HomeMy WebLinkAboutContract 29794 0 -'I r
Y SECRETARY
STATE OF TEXAS § :"T N�
COUNTY OF TARRANT §
Field Signage Sponsorship
Agreement
THIS AGREEMENT ("Agreement") is made and entered into this day f
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►-tb�J_ , 2004, by and between THE CITY OF FORT WORTH, a home rule municipal
corporation situated in Tarrant, Denton and Wise Counties, Texas (hereinafter referred to as
"City") acting by and through its Parks and Community Services Department, 4200 South
Freeway Suite 2200, Fort Worth, Texas 76115 and COCA-COLA ENTERPRISES, INC. D/B/A COCA-
COLA BOTTLING COMPANY OF NORTH TEXAS, a Delaware corporation, having a business office
located at 3400 Fossil Creek Blvd., Fort Worth, Texas 76137 (hereinafter referred to as
"Bottler") acting by and through its duly authorized representative.
WHEREAS, the City owns, and through its Parks and Community Services Department,
operates certain buildings, gymnasiums, and parks;
WHEREAS, the City wishes to offer, at the discretion and approval of the Parks and
Community Services Department, companies the right to advertise their products by the use of
signage at various park and athletic field locations;
WHEREAS, the City has set the pricing options for sponsorship signage to include a
bronze level for $1,000 for the outfield and perimeter fencing, a silver level for$2,000 for behind
home plate, and a gold level for $5,000 for the front of each park entrance. The platinum level for
$10,000 is applicable to only Gateway and Rolling Hills Parks;
WHEREAS, the Bottler has chosen the bronze level and desires to place advertising at
two City parks; and
WHEREAS, in order to accomplish the aforesaid objectives it is necessary to enter into
an agreement to set out the criteria to be adhered to between the Bottler and the City;
NOW THEREFORE, for and in consideration of the performance of the mutual
covenants and agreements herein contained, the parties hereto do hereby covenant and mutually
agree as follows:
1. City hereby grants Bottler the nonexclusive right to provide to the City a total of two
advertising signs, one each for placement at Harmon and Rockwood Parks. Said signs shall be
placed at Harmon Park and at Rockwood Park on the outfield/peri meter fencing for the purpose
of advertising and promoting Bottler's beverage products ("Signs").
2. The term of this Agreement shall be for five (5) years, comme
day of April 2004 and ending on the _14th day of April 2009 ( � a be
renewed by mutual agreement between Bottler and the City for two (2) successive one (1) year
terms under the same conditions and terms of this Agreement.
3. For the right to place the Signs, Bottler shall pay to the City, as the annual sponsorship
fee, Two Thousand ($2,000.00) Dollars per year for the Signs, for a total sponsorship fee of Ten
Thousand Dollars ($10,000) for the Term of this Agreement ("Sponsorship Fees"). Unless
otherwise specified by this Agreement, the first yearly payment of $2,000.00 shall be made
within thirty (30) days after this Agreement is fully executed and prior to the placement of the
Signs at Harmon Park and Rockwood Park. All remaining yearly payments must be made no
later than anniversary of the 30th day of the month this Agreement is executed.
In the event that Bottler desires to increase its signage or location of its Signs, Bottler will have
annual opportunity to negotiate increasing its Sponsorship Fees in order to upgrade to a higher
level of product advertisement.
4. The Signs must be made of corrugated plastic, weather resistant aluminium or painted
steel material that is a minimum of 6 feet in length and 4 feet in height, not to exceed 8 feet in
length. All Signs must have holes/grommets allowing them to be attached to chain link fencing.
Signs will be mounted by securing each corner of the Signs with bolts and flat steel screws. The
City will install all Signs on outfield fencing.
5. The City will not be responsible for damage to the Signs as a result of weather, graffiti,
theft or vandalism. It is the responsibility of Bottler to ensure Signs are presentable at all times
and to replace any signs that are torn, worn, damaged or vandalized. If the Signs become
damaged, the City will provide written notification to Bottler. Bottler must remove the Signs
within 10 days of receipt of written notification for repair or replacement on a date and at a time
approved by the City. If Bottler does not remove and repair or replace the Signs within 30-days
after receiving written notification of damage, the Signs will be removed and disposed of by the
City
6. The City shall have final approval of all advertising materials on the Signs and reserves
the right to accept or reject, at its sole discretion, any advertising.
7. Bottler warrants that property protected by copyright will not be reproduced or used
unless written permission from copyright or trademark holder is obtained. Bottler covenants to
comply strictly with all laws respecting copyright, royalties and trademarks and shall not infringe
on any related statutory, common law, or other right of any person or entity. Bottler agrees to
assume full responsibility for complying with the Federal Copyright Law of 1978 (17 U.S.C.
101, et seq.) and any Regulations issued there under including, but not limited to, the assumption
of any and all responsibilities for paying royalties which are due for the use of copyrighted works
in Bottler's exhibitions to the copyright owner, or representative. City expressly assumes no
obligations, implied or otherwise, regarding payment or collection of any such fees or financial
obligations. City specifically does not authorize, permit, or condon ther
use of copyrighted materials b Bottler or its agents or licensees wit � N 0 4 nses
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or permission being secured by Bottler in advance. IT IS FURTHE 1 1 J 6,10T rLER
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SHALL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS FOR ANY CLAIMS ARISING FROM
NONPAYMENT TO LICENSING AGENCIES OR DAMAGES ARISING OUT OF BOTTLER'S
INFRINGEMENT OR VIOLATION OF THE COPYRIGHT LAW AND/OR RELATED REGULATIONS. City
expressly assumes no obligation to review or obtain appropriate licensing and all such licensing
shall be the exclusive obligation of Bottler.
