HomeMy WebLinkAboutContract 45554 Mayfe,st CqY SEOWrAW
Vendor Agreement CWRACT Hoop
Non-Profit
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THIS MAYFEST PARTICIPANT AGREEMENT(this"Agreement')is entered into as of April l 7,2014 by
and between .A F ST, INC,a.Texas non-profit corporation, ("Mayfest')and located at 6115 Camp Bowie.blvd.
Suite 160, Fort Worth, Texas 7'6116 and City of Fort Worth Office of Er ergency Management KnoWh t o("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, Fexas, on May 1, 2014
through May 4,2014(,the"'Mayfest Festiealf');and
WHEREAS,Mayfest has a lease agreement with the City of Fort Worth permitting it to do so-and
"''WHEREAS,Participant desires to promote its interests at the Mayfest festival;and
WHEREAS,Mayfest is agreeable to permit Participant to promote its interests at the Mayfest Festival but only
if Participant cormpllies fully wit h all of the terns 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. ayfest hereby ,rants to Participant the right to promote its interests at the Mayfest Festival according to
Appendix A. The exact location of the area in w hick 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 Agree ment, Participant will pay to Mayfest a $too penalty for such
action. It is agreed and understood that Mayfest is not endorsing any promotion made by Participant and Participant will
" .. "
not male any representation to that effect,ether express of uinplied. In the event that Mayfest determines that the manner
aunt is conducting itself may imply that Mayfest is endorsing an such promotion,Participant will take
in which Participant � y P y �` �' � �' P
whatever,steps Mayfest deems necessary and appropriate to prevent such ftorn 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 waiting,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 tines 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 f orn 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 farm of vehicle(car,true....,golf cart,mule,etc.)within the Mayfest Festival grounds
roust be at least eighteen 1 years of ,age and have a valid driver's license. All motor vehicles must be
appropriately insured and registered as required by state laws.
3. In dealing with Mayfest s agents and representatives, Participant agrees that Participant will be cooperative,
courteous and professional at all ti In,t 0 44brvu I I s opinion Participant has feu%led.to comply filly with all of
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MAYFESTNO N-PROF IT PARTICIPANT MENT:2014 11,011111 RECEIVED APR 3 0 2014
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the provisions of this,Agreement,including,without limitation,if Participarit 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,ten-ninate this Agreement and require Participant to immediately close its booth or area of olperation and
depart the Mayfes,t Festival, in which event, Participant agrees, to do so inu-nediately., In such event, Participant shall
forfeit all sums paid hereunder to Mayfest. In the event Participant fails to comply with the provisions of th,is Paragraph
3,Participant shall remove or be removed from the premises,and in the event such forced removal is necessary,Mayfest
and its,agents and other rep�relsentatives,shall not be!liabllel 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 pllaced within the premises ofthe Mllayfest Festival(including without limitation any
musical instruments,audio and technical equipment,costumes,,vehicles or l,ivestock and any other personal property)and
Mayfest assumes no responsibil:ity 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. Pat-tic 1pant hereby explress,ly
releases and discharges,Mayfest frorn 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
Worthl all rules,regulations,requirements and policies of all City departments;and any and all requirements specirfically
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,playable as a result ofthel 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, policties on entering and exiting the park. Without
limiting the foregoing,Participant agrees that in order to operate any form of vehicle(car,truc�k,golf cart,mule,
etc.)within the Mayfest Festival grou nds,,such person must be a,t least eighteen(18)years of age and have a valid
driver's license.
6. Mayfest shall have,no obligation to,play or reimblurse Participant for any expenses incurred in conjunction with
i
participation in this event.,
7. Participant sha,lll at all[times hereunider act as an independent contractor with respect to Mayfest and the
Mayfest Festival, and not as an empilolyee or, agent of Mayfest. 'Nothing contained in this Agreement shall be
construed to create ajoint venture,partnership,association',or other affiliation between the parties,it being specifically
agreed that the relationship is and shall rernain that of independent partiesto 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 sha I I perform under this Agreement,except as,otherwise set forth in,Paragraph 5 above.Neither party shal I 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 tluolugb its authorized agents and representatives,shall
have at any and al I times the fti 11.and unrestricted right to,enter Partic ipant's area of operation for the purpose of Misurmg
that Participant is complying with all the provisions of this Agreement.
9. No term or condition of this Agreement shall be deerned to have been waived, and no party hereto shall be
estopped to enforce any provision of this Agreement,except by written instnunents of the party charged with such waiver
or estoppel.
10., Neither party shall be liable fior 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, s,tonns,, explosions, damage to its, plants, labor disputes (whether or not the employees' demands are
reasonable and withi the party's plower to satisfy),acts of any governmental body(whether civil or military,foreign or
domestic),including but not lim.ited 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,Ulure or delay of third parties or governmental
bodies from whom any party is obtaining or must obtain rights of way, easements, franchises, permits, machinery,
MAYFEs,r NON-PROFFF PARTIC11"ANT AGREEMENT:20 14 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 Ma jeure"),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.
H. The parties,hereto hereby irrevocably consent to thejurisdiction 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 dOCL11-nent 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 deerned an original,but
all of which together shal I 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 givi g effect,to conflict of laws.
