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Home My WebLink AboutContract 33300 (2) CITY SECRETARY CONTRACT NO. STATE OF TEXAS § COUNTIES TARRANT § DENTON AND WISE TEE BOX AGREEMENT FOR PECAN VALLEY GOLF COURSE, MEADOWBROOK GOLF COURSE, SYCAMORE CREEK GOLF COURSE, ROCKWOOD GOLF COURSE AND ZBOAZ GOLF COURSE WITH APIX AMERICA, LLC This Agreement is made and entered on this /5r day of ?' , 2006, by and between the City of Fort Worth, a municipal corporation of the State of Texas, through its duly authorized Assistant City Manager , hereinafter referred to as "City", and Apix America, LLC, through its duly authorized erc S I hereinafter "Apix" with its principal place of business located at ?20(, A rTKV P'� , o te.-JrJ Poi;',(,.S q&.2 u 7 WHEREAS, the City owns and operates certain municipal golf courses known as Pecan Valley Golf Course, Meadowbrook Golf Course, Sycamore Creek Golf Course, Rockwood Golf Course and Zboaz Golf Course; and WHEREAS, Apix is in the business of producing and supplying quality tee box signage and related sponsor programs for use by golf courses to indicate the design of respective golf holes; and WHEREAS, the City wishes to retain the services of Apix and allow Apix to sell and provide advertising sponsor signs on the City's tee markers located within the golf courses mentioned above. NOW, THEREFORE, City and Apix agree as follows: 1. APIX'S RIGHTS AND OBLIGATIONS A. Apix shall provide custom designed tee box signs and corresponding advertising panels to City for use at the Pecan Valley Golf Course, the Meadowbrook Golf Course, the Sycamore Creek Golf Course, the Rockwood Golf Course and the Zboaz Golf Course. Apix shall provide one (1) tee box sign and corresponding advertising panels per golf hole subject to the City's prior written consent. B. Apix shall obtain sponsors or advertisers for each tee box sign and shall receive all proceeds from such sponsors or advertisers Apix secures minus a portion equal to twenty percent (20%) of such revenue generated by the lower panel advertisements which shall be paid to the City in years two (2) through five (5) of this Agreement. Apix shall provide payment to City within sixty (60) days after receiving proof of installation of such signs and panels. Ica ficoto CRL6.060 Apix Agreement Apix Agreement C. Apix shall be solely responsible for all costs of shipment and delivery of all tee box signs to City. D. Apix shall provide City with advance notice of its intended sponsors and advertisers prior to the installation of the signs and panels. 2. CITY'S RIGHTS AND OBLIGATIONS A. City shall have the final right of approval of any or all sponsors and/or advertisers. City shall not unreasonably withhold such approval and shall provide notice to Apix of such objection of the sponsor and/or advertiser as soon as is reasonably practicable. City shall not be entitled to any revenue for the rejected advertisement. B. City shall be responsible for the installation and removal of the tee box signs. City shall make such signs visible to golfers while the course is open and/or seasonally operational. C. City shall install such signs and corresponding panel according to such instructions as provided by Apix and shall provide proof of installation to Apix by digital imagine(s) within ten (10) business days of receipt of such sign or longer if reasonably necessary. D. City agrees that, unless existing, no other forms of advertising will appear on the tee boxes located on the tee boxes other than temporary tournament sponsor signs. E. City may use said tee box signs for the term of this Agreement at no cost to City; however, City shall not be responsible nor bear any obligation for art design, production material, advertising content, landscape photograph, marketing production, defacement or damage, or costs associated therewith. F. In the event any tee box sign is damaged, City shall notify Apix, in writing, of such defacement or damage and the need for maintenance or replacement. Apix shall repair or replace such sign as soon as is reasonably possible. City shall not be responsible for acts of vandalism or other damage caused by third parties. 3. TERM This Agreement shall commence on the date of complete and full execution and continue thereafter for five(5) years, unless written notice of termination is given by either party. UFA' LU 'EMB CRL02.06.06v3 ' . HWY Apix Agreement e: FYIi � , � . B. City shall place such tee box sign in a mutually agreeable fashion. C. City shall provide access to Apix to Pecan Valley Golf Course, Meadowbrook Golf Course, Sycamore Creek Golf Course, Rockwood Golf Course and Zboaz Golf Course during open and operational hours for the inspection or maintenance of such tee box signs. 