HomeMy WebLinkAboutContract 51809 CITY SECRETARY
CONTRACT N0.
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement') is made and entered into by and
between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and
through its duly authorized Assistant City Manager,and LANTERNFEST CREATIVE LLC("Vendor'),
a Florida limited liability company, acting by and through its duly authorized representative, each
individually referred to as o"patty"and collectively referred to as the"parties.'
AGREEMENT DOCUMENTS:
The.Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule and
4. Exhibit C—Verification of Signahrre.Antbority Form
Exhibits A,B and C,which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of'Exhibits A,B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control
1. SCOPE OF SERVICES.
To provide a turnkey traveling exhibit.of Japanese/Chinese LED.lanterns for the guests:of the Fon
Worth Botanic Garden within our 110 acres during the time frame of March 1,2019 to May 12,2019.
Exhibit A-Scope of Services specifically describes the services to be provided hereunder.
2. TERM.
This Agreement shall begin on March 1,2019("Effective Date")and shall expire on June 1,2019
("Expiration Date"),unless terminated earlier in accordance with this.Agreement.("Initial Term'). City
shall have the option;in its sole discretion,to renew this Agreement under the same terms and conditions,
for up to four(4)one-year renewal options.
3. COMPENSATION.
City shall pay Vendor in accordance with the provisions of this Agreement and Exhibit.B—Price
Schedule. City shall not be.liable for any additional expenses of Vender not_sped" d,by this Agreement
unless City first approves such expenses in writing.
4. TERMINATION.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and.for any
reason by providing the other party with thirty(30)days'written notice of termination.
4.2 NgA:Wronriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder,City will.notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
Vendor Services Agreefneot Pace 1 of 13 �
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received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which,funds have been appropriated,
4.3 Dutig&and Obligations of the Parties. In the event that this Agreement is.terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to.the effective date of
termination and Vendor shall continue to provide.City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termiaation of this Agreement for any
reason,Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement.In the event Vendor has received access to City Inforrmation or data as a requirement
to perform services hereunder,Vendor shall return all City provided da a3 to City in a machine readable
format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION,
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement In the event that any conflicts of interest arise after the Effective Date of this Agreement,.
Vendor hereby agrees immediately to make full disclosure to City in writi ng.
5.2 Confidential Information.Vendor,for itself and its office;-s,agents and employees,.agrees
that it shall treat all information provided to it by City e City Infbrmatio-")as confidential and shall not
disclose any such information to a third party without the prior written aplrroval of City..
53 Unauthorized Access.Vendor shall store and maintain Cit,Information.in a secure manner
and shall not allow unauthorized users to access,modify,delete or othemvise corrupt City Information in
anyway.Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to-have been compromised,in which event,V endor shall,in good faith,use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect suc:^,City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
Vendor agrees that City shall,until the expiration of three(3)years after final payment under this
contract,or the final conclusion of any audit commenced.during the said th-ee years,have access to and the
right to examine at reasonable times any directly pertinent books,documents,papers and records,including,
but not limited to,all electronic records,of Vendor involving transactions relating to this Agreement-at no
additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be pmvidedadequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section.City shall give Vendor reasonable advance notice
of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Vendor shall operate as m independent contractor as to
all rights and privileges and work performed under this Agreement, and not as agent; representative or
employee of.City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shalt have the exclusive right to control the details of its operatic..-isand activities and be solely
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responsible for the acts and omissions of its officers, agents, servants; employees, consultants and
subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor., its officers, agents, employees., servants,
Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between-City and Vendor. It is further understood that City shall in no way
be considered a Co-employer or a Joint employer of Vendor or any officers,agents,servants,employees or
subVendor of Vendor. Neither Vendor,nor any officers,agents,servants, employees or subVender of
Vendor shall be,entitled to any employment benefits from City. Vendor shall be responsible and liable for
any and all payment and reporting of taxes on behalf of itselfy and any of its officers, agents, servants,
employees or subVendor.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY-VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OFANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO TRE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
82 GENERAL INDEMNIFICATION-VENDORHEREBYCOVENANTSANDAGREES
TO INDEMNIFY.,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROM AND_AGAINST ANYANDALL CLAMS OR LAWSUITS OFANYRIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VrENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS)ANDIOR PERSONAL INJURY,INCL UDINGDEATH,TOANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY 30EMNIFICA7I0N - Vendor agrees to defend,
settle,or pay,at its own cost and expense,any claim or action against City for infringement of any
patent,copyright,trade mark,trade secret,or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, It being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation.So long as Vendor bears the cost and expense of payment for claims or actions against
City pursuant to.this section,Vendor shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with
Vendor in doing so.In the event City,for whatever reason,assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under this
Agreement,City shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise andto settle or compromise any such claim;however,
Vendor shall fully participate and cooperate with City in defense ofsuch claim or action.City agrees
to give Vendor timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto.Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify City under this Agreement.If the software
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and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or,if as a result of.a settlement or compromise,such use is materially adversely restricted,
Vendor shall,at its own expense and as City's sole remedy,either. (a.)procure for City the right to
continue to use the software and/or documentation;or(b)modify the;software and/ordocumentation
to make it non-infringing, provided that such modification does r ot.materially adversely affect
City'sauthorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid
to Vendor by City,subsequent to which termination City may seek any and all remedies available to
City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment Vendor shall not assign or subcontract any of its duties,obligations or rights
under this Agreement without the prior written consent of City. If City grants consent to an assignment,
the assignee shall execute a written agreement with City and.Vendor under which the assignee agrees to be
boundby the duties and obligations of Vendor under this Agreement Ven:lor and Assignee shall be jointly
liable.for all obligations of Vendor under this Agreement prior to the effective date of the assignment
92 Subcontract. If City grants:consent to a subcontract,suhVendor shall execute a written
agreement with Vendor referencing thisAgceement under which subVendor shall agree to be bound by the
duties and obligations.of Vendor under this Agreement as such duties and obligations may apply.Vendor
shall provide City.with a frilly executed copy ofany such subcontract.
10. INSURANCE.
Vendor shall provide City with certificates) of insurance docurnm ing policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$19000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
S1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on airy vehicle used by 'Vendor, its employees, agents,
representatives in the course of providing services under this Agreement "Any
vehicle"shall be-any vehicle owned,hired and nor.-owned_
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(c) Workers' Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers'compensation laws where the work is being performed
Employers'liability.
$100;000 Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease;each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$'1,000,000- Aggregate.Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and'maintained for the duration of the coritractual
agreement and for two(2)years.following completion of services provided.An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile.liability policies shall name City
as an additional insured thereon,as its interests.may appear. The term City shall
include its employees,officers,officials,agents,and volunteers in respect to the
contracted services.
(b) The workers'compensation policy shall include a Waiver of Subrogation(Right
of Recovery)in favor of City.
(c) A minimum of thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten(10)days'notice shall be acceptable in
the event of non-payment of premium Notice shall besent to the Risk Manager,
CityofFort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the
.Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A-VII in the current
AM.Best Key Rating Ovide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management if the rating is below that
required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
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(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be.delivered to the City prior to Vendor proceeding with-any work
pursuant to this Agreement.
11. COMPLIANCE WITH LAWS,ORDINANCES,RULES.ANI)REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal,state and local laws;ordinances,rules and regulations and that any work it produces in
connection with this Agreement will .also comply with all applicable federal, state and local laws,
ordinances,rules and regulations. IfCity notifies Vendor of any violation of such laws,ordinances,rules
or regulations,Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor,for itself;:its personal representatives,assigns,subVendors and successors in interest,as
part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder,it shall not discriminate-in the treatment or employment:of any individual or.group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN .kLLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY VENI)OR, ITS PERSONAL
REPRESENTATIVES,.ASSIGNS,SUBVENDORS OR SUCCESSORS IN INTEREST, VENDOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH.CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shalt.be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives,(2)delivered by facsimile with electronic confirmation of t lie transmission,or(3)received
by the other party by United States Mail,registered,return receipt requeste d,addressed as follows:
To CITY: To VENDOF,:
City of Fort Worth LantemFest Creative LLC
Park&Recreation Department Director Charles.Zidar„COO
4200 South Freeway,Suite 2200 204 Meadows Drive
Fort Worth,Texas 76115 Tarpon Springs,FL 34688
City of Fort Worth
Assistant City Attorney and Assistant City Manager
200 Texas.Street
Fort Worth,TX 76102-6314
Facsimile:(817)392-8654
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor shall,during the tern of.this Agreement and additionally for a period of
one year after its termination,solicit for employment or employ, whether as employee or independent
Vendor Sevlces Ap mnent Page 6 of 13
contractor,any person who is or has been employed by the other during the term of this Agreement,without
the prior writtenconsent of the person's employer. Notwithstanding the foregoing,this:pmvision shall not
apply to an employee of either party who responds to a general solicitation.of advertisement of employment
by either party.
15. GOVERNMENTAL POWERS.
It is vnderstood.and agreed that by execution of this Agreement,City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER
The failure of City or Vendor to insist upon the performanceof any term or provision of this
Agreement or to exercise any right granted.herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon-appropriate performance or to assert any such right on any fimue occasion.
17. GOVERNTNG LAW I VENUE.
This Agreement shall be.construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted,-at law or in equity,is brought pursuant to 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.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or,impaired.
19. FORCE MAJEURE.
City and Vendor shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control,including,but not limited to, compliance
with any government law, ordinance or regulation,acts of God, acts of the public enemy,fires, strikes,
lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only,shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules 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 Exhibits A,B,and C.
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22. AMENDMENTS/1VIODIFICATIONS/EXTENSIONS.
No amendment,.modification,or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each.party.
23. ENTIRETY OF AGREEMENT.
This Agreement,including Exhibits A,Band C,contains:the entre understanding and agreement
between City and Vendor,their assignsand successors in interest,as to the matters contained herein.Any
prior or contemporaneous oral orwritten agreement is hereby-declared null and void to the extent in conflict
with any provision.of this Agreement..
24. :COUNTERPARTS.
This Agreement maybe executed in one or more counterparts and each counterpart shall,for all
purposes, be deemed an original, but.all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF.SERVICES.
Vendor warrants that its services will be of a high.quality and conform to generally prevailing
industry standards..City must give written notice of any breach of this Warr 3nty within thirty(30)days from
the date that the services-are completed.In such event, at Vendor's option, Vendor shall either(a)use
commercially reasonable efforts to re perform the services in a manner that conforms with the warranty,or
(b)refund the fees paid by City.to Vendor for the nonconforming services
26. IMMIGRATION NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Vendor shall provide City with copies of all I-9 fe rms and supporting eligibility
documentation for each employee who perform work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services.will.be
performed by any Vendor employee who is not legally eligible to per=orm such services. VENDOR
SHALL IKDEMNWY CITY AND HOLD CITY HARMLESS FROM .ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS I',kRA.GRAPH BY VENDOR,
VENDOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS OR LICENSEES. City,upon written
notice to Vendor; shall have the right to immediately terminate this A-Teement for violations of.this
provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, wort:papers, procedures, guides, and
documentation,created,published,displayed,and/or produced.in conjunc tion with the services provided
under.this Agreement(collectively,"Work ProducYj. .Forther,City shall :,e the sole and exclusive owner
of all copyright,patent,trademark,trade secret and other proprietary rigt.ts in and to the.Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception,creation or
fixation of the Work Product in a tangible Medium of expression (whichever occurs first). Each
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copyrightable aspect of the Work Product shall be.considered a"work-made-for-hire"within the meaning
of the Copyright Act of 1976,as amended If and to the.extent such Work Product;or any part thereof,is
not considered a `work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product,
and all copies thereof,and in and to the copyright,patent,trademark,trade secret,and all other proprietary
rights therein, that City may have or obtain,without further consideration,free from any claim, lien for
balance due,or rights of retention thereto on the part of City.
28. FMATIJRE AUTHO
The person signing this Agreement hereby warrants that.he/she has the legal authority to execute
this Agreement on behalfofthe•respective party,and that such binding authority has been granted by proper
order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment
hereto,,may be execute&byany authorized representative of Vendor whose name, title and signature is
affixed on the-Verification of Signature Authority Form,which is attached hereto as Exhibit C. Each party
is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP.
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose'of maintaining updated City records. The president:of Vendor or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied:with supporting legal documentation such as an updated W-9;documents filed with the state
indicating such change, copy of the board of director's resolution approving the action, or an. executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. PROHIBITION-ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL.
Vendor acknowledges that in.accordance with.Chapter 2270 of the Texas Government Code, the
City is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it(1)does not boycott Israel;and(2)will not boycott
Israel during the term of the contract. The teams"boycott Israel"and"company"shall have the meanings
ascribed to those terms in•Section 808.001 of the Texas Government Code. By signing this contract,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor. (1)
does not boycott Israel;and(2)will not boycott Israel during the term of the contract.
IN WITNESS WHEREOF, the parties hereto.have executed this Agreement in multiples this
day of.J,eartl. ,2019.
(Signature.page follow)
Vendor Services Agreement Page 9 of 13
I
ACCEPTED AND AGREED
CM OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
By: this contract,including ensuring all performance.and
"Alanis reporting requirements.
Assistant City Manager
Date: By:
Na6c— Em!,E & 17r-(i-4
APPROVAL RECOMMENDED: Title: Gwdco Lanine (cc5e7' i-67^
APPROVED AS TO FORM AND LEGALITY:
By:
qhard Zavala
Di tor,Park&Recreation Deparhnent By.
Richard A.McCracken
ATTEST: Assistant City Attorney
CT AUTHORIZATION;
By:
Maly Kayser
'City
..........
TE)(
VENDOR:
LanternFest Creative LLC ATTEST:
C e UC
By: By:
Mich el Dat�a
op� ti
Chief 0�0��er Ope tions Manager
Date: 7-
Vendor Services Agreement
FIEWMIKIM
EXHIBIT A
SCOPE.OF SERVICES
Methodology:Vendor shall provide travelling exhibit during the time frame of March 1,2019 to May 12,
2019 to run for at least six weeks. Vendor shall provide Japanese/Chinese LED lantern displays
throughout the garden based on the approved plan by,the Fort Worth Botanic Garden Management.
Specific scope of work:
I. To provide a turnkey special event operation for the guests of the Fort Worth.Botanic Garden.
2. Vendor shall include delivery,setup,tear down,assistance with marketing the event by providing
marketing materials,setting up additional sets in free areas to attract guest to the garden and
routine daily maintenance of eventpieces.
Deliverables:
1. Must provide at least 15LED sets/displays throughout the garden.
2. Must have the availability to produce shows for a minimum of a six week period in the time
frame of March 1,2019 to May 12,2019. It is the expectation of the City and Vendor that the
shows will be produced during the hours of 6:00 p.m.to 11:00 p.m. The shows will be conducted
daily from March 9,2019 through March 31,2019. Following that the shows will be conducted
at a minimum.&om Thursday through Sunday until May 12th.
3. Must be able to assist with marketing effort for the shows by providing past materials used,high
resolution photos to assist in marketing the event,collaborate on past best practices of overall
marketing effort,and set up additional sets in high visibility areas'to attract guests to the garden.
4. Must be able to provide staffto monitor exhibit for daily routine maintenance during and after the
shows each day.
Vendor Services Agreement—Exhibit A Pop 11 of 13
EXHIBIT B
PRICE SCHEDULE
1. Inconsideration for the duties performed hereunder,City shall pay Vendor one hundred thousand
dollars($100,000.00)upon execution of this Agreement.
2. As additional consideration.for the duties performed hereunder, Aty and Vendor shall share the
profits earned by the gate receipts for the lantern shows as follbV/S:
a. Vendor shall be entitled to all of the first twenty-five thousand dollars($25,000.00)of
gross.revenue of gate.receipts for the lantern shows;and
b. After Vendor receives the twenty-five thousand dollars,(525;000.00)outlined in
Subsection 2(a)above,Vendor shall be entitled to fifty percent(5001s)of the gross
revenue of the remaining,gate receipts for the lantern shows and the City shall be entitled
to the remaining fifty percent(50'/•).
3. The payment terms shall be"net 30 days"for the gate receipts inn section 2 above.
4. Vendor shall register for direct deposit payments prior to providing services.
Vendor Services Agreenxnt—Exhibit B Page 12 of 13
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
LanternFest Creative.LLC
204 Meadows Drive
Tarpon Springs,FL 34688
Vendor hereby agrees to provide City with independent audit basic financial statements,but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form")hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor. City is filly entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an
updated Form within ten(10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Vendor.
1. Name:Charles Zidar
Position:CO
Si re
2. Name: ��iCc, yC
Position:
i
Sign
3. Name:
Position:
Signature
Name:
Signature of President/CE
Other Title:
Date: 23
Vendor Services Agreement—Exhibit C Page 13 of 13