Ranch Historic Park or to any facility within Leo Carrillo Ranch Historic Park without City's prior written consent. All improvements made by the Contractor to or at Leo Carrillo Ranch Historic Park, made during the term of this Agreement shall be deemed the property of the City at such time as the improvements are made. 6.1 Personal Touch Dining Assignment or Subcontracting is Prohibited. Personal Touch Dining shall not assign this Agreement without the prior written consent ofthe City. No assignment shall be effective unless Personal Touch Dining and such assignee execute an assignment and assumption in a form acceptable to the City Attorney and the City Attorney has approved the Assignment as to Form. Any assignment by Personal Touch Dining of this Agreement in violation ofthe provisions of this Agreement shall be null and void and shall be deemed a termination for cause and this Agreement shall be terminated by the City. In addition to any other remedies available to the parties, the provisions of this Section may be enforceable by injunctive proceeding or by suit for specific performance. Contractor shall not subcontract any of the services required to be performed by Contractor. For purposes of this section, subcontracting does not include those agreements made between Contractor and event vendors for purposes of providing services to the wedding or special event (e.g. catering, photography, etc.). 6.2 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors and assigns. 6.3 Park Name. Leo Carrillo Ranch Historic Park shall be known by such trade name and/or trademark or logo as may from time to time be determined by the City. The parties acknowledge and understand that the names, logos, and designs developed or provided for the City and used in the operation of Leo Carrillo Ranch Historic Park together with appurtenant goodwill, are the exclusive property ofthe City. Personal Touch Dining may identify Leo Carrillo Ranch Historic Park wedding and special event management services managed and operated by Personal Touch Dining; provided, however, that any display of any Personal Touch Dining logo or other corporate identification shall first be approved in writing by the City and in exercising its sole discretion. ARTICLE VM GENERAL PROVISIONS 7.0 Contract Administration. City has designated the Parks & Recreation Director as the individual who is responsible for administering this Agreement on behalf of City. The Parks & Recreation Director may designate a member of his or her staff to serve as the contract administrator, which individual shall carry out the Parks & Recreation Director's responsibilities in administering this Agreement. The Parks & Recreation Director shall inform Personal Touch Dining in writing of the person who will serve as the contract administrator and any change of the contract administrator. Personal Touch Dining has designated Tracy Zemke as the individual who is responsible for administering this Agreement and consenting to matters which requires Personal Touch Dining consent on behalf of Personal Touch Dining. Personal Touch Dining shall notify the City in writing if another individual has replaced the foregoing designated person as the person responsible for administering this Agreement on behalf of Personal Touch Dining. 7.1 Compliance. Personal Touch Dining shall comply with all applicable laws of governmental bodies having jurisdiction with respect to Leo Carrillo Ranch Historic Park and Personal Touch Dining's performance of this Agreement. Personal Touch Dining shall procure and maintain all licenses, permits, and approvals required for the wedding and special event management services. Upon termination or expiration of this Agreement, Personal Touch Dining shall cooperate in transferring all licenses, permits and accreditations in the name of Personal Touch Dining to the City as permitted by law. 7.2 Notices. All notices, demands, requests, consents, approvals, replies and other communications ("Notices") required or permitted by this Agreement shall be in writing and may be delivered by any one ofthe following methods: (a) by personal delivery; (b) by deposit with the United States Postal Service as certified or registered mail return receipt requested, postage prepaid to the addresses stated below; or (c) by deposit with a same-day or overnight express delivery service that provides a receipt showing date and time of delivery. Notice deposited with the United States Postal Service in the manner described above shall be