HomeMy WebLinkAboutContract 53312 i
(b
° RECEIVEI) CSC No.53312
DEC 2 3 2019
CITY OF FORT%NORTFI _. Mayfest
�o, CITY SECRrTARY w Non-Profit Agreement 2020
Office of Emergency Management
016 a L
THIS MAYFEST PARTICIPANT AGREEMENT(this"Agreement") is entered into as of December 9,
2019 by and between MAYFEST, INC., a Texas non-profit corporation, C Kayfesl') and located at 6115 Camp
Bowie Blvd,Suite 160,Fort Worth,Texas 76116 and City of Fort Worth Office of Emergency Management for
its Office of Emergency Management KnoWhat2Do C Non Profit Participant")Iocated at 1000 Throckmorton,Fort
Worth,Texas 76102.
WHEREAS,Mayfest plans to hold its river festival in Trinity Park in Fort Worth,Texas,on April 30,2020
through May 3,2020(the"hIa}fest 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 noway 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 Paiticipant 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,set-vices,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 thebooth 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 fiom 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.
J �V QSECR.k1G R"V
MAY FEST NON-PROFIT PARTICIPANT AGREEMENT:2020—Office of Emergency Management for its KnoWhat2Do F H 4 Q��31�I Jp II l,J
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 comply fully with
all of the provisions of this Agreement, including,:without limitation, if Participant is otherwise uncooperative,
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 to comply with
the provisions of this Paragraph 3,Participant shall remove or be 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 Iaws(federal,state and local),including all ordinances of the City of Fort
Worth, all rules, regulations, requirements and policies of all City departments; and any and all requirements
specifically made by the Fire Marshal 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 pennits,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. It is understood and agreed that Mayfest, actit g 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.
9. No term or condition of this Agreement shall lie deemed to have been waived,and no patty hereto shall be
estopped to enforce any provision of this Agreement, except by written instruments of the party charged with such
waiver or estoppel.
to. 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 patty'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
MAYFEST NON-PROFIT PARTICIPANT AGREEMENT:2020—Of6ce of Emergency Management for its KnoWliat2Do
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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 obtain ing 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 fiom 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 Vendoror for any losses suffered by Vendor due
to cancellation.
11. 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.
12. 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.
13. 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.
14, 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,beat-the signatures of all of
the parties hereto.
15. . 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.
16. 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.
17. The headings in this Agreement are solely for the convenience of reference and shall be given no effect in
the construction or interpretation ofthis 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.
18. This Agreement,including any provision hereof,may be amended only by written agreement executed by all
of the parties to this Agreement.
19. 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.
20. 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.
21. 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
MAYFEST NON-PROFIT PARTICIPANT AGREEIMENT:2020—Office of Emergency Management for its KnoWhat2Do Page 3
unenforeeability 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,
22. 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.
23. 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 party;.
24. 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.
25. 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.
26. The remedies provided herein shall be cumulative and shall not preclude assertion by any party of any other
rights.
27. This Agreement and the instruments called for by this Agreement constitute the whole agreement of the
patties 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.
28. In the event any litigation is maintained or initiated by any party to this Agreement against another patty 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 fi•om the non-prevailing party all cost and expense incurred in
relation thereto,including,but not limited to,reasonable attorney's fees.
29. The parties hereto agree that no partnership,joint venttu•e or joint enterprise of any kind is created by this
Agreement. Nothing contained in this Agreement shall,authorize,empower or constitute any patty 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 uf any'other patty to this Agreement.
30. 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.
