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HomeMy WebLinkAbout064553 - General - Contract - Downtown Fort Worth Initiatives, Inc.CSC No. 64553 ADDENDUM TO MAIN STREET ARTS FESTIVAL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND DOWNTOWN FORT WORTH INITIATIVES, INC. This Addendum to the MainStreet Arts Festival Agreement ("Addendum") is entered into by and between Downtown Fort Worth Initiatives, Inc. ("Vendor") and the City of Fort Worth ("City"), individually referred to as "party" and collectively the "parties", for the terms and provisions of the Addendum shall control to the extent there is a conflict between the terms and conditions of this addendum and the terns and conditions of the Main Street Arts Festival Agreement. The Contract documents shall include the following: L The Main Street Arts Festival Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Main Street Arts Festival agreement (hereinafter the "Agreement"), the parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall become effective upon the signing of the Agreement by the Assistant City Manager (`Bffective Date") and shall expire April 21, 2026 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Addendum. 2. Compensation. Vendor shall provide services at no charge to City. City shall not be required to pay any cost, fee, or charge of any nature. City represents that far, and in consideration of, its obligations under this Agreement that Vendor is providing a unique and important experience and space free-of-charge for the citizens of Fort Worth. Vendor represents that for, and in consideration of, its obligations under this Agreement, City is providing an activity area in the TCC Makers Zone for such Performance to occur, which will provide exposure for Vendar. Both Parties agree as a condition precedent of this Agreement that both Parties have exchanged good and valuable consideration. OFFICIAL RECORD 3. TeI'TTllriatlOri. CITY SECRETARY FT. WORTH, TX a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after Addendum to Main Street Arts Festival Agreement Page 1 of 5 receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. c. Fiscal Fundin� Out. 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 the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obli�ations of the Parties. In the event that the 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 the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City-provided data to City in a machine-readable format or other format deemed acceptable to City. 4. Attornevs' Fees, Penalties, and Liquidated Dama�es. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of law provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 6. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. Addendum to Main Street Arts Festival Agreement Page 2 of 5 7. Notices to Parties. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO CITY: City of Fort Worth Attn: Library Director 100 Fort Worth Trail Fort Worth, TX 76102 TO VENDOR: Downtown Fort Worth Initiatives, Inc. Attn: John "Jay" Downie, CFEE 777 Taylor St. Suite 100 Fort Worth, TX 76102 With copy to Fort Worth City Attorney's Office at the same address 8. Soverei�n Immunitv. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity, such provisions are hereby deleted and shall have no force or effect. 9. Limitation of Liabilitv and Indemnity. TO THE EXTENT THE AGREEMENT, IN ANY WAY, LIMITS THE LIABILITY OF VENDOR OR REQUIRES CITY TO INDEMNIFY OR HOLD VENDOR OR ANY THIRD PARTY HARMLESS FROM DAMAGES OF ANY KIND OR CHARACTER, CITY OBJECTS TO THESE TERMS AND ANY SUCH TERMS ARE HEREBY DELETED FROM THE AGREEMENT AND SHALL HAVE NO FORCE OR EFFECT. 10. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 11. Confidential Information. Vendor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Vendor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 12. Public Information. City is a government entity under the laws of the State of Texas and all records held ar maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Addendum to Main Street Arts Festival Agreement Page 3 of 5 Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 13. Addendum Controllin�. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 14. Immi�ration and Nationalitv 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, Vendar shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs 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 perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendar, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 15. Ri�ht to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 16. Counterparts. This Addendum may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as an original. 17. Si�nature. The person signing this Addendum hereby warrants that he or she has the legal authority to execute this Addendum on behalf of his or her respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the person or entity. The other party is fully entitled to rely on this warranty and representation in entering into this Addendum. Should that person or entity not be authorized, the terms and conditions of this Addendum shall be binding as against the signatore and he or she shall be subject to the terms and conditions of this Addendum. (signature page follows) (remainder of this page intentionally left blank) Addendum to Main Street Arts Festival Agreement Page 4 of 5 ACCEPTED AND AGREED: CITY: City of Fort Worth Dc�nc� Bur�hdo-F-F B Dana Burghdoff (Jan 13, 2026�4612 CST) Y� Name: Dana Burghdoff Title: Assistant City Manager Date: O1/13/2026 Approval Recommended: , /k-�.