HomeMy WebLinkAboutContract 62883 Downtown Fort Worth Initiatives, Inc. 777 Taylor Street, Suite 100 Fort Worth, TX 76102 Page 1
Phone: 817-336-2787 Fax: 817-335-3113 www.mainstreetartsfest.org festivalinfo@dfwi.org
DOWNTOWN FORT WORTH INITIATIVES, INC.
SERVICES PROVIDER AGREEMENT
1. NAME OF SERVICES PROVIDER: City of Fort Worth, Park & Recreation Department
2. ADDRESS:100 Fort Worth Trail
3. CITY, STATE, ZIP:Fort Worth, TX 76102
4. CELL PHONE/EMAIL:(817) 965-6859
5. NAME OF REPRESENTATIVE:Victoria Leach
6. DATE:2/19/2025
7. THIS AGREEMENT (the "Agreement") is made and entered into on the date listed in Paragraph
6, by and between Downtown Fort Worth Initiatives, Inc. ("Owner"), and the organization listed
on Paragraph 1 ("Services Provider").
8. WHEREAS, Owner has the exclusive right to organize and an arts festival which is to be held April
10-13, 2025, with set-up to occur beginning 6:00 AM on April 9, 2025, and tear-down by 8:00PM
on April 13, 2025, in Fort Worth, Texas, specifically on Main Street and adjacent side streets
between Weatherford Street to the north and 9th Street to the south, an on approved private or public
property in downtown Fort Worth, Texas, collectively known as MAIN ST. Fort Worth Arts
9. WHEREAS, Services Provider has been authorized to provide equipment, labor or other services
financial or other promotional rights to be provided by
Owner.
10. NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein,
the parties hereto agree as follows:
11. Services to be provided: Interactive activity with the patrons, that engages them in a fun learning
environment.
12. Schedule of Services delivery and removal:
Load-in: April 9 13, 2025, 10am
Load-out: April 9 - 13, 2025, as early as 6pm, no later than 8pm
On Sundance property: Yes __ No _X___
13. Fee. There is no charge to the City of Fort Worth for their participation in the Main St. Fort Worth
Arts Festival.
14. Delivery and Service. All of Services Provider's personnel shall be subject to Owner's security and
personnel policies and practices. Any storage, delivery or placement of Services shall be at
15. Risk of Loss. Owner represents and warrants that to the extent storage of the Products is under the
control and/or supervision of Owner, Services Provider will assume all risk of loss and will provide
adequate insurance to cover their replacement and will further erect, store or place the Services
safely and securely in a location approved by Provider.
16. Responsibilities. Services Provider agrees to conduct its business in a safe, orderly and lawful
manner and to abide by all rules and regulations prescribed by the Owner or any applicable
governing authority, including, without limitation, those relating to: (a) the approval of products to
Downtown Fort Worth Initiatives, Inc. 777 Taylor Street, Suite 100 Fort Worth, TX 76102 Page 2
Phone: 817-336-2787 Fax: 817-335-3113 www.mainstreetartsfest.org festivalinfo@dfwi.org | TEMPLATE 4/6/18
be presented to the public; (c) wearing of acceptable uniforms or other garb by all personnel
employed on the Venue by Services Provider; (d) the names of all persons in charge on the Venue,
one of whom shall always be on the Venue when the same are in operation; (e) the hours of
operation of the Venue, which shall be the same as the hours of operation of the Event; (f) the
maintenance of the Venue. Services Provider shall supervise the Venue using its best skill and
attention, and shall be solely responsible for all labor, materials, equipment, tools and other
facilities used by it during the Event.
17. Warranties.
(a) Owner Warranties. Owner represents and warrants that:
(i) it has the full right and legal authority to enter into and fully perform this Agreement in
accordance with its terms without violating the rights of any other person;
(ii) it has all government licenses, permits or other authorizations necessary to conduct the
Event as contemplated under this Agreement; and
(iii) it will comply with all applicable laws, regulations and ordinances pertaining to the
promotion and conduct of the Event.
(b) Services Provider Warranties. Services Provider represents and warrants that:
(i) it has the full right and legal authority to enter into and fully perform this Agreement in
accordance with its terms without violating the rights of any other person;
(ii) it has all government licenses, permits or other authorizations necessary to conduct its
business, and;
(iii) all Products furnished by Services Provider shall be of high quality and shall be free from
product defects and shall be merchantable and suited for their intended purpose.
18. Weapons. Services Provider hereby acknowledges notice of and agrees to the weapons policy
established by the Event. Services Provider and their employees and volunteers expressly agree not
to carry any guns, firearms, or weapons of any kind while participating in the Event, regardless of
whether the Services Provider employees or volunteers is licensed to carry a concealed handgun.
Failure to abide by the weapons policy shall constitute a default under this Agreement.
19. Term and Termination.
(a) Term. This Agreement shall become effective on the date first above written and shall expire
on April 21, 2025, unless terminated earlier or renewed pursuant to the terms hereof (the
"Term").
(b) Termination by Owner. Without prejudice to any other rights or remedies that Owner may have,
Owner may terminate this Agreement immediately by delivery of notice to Services Provider
at any time if any of the following events shall occur:
(i) Services Provider shall fail to comply with Paragraph 15 hereof in any respect and fail
to cure the same within five (5) days of receipt of notice of such failure;
(ii) Services Provider shall (1) make an assignment for the benefit of creditors, (2) be
adjudicated bankrupt, (3) file a voluntary petition in bankruptcy or a voluntary petition
or an answer seeking reorganization, arrangement, readjustment of its debts or for any
other relief under Title 11 of the United States Code or any successor or other federal or
state insolvency law ("Bankruptcy Law"), (4) have filed against it an involuntary petition
in bankruptcy or seeking reorganization, arrangement, readjustment of its debts or for
any other relief under any Bankruptcy Law, which petition is not discharged within thirty
(30) days or (5) shall apply for or permit the appointment of a receiver or trustee for its
assets;
Downtown Fort Worth Initiatives, Inc. 777 Taylor Street, Suite 100 Fort Worth, TX 76102 Page 3
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(iii) Services Provider shall default under any provision of this Agreement and shall have
failed to cure such default within five (5) days after it received written notice of such
default from Owner; or
(iv) any of the representations or warranties made by Services Provider in this Agreement
shall prove to be untrue or inaccurate in any material respect.
(c) Termination by Services Provider. Without prejudice to any other rights or remedies that
Services Provider may have, Services Provider may terminate this Agreement immediately by
delivery of notice to Owner at any time if any of the following events shall occur:
(i) Owner shall fail to comply with Paragraph 15 hereof in any respect and fails to cure the
same within five (5) days of receipt of notice of such failure;
(ii) any of the events described in subparagraph (ii) above shall occur with respect to Owner;
(iii) Owner shall default under any provision of this Agreement and shall have failed to cure
such default within thirty (30) days after it shall receive written notice of such default
from Services Provider; or
(iv) any of the representations or warranties made by Owner in this Agreement shall prove
to be untrue or inaccurate in any material respect.
20. Effect of Cancellation on Services Provider. In the event that the Event does not take place, in
whole or in part, due to any Act of God or force majeure, including, without limitation, weather,
fire, flood, strike, labor dispute, civil commotion, riot or threat of violence or similar cause beyond
the control of the parties, and the Services have not been delivered or cancelled prior to the start of
set up or initial delivery for the Event, Owner shall have no liability whatsoever for Fees described
in paragraph 13.
21. Arbitration. The parties agree that any dispute between them arising out of, based upon or relating
to this Agreement shall be resolved exclusively by arbitration conducted in accordance with the
Commercial Rules of the American Arbitration Association then in effect. Such arbitration shall be
held in Fort Worth. Judgment upon the award rendered shall be final and non-appealable and may
be entered in any court having jurisdiction. Each party shall bear its own expenses arising out of
any such proceeding, except that the fees and costs of any arbitrator(s) shall be borne equally by
the parties. Notwithstanding the obligations set forth in this Paragraph, each party shall be permitted
to seek equitable relief from a court having jurisdiction to prevent the unauthorized use or misuse
of their respective Trademarks.
22. Miscellaneous.
(a) No Joint Venture or Partnership. This Agreement shall not be deemed to create a joint venture,
partnership, principal-agent, employer-employee or similar relationship between Owner and
Services Provider.
(b) Invalidity. The determination that any provision of this Agreement is invalid or unenforceable
shall not invalidate this Agreement, all of said provisions being inserted conditionally on their
being considered legally valid, and this Agreement shall be construed and performed in all
respects as if such invalid or unenforceable provision(s) were omitted.
(c) Notices. All notices required or permitted to be made under this Agreement shall be in writing
and shall be deemed to have been duly given when delivered or sent by prepaid certified or
registered mail or telex:
If to Owner, to: Jay Downie, CFEE
Downtown Fort Worth Initiatives, Inc.
777 Taylor Street, Suite 100
Fort Worth Texas 76102
Downtown Fort Worth Initiatives, Inc. 777 Taylor Street, Suite 100 Fort Worth, TX 76102 Page 4
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If to Services Provider: Name and address in para, 1, 2, 3 and 4 above or such other
address as either party may designate in writing to the other party
for this purpose.
(e) Governing Law.This Agreement is subject to and shall be construed in accordance with the
laws of the State of Texas, except for choice of law provisions. Services Provider and Owner
both consent to jurisdiction in the state and federal courts located in Texas and hereby waive
personal service.
(f) Non-Assignment.Neither party shall assign this Agreement without the prior written approval
of the other party, except that Services Provider may assign this Agreement to any entity which
acquires substantially all of its assets.
(g) Complete Agreement.This Agreement represents the entire agreement between the parties and
supersedes all other agreements, if any, express or implied, whether written or oral. Owner has
made and makes no representations of any kind except those specifically set forth herein.
(h) Binding Agreement.This Agreement shall be binding upon the parties, their successors and
assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above
written.
Owner: Downtown Fort Worth Initiatives, Inc. Services Provider:
By: By:
Print Name: Dana Burghdoff
Title: Director, Festival and Events Title: Assistant City Manager
Date: ______________Date:
FOR CITY OF FORT WORTH INTERNAL ROUTING PROCESSES:
Approval Recommended:
By: ______________________________
Name: Dave Lewis
Title: Director
Park & Recreation Department
Approved as to Form and Legality:
By: ______________________________
Name: Trey Qualls
Title: Assistant City Attorney
Contract Authorization:
M&C: Not applicable.
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By: ______________________________
Name: Sheri Endsley
Title: District Superintendent
Park & Recreation Department
City Secretary:
By: ______________________________
Name: Jannette S. Goodall
Title: City Secretary
Downtown Fort Worth Initiatives, Inc. 777 Taylor Street, Suite 100 Fort Worth, TX 76102 Page 5
Phone: 817-336-2787 Fax: 817-335-3113 www.mainstreetartsfest.org festivalinfo@dfwi.org | TEMPLATE 4/6/18
Insurance Addendum
Requirements for contractors, vendors and participants in events downtown
Effective (02.22.22)
COMMERCIAL GENERAL LIABILITY, OR $1,000,000 each occurrence
SPECIAL EVENT LIABILITY POLICY
This policy must contain Additional Insured status (Per endorsement form CG2026 or its equivalent) for
the Indemnitees and include Contractual Liability.
Certificate Holder:
Downtown Fort Worth Initiatives, Inc.
Downtown Fort Worth, Inc.
Above at 777 Taylor Street Suite 100, Fort Worth, TX 76102 fax 817-335-3113
Indemnities to be listed as Additional Insured are:
Downtown Fort Worth Initiatives, Inc.
Downtown Fort Worth, Inc.
Above at 777 Taylor Street Suite 100, Fort Worth, TX 76102 fax 817-335-3113
The City of Fort Worth
1000 Throckmorton St., Fort Worth, TX 76102 fax 817-392-8941
Downie Productions, Inc.
7120 Royalgreen Dr, Cincinnati, OH 45244
WORKERS COMPENSATION If contractor, vendor or participant has employees. This policy must
include a Waiver of Subrogation in favor of Indemnitees. If Contractor has no employees, all vendors
and contractors involved in the event must provide Workers Comp.
AUTO LIABILITY - If Contractor is using vehicles on site, Contractor should at least have Non-Owned
and Hired Auto Liability, with the Indemnitees as Additional Insured.
Services Provider Initials: ________