IMAYFEST NON-PROFIT PARTICIPANT AGREEMENT:2020—Office of Emergency Management for its KnoWbat2Do Page 4
Mayfest
Non-Profit Agreement 2020
Office of Emergency Management
MAYFEST,INC. City of FortWorth Office of Emergency Management
YQL
By: } y:Valerie Washington(Dec 20,2019)
Elizabeth Basham,Executive Director Title Assistant City Manager
Date: �Z' L2 iq Date: Dec 20,2019
U ?[],'(UAL R Ka,RE
0TY SECRETARY
RTH, TX
MAY'FEST NON-PROFIT PARTICIPANTAGREENIENT:2020—Office of Emergency Management For its Knoll hatZDo
Page 5
Appendix A
Mayfest 2020 Non Profit Participant Agreement
City of Fort Worth Office of Emergency Management
Mayfest festival agrees to provide the following Non-Profit Participant benefits:
I) 10 X 20 space(OWN)for the KnoWhat2Do Trailer at the Mayfest Festival. (Tent,table,2 chairs and I
v110 outlet,included for each space)
2) Festival entrance wristbands for event staff
3) PARKING:3 North vendor parking passes and 2 South vendor parking passes.
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:
Promotion of emergency preparedness for North Central Texas.
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,corn hole toss)must be approved by March 151"by Mayfest.
b. Booths Policies:
• All persotuiel 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 fi•om 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-fi-iendly attire.
c. Non-Profit Participant will sufficiently staff booth space during all festival hours:
Thursday:3:30pm—9:00pm;Friday:3:30pm-10:00pm;Saturday: I0:00am—I0:00pm;Sunday: l 1:00am
—7:00pm
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.
£ 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 fi•om 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 occruring.
MAYFEST NON-PROFIT PARTICIPANT AGREEMENT:2020—Office of Emergency Management for its KnoWhat2Do Page 6
Mayfest 2020 — Logistical Information
Check List
`-ill-erdw-be
allowed into A%4st greunds_��.
❑ 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 1511
❑ Any items to be distributed during Mayfest must be approved by the Mayfest Inc.Executive Director by
March 151.
❑ Activation/activity of the booth must be approved by the Mayfest Inc.Executive Director by March 15"
Set Up of Booth
Is by appointment on:
Monday,April 27,2020 9:00 am until 5:00 pm
Tuesday,April 28,2020 9:00 am until 5:00 pm
Wednesday,April 29,2020 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 3rd 7:30 pm until 10:00 pm
Monday,May 4th 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 4th 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 7:00am—9:00am
Sunday 7:00am-10:00am
Festival Hours:
Thursday,April 30th 3:30 p.m.—9:00 p.m.
Friday,May 1st 3:30 p.m.. 10:00 p.m.
Saturday,May 2nd 10:00 a.m I0:00 p.m.
Sunday,May 3rd 11:00 a.m —7:00 p.m.
r
AINt!?�L '
Mayfest,Inc. Participant Maribel Martinez(Dec 17,2019) a
Elizabeth Basham Name Printed Maribel Martinez
i
Date Date Dec 17,2019
OFROAL REC03RE
C6�° SEC S NARY
FT WORTH,TN
4
MAYFEST NON-PROFIT PARTICIPANT AGREEMENT:2020--office ofEmergency Management for its KnoWhnt2Do Page 7 a
I
Executed this the 20th day of December 20 19
ACCEPTED AND AGREED:
CITY.
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
,1 J this contract,including ensuring all performance and
By:
Valene Washington(Dec 20,2019) reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager Rrf6eyEsv�
By: Homer Robertson(Dec 17,2019)
Date: Dec 20,2019
Name: Homer Robertson
Title: Assistant Fire Chief
APPROVAL RECOMMENDED:
APPROVED AS TO FORM AND LEGALITY:
By: Ja yDavis(Dec 17,2019)
Leclnn D. Guzrncln
Name: James E.Davis By: Leann D.Guzman(Dec 20,2019)
Title: Fire Chief Name: Leann Guzman
Title: Assistant City Attorney
ATTEST: d � ' 4 C)
CONTRACT AUTHORIZATION:
>�-4 . M&C: N/A
,Mary J. ayser(Dec 23, 19) ?< Date Approved:N/A
By. t
Name: Mary Kay, r. J Form 1295 Certification No.:N/A
Title: City Secred.
F
RECORDCRETARY
FTWO