HomeMy WebLinkAboutContract 42168Contract for Restaurant Services in the Centennial Room
CONTRACT FOR
RESTAURANT SERVICES
IN
CENTENNIAL ROOM and BACKSTAGE CLUB
WILL ROGERS MEMORIAL CENTER
PUBLIC EVENTS DEPARTMENT
CITY OF FORT WORTH CiTY SECRETARY
CONTRACT NO.
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This Restaurant Services Agreement (the "Agreement") is made and entered into by and between the City of Fort Worth,
Texas (hereinafter referred to as the "City") and Reata Restaurant Management Co., L.L.C., 310 Houston Street, Fort
Worth, Texas, 76102-7414 (hereinafter referred to as the "Operator") to provide food, beverage and related restaurant
services for various events in the Centennial Room and Backstage Club at the Will Rogers Memorial Center (the
"Center"), a City owned facility.
1. TERM OF AGREEMENT. This Agreement shall be in effect for various events, on the dates and times
mutually agreed upon by City and Operator between the period of August 25, 2011 and December 31, 2011.
The Operator will have the right of first refusal to open the Centennial Room. In the event Operator declines
to provide services and City desires food and beverage services to be provided, City may contract with the in-
house concessionaire to provide such services in the Centennial Room.
2. PAYMENTS. Operator agrees to pay City, the following commission each month, from food and beverage
sales in the Centennial Room and Backstage Club (collectively referred to as the "Facilities"). The only
deduction authorized from the gross amount is the sales tax, liquor tax, and credit card fees:
a) CENTENNIAL ROOM (La Espuela Restaurant):
1) A fee of ten percent (10%) of the gross receipts, less taxes, for the sale of food and beverages for
gross receipts less than $2,200 per day.
b) A fee of twenty percent (20%) of the gross receipts, less taxes for the sale of food and beverages
for gross receipts of between $2,201 and $4,000 per day.
c) A fee of twenty-five percent (25%) of the gross receipts, less taxes for the sale of food and
beverages for gross receipts of more than $4,000 per day.
b) BACKSTAGE CLUB (Beata at the Backstage Restaurant):
1) A fee of ten percent (10%) of the gross receipts, fewer taxes, for the sale of food and beverages
for gross receipts less than $2,200 per day.
b) A fee of twenty-five percent (25%) of the gross receipts, less taxes for the sale of food and
beverages for gross receipts of between $2,201 and $4,000 per day.
c) A fee of thirty percent (30%) of the gross receipts, less taxes for the sale of food and beverages
for gross receipts of more than $4,000 per day.
Operator agrees, in the case of discounted meals or donated product, the fee will be based on the fair market
value as determined by the Will Rogers Memorial Center staff.
Gross Receipts refers to the total amount of money received or to be received by Operator or by any
agent, employee, or subcontractor from all sales, whether for cash or credit, whether collected or uncollected,
made as a result of the restaurant service rights granted under the Agreement; provided, however that any
sales or other taxes imposed by local, state or federal law that are separately stated to and paid by a purchaser
of any item sold by Operator or anyone acting by or on behalf of Operator from an authorized service or
activity under this Agreement and directly payable to a taxing authority shall be excluded from the
computation of "gross receipts"including liquor sales tax that will be reported on the Operator's monthly
report. Further, such "gross receipts" shall include all monies paid or to be paid by a purchaser of any
services provided by Operator, including but not limited to, gratuities except those paid in full to service staff,
including, but not limited to, food :servers; =bartend-erC and busboys, rental equipment, labor, and coat check.
The sale of any goods, food, b i verea o:r ,other�jte� that are returned by the purchaser and accepted by
Operator exclusive of any sales t x;lit uor�'taxi 11t card fees may be deducted from Gross Receipts.
And Backstage Club at Will Rogers Memorial Center CITY sEC
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3. NOTICE, PLACE AND MANNER OF PAYMENTS.
All payments due the City shall be due and payable without demand by check at the office of the Director at
the Center or at such other place in Tarrant County, Texas as the Director of Facilities and Public Event for
the City of Fort Worth (the "Director") may hereafter notify Operator (in writing and with reasonable advance
notice), and shall be made in legal tender of the United States.
Payments from any calendar month shall be due no later than 3:00 P.M. on the 20th day following the end of
the preceding month Any payment that is not made by this date shall bear a service charge of one and one-
half percent (1.5%), plus an interest fee in the amounts of one and one-half percent (1.5%) per month from the
date it became due until the date it is paid. Operator agrees that it shall pay and discharge all costs and
expenses including attorney's fees incurred or expended by the City in collection of said delinquent amounts
due, including service charges.
