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HomeMy WebLinkAboutContract 41361STATE OI TEXAS § COUNTIES OF TARRANT § DENTON, PARKER § AND WISE MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT ("MOA") is entered into by and between the City of Fort Worth, Texas, a home -rule municipal corporation situated in Tarrant, Denton, Parker and Wise Counties, Texas, hereinafter called "Fort Worth," acting herein by and through 70A H I CG iu 5 its duly authorized RiM City Manager, and Fort Worth Promotion & Development Fund, a 5016 nonprofit corporation, situated in Tarrant County, hereinafter called the "Promotion Fund", acting herein by and through Mike Moncrief, its duly authorized President of the Board of Directors. Fort Worth and the Promotion Fund are collectively referred to herein as the "Parties." 1. Effective Date The Effective Date of this Agreement is the date on which the last party signs the Agreement. 2. Puruose The purpose of this MOA is to set out the rights and responsibilities of each Party for the registration and use of the marks known as the Brian Pierce -Touchdown Fort Worth logo shown on Exhibit A and the mark "Super Week". This MOA shall be a binding agreement, establishing certain rights and duties for both Parties, and all covenants herein shall be enforceable as allowable by law. 3. Background a. In preparation for Super Bowl XLV and in an effort to serve as a host municipality, both the Promotion Fund and Fort Worth collaborated through the project Touchdown Fort Worth, to create unique marks to symbolizes the goodwill of Fort Worth for the Super Bowl activities and the Super Bowl game. On or about November 10, 2009, the Promotion Fund hired a consultant who created the Brian Pierce -Touchdown Fort Worth logo shown in Exhibit A and through collaborative efforts the mark "Super Weep' was created to describe Fort Worth's activities occurring near, around and during the Super Bowl XLV game. Collectively the Brian Pierce -Touchdown Fort Worth logo and mark "Super Week" are referred to as the "Marks." b. The Parties now wish to register the Marks with the United States Patent and Office in order to protect the integrity and use of the Marks. Trademark OFFICIAL RiECORD CITY SECRETARY c. The Parties have agreed to certain terms and conditions regarding the ownership and use of the Marks and have acknowledged that such terms represent good and sufficient consideration for this Agreement. a. The Promotion Fund shall be the rightful owner of the Marks and shall have all ownership rights including the right to use the Marks appropriately and in a manner not in conflict with Fort Worth's right of use described below. The Promotion Fund shall register the Marks for various products and services on the principal register of the United States Patent and Trademark Office at its sole cost and expense. The Promotion Fund shall provide Fort Worth's City Attorney's Office prior review with reasonable advance notice of any and all applications and/or submissions to the United States Patent and Trademark Office as well as copies of all notices and/or actions by the United States Patent and Trademark Office related to the Marks. b. Fort Worth shall have the absolute right to use the Marks and related marks in any jurisdiction worldwide on or in connection with any goods or services, and the marketing, advertising, and promotion thereof. In exchange for this right of use, Fort Worth agrees that it will assist the Promotion Fund in protecting the integrity of the Marks, including but not limited to taking any reasonable action or proceeding, legal or otherwise, in defending and/or protecting the Marks, provided such action is allowable by Fort Worth's rules and regulations. c. Both Parties agree, that upon notice of expiration of the Marks by the United States Patent and Trademark Office, the Promotion Fund shall declare use of the Marks in a timely manner and renew such Marks' registration. If upon notice of the expiration of the Mark(s) by the United States Patent and Trademark Office, the Promotion Fund decides it no longer wishes to maintain ownership of the Marks or their registration, the Promotion Fund shall immediately notify Fort Worth and Fort Worth shall have the exclusive right of assignment of such Marks, with all rights and privileges by law associated with such ownership. Fort Worth shall notify the Promotion Fund of its intent to accept ownership of such Marks within fifteen (15) business days of notice by the Promotion Fund. Nothing herein shall require Fort Worth to accept ownership of the Marks nor the responsibility of renewing the Marks' registration. d. The Promotion Fund shall delegate to Fort Worth the right and responsibility of granting permission to use the Marks) to other organizations such as the Fort Worth Convention and Visitors Bureau and the Fort Worth Chamber of Commerce, provided however, Fort Worth shall not grant permission for any use in conflict with the Promotion Fund and/or upon reasonable request to deny such use by the Promotion Fund. Fort Worth agrees it shall approve all uses in writing with a copy of such approval sent to the Promotion Fund. V10A between Tort Worth and the Promotion Fwid/rv1arkcrr010311v3 Page 2 of 6 e. Both Parties agree to use the Marks appropriately and for the purposes for which they were created and/or registered. f. The Parties agree to execute such documents and take such actions as may be necessary to effectuate and to fully carry out the terms and purposes of this Agreement. It is expressly understood and agreed that, in the execution of this MOA, Fort Worth shall not be deemed to waive, any immunity or defense that would otherwise be available to it against claims arising in the exercise of governmental powers and functions. By entering into this MOA the Parties do not intend to create any obligations, expressed or implied, other than those set forth herein and this MOA shall not create any rights in parties not signatories hereto. 6. No Third -Party Beneