HomeMy WebLinkAboutContract 44361 (2)Mayfest
Vendor Agreement
Non -Profit
CITY SECRETARY L�u
CONTRACT NO.
THIS MAYFEST PARTICIPANT AGREEMENT (this "Agreement") is entered into as ofMarch 7, 2013 by
and between MAYFEST, INC., a Texas non-profit corporation, ("Mayfest") and located at 6115 Camp Bowie Blvd.
Suite 160, Fort Worth, Texas 76116 and City of Fort Worth Office of Emergency Management KnoWhat2Do ("Non
Profit Participant") located at 1000 Throckmorton, Fort Worth, Texas 76102.
WHEREAS, Mayfest plans to hold its river festival in Trinity Park in Fort Worth, Texas, on May 2, 2013
through May 5, 2013 (the "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
f
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 comply fully with all of
MAYFEST NON-PROFIT PARTICIPANT AGREEMENT: 2013
OFFICIAL RECORD
CITY SECRETARY 'age 1
FT. WORTH, TX
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 comply with the provisions of this Paragraph 3
Participant shall reimburse Mayfest for all its expenses incurred m 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 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 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. 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.
9. 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.
10. 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
MAYFEST NON-PROFIT PARTICIPANT AGREEMENT: 2013 Page 2
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
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, bear 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 1n 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 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.
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
unenforceability without rendering invalid or unenforceable the remaining provisions of this Agreement or affectmg the
validity or enforceability of that provision or of any of the other provisions of this Agreement in any other jurisdiction.
MAYFEST NON-PROFIT PARTICIPANT AGREEMENT: 2013 Page 3
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 contamed in this
Agreement shall survive the closmg 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 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.
28. 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 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 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.
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.
Mayfest
Vendor Agreement
Non -Profit
MAYFEST:
MAYFEST NON-PROFIT PARTICIPANT AGREEMENT: 2013 Page 4
Date:
Attested by:
Mary J.. a CityS'ecretary
MAYFEST, INC.
By:
Elizabeth Basha7xecutiye Director
NON-PROFIT PARTICIPANT
By:
Title:
Date:
d‘stre2 assdeZ_}
P.4•. ft*. /A
A SS1:0124. ediy Mamjer
APPROVED AS ;1
ITY ATTOR'. EY
FORM AND LEGALITY:
Appendix A
Mayfest 2013 Non Profit Participant Agreement
Organization Name: City of Fort Worth Office of Emergency Management KnoWhat2Do
Contact Person: Randy Westerman, Public Education Specialist
Address: 1000 Throckmorton, Fort Worth, Texas 76102
Contact Number: 817-392-6170
Email: randy.westerman@fortworthtexas.gov
Tax ID#
Description of Booth: Residents will learn how to prepare for weather, man-made and terrorism hazards, making
them less susceptible to injury or death. Hand out DVDs and written material, as well as promotional meterial for
home emergency kits (may include umbrellas, flashlights, light sticks, first aid kits, playing cards, pens, whistles,
band aids, and possibly a NOAA weather radio).
Fees:
Booth Fee: $ 300.00
Tent size: 10x10, self provided
Electricity: $ 50.00 (30 amp, 110 volt)
Tables and chairs: $
It is agreed that Non Profit Participant shall upon execution of this Agreement pay to Mayfest a nonrefundable fee of
350.00 Dollars ($) on or before April 1, 2013.
a. Non Profit Participant will not utilize any device to amplify voice at the festival.
b. Non Profit Participant will not roam festival grounds in an effort to promote their company. All booth workers
are required to stay within a 2 feet radius of the booth space.
c. Non Profit Participant will sufficiently staff booth space during all festival hours:
Thursday, May 2nd: 3:30 p.m. — 10:00 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.
d. Non Profit Participant agrees to set-up and tear down policies.
e. Any trailer hitches must be covered.
f. Walk boards not provided.
MAYFEST NON-PROFIT PARTICIPANT AGREEMENT: 2013
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 5
g. Donation solicitation will not be permitted.
h. May not recruit for volunteers.
i. Mayfest to be billed as "Mayfest at Trinity Park in Fort Worth, Texas."
j. 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.
It is agreed and understood that Mayfest is not endorsing any promotion made by Vendor Participant and Vendor
Participant will not make any representation to that effect, either expressed or implied. In the event that Mayfest
determines that the manner in which Vendor Participant is conducting itself may imply that Mayfest is endorsing any
such promotion, Vendor Participant agrees to take whatever steps Mayfest deems necessary and appropriate to
prevent such from occurrii Non Profit Participant agrees to set-up and tear down policies.
Mayfest, Inc. Non Profit icipan
Elizabeth Basham Name: �a/t'4w.�.
Date: � 14(2-(3(5 Date: O.F, D�f- %3
Mayfest 2013 Set Up/Tear Down Policies
Set Up of Booth
Is by annointment on:
Monday, April 29th, 2013
Tuesday, April 3 0th, 2013
Wednesday, May 1st, 2013
9:00 am until 5:00 pm
9:00 am until 5:00 pm
9:00 am until 12:00 pm
st4
If you cannot set up during these times, please notify the Mayfest, Inc. office at (817) 332-1055 before April 22nd to
make arrangements. You must be set up by Wednesday at 12:00 pm.
Tear Down of Booth
Sunday, May 5th, 2013 7:30 pm until 10:00 pm
Monday, May 6th, 2013 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 6th at 5:00 pm.
Vehicle Access to Park Grounds
Cars will only have access to the park during the following hours:
Thursday 7:00am- 2:30pm Saturday Must accommodate the Mayfest Run
Friday 7:00am-9:00am and 1:30pm- 2:30pm Option One: Arrive and depart BEFORE 7:45am
Sunday 7:00am-10:00am Option Two: Arrive BEFORE 7:45am. Cars must
remain in grounds until 9:30am. All vehicles must
depart at 9:30am
Check List (Must have before set up)
• All fees must be paid in full on or before Monday, April Pt in order be allowed into Mayfest
grounds for set up.
• Approval of handouts
o Anything to be distributed during Mayfest must be approved by the Mayfest, Inc. Executive
Director. Please submit a copy of handout(s) on or before April 1st, 2013.
MAYFEST NON-PROFIT PARTICIPANT AGREEMENT: 2013
OF U "RECORD
GEWATARY
Page 6
• Certificate of General/Liability, insutance``in an amount no Jess than On$ Million dollars
($1,000,000.00) whichincludes Mayfest, IDc. listed as addi ional insured must,be received byMayfest
•
j, Y
Inc. no later than Apri1;=1t , 2013.
Festival Hours:
Thursday, May 2nd
Friday, May 31'd
Saturday, May 4th
Sunday, May 5f1
Mayfest, Inc.
Elizabeth Basham
Printed
Date
0(1
Iq e 2 ter3
3:30 p.m. — 10:00 p.m.
3:30 p.m. — 10:00 p.m.
10:00 a.m.- 10:00 p.m.
11:00 a.m. — 7:00 p.m.
MAYFEST NON-PROFIT PARTICIPANT AGREEMENT: 2013
Non-Profi
Name
Date
Participant
/esti irapeCs4;402
1
an&
OFFICIAL RECORD
ITY SECRETARY
'NORTH, TX
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