HomeMy WebLinkAboutContract 36908 CITY SECRETARYlqos
STATE OF TEXAS § CONTRACT NO,
COUNTY OF TARRANT §
This Agreement is made and entered into between the City of Fort Worth, a
home-rule municipal corporation situated in Tarrant County, Texas (hereinafter referred
to as "City"), acting herein by and through Carl Smart, it's duly authorized Acting
Assistant City Manager, and Radio Disney Dallas, LLC, on behalf of KMKI (AM), a
limited liability corporation doing business in Texas, whose principal place of business
is located at 2221 East Lamar Boulevard, Arlington, TX 76006 hereinafter referred to as
"Contractor").
WHEREAS, the City is hosting a volunteer appreciation party on March 29,
2008 for its Keep Fort Worth Beautiful campaign(the"Party").
NOW, THEREFORE, in consideration of the mutual covenants herein
expressed,the parties agree as follows:
SECTION 1.
CONTRACTOR'S SERVICE
Contractor shall operate and complete a two (2)hour on-site radio presentation
appearance at the Festival, to be located at Trinity Park,Art Pavilion#3, 2401
University Drive, Fort Worth, Texas featuring Contractor's Local Host Jay Jenson or
Tera Beall.
(a) Contractor shall supply its own tent, scrim, table, PA system and music for the
Festival.
(c) Contractor shall also provide prizes such as tattoos, stickers, candy and book
covers as well as Disney DVD's, toys and tickets to upcoming Disney events
and concerts at the Festival.
(d) The Contractor shall include and publicize the Festival on Contractor's website
and on the Kid Konnection Hotline, 817-695-3570.
(e) Contractor acknowledges that the operating hours of the remote appearances
shall be from 1:30 p.m. to 3:30 p.m. on Saturday, March 29, 2008. In no event
shall the City be billed for any time spent after 3:30 p.m. Contractor shall also
begin set-up of the remote appearances at a time which will allow Contractor to
be ready to begin the Festival for public participation at 1:30 p.m.
tractor shall provide all persons necessary to facilitate the safe and
i6c yable participation by the public at the Festival.
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(g) City shall have the right to use Contractor's logo, as provided by Contractor
to City and only upon the prior written approval of Contractor for each
requested use by the City, to advertise the Festival.
SECTION 2.
TERM
(a) The terms of the Agreement shall apply to the Festival scheduled to be on or
about March 29, 2008, at 1:30 pm until 3:30 p.m.
(b) The City reserves the right to cancel either event for any reason upon ten(10)
days notice to the Contractor and shall not be required to pay for those
services described herein.
SECTION 3.
PAYMENTS TO CONTRACTOR
(a) The City shall pay to the Contractor, an amount not-to-exceed of three
thousand dollars ($3,000) for total services provided on March 29, 2008.
Within ten(10) days after the full execution of this Agreement but before
the Festival, the City shall pay Contractor one thousand five hundred
dollars and no cents ($1,500.00), upon receiving an invoice from the
Contractor. Thereafter, City shall pay Contractor one thousand five
hundred dollars and no cents ($1,500.00) within seven (7) days from
receiving an invoice from Contractor prior to the performance of
Contractor's services herein, as described in Section 2. However, if the
Contractor does not perform such services under the terms of this
Agreement then City shall be entitled to a full and complete refund of
three thousand dollars ($3,000) immediately upon demand.
(b) The City shall have the right to cancel the event if there is severe weather
or a level orange or red security incident as determined by the City. If the
City cancels an event there shall be no cancellation fee and Contractor
shall reschedule the event with the City as long as it is reasonably
practicable and allowable by all applicable laws and regulations
SECTION 4.
INSURANCE AND RESPONSIBILITY
(a) During the term of this Agreement, Contractor shall maintain in full force
and effect, at his own cost and expense, Commercial General Liability
Insurance in at least the minimum amount of$1,000,000 per occurrence with
an annual aggregate limit of not less than $2,000,000, and the City.,shall b ,1
named as an additional insured on the insurance policy.
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(b) Contractor shall be responsible for any and all wrongful or negligent acts or
omissions of its employees and agents.
(c) Additional Insurance Requirements
1. The City, its officers, employees and servants shall be endorsed as an
additional insured on all insurance policies excepting employer's liability
insurance coverage under Contractor's workers' compensation insurance
policy.
2. Certificates of insurance shall be delivered to the City of Fort Worth,
Parks and Community Services Department, Attn: Park Reservationist,
4200 South Freeway Suite 2200, Fort Worth, TX 76115,
contemporaneously with the execution of the contract.
3. Any failure on part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirements
specified herein.
4. Each insurance policy shall be endorsed to provide the City a minimum
thirty days notice of cancellation, non-renewal, and/or material change in
policy terms or coverage. A ten (10) days notice shall be acceptable in
the event of non-payment of premium.
