HomeMy WebLinkAboutContract 34182Field Sponsorship Agreement
THIS AGREEMENT is made and entered into this 1ST day of September, 2006,
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 the Baylor All Saints Medical Center, having a
business office located at 1400 Eighth Avenue, Fort Worth, Texas 76104 (hereinafter
referred to as `Baylor All Saints Medical Center") acting by and through its duly
authorized representative.
WHEREAS, the City of Fort Worth owns, and through its Parks and Community
Services Department, operates certain buildings, gymnasiums, and parks;
WHEREAS, the City of Fort Worth 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 of Fort Worth 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, a gold level for $5,000 for the front of each
park entrance and a platinum level for $10,000 which is applicable to only Gateway and
Rolling Hills Parks;
WHEREAS, the Baylor All Saints Medical Center of Fort Worth has chosen the
bronze level and desires to place advertising at one Fort Worth 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 Baylor All
Saints Medical Center of Fort Worth and the City of Fort Worth;
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. Fort Worth hereby grants the Baylor All Saints Medical Center the nonexclusive
right to make available to the City one advertising sign for placement at Rolling Hills
Park. Said signs shall be placed at Rolling Hills Soccer Complex perimeter fencing for
the purpose of advertising and promoting Baylor All Saints Medical Center.
2. The primary term of this Agreement shall be for five (5) years, commencing on
the 1 st day September, 2006 and ending on the 31 s` day of August, 2011. The primary
term may be renewed by mutual agreement between Baylor All Saints Medical Center
and the City for two (2) successive one (1) year terms under the same conditions and
terms of this Agreement.
3. Baylor All Saints Medical Center shall pay to the City, as the annual sponsorship
fee, the amount of One Thousand ($1,000.00) Dollars per year for each sign, for a total
sponsorship fee of $5,000 for the term of this Agreement. Unless otherwise specified by
this Agreement, the first yearly payment of $1,000.00 shall be made on or before
execution of this Agreement and prior to the placement of the signs at Rolling Hills Park.
All remaining yearly payments must be made no later than the 301h day of the month this
Agreement is executed. Baylor All Saints Medical Center will have annual opportunity to
negotiate pricing in order to upgrade to a higher level of product advertisement.
4. Advertising signage 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. Sign (s) will be mounted by securing each corner of
the sign (s) with bolts and flat steel screws. The City of Fort Worth Parks and
Community Services Department will install all signs on outfield fencing.
5. The City of Fort Worth Parks and Community Services Department will not be
responsible for damage to the signs as a result of weather, graffiti, theft or vandalism. It
is the responsibility of the Baylor All Saints Medical Center 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 of Fort Worth will provide written
notification to Baylor All Saints Medical Center. Baylor All Saints Medical Center must
remove the sign(s) within 10 days of receipt of written notification for repair or
replacement on a date and at a time approved by the City. If removal and
repair/replacement are not made within the 30-day time period, the sign(s) will be
removed and disposed of by the City of Fort Worth Parks and Community Services
Department.
6. The City of Fort Worth Parks and Community Services Department shall have
final approval of all advertising materials and reserves the right to accept or reject, at its
sole discretion, any advertising.
7. Baylor All Saints Medical Center warrants that property protected by copyright
will be reproduced or used unless written permission from copyright or trademark holder
is obtained. Baylor All Saints Medical Center 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. Baylor All Saints Medical
Center 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 Baylor All Saints Medical Center exhibitions to
the copyright owner, or representative or said copyright owner. 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 condone the
reproduction, or other use of copyrighted materials by Baylor All Saints Medical Center
or its agents or licensees without the appropriate licenses or permission being secured by
Baylor All Saints Medical Center in advance. IT IS FUTHER AGREED THAT BAYLOR
All SAINTS MEDICAL CENTER SHALL DEFEND, INDEMNIFY AND HOLD CITY
HARMLESS FOR ANY CLAIMS ARISING FROM NONPAYMENT TO LICENSING AGENCIES OR
DAMAGES ARISING OUT OF BAYLOR ALL SAINTS MEDICAL CENTER
INFRINGEMENT OR VIOLATION OF THE COPYRIGHT LAW AND/OR REGULATIONS. City
expressly assumes no obligation to review or obtain appropriate licensing and all such
licensing shall be the exclusive obligation of Baylor All Saints Medical Center.
8. The doctrine of respondeat superior shall not apply as between Baylor All Saints
Medical Center and City and nothing contained in this Agreement shall be deemed to
constitute City and Baylor All Saints Medical Center as partners or joint venturers with
each other, nor shall Baylor All Saints Medical Center be considered to be an agent,
representative or employee of the City. Baylor All Saints Medical Center shall have the
exclusive control of and the right to control its employees and the details of its operation
on the Premises and shall be solely responsible for the 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. BAYLOR ALL SAINTS MEDICAL CENTER 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 (INCLUDING
ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING
LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT
MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (t) BAYLOR ALL
SAINTS MEDICAL CENTER BREACH OF ANY OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT OR (it) ANY NEGLIGENT ACT OR
OMISSION OR INTENTIONAL MISCONDUCT OF BAYLOR MEDICAL ALL
SAINTS CENTER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES,
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CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED
TO THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT,
EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH
SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE
NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES OR
SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND
CONCURRENT NEGLIGENCE OF EAGLE MOUNTAIN SOCCER ASSOCIATION
AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED
COMPARATIVELY IN ACCORDANCE WITH THE LAWS 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 placed in the United States Postal Service for delivery to the other party. Upon
termination, the parties shall be released from all obligations contained in this Agreement
except for the Indemnification section in Item # 12 above.
The City of Fort Worth may, in its sole discretion, terminate this Agreement immediately
should the City of Fort Worth Parks and Community Services Department Director
determines in his or her sole discretion that another beneficial use for the Premise exists.
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.
Baylor All Saints Medical Center
1400 Eighth Avenue
Fort Worth, Texas 76104
CITY OF FORT WORTH
Attn: Melody Mitchell, Acting Director PACSD
4200 South Freeway Suite 2200
Fort Worth, Texas 76115
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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.
15. This Agreement, together with any exhibits, constitute 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.
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EXECUTED on this the ao
ATTEST: CITY OF FORT WORTH
Ci6 Secretary
Approved as to form and legality:
David Yett, City Attorney
Assistant Ci Attorney
INO M&C: RPQUIRED
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Watson, Assistant City Manager
Steven R. Newton, President
Baylor All Saints Medical Center