deemed effective three (3) business days after deposit with the Postal Service. Notice by same-day or overnight express delivery service shall be deemed effective upon receipt. Notice by personal delivery shall be deemed effective at the time of personal delivery. For purposes of Notices hereunder, the address ofthe City shall be: City of Carlsbad Parks & Recreation Department 799 Pine Avenue, Ste. 200 Carlsbad, California 92008 Attention: Parks & Recreation Director For purposes of Notices hereunder, the address of Personal Touch Dining shall be: Tracy Zemke, Vice President and Chief Financial Officer 9888 Waples Street San Diego, CA 92121 Each party shall have the right to designate a different address by the giving of notice in conformity with this Section. 7.3 Independent Contractor. Personal Touch Dining shall at all times be considered an independent contractor under this Agreement. Nothing contained in this Agreement shall be construed to be or create a partnership or joint venture between City, on the one part, and Personal Touch Dining and its successors and assigns, on the other part. 7.4 Modification and Changes. This Agreement may be amended or modified only in writing and signed by both parties. 7.5 Entire Understanding and Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the wedding and special event management services at Leo Carrillo Ranch Historic Park. 7.6 Headings. The Article, Section, and Subsection headings contained in this Agreement are for convenience and reference only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement. 7.7 Consents. Each party agrees that it will not unreasonably withhold any consent or approval requested by the other party pursuant to the terms of the Agreement, and that any such consent or approval shall not be unreasonably delayed or qualified, except where such consent is expressly stated as within the party's sole, exclusive or absolute discretion. Similarly, each party agrees that any provision of this Agreement, which permits such party to make requests ofthe other party, shall not be construed to permit the making of unreasonable requests. 7.8 Survival of Covenants. Any covenant, term, or provision of this Agreement which in order to be effective must survive the termination of this Agreement shall survive any such termination. 7.9 Third Parties. None of the obligations under this Agreement of either party shall run to or be enforceable by any party other than the party to this Agreement or by a party deriving rights under this Agreement as a result of an assignment permitted pursuant to the terms of this Agreement. 7.10 Waivers. No failure by Personal Touch Dining or City to insist upon the strict performance of any covenant, agreement, term or condition of this Agreement or to exercise any right or remedy consequent upon the breach of this Agreement shall constitute a waiver of any such breach or any subsequent breach ofthe same covenant, agreement, term or condition. No covenant, agreement, term or condition of this Agreement and no breach of this Agreement shall be waived, altered or modified except by a written instrument. A waiver of any breach of this Agreement shall only affect this Agreement to the extent ofthe specific waiver, and all covenants, agreements, terms and conditions of this Agreement shall continue in full force and effect. 7.11 Applicable Law and Venue. This Agreement shall be construed and interpreted in accordance with, and shall be governed by, the laws ofthe State of California. The parties agree that the Superior Court ofthe State of California, County of San Diego shall have jurisdiction of any litigation between the parties relating to this Agreement. 7.12 No Presumption Regarding Drafter. City and Personal Touch Dining acknowledge and agree that the terms and provisions of this Agreement have been negotiated and discussed between City and Personal Touch Dining, and that this Agreement reflects their mutual agreement regarding the subject matter of this Agreement. Because of the nature of such negotiations and discussions, it would be inappropriate to deem either City or Personal Touch Dining to be the drafter of this Agreement, and therefore no presumption for or against the drafter shall be applicable in interpreting or enforcing this Agreement. 7.13 Enforceability of Any Provision. If any term, condition, covenant or obligation of this Agreement shall be determined to be unenforceable, invalid, or void, such determination shall not affect, impair, invalidate, or render unenforceable any other term, condition, covenant, or obligation of this Agreement. All amounts payable pursuant to this Agreement shall be in lawful money ofthe United States of America. 