5. NOTICES Any notices required or permitted under this Agreement may be personally served on the other party by the party giving notice or may be served by certified mail, return receipt requested,to the following addresses: CITY: Attn: City of Fort Worth Park and Community Services Department 1000 Throckmorton Fort Worth, TX 76102 PHONE ( ) APIX: Attn: Jeff Wilson or Tonya Shockley (219) 226-9001 Apix America, LLC 9806 Arthur Court Crown Point, IN 46307 PHONE (574) 320-9353 6. INDEMNIFICATION AND HOLD HARMLESS APIX SHALL INDEMNIFY AND HOLD HARMLESS CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, CLAIMS, DEMANDS, ACTIONS, OR COSTS ARISING FROM THIS AGREEMENT; INCLUDING ALL COSTS OF DEFENSE THEREOF, ARISING FROM, OR IN ANY MANNER CONNECTED DIRECTLY WITH THE DESIGN, ADVERTISING CONTENT, AND/OR MARKETING, OF SAID TEE BOX SIGNS. 7. APPLICABLE LAWS AND REGULATIONS Apix shall comply with all statutes, State or Federal, and all ordinances, rules, and regulations of the City of Fort Worth whether now in force or subsequently enacted. 7. APPLICABLE LAWS AND REGULATIONS Apix shall comply with all statutes, State or Federal, and all ordinances, rules, and regulations of the City of Fort Worth whether now in force or subsequently enacted. 8. INDEPENDENT CONTRACTORS Apix shall operate hereunder as an independent contractor and not as an officer, partner, agent, servant, or employee of City. Apix shall have the exclusive right to control the details of the work and services performed hereunder, and all persons performing same, and shall be solely liable for Apix's acts or omissions, and the acts or omissions of Apix's employees, servants, and agents. The doctrine of Respondeat Superior shall not apply as between the parties, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Apix. 9. TERMINATION A. This Agreement may be terminated by either party upon thirty (30) days written notice delivered in person or by certified mail to the non-terminating party. If the City terminates this Agreement without cause prior to the term expiring then City shall pay Apix $833.33 per sign. B. In the event Apix fails to comply with any of the terms and conditions of this Agreement, after notice and a reasonable opportunity to cure as determined by the City, City shall have the right to terminate this Agreement upon thirty (30) days written notice delivered in person or by certified mail to the non-terminating party. 10. AMENDMENT This Agreement may be amended by mutual consent in writing only, in a form executed by each of the parties. Il. VENUE AND APPLICABLE LAW Should any action, whether real or asserted, at law or in equity, arise out of or under this Contract, venue for said action shall be in Tarrant County, Texas and shall be governed by the law of the State of Texas. The City's execution of and performance under this Agreement shall not act as a waiver of any immunity of the City to suit or liability under applicable law. � 'lw ECA CRL02.06.060 r+ Apix Agreement QQ� �a. ��✓�1 6�� Y�L'0 12. RIGHT TO AUDIT Apix agrees that the City shall, until the expiration of three (3) years after termination under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the Apix involving transactions relating to this Agreement. Apix agrees that the City shall have access during normal working hours to all necessary records and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Apix reasonable advance notice of intended audits. 13. NO THIRD PARTY RIGHTS The provisions and conditions of this Agreement are solely for the benefit of the City and Apix, and any lawful assign or successor of Apix, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 14. NON-WAIVER The failure of City to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely upon any such term or right on any future occasion. 15. SEVERABILITY In case any one or more of the provisions contained in this Agreement shall, for any reason, be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and such Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 16. ENTIRETY This written instrument constitutes the entire Agreement by the parties hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous oral or written agreements which purport to vary from the terms hereof shall be void. In witness thereof, ie hereto have executed this Agreement on the day o , 2006, in Fort Worth, Tarrant County, Texas. CRL02.06.060 s I� Apix Agreement CITY F FORT WORTH APIX AMERICA, LLC Y: r/'frCEn/T Assistant City Manager APPROVED AS TO FORM: WITNESS: Assistad City Attorney By: ATTEST: Marry Hendrix City Secretary NO M&C REQUIRED CRL02.06.06v3 Apix Agreement