4. EOUIPMENT. All equipment owned by Operator, including, but not limited to, linens or rented items,
may need to be removed from the Centennial Room immediately after completion of the restaurant event,
depending on the upcoming schedule of events at the Center. Any equipment used by the Operator owned by
either the City or the City of Fort Worth's current concessionaire must be returned to the owner in the same or
better condition than when received by Operator.
Upon the conclusion of the event, the staff for the Public Events Department shall have the right to inspect the
Facilities and any City -owned equipment used by the Operator. Any damages to Facilities' equipment
beyond normal wear and tear will be the responsibility of the Operator. City will send to Operator by first
class mail, an itemized invoice for any damage to the Facilities or equipment. Operator agrees to make
payment to the City for the full amount of any damage to the Facilities or equipment within thirty (30)
calendar days of the date of the itemized invoice unless written approval is obtained from the Director.
The Operator understands and agrees that no pressurized gases, such as butane, propane or similar types, shall
be permitted in the Will Rogers Memorial Center at any time.
The Operator shall be liable and responsible for any and all property, including, but not limited to, equipment,
placed in Facilities and/or Center or any part thereof by the Operator or any agent, officer and/or employee of
the Operator. Operator hereby expressly releases discharges, and waives City from and against any and all
claims, actions, causes of action, lawsuits, proceedings, judgments, demands, costs, fees, liabilities, damages,
losses, or expenses, whether real or asserted, known or unknown of every kind and character arising out of,
in connection with, and/or related to this Agreement, including, but not limited to, Operator's use of the
Center and/or Facilities or property or equipment placed in the Center and/or Facilities or owned by the
Operator.
5. TRASH DISPOSAL. Operator shall be responsible for proper removal and disposal of all service items
on tables and clearing all food service items from all tables and for the disposal of all trash generated as a
result of the restaurant services. Operator shall remove all items and trash immediately upon the close of
business each day. If City is required to dispose of trash created by the operation of the Operator, the
Operator agrees to pay to City on demand all charges and costs related to the removal of the trash.
6. ALCOHOLIC BEVERAGES. Alcoholic beverage, which includes, beer, wine, and spirits, ("Alcoholic
Beverages ') sales will be allowed under this agreement in the Backstage Club and Centennial Room The
Operator agrees that it will not license the property in such a way that will prohibit the issuance of licenses for
Alcoholic Beverages by the Exclusive Concessionaire or the Stock Show
Contract for Restaurant Services in the Centennial Room
And Backstage Club at Will Rogers Memorial Center
Page 2 of 10
PARKING. Will Rogers Memorial Center operates a paid parking system All vehicles entering the
complex are subject to paid parking at the prevailing rate. Parking passes may be purchased in advance from
the Will Rogers Memorial Center Event Coordinator or from the Administrative Offices. Marked service
vehicles will be allowed to park in an approved location that will allow easy and efficient access to the
restaurant, if necessary. Service vehicles will not be allowed to block any doors, park in fire lanes or inside
any building. All staff or other personal vehicles will be required to park in a marked designated parking
area
8 MAINTENANCE OF PROPERTY.
8.1. Utilities
The City will furnish existing standard outlets and connections as have been installed, for hot and cold water,
natural gas, and electricity in the restaurant premises. The City shall provide all such utilities to the Operator
at no cost to the Operator. The City shall also be responsible for designating a point of garbage disposal to
which the Operator shall deposit all garbage generated in connection with the restaurants. Operator shall be
responsible for proper removal and disposal of all service items on tables and clearing all food service items
from all tables and for the disposal of all trash generated as a result of the Restaurant Services.
8.2. Right To Enter, Inspect And Make Repairs
City and its authorized officers, employees, agents, contractors, subcontractors, and other representatives shall
have the light, at such times as may be reasonable under the circumstances and with as little interruption of
the Operator's operations as is reasonably practicable, to enter upon and in the Premises for the following
purposes:
A. Inspection To inspect such Facilities to determine whether Operator has complied and is
complying with the terms and conditions of this Agreement.
B. Maintenance: To perform maintenance and repairs in any case where the Operator is obligated,
but has failed to do so, after the Director has given the Operator reasonable notice to do so, in which
event the Operator shall reimburse the Center for the reasonable cost thereof promptly upon demand.
C. Access: To gain access to the mechanical, electrical, utility and structural systems of the Center
for the purpose of maintaining and repairing such systems; the maintenance and repair of the same
being the sole responsibility of City except where occasioned by the negligence or misconduct of
Operator.
