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HomeMy WebLinkAboutContract 51647 GGa� �Z �� CITY SECRETARY R�GE�vE CONTRACT NO. c� D -7 pEC `� 2�1aV�IMayfest yc �,c bcR\SPRY Non-Profit Participant Agreement V.."THIS MAYFEST PARTICIPANT AGREEMENT(this "Agreement")is entered into as of 12/113/18 by and between MAYFEST, INC., a Texas non-profit corporation, ("Mayfesf') and located at 6115 Camp Bowie Blvd. Suite 160,Fort Worth,Texas 76116 and ("Non Profit Participant")located at WHEREAS,Mayfest plans to hold its river festival in Trinity Park in Fort Worth, Texas, on May 2, 2019 through May 5,2019("Mayfest Festival');and WHEREAS,Mayfest has a lease agreement with the City of Fort Worth permitting it to do so;and WHEREAS,Participant desires to promote its interests at the Mayfest Festival;and WHEREAS,Mayfest is agreeable to permit Participant to promote its interests at the Mayfest Festival but only if Participant complies fully with all of the terms and conditions herein contained; NOW, THEREFORE, in consideration of the foregoing, of the mutual covenants and agreements herein contained,and of other good and valuable consideration,the receipt and sufficiency of which is acknowledged by all the parties to this Agreement,the parties to this Agreement do hereby agree and bind themselves as follows: 1. Mayfest hereby grants to Participant the right to promote its interests at the Mayfest Festival according to Appendix A. The exact location of the area in which Participant will promote its interests shall be determined by Mayfest in its sole determination. No representation is being made by Mayfest as to such location. Participant understands and agrees that Mayfest may allow other Participants to promote interests similar to those promoted by Participant and Mayfest is in no way restricted or limited from doing so. Participant will not move its location without the prior written consent of Mayfest. Should Participant move without permission, in addition to any other right that Mayfest has under this Agreement, Participant will pay to Mayfest a $100 penalty for such action. It is agreed and understood that Mayfest is not endorsing any promotion made by Participant and Participant will not make any representation to that effect, either express or implied. In the event that Mayfest determines that the manner in which Participant is conducting itself may imply that Mayfest is endorsing any such promotion, Participant will take whatever steps Mayfest deems necessary and appropriate to prevent such from occurring. Mayfest agrees to provide the following to Participant at the cost indicated by each item: See Appendix A.The cost of such items as indicated above will be paid upon the execution of this Agreement. Such fees are non-refundable. 2. In the event Non-Profit Participant determines to promote and/or advertise goods, services, and/or products of any third party while Participant is located at the Mayfest Festival, any such promotions and/or advertisements must be approved in advance in writing by Mayfest, Inc. Executive Director.Non Profit Participant recognizes that the manner in which it operates its concession will reflect on the reputation of Mayfest, and,therefore, agrees at all times to comply with all rules, specifications, and special instructions established by Mayfest, including, without limitation, the appearance and operation of the concession and the booth space and policies regarding entering and exiting the Mayfest Festival. Non Profit Participant agrees that it will operate its concession solely within the space identified by Mayfest, and further agrees that repeated non-compliance may result in removal from the Festival. In the event Non Profit Participant seeks to promote and/or advertise goods,services,and/or products of any third party while Non Profit Participant is located at the Mayfest Festival, any such promotions and/or advertisements must be approved in advance, in writing by the Mayfest, Inc. Executive Director. Without limiting the foregoing, Non Profit Participant agrees that any person operating any form of vehicle (car, truck, golf cart, mule, etc.) within the Mayfest Festival grounds must be at least eighteen (18) years of age and have a valid driver's license. All motor vehicles must be appropriately insured and registered as required by state law. 3. In dealing with Mayfest's agents and representatives,Participant agrees that Participant will be cooperative, courteous and professional at all times. In the event in Mayfest's opinion Participant has failed to---- all of the provisions of this Agreement, including, without limitation, if Participant is othery i ttlLKCORD CITY SECRETARY FT. WCC TX MAYFEST NON-PROFIT PARTICIPANT AGREEMENT:2019 discourteous, or verbally or physically abusive to Mayfest's agents or representatives, Mayfest may, in its sole determination and without prior notice, terminate this Agreement and require Participant to immediately close its booth or area of operation and depart the Mayfest Festival, in which event Participant agrees to do so immediately. In such event,Participant shall forfeit all sums paid hereunder to Mayfest. In the event Participant fails comply with the provisions of this Paragraph 3, Participant shall reimburse Mayfest for all its expenses incurred in removing or having Participant removed from the premises, and in the event such forced removal is necessary, Mayfest and its agents and other representatives shall not be liable for any losses suffered by Participant in connection with such forced removal. 