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HomeMy WebLinkAboutContract 61916CSC No. 61916 AGREEMENT FOR GOLF COURSE SCORECARDS AND YARDAGE GUIDES This AGREEMENT FOR GOLF COURSE SCORECARDS AND YARDAGE GUIDES ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized representative, and TRANSPORTATION MEDIA, INC. D/B/A BENCHCRAFTCOMPANY ("Contractor"), an Oregon corporation, acting by and through its duly authorized representative. The City and Contractor may be referred to herein individually as a ("Parry") and collectively as the ("Parties"). WHEREAS, since 2015 the City and Contractor have entered into a series of agreements (the same being Fort Worth City Secretary Contract ("CSC") Nos. 47075, 47075-A1, 47075-R1, and 47075-R2) for golf course scorecards and yardage guides; WHEREAS, this agreement does not require any expenditure of City funds; WHEREAS, CSC 47075-R2 will expire on December 31, 2024, with no renewals remaining; and WHEREAS, the Parties desire to enter into a new agreement under substantially the same terms and conditions; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties do mutually covenant and agree as follows: 1. SCOPE OF SERVICES Contractor hereby agrees to provide the City with scorecards ("Scorecards") and yardage guides ("Yardage Guides") for the City's Golf Courses, as further described in Exhibit A ("Statement of Work"), attached hereto and incorporated herein for reference. 2. TERM 2.1 This Agreement shall be effective beginning on January 1, 2025, and expire on December 31, 2027 ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement. 2.2 The City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions for up to two (2) additional three-year terms (each a "Renewal Term"). If the City desires to exercise any of the Renewal Terms, then the City must provide the Contractor with written notice of its intent to renew this Agreement at least one (1) year prior to the end of the term then in effect. 3. COMPENSATION TO CITY 3.1. The Contractor shall annually pay the City Four Thousand Dollars and Zero Cents ($4,000.00) in one installment due and payable to the City on or before September 1st of each year for the duration of the contract, inclusive of any renewals. OFFICIAL RECORD page 1 of 19 Agreement for Golf Course Scorecards and Yardage Guides CITY SECRETARY FT. WORTH, TX Transportation Media, Inc. DB/A Bench Craft Company 3.2 The Contractor shall deliver all payments to the offices of the City's Park & Recreation Department at 100 Fort Worth Trail (formerly Energy Way), Fort Worth, Texas 76102. 3.3 Notwithstanding Section 4.2, under no circumstances will any City funds be appropriated or expended under this Agreement. 4. TERMINATION 4.1. Convenience. The City may terminate this Agreement at any time and for any reason by providing the Contractor with at least one (1) year written notice of termination. In the event that the City terminates this Agreement for convenience prior to the expiration date, the Contractor's obligations hereunder shall cease upon the date set forth in the notice of termination; however, the City shall be entitled to retain all Scorecards and Yardage Guides in its possession on the date of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City Council in any fiscal period for any payments due hereunder, City will notify the Contractor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Termination for Cause. 4.3.1 Events of Default. The following events shall be deemed events of default ("Events of Default") by Contractor under this Agreement: (a) Contractor fails to pay any installment of the compensation when due or any other payment to the City as required in this Agreement. (b) Contractor fails to comply with the terms and conditions set forth in Section 1 and/or Exhibit A of this Agreement. (c) Contract fails to comply with the terms and conditions set forth in Section 28 of this Agreement. (d) Contractor fails to comply with any other term, provision, or covenant of this Agreement not covered by 4.3.1(a), (b), and (c) above. 4.3.2 The City shall have the right terminate this Agreement upon the occurrence of any of the Events of Default set forth in Sections 4.3.1 with written notice of the claimed default if the Contractor does not cure the default with thirty (30) calendar days after the date the City send such notice of default. The cure deadline set forth above may be extended by mutual written agreement of the parties. If the Contractor fails to come into compliance with this Agreement within the time prescribed above, City shall notify the Contractor, in writing, and this Agreement shall be terminated as of the date of such notification. In the event that the City terminates this Agreement for cause prior to the expiration date of the Initial Term or any Renewal Term, all remaining payments due to the City under the term of the Agreement then in effect shall be accelerated and be due and payable within thirty Page 2 of 19 Agreement for Golf Course Scorecards and Yardage Guides Transportation Media, Inc. DB/A Bench Craft Company (30) calendar days after the termination of the Agreement, and the City shall be entitled to retain all Scorecards and Yardage Guides in its possession at the time of termination. Termination of this Agreement under this provision shall not relieve the Contractor of any damages resulting from a breach or a violation of the terms of this Agreement. 