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Home My WebLink AboutContract 46755 aTY snRETAI C TPjkC-T NO� LICENSE AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 12 day of June 2015, by and between Allan Barr, dba Allan Barr Sales, a sole proprietorship in the business of manufacturing and selling wooden ice chests, located at 4320 Bellaire Dr., South, Unit 105, Fort Worth, TX 76109, (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, with principal place of business at 1000 Throckmorton Street, Fort Worth, Texas 76102. 1. Use of Official City Logo. The City, for the good and valuable consideration of a user fee of two hundred dollars ($200), hereby grants a limited, non-transferable and non-exclusive license to User for the use of the City's official logo by affixing the logo on hand made custom wooden ice chests (hereinafter identified as "Ice Chests") as shown in Exhibit "A," pursuant to the terms and conditions contained herein. Furthermore the City hereby authorizes User to use photographs of Ice Chests bearing the city's logo in advertising, promotional materials including advertising on User's website, User's reseller's website, and in advertisements on Facebook, a social media site. Any such use in advertising or promotions shall be accompanied by the phrase "Officially licensed by the City of Fort Worth." User may not use the City's logo in any manner not specifically authorized herein without first obtaining express written consent from the City. 2. Specifications. User acknowledges that by virtue of this Agreement, that User 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, in the event the logo will be reproduced in color, User agrees to use the City logo according to the following specifications: • Color: Consistently accurate color is achieved in print by using the Panton® Matching System or PMS. The words "Fort Worth" must be rn printed in PMS 288 blue ink in Cheltenham font. The steer head must rrn 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 v closely as possible and receive approval prior to printing. The City logo shall not be presented in orange or against an orange background. N OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX 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. • Size: User shall not redraw, typeset or otherwise electronically alter the logo in any way. Enlarging or reducing the logo size must be done proportionately. • 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." • 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. If User wishes to modify or change the artwork in any manner, User must obtain the City's consent in writing prior to modifying or changing any artwork and/or promotional materials. 3. Term. The term of this Agreement shall be for one (1) year from the time of full and complete execution. However the User will be allowed 90 days to liquidate any inventory of Ice Chests bearing the City's logo existing at the end of the term. Upon request by the User, the City Manager may renew the Agreement for an additional one (1)year term upon payment of the annual license fee. 4. Termination. Either party may terminate this Agreement without cause by providing thirty (30) days written notice to the other. Termination for cause shall be effective immediately (unless otherwise stated) upon receipt of such notice. Upon termination, User shall discontinue use of the logo and shall have no claim to reimbursement of any cost or materials User may have related to User's license to use the City logo. 5. Copyright and Image Protection. Allan Ban,dba Allan Ban Sales City of Fort Worth License Agreement 2 of 8 User, 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 User use such logo in any manner that reflects unfavorably upon the good name, goodwill, reputation, or image of the City. User, 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 User 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. User, its respective designees or assignees, may not use any of the designated marks or copyrights of the City on any World Wide Web site or on any other on-line site, except as authorized herein. 6. Federal Copyright Act. User 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 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. City 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. User shall immediately cease and desist its use of the City logo upon notice of any violation of State or Federal Copyright Laws and any other regulation. IT IS FURTHER AGREED THAT USER SHALL RELEASE, 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. 7. General Release and Indemnification USER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD CITY HARMLESS FOR ANY AND ALL CLAIMS ARISING OUT OF USER'S USE OF THE CITY LOGO. 8. Content of Material Published. Allan Barr, dba Allan Ban Sales City of Fort Worth License Agreement 3 of 8 The City assumes no responsibility or liability with respect to the content of any material published by User. User shall be responsible for all such content, and shall indemnify and hold the City harmless with respect to such content and use. 9. 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: USER: Allan Barr, dba Allan Barr Sales Attn: Allan Barr 4320 Bellaire Dr., South,Unit 105 Fort Worth, Texas 76109 CITY OF FORT WORTH: Office of the City Manager City of Fort Worth 1000 Throckmorton Street Fort Worth,Texas 76102 With copy to: City Attorney City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 10. 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. 11. Allan Barr,dba Allan Barr Sales City of Fort Worth License Agreement 4 of 8 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. 12. Modification. This Agreement may not be modified or amended except in writing, signed by City and User. 13. 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. 14. 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. 15. 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 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. Allan Barr, dba Allan Barr Sales City of Fort Worth License Agreement 5 of 8 16. 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. 17. Successors and Assi 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. 18. 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. [Signature Page Follows] Allan Barr, dba Allan Barr Sales City of Fort Worth License Agreement 6 of 8 IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date first above written. EXECUTED on this the 114 day of , 2015. CITY OF FORT WORTH ALLAN BARR dba ALLAN BARR SALES Fernando Costa ot�°°°° °°� ly Allan Barr Assistant City Manager °� Owner ° 0 ATTEST: g 8� ATTEST: Mary J. Kayser Witness City Secretary APPROVED AS TO FORM AND LEGALITY —Any�7 �� — Maleshia B. Farmer Sr. Assistant City Attorney NO M&C REQUIRED N RECORDRETARYTIi,TX Allan Barr, dba Allan Ban Sales City of Fort Worth License Agreement 7 of 8 EXHIBIT "A" Fen WORTH Allan Barr,dba Allan Barr Sales City of Fort Worth License Agreement 8 Of 8