4. Mayfest has made and makes no representation or warranty that security or insurance will be provided for any losses to for any property whatsoever placed within the premises of the Mayfest Festival (including without limitation any musical instruments, audio and technical equipment, costumes, vehicles or livestock and any other personal property) and Mayfest assumes no responsibility or liability for such property. Participant acknowledges and agrees that Mayfest has no responsibility or liability for such property and hereby waives any claims related thereto. Participant hereby expressly releases and discharges Mayfest from any and all liability for any loss, injury, or damage to persons or property that may be sustained by the use or occupancy of such property or in any way relating thereto. 5. Participant shall comply with all laws (federal, state and local), including all ordinances of the City of Fort Worth,all rules,regulations and requirements of the police and fire departments,park and recreation board,and City Health Dept.; and any and all requirements specifically made by the Fire Marshall in connection with Mayfest and shall obey all other regulations of the of the City of Fort Worth. Participant shall obtain and pay for all necessary permits, licenses, and taxes payable as a result of the operation of its activity at the Mayfest Festival. Participant recognizes that the manner in which it operates it event will reflect on the reputation of Mayfest, and, therefore, agrees at all times to comply with all rules,specifications,and special instructions established by Mayfest, including but not limited to, policies on entering and exiting the park. Without limiting the foregoing, Participant agrees that in order to operate any form of vehicle (car, truck, golf cart, mule, etc.) within the Mayfest Festival grounds,such person must be at least eighteen(18)years of age and have a valid driver's license. 6. Mayfest shall have no obligation to pay or reimburse Participant for any expenses incurred in conjunction with participation in this event. 7. Participant shall at all times hereunder act as an independent contractor with respect to Mayfest and the Mayfest Festival,and not as an employee or agent of Mayfest. Nothing contained in this Agreement shall be construed to create a joint venture, partnership, association, or other affiliation between the parties, it being specifically agreed that the relationship is and shall remain that of independent parties to a contractual relationship as set forth in this Agreement. Mayfest shall neither have nor exercise any specific control or direction over the particular methods by which Participant shall perform under this Agreement, except as otherwise set forth in Paragraph 5 above. Neither party shall be liable for the debts or obligations of the other except as otherwise specifically provided in this Agreement. 8. Participant further covenants and agrees that, if it is a charitable association, corporation, entity, or individual having or claiming an immunity or exemption (statutory or otherwise) from and against liability for damage or injury to property or persons,that Participant hereby expressly waives its rights to plead defensively such immunity or exemption as against Mayfest. 9. It is understood and agreed that Mayfest, acting by and through its authorized agents and representatives, shall have at any and all times the full and unrestricted right to enter Participant's area of operation for the purpose of insuring that Participant is complying with all the provisions of this Agreement. 