8. 3. Maintenance And Repair
Operator shall at its sole expense, maintain, repair and replace, if necessary, all Operator's equipment and
furnishings utilized in connection with restaurant services hereunder. City shall maintain, repair, and replace
City's equipment and furnishings utilized in connection with the restaurant services and any structural
components of the Center, including without limitation, the permanent existing water, gas or sewer lines
electrical service, and telephone infrastructure to the various facilities. The foregoing exception is not
applicable where such repair or replacement is on account of the actions of Operator or its officers agents, or
employees. The Director must approve any material alteration or replacement of equipment or furnishings in
advance. Operator shall not engage in any waste, injury, or damage upon or to the Center or its equipment and
appurtenances. At the expiration of this Agreement, Operator shall leave the Facilities and their equipment
and appurtenances in at least the same condition as that which existed at the commencement of the
Agreement, plus any additions, less normal wear and tear.
8.4. Cleanliness Of Work and Food Service Areas
Contract for Restaurant Services in the Centennial Room
And Backstage Club at Will Rogers Memorial Center
Page 3 of 10
Operator shall keep work area and restaurant clean and free from all rubbish.
COMPLIANCE WITH LAWS AND REGULATIONS. Operator shall comply with all federal, state,
county and city statutes, laws and ordinances including but not limited to, all local public health safety and
fire regulations, and all such rules and regulations now or hereafter applicable to the Will Rogers Memorial
Center or to any adjoining public ways or as to the manner of use or the conduct of the Operator's business.
10. LICENSE In order to assure the necessary health inspections of the preparation facilities and transportation
vehicles are completed and comply with all applicable regulations, evidence of a valid City of Fort Worth
Restaurant Permit or Temporary Health Permit, valid for the dates covered by this agreement shall be
delivered to the Director of Public Events at the Will Rogers Memorial Center prior to the execution of this
Agreement.
11. INSURANCE.
Operator shall provide the City with certificate(s) of insurance documenting policies of the following
minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this
Agreement:
BASIC INSURANCE REQUIREMENTS
The OPERATOR shall procure and maintain at all times, in full force and effect, a policy or policies
of insurance to provide the types and limits of coverage specified herein.
1. Commercial General Liability (CGL) Insurance Policy
$1,000,000 each occurrence
$2,000,000 aggregate limit
2. Automobile Liability Insurance Policy
$1,000,000 each accident on a combined single limit basis
or
$250,000 Property Damage
$500,000 Bodily Injury per person
$1,000,000 Bodily Injury per occurrence
A commercial business policy shall provide coverage on "Any Auto", defined as autos
owned, hired and non -owned.
Workers' Compensation Insurance Policy
Statutory limits
Employer s liability
$100 000 Each accident/occurrence
$100 000 Disease - per each employee
$500 000 Disease - policy limit
4. Liquor Liability:
The policies of insurance shall protect the City and the CENTER premises as additional
insureds for and against damages, judgments, claims, liens, costs and expenses arising
under Texas law or under any other present or future law, statute or ordinance of the City
or other governmental authority having jurisdiction at the Center by reason of any
Contract for Restaurant Services in the Centennial Room
And Backstage Club at Will Rogers Memorial Center
Page 4 of 10
storage, sale or use of Alcoholic Beverages on or from the premises and shall include the
following:
Bodily injury or property damage for which any insured may be held liable by reason of:
a) Causing or contributing to the intoxication of any person;
b) The furnishing of Alcoholic Beverages to a person under the legal drinking age or
under the influence of alcohol; or
c) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of
Alcoholic Beverages.
and shall be in the following limits:
$1,000,000 Each Common Cause
$1,000,000 Aggregate Limit
GENERAL INSURANCE REQUIREMENTS:
The City, its officials, employees, agents and officers shall be endorsed as an "Additional
Insured" to all policies except Employers Liability coverage under the Workers
Compensation policy.
b. All policies shall be written on an occurrence basis. If insurance policies are not written
for specified coverage limits, an Umbrella or Excess Liability insurance for any
differences is required. Excess Liability shall follow form of the primary coverage.
c. All policies shall be written by an insurer, with an A- VIII or better rating by the most
current version of the A. M. Best Key Rating Guide or with such other financially sound
insurance carriers acceptable to the City.
d. Deductibles shall be listed on the Certificate of Insurance and shall be on a "per
occurrence" basis unless otherwise stipulated herein.
e. If coverage is underwritten on a claims -made basis, the retroactive date shall be
coincident with or prior to the date of the Agreement and the certificate of insurance shall
state that the coverage is claims -made and the retroactive date. The insurance coverage
shall be maintained for the duration of the Agreement and for five (5) years following
completion of the service provided under the Agreement or for the warranty period,
whichever is longer. An annual certificate of insurance submitted to the City shall
evidence such insurance coverage.
f. Certificates of Insurance shall be delivered to the City of Fort Worth, 3401 W. Lancaster
Avenue, Fort Worth, Texas 76107, evidencing all the required coverages, including
endorsements.