5. Insurers must be authorized to do business in the State of Texas and have
a current A.M. Best rating of A: VII or equivalent measure of financial
strength and solvency.
6. Other than worker's compensation insurance, in lieu of traditional
insurance, City may consider alternative coverage or risk treatment
measures through insurance pools or risk retention groups. The City must
approve in writing any alternative coverage.
7. Workers' compensation insurance policy(s) covering employees
employed during the remote appearances shall be endorsed with a waiver
of subrogation providing rights of recovery in favor of the City.
8. City shall not be responsible for the direct payment of insurance premium
costs for insurance.
9. All insurance policies shall each be endorsed to provide that such
insurance is primary protection and any self-funded or commercial
7;; coverage maintained by City shall not be called upon to contribute to loss
o
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10. During the term of the contract, all known loss occurrence which could
give rise to a liability claim or lawsuit or which could result in a property
loss shall be reported to the Environmental Management Department.
11. Contractor's liability shall not be limited to the specified amounts of
insurance required herein.
SECTION 5.
INDEMNIFICATION
CONTRACTOR AGREES TO DEFEND,INDEMNIFYAND HOLD THE CITY,ITS
OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST
ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF
ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY
DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT
RELATE TO, ARISE OUT OF OR ARE OCCASIONED BY (i) CONTRACTOR'S
BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT
OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONDUCT OF CONTRACTOR IN CONNECTION WITH THE
PERFORMANCE OF ITS SERVICES HEREUNDER, ITS OFFICERS, AGENTS,
ASSOCIATES, EMPLOYEES, EXCEPT THAT THE INDEMNITY PROVIDED
FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY TO THE
EXTENT RESULTING FROM THE NEGLIGENCE OF THE CITY OR ITS
OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, AND IN
THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH
CONTRACTOR AND CITY, RESPONSIBILITY, IF ANY, SHALL BE
APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS.
SECTION 6.
MAINTENANCE; ALTERATION TO PREMISES
(a) Contractor shall not make or cause to be made any alterations, additions or
improvements, or make any changes or additions to the area(s) which the City
shall designate for the Festival Presentation without prior written consent of the
City.
(b) All alterations, decorations, additions, and improvements made by Contractor
shall remain the property of Contractor during the term of the contract. Such
alterations, decorations, additions and improvements shall not be removed from
the property prior to the end of the term without the prior written consent of the
City. At the end of each festival, Contractor shall remove trade fixtures and all
such alterations, decorations, additions and improvements and shall restore the
property to the same condition as it was in at the commence of the festival,
ordinary wear and tear excluded.
CITY
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SECTION 7.
FORCE MAJEURE
Neither City nor Contractor shall be deemed in breach of this Agreement if it is
prevented from performance by Acts of God, acts of public enemy, acts of superior
governmental authority, strikes or labor disputes, floods,riots, rebellion, sabotage, or
any similar circumstances not within the reasonable control of either party nor
reasonably expected weather for the regional area.
SECTION 8.
RECORDS AND AUDITS
To the extent applicable, Contractor shall keep full, complete and proper books,
records and accounts of gross receipts, both for cash and on credit, of each separate
activity, and shall report same monthly to City. To the extent applicable, said books,
records and accounts, including any sales tax reports that Contractor may be required to
furnish to any government or governmental agency, shall at all reasonable times be
available for inspection by the City and its authorized representatives and agents. To the
extent applicable, Contractor agrees to maintain his financial records pertaining to the
operation and management of the Radio Disney Presentation and related activities for a
period of three (3)years after the conclusion of this Agreement.
SECTION 9.
NON-DISCRIMINATION/EQUAL OPPORTUNITY
Contractor shall not discriminate on the basis of race, color, creed, religion, sex,
age, military status, disability status, sexual orientation or national origin in the
performance of this contract. Contractor shall comply with all applicable local, state and
federal laws, rules and regulations pertaining to non-discriminate and equal opportunity
in the areas of employment, subcontracting and use of City of Fort Worth facilities.
SECTION 10.
AMERICANS WITH DISABILITIES ACT
In accordance with the provisions of the Americans With Disabilities Act of
1990 (ADA), Contractor warrants that he and any and all of his subcontractors will not
unlawfully discriminate on the basis of disability in the provision of services to the
general public, nor in the availability, terms and/or conditions of employment for
applicants for employment with, or employees of the Contractor or any of his
subcontractors. Each party warrants that it will fully comply with ADA's applicable
provisions and any other applicable federal, state and local laws concerning disability
and will defend, indemnify and hold the other party harmless against any claims or
allegations asserted by third parties or subcontractor's alleged failure to comply with the
above-referenced laws concerning disability discrimination in the performance of this
Agreement.
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SECTION 11.
