HomeMy WebLinkAboutContract 36791 Cry sr-
CONTRACT No.
AGREEMENT
FOR SERVICES KIOSK SIGN CONSTRUCTION, INSTALLATION AND
MANAGEMENT BETWEEN THE CITY OF FORT WORTH
AND BAKER-CLEARVIEW OPERATING, LLC
This Kiosk Sign Construction, Installation and Management Agreement ("Agreement") is
hereby made and entered into by and between the City of Fort Worth ("City"), a home
rule municipal corporation organized under the laws of the State of Texas and acting by
and through Fernando Costa, its duly authorized Assistant City Manager, and Baker-
Clearview Operating, LLC, a Texas limited liability company ("Company"), acting by
and through George Faris, Manager.
RECITALS
WHEREAS, on November 6, 2007 the City Council of the City of Fort Worth adopted
Ordinance No. 17872 which revised the sign regulations contained in the City of Fort
Worth Zoning Ordinance; and
WHEREAS, Section 6.414 of the City of Fort Worth Zoning Ordinance allows the City
to install Kiosk Signs within rights-of-way; and
WHEREAS, the City desires to initiate a Kiosk Sign Program to provide a uniform,
coordinated method of providing directional signage to homebuyers looking for
subdivisions, developments and homebuilders within the City while minimizing negative
impacts to the City and its residents; and
WHEREAS, in accordance with Section 6.414 of the Zoning Ordinance of the City of
Fort Worth the City seeks to contract for the construction, installation and maintenance of
the Kiosk Signs and sign panels; and
WHEREAS, Company desires to install Kiosk Signs as described more fully in this
Agreement; and
WHEREAS, Company desires to maintain the Kiosk Signs after their installation and to
license space on the Kiosk Signs to developers and homebuilders and to bill and collect
fees from the developers and homebuilders for itself and for the City; and,
WHEREAS, Company submitted a proposal which best meets the City's needs.
NOW, THEREFORE in consideration of these recitals and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as
follows:
AGREEMENT
1. Recitals. CC TY S��ff ARY
The Recitals above are hereby incorporated into this Agreement by refere cIj I4� Y,�VOI`��N 9 TEXT
9 Ya ']i;�i'El a
1
03-1 I-0 8 P 12: 05 IN
2. Contract Documents.
The Contract Documents, which set forth the entire Agreement of the Parties, are
named below. In the event of a conflict between the terms of two or more documents,
they shall take priority in the order set forth below:
A. All applicable laws and regulations of the City of Fort Worth and the State
of Texas.
B. This Agreement.
Each party shall comply with all of the terms, conditions and specifications contained
in the Contract Documents.
3. Scope of Work.
Company shall perform the work set forth in the Contract Documents. In general,
this work shall consist of the following:
A. Construct, install, maintain and repair approved Kiosk Signs and sign
panels at no cost to the City;
B. Contract with developers and homebuilders for the placement of sign
panels in a fair and equitable manner under the guidelines of the City;
C. Assist City in determining appropriate locations for Kiosk Signs;
D. Attend meetings as necessary with City staff and developers to coordinate
the implementation of the Kiosk Sign program; and
E. Collect all sign panel rental fees and remit a portion thereof to the City in
the form of a quarterly administrative fee.
4. Definition. Purpose of Kiosk Sign Program and Specifications of Kiosk Sims.
A. Definition. For the purposes of this Agreement, a Kiosk Sign is a free-
standing structure located in City rights-of-way that features the City of
Fort Worth Identification Panel at the top of each structure and displays
directional information to new homes, developments, and municipal
facilities or parks.
B. Purpose of Kiosk Signs. The purpose of Kiosk Signs is to provide
directional signage for homebuyers locate subdivisions, housing
developments, homebuilders, public facilities and community events
within the City while discouraging the placem ;1iaigllt ! end
hazardous oft-site directional signs. � �z'�f,�U" J,
���1 ;�?� 11P`?1'T
C. Specifications of Kiosk Signs and Sign Panels. Company agrees to
manufacture and install Kiosk Sign structures and sign panels in
accordance with the specifications set forth in Appendix "A" attached
hereto and the following:
(1) Primary Kiosk Sign Structures shall not exceed twelve (12) feet
above average grade. Community Kiosk Sign Structures shall not
exceed eight (8) feet above average grade. Neighborhood Kiosk
Sign Structures shall not exceed six (6) feet above average grade.
Sign Structures shall be constructed in accordance with the
specifications set forth in Appendix "A" attached hereto.
(2) Signs shall be constructed of materials set forth in Appendix "A"
attached hereto.
(3) Kiosk sign installations shall include break-away design features as
depicted in Texas Department of Transportation's Sign Mounting
Details for Roadside Signs. Break-away fittings must be installed
below the grade or concealed from public view in a manner
approved by the City.
(4) The name and official logo of the City shall be prominently
displayed on both sides of the Identification Panel at the top of a
Kiosk Sign. The Identification Panel and Support Poles must be 288
blue ink. The words "Fort Worth" must be printed in white with the
background panel in Pantone Matching System (PMS) 288 blue ink
in Cheltenham font. The steer bead must be printed in white with
reflective material. Printers must use these colors. If Company is
unable to use the PMS system, Company must match the PMS colors
as closely as possible and receive approval prior to printing.
A one-color printing of the logo is permitted on single-color
publications. If material is printed in two or three colors that are
not the specified logo colors, the logo must appear in a single
color, preferably black.
Size: Company shall not redraw, typeset or otherwise
electronically alter the logo in any way. Enlarging or reducing
the logo size must be done proportionately.
If Company wishes to modify or change the artwork in any manner,
Company must contact the City in writing to obtain written consent
before modifying or changing any artwork and/or promotional
materials.
3 'v�u v1 LAI �
'E 7 :5CJt JVy �
(5) The color of all Kiosk Sign structures and sign panels shall be
determined by the City. Both structures and sign panels shall be of a
uniform design. Sign panels shall contain only the name of a public
facility, the name of a subdivision, neighborhood, builder or
developer, and an appropriate directional arrow. Directional arrows
will be of a uniform size; a line of text at the bottom of the sign
panel with directional information is permissible if circumstances
warrant it. Advertisement or price information is prohibited.
(6) The Company shall submit final design plans and a prototype Kiosk
Sign to the City for approval prior to manufacturing or installing any
sign.
(7) No additions, signs, pennants, flags, streamers, attention-getting
devices or other appurtenances shall be attached to any Kiosk Sign
or sign panel.
(8) At the City's request and direction, the Company shall remove and
relocate any Kiosk Signs within seven(7) days at no cost to the City.
(9) Company shall provide, at no cost to the City, the equivalent of up to
twenty percent (20%) of all permitted sign panels to the City for use
as directional signage to municipal facilities or parks. If no space for
such City sponsored/mandated sign panels is available on a Kiosk
Sign, a new sign shall be provided by the Company for the City's use
at any location designated by the City.
(10) Individual sign panels on the Primary and Community Kiosk Sign
Structures shall not exceed forty-two and one-half (42.5) inches in
horizontal length by ten (10) inches in height. Individual sign panels
on the Neighborhood Kiosk Sign Structures shall not exceed twenty
four and one-half(24.5) inches in horizontal length by twelve (12)
inches in height.
(11) Kiosk signs shall not be illuminated.
(12) Kiosk signs shall not interfere with the use of sidewalks, walkways,
bike and hiking trails; shall not obstruct the visibility of motorists,
pedestrians or traffic control signs; shall not be installed in the
immediate vicinity of street intersections; and shall comply with the
requirements of visibility triangles or other visibility casements.
(13) All Kiosk Sign structures shall be installed in a manner such,that the
structure and sign panels are level. ��
, �0r0
4 :�
(14) Sign panel installation and modification shall be subject to City's
approval.
(15) Company shall not install or maintain any Kiosk Signs or sign panels
within the City that are not in compliance with the terms of this
Agreement.
(16) Kiosk Sign locations shall be approved and designated by the City.
The City has sole discretion to determine the number and location of
the Kiosk Signs in the right-of-way. The Kiosk Signs shall serve to
direct homebuyers to each new housing community; provided,
however that Kiosk Sign structures shall be located at least one
hundred(100) feet apart from each other.
5. Price and Payment Schedule of the Kiosk Signs Administrative Fee.
Subject to the provisions in paragraph 7 below, the price and payment schedule for
Kiosk Signs Administrative Fee shall be as follows:
A. Company will install the Kiosk Signs and rotate City sponsored/mandated
panels at no cost to City.
B. Company may charge builders and developers a monthly rental fee of not
greater than fifty dollars ($50.00) per sign panel. Said fee may be
amended only by written consent of the City.
C. Out of the aforementioned rental fee, Company shall remit to City ten
dollars ($10) per month per sign panel as an administration fee for the
entire term of this Agreement. Said fees shall be remitted by the first day
of each quarter of the fiscal year, October 1, January 2, April 1, and July
1. Late fees shall accrue at an interest rate equivalent to the prime rate as
published by the Wall Street Journal at the date of delinquency if payment
is not made within ten(10) days of the dates mentioned above.
6. Term of Agreement and Termination of Agreement with Breach
A. Term. The term of this Agreement is five (5) years.
B. Automatic Option to Extend. This Agreement shall renew automatically
without the necessity of further action by City or Company for up to two
additional terms of five years each ("Extended Term") effective
immediately upon the Termination Date of the previous term, unless either
party provides the other with written notice at least 60 days prior to the
then applicable Termination Date, of its intent not to renew. Each
effective Extended Term will be upon the same terms and conditions as
provided in this Agreement. --
Notwithstanding the foregoing, however, this Agreement shall not renew
if there exists a default in the performance of any condition of this
Agreement by Company for which a notice of such default has been given.
In order to suspend the right of automatic renewal of this Agreement, any
notice of Default given to Company shall specify that this Agreement shall
not automatically renew until the default identified therein is substantially
cured and City has acknowledged such cure in writing.
C. Termination.
This Agreement may be not be terminated by either party except for
breach as provided for in this Agreement:
(1) Termination by City. If the Company shall breach and fail to remedy
said breach as provided for in this Agreement, the City may terminate
this contract.
(2) Termination by Company. If the Company terminates this Agreement
before the end of the primary term as set forth in Subsection A above,
Company agrees that the Kiosk Signs shall remain in place, the sign
panels and all receivables from the placement of the sign panels shall
become the property of the City. Further, Company agrees to transfer
promptly all information related to the numbers and placement of the
sign panels to the City, including, but not limited to, the original
contract documents, an accounting of all open accounts and all other
relevant documents. After the transfer of all information, this
Agreement shall be of no further effect.
D. Failure by the City to remove or abate any illegal signs in the right-of-way
shall not be deemed a breach of this agreement. Company is not
authorized to remove any illegal signs.
7. Placement of Sign Panels.
Prior to erecting any Kiosk Sign,the Company shall submit a sign location map to the
Director of Planning and Development and the Director of Transportation and Public
Works for approval. Upon approval of the proposed sign location map, the City
agrees to extend to the Company an exclusive right to manage the sign panels and
maintain the Kiosk Signs and sign panels on City right-of-way subject to the terms of
this Agreement.
A. Company agrees to lease sign panels to builders and developers.
Company further agrees to use Company's best efforts to contract all
available sign panels.
13. Company agrees to maintain all aspects of the sign panels, including
entering into lease agreement, billing, collecting fees and payment of all
applicable taxes and fees.
C. Company must furnish to the City a certified quarterly statement of Gross
Receipts on or before October 1, January 2, April 1, and July 1. Included
in such statement, Company shall include the number of sign panels leased
and the amount billed to the developers or builders for the City's
administrative fees.
The Company must keep accurate books of account of all gross receipts
collected. The books of account will be open for inspection, copying, or
audit by the City at all times.
All underlying documentation for Company's certified monthly
statements, including cash register tapes, purchase orders, invoices, sales
receipts and the like, must be preserved by the Company during the term
of the Agreement and shall likewise be available for inspection or copying
by the City at all times. City may terminate this Agreement for failure to
preserve such records or to provide them to the City upon request. City
may store copies of the records until such time as they may be disposed of
in accordance with the City's record retention policy.
D. Company agrees that in no event will City be liable for any payment or
other fees related to the placement of the sign panels.
E. Company agrees to include in all lease agreement for sign panels an
assignment clause which will assign Company's rights to payment to City
in the event Company elects to terminate this Agreement pursuant to
Paragraph 6.C(2) above.
F. City and Company agree that no sign panels other than those
manufactured and installed by Company shall be allowed on the Kiosk
Sign Structures.
G. Company agrees to install the first 50 Kiosk Sign structures at locations
approved by the City no later than 90 days from the execution of the
agreement.
8. Maintenance of Kiosk Signs:
A. Company agrees to maintain the Kiosk Signs and sign panels for the term
of this Agreement.
B. Company agrees to provide to the City a telephone number and a contact
person allowing the City to call requesting maintenance on the Kiosk
Signs or sign panels twenty-four(24)hours a day, seven (7) days a week.
•`����'�,�°.t� Tip"v'��1�j
C. Company agrees to maintain the ground within three (3) feet of a Kiosk
Sign including the removal of trash and debris.
D. Company agrees to replace damaged Kiosk Signs and sign panels as is
necessary or as requested by the City. Company shall, at its own cost,
maintain, repair, replace and repaint Kiosk Sign structures within ten (10)
days of the City's request for repair. Company further agrees to remove
for repair all sign panels within forty-eight (48) hours of notification of the
need of repair from the City.
E. Company agrees to maintain a regular maintenance schedule to check
each Kiosk Sign and sign panel for all necessary repairs and will complete
those repairs promptly.
F. At the City's request, Company agrees to place new or rotate existing City
sponsored/mandated panels on the 15th and last day of each month at no
charge to the City.
9. Indemnity.
COMPANY COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS
OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROM AND
AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR
DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY
AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED
PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT
AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED
HEREIN, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY
ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS OF CITY; AND
COMPANY HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY
OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES
FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR
DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY
AND ALL PERSONS, OF WHATSOEVER HINDS OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED
PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT
AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY
ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS. OF CITY.
COMPANY LIKEWISE COVENANTS AND AGREES TO AO S
HEREBY INDEMNIFY AND HOLD HARMLESS GI a, . A D
AGAINST ANY AND ALL INJURY, DAMAGE OR y3� lV F
8
PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL
ACTS OR OMISSIONS OF COMPANY, ITS OFFICERS, MEMBERS,
AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES, LICENSEES,
OR PROGRAM PARTICIPANTS, WHETHER OR NOT CAUSED, IN
WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR
SUBCONTRACTORS OF CITY.
COMPANY AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL
LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR
PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO
PERFORMANCE UNDER THIS AGREEMENT, EVEN IF THE INJURY,
DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR
CONCURRENT NEGLIGENCE.
COMPANY SHALL REQUIRE ALL OF ITS SUBCONTRACTORS TO
INCLUDE IN THEIR SUBCONTRACTS A RELEASE AND INDEMNITY IN
FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE.
This Section 10 shall survive the expiration or termination of this Agreement.
10. Insurance. Company shall maintain in full force and effect throughout the
entire term of this Agreement insurance with an insurance company
authorized to conduct business in Texas,with the following policy limits.
Commercial General Liability (CGL)
$1,000,000 each occurrence
$2,000,000 aggregate limit
Coverage shall include but not be limited to the following: premises/operations,
independent Companies, products/completed operations, personal/advertising
injury, and contractual liability. Insurance shall be provided on an occurrence
basis, and as comprehensive as the current Insurance Services Office (ISO)
policy.
Workers' Compensation
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease- each employee
$500,000 Disease -policy limit v
9
Workers' Compensation and Employers' Liability coverage with limits
consistent with statutory benefits outlined in the Texas Workers'
Compensation Act (Art. 8308— 1.01 et seq. Tex. Rev. Civ. Stat.) and
minimum policy limits for Employers' Liability.
Automobile Liability
$1,000,000 each accident on a combined single limit basis
Split limits are acceptable if limits are at least:
$250,000 Bodily Injury per person/
$500,000 Bodily Injury per accident/
$100,000 Property Damage
A commercial business policy shall provide.coverage on "Any Auto",
defined a autos owned,hired and non-owned.
MINIMUM INSURANCE POLICY REQUIREMENTS
• The Certificate of Insurance shall name the City of Fort Worth, its' Officers,
Employees and Volunteers as "Additional Insured". Exception... the additional
insured requirement does not apply to Workers' Compensation policies
• The Certificate of Insurance shall provide at least thirty days (30) notice of
cancellation or non-renewal.
• The signed Certificate of Insurance shall be an original document, completed in its
entirety, and show complete insurance carrier names as listed in the current A.M. Best
Property& Casualty Guide.
■ All policies must include a specific Waiver of Subrogation (Rights of Recovery)
against the City of Fort Worth
• The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. Except for workers' compensation, all insurers must have a minimum
rating of A: VII in the current A. M. Best Key Rating Guide or have reasonably
equivalent financial strength and solvency to the satisfaction of Risk Management. If
the rating is below that required, written approval of Risk Management is required.
• If insurance policies are not written for specified coverage limits, an Umbrella or
Excess Liability insurance for any differences is required. Excess Liability
follow form of the primary coverage. 'v`�
lko
10 ���d
S5III��I �Y�iii� (
• Unless otherwise stated, all required insurance shall be written on the "occurrence
basis". If coverage is underwritten on a claims-made basis, the retroactive date shall
be coincident with or prior to the date of the contractual agreement and the certificate
of insurance shall state that the coverage is claims-made and the retroactive date. The
insurance coverage shall be maintained for the duration of the contractual agreement
and for five (5) years following completion of the service provided under the
contractual agreement or for the warranty period, whichever is longer. An annual
certificate of insurance submitted to the City shall evidence such insurance coverage.
• Policies shall have no exclusions by endorsements which nullify the required lines of
coverage, nor decrease the limits of said coverage, unless such endorsements are
approved by the City. In the event a contract has been bid or executed and the
exclusions are determined to be unacceptable or the City desires additional insurance
coverage, and the City desires the Company/engineer to obtain such coverage, the
contract price shall be adjusted by the cost of the premium for such additional
coverage plus 10%
• Any self-Insured retention (SIR), in excess of $25,000.00, affecting required
insurance coverage shall be acceptable to and approved by the Risk Management
Division of the City of Fort Worth in regards to asset value and stockholders' equity.
In lieu of traditional insurance, alternative coverage maintained through insurance
pools or risk retention groups, must also be approved by Risk Management.
• Any deductible in excess of$5,000.00, for any policy that does not provide coverage
on a first-dollar basis, must be acceptable to and approved by the City's Risk
Management Division
• The City, at its sole discretion, reserves the right to review the insurance requirements
and to make reasonable adjustments to insurance coverage and their limits when
deemed necessary and prudent by the City based upon changes in statutory law, court
decision or the claims history of the industry as well as of the contracting party to the
City of Fort Worth. The City shall be required to provide prior notice of ninety
(days).
• The City shall be entitled, upon request and without expense, to receive copies of
policies and endorsements thereto and may make any reasonable requests for deletion
or revision or modifications of particular policy terms, conditions, limitations, or
exclusions except where policy provisions are established by law or regulations
binding upon either of party or the underwriter on any such policies.
11. Independent Company.
1 1 ��r '�� ✓`
It is expressly understood that Company is an independent Company and not a City
employee, and therefore is not entitled to any of the benefits normally accorded to
City employees. Company shall not hold itself out as a City Employee.
Company shall employ a sufficient number of employees to operate its business; all
such employees are under the sole control and employment of Company. Nothing
contained in this Agreement shall be deemed or construed to create the relationship of
principal and agent or of partnership or of joint venture, it being expressly understood
that the payment of funds by Company to City nor any other provision contained in
this Agreement nor any act or acts of the parties hereto shall be deemed to create the
relationship of principal and agent or of partnership or of joint venture.
12. Notice.
All notices, demands, requests or replies provided for or permitted by either party
must be in writing and may be delivered by any one of the following methods:
A. by personal delivery;
B. by deposit with the United States Postal Service;
C. by prepaid telegram; or
D. by deposit with an overnight express delivery service.
Notice deposited with the United States Postal Service in the manner described
above will be deemed effective two (2) business days after deposit with the United
States Postal Service.
Notice by telegram or overnight express delivery service will be deemed effective
one (1) business day after transmission to the telegraph company or overnight express
carrier. All such communications must only be made to the following:
CITY: COMPANY:
Planning & Development Department
Attn: Phyllis C. Johnson,
Contract Compliance Administrator
City of Fort Worth
1000 Throckmorton Street
Fort Worth, TX 76102
Change of address must be made by sending notice as set out above.
13. Assignment and Subcontracting.
Company may not delegate, assign or subcontract all or any part of the work except
the fabrication of the Kiosk Sign Structures and production of the sign panels, which
require equipment, materials and expertise which the Company cannot be reasonably
expected to possess, without the City's prior written consent.
liV�ll�
14. Copyright and Image Protection.
Company, its respective designees or assignees, shall not use any designated marks,
logo or copyrights of the City or sell, transfer, or give any original prints or
reproductions for circulation and/or publication for use by a third party. Nor shall it
use such logo in any manner that reflects unfavorably upon the good name, goodwill,
reputation, or image of the City. Company, its respective designees or assignees,
shall not use any designated marks or copyrights, in any manner that would cause
confusion in the public mind as to the permitted use for which Company has been
granted such rights. None of the designated marks or copyrights of the City shall be
incorporated into a common graphic or be associated with third party trade names or
marks, except as agreed upon by the City. Company, its respective designees or
assignees, may not use any of the designated marks or copyrights of the City or
authorize such use on any World Wide Web site or on any other on-line site, except
as specifically approved by the City.
15. Federal Copyr�i,ht Act.
Company 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,
including, but not limited to, the assumption of any and all responsibilities for
paying royalties which are due for the use of other third party copyrighted
works by Company. 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 use of copyrighted materials by Company without the
appropriate licenses or permission being secured by Company in advance. It
is further agreed that Company shall defend, indemnify and hold City
harmless for any claims arising from nonpayment to licensing agencies or
damaees arisine out of Company's infrineement or violation of the
Copyright Law and/or Regulations for use of other third party copyrighted
material. City expressly assumes no obligation to review or obtain
appropriate licensing and all such licensing shall be the exclusive obligation
of Company.
16. Content of Material Published.
The City assumes no responsibility or liability with respect to the content of any
material published by Company, its respective designees or assigns. Company, its
respective designees or assignees, shall be responsible for all such content, and
shall indemnify and hold the City harmless with respect to such content and use.
17. Governing Law.
This Agreement has been executed and delivered in the State of Texas. This
Agreement will be governed by, construed and enforced in accordance with the
laws of the State of Texas. The parties agree that the proper venue and
jurisdiction for any cause of action relating to the agreement will be in the state
courts located in Tarrant County, Texas or the United States District Cain^off, 9
Northern District of Texas, Fort Worth Division. 4.'. r= v 'd
18. Miscellaneous.
The Contract Documents represent the entire and integrated Agreement between
the City and the Company and supersedes all prior negotiations, representations of
Agreements, whether written or oral, except as where noted. The Contract
Documents may be modified only by a written document signed by both parties
and approved by the City Council.
19. Mutual Drafting. The City and the Company each has had opportunity to consult
legal advice regarding the drafting of this Agreement and the provisions of this
Agreement shall not be construed against or in favor of either party.
20. Default and Remedies.
If any Party fails to perform any of its obligations under the Contract Documents,
such failure shall constitute a default. The non-defaulting Party shall give the
defaulting Party written notice of the default and providing written proof of
delivery. The defaulting Party shall have ten days after the receipt of such notice
in which to cure the default. Failure to cure the default in a timely manner shall
constitute a breach of this Agreement. In the event of a breach, the non-breaching
party may terminate this Agreement and may obtain any remedy provided by law.
21. Waivers.
The failure of either party to complain of any act or omission on the part of the
other party, no matter how long the same may continue, will not be deemed a
waiver by said party of any of its rights hereunder. No waiver by either party at
any time, express or implied, of any breach of any provision of this Agreement
will be deemed a waiver of a breach of any other provision of this Agreement or a
consent to any subsequent breach of the same provision. If any action by the
Company requires the consent or approval of the City on one occasion, any
consent or approval given on said occasion will not be deemed a consent or
approval of the same or any other action at any other occasion.
22. Severability.
If any term or provision of this Agreement or the application hereof to any person
or circumstance is, to any extent, unenforceable, invalid or illegal under present or
future law, then the remainder of this Agreement, or the application of said term
or provision to persons or circumstances other than those as to which it is held
invalid, unenforceable or illegal, will not be affected thereby, and to the extent
that any term or provision is held unenforceable, invalid or illegal in its
application to persons or circumstances, a term or provision as similar in nature to
said invalid, unenforceable or illegal term or provision as may be possible and be
legal, valid and enforceable will be added to this Agreement automatically.
23. Captions.
The captions in this Agreement are for convenience only and are np;-jakp)4#
MAP
Agreement and do not in any way limit or amplify the terms and provisions of this
Agreement.
24. No Debts.
Company will incur no debts or obligations on the credit of the City of Fort
Worth, Texas.
25. Nondiscrimination.
Company will not discriminate or permit discrimination against any person or
groups of persons on the grounds of disability, sex, race, color, national origin or
in any manner prohibited by the laws of the United States or the State of Texas.
City hereby reserves the right to take whatever action as the United States
Government may direct to enforce this covenant.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the date first written below.
EXECUTED on this the day of �tfL , 2008.
CITY OF FORT WORTH Baker-Clearview Operating, LLC
By: By:
Fernando Costa, Acting kL 1141�-
Assistant City Manager �j
ATTEST: ATTEST:
Marty Hendrix
City Secretary Witness
APPROVED AS TO FORM AND LEGALITY
Melinda Ramos
Assistant City lAttorney
COntr ct huchoriiatox
�1.19 1 o
Date
15 fl, TEX,
Appendix A
(Kiosk Signs will be made of aluminum)
Pr
k
Neighborhood Kiosk— 6 feet height
4 feet width
°jrftopYt 1 feet height
4 feet width
or
-°� U
16 ��, �"''���;��, �����, 1 feet height
Community Kiosk— 8 feet height
4 feet width 4 feet width
�i ®►�V rt Worth, Texas
Mayor and CouncH un 'WaV®n
COUNCIL. ACTION: Approved on 2/19/2008
DATE: Tuesday, February 19, 2008
LOG NAME: 06KIOSK REFERENCE NO.: C-22679
SUBJECT:
Authorize the Execution of a Contract with Baker-Clearview Operating, LLC, to Construct, Install and
Manage Builder Kiosk Structures
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a contract with Baker-
Clearview Operating, LLC, to construct, install and manage builder kiosk structures.
DISCUSSION:
In November 2007, the City Council approved Ordinance No. 17572, which amended the sign regulations to
authorize the construction of kiosks for homebuilders and developers as part of effort to reduce the
proliferation of "bandit" signs used by homebuilders and developers to advertise their product. The new
kiosk sign regulations allow the City to enter into an agreement for services with a vendor to administer the
program. It is the responsibility of the vendor to construct, install, maintain and repair kiosk signs and
panels at its own cost and to lease sign panels to developers and builders. In addition, the vendor shall
remit a fee of $10 per leased panel per month to the City to offset the administrative costs of the program.
The City shall retain final authority of the location of these signs in the City's right-of-way.
In December 2007, staff advertised a Request for Proposal for kiosk signs. Proposals were received from
eight companies. The proposals were evaluated on the following criteria: the reputation of the proposer; the
experience of the proposer in kiosk sign management or a related field; whether the proposer maintained a
local office; the proposed monthly rental fee per panel and the proposed timetable for the installation of the
first 25 kiosk signs. A sign kiosk evaluation committee was created to review the proposals, presentations
and conduct site visits to kiosk signs in neighboring cities. After reviewing the proposals, the committee
recommends that the City Council contract with Baker-Clearview, LLC to administer the program.
RENEWAL OPTIONS - The contract shall have a five-year primary term, with two additional five-year
options to extend.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies the Planning and Development Department will be responsible for collecting
and depositing revenues under this agreement.
Logname: 06KIOSK Page I of 2
TO FundlAccount/Centers FROM Fund/Account/Centers
GG01 481306 0062000 20 000.00
Submitted for City Manager's Office b Fernando Costa {8476}
Originating Department Head: Susan Alanis (8180)
Additional Information Contact: Phyllis Johnson (7353)
Logname: 06KTOSK Page 2 of 2