10. PARTICIPANT COVENANTS AND AGREES TO INDEMNIFY AND HOLD HARMLESS MAYFEST, THE JUNIOR LEAGUE OF FORT WORTH, INC., STREAMS AND VALLEYS, INC., TARRANT REGIONAL WATER DISTRICT, THE CITY OF FORT WORTH, AND EACH OF THEIR RESPECTIVE AFFILIATED COMPANIES, PARTNERS, SUCCESSORS, ASSIGNS, HEIRS, LEGAL REPRESENTATIVES, DEVISEES, OFFICERS, DIRECTORS, TRUSTEES, SHAREHOLDERS, EMPLOYEES AND AGENTS, FROM AND AGAINST ALL CLAIMS FOR DAMAGES OR INJURIES TO MAYFEST NON-PROFIT PARTICIPANT AGREEMENT:2019 Page 2 PERSONS OR PROPERTY ARISING OUT OF THE NEGLIGENT ACTS OR OMISSIONS, OR WILFULL MISCONDUCT OF PARTICIPANT, ITS AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS, AND PARTICIPANT DOES HEREBY ASSUME ALL LIABILITY AND RESPONSIBILITY FOR INJURIES, CLAIMS, OR SUITS FOR DAMAGES TO PERSONS OR PROPERTY OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED (OCCURRING PRIOR TO, DURING, OR AFTER THE MAYFEST FESTIVAL) WHICH WERE CAUSED BY PARTICIPANT, ITS AGENT, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. PARTICIPANT COVENANTS AND AGREES TO OBTAIN AND KEEP IN FORCE DURING THE TERM OF THIS AGREEMENT A COMMERCIAL GENERAL LIABILITY POLICY, INCLUDING PRODUCTS AND COMPLETED OPERATIONS LIABILITY COVERAGE, OF $1,000,000.00. SUCH POLICY OF INSURANCE SHALL (A) NAME MAYFEST AS AN ADDITIONAL NAMED INSURED, AND (B) CONTAIN A PROVISION THAT SUCH POLICY CANNOT BE CANCELLED OR TERMINATED OR THE AMOUNT OF COVERAGE REDUCED BELOW $1,000,000.00 WITHOUT FIFTEEN(15)DAYS PRIOR WRITTEN NOTICE OF SUCH ACTION HAVING BEEN GIVEN TO MAYFEST. THE NOTICE REQUIRED IN THE PRECEDING SENTENCE MUST BE GIVEN BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO MAYFEST, INC. EXECUTIVE DIRECTOR 6115 CAMP BOWIE, SUITE 160, FORT WORTH, TEXAS 76116. PARTICIPANT SHALL FURNISH TO MAYFEST EITHER A CERTIFICATE OF SUCH INSURANCE, OR A COPY OF THE POLICY ITSELF SHALL BE PROVIDED. 11. No term or condition of this Agreement shall be deemed to have been waived, and no party hereto shall be estopped to enforce any provision of this Agreement, except by written instruments of the party charged with such waiver or estoppel. 12. Neither party shall be liable for any failure of or delay in performance of its obligations under this Agreement to the extent such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of God, acts of a public enemy, fires, floods, wars, civil disturbances, sabotage, accidents, insurrections, blockades, embargoes, storms, explosions, damage to its plants, labor disputes (whether or not the employees'demands are reasonable and within the party's power to satisfy),acts of any governmental body(whether civil or military, foreign or domestic), including but not limited to acts by the City of Fort Worth or Tarrant County, which result in the temporary or total cancellation of the Festival, all perils of the seas and other waters, failure or delay of third parties or governmental bodies from whom any party is obtaining or must obtain rights of way, easements, franchises, permits, machinery, materials, equipment, transportation, independent contracting, or supplies to grant or deliver the same,or inability to obtain labor,materials,equipment,or transportation(collectively referred to herein as "Force Majeure"),nor shall any such failure or delay give the other party the right to terminate this Agreement. Each party shall use its best efforts to minimize the duration and consequences of any failure of or delay in performance resulting from a Force Majeure event. In the event the Festival is cancelled or limited in any way due to a Force Majeure event Vendor agrees that Mayfest, Inc. shall not be responsible for any refunds to Vendor or for any losses suffered by Vendor due to cancellation. 13. The parties hereto hereby irrevocably consent to the jurisdiction of the courts of the State of Texas and of any federal court located in such State in connection with any action or proceeding arising out of or relating to this Agreement, any document or instrument delivered pursuant to, in connection with, or simultaneously with this Agreement,or a breach of this Agreement or any such document or instrument. 14. The obligations under the terms of this Agreement are performable in Tarrant County, Texas, and any and all payments under the terms of this Agreement are to be made in Tarrant County,Texas. 15. The parties hereto consent that venue of any action brought under this Agreement shall be in Tarrant County, Texas, provided, however, that venue of such action is legally proper in Tarrant County, Texas. 16. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall become binding upon the parties hereto when one or more counterparts hereof, individually or taken together, bear the signatures of all of the parties hereto. MAYFEST NON-PROFIT PARTICIPANT AGREEMENT:2019 Page 3 17. Any notice required or permitted by any party to this Agreement shall be in writing and may be delivered personally to the party being given notice or to the person in charge of the office of the party being given notice or by certified mail, return receipt requested, and any notice will be effective upon delivery in the case of personal delivery and upon deposit in the mail,postage prepaid, in the case of delivery by mail. The names and addresses of persons to receive notice as stated in this section may be changed by notice given in accordance with this section. 18. The Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to conflict of laws. 19. The headings in this Agreement are solely for the convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. Wherever required by context, any gender shall include any other gender,the singular shall include the plural and the plural shall include the singular. 