7.14 Counterparts; Facsimile Signatures. This Agreement and any amendment may be executed in counterparts, and upon all counterparts being so executed each such counterpart shall be considered as an original of this Agreement or any amendment and all counterparts shall be considered together as one agreement. With the exception of the original Agreement, signatures on subsequent amendments to this Agreement may be achieve by using facsimile signatures and any such facsimile signature shall be as effective as an original signature. 7.15 Covenants Against Discrimination. Personal Touch Dining agrees that in connection with its performance under this Agreement, there shall be no discrimination by Personal Touch Dining against any person on account of race, color, creed, religion, sex, marital status, national origin or ancestry. Personal Touch Dining agrees to include a provision similar to this Section in all subcontracts entered into by Personal Touch Dining in connection with work being performed under this Agreement. 7.16 Exhibits and Attachments Incorporated. All exhibits and attachments to this Agreement are incorporated herein and made a part hereof. 7.17 Assurances. The parties represent for themselves that (a) such party is duly organized and validly existing; (b) the person or persons executing this Agreement on behalf of such party is/are duly authorized to execute and deliver this Agreement on behalf of such party; (c) by so executing this Agreement, such party is formally bound to the terms and provisions of this Agreement; and (d) the execution of this Agreement does not violate any provision of any other agreement to which such party is bound. Additionally, the City represents and warrants to Personal Touch Dining that (a) the City has and will retain the property interests in Leo Carrillo Ranch Historic Park necessary to enable Personal Touch Dining to perform its duties pursuant to this Agreement peaceably and quietly; and (b) that Personal Touch Dining performance ofthe services required by this Agreement shall not violate the property rights or interests of any third party. 7.18 Outside Business. Nothing contained in this Agreement shall be construed to restrict or prevent, in any manner, any party or any party's affiliates, parent corporations, or representatives or principals from engaging in any other businesses or investments, nor shall the City or Personal Touch Dining have any right to share or participate in any such other businesses or investments ofthe other party. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the day and year first written above. CONTRACTOR By 'i^gr\ here) (print name/title) n here) (pi^nt name/title) CITY OF CARLSBAD, a municipal corporation of the State of California City Manager or May^r"orDivision Director as authorized by the City Manager Kathryn B. Dodson Attest: If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: [ssistant City Attorney CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of. On ) before me, personally appeared Here Insert Name and Title of the Officer Name(s) of Signer(s) tisf/ct who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) j*/are subschbed to the within instrument and acknowledged to me that heZsbe/they executed the same in hie/her/their authorized capacity(ies), and that by hk)/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. MCtMEL A. 60LZ Coiwninion # 1942947 Notary Public - CalHomia Sm Diego Cmin^ ^ ^ My Comm. Enpirw Jul 2.201SI WITNESS my hand and official seal. Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached DocumentYf^/^/^^f^/- /H^^tJ<^^^ 'y<^-iyf^<^ Title or Type of Document: Document Date: 7^/ V ZUy^r<;>i^f^ 7^ Zr-Number of Pages: /- ^ Signer(s) OthelJhan Named Above Capacity(ies) Claimed t>y Signer(s) Signer's Name: f^A-f^t^ /^^T^LPyJ "Corporate Officer - Title(s): ^^gg^ • Partner — • Limited • General • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Other: Document Date: Signer Is Representinc. ^ A/ ^ ^y>-i7 Signer's Name: 7^-/? ^ ^ f^^^-1^' 0^;orporate Officer - Titl^fs^: • Partner — • Limited • General • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signj Is Represeriting; , ©2014 National Notary Association • www.NationalNotary.org • 1 -800-US NOTARY (1 -800-876-6827) Item #5907 Exhibit A Annual Plan • Advertising, sales, marketing and business