Loading...
HomeMy WebLinkAboutRigel Orionis Inc dba Menchies Frozen Yogurt; 2015-06-26;AGREEMENT BETWEEN THE CITY OF CARLSBAD AND RIGEL ORIONIS, INC. DBA MENCHIES FROZEN YOGURT FOR COMMERCIAL FOOD SERVICES AT TGIF CONCERTS IN THE PARKS 1.0 PARTIES THIS AGREEMENT ("AGREEMENT"), dated CsbrXe. , c^O/S" ("Effective Date") is made and entered into between the CITY of Carisbad, a California Municipal Corporation, hereinafter referred to as the "CITY" and Rigel Orionis, Inc. dba Menchies Frozen Yogurt, hereinafter referred to as the "VENDOR." 2.0 RECITALS WHEREAS, the CITY is the presenter ofthe TGIF Concerts in the Parks program and holds fee title to portions of real property on which the concerts are performed; and WHEREAS, the CITY provides TGIF Concerts in the Parks, a special event series, and all related activities and services to MORE THAN 36,000 patrons annually; and WHEREAS, the site of TGIF Concerts in the Parks includes approximately 1,000 square feet of space (the "Premises") located adjacent to patrons attending the events and the CITY exercises control over the same Premises designed to be utilized for purposes compatible with, and supportive of, the mission of special events offered for the enjoyment of the public; and WHEREAS, subject to certain terms and conditions, the CITY desires to allow the use of the Premises by VENDOR for the sale of food items and beverages during TGIF Concerts in the Parks events. NOW, THEREFORE, for good and valuable consideration, the CITY and VENDOR enter into this AGREEMENT for use ofthe Premises subject to the following terms and conditions. 3.0 TERMS 3.1 Authorization for Use. Subject to the terms and conditions set forth below, CITY authorizes VENDOR non-exclusive use ofthe Premises during hours of operation, as defined in Section 3.3 below. A Scope of Work is attached hereto as Exhibit A and incorporated herein by this reference. 3.2. Term. The term of this AGREEMENT shall be from the beginning ofthe TGIF Concerts in the Parks 2015 season on June 26, 2015 and ending on August 21, 2015. The parties may renew this AGREEMENT by mutual consent and in writing for one (1) additional TGIF Concerts in the Parks concert season, as that date may be defined (i.e. 2016 season), by giving written notice of such renewal to the other party no sooner than one hundred eighty (180) days following the end date of the current AGREEMENT, requesting an additional season term period. 3.3 Hours of Operation. The CITY shall allow the VENDOR use of the Premises for a period of five (5) hours, from 4:00 p.m. until 9:00 p.m., on the dates of 2015 TGIF Concerts in the Parks events. These dates are the nine (9) consecutive Fridays from June 26, 2015 through August 21, 2015. The VENDOR shall remove all related equipment, materials and vehicles belonging to VENDOR by 9:00 p.m. on these dates. The TGIF Concerts Schedule is attached hereto as Exhibit B and incorporated herein. 4.0 AGREEMENT CONSIDERATION VENDOR shall report each concert date's gross sales to the TGIF Manager at the close of operations at each concert. VENDOR shall pay the CITY a fee in the amount of ten percent (10%) of gross sales receipts. Payments shall be made in accordance with the following payment schedule: Payment #1: July 17, 2015 for Concerts 1 through 3; Payment #2: August 7, 2015 for Concerts 4 through 6; Payment #3: August 28, 2015 for Concerts 7 through 9. 5.0 OBLIGATIONS 5.1 Obligations of the CITY S.l.lThe CITY shall maintain the Premises, including grounds and access ways on the Premises to the VENDOR'S site of operation. 5.1.2 The CITY shall provide access to the onsite trash receptacles and recycle receptacles. The CITY shall provide removal service of trash and recycle materials. 5.2 Obligations of the VENDOR 5.2.1The VENDOR shall provide mobile food services to the general public as submitted in its proposal of food and beverage menu and prices forthe 2015 TGIF Concerts in the Parks. A copy ofthe menu and prices is attached hereto as Exhibit C and incorporated herein. 5.2.2 VENDOR agrees to maintain the hours as set forth in Section 3.3. that best serve the community at TGIF Concerts in the Parks events during the period of use ofthe Premises set forth in this AGREEMENT. 5.2.3 VENDOR shall provide CITY with a copy of the Articles of Incorporation if vendor is a corporation, or any other document deemed by CITY to be valid proof the signatory(s) ofthe AGREEMENT have the legal authority to contractually bind VENDOR. 6.0 COMPLIANCE VENDOR shall comply with all federal, state, county and local laws, statues, ordinances, rules and regulations and the orders and decrees of any courts or administrative bodies in any manner affecting performances of activities conducted on the Premises. VENDOR shall display in a prominent location of his/her food truck or booth all required permits and licenses. 7.0 ASSIGNMENT OF AGREEMENT/NON-POSSESSORY INTEREST 7.1 Assignment of AGREEMENT. VENDOR shall not assign this AGREEMENT or any part thereof without the prior written consent of the CITY. 7.2 Non-Possessory Interest. VENDOR shall have no permanent or possessory interest in the Premises based upon this AGREEMENT. 8.0 ASSUMPTION OF RISKS VENDOR assumes all loss or damage to VENDOR'S property within the Premises, except damage or loss through the sole negligence or intentional misconduct ofthe CITY. The CITY shall not be liable to VENDOR, or those claiming through the CITY, for injury, death, or property damage occurring at the Premises and arising out of the conduct of VENDOR. 9.0 INDEMNIFICATION VENDOR agrees to indemnify, defend, and hold the CITY and CITY's elected officials, officers, employees and agents harmless from and against any and all claims, demands, causes of action, losses, damages, and costs, including all costs of arising out of, or in any manner connected directly or indirectly with any actions or omissions or operations of VENDOR or the VENDOR'S agents, employees, contractors, officials, officers, patrons, invitees or representatives on the Premises. With respect to the indemnity and hold harmless provisions of this section, VENDOR shall, upon demand and at its own expense, defend the CITY and its officials, officers, employees and agents, with legal counsel acceptable to the CITY, from and against any and all claims, demands, causes of action, losses, damages, and costs. 10.0 INSURANCE 10.1 VENDOR shall obtain, and during the term of this AGREEMENT shall maintain policies of general liability and property damage insurance (for structure and contents) from an insurance company authorized to do business in the State of California, in an amount not less than one million dollars ($1,000,000), for each occurrence in a form satisfactory to the CITY's Risk Manager. The insurance policy shall provide that the policies shall not be cancelled, terminated, or allowed to expire without thirty (30) day prior written notice to the CITY from the insurance company. VENDOR shall provide certificate of insurance and additional insured endorsement for insurance required pursuant to this section to the satisfaction of the CITY no later than the Effective Date of this AGREEMENT. The CITY shall be named as additionally insured by endorsement on these policies and provided proof of insurance by way of a certificate of insurance with additional insurance endorsement. 10.2 VENDOR shall procure a policy of Worker's Compensation Insurance as required by Labor Code of the State of California, if VENDOR has employees. If VENDOR has no employees, Vendor shall submit the appropriate waiver form from the CITY. 11.0 TERMINATION 11.1 If VENDOR is in default in the performance of this AGREEMENT or materially breaches any of its provisions, the CITY at its sole option may terminate this AGREEMENT by giving written notice to VENDOR. On receipt of said notice, VENDOR shall cease immediately all sale operations taking place on the Premises under the Terms of this AGREEMENT. 11.2 If the CITY defaults in the performance ofthe AGREEMENT, or materially breaches any of its provisions, VENDOR at its sole option may terminate this AGREEMENT by giving written notice to the CITY. 11.3 Either party may terminate this AGREEMENT, for convenience, without cause, upon sixty (60) days prior written notice to the other party. 12.0 ENTIRE AGREEMENT This writing constitutes the entire AGREEMENT between the parties relating to the terms and conditions hereunder. No modification of this AGREEMENT shall be effective unless and until such modification is evidenced in writing and signed by all parties. 13.0 GOVERNING LAW: VENUE The existence, validity, construction, operation and effect of this AGREEMENT shall be determined in accordance with laws ofthe State of California. Venue shall be established in the County of San Diego in the event of a dispute between parties. 14.0 NOTICES Notices and requests to CITY or VENDOR shall be delivered at the following address served upon CITY or VENDOR or any person hereafter authorized to either in writing and may be delivered personally or by U.S. Postal Service or other delivery services. CITY: Cultural Arts Manager City of Carlsbad 1200 Carlsbad Village Drive Carlsbad CA 92008 CITY Contact: Vincent Kitch Phone: 760-434-2920 FAX: 760-730-0329 Email: Vincent.Kitch(a)carisbadca.gov VENDOR: Rigel Orionis, Inc. dba Menchie's 5617 Paseo del Norte, Suite 120 Carlsbad, CA 92008 VENDOR Owner: Steve Mueller, President 15.0 AUTHORITY The individual on his/her own behalf or the representative for each party signing on behalf of a corporation, partnership, joint venture or governmental entity hereby declares that authority has been obtained to sign on behalf of the corporation, partnership, joint venture, or entity and agrees to hold the other party or parties hereto harmless if it is later determined that such authority does not exist. VENDOR: Rigel