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HomeMy WebLinkAboutContract 35490 4.RY NO LICENSE AGREEMENT *-,— day THIS AGREEMENT ("Agreement") is made and entered into this of July, 2007, by and between Teresa's Treasures, a gourmet gift company located at 616 Shelby Road Suite C Fort Worth 76140(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 City Logo. For good and valuable consideration of a one-time User fee of two hundred dollars ($200) and the performance by User of the mutual covenants and agreements contained herein, the City hereby grants User a non-transferable, non-exclusive license to use the official City of Fort Worth logo as shown in Exhibit "A" specifically and according to the specifications described in Section 2 (unless otherwise stated herein)on the following products: 1.)Cardboard Gift box containers used for amenities; 2.)Imprinted ribbon; 3.)Bottled water labels; 4.)Logo-molded fine chocolates;and 5.)Birchwood cookie boxes. User shall first obtain express written consent from the City for any additional uses 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 Logo and does not acquire any rights of ownership in the licensed artwork, which rights shall remain exclusively with the City. Furthermore, User agrees to use the City logo according to the following specifications: 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. License Agreementfor Teresa's Treasures CxL 07.02.07v2 1 of 6 Vendors unable to use the PMS system must match the PMS colors as closely as possible and receive approval prior to printing. The logo may not be printed in orange or against an orange background. A one-color printing of the logo is permitted on the Birchwood cookie boxes. • 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 when it is reasonably feasible 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 or Ft. worth. If User wishes to modify or change the artwork in any manner, User must contact the City in writing to obtain written consent before-modifying or changing any artwork and/or promotional materials. 3. Copyright and Image Protection. 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 it 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 or authorize such use on any World Wide Web site or on any other on-line site, except as specifically approved by the City. 4. Federal Copes hg t 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, License Agreement for Teresa's Treasures c1tL 07.02.07v2 2 of 6 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 Iicenses or permission being secured by User in advance. It is further agreed that User 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. 5. 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. 6. Cease and Desist. If the City reasonably determines that User is in violation of any term of this Agreement, or if any applicable law or regulatory action requires the City or User to cease and desist in its use of the City Logo,then City shall issue notice to User to cease and desist all use or a specific use as granted in this Agreement. User shall immediately cease and desist such use. 7. 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: Teresa Nelson 616 Shelby Road License Agreement for Teresa's Treasures CRL 07 02.o7v2 3 of 6 Suite C Fort Worth,Texas 76140 CITY OF FORT WORTH: City Manager's Office City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 With copy to: Christa Lopez, Assistant City Attorney City of Fort Worth 1000 Throckmorton Street Fort Worth,Texas 76102 8. Parag,raph 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. 9. 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. 10. Modification. This Agreement may not be modified or amended except in a writing signed by City and User. 11. 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. License Agreement for Teresa's Treasures CRL 07.02.07v2 4 of 6 12. 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 respondeat superior has no application as between the City and User. 13. 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. 14. 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. 15. 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. License Agreement for Teresa's Treasures CRL 07.02.07v2 5 of 6 16. 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 22007. CITY OF FORT WORTH TERESA'S TREASURES By: Charles Boswell Teresa Nelson City Manager Owner ATTEST: ATTEST: i� Marty Hendrix City Secretary Corporate Secretary NO M&C REQUIR D APPROVED AS TO FORM AND LEGALITY Christa R. Lopez Assistant City Attorney License Agreement for Teresa's Treasures CRL 07.02.07v2 6 of 6 'V49 va nn990 FORTWORTH EXHIBIT "Alp