promotion Working with the City, Personal Touch Dining will: o Prepare initial communications, informing current clients, and the public ofthe department's transition of wedding and special event management services to Personal Touch Dining o Market additional wedding and special event management services to existing customers o Update existing City communications and website to feature Personal Touch Dining's services o Purchase website domain for venue www.leocarrilloranchweddings.com o Design and Launch website for venue with pictures, history and rental information o Set up Facebook page for venue o Set up Pinterest page for venue o Set up Yelp page for venue o Purchase Knot.com advertising and design link o Design and print presentation folders to be given to clients during the venue showing o Design and print brochure inserts o Design and print postcards to be used onsite for marketing, trade shows and with wedding vendors o Design and print professional picture albums so couples can see how the venue looks during events o Setup full booth at Bridal Bazaar trade show during first quarter of each year to market to newly engaged couples o Host annual industry lunch or mixer to market venue to others in the bridal industry o Maintain all marketing for venue • Standards of care o Treat Leo Carrillo Ranch Historic Park with respect and care o See that guests understand the historical nature of the ranch o Maintain the Ranch in the same fashion the City of Carlsbad has developed it o Walk the property at the end of the event and pick up any left-over items or trash. o Ensure that site is left in the condition it was in prior to event o Place all trash in dumpsters o Escort all vehicles to and from lower property to assure safety of property and park guests o Ensure that buildings and entire park are closed, locked and alarmed as per closing procedure outlined in Leo Carrillo Ranch Operations Manual o Document any loss or damages, and report any repair needed • Recommendation for all venue fees and charges Payment schedule to the City of Carlsbad (payment based per event, on date of booking): Day of the Event 2015 2016 2017 2018 2019 Monday-Thursday $0.00 $1,500.00 $1,575.00 $1,622.00 $1,671.00 Friday $0.00 $2,500.00 $2,625.00 $2,704.00 $2,785.00 Saturday $0.00 $3,000.00 $3,150.00 $3,245.00 $3,342.00 Sunday $0.00 $2,000.00 $2,100.00 $2,163.00 $2,228.00 Guaranteed minimum annual payment to the City of Carlsbad: 2015 $0.00 2016 $125,000 2017 $131,000 2018 $135,000 2019 $139,000 • Booking dates for the next two operating years Leo Carrillo Ranch Historic Park is available for Personal Touch Dining wedding and special events booking with the following exceptions: o All wedding dates currently booked per Reservation Master Report (attached) o Interpretive panel dedication (Feb. 27, 2015) o Friends of Carrillo Ranch, Inc. member appreciation event (April 19, 2015) o Docent/volunteer appreciation (TBD, April 2015 and April 2016) o Wild West Fest (May 16, 2015, and May 21, 2016) o Dinner and a Movie (Aug. 14, 2015, and Aug. 12, 2016) o Film Festival (Aug. 21 and 28, and Sept. 4,11 and 18, 2015, and Aug. 19, 26, and Sept. 2, 9, and 16, 2016) o Parks & Recreation Commission Holiday Social (Dec. 4, 2015, and Dec. 2, 2016) o Holiday at the Rancho (Dec. 5, 2015, and Dec. 3, 2016) • Venue fees and charges for next two operating years o All Inclusive brochure (attached) o Pricing to be based on 100 minimum guests o Monday - Thursday 100-150 Guests $69.00 per person, plus 18% service charge and CA sales Tax o Monday - Thursday 151-199 Guests $64.00 per person, plus 18% service charge and CA sales Tax o Monday- Thursday 200- 300 Guests $80.00 per person, plus 18% service charge and CA sales Tax o Friday -100-150 Guests $79.00 per person, plus 18% service charge and CA sales Tax o Friday -151-199 Guests $75.00 per person, plus 18% service charge and CA sales Tax o Friday - 200- 300 Guests $90.00 per person, plus 18% service charge and CA sales Tax o Saturday -100-150 Guests $84.00 per person, plus 18% service charge and CA sales Tax o Saturday -151-199 Guests $79.00 per person, plus 18% service charge and CA sales Tax o Saturday - 200- 300 Guests $95.00 per person, plus 18% service charge and CA sales Tax o Sunday -100-150 Guests $74.00 per person, plus 18% service charge and CA sales Tax o Sunday -151-199 Guests $69.00 per person, plus 18% service charge and CA sales Tax o Sunday - 200- 300 Guests $85.00 per person, plus 18% service charge and CA sales Tax • Carlsbad Resident Discount - Event for Immediate Family o $1.50 per adult, minimum discount $150.00 All Inclusive Ranch Package Venue Carlsbad Historical Site Private Bride's Dressing Room and Groom's Dressing Area Available 2 hours Before Ceremony 5 hours Exclusive Use of Venue for Ceremony and Reception Use of Grounds for Engagement and Wedding Photos 1 Hour Rehearsal Complimentary Guest Parking Day of Venue Wedding Coordinator We will Organize and Run your Rehearsal, Ceremony and Timeline. Handle all the day of Details, Place Favors, Place Cards, Decor and More Professional Event Staff Event Manager, Culinary & Wait Staff Included to Ensure all the Event Details Bar Service Provide your Own Liquor for Our Staff to Serve, or Offer a Hosted or Cash Bar through us Trav Passed Hors D' Oeuvres & Two Entree Ranch Buffet Choice of Three Tray Passed Hors D' Oeuvres, Two Entree Buffet, Two Side Dishes, One Salad, Freshly Baked Breads, Beverage Station with Freshly Brewed Coffee, Lemonade and a Pre-Ceremony Water Station Seated Meals, BBQ Menu, Stations, Brunch and Custom Menus Available upon Request Complimentary Cake Cutting & Corkage of Client's Champagne for Toast Complimentary Fine Details All Setup, Service and Cleanup Fully Decorated Buffet Station White Resin Folding Chairs for Ceremony and Reception 60" Round Dining Tables, Sweetheart Table or Head Table, Cake Table, Gift and Place Card Tables Floor Length Linens and Color Coordinated Napkins - Choose From over 50 Color Options White China Dinner and Dessert Plates Silverware Water Glasses & Champagne Flutes Leftovers Packaged to Take Home Package Based on Minimum 100 Guests 2/i/i5rev Ranch Buffet Tray Passed Hors D' Oeuvres CHOICE OF THREE Baked Brie with Apricot Sauce & Blackberry * Tomato Basil Bisque Shooters * Served with a Grilled Cheese Point Strawberry Caprese Skewers * Fresh Mozzarella, Mint & Balsamic Reduction Drizzle Panko Crusted Raviolis with Homemade Marinara * Caramehzed Pineapple & Jack Quesadilla Triangles * Topped with Zesty Strawberry Salsa Chilled Watermelon Mint Shooters * Honey Dew Cucumber Gazpacho * Risotto Fritters with Red Pepper Aioli * Sundried Tomato Chutney & Goat Cheese Mousse Crostinis * Southwestern Bruschetta * Quinoa Black Bean Sliders with Chipotle Aioli* Cheesy Orzo Bites in Parmesan Cups * Tomato Basil Bruschetta * Fresh Tomatoes Tossed with EVOO & Fresh Basil Drizzled with Balsamic Reduction Tequila-Lime Shrimp Mini Tostadas Arugula Pesto Crostinis with Shaved Parmesan* Mini Fish Tacos with Mango Cilantro Relish Ahi Poke with Wasabi Cream Crispy Salmon Croquettes with Basil Aioli Traditional Ceviche Watermelon Ceviche Ceviche Verde Mini Crab Cakes with Thai Spices & Mango Coulis Spicy Chipotle Shrimp Polenta Cakes Honey Teriyaki Chicken Skewers Garnished with Sesame Seeds Petite Salmon SHders with Spicy Remoulade Panko Chicken Skewers with Spicy Peanut Drizzle Stir Fry Chicken Teriyaki in Endive Boats Bacon & Caramelized Onion Stuffed Mushrooms Mini Beef Sliders Choice of One: Smoked Gouda & Bacon Jam or Crisp Bacon & Creamed Bleu Cheese Mac n' Cheese Croquettes with Bacon Aioli Mini Bahn Mi Sandwiches • Vegjefcarian rhildrPTi'R Mi^fiu For Children 2-11 Years of Age Plated and Served Meal Chicken Fingers with Ketchup and Ranch Dipping Sauce Fresh Fruit and Potato Chips Served with a Freshly Baked Chocolate Chip Cookie Beverage Station Pre - Ceremony Water Station Regular and Decaffeinated Coffee Lemonade Filtered Water Served at Each Dining Table Kaiieli Buffet Choice of One Salad Field Greens with Sweet Grape Tomatoes, Shaved Red Onions, Shredded Carrots, EngUsh Cucumbers & Balsamic Vinaigrette Traditional Caesar with Freshly Cut Romaine Hearts, Shredded Parmesan Cheese, House Made Garlic Croutons & Creamy Caesar Dressing Spring Greens with Sweet Grape Tomatoes, Shredded Carrots, Wonton Croutons & Orange Sesame Vinaigrette Strawberry Salad with Tender Spinach, Toasted Almonds & Strawberry Vinaigrette Ciloice of One Carved Entree Citrus & Oregano Marinated Grilled Tri-Tip Served with Creamed Horseradish, Au Jus and Sweet Corn, Tomato & Cilantro Relish Dijon Roasted Pork Loin Seared with Cracked Pepper, Hand Carved & Presented with White Wine Mustard Cream Sauce Ciloice of One Second Entree Pecan Crusted Chicken Presented with Bourbon Cream Sauce Parmesan Crusted Chicken Presented with Garlic Cream Sauce Herbed Chicken Baked in Herb-Laced Panko Crumbs & Topped with Gruyere Cheese Sauce Romano Chicken Topped with Fresh Spinach, Mushrooms & Romano Cream Sauce Chicken Caprese Pan Seared & Baked with Fresh Mozzarella & Roma Tomatoes Drizzled with Olive Oil & Garnished with Fresh Basil Mediterranean Chicken Pan Seared with Mediterranean Spices, White Balsamic, Rosemary, Basil & Thyme Chicken Marsala - Chicken Breast Baked in a Marsala Wine Sauce with White Mushrooms and Fresh Herbs Monterey Chicken Stuffed with Monterey Jack Cheese & Bacon Baked with a Ranch Style Glaze & Topped with Shced ScaUions Grilled Vegetable Lasagna with Layers of Lasagna Pasta, Italian Squash, Mushrooms, Sweet Red Bell Peppers, Fresh Spinach & Rich Herb Marinara Miso Glazed Salmon Garnished with Green Onions & Sesame Seeds (Upgrade: $2.00 Per Person) Clioice of One Side Disli A Trio of Pastas Seasoned with Garlic, Fresh Herbs and Olive Oil and Your Choice of Sauce Marinara with Fresh Tarragon or Parmesan Cream Sauce Garhc & Chive Whipped Yukon Gold Potatoes Rice Steeped with Parsley & Sundried Tomatoes Wild Rice Pilaf Oven Roasted Parmesan Potatoes Included witli Menu Fresh, In Season Vegetables Freshly Baked Artisan Bread with Butter Seated Dinner - $9.00 per person additional / Station Menus $5.50 per person additional Brunch and BBQ Menus - no additional Cost / Custom Menus Available Upon Request Special Diet Requests, Vegan, Vegetarian & Gluten Free Options Available I Dessert Bar Build Your Own Station Wedding Cake Topper for Cutting or Three Tier Wedding Cake Or Select Your Favorite Desserts Mini Gourmet Bites Chocolate Assortment Opera Cake, Chocolate Eclair, Coffee Eclair, Chocolate Duo Cake, Chocolate Dulce de Leche Square, Salted Caramel Creme Brulee & Chocolate Tartlet, Pistachio Tartlet and Flourless Cake Exotic Assortment Tiramisu Cake, Red Berry Tartlet, Pistachio Nougat, Elderflower & Raspberry Cake, Lemon Tartlet, McUigo Mousse and Strawberry Cheesecake Assorted Petit Fours Dessert Shooters Chocolate or Vanilla Pudding, Lemon Dazzle Cake or Red Velvet Cake Cake Pops Parisian Macaroons Donut Holes Glazed, Powdered Sugar and Chocolate Apple Cranberry Crumble Bars Chocolate Fudge Brownies Mini Cannolis Mini Eclairs Lemon Bars S'mores Bars Four Berry Crumble Bars Tiramisu Cake Red Berry Cake Carrot Cake Cheese Cake Full Sized Cupcakes Vanilla, Red Velvet, Carrot and Chocolate Mini Cup Cake Assortment Vanilla, Red Velvet and Chocolate Mini Pies Apple or Pear & Berry Freshly Baked Chocolate Chip Cookies Call for Pricing Dessert ^^tations Midnight Snacks Cake-Tinis A Twist on Traditional Wedding Cake! We will Shce and Serve Your Wedding Cake in a Fancy Glass with the Following... Choice of One: Vanilla Bean, Strawberry or Chocolate Ice Cream. Includes Whipped Cream, Nuts & a Cherry $3.25 Per Person - 100 Person Minimum Ice Cream Sundae Station Creamy Vanilla Ice Cream Topped with Your Choice of Chocolate Sauce, Strawberry Sauce, Nuts, Candies, Sprinkles, Whipped Cream and Cherries $ 3.50 Per Person - 100 Person Minunum Strawberry Shortcake Station Freshly Sliced Strawberries on Top of Fresh Pound Cake, with Whipped Cream and Cherries on the Side $4.95 Per Person - 100 Person Minimum Fruit Cobbler A la Mode Station Choice of Two: Sweet & Tart Cherry Cobbler, Apple Cobbler Oozing with Cirmamon or Authentic Peach Cobbler Served with Creamy VaniUa Ice Cream $4.95 Per Person -100 Person Minimum Itahan Cream Soda Station Flavors to Include: Green Apple, Strawberry & Orange $2.95 Per Person - 100 Person Minimum Root Beer Float Station $2.95 Per Person - 100 Person Minimum S'mores Station Graham Crackers, Marshmallows, Chocolate Bars and Reese's Peanut Butter Cups $3.95 Per Person - 100 Person Minimum Chocolate Fountains Choice of Two: Warm Cascading Dark, Milk or White Chocolate With Your Choice of 5 Dipping Items: Strawberries, Pineapple, Marshmallows, Pretzels, Donut Holes, Chocolate Chip Cookies, Oreo Cookies, Pound Cake, Maraschino Cherries or Rice Crispy Treats $ 4.95 Per Person - 100 Person Minimimi Midnight Snacks Donuts and Ice Cold Milk Assorted Donuts with 2% Milk - $2.95 per person Peanut Butter & Jelly Sandwiches Spread on Wonder Bread, Served with Chocolate Milk - $2.95 per person Cheese and Pepperoni Pizzas With Mini Root Beer Floats - $3.50 per person All-American SUders Mini Sliders with American Cheese, Secret Sauce and a Pickle - $3.50 per person 'Minimum 100 Guests - Additional Labor May be Required for Some Late Night Snacks* Bar Options Hosted Bar Pricing Beer. Wine and Soda Two Domestic Beers, House Chardonnay, House Merlot or Cabernet & Assorted Sodas Moderate Seagram's Vodka, Seagram's Gin, Jim Beam Bourbon, Castillo Silver Riun by Bacardi, Clan MacGregor