I i n
17. The headings in this Agreement are solely for the convenience of reference and steal I be given no effect in the
construction or interpretation of this Agreement. Wherever required by context, any gender shall include any other
gender, the s,ingular 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 applicabile law,ruffle 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.
MAYFEST NON-PROFIT PARTICIPANT AGRI"'EMENT,20,14 Page 3
22. At any time andfrorn 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, coven,an,ts 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 SOLIght 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.
2,6. 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 oaf f the terms of this Agreement or to seek remedy for any breach hereof,then the pr,evai I ing,party
I
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 inn 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-Prolfit RECORD
ThItY,
CIT"I' s
i FOP
MAY FEST- IR 11
AYFET S 1,
M "N NON-PROFITPARTICIPANT VY,ORTIH
I4N
By- By:
-—-----------------
Elizabeth asham,Executive Director Title: Assistant Cr!y Manager
o , 4 40 21
w.
01 Date
200
...............
0
Aft
Mary J. Kay Cir d&i
REEMENT:20,14 019 Y 40)1:
MAYFEST NON-PROFITPARTICEPANT AC
Appendix A
Mayfest 2 4 Non Profit Participant Agreement
Organization Name.- City of Fort Worth Office of Emergency Management KjioWhat2Do
Contact Person: Randy Westerman,Public Education Specialist
Address,: 1000 Throckmorton, Fort Worth,Texas 76102
Contact Number: 817-392-6170
Email.- randy.westen-naii@fortwortiitexas,.,gov
Tax ID# 75-6000528
Description of"Booth: Residents will learn how to prepare for weather,man-made and terrorism hazards,making
there less susceptible to inju-ry 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,
and aids,and possibly a NOAH weather radio).
Fees..
Booth Fee: $3001.0O
Tent size: 1OX10'.self provided
Electricity: $510.00 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. can 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 cornpany. 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 1st. 330 p.m.— 1.0.-00 p.m.
Friday, May 2nd: 3 30 p.rn.— 10:00 p.m..
Saturday,May 3rd- 10.-0�O a.m.— 10:00 p.m.
Sunday, May 4th-, I 1-.010 a.m.7-00 p:.m.
d. Non Profit Participant agrees,to set-tip and tear down policies.
e. Ajiy trailer hitches must be covered.
f. Walk boards not provided.
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."
ji. Vendors using a 51OAmp 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 814.
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 mariner 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 frorn occur 71 ng. Non Profit Participant agrees to set-up and tear down policies.
Mayfest, Inc. Non Profit Participant" Ui-tv of Fort Worth
wv�Elizabeth Basharn Narne- Juan Ortiz
Date: Date:
MAYFEST NON-P'RO,F IT'PARTIC I PANT AGREEMENT 2014 Page 5
Mayfest 2014Set Up/Tear Down Policies
Ng,t_V of Booth
,Is by appointment n."
Monday, April 28th,2014 9:00 am until 5:00 pm
Tuesday, April 29th, 2014 9:00 am until 5.00 prn
Wednesday,April 30th,2014 9:00 am until. 1,100 prn
If you cannot set up during these times,please notify the Mayfest, Inc.,of at(817)332-10515 before April 22nd to
make arrangements. You must be set up by Wednesday at 1,2-.00 pm.,
Tear own of""Routh,
Sunday,May 4th,2013 7.301 prn until 10.-00 pin
Monday, May 5th,20,13 9:0:0 are 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 departedl. Load out must be completed,by Monday,
May 5h'at 5:00 pm.
'Vehicle Access to Park Grounds
Cars will only have access to the park during the-following hours:
Thursday 7". am 2:30pm Sa,turda Must accon-u-noidate the Mayfest Run
Friday 7.-00 ,emu-9:00urn and I:30prn-230pm Optlo One: Arrive and depart BEFORE 7:45arn
Sunday 7:00arn-10:00ai-n Option Two: Arrive BEFORE 7-45am. Cars must
remain, in grounds until 9.3 am. All vehicles must
depart at .3 am
Check List(Must have befolre set u pi),
All fees Mist be paid in full on or before Tuesday,April I st 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 I't, 2014.
Certificate of General Liability, insurance in an arncunt no less than One Million dollars
1,000,000,00)which includes Mayfest, Inc. listed as additional insured must be received by Mayfest
Inc.no later than April Is',204,provided,however I if Non-Profit Participant is self-insured, Participant
may show proof of self-insured status in lieu of a certificate of general liability.
Festival Hours:
Thursday, May 1st 3:30 p.m. -- 10-00 p. n.
Friday, May 2nd 3:30 p.m. — 10:00 p.m.
Saturday",May 3 d 10:00 a.m.- 10:00 p.m.
Sunday, May 4'h 11:00 a.m.—7.-00 p.m.
Mayfest, Inc. Non-Profit Participant- City of Fort Worth
Elizabeth Basham. Printed Natne: Juan Ortiz ......
Date Date
(
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130
MAYFEST NON-PROF'IT PARTICIPANT AGRE111MENT":2014 Page 6