20. This Agreement, including any provision hereof, may be amended only by written agreement executed by all of the parties to this Agreement. 21. This Agreement shall not be assignable by any party to this Agreement without the express prior written consent of all other parties to this Agreement and, in the event of an attempted assignment by one party to this Agreement without the express prior written consent of all other parties, such attempted assignment shall be void and without effect. 22. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto, and their respective successors, legal representatives,heirs and permitted assigns, and no other person shall have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained. 23. To the extent that any provision herein is inconsistent with or in violation of any applicable law, rule or regulation, such provision shall be deemed modified so as to comply with such applicable law, rule or regulation, and shall not otherwise affect any other provisions of this Agreement. Any provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of that provision or of any of the other provisions of this Agreement in any other jurisdiction. 24. At any time and from time to time, each party agrees, without further consideration, to take such actions and to execute and deliver such documents as may be reasonably necessary to effectuate the purposes of this Agreement. 25. The parties acknowledge that each party has reviewed this Agreement and has had an opportunity to have the Agreement reviewed by their respective attorneys and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits attached hereto and the language of this Agreement shall be construed according to its fair meaning and not strictly for or against either parry. 26. Unless otherwise specifically provided to the contrary or unless the text of this Agreement clearly indicates otherwise, each of the representations, warranties, covenants and agreements of the parties hereto contained in this Agreement shall survive the closing of the transactions contemplated hereby and the execution and delivery of this Agreement and shall be fully enforceable against the party or parties sought to be charged with any breach hereof. 27. All attachments, exhibits or annexes referred to and attached to this Agreement are incorporated by reference herein and made a part hereof for all purposes,the same as if written in full in this Agreement. MAYFEST NON-PROFIT PARTICIPANT AGREEMENT:2019 Page 4 28. The remedies provided herein shall be cumulative and shall not preclude assertion by any party of any other rights. 29. This Agreement and the instruments called for by this Agreement constitute the whole agreement of the parties and supersedes any commitment, agreement,memorandum or understanding previously made by the parties, or any of them,with respect to the subject matter of this Agreement. 30. In the event any litigation is maintained or initiated by any party to this Agreement against another party to enforce or interpret any of the terms of this Agreement or to seek remedy for any breach hereof,then the prevailing party in such litigation shall be entitled to recover from the non-prevailing party all reasonable costs and expenses incurred in relation thereto,including,but not limited to,reasonable attorney's fees. 31. The parties hereto agree that no partnership,joint venture or joint enterprise of any kind is created by this Agreement. Nothing contained in this Agreement shall authorize, empower or constitute any party to this Agreement the agent of any other party of this Agreement,nor authorize or empower any party to this Agreement to assume or create any obligation or responsibility on behalf of any other party to this Agreement. 32. This Agreement shall terminate and supersede any and all prior written or oral agreements or understands existing between the parties hereto with respect to subject matter of this Agreement, and the parties hereto mutually release and discharge each other from any further obligation,liability or responsibility under any of the foregoing. 33. This agreement will be terminated if not signed and returned to Mayfest, Inc. within 30 days of agreement date. Mayfest Participant Agreement Non-Profit MAYFEST NON-PROFIT PARTICIPANT AGREEMENT:2019 Page 5 MAYFEST,IN NON-PROFIT PARTICIPANT By: By: �W v�f Elizabeth Basham,Executive Director Title: As5i- C( 4" Date: Date. Tax ID#: Email: y Q (�uc • W u S C0i`3" ,, CyV Phone: 1�l — (p 0 t•• &✓ --- - .�.��—oma AtteS AiaP TED AS 1 FORM AND LEGALITY: �, Nj J. Ka r, Sec re '' ° istant 1 I orney, Appendix A Mayfest 2019 Non Profit Participant Agreement OFFICIAL RECORD CITY SECRETARY FT WORTH,TX MAYFEST NON-PROFIT PARTICIPANT AGREEMENT:2019 Pae 6 City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Name of E ployee v re f ei. Ccg 0 Title It is agreed that Non-Profit Participant shall upon execution of this Agreement pay to Mayfest a nonrefundable fee of on or before March 15th. Mayfest festival agrees to provide the following Non-Prost Participant benefits: (1) space at the Mayfest Festival.(Tent,table,2 chairs and 1 v110 outlet,included for each space) If participant provides own tent then stakes must be covered. Any exposed trailer hitch on festival grounds must be covered. Tent must be set up a minimum of two feet from the street curb and the street must be clear of any promotional items at all times. Mayfest does not provide: walkboards,electric cords,hay or flag roping. . Vendors using a 50Amp 240v circuit must provide their own 50A 125/250v twist lock male cord cap Hubbell catalog#CS6365C and at least 50' of rubber cord,wire size 8/4. The items that Non-Profit Participant may promote,pursuant to this agreement may be generally described as: a. Sampling&Giveaways: a. Distribution of brochures/giveaways,samples/handouts(size and portion to be approved in advance)and activation of the booth(games,spin wheel,com hole toss)must be approved by March 151 by Mayfest. b. Booths Policies: • All personnel must remain within the assigned space and may not encroach in any way into the public right of way and not to exceed 2 feet from assigned booth space. • Tipping is not allowed. • Non-Profit Participant will not utilize any device to amplify voice at the festival.Festival"barking",overt solicitation of patrons or roaming festival grounds is not allowed. • Bartering between vendors,suppliers and participants is strictly prohibited. • Non-Profit participant personnel must wear uniform family-friendly attire. c. Non-Profit Participant will sufficiently staff booth space during all festival hours: Thursday May 2nd: 3:30pm—9:00pm;Friday May 3rd: 3:30pm— 10:00pm; Saturday,May 4th: 10:00am— 10:00pm; Sunday,May 5th: 11:00am—7:O0pm d. Non-Profit Participant will promote Mayfest festival as:Mayfest at Trinity Park in Fort Worth,Texas. e. New smoking policy:Per the City of Fort Worth,smoking is limited to designated areas. f. Non-Profit Participant agrees to access,set-up and tear down policies.(attached) Non-Profit Participant understands and agrees that Mayfest may allow other entities who are engaged in the same or similar business enterprise as Non-Profit Participant to provide or participate in matters that are the same or similar to those of Non-Profit Participant,and Mayfest is in no way restricted from doing so. It is agreed and understood that Mayfest is not endorsing any promotion made by Non-Profit Participant and Non- Profit Participant will not make any representation to that effect,either express or implied. In the event that Mayfest determines that the manner in which Non-Profit Participant is conducting itself may imply that Mayfest is endorsing any such promotion,Non-Profit Participant agrees to take whatever steps Mayfest deems necessary and appropriate to prevent such from occurring. Mayfest 2019 Check List(Must have before set up) MAYFEST NON-PROFIT PARTICIPANT AGREEMENT:2019 Page 7 ❑ All fees must be paid in full by March 1 st in order be allowed into Mayfest grounds for set up. ❑ Certificate of General Liability Insurance in an amount no less than One Million Dollars ($1,000,000.00), which includes Mayfest, Inc. listed as additional insured. Must be received by Mayfest Inc.no later than March 15th. ❑ Approval of handouts Any items to be distributed during Mayfest must be approved by the Mayfest Inc. Executive Director by March 15th. ❑ Approval of booth activation: Activation/activity of the booth must be approved by the Mayfest Inc.Executive Director by March 15ffi. Set Up of Booth Is by appointment on: Monday,April 29.2019 9:00 am until 5:00 pm Tuesday,April 30,2019 9:00 am until 5:00 pm Wednesday,May 1,2019 9:00 am until 12:00 pm If you cannot set up during these times,please notify the Mayfest, Inc. office at(817)332-1055 before April 20th to make arrangements. You must be set up by Wednesday at 12:00 pm. Tear Down of Booth Tear down of booth may begin: Sunday,May 5`t' 7:30 pm until 10:00 pm Monday,May 6th 9:00 am until 5:00 pm Tear down shall not begin until after the festival closes and the security announcement. Vehicles will be allowed onto festival grounds for load out after all festival patrons have departed. Load out must be completed by Monday, May 8th at 5:00 pm. Vehicle Access to Festival Grounds Cars will only have access to the festival grounds during the following hours: Thursday 7:00am-2:30pm Friday 7:00am-9:00am and 1:30pm-2:30pm Saturday 6:00am—7:00am Sunday 7:00am-10:00am Festival Hours: Thursday,May 2nd 3:30 p.m.—9:00 p.m. Friday, May 3rd 3:30 p.m.— 10:00 p.m. Saturday,May 4th 10:00 a.m.- 10:00 p.m. Sunday,May 5th 11:00 a.m.—7:00 p.m. Mayfest, Inc._ _ Participant C� Elizabeth Basham ( � Name Printed W Date_ ( a ( Date N(,( I�b rFT. L RECOPY CRETARY RTS T MAYFEST NON-PROFIT PARTICIPANT AGREEMENT:2019 ge