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HomeMy WebLinkAboutContract 50903 CITY SECRETARY CONTRACT NO. aLQ-� ASSIGNMENT AND TRANSFER AGREEMENT This Assignment and Transfer Agreement("Agreement") is made as of the last date of the signatures below("Effective Date") between CITY OF FORT WORTH POLICE DEPARTMENT("Assignee"), and THOMAS RUBBER STAMP CO, INC. ("Assignor"). In consideration of the mutual promises and covenants contained in this Agreement,the parties agree as follows: 1. Definitions 1.1 "Assigned Property"means only the property listed in Exhibit A and all rights forming a part of, embodied in or necessary for use of the property that are held by Assignor. 2. Assignment. Assignor hereby perpetually, irrevocably, and unconditionally assigns,transfers, and conveys to Assignee and its successors and assigns, all of Assignor's right,title, and interest in and to the Assigned Property as of the Effective Date. The physical property dies in Assignor's possession will be delivered to a mutually acceptable location by Assignor on or after the payment of the consideration listed in section 3 below. 3. Consideration. In consideration for this assignment made by Assignor under this Agreement, Assignee will pay Assignor$35,000.00 dollars on or before the Effective Date. 4. Representations and Warranties. Assignor hereby assigns all of its known right,title, and interest in and to the Assigned Property. Assignor has not granted and will not grant any licenses or other rights to the Assigned Property to any third party. The Assigned Property is free of any known liens, encumbrances, security interests, and restrictions on transfer. Assignor does not guarantee, warrant or represent the extent, breath, or legitimacy of the rights,title and interests herein assigned. Assignee is solely responsible for determining the extent and scope of all rights,title and interests obtained hereunder from Assignor related to the Assigned Property and Assignee does not, in any way, rely on any representations by Assignor or its representatives made either before or after the Effective Date related to the rights, title and interest herein assigned. Assignor agrees that it has no remaining intellectual property rights in either the FWPD Duty Badge or the FWPD Centennial Badge designs. 5. Further Assurances 5.1 Assistance. Assignor will take all action and execute all documents as Assignee may reasonably request to effectuate the assignment of the Assigned Property X112 and the vesting of complete and exclusive ownership and possession of the Assigned ,gyp Property in Assignee. Including communication, if necessary,to C. W.Nielsen about this Ch assignment and its effect. Cb elease "' � `1' * Q 0 rn OFFICIAL.RECORD e) J Q``�C3 �' CITY SECRRTARY p�� FTr*Ojai#,TX 1 6.1 Release. Assignor hereby completely RELEASES AND FOREVER DISCHARGES Assignee, its agents, servants, and employees, from any and all claims, demands or causes of action of any kind whatsoever, at common law, statutory or otherwise, which Assignor has now, known or unknown, now existing, directly or indirectly attributable to the copyright of the Assigned Property. 7. Miscellaneous 7.1 Binding on Successors. This Agreement will inure to the benefit of, and be binding upon, the parties, together with their respective representatives, successors, and assigns, except that Assignor may not assign this Agreement without the consent of Assignee. Assignee may assign this Agreement in its discretion. 7.2 Governing Law and Jurisdiction. This Agreement will be governed by, and construed in accordance with,the laws of the State of Texas without reference to its conflict of laws provisions. With respect to any dispute arising out of or related to this Agreement,the parties consent to the exclusive jurisdiction of, and venue in, the federal and state courts located in Tarrant County, Texas. 7.3 Amendment and Waiver. This Agreement may not be amended or modified unless mutually agreed upon in writing by the parties and no waiver will be effective unless signed by the party from whom such waiver is sought. The waiver by any party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach. 7.4 Severability. If any provision of this Agreement is held invalid by any court of competent jurisdiction, such invalidity will not affect the validity or operation of any other provision, and the invalid provision will be deemed severed from this Agreement. 7.5 Entire Agreement. This Agreement is the entire agreement concerning the subject matter hereof. It supersedes all prior and contemporaneous agreements, assurances, representations, and communications between the parties. 7.6 No Boycott of Israel. Assignor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, Assignee 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" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Assignor certifies that Assignor's signature provides written verification to Assignee that Assignor: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. Assignor 2 igned this �tv of J uric, 2018. Beverl R erick Thomas Title: Owner, Thomas Rubber Stamp Co., Inc. ASSIGNEE ^ By: signed this dL1- kday of , 2018 ACCEPTED AND AGREED: CITY OF F T WOR H: By: Name: us . Chapa Assistant Ci7i;l, Date: APPROVAL RECOMMENDED: By: �J -- �+ Name: Joel F. Fitzgerald, PhD M&V:_, Title: Chief of Police , ATTE SORT 1295: I& By- dA- ity Secretary CONTRACT COMPLIANCE By signing I acknowledge that I am the person' responsible for the monitoring and administration of this contract, including ensuring all OFFICIAL v CRCperformance and repp-orting rcq"ui.rements. CITY 311CUMARY Name: Linda Stuart F7.1 WORTH, TX Title: Police Captain 3 APPROVED AS TO FORM AND LEGALITY: By: Name: Pa' e Mebane Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A 4 EXHIBIT A ASSIGNED PROPERTY 1. FWPD duty badge die received from V. H. Blackinton& Company, Inc. (currently in TRS' possession) 2. FWPD duty badge Cap Shield Die (currently in C.W.Nielsen's possession) 3. FWPD duty badge die (currently in C.W.Nielsen's possession) 4. Smaller version of duty badge die which is broken(currently in C.W. Nielsen's possession). 5. Any and all intellectual property rights, whether real or asserted, held by Assignor with regard to either the Fort Worth duty badge or the Fort Worth Centennial Badge design. 5