Scotch, Pepe Gold Tequila, Two Domestic Beers, House Wine & Assorted Sodas Premium Finlandia Vodka, Bombay Gin, Dewar's White Label Scotch, Jack Daniel's Whiskey, Bacardi Rmn, El Jimador Tequila, One Premium Beer, Two Domestic Beers, Premium Wine & Assorted Soda Deluxe Ketel One Vodka, Bombay Sapphire Gin, Chivas Regal Scotch, Maker's Mark Bourbon, Mount Gay Rum, Hcrradura Tequila, Three Premium Beers, Two I'remium Wines & Assorted Sodas Bar Package H Hour Bar li Hour Bar 4 Hour Bar Beer, Wine k Soda $9.00 $9.50 $10.00 Moderabe Bar $9.50 $10.00 $10.75 Premium Bar $10.75 $11.50 $12.50 Deluxe Bar $12.75 $13.50 $m.50 Children's Soft Bar $M.25 $5.25 $6.25 Hosted Bar Packages Include House Champagne for Toast, Acrylicware, Bar Front/Back with Linens, All Setup & Cleanup, Bartender Per Every 100 Guests, Ice, Containers, Bottled Mineral Water, Appropriate Mixers/Juices & Garnishes and all other Necessary Equipment *Changes and Substitutions Can be Made - May Affect Price* *Wine, Liquor and Beer Requests will be Accommodated Based on Availability* *Client may Bring Own Dinner Wines and/or Champagnes* *Labels are Subject to Substitution with a Product of Equal or Greater Quality* *With Adequate Notice, it may be Possible to Exchange Comparable Products at Client's Request* *Bar Glassware is An Additional $2.00 Per Person - Martini & Cosmo Glasses are $1.25 Each* *Dirmer Wine is Available at a Per Bottle Consumption Rate* *A Minimum of $700.00 with Acrylicware and $850.00 with Glassware per Bar Set Up Applies to all Hosted Bars* $3.00 Additional per Adult per Hour or $1.50 per Child per Hour for each Hour over 4 Hours with all Hosted Bar Packages* * Hosted Bar Service is charged by the Hour, Not by the Half Hour* *Prices Based on Minimum 100 Guests* Host Cash Bar A Minimum of $700.00 with Acrylicware and $850.00 with Glassware per Bar Set Up Applies to all No Host Cash Bars Minimimi to Increase if Service is Longer Than Fom Hours $150.00 Set up Fee per Bar Based on Fom Horn Bar Service A Deposit of 50% is Required in Advance - The Deposit will be Refunded if Minimum is Met One Bar per Every 100 Guests Drink Prices for No Host Cash Bars Non Alcoholic - $2.00, Domestic Beer - $5.00, Well Drinks, Wine & Premium Beer - $6.00, Call Drinks and Premium Wine - $7.00 Bartender Service Only / Client Provide Liquor Personal Touch Dining to Serve Client Provided Alcohol Each Bartender - $30.00 per Horn Bartender Price Based on 2 Horn Set Up, Service Time and 1 Hour Clean Up Bar Front/Back with Linens, Ice, Acrylicware for the Bar and Containers to Chill Beverages - $95 for up to 100 Guests ($.95 for Each Additional Guest Over 100) Bar Glassware is An Additional $2.00 Per Person - Martini, Champagne & Cosmo Glasses are $1.25 Each Ranch All —Inclusive Pricing April — November Ranch Wedding Package Patio Ceremony & Garden Beception Price Includes: All Items listed in All - Inclusive Package. Minimum 100 Guests Group Size Monday - Thursday 100- 150 $69.00 151 - 199 $ 64.00 Friday Saturday Sunday $ 79.00 $ 84.00 $ 74.00 $ 75.00 $ 79.00 $ 69.00 ^ Patio and Garden - Maximnm 200 Guests ^ Gronps over !200 Gnest Include Ultimate Ran4*li Parkage Group Size Monday - Thursday 201 - 300 $ 80.00 Friday Saturday Sunday $ 90.00 $ 95.00 $ 85.00 18% Service Charge and CA Sales Tax Additional Ultimate Ranch Wedding Package Garden Ceremony & Arcade Reception Price Includes: All Items listed in All - Inclusive Package, Plus Use of Arcade Area, Market Lighting, Wash Lights on Arcade Bmldings, Dance Floor, Generator, and additional Restrooms Upgrade to Ultimate Ranch Package for Groups under 200 Guests Additional $4000.00 and $4.00 per person over 100 guests 18% Service Charge and CA Sales Tax Additional Vendor Meals & Children's Meals $20.00 each I Fine Details Wcddiug and Reception Timing 1 Horn Rehearsal, 2 horns Pre-Ceremony use of Bride's Dressing Room and Groom's Dressing Area , 5 hours use of Ranch for Ceremony and Reception. Setup is allowed 2 hours before Ceremony and Clean up is allowed up to I hour after the Event. All client's items must be removed from the Ranch at the end of the Event. Friday and iSlaturdaj Events Must end by 10:00pm with Music and Bar Ending 30 minutes prior to end of Event l$unda;<K and Weekdays Events Must end by 8:00pm with Music and Bar Ending 30 minutes prior to end of Event Additional Hours $300 per hour plus 2.00 per person—Min $500 Weddiug Ceremony Rehearsal Due to the scheduling of other events, we cannot guarantee your rehearsal will be scheduled the day before your event, it may need to be scheduled earlier in the week. Bar Service Chent can provide their own Alcohohc Beverages, but all Alcohohc Beverages must be served by Ranch stafL Alcoholic Beverages cannot be self-serve, except for wedding party pre-ceremony. Shots and neat drinks are not permitted. Wine and other alcohol cannot be placed on the Dining tables. Table wine service is available for an additional charge. Kegs and Home Brew are always welcome. Bar must close 30 minutes prior to the end of the Event. Outside Vendors AU Outside Vendors Must be Pre-Approved and Fully Insured Lighting Lighting to Accommodate Evening Events is Included, additional lighting may be added: Market Lighting Package to Include 210ft of Market Lights $1100.00 Accent Building up Light Package to Include 8 wash lights $400.00 LOCAI Hotel - Ask about our Partner Hotels Additional Restroom Included with Adult Guest Count over 100 Parking - Self & Valet Free Parking is included on Site for groups up to 160, Valet Parking Included with Groups over 161 at no additional charge Deposit and Payments A 30% Non-Refundable Deposit is required at time of Contract Signing. An additional 30% is due 90 days later. The Balance is due by Cashier's Check the Monday before the Event. 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O = CO = t I- t ra o ra ooo O ti o p 3 p -J O _J ID "o CO p O) p E ra , UJ p §• t 13 t5 2 Q (0 (0 O o Q. o o (si Exhibit B Specific Operating Standards Personal Touch Dining shall operate and offer wedding and special event management services in accordance with the following operating standards: Establish and maintain showroom space in Hacienda dining room Establish and maintain bride's room in Hacienda and groom's area in Carriage House Respond to phone or email request from client Send client Leo Carrillo Ranch all - inclusive brochure Follow up on leads sent out within 7 days See if client would like to schedule showing of venue one on one by appointment Have one on one venue showing with client; check in with Ranch staff Adhere to opening and closing policies as outlined in the Carrillo Ranch Operations Manual If client has a specific date in mind offer a complimentary 7 day hold Prepare a complimentary estimate for client to review When client chooses to contract, prepare contract and send to them through electronic signature site Collect 30% deposit within 2 weeks of contracting Send Client Payment Receipt Collect second deposit of 30% approx. 90 days later Send Client Payment Receipt Approximately 60 days before event schedule tasting and complete all final details for their event, schedule rehearsal time and date Confirm all vendors have additional insured Ten days before event, get their final count and finalize all paper work On the Monday before wedding collect all balances due Send client payment receipt Do rehearsal and collect items for event Check in with Ranch staff on day of event, prior to load in Day of event open Brides Room Day of event set up groom's area Restrict access to, and use of, indoor exhibits and historic structures with the exception of the Bride's room, and the groom's area within the Carriage House Set up ceremony and reception areas Set up food prep and serving areas Check in with each client's vendors and greet as needed Escort individual vendors and any working vehicles into Ranch Assist groomsmen and florist with boutonnieres Get guests seated for the ceremony Line wedding party up for ceremony processional During ceremony clean up bride and groom's areas Throughout event maintain restrooms and surrounding patios and walkways Guide guests to cocktail hour and wedding party/family to photos Get all guests seated for dinner and line wedding party up for grand entrance - continue to touch base with vendors Organize toasts and other activities (cake cutting, first dance, etc.) Make sure buffet/ food is ready for dinner service Pack all client's items throughout the night for load out Assist with any grand exit Once event is over, begin to clean up the venue while vendors break down their equipment Escort all vendors and any working vehicles off property Perform post-event venue survey, noting condition of buildings and grounds; leaving Ranch as it was before the event Close up venue once everyone is gone, set building alarms and secure gate After the event will follow-up and thank them for choosing the Ranch for their special day Return damage deposit to client, send follow-up survey and request client to do an online review of their event