HomeMy WebLinkAboutContract 28177i: � , �,� � i.
��N � �� � ��g���1�
-��
ARENA CONCOURSE SPONSORSHIP AGREEMENT
BETWEEN THE
CITY 4F FORT WORTH
AND
TXU ENERGY RETAIL COMPANY LP
Tlus Agreement is made and entered into this the 28�' day of Octoher, 2002, by and
between the CITY OF FORT W�RTH, a bome rule municipal corporation of the State af Texas,
located within Tarrant, Denton and Wise Coun�ies, Texas (hereinafter referred to as the "City"}
and 'TXU ENERGY RETAIL COMPANY LP, a Texas limited pat�tnership providing electric and
natural gas services, enexgy delivery, merchant trading, energy marketing, telecommunicatinns,
and ather enexgy-rela#ed services (hereinafter referred to as "TXU"), both parties acting herein
by and through their duly authoriz�;d representatives.
WHEREAS, th� City of Fort Worth currently owns anc�. o�erates the Fort Worth
Convention Center {th� "Conventian Center") Iocafed ai 1111 Houston S�reet, Fort Woz�h, Texas;
WHEREAS, TXiJ desites to display advertising in the Concourse of thc Convention
C�nter Arena (the "Arena Concaurse"};
WHEREAS, the City has agreed to lease to TXU certain advertising space in i.he Arena
Concourse;
NOW THEREFORE, in consideration of the mutual covenants herein expressed, the
parti�s agree as £ollows:
AGREEMENT
1. A��Na CoNcouRSE S�oNsoRsa�P.
Subject to the terms and conditions herein, TXLT shall have the right to display bat�ners
and other forms of advertising {collectively, `°Advertising Material°°) in the Arena Caneourse iz�
Iocatians specified by the City.
All Advertising Material wi11 be installed and displayed in the Arena Coneourse.
Banners and any other farms of advertising shall be prafessionally affixed to the brick wa11
panels located iri the Arena Concourse. A11 costs assaciated with the production, installation,
removal and maintenance of the Advertising Material shall be ihe responsibility of TXU. The
City shail grant TXU reasonable aecess to the Conveniion Center ta install, inspect and rnaintai�
the Advertising Material. TXU sha11 coordinate access to the Convention Cer�ter with the City's
Direc�or of Public E�ents or its designee.
The City shall have final approval of the exact location where tbe Advertising Material
will be placed; provided, however, Adv�rtising Materials will be visible 365 daVs per year with
' _ ���
� ��1{�' p
�;
1
� . ��
the bottom of each sign �o lower than $ feet above the flaor. Additionally, the City shall have
�'inal approval as to the quantity, size and number of Advertising Materials; �rovided, however,
TXU shall have the right to place, rnaintain and irom time to tune replace, during the term of this
Agreen�ent, six (6) bannc�rs in the Northwes� �oncourse and six (6) banners in the Northeast
Concourse (colleetively, the "Leased Fanels") on. every other brick panel of each cancourse, the
size shall conform to the space within the brick panels, rvith xhe bottam o� the banner placed a
minunum of eight feet above the floor of the concourse. TXU shall submit a11 banners and other
forms of advertising io the City for appro�al, not to be unreasonably withheld, by the Director of
Public Events or his designee prior to installation.
The City reserves the right to req�xest ihat TXU r�move any Advertising Material that is
in a state of disrepair. The City further ras�es th� righ� to rerr�ove said objectionable
Advertising Matexial if not removed by T'XU following receipt of written notice from Gity to
remove the same.
The City retains the right, in its sole discretian, to lea�e advertising space to other entities
and TXLT agreas and understands that this Agreement does nat provide TXLT with exclusive
advertising rights in the Arena Concourse or any other part of the Convention Centerc.
2. TExn�.
The term of this Agreement is for a period af two {2) years beginning on Augusi 1, 2002,
and �nding July 31, 2004. This Agreemen� may be extended by mutual agreement beiween the
City and TXU for up to five (5) consecutive additional terms of one (l) year eaeh, on the same
#ernas and conditions a� this Agreem�nt except as may be modified by mutual written agreement
bet�veen the parties.
3. SPONSORSHIP PAYMENT.
Far and in consideration of the payment by TXL7 to the City of the sum of on� hundred
tk�irly thousand dailars ($130,000.00) per year for two year� for a total of iwo hundred sixty
thousand dollars ($266,Op0.00), City hereby gr�nts in and to TXU an exclusive license far the
u�e of the Leased Panels %r the purpase of displaying Advertising Materials. TXU undersiands
and agrees that the exclusive license granted by the City to TXLT in this Agreement is for the use
of the Lease Pane�s only and does not include other advertising in the arena and arena concourse
a�d the City may allow advertisers in addition to TXLT to use the arena and ar�na concourse for
�C�V�1'�1S111g pU1�?05�5.
The parties agree that the consideration detailed in this Agreement fairly compensate� the
City for tl�e adve�rtising �pace granted to TX[J by the Cit�.
Fayment of the annual amaunt sha11 be d�te and payable to ihe office of the Directar of
Public Events an the date �his Agreement is executed by the City (the "Effective Da�e"). The
second payment shall be due on the first anniversary of the Effec�ive Date. AlI payments
k�ersunder sha11 be payable within thi.rty (30) days af the due dat�.
�,u��
4. DESTRUCTION.
If the Convention Center and/or the Arena Concourse or any portion thereof sball be
destroyed or damaged by fire or o�her calamity so as to prevent the use of ihe A.rena Concou�rse
for the purposes and during the periads specified in this Agreement, or if the u,�e of the
Convention Center and/or the Arena Concourse shall be prevented by an act flf God, strike,
loc�out, material or labor restriction by any gavernmental authority, civil riot, flood, or any other
like cause beyond the control a� the City, then this cantract sk�all terminate and TXU hereby
vvaives any claim against the City far damages by reason of such termination; provided,
however, a11 fees paid by TXU to the City sha11 be repaid �o TXIJ on a pro-rata basis far any
unused days of advertising.
The determinatian of whether the Convention Center ancilor the Arena Concourse is unfit
for its accustomed uses shall be in tha sole discretion of the City.
5. TERMINATION.
The City may terminate this Agreement at any time and for any reason by providing TXLT
ninety {90) days advance written notice. TXU shall, within thirty (30) days time following the
effective date af tem�inatian, discontinue all use o� the Arena Concours� and remove a11
Advertising Material. In the event that the City terminates this Agreernent pursuant to this
Section 5, the parties shall have no further obligation under this Agreement, other than any
monies paid by TX[7 to the City shall be repaid to TXU on a pro-rata basi� for any unused days
of advertising.
6. ASSiGNnzE�rr.
Neither party hereto shall assign or transfer its interest he�'ein without prior written
consent of the other party and any attempted assignment or transfer of all or any parY thereof
wiil�out such prior written consent shall be void; provided, however, TXU may assign or transfer
this Agreement to a subsidiary ar an affiliat�.
7. INDEPENDENT CONTRACTOR.
TXLT shall operate hereu�der as an independent cantractor and nat as an officer, agent,
servant or employee of the City. TXLJ shall have the exclusive control of, and the exclusive right
to control the work designated to TXU to be perfonned hereunder, and all pe�rsons performing
the same, and shall be solely responsible for the acts and omissians of its afficers, members,
agents, servants, and employees. Neithcr �he City nor TXU shall be responsible under the
Doctrine af Respondeat Superior for the acts and omissions of its officers, members, agents,
servants, and emplayees. It is understood and agreed that �he City is not involved as a party to
any activi�ies that may be carried on by TXU pursuant io this A�eement; provided, however,
that na pravision o£ this Agreement shall operate or b� con�trued as a waiver by either party of
any immunity frorz�. liability which it has or cauld be asserted under the doctrine af governmental
immunity or any other immunity which it has under law. . . .. ---� �
.. �� .
,
,
S. NOTICES.
All natic�s required or permitted under this Ag:reement may be given to a party
personally or by mail, addressed to such party at t,�ie addr�ss stated below ar to such other
address as one party may from time ta time notify the other in wrifing. Any notace so given sha11
be deemed received when deposited in the Unitad Sta#es mail so addressed with postage pxepaid:
CrrY:
CTTY MANAGER, CITY OF FORT WORTH
1000 THItOCKMORTON STRE�T
FORT WORTH, TEXAS 761 D2
Y I►:11A
1601 Bx1aN S�ET
DALLAS TEXAS, 75201
Aitn: Michell� Traw
�. INDEMNIFICATION.
TXU CQVEN�NTS AND AGREES TO AND DOES HF,RESY INDEMIVIFY� HOLD HARMLESS
AND DEFEND, AT ITS OWN EXPENSE, CITY, ITS QFFICERS, SERVANTS AND EMPLOI'EES, FROM
AND AGAINST A1VY AND ALL CLAIMS C1R SUITS FOR PROPERTY LOSS OR DAMAGE AND/O�t
PERSONa1L 1NJURY� INCLUDING DEATH� TO 1LNi� AND ALL PER50N5, OF WHATSDEVER 'KIND OR
CI3ARACTER� WHETH�R REAL OR ASSERTED� ARjSING OUT OF THESE AGREEIVIENT TD BE
PERFQRMED HEREUNDER BY TXCT� ITS OFFICERS� AGENTS� EMPLOYEES� SIJBCON'FRACTOR57
LICENSEES OR INVITEES. TXU LIKEWLSE COVENANTS AND AGREES TO� AND DOE5 I3EREBY�
�ND�MNI�'Y AND HOLD uARMI,�SS C�TY FROM AND AGAINST ANY AND ALL INJ[7RIE5, DAMAGE,
LOSS OR DESTRUCTION TO PROPERTY OF TXU DURING TI3E P�RF'CIRMANCE OF ANY OF THE
TERMS A1VD CONDITIONS OF THIS AGREEMENT.
14. P��s SouNn.
This Agreezraent shall be binding upon the successars and assigns of both parties in like
xz�antiex as upon the original parties.
11. APPLICABLE LAW.
This Agreement is entered into subject to the pro�isians of all applicable federal, state
and local laws or ardinances and the requirements of any and a11 governmental regulatory
agencies having jurisdiction over the subject rnatter and �enue shall be in Fort Worth, Tarrant
County, Texas or the Fedearal court of the Northern District of Texas.
12. SEVERABTLITY O�' PROVISIONS.
If any of the Provisions contained in this Agreement shail b� ���d� -for an� -r�a.sor�; to b�
invalid, illegal, a� unenforceable in any respect, suc1� invalidity, illegality, or unenforeeability,
shall be construed a� if' such invalid, illegal, or unenforceable provision ha.d never been contained
herein.
13. SOLE AGREEMENT.
This Agreernent constitutes the sole and anly agreemant of the paxties hereto and
supersedes any prior understanding ar wriiten or aral agreements between the parties respecti�g
the subject matter.
14. An�Elvnlv�NT.
This Agreemen.t cannot be modified or atnended without the written consent of all fihe
parties hereto and attached and made a part of this Agreement.
EXECUTED tlus fhe 28�' da.y of Octob�r, 24Q2.
C�TY OF FORT WORTH
r
By: �
Jae Pan�a�u�
TXU ENERGY RETAIL COMPAI�TY LP
By: TXLT �nergy Retail Management
Company LLC, ifs general parhler
/ ,
�
By: p � �
Name: � eiser
ager � authori.yed agent
Date: 1�,�� �}�j �'
���L u�
ATTT��T: _
',
� 1 f�
. a �-.:.. �' �-�r 2��-`
� Cl� S�C�'� ��
APPROVED AND ACKNOWLEDGED
David Yett, City Attorney
By��Lt- f ��Guxc�+
Name: ►4-� � � � ���
Title:��-�✓r ' G�jY,�W ��
� l� �'�—�- _ , �
contra�t Rutho�i������
, ,r
Da�e