Orionis, Inc. CITY: Vendor s signature Date Name printed: Steve Mueller, President Address: 5617 Paseo del Norte Ste 120 Carlsbad, CA 92008 Email: steve@bluerigel.com Phone: (c): 760-532-199 Date Library & CulturaT)(rts Dire Vendors sigriature ' Date Name printed: Steve Mueller, Secretary Director Library HEATHER PIZZUTO City of Carisbad, 1200 Carisbad Village Dr. Carlsbad CA 92008 Email: heather.pizzuto@carisbadca.gov Phone (w) 760-602-2011 Fax: 760-602-7941 Cell: N/A Date Approved as to Form: ATTEST: CELIA A. BREWER, CITY Attorney BARBAR/K ENGLESON CITY Clerh 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 Snia C\\ P^r^ On CTone, ^;a,c^O|^ before me, / O 4^V;r. / rP v'jnp ILty^ ^ A Joia/y Pa.h l:c Dafe Here Insert Name and Title of the Officer personally appeared S-k>iyr>-> QQ>I.>./ Ku<JUi<- Name^of Signer(^ who proved to me on the basis of satisfactory evidence to be the personiaf'whose namely is/afe- subscribed to the within instrument and acknowledged to me that he/«he/thsy executed the same in his/her/theip authorized capacity(ies), and that by his/har/thoif-signaturej^^on the instrument the personj(^ or the entity upon behalf of which the person^ 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. LETICIA TREVINO REYES \ COMM. #1994847 i Notary Public - Califomia g r San Diego CounN MyComm.ExpinwOct.Zl.2016f WITNESS my hand and official seal. Signature ^^/^JZ^^ J^JCPIAS Signature of Notary Pui utftfc 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 Atta^hectDocument Title or Type of DocumentT'^ ^ Document Date: Number of Pages: S Other Than Named Above: Oapacity(ies) Claimed by Signer(s) Signer's Name: • Corporate Officer — Title(s): • Partner — • Limited • GeneraL • Individual • AttornevjfrFact • Trustee • Gu^Fdlan or Conservator • Other: Signer Is Repr:p86nting: signer's Name: Corporate Officer — Title(s): • PEtrtq^- • Limited • General • IndividtiaL • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing!V ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-1 EXHIBIT "A" SCOPE OF SERVICES TGIF FOOD VENDOR SCOPE OF WORK CITY shall provide food service access restricted to selected food vendors at nine TGIF Concerts in the Parks 2015 (TGIF) forthe purpose of providing concertgoers with onsite commercial food service; dates of services are as presented in Exhibit B, TGIF Concerts in the Parks Schedule. Rigel Orionis, Inc. dba Menchie's., VENDOR, shall conduct a commercial food service business at all nine TGIF Concerts in the Parks as presented in Exhibit B. Food service will consist of a menu of items and prices as negotiated with the CITY and presented in Exhibit C, Menu & Price List. Vendor shall operate for all nine Friday evening TGIF concert dates from June 26 through August 21, 2015 at each concert's specific locafion. VENDOR shall use the site specifically designated for VENDOR at each concert location. VENDOR shall operate the commercial food service business from a self-contained truck, trailer, cart or mobile booth provided by the VENDOR. VENDOR is responsible for all food service staffing needs to support sales and distribution. VENDOR is responsible for all operational costs, including, but not limited to, inventory costs, sale/delivery of products, labor, paper products, cleaning supplies, permits and additional miscellaneous expenses. VENDOR shall have self-sufficient means of power and water adequate to any on-site food preparafion requirements. VENDOR shall not dispose of any grease, oil or other materials related to food service on any city property. The CITY shall allow the VENDOR use ofthe Premises for a period of five (5) hours, from 4:00 p.m. unfil 9:00 p.m., on the dates ofthe 2015 TGIF Concerts in the Parks events. VENDOR shall begin sales operafions no later than 5:30 p.m. and will cease service at 8:00 p.m. VENDOR shall vacate concert premises by 9:00 p.m. VENDOR shall maintain and conduct all requirements with regard to all taxes, licenses, insurance and fees applicable for food service operations in the City of Carisbad. VENDOR shall obtain and display all health permits and certificafions applicable to food service operations as required by the San Diego County Department of Environmental Health. VENDOR shall adhere to all additional regulations regarding mobile food service operations required by the San Diego County Department of Environmental Health. CITY shall provide VENDOR with trash and recycling receptacles and services during each TGIF event. EXHIBIT B TGIF CONCERTS IN THE PARKS 2015 STAGECOACH PARK 3420 Camino de los Coches, Carlsbad, CA 92009 June 26 July 3 ALGA NORTE PARK 6565 Alicante Road, Carisbad CA 92009 July 10 July 17 POINSETTIA PARK 6600 Hidden Valley Road, Carlsbad, CA 92011 July 24 July 31 August 7 CALAVERA HILLS PARK 2997 Glasgow Drive, Carisbad, CA 92010 August 14 August 21 EXHIBIT C MENU AND PRICES. RIGEL ORIONIS DBA "MENCHIE'S FROZEN YOGURT" Yogurt Cup (including Toppings) $3.00