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HomeMy WebLinkAboutContract 62947CSC No. 62947 Mayfest 2025 PARTICIPANT Agreement THIS MAYFEST PARTICIPANT AGREEMENT (this "Agreement') is entered into as of December 18, 2024 by and between MAYFEST, INC. DBA TRINITY COLLABORATIVE, INC. a Texas non-profit corporation, ("Mayfesf') and located at 6115 Camp Bowie Blvd. Suite 280, Fort Worth, Texas 76116 and the City of Fort Worth, a home -rule municipality ("Participant"). WHEREAS, Mayfest plans to hold its river festival in Trinity Park in Fort Worth, Texas, on May 1, 2025 through May 4, 2025 ("Mayfest Festivaf'); and WHEREAS, Mayfest intends to enter into a license agreement with the City of Fort Worth; 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 no way restricted or limited from doing so. Participant will not move its location without the prior written consent of Mayfest. 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. 2. In the event 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. 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. Participant agrees that it will operate its concession solely within the space identified by Mayfest, and further agrees that OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX MAYFEST PARTICIPANT AGREEMENT: 2025 City of Fort Worth Page 1 repeated non-compliance may result in removal from the Festival. In the event Participant seeks 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 the Mayfest, Inc. Executive Director. Without limiting the foregoing, 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 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 in 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. 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 Marshall 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. Participant also agrees to comply with all public health and safety standards and protocols set by Mayfest, which may be based on guidance from national, state, or local authorities but may also include requirements determined by Mayfest to be appropriate and necessary to create a safe environment on Festival premises. All Festival health and safety standards and protocols shall apply at all times. Participant or its representatives are on the Festival premises regardless of whether the premises are open to the public. Mayfest health and safety standards and protocols may include, but are not limited to, Participant providing supplies such as hand sanitizer or personal protection equipment (PPE) as well as wearing PPE while on Festival premises. Mayfest agrees to provide advance notice of proposed health and safety standards and protocols at least 30 days prior to the Festival; however, it may be necessary to update and/or revise MAYFEST PARTICIPANT AGREEMENT: 2025 City of Fort Worth Page 2 the requirements prior to or during the Festival depending upon the surrounding circumstances. Mayfest agrees to provide notice of any updates or revisions as soon as it is practicable to do so. 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, 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. MAYFEST PARTICIPANT AGREEMENT: 2025 City of Fort Worth Page 3 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 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 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 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. MAYFEST PARTICIPANT AGREEMENT: 2025 City of Fort Worth Page 4 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 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. 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. 29. 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. 30. This agreement will be terminated if not signed and returned to Mayfest, Inc. within 30 days of agreement date. 31. Mayfest agrees that Participant shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three 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 Mayfest involving transactions relating to this Agreement at no additional cost to Participant. Mayfest agrees that Participant shall have access during normal working hours to all necessary Mayfest facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Participant shall give Mayfest reasonable advance notice of intended audits. 32. Participant also agrees to comply with all public health and safety standards and protocols set by Mayfest, which may be based on guidance from national, state, or local authorities but may also include requirements determined by Mayfest to be appropriate and necessary to create a safe environment on Festival premises. All Festival health and safety standards and protocols shall apply at all times Participant or its representatives are on the Festival premises regardless of whether the premises are open to the public. Mayfest health and safety standards and protocols may include, but are not limited to, Participant providing supplies such as hand sanitizer or personal protection equipment (PPE) as well as wearing PPE while on Festival premises. Mayfest agrees to provide advance notice of proposed health and safety standards and protocols at least 30 days prior to the Festival; however, it may be necessary to update and/or revise the requirements prior to or during the Festival depending upon