ASSIGNMENT
Neither party shall assign, subcontract, sublet or transfer any or all of its
respective rights or responsibilities under this contract without the prior written consent
of the other party, and any attempted assignment, subcontract, sublease or transfer of all
or any part hereof without such prior written consent shall be void.
SECTION 12.
INDEPENDENT CONTRACTOR
Contractor shall operate under this Agreement as an independent contractor as to
all rights and privileges contained in this contract, and not as an agent, representative,
servant or employee of the City. Subject to the terms of this Agreement, Contractor shall
have the right to control the details of performance hereunder. City and Contractor agree
that the doctrine of respondeat superior shall not apply as between City and Contractor,
and that each party shall be solely responsible for its acts or omissions in connection
with the Festival, and that nothing herein shall be construed as creating a partnership or
joint enterprise between City and Contractor. In the event of a dispute, any doubt as to
the construction of this Agreement shall be resolved so as to maintain Contractor's
status as an independent contractor.
SECTION 13.
NATURE OF CONTRACT
It is expressly understood and agreed that this Agreement is a contract for the
operation and management of the Festival Presentation and related activities by
Contractor as set forth herein, and not a lease or conveyance of any interest in the
property.
SECTION 14.
CONDITION OFTHE TRINITY PARK PAVILION; WARRANTIES
EXCLUDED
Contractor hereby represents that he/she has inspected the Trinity Park Pavilion
and improvements thereon, that Contractor finds same suitable for all activities and
operations agreed to contemplated hereunder, and that he does so on an "as is"
condition. City hereby expressly excludes any and all warranties in regard to the Trinity
Park Pavilion, including without limitation fitness for any particular purpose.
SECTION 15.
COMPLIANCE WITH LAWS
Each party, its respective officers, agents, servants, employees, contractors and
subcontractors, shall abide by and comply with all applicable federal, state-and.-lec
laws, rules and regulations, including Charter and all ordinances, rules and i�kblafi-OWN
'
of the City of Fort Worth in or related to the operation and management of the Cit
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parks, lakes, and associated facilities. In the event of its non-compliance, Contractor
shall immediately correct same at his/her own cost and expense.
SECTION 16.
TERMINATION AND REMEDIES
If either party fails to perform any of the obligations set forth in this contract,
and such party does not cure such default upon notice by the other party within a
reasonable cure period, the non-defaulting party may elect to terminate this contract
immediately and seek all other remedies provided under law and equity. The right to
terminate this contract pursuant to this section shall be cumulative of any other remedies
available to the City or Contractor at law or in equity for a breach of this contract. All
such remedies may be exercised concurrently and whenever and as often as need
therefore arises. Waiver of any breach does not constitute any continuing waiver or a
waiver of any subsequent breach of this contract.
SECTION 17.
LICENSES,PERMITS AND FEES
Contractor agrees to obtain and pay for all applicable licenses, permits, certificates,
inspections, and all other fees required by law necessary to perform the services
prescribed for Contractor to perform hereunder.
SECTION 18.
SUCESSORS AND ASSIGNS
All terms, covenants and agreements contained in this contract shall be binding upon
and inure to the benefit of the successors and assign of the respective parties hereto.
SECTION 19.
APPLICABLE LAW; VENUE
This contract and relationship of the parties created hereby and shall be construed in
accordance with and be governed by the laws of the State of Texas. Venue for any suit,
at law or in equity, shall lie exclusively in Tarrant County, Texas.
SECTION 20.
NOTICES
All notices, demands, requests or replies provided for or permitted in this contract
shall be in writing and may be delivered by one of the two following methods:
By personal delivery with receipt acknowledged in writing; or
By deposit with United States postal service as certified or registered , return ,
receipt requested, postage prepaid to addresses stated below. ? w
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For purposes of notice, demand, request, reply or payment the addresses of the parties
shall be:
City: Brian Boerner, Director of Environmental Management
1000 Throckmorton Street
Fort Worth, Texas 76102
With copy to: City Attorney at same address
Contractor:
Jamie Ramsey
General Manager
221 East Lamar Boulevard
Arlington, TX 76006
Each party shall have the right to designate a different address within the United States
of America by the giving of notice in conformity with this section.
SECTION 21.
SECTION HEADINGS
The section headings contained in this contract are for convenience in reference only
and are not intended to define or limit the scope of any provision of this Agreement.
IN WITNESS WHEREOF, the parties hereby have executed this Agreement in triplicate
on this date, thq,,U of 11 '�p,��,�, , 2008.
CITY OF FORT WORTH RADIO DISNEY DALLAS,LLC
�?By: �471
m
cting Assistant City Manager r, ('
CITY UH
�adicrBisney-Contract $
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ATTEST:
=NOM&CREQUIRED
Marty�Hend
City Secretary
APPROVED AS TO FORM AND LEGALITY:
Nw ov� R A quir
Assistanl City Attorney
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