HomeMy WebLinkAboutContract 47075 . ^
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AGREEMENT FOR GOLF COURSE SCORECARDS AND YARDAGE GUIDES
O�FORT�DRlH
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 Assistant City
Manager. and Transportation Media, Inc., d/b/o Bench Craft Company ("Contractor'), an Oregon
onrponatinn, acting by and through Robert S|mnioh, its duly authorized representative.
VVHEREA8, on or about February 11, 2015. City issued a request for proposals (RFP No. 15'
8119). soliciting requests for an annual supply cf scorecards for five ofthe City's golf courses, including
Pecan Valley River, Pecan Valley Hills, [Weadowbvuok. Sycamore Creek, and Rockwood ("Golf Courses");
WHEREAS, the Contractor provided the only response to the request for proposals, offering to
provide City with scorecards and yardage guides for the Golf Courses;
WHEREAS, the City now wishes to engage the Contractor to provide the City with scorecards and
yardage guides for its Golf Courses in accordance with the terms and conditions set forth in this
Agreement; and
NKjVV, 7HEREF0RE, for and in consideration of the covenants and agreements contained in this
Agreement, the City and Contractor hereby agree aafollows:
1. SCOPE OF SERVICES.
Contractor hereby agrees to provide the City with scorecards("Scorecards") and yardage guides
("Yardage Guides") for the Golf Courses. Attached hereto and incorporated for all purposes incident to
this Agreement is Exhibit "A," Statement of VVork, more specifically describing the services to be
provided hereunder.
2' TERM.
This Agreement shall be effective beginning on October 1. 2015 and expire on December 31,
2018 (^|nitia| Torm^). unless terminated earlier in accordance with the provisions of this Agreement. The
City shall have the opUon, in its sole diaovehon, to renew this Agreement under the same terms and
oondiUono, for up to two additional three-year periods ("Renewal Term''). If the City desires to exercise
any of the Renewal Terma, 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 offeoL
3.
3.1 Initial Term.
3.1.1 first /ear. For the Om( year of the |nibo| Term. the Contractor shall pay the City
Four Thousand Dollars and No Cents ($4,000.00) in two equal installment of
$2'000.00 eanh, with the first payment to be due and payable to the City on or
before the effective date of this Agreement ao set forth in Section 3 and the
second payment tube due and payable tn the City onor before April 1. 2O10.
3.1.2 Second Year and Beyond. Beginning in the second year ofthe Initial Term and
for every year thereafter until the expiration of the Initial Term of this Agreement,
the Contractor shall pay the City an annual amount of Five Thousand Dollars and
The Contractor shall pay the annual amount in two equal
installments of $2,500.00 maoh, with the Mre( payment to be duo and payable to
the City onor before October 1 of each year(beginning on October 1. 2U1O) and
the second payment to be due and payable to the City on or before April 1 of
each year.
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3.2 Renewal Terms. During each Renewal Term of this Agreement, the Contractor shall pay
the City an annual amount of Five Thousand Dollars and No Cents ($5,000.00). The
Contractor shall pay the annual amount in two equal installments of$2,500.00 each, with
the first payment to be due and payable to the City on or before January 1 of each year
(beginning on January 1, 2019) and the second payment to be due and payable to the
City on or before July 1 of each year.
3.3 The Contractor shall deliver all payments to the offices of the City's Parks and
Community Services Department at 4200 South Freeway, Suite 2200, Fort Worth, Texas 76115.
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 up to the date of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by the City 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 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 subsections (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 Section 4.3.1 (a)-(c) of this Agreement if
the City provides the Contractor with written notice of the claimed default and the
Contractor does not cure the default within thirty (30) calendar days after the
date the City sends such notice of default. The City shall also have the right to
terminate this Agreement upon the occurrence of the Events of Default set forth
in Section 4.3.1(d)of this Agreement if the City provides the Contract with written
notice of the claimed default and the Contractor does not cure the default with
sixty (60) calendar days after the date the City send such notice of default. The
cure deadlines 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
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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 Agreement shall be accelerated and be due and payable within
thirty (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 earlier 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 chargeable 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 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 immediately to 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 The Contractor agrees that the City shall, until the expiration of three (3)years after the
expiration or earlier termination of 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 of the Contractor involving transactions relating to this
Agreement at no additional cost to the City. The Contractor agrees that the City shall have access
during normal working hours to all necessary Contractor facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this section. The
City shall give the 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,
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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 the Contractor shall 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 the City. Subject to and in accordance with the conditions and provisions
of this Agreement, the Contractor shall have the exclusive right to control the details of its operations and
activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors and subcontractors. The Contractor acknowledges that the doctrine of
respondent superior shall not apply as between the City, its officers, agents, servants and employees,
and the Contractor, its officers, agents, employees, servants, contractors and subcontractors. The
Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint
enterprise between City and the Contractor. It is further understood that the City shall in no way be
considered a Co-employer or a Joint employer of the Contractor or any officers, agents, servants,
employees or subcontractors of the Contractor. Neither the Contractor, nor any officers, agents,
servants, employees or subcontractors of the Contractor shall be entitled to any employment benefits
from the City. The Contractor shall 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 subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY - THE CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF THE CONTRACTOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
8.2 INDEMNIFICATION -THE CONTRACTOR HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS
AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO THE CONTRACTOR'S BUSINESS AND ANY
RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING 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 OR MALFEASANCE OF THE
CONTRACTOR, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY. The Contractor agrees to assume full responsibility for
complying with all State and Federal Copyright Laws and any other regulations, including, but not limited
to, the assumption of any and all responsibilities for paying royalties that are due for the use of other third-
party copyrighted works by the Contractor. 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 the Contractor without
the appropriate licenses or permission being secured by the Contractor in advance. IT IS FURTHER
AGREED THAT THE CONTRACTOR SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD
HARMLESS CITY FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES,ACTIONS,OR
EXPENSES OF EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO,
ATTORNEY'S FEES, TO WHICH THEY MAY BE SUBJECTED ARISING OUT OF ANY ITEMS
RECEIVED BY THE CITY PURSUANT TO THIS AGREEMENT BY REASON OF AN ALLEGED OR
ACTUAL COPYRIGHT VIOLATION OR OTHER LACK OF OWNERSHIP, AUTHORSHIP, OR
ORIGINALITY. City expressly assumes no obligation to review or obtain appropriate licensing and all such
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licensing shall be the exclusive obligation of the Contractor.
9. ASSIGNMENT AND SUBCONTRACTING.
The Contractor shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Contractor under which the assignee
agrees to be bound by the duties and obligations of the Contractor under this Agreement. The Contractor
and assignee shall be jointly liable for all obligations of the Contractor under this Agreement prior to the
effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall
execute a written agreement with the Contractor referencing this Agreement under which the
subcontractor shall agree to be bound by the duties and obligations of the Contractor under this
Agreement as such duties and obligations may apply. The Contractor shall provide the City with a fully
executed copy of any such subcontract.
10. INSURANCE.
10.1 The Contractor shall provide the City with certificate(s)of insurance documenting policies
of the following minimum coverage limits that are to be in effect prior to commencement of any work
pursuant to this Agreement:
10.1.2 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Contractor, its employees,
agents, representatives in the course of the providing services under this
Agreement. "Any vehicle" shall be any vehicle owned, hired and non-
owned
(c) Worker's Compensation -Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease-per each employee
$500,000 Disease-policy limit
This coverage may be written as follows:
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 of $100,000 each
accident/occurrence, $500,000 bodily injury disease policy limit and
$100,000 per disease per employee
(d) Professional Liability(Errors &Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Professional Liability coverage may be provided through an endorsement
to the Commercial General Liability (CGL) policy, or a separate policy
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specific to Professional Errors and Omissions. Either is acceptable if
coverage meets all other requirements. Coverage shall be claims-made,
and maintained for the duration of the contractual agreement and for two
(2) years following completion of services provided. An annual certificate
of insurance shall be submitted to the City to evidence coverage. It is the
intent for this policy to provide coverage for trademark, copyright, and
other applicable intellectual property infringement. If coverage is not
extended under the Professional Liability insurance policy, a separate
Commercial General Liability or other liability policy shall be obtained with
a minimum limit of $1,000,000 to comply with this requirement. Such
policy does not replace, but would be in addition to the Professional
Liability insurance policy.
10.1.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name the City as an additional insured thereon, as its interests may
appear. The term City shall include its employees, officers, officials,
agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of the City of Fort Worth.
(c) A minimum of thirty(30) days' notice of cancellation or reduction in limits
of coverage shall be provided to the City. Ten (10) days notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent
to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth,
Texas 76102,with copies to the City Attorney at the same address.
(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 the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that the Contractor has obtained all
required insurance shall be delivered to the City prior to the Contractor
proceeding with any work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
The 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. If the City notifies the Contractor of any violation of such laws,
ordinances, rules or regulations, the Contractor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
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The Contractor, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of the Contractor's duties and
obligations hereunder, it shall not discriminate in the treatment or 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 the Contractor, its personal representatives, assigns, subcontractors or
successors in interest, the Contractor agrees to assume such liability and TO INDEMNIFY AND DEFEND
THE CITY AND HOLD THE CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, or (2) received by the other party by United States Mail, registered, return receipt
requested, addressed as follows:
To the CITY: To Contractor:
City of Fort Worth Transportation Media, Inc.
Attn: Susan Alanis, Assistant City Manager Attn: Robert Simich, Director of Golf Course Relations
1000 Throckmorton 16600 SW 72nd Ave Building 10
Fort Worth TX 76102-6311 Portland, OR 97224
Facsimile: (817)392-8654 Facsimile: 503-221-9737
With Copy to the City Attorney
At same address
14. SOLICITATION OF EMPLOYEES.
Neither the City nor the Contractor shall, during the term of this Agreement and additionally for a
period of one year after its termination, 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 person's employer. Notwithstanding the foregoing, this
provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
15. GOVERNMENTAL POWERS/IMMUNITIES
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
16. NO WAIVER.
The failure of the City or the Contractor to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or the
Contractor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall 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 shall lie in state courts located in Tarrant County, Texas or 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,
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legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
The City and the Contractor shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall 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, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall 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 rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. AMENDMENTS AND COUNTERPARTS
22.1 No amendment of this Agreement shall be binding upon a party hereto unless such
amendment is set forth in a written instrument, which is executed by an authorized representative of each
party.
22.2 This Agreement may be executed in one or more counterparts and each counterpart
shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and
the same instrument.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City
and the Contractor, their 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.
24. WARRANTY OF SERVICES.
The Contractor warrants that its services will be of a professional 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 the Contractor's option, the
Contractor shall 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 the City to the Contractor for the nonconforming
services.
25. IMMIGRATION NATIONALITY ACT.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination. The
Contractor shall verify the identity and employment eligibility of all employees who perform work under this
Agreement. The Contractor shall complete the Employment Eligibility Verification Form (1-9), maintain
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photocopies of all supporting employment eligibility and identity documentation for all employees, and
upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. The Contractor shall establish appropriate
procedures and controls so that no services will be performed by any employee who is not legally eligible
to perform such services. The Contractor shall provide City with a certification letter that it has complied
with the verification requirements required by this Agreement. The Contractor shall INDEMNIFY CITY
FROM ANY PENALTIES OR LIABILITIES DUE TO VIOLATIONS OF THIS PROVISION. City shall have
the right to immediately terminate this Agreement for violations of this provision by the Contractor.
26. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity.
27. 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, except any items, graphics, depictions, information, or
the like contained within any advertisements, ("Work Product"). Further, City shall be the sole and
exclusive owner of all copyright, patent, trademark, trade secret and other proprietary 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, free from
any claim, lien for balance due, or rights of retention thereto on the part of the City. 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 after the expiration or termination of this Agreement.
28. USE OF OFFICIAL CITY LOGO.
28.1 The City hereby grants a limited, non-transferrable, and non-exclusive license to the
Contractor for the use of the City's official logo to graphically depict or display such logo on the Scorecards
and Yardage Guides, as shown in Exhibit B, and for no other purpose pursuant to the terms and
conditions contained in this Agreement. The Contractor must first obtain the express written consent from
the City for any additional uses of the City's logo.
28.2 The Contractor acknowledges that by virtue of this Agreement, that the Contractor
acquires only the right 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:
28.2.1 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. Vendors unable to use the PMS system must
match the PMS colors as closely as possible and receive approval prior to printing.
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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 colors that are not the specified logo
colors, the logo must appear in a single color, preferably black.
28.2.2 Size: The Contractor shall not redraw, typeset or otherwise electronically alter
the logo in anyway. Enlarging or reducing the logo size must be done proportionately.
28.2.3 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."
28.2.4 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.
28.2.5 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.
28.3 The Contractor, 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 the Contractor use such logo in any manner
that reflects unfavorably upon the good name, goodwill, reputation, or image of the City. The Contractor,
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, 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this /7 day of
, 20 f5
CITY OF FORT WORTH: TRANSPORTATION MEDIA, INC.
-° �, - D/B/A BEN C FT COMPANY((.1:By: By:
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Alan tliarley Cobb
ssistant President
ATTE T4c�ta'By: ary er �City ry �`�"a 0000^'
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APPROVED AS TO OP7 AND LEGALITY:
By:
T p,;f, Wallach
A?sistant City Attorney
No M&C REQUIRED 7,,...... ..,...,,. ..
° FN° A °Tai U h'Y
Agreement for Golf Course Scorecards and Yardage Guides �6 �� r' ° a 10 of 14
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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: 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 Valle "Hills" 18 holes
Meadowbrook 18 holes
9 holes with
Sycamore Creek 18 tee boxes
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:
Annual Minimum Quantity of
Golf Course Scorecards Required
Pecan Valley"River" 22,000
Pecan Valley"Hills" 15,000
Meadowbrook 20,000
Sycamore Creek 7,500
Rockwood 20,000
b. Yardage Guides.
L 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: 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 Rockwood Golf Course will be
closed for renovations for a period of 10 to 12 months, beginning on November 1st
2015. Therefore, the Contractor shall have no obligation to provide Scorecards or
Agreement for Golf Course Scorecards and Yardage Guides 11 of 14
Yardage Guides for Rockwood Golf Course until September 1, 2016. The Contractor
shall submit draft copies of the proposed Scorecard and Yardage Guide for
Rockwood Golf Course at least forty-five (45) calendar days prior to the September
1, 2016 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 2018, Rockwood 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. Meaning, the Contractor must submit draft copies of
the proposed Scorecards and Yardage Guides for Rockwood Golf Course forty-five
(45)calendar days prior to the beginning of 2018 and for every year thereafter.
2. Advertising. 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.
3. Review and Delivery.
a. Subject to Section 1.c of this Exhibit A, within one hundred twenty days (120)
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.
b. Subject to Section 1.c. of this Exhibit A,within forty-five (45)calendar days before
the beginning of each 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. Subject to Section 1.c. of this Exhibit A, 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 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.
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
Agreement for Golf Course Scorecards and Yardage Guides 12 of 14
Director's written request. Any additional 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:
i. Meadowbrook Golf Course
Attention: Head Golf Professional
1815 Jenson Road
Fort Worth, Texas 76112
ii. Pecan Valley Golf Course
Attention: Head Golf Professional
6400 Pecan Valley Drive
Fort Worth, Texas 76132
iii. Sycamore Creek GC
Attention: Golf Professional
401 Martin Luther King, Jr. Freeway
Fort Worth, Texas 76104
iv. Rockwood Golf Course
Attention: Head Golf Professional
1851 Jacksboro Highway
Fort Worth, Texas 76114
Agreement for Golf Course Scorecards and Yardage Guides 13 of 14
EXHIBIT B
CITY LOGO
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Agreement for Golf Course Scorecards and Yardage Guides 14 of 14