the surrounding circumstances. Mayfest agrees to provide notice of any updates or revisions as soon as it is practicable to do so. MAYFEST PARTICIPANT AGREEMENT: 2025 City of Fort Worth Page 5 Mayfest Participant Agreement Mayfest, Inc dba Trinity Collaborative, Inc. Signature: Name: Iris Bruton Executive Director, Mayfest Date: Mar 7, 2025 For City of Fort Worth internal processes: APPROVAL RECOMMENDED: .J(L By: Midori Clark (Mar 10, 2025 11:27 CDT) J Midori Clark Library Director APPROVED AS TO FORM AND LEGALITY By: Andrea Phillips Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A FORM 1295: N/A Participant Dam k# Signature: Dana Burghdoff(Mar 202513.4CDT) Name Printed: Dana Burghdoff Business Name: City of Fort Worth (ACM) Date: Mar 10, 2025 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. 44 MwQ U- By: April Jacquez(Mar 5, 202516:51 CST) April Jacquez-Cobian Sr. Contract Compliance Specialist ATTEST: By: Jannette Goodall City Secretary 4q'd40pn�� p6F PORT �a a��o 000000e000�o9�d� �a ono a=° * d�n4 , nEap5app OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX MAYFEST PARTICIPANT AGREEMENT: 2025 City of Fort Worth Page 6 Appendix A Mayfest 2025 Participant Agreement It is agreed that Participant shall upon execution of this Agreement have no monetary amount due. Mayfest festival agrees to provide the following Participant benefits: (1) 1O' X 20' space at the Mayfest Festival. MF (Tent with sidewalls, 3 tables, 5 chairs) (2) (1) 20a/11 Ov outlet at booth activation (3) 3,000 Mayfest Admission tickets for library cardholders to be distributed at FWPL locations (4) Ten (10) Vendor Festival Badges for event staff (5) Five (5) 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. FWPL will: • Activate and staff a I Ox20 vendor space in the Children's Area of Mayfest with a free activity and library card signup for festival patrons • Distribute free tickets to library card holders at all branches including the History Center and provide a report back to Mayfest • Post flyer/poster/yard sign about Mayfest at each library location • Post on social and create messaging specific to Mayfest ticket availability The items that Participant may promote, pursuant to this agreement may be generally described as: Promotion of Fort Worth Public Library services and programs. 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 1 st by Mayfest. b. Booths Policies: • All personnel 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 from assigned booth space. • Tipping is not allowed. • 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. • Participant personnel must wear uniform family -friendly attire. c. Participant will sufficiently staff booth space during all festival hours: Thursday 3:30pm — 9:00pm; Friday: 3:30pm — 10:00pm; Saturday: 10:00am—10:OOpm; Sunday; 11:00am — TOOpm d. Participant will promote Mayfest festival as: Mayfest at Trinity Park in Fort Worth, Texas. e. Smoking policy: Per the City of Fort Worth, smoking is limited to designated areas. f. Participant agrees to access, set-up and tear down policies. (attached) Participant understands and agrees that Mayfest may allow other entities who are engaged in the same or similar business enterprise as Participant to provide or participate in matters that are the same or similar to those of Participant, and Mayfest is in no way restricted from doing so. MAYFEST PARTICIPANT AGREEMENT: 2025 City of Fort Worth Page 7 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 agrees to take whatever steps Mayfest deems necessary and appropriate to prevent such from occurring. Mayfest Inc.: Name: Iris Bruton Date: Mar 7, 2025 baba E91-ahbAr Participant: Dana Burghdoff (Mar 16, 20251f:4(2 CDT) Name Printed: Dana Burandoff (ACM) Business Name: Citv of Fort Worth Date: Mar 10, 2025 MAYFEST PARTICIPANT AGREEMENT: 2025 City of Fort Worth Page 8 Mayfest 2025 — Logistical Information Check List ❑ All fees must be paid in full within 30 days of executed agreement and no later than March 1st in order be allowed into Mayfest grounds for set up. ❑ 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 no later than February 15 ❑ Any items to be distributed during Mayfest must be approved by the Mayfest Executive Director by February 15 ❑ Activation/activity of the booth must be approved by the Mayfest Executive Director by February 15 Set Uv of Booth Is by appointment on: Monday, April 28 9:00 am until 5:00 pm Tuesday, April 29 9:00 am until 5:00 pm Wednesday, April 30 9:00 am until 12:00 pm If you cannot set up during these times, please notify the Mayfest office at (817) 332-1055 before March 15th 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 7:30 pm until 10:00 pm Monday, May 5 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 5 at 5:00 pm. Vehicle Access to Festival Grounds Cars will have access to the festival grounds ONLY during the following hours: Thursday 7:00 am - 2:00 pm Friday 7:00 am - 9:00 am and 1:30 pm - 2:30 pm Saturday 7:00 am - 8:30 am Sunday 7:00 am - 9:30 am Festival Hours: Thursday, May 1 Friday, May 2 Saturday, May 3 Sunday, May Mayfest, Inc. Iris Bruton Date 3:30 pm — 9:00 pm 3:30 pm —10:00 pm 10:00 am- 10:00 pm 11:00 am — 7:00 pm Participant Jesica L. McEachern (CFW ACM) Date MAYFEST PARTICIPANT AGREEMENT: 2025 City of Fort Worth Page 9