The deductible or self -insured retention (SIR) affecting required insurance coverage shall
be acceptable to the Risk Manager and/or Public Events Department of the City of Fort
Worth in regards to asset value and stockholders' equity. In lieu of traditional insurance
alternative coverage maintained through insurance pools or risk retention groups must
also be approved.
h. All policies shall be endorsed with a waiver of subrogation providing rights of recovery
in favor of the City.
Contract for Restaurant Services in the Centennial Room
And Backstage Club at Will Rogers Memorial Center
Page 5 of 10
whole oi in part, for any subsequent event in the Will Rogers Memorial Center unless there is a superseding
written document executed by both parties.
In the event of breach of any the provisions of this contract by Operator, including, but not limited to, the
non-payment of fees or failure to provide proof of insurance, the City may terminate this contract immediately
by giving wi itten notice to Operator
14. GOVERNING LAW / VENUE. This Agreement shall be construed in accordance with the internal laws of
the State of Texas If any action, whether real or asserted, at law or in equity, is brought on the basis of this
Agreement venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
15. NOTICES All notices required shall be in writing and sent by certified mail, return receipt requested, to the
Director of Public Events for the City of Fort Worth, 3401 W. Lancaster Avenue, Fort Worth, Texas 76107
16. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the parties and may be
amended only in writing and executed by duly authorized representatives of the parties.
17. AMENDMENTS / MODIFICATIONS / EXTENSIONS. No extension, modification, or amendment of this
Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set
forth in a written instrument, which is executed by an authorized representative and delivered on behalf of
such party.
18. FORCE MAJEURE If the Facilities or any portion thereof shall be destroyed or damaged by fire or other
calamity so as to prevent the use of the Facilities for the purposes and during the periods specified in this
contract or if the use of the Facilities by Licensee shall be prevented by act of God strike, lockout, material or
labor lestiiction by any governmental authority, civil riot, flood, or any other like cause beyond the control of
the City, then this contract shall terminate and Operator hereby waives any claim against City foi damages by
reason of such termination.
19. INDEPENDENT CONTRACTOR/NO PARTNERSHIP. The doctrine of respondent superior shall not
apply as between the Licensee and City and nothing contained in this Agreement shall be deemed to
constitute City and Operator as partners or joint ventures with each other, nor shall the Operator be considered
to be an agent, representative, or employee of the City. Operator shall have the exclusive control of and the
right to control its employees and the details of its operation on the Facilities and shall be solely responsible
for the acts and omissions of its officers, agents, employees, contractors, and subcontractors.
20. SEVERABILITY. In case any one oi more of the provisions contained in this Agreement are held to be
invalid, illegal, or unenforceable in any i espect, such invalidity, illegality, or unenforceability shall not affect
any other provision heeeof and this contract shall be considered as if such invalid, illegal or unenforceable
provisions were never contained herein.
21. ASSIGNMENT AND SUBCONTRACTING. Operator shall not assign or subcontract any of its duties,
obligations or rights under this Agreement without the prior written consent of the City If the City grants
consent to an assignment, the assignee shall execute a written Agreement with the City and the Operator
under which the assignee agrees to be bound by the duties and obligations of Operator under this Agreement.
The Operator and assignee shall be jointly liable for all obligations under this Agreement prior to the
assignment If the City grants consent to a subcontractor, the subcontractor shall execute a wi itten Agreement
with the Operator referencing this Agreement under which the subcontractor shall agree to be bound by the
duties and obligations of the Operator under this Agreement as such duties and obligations may apply. The
Operator shall provide the City with a fully executed copy of any such subcontract.
22. CONTRACT CONSTRUCTION The Parties acknowledge that each party and, if it so chooses, its
counsel, have reviewed and revised this Agreement and that the normal rule of construction to the effect that
Contract for Restaurant Services in the Centennial Room
And Backstage Club at Will Rogers Memorial Center
Page 7 of 10
any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this
Agreement or any amendments or exhibits hereto.
23. WAIVER. No waiver of performance by either party shall be construed as oi operate as a waiver of any
subsequent default of any terms, covenants, and conditions of this Agreement. The payment or acceptance of
fees for any period after a default shall not be deemed a waiver of any right oi acceptance of defective
performance.
24. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
25. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal
authority to execute this Agreement on behalf of the respective party, and that such binding authority has been
granted by proper order, resolution, ordinance, or other authorization of the entity. The other party is fully
entitled to rely on this warranty and representation in entering into this Agreement.