8. The doctrine of respondeat superior shall not apply as between Bottler and City and
nothing contained in this Agreement shall be deemed to constitute City and Bottler as partners or
joint venturers with each other, nor shall Bottler be considered to be an agent, representative or
employee of the City. Bottler shall have the exclusive control of and the right to control its
employees and shall be solely responsible for the negligent acts and omissions of its officers,
agents, employees, contractors and subcontractors.
9. It is expressly understood and agreed by the parties to this Agreement that if the
performance of any obligations hereunder is delayed by reason of war; civil commotion; acts of
God; inclement weather; governmental restrictions, regulations, or interferences; fires; strikes;
lockouts, national disasters; riots; material or labor restrictions; transportation problems; or any
other circumstances which are reasonably beyond the control of the party obligated or permitted
under the terms of this Agreement to do or perform the same, regardless of whether any such
circumstance is similar to any of those enumerated or not, the party so obligated or permitted
shall be excused from doing or performing the same during such period of delay, so that the time
period applicable shall be extended for a period of time equal to the period such party was
delayed.
10. BOTTLER AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS
OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND
ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS
AND/OR PERSONAL INJURY, INCLUDING DEATH, ARISING OR RELATING FROM
ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF
BOTTLER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS
(OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THIS AGREEMENT
OR THE PERFORMANCE OF THIS AGREEMENT.
THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY
LIABILITY TO THE EXTENT THAT IT RESULTS FROM THE SOLE NEGLIGENCE,
OMISSION OR INTENTIONAL MISCONDUCT OF THE CITY OR ITS OFFICERS,
AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS.
IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH BOTTLER
AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY
IN A CCORDANCE WITH THE LA WS OF THE STATE OF TEXAS.
11. Either party may terminate this Agreement without cause upon thirty (30) days written
notice to the other party. Said termination notice shall be considered rendered when pled in e
United States Postal Service for delivery to the other party. Upon termination, the parties s 11
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be released from all obligations contained in this Agreement except for the Indemnification
section in Item #10 above.
Notwithstanding the above, either party may terminate this Agreement if the other party is in
breach of this Agreement and fails to cure the same after thirty(30) days written notice.
12. Any notice under this Agreement must be in writing and delivered by personal delivery,
overnight courier, or certified mail, return receipt requested, and shall be deemed given upon: i)
personal delivery; ii) one (1) business day after deposit with an overnight courier; or iii) five (5)
days after deposit in the United States Mail as set forth above. Notices must be sent to a party at
its address as set forth below or such other address as the party may specify in writing by notice
pursuant to this section.
COCA COLA BOTTLING COMPANY OF NORTH TEXAS.
3400 Fossil Creek Blvd.
Fort Worth, Texas 76137
Attention:
With a copy to:
Coca-Cola Enterprises Inc.
P.O Box 723040
Atlanta, Georgia 31139-0040
Attention: General Counsel
CITY OF FORT WORTH
Attn: Randle Harwood, Acting Director PACSD
4200 South Freeway Suite 2200
Fort Worth, Texas 76115
With a copy to:
City Attorney
1000 Throckmorton Street
Fort Worth, Texas 76102
13. Each of the provisions included in this Agreement is separate, distinct and severable from
the other and remaining provisions of this Agreement, and the invalidity or unenforceability of
any provision, shall not affect the validity or enforceability of any other provision or provisions
hereunder. Further, if any provision is ruled invalid or unenforceable by a court of competent
jurisdiction because of a conflict between such provision and any applicable law or public policy,
such provision shall be redrawn to be valid and enforceable to the extent required for such
provision to be consistent with such law or public policy.
14. The parties hereto may not assign any rights or delegate any duties under the Agreement
without the written consent of the other party.
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15. This Agreement constitutes the entire agreement between the parties, and there are no
representations, warranties, covenants and agreements between the parties other than those set
forth or provided for herein, and any prior or contemporaneous oral or written agreement which
purports to vary from the terms hereof, shall be void.
16. This Agreement may not be amended except by written instrument signed by all parties.
17. Venue shall be in the state courts located in Tarrant County, Texas or the United States
District Court for the Northern District of Texas, Fort Worth Division.
18. Each party hereto represents and warrants that it has valid authority to execute this
Agreement and has obtained all necessary authorizations to undertake the obligations contained
in this Agreement.
19. This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the same instrument,
and in making proof hereof, it shall not be necessary to produce or account for more than one
such counterpart.
EXECUTED on this the 3 ' day of , 2004
ATTEST: CITY OF FORT Vv'-0 Tri
By:
City Secretary R chard Zav ,Director
Parks and Community Services
as to form and legality: -m Dof uet
Approved ,onLract Authorization
David Yett, City Attorney
By
Assistant Cit tomey
COCA COLA WTTLING COMPANY OF
NOR.T TE
CO IT TIO �
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