HomeMy WebLinkAboutContract 38673SON RACT NO lob
Master Plan Sign Agreement
THIS MASTER PLAN SIGN AGREEMENT (the "Agreement") is made and
entered into this 29th day of May , 2009, by and between
THE CITY OF FORT WORTH, a home rule municipal corporation situated in TaiTant,
Denton, Parker, 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 TRINITY RIVER VISION AUTHORITY , located
at 307 West Seventh Street, Suite 100, Fort Worth Texas, 76102 (hereinafter referred to
as "TRVA") 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; and
WHEREAS, the City wishes to offer, at the discretion and approval of the Parks
and Community Services Department, TRVA the opportunity to advertise the Gateway
Park Master Plan (the "Master Plan") by the use of signage at Gateway Park (the "Park");
and
WHEREAS, in order to accomplish the aforesaid objective, it is advisable to
enter into an agreement to set out the criteria to be adhered to between the TRVA 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. Subject to the limitations and terms of this Agreement, the City hereby grants the
TRVA the right to place in the Park, at a location designated on Attachment A, a sign
depicting a landscape architect's rendering of the Master Plan (the "Sign"). The Sign
3' x 16' wide sign will be mounted on galvanized steel pipe 3'4' above finished
grade on a 6' x 20' concrete maintenance pad and foundation as depicted on
Attachment A.
2. Subject to the limitations and terms of this Agreement, the City further grants the
TRVA the right to place in the Park, at a location designated on Attachment A, five
(5) kiosks depicting features and activities that are included in the Master Plan
constructed of three (3) sheets of 3' x 3' plywood mounted on galvanized steel pipe
3'-0" above existing grade As depicted on Attachment A, each kiosk will be mounted
on a 7' circular concrete pad and foundation. The City further grants the TRVA the
right. ta-ptace-.i t11e -Park, at a location designated on Attachment A, a 6%0" wide
deco ae t eandering around the signs for public access for viewing.
FS Wom, T
Gateway 11aster Plan Sign_Agreement _j Page Iof'5
3. The above mentioned dimensions are subject to final engineering. TRVf1 will
provide the City with changes to these plans if appreciable.
4. The primary term of this Agreement shall be for five (5) years, commencing on the
I St day of June, 2009 and ending on the _15r day of June, 2014. The
Agreement may be renewed annually under the same conditions and terms by written
mutual agreement signed by both parties.
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 TRVA 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 or defaced by graffiti, the City of Fort Worth will provide oral notification
to TRVA. If the signs become damaged in any manner other than gtafftti, the City of
Fort Worth will provide written notification to TRVA. Except for instances of graffiti
as detailed below, TRVA must remove the sign(s) within 5 days of receipt of written
notification for repair or replacement. If removal and repair/replacement are not
made within a 10-day time period, the sign(s) will be removed and disposed of by the
City of Fort Worth Parks and Community Services Department. In the case of
graffiti, the City will request that the sign is removed for repair or replacement within
48 hours. If the graffiti includes foul/hate language or any graffiti police deem a
threat to the community, the sign must be repaired or removed for repair or
replacement within 24 hours in accordance with City policy.
6. The City of Fort Worth Parks and Community Services Department Director or his
designee shall have final approval of all materials and reserves the right to accept or
reject, at Ills sole discretion, any sign or kiosk.
7. TRVA warrants that property protected by copyright will not be reproduced or used
unless written permission from copyright or trademark holder is obtained. TRVA
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. TRVA agrees to assume ft►ll responsibility for complying
with the Federal Copyright Law of 1978 (17 U.S.C. 101, et seq.) and any Regulations
issued thereunderincluding, but not limited to, the assumption of any and all
responsibilities for paying royalties which are due to the copyright owner or
representative or said copyright owner for the use of copyrighted works in TRVA's
exhibitions. 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 TRVA orits agents orlicensees without the appropriate licenses or
permission being secured by TRVA in advance. IT IS FUTHER AGREED THAT TRVA
SHALL DEFENDS INDEDINIFY, AND HOLD CITY HARMLESS FOR ANY CLAIMIS ARISING
FROM NONPAYMENT TO LICENSING AGENCIES OR DAA•rAGES ARISING OUT OF
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TRVA'S INFRINGEMENT OR VIOLATION OF THE COPVRIGHT LAW AND/OR
REGULATIONS. City expressly assumes no obligation to review oi• obtain appropriate
licensing and all such licensing shall be the exclusive obligation of TRVA.
8. The doctrine of respondeat superior shall not apply as beriveen TRVA and City.
Nothing contained in this Agreement shall be construed as the creation of a
partnership or joint enterprise between City and TRVA, nor shall TRVA be
considered to be an agent, representative or employee of the City. TRVA shall have
the exclusive control of and the right to control its employees and the details of its
operation in the Park and shall be solely responsible for the acts and omissions of its
officers, agents, employees, contractors and subcontractors.
9. 1t 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,
Oil 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, 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.
1 D. TRVA 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 (i) TRVA'S BREACH OF ANY OF THE
TERMS OR PROVISIONS OF THIS AGREEMENT OR (fi) ANY NEGLIGENT
ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF TRVA, ITS
OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER
THAN THE CIT19 OR SUBCONTRACTORS, RELATED 710 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, ITS OFFICERS, AGENTS, EMPLOYEES, OR
SEPARATE CONTRACTORS, IN THE EVENT OF JOINT AND
CONCURRENT NEGLIGENCE OF BOTH TRVA AND CITY,
RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY
INACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING
HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S
Cate��ay 19aster Plan Sign Agreement
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COVER1Vti'IENTAL IlY1NIUNITY AS FURTHER PROVIDED UNDER TEXAS
LA W.
1 1. Either party may terminate this Agreement, with or without cause, upon thirty (30)
days' written notice to the other party. Said termination notice 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.
Upon termination, the parties shall be released from all obligations contained in this
Agreement except for the Indemnification section in Item #9 above.
12. The City may, in its sole discretion, terminate this Agreement immediately should the
City of Fort Worth Parks and Community Services Department Director determine in
lus or her sole discretion that another beneficial use for the Park exists.
i 3. With the exception of notifications related to graffiti, 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 ill) 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.
TRINITY RIVER VISION AU'I'f IORITY
307 West Seventh St. Suite 100
Fort Worth, Texas 76102
CfTY OF FORT WORTH
Attn: Richard Zavaa, Director PACSD
4200 South Freeway, Suite 2200
Fort Worth, Texas 76115
13. Each of the provisions included in this Agreement is separate, distinct and
severable from the other and remaining provisions of this Agreement. 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.
l4. The parties hereto may not assign any rights or delegate any duties under the
Agreement without the written consent of the other party.
I5. This instrument (together with all exhibits) constitutes the entire understanding
between the parties with respect to placing of Master Plan signage in the Park. There ace
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rro representations, warranties, covenants, or agreements between the parties other than
those set forth or provided for herein. 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. Ventre 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. This
Contract shall be governed by and construed in accordance with the laws of the State of
Texas.
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. Thus 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 4+L�. dayPMOO
of , 2009.
ATTEST: CITY OF FORT WORTH
as to #'orin and
By:
Denis M
No M&C Required
City Attorney
Gate�eay A -taster Plan Sign Agreement
By:
and Community Services
TRINITY RIVER VISION AUTHORITY
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CO