4.4 Notwithstanding anything to the contrary, upon the expiration or termination of this Agreement for any reason, the Contractor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement, including, but not limited to, all Scorecards and Yardage Guides. Furthermore, upon receipt of the notice of termination set forth in Sections 4.1 or 4.2, the Contractor shall immediately discontinue all services and work and the placing of all orders or the entering into of contracts for all supplies, assistance, advertisements, facilities, and materials in connection with the performance of this Agreement and shall proceed to cancel promptly all existing contracts insofar as they are related to this Agreement. In the event the Contractor has received access to City information or data as a requirement to perform services hereunder, the Contractor shall return all City provided information and data to the City in a machine-readable format or other format deemed acceptable to the City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION 5.1 Disclosure of Conflicts. The Contractor hereby warrants to the City that the Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to the Contractor's services under this Agreement. In the event that any conflicts of interest arise after the effective date of this Agreement, the Contractor hereby agrees to immediately make full disclosure to the City in writing. 5.2 Confidential Information. The Contractor, for itself and its officers, agents, and employees, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third -party without the prior written approval of the City. 5.3 Unauthorized Access. The Contractor shall store and maintain any City information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt any City information in any way. The Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, the Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. RIGHT TO AUDIT 6.1 Contractor agrees that City will, until the expiration of three (3) years after final payment by Contractor of any amounts due under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers, and records, including, but not limited to, all electronic records, of Contractor involving transactions relating to this Agreement at no additional cost to City. Contractor agrees that City will have access during normal working hours Page 3 of 19 Agreement for Golf Course Scorecards and Yardage Guides Transportation Media, Inc. DB/A Bench Craft Company to all necessary Contractor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Contractor reasonable advance notice of intended audits. 6.2 The Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers, and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR It is expressly understood and agreed that Contractor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement and not as agent, representative, or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor will have the exclusive right to control the details of its operations and activities and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, and subcontractors. Contractor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants, and employees, and Contractor, its officers, agents, employees, servants, contractors, and subcontractors. Contractor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that City will in no way be considered a co -employer or a joint employer of Contractor or any officers, agents, servants, employees, contractors, or subcontractors of Contractor. Neither Contractor nor any officers, agents, servants, employees, contractors, or subcontractors of Contractor will be entitled to any employment benefits from City. Contractor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself and any of its officers, agents, servants, employees, or contractors. 8. LIABILITY AND INDEMNIFICATION 8.1 LIABILITY - CONTRACTOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY, INCLUDING BUT NOT LIMITED TO DEATH, TO ANY AND ALL PERSONS, OF ANY HIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF Page 4 of 19 Agreement for Golf Course Scorecards and Yardage Guides Transportation Media, Inc. DB/A Bench Craft Company ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING BUT NOT LIMITED TO DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE, OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, REPRSENTATIVES, SERVANTS, EMPLOYEES, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - Contractor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trademark, trade secret, or similar property right arising from City's use of software or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle, or pay will not apply if City modifies or misuses the software and/or documentation. So long as Contractor bears the cost and expense of payment for claims or actions against City pursuant to this section, Contractor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlements, negotiations, or lawsuits as necessary to protect City's interests, and City agrees to cooperate with Contractor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Contractor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Contractor timely written notice of any such claim or action, along with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Contractor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained, or if as a result of a settlement or compromise such use is materially adversely restricted, Contractor will, at its own expense: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and documentation with equally suitable, compatible, and functionally -equivalent non -infringing software and documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Contractor, terminate this Agreement and refund all amounts paid to Contractor by City, subsequent to which termination City may seek any and all remedies available to City at law or in equity. Page 5of19 Agreement for Golf Course Scorecards and Yardage Guides Transportation Media, Inc. D/B/A Bench Craft Company 9. ASSIGNMENT AND SUBCONTRACTING 9.1 Assignment. Contractor will not assign or subcontract any of its duties, obligations, or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor will remain liable for all obligations of Contractor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Contractor referencing this Agreement, under which subcontractor agrees to be bound by the duties and obligations of Contractor under this Agreement as such duties and obligations may apply. Contractor must provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Contractor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Contractor or its employees, agents, or representatives in the course of providing services under this Agreement. "Any vehicle" will include any vehicle owned, hired, and non -owned. (c) Workers' Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability: $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): ❑ Applicable ® N/A $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Page 6 of 19 Agreement for Golf Course Scorecards and Yardage Guides Transportation Media, Inc. DB/A Bench Craft Company Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy or through a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be on a claims -made basis and maintained for the duration of the contractual agreement and for two (2) years following completion of services. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term "City" includes its employees, officers, officials, agents, and volunteers with respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. At least ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the City in accordance with the notice provision of this Agreement. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. 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. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Contractor has obtained all required insurance will be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES, AND REGULATIONS Contractor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state, and local laws, ordinances, rules, and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. If City notifies Contractor of any violation of such laws, ordinances, rules, or regulations, Contractor must immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT Contractor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein given, agrees that in the performance of Contractor's duties and obligations hereunder, it will not discriminate in the treatment or Page 7 of 19 Agreement for Golf Course Scorecards and Yardage Guides Transportation Media, Inc. DB/A Bench Craft Company employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13 NOTICES Notices required or permitted pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants, or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES To CONTRACTOR: Transportation Media Inc. DB/A Benchcraft Company Attn: Mike Cobb PO Box 6343 Portland, Oregon 97228 Neither City nor Contractor will, during the term of this Agreement and additionally for a period of one year after its termination or expiration, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the other Party. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation or advertisement of employment by either party. 15. GOVERNMENTAL POWERS It is understood and agreed that by execution of this Agreement City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER The failure of City or Contractor to insist upon the performance of any term or provision of this Agreement, or to exercise any right granted herein, does not constitute a waiver of City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Page 8 of 19 Agreement for Golf Course Scorecards and Yardage Guides Transportation Media, Inc. DB/A Bench Craft Company 17. GOVERNING LAW / VENUE This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or in the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. 19. FORCE MAJEURE City and Contractor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Events"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event and an explanation as to how it prevents or hinders the Party's performance as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. HEADINGS NOT CONTROLLING Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of contract construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A and B. Page 9 of 19 Agreement for Golf Course Scorecards and Yardage Guides Transportation Media, Inc. DB/A Bench Craft Company 22. AMENDMENTS / MODIFICATIONS / EXTENSIONS No amendment, modification, or extension of this Agreement will be binding upon a parry hereto unless set forth in a written instrument executed by authorized representatives of both parties. 23. COUNTERPARTS This Agreement may be executed in one or more counterparts and each counterpart will for all purposes be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. WARRANTY OF SERVICES Contractor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Contractor's option, Contractor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Contractor for the nonconforming services. 25. IMMIGRATION AND NATIONALITY ACT Contractor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Contractor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor must adhere to all federal and state laws and establish appropriate procedures and controls so that no services will be performed by any Contractor employee who is not legally eligible to perform such services. CONTRACTOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR OR CONTRACTOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Contractor, will have the right to immediately terminate this Agreement for violations of this provision by Contractor. 26. SIGNATURE AUTHORITY The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective parry and that such binding authority has been granted by proper order, resolution, ordinance, or other authorization of the entity. This Agreement and any amendment hereto may be executed by any authorized representative of Contractor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 27. CHANGE IN COMPANY NAME OR OWNERSHIP For the purpose of maintaining updated City records, Contractor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change. The president Page 10 of 19 Agreement for Golf Course Scorecards and Yardage Guides Transportation Media, Inc. DB/A Bench Craft Company or authorized official of Contractor must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation, such as an updated W-9, documents filed with the state indicating such change, a copy of the board of directors' resolution approving the action, or an executed merger or acquisition agreement. Failure to provide appropriate documentation may adversely impact future invoice payments. 28. NO BOYCOTT OF ISRAEL If Contractor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" have the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 29. PROHIBITION ON BOYCOTTING ENERGY COMPANIES If Contractor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Contractor acknowledges that, in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meanings ascribed to those terms in Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 30. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES If Contractor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Contractor acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity," and "firearm trade association" have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive Page 11 of 19 Agreement for Golf Course Scorecards and Yardage Guides Transportation Media, Inc. DB/A Bench Craft Company that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 31. OWNERSHIP OF WORK PRODUCT City shall be the sole and exclusive owner of all Scorecards and Yardage Guides and all items and information created, published, displayed, and produced in conjunction with the Scorecards and Yardage Guides provided under this Agreement ("Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret, and other rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of the City from the date of conception, creation, or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for - hire" within the meaning of the Copyright Act of 1976, as amended, the Contractor hereby expressly assigns to City all exclusive right, title, and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that the City may have or obtain, without further consideration or instrument of transfer, free from any claim, lien for balance due, or rights of retention thereto. Without waiving any of the rights granted in this section, the City agrees to use its best efforts to ensure that any reproductions of the graphics depicting the Golf Courses that may be produced by the City after the expiration or termination of this Agreement contain a credit to the Contractor in substantially the following form: "Images Courtesy of Bench Craft Company." Notwithstanding anything to the contrary, nothing contained herein shall be construed as requiring the City to seek any approvals from the Contractor for the use of the Work Product during or after the expiration or termination of this Agreement. 32. USE OF OFFICIAL CITY LOGO 32.1 The City hereby grants a limited, non-transferrable, and non-exclusive license to the Contractor for the use of the City's official logo, as shown in Exhibit B, to graphically depict or display such logo on the Scorecards and Yardage Guides pursuant to the terms and conditions contained in this Agreement and for no other purpose. The Contractor must first obtain the express written consent from the City for any additional uses of the City's logo. 32.2 The Contractor acknowledges that by virtue of this Agreement the Contractor acquires only the license to use the City logo and does not acquire any rights of ownership in the licensed artwork, which rights shall remain exclusively with the City. Furthermore, the Contractor agrees to use the City logo according to the following specifications: 32.2.1 Color: Consistently accurate color is achieved in print by using the Pantone® Matching System or PMS. The words "Fort Worth" must be printed in PMS 288 blue ink in Cheltenham font. The steer head must be printed in PMS 725 brown ink. Printers must use these colors. Contractors unable to use the PMS system must match the PMS colors as closely as possible and receive approval from City prior to printing. The City logo shall not be presented in orange or against an orange background. A one -color printing of the logo is permitted on single -color publications. If material is printed in two or three Page 12 of 19 Agreement for Golf Course Scorecards and Yardage Guides Transportation Media, Inc. DB/A Bench Craft Company colors that are not the specified logo colors, the logo must appear in a single color, preferably black. 32.2.2 Size: The Contractor shall not redraw, typeset, or otherwise electronically alter the logo in any way. Enlarging or reducing the logo size must be done proportionately. 32.2.3 Statement of Use: User shall include the following statement on all products or product information if not feasible on the product and at all times on products that are made with or on paper: "City of Fort Worth logo used with permission." 32.2.4 Logo: All uses of the logo shall be proximate to the words Fort Worth, and shall include the ® symbol to indicate that the official logo is protected by federal trademark laws. 32.2.5 If the Contractor wishes to modify or change the artwork in any manner, the Contractor must obtain the City's written consent prior to modifying or changing any artwork or promotional materials. 32.3 The Contractor and its respective designees or assignees shall not use any designated marks, logos, 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 the Contractor use such logo in any manner that reflects unfavorably upon the good name, goodwill, reputation, or image of the City. The Contractor and 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 the Contractor 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. The Contractor and 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. 33. ELECTRONIC SIGNATURES This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file, email, or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 34. ENTIRETY OF AGREEMENT This Agreement contains the entire understanding and agreement between City and Contractor, and the parties' respective assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) Page 13 of 19 Agreement for Golf Course Scorecards and Yardage Guides Transportation Media, Inc. DB/A Bench Craft Company IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. City: By: Cp�� Name: Jesica McEachern Title: Assistant City Manager Date: Aug 27, 2024 Contractor: Michael Cobb By: Michael Cobb (Aug 26, 202412:01 PDT) Name: Mike Cobb Title: Vice President Email: micobbl722(a,benchcraftcomvanv.com Date: Aug 26, 2024 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: 169V f0-1 Name: Dave Lewis Title: Deputy Director Park & Recreation Department Approved as to Form and Legality: 7—!^2til 62"4 41 By: Trey Qua`lis (Aug 23, 202413:12 CDT) Name: Trey Qualls Title: Assistant City Attorney Contract Authorization: M&C: N/A Form 1295: N/A Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Shawn Watson Title: District Superintendent- Golf Park & Recreation Department City Secretary: ,nn p FFOR> °�a ,,°°°°°, e�y° Gig d0 By: J aan°°°�66544 Name: Jannette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Agreement for Golf Course Scorecards and Yardage Guides Transportation Media, Inc. DB/A Bench Craft Company Page 14 of 19 EXHIBIT A STATEMENT OF WORK 1. Generally. The Contractor shall provide the City with an unlimited number of Scorecards and Yardage Guides for the Golf Courses at no cost to City. The Contractor shall be responsible for overseeing, supervising, managing, and completing all aspects and processes related to the creation, production, printing, publishing, and delivery of the Scorecards and Yardage Guides at no cost to the City. a. Scorecards. i. The Scorecards shall, at the very least, include the following information, to be provided by the City where applicable: the course name, rules, layout, slopes, hole number, yardage from each set of tee markers, par, signature lines for the scorer, date and attest, and an accommodation for six players score. The Golf Courses and size of each course are set forth below in more detail: Golf Course Size of Course Pecan Valley "River" 18 holes Pecan Valley "Hills" 18 holes Meadowbrook 18 holes Rockwood 18 holes ii. The Contractor shall provide the City with an annual minimum quantity of Scorecards for each of the Golf Courses as set forth below: Golf Course Pecan Valley "River" Pecan Valley "Hills" Meadowbrook Rockwood b. Yardaae Guides. Annual Minimum Quantity of Scorecards Required 35,000 35,000 38,000 38,000 The Yardage Guides are intended to provide the City with a marketing tool for promoting the overall Golf Courses and their facilities. The Yardage Guides shall, at the very least, include the following information, to be provided by the City where applicable: specific hole -by -hole imagery depicting tees, yardages, distances, sand traps, trees, course maps, course, clubhouses, pro shops, and facilities. The Contractor shall ensure that each of the Yardage Guides dedicates 5-7 pages for promotion of the Golf Courses, including tournaments, lessons, junior camps, and the like. ii. The Yardage Guides will be 7.25 inches tall by 4.25 inches wide, with 25-35 display pages, unless otherwise approved by the Director of the Parks and Community Services Department or the person's designee ("Director") in writing. iii. The Contractor shall provide the City with at least 5,000 Yardage Guides per Golf Course on an annual basis. C. Special Exception. The parties acknowledge that Meadowbrook Golf Course will be closed for renovations for a period of up to 18 months, beginning on December 1, 2023. Therefore, the Contractor shall have Page 15 of 19 Agreement for Golf Course Scorecards and Yardage Guides Transportation Media, Inc. D/B/A Bench Craft Company no obligation to provide Scorecards or Yardage Guides for Meadowbrook Golf Course until June 1, 2025. The Contractor shall submit draft copies of the proposed Scorecard and Yardage Guide for Meadowbrook Golf Course at least forty-five (45) calendar days prior to the June 1, 2025 deadline and deliver the minimum quantity of approved Scorecards and Yardage Guides to the City within thirty (30) calendar days after final written approval by the Director. Beginning in 2026, Meadowbrook Golf Course shall be subject to the same review and delivery processes set forth in Section 3 of Exhibit A as the remainder of the Golf Courses. 2. Advertisina. The Contractor will be permitted to sell advertising space within both the Scorecards and the Yardage Guides and receive the revenue therefrom, subject to the following restrictions: a. No more than 8 advertisements will be permitted on each Scorecard b. No more than 35 advertisements will be permitted in each Yardage Guide. Of the maximum 35 advertisements for each Yardage Guide, the Contractor agrees to reserve four (4) free advertisements within each Yardage Guide for the promotion of the City, including, but not limited to, the Fort Worth Golf program. c. All advertisers and advertising content must be pre -approved by the Director prior to being published or printed on any Scorecards or Yardage Guides. The Director, in that person's sole and absolute discretion, has the right to refuse or reject any advertiser or advertising content within or on the Scorecards or Yardage Guides for any reason whatsoever. Review and Deliverv. Subject to Section 1.c of this Exhibit A, within thirty (30) calendar days after the start of the initial term of this Agreement, the Contractor shall submit draft copies of the proposed Scorecards and the Yardage Guides for each of the applicable Golf Courses to the Director for review and approval. The Contractor shall deliver the minimum quantity of approved Scorecards and Yardage Guides for each of the Golf Courses to the City within thirty (30) calendar days after final written approval by the Director of each respective Scorecard or Yardage Guide. Notwithstanding Section 1.c. of this Exhibit A regarding Meadowbrook Golf Course, within forty-five (45) calendar days before the beginning of each subsequent calendar year of this Agreement, the Contractor shall submit draft copies of the proposed Scorecards and Yardage Guides for the then upcoming calendar year for each of the Golf Courses to the Director for review and approval. Notwithstanding Section 1.c. of this Exhibit A regarding Meadowbrook Golf Course, the Contractor shall deliverthe minimum quantity of approved Scorecards and Yardage Guides for each of the Golf Courses to the City within thirty (30) calendar days after final approval by the Director of each respective Scorecard or Yardage Guide. If the parties cannot come to an agreement on the proposed Scorecards or Yardage Guides for any given Golf Course prior to the expiration of the 45-day period, then the City shall have the right to request delivery of a prior - approved version of any such Scorecards or Yardage Guides, which shall be delivered to the City in the minimum quantity set forth herein within thirty (30) calendar day after written request by the Director. Page 16 of 19 Agreement for Golf Course Scorecards and Yardage Guides Transportation Media, Inc. D/B/A Bench Craft Company C. The Director may, at any time, request additional Scorecards and Yardage Guides in a quantity acceptable to the Director, and the Contractor shall deliver such additional Scorecards and Yardage Guides within sixty (60) days of the Director's written request. All Scorecards or Yardage Guides shall be free of charge to the City. d. The Director may, at any time and in his/her sole discretion, request revisions to any existing Scorecards or Yardage Guides, and the Contractor shall deliver any such revised Scorecards or Yardage Guides in the quantity requested by the Director within thirty (30) calendars days of the Director's written request. e. Notwithstanding anything to the contrary, all Scorecards and Yardage Guides are subject to review and approval by the Director. f. All Scorecards and Yardage Guides shall be shipped directly to each individual golf course, as applicable, at the following addresses: Meadowbrook Golf Course Attention: Head Golf Professional 1815Jenson Road Fort Worth, Texas 76112 Pecan Valley Golf Course Attention: Head Golf Professional 6400 Pecan Valley Drive Fort Worth, Texas 76132 iii. Rockwood Golf Course Attention: Head Golf Professional 1851 Jacksboro Highway Fort Worth, Texas 76114 Page 17 of 19 Agreement for Golf Course Scorecards and Yardage Guides Transportation Media, Inc. D/B/A Bench Craft Company EXHIBIT B FORTWORTHo GOLF MEADOWBROOK GOLF COURSE Page 18 of 19 Agreement for Golf Course Scorecards and Yardage Guides Transportation Media, Inc. DB/A Bench Craft Company PECAN VALLEY GOLF COURSE 19 R 0 CKWO 0 D PARK G 0 L F C 0 U R S E Agreement for Golf Course Scorecards and Yardage Guides Transportation Media, Inc. DB/A Bench Craft Company Page 19 of 19