26. SURRENDER OF POSSESSION. Upon termination or expiration of this Agreement, all rights, powers
and privileges granted to Operator hereunder shall cease and Operator shall peaceably vacate the Facilities.
Operator shall remove from the Facilities all trade fixtures, tools machinery, equipment materials and
supplies placed on the Facilities by Operator upon request of the Director and shall do so within thirty (30)
calendar days of that request at no cost to the City.
27. DISPUTE RESOLUTION If either Operator or City has a claim, dispute, or other matter in question for
breach of duty, obligations, or services rendered that arises under this Agreement, the parties shall first
attempt to resolve these issues through this dispute resolution process. The disputing party shall notify
the other party in writing as soon as practicable after discovering the claim, dispute or breach. The
notice shall state the nature of the dispute and list the parry's specific reasons for such dispute. Within
ten (10) business days of receipt of the notice, both parties shall make a good faith effort, either through
email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim,
dispute, breach, or other matter in question that may arise out of, or in connection with this Agreement
If the parties fail to resolve the dispute within sixty (60) calendar days of the date of receipt of the notice
of the dispute, then the parties may submit the matter to non -binding mediation upon written consent of
the authorized representatives of both parties in accordance with Chapter 154 of the Texas Civil
Practice and Remedies Code and Chapter 2009 of the Texas Government Code, then in effect. Request
for mediation shall be in writing, and shall request that the mediation commence not less than fifteen
(15) or more than forty-five (45) calendar days following the date of request, except upon Agreement of
the parties In the event City and Operator are unable to agree to a date for the mediation or to the
identity of a mutually agreed mediator within thirty (30) calendar days following the date of the request
for mediation then all the conditions precedent in this section shall be deemed to have occurred. The
parties shall share the mediator's fee and any filing fees equally. Venue for any mediation or lawsuit
arising under this Agreement shall be in Tarrant County, Texas. Any agreement reached in mediation
shall be enforceable as a settlement agreement in any court having jurisdiction. No provision of this
agreement shall waive any immunity or defense. No provision of this Agreement constitutes consent to
sue. If the parties cannot resolve the dispute through mediation, then either party shall have the right to
exercise any and all remedies available under law regarding the dispute.
Contract for Restaurant Services in the Centennial Room
And Backstage Club at Will Rogers Memorial Center
Page 8 of 10
IN WITNESS HEREOF, the Parties have EXECUTED this Agreement on the
CITY OF FORT WORTH:
By:
v
san Alanis
ssistant City Manager
RECOMMENDED:
By:
Kirk N. Slaughter
Director of Public Events
REATA RESTA RANTS MANAGEMENT CO., L.L.C.
7
By:
APPROVED AS TO FORM AND LEGALITY:
'-yler F. Wallach
Assistant City Attorney
Marty Hendrix
City Secretary
AGREEMENT AUTHORIZATION:
No M&C required.
Contract for Restaurant Services in the Centennial Room
And Backstage Club at Will Rogers Memorial Center
Mike Micallef
President
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Page 9 of 10
OFFICIAL RECORD
CITY SECRETARY
FT. WORM, TX
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority In and for the State of Texas, on this day personally appeareds
Susan Alanis, known to me to be the person whose name is subscribed to the foregoing instrument and known to
me to be the Assistant City Manager for the City of Fort Worth and acknowledged to me that he executed the
same for the purposes and consideration therein expressed and in the capacity therein stated, as the act and deed of
said City.
otary
GIVEN UNDER MY HAND and seal of office, this the
nd for the State of Texas
My commission expires on:
STATE OF TEXAS §
COUNTY OF TARRANT §
day of 11.
...1r .*o
S3/4":"
_..
BETTY J. TANNER
MY COMMISSION EXPIRES
May 28, 2014
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IS
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I .114114 4W I. I a1 . S . . .
BEFORE ME, the undersigned authority in and for the State of Texas, on this day personally appeared
Mike Micallef, known to me to be the person whose name is subscribed to the foregoing instrument and known to
me to be the President of Reata Management Co., L.L.C., and acknowledged to me that he/she executed the same
for the purposes and consideration therein expressed and in the capacity therein stated, as the act and deed of said
company.
GIVEN UNDER MY HAND and seal of office, this thee ay of
Notary Pub sic i
217)1
or the State of Texas
IMy commission expires on: �� Izq 19-
Contract for Restaurant Services in the Centennial Room
And Backstage Club at Will Rogers Memorial Center
Page 10 of 10
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2011.
BETTY J. TANNER
MY COMMISSION EXPIRES
May 28, 2014
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX