HomeMy WebLinkAboutContract 37027 CITY SECRETARY
CONTRACT NO. O
LICENSE AGREEMENT I -u
Trii" AGREEMENT ("Agreement") is made and entered into this 4 Y1 day
of 1 2008, by and between the Boy Scouts of America ("BSA"), a
corporation located at
13 ss-W.W K IYA (hereinafter referred to as "User") and the
City of Fort Worth, Texas (hereinafter referred to as the "City"), a home-rule municipal
corporation situated in Tarrant, Denton, and Wise counties.
1.
Use of Official Publication.
For and in consideration of the use of an official City publication, attached as
Exhibit "A" and the performance of the mutual covenants and agreements
contained herein, the City hereby grants User a non-transferable, non-
exclusive license to use such official City publication according to the
specification described in Section 2 and for the limited purpose of inclusion of
Exhibit A in the BSA's Automotive Maintenance Merit badge pamphlet.
User shall first obtain express written consent from the City for any additional
events for which it wishes to use the City Logo.
2.
Specifications.
User acknowledges that by virtue of this Agreement, that User acquires only
the right to use the City publication and does not acquire any rights of
ownership in the publication or City logo, which rights shall remain
exclusively with the City. Furthermore, User agrees it shall not make any
modification to the publication. The BSA Automotive Maintenance Merit
badge pamphlet shall include the following statement: "This publication is
used with the permission of the City of Fort Worth, Texas."
3.
Federal Copyright Act.
User agrees to assume full responsibility for complying with the Federal
Copyright Law of 1978 (17 U.S.C. 101, et seq.) and any regulations issued,
including, but not limited to, the assumption of any and all responsibilities for
paying royalties which are due for the use of other third party copyrighted
works by User. City expressly assumes no obligations, implied or otherwise,
regarding payment or collection of any such fees or financial obligations.
Ci y specifically does not authorize, permit, or condone the reproduction or
use of copyrighted materials by User without the appropriate licenses or
permission being secured by User in advance. It is further agreed that User
CRL02.17.06N1
Agreeineni for CDI CDC 1 of 5 0 4-2 9-0 8 A 0 8 13 IN
shall defend, indemnify and hold City harmless for any claims arising
from nonpayment to licensing agencies or damages arising out of User's
infringement or violation of the Copyright Law and/or Regulations for
use of other third party copyrighted material. City expressly assumes no
obligation to review or obtain appropriate licensing and all such licensing
shall be the exclusive obligation of User.
4.
Content of Material Published.
The City assumes no responsibility or liability with respect to the content of
any material published by User, its respective designees or assigns. User, its
respective designees or assignees, shall be responsible for all such content,
and shall indemnify and hold the City harmless with respect to such content
and use.
5.
Notices.
Unless otherwise provided, all notices or communications required or
permitted to be given shall be in writing and shall be delivered personally, by
facsimile, or deposited in a regularly maintained receptacle for United States
mail and sent certified or registered mail, postage prepaid. Any notice so
given shall be deemed to have been received when deposited in the United
States mail so addressed with postage prepaid and addressed to:
BOY SCOUTS OF AMERICA:
D l o n t✓ Lcjl*)'
13�J ��lfi W C'Iv1Vt r(, II L-w)C>
CITY OF FORT WORTH:
Brian Boerner,Director
Environmental Management Department
1000 Throckmorton
Fort Worth,Texas 76102
With copy to:
Christa Lopez,Assistant City Attorney
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
CITY � I
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License Agreement for CDI CDC 2 of 5
6.
Paragraph Headings.
The paragraph headings contained herein are for the convenience in reference
and are not intended to define or limit the scope of any provision of this
Agreement.
7.
Entire Agreement.
This Agreement contains the entire agreement of the parties with respect to
the subject matter hereof. No promise, representation, warranty or covenant
not included in this Agreement has been or is being relied on by any party.
8.
Modification.
This Agreement may not be modified or amended except in a writing signed by
City and User.
9.
Governing Law.
This Agreement has been executed and delivered in the State of Texas. This
Agreement will be governed by, construed and enforced in accordance with
the laws of the State of Texas. The parties agree that the proper venue and
jurisdiction for any cause of action relating to the agreement will be in the
state courts located in Tarrant County, Texas or the United States District
Court for the Northern District of Texas,Fort Worth Division.
10.
Independent Contractor.
User shall perform all work and services hereunder as an independent
contractor, and not as an officer, agent, servant or employee of the City. User
shall have exclusive control of, and the exclusive right to control the details of
the work performed hereunder, and all persons performing same, and shall be
solely responsible for the acts and omissions of its officers, agents, employees
and subcontractors. Nothing herein shall be construed as creating a
partnership or joint venture between the City and User, its officers, agents,
employees and subcontractors, and doctrine of respondent superior has no
application as between the City and User.
11.
Waiver.
,.The failure of a party to seek redress for the violation of or to insist on strict
performance of any provision of this Agreement shall not prevent or dilute
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License Agreement for CDI CDC 3 of 5
such party's right to insist later on such performance of the same or a similar
provision or to have redress for the same or a similar violation, regardless of
such party's prior knowledge or lack of knowledge.
12.
Severability.
The provisions of this Agreement are severable, and if any word, phrase,
clause, sentence, paragraph, section or other part of this Agreement or the
application thereof to any person or circumstance shall ever be held by any
court of competent jurisdiction to be invalid or unconstitutional for any
reason, the remainder of this Agreement and the application of such word,
phrase, clause, sentence, paragraph, section, or other part of this Agreement to
other persons or circumstances shall not be affected thereby and this
Agreement shall be construed as if such invalid or unconstitutional portion
had never been contained therein.
13.
Successors and Assigns.
This Agreement shall be binding upon the parties hereto and their respective
executors, administrators, legal representatives, heirs, successors and assigns,
and shall inure to the benefit of the parties hereto and their respective
executors, administrators, legal representatives, heirs, successors and assigns.
14.
No Third-Party Beneficiaries.
This Agreement shall inure only to the benefit of the parties hereto and third
persons not privy hereto shall not, in any form or manner, be considered a
third party beneficiary of this Agreement. Each party hereto shall be solely
responsible for the fulfillment of its own contracts or commitments.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the date first above written.
EXECUTED on this the day of 92008.
CITY OF FORT WORTH BOY SCOUTS OF AMERICA
By: By:
Dale Fisseler,P/E. kV�, �•�
City Managerr
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License Agreement for CDI CDC 4 of 5
Signature page 2
ATTEST: ATTEST:
Marty Hendrix
City Secretary Corporate Secretary
NO M&C REQUIRED
APPROVED AS TO FORM AND LEGALITY
f2-
Christa R. Lopez
Assistant City Attorney
it N-K.
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License Agreement for CDI CDC 5 of 5