�. Midori Clark (Jan 13, 2026 14:04:09 CST) By: Name: Midori Clark Title: Library Director Attest: 44F°RT °aa eF��= � a a''° °ti°o e�s .�v l� � °oo*°�°+ ° �/�� Adap nEXPsaa By: Name: Jannette Goodall Title: City Secretary VENDOR: DOWNTOWN FORT WORTH INITIATIVES, INC. �,�r By: Name: John "Jay" Downie, CFEE Title: Director, Festival and Events Date: O1/09/2026 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. O�t�^� MwQ �''�"'` By. April Jacquez (Jan 12, 2026 12:23:58 CST) Name: April Jacquez- Cobian Title: Sr. Contract Compliance Specialist Approved as to Form and Legality: G�� `! (!iL//� By: Name: Taylor C. Paris Title: Assistant City Attorney Contract Authorization: M&C: N/A Date Approved: N/A C�7��[y/,1�.��[�%1:7�7 CITY SECRETARY FT. WORTH, TX Addendum to Main Street Arts Festival Agreement Page 5 of 5 ""� "'" DOWNTOWN FORT WORTH INITIATIVES, INC. DOWritOwri SERVICES PROVIDER AGREEMENT Fort Worth Initiatives, Inc. 1. NAME OF SERVICES PROVIDER: Fort Worth Public Library 2. ADDRESS: 8628 Camp Bowie W. 3. CITY, STATE, ZII': Fort Worth, TX 76116 4. CELL PHONE/EMAIL: 682-215-6391 — Tabitha.guess@fortworthtexas.gov 5. NAME OF REPRESENTATNE: Tabitha Guess 6. DATE:11/3/25 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 16-19, 2026 with set-up to occur beginning 6:00 AM on April 15, 2026 through April 16, 2026, and tear-down by 3:00 AM on April 20, 2026, in Fort Worth, Texas, specifically on Main Street and adjacent side streets between Weatherford Street to the north and 9r" Street to the south, an on approved private or public property, including Sundance Square property, in downtown Fort Worth, Texas, collectively known as MAIN ST. Fort Worth Arts Festival (the "Event"); and 9. WHEREAS, Services Provider has been authorized to provide equipment, labor or other services ("Services") for the Event in exchange for 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: 12. Schedule of Services delivery and removal: Delivery: Weds., April 15, 2026 (Load In) Pick-Up: Sunday, Apri120, 2026 (Load Out) 13. Fee. In considerarion for the provision of the Services as described herein or made a part hereto, there is no fee charged to Fort Worth Public Library for their participation in the 2026 MAIN ST. 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 Services Provider's expense. 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 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; (� 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. 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.or� • festivalinfo@dfwi.org (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; (ri) 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. INDEMNIFICATIONS. (a) EVENT INDEMNITY. TO THE FULLEST EXTENT PERMITTED BY LAW, SERVICE PROVIDER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS OWNER, ITS PARENT, SUBSIDIARY AND AFFILIATED CORPORATIONS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, THE CITY OF FORT WORTH, TEXAS, DOWNIE PRODUCTIONS, INC. AND ASSIGNS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, LOSSES, GOVERNMENT PROCEEDINGS AND COSTS AND EXPENSES, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES AND COSTS OF SUIT, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE CONDUCT OF THE EVENT, PROVIDED THAT SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS ATTRIBUTABLE TO BODILY INJURY, SICKNESS, DISEASE OR DEATH, OR THE INJURY OR DESTRUCTION OF TANGIBLE PROPERTY REGARDLESSS OF WHETHER OR NOT IT IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF THE INDEMNITEE. IT IS THE EXPRESS INTENT OF THE SERVICES PROVIDER TO INDEMNIFY OWNER FOR OWNER'S OWN, JOINT, AND CONCURRENT NEGLIGENCE. (b) ADDITIONAL SERVICES PROVIDER CONCESSION INDEMNITY. SERVICES PROVIDER WILL INDEMNIFY OWNER AS DESCRIBED IN SUBPARAGRAPH (a) FOR ANY AND ALL PROPERTY DAMAGE OR PERSONAL INJURY OR OTHER CAUSE OF ACTION OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SALE, DISTRIBUTION, USE OR MISUSE OF SERVICES PROVIDER'S PRODUCTS AS CONCESSIONS AT THE EVENT. SERVICES PROVIDER FURTHER REPRESENTS AND WARRANTS THAT ALL VOLUNTEERS AND EMPLOYEES UTILIZED BY IT TO ADMINISTER AND STAFF ITS CONCESSiONS AT THE EVENT SHALL BE, AS BETWEEN OWNER AND SERVICES PROVIDER, SERVICES PROVIDER'S EMPLOYEES, AND SERVICES PROVIDER SHALL BE SOLELY RESPONSIBLE THEREFORE AND WILL DISCHARGE ALL EMPLOYMENT RESPONSIBILITIES TOWARDS THEM REGARDLESSS OF WHETHER OR NOT IT IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF OWNER. (c) NOTICE OF CLAIMS. SERVICES PROVIDER WILL GIVE OWNER PROMPT WRITTEN NOTICE OF ANY CLAIM OR SUIT POSSIBLY COMING WITHIN THE PURVIEW OF ANY INDEMNITY SET FORTH IN THIS AGREEMENT. UPON THE WRITTEN REQUEST BY OWNER, SERVICES PROVIDER WILL ASSUME THE DEFENSE OF ANY SUCH CLAIM, DEMAND, ACTION OR PROCEEDING. OWNER SHALL ALSO HAVE THE RIGHT TO PROVIDE ITS OWN DEFENSE AT ITS OWN EXPENSE, PROVIDED SERVICES PROVIDER SHALL NOT SETTLE ANY CLAIM WITHOUT OWNER'S WRITTEN CONSENT. TERMINATION OF TffiS AGREEMENT SHALL NOT AFFECT THE CONTINUING OBLIGATIONS OF EACH OF THE PARTIES UNDER THIS PARAGRAPH 18 AND PARAGRAPH 19. 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.or� • festivalinfo@dfwi.org 19. Insurance. Each party hereunder shall obtain and maintain at its own expense, during the Term of this Agreement and for a period of one year following the Event, a standard Comprehensive General Liability Policy written by a United States insurance company in the face amount of $1,000,000, which policy shall (i) specifically cover such parry's contractual liabilities, (ii) provide standard product liability protection and (iii) list the necessary parties on the Insurance Addendum as an additional insured. Such insurance shall be in a form reasonably acceptable to counsel for the other and shall require the insurer to give the other at least thirty (30) days' priar written notice of any modification or cancellation. Each parry shall provide the other with such evidence of coverage as may be reasonably acceptable to the other within thirty (30) days following the execution of this Agreement. Additionally, any and all employees of Services Provider must carry appropriate workcr's compensation insurance, and any sub contractors of the Services Provider must also carry appropriatc worker's compensation insurance. 20. 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. 2 L Term and Termination. (a) Term. This Agreement shall become effecrive on the date first above written and shall expire on Apri120, 2026, 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 ll 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; (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 representarions 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. 22. 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 Downtown Fort Worth Initiatives, Inc. • 777 Taylor Street, Suite 100 • Fort Worth, TX 76102 Page 3 Phone: 817-336-2787 • Fax: 817-335-3113 • www.mainstreetartsfest.or� • festivalinfo@dfwi.org Services have not been delivered ar 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. 22. 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 parries. 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 respcctive Trademarks. 23. Miscellaneous. (a) Confidentiality. The parties hereto agree to maintain in confidence the terms and conditions of this Agreement except to the extent that a proposed disclosure of any specific terms or conditions hereof by either party is authorized in advance by the other party. (b) No .Ioint 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. (c) 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. (d) 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 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 far 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. (� 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) CompleteAgreement. This Agreementrepresents the entire agreementbetween 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 By: ���' Services Provider: Danct Bur�rhdoff B�� DanaBurghdoff;Jan13,2 620'46:2CST; John "Jay" Downie, CFEE Title: Director, Festival and Events Date: O1/09/2026 Print Name: Dana Burghdoff Title Date: Assistant City Manager O1/13/2026 Downtown Fort Worth Initiatives, Inc. • 777 Taylor Street, Suite 100 • Fort Worth, TX 76102 Page 4 Phone: 817-336-2787 • Fax: 817-335-3113 • www.mainstreetartsfest.or� • festivalinfo@dfwi.org Insurance Addendum Requirements for contractors, vendors and participants in events downtown 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 in support of the Indemnity provision in the License Agreement. Indemnities to be listed as Additional Insured are: Downtown Fort Worth Initiatives, Inc. & Downtown Fort Worth, Inc. 777 Taylor Street Suite 100, Fort Worth, TX 76102 fax 817-335-3113 Rotary Club of Fort Worth 306 West 7t'' Street, Suite 305, Fort Worth TX 76102 Downtown Fort Worth Founder Lions Foundation, Inc. P.O. Box 2663, Fort Worth, TX 76113 The City of Fort Worth 1000 Throckmorton St., Fort Worth, TX 76102 fax 817-392-8941 Downie Productions, Inc. 7120 Royalgreen, Cincinnati, OH 45244 phone 513-615-1474 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. DB Services Provider Initials: �� 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.or� • festivalinfo@dfwi.org F�RT ��RTH�� City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Downtown Fort Worth Initiatives, Inc Sub�eCt Of the Agreemerit: Main Street Arts Festival M&C Approved by the Council? * Yes ❑ No 0 If so, the M&C �nust be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If �so, provide the original cont�act nulnber and the amendment number. Is the Contract "PermanenY'? *Yes ❑ No 0 If unsure, see back page for pe�manent cont�act listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what info�mation is Confidential and the page it is located. EffeCtlVe Date: ACM Signature date Expiration Date: 04/21/2026 If different from the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No 0 *If so, please ensu�e it is attached to the app�oving M&C or attached to the contract. Proj ect Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑� No ❑ Contracts need to be routed for CSO processin� in the followin� order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the info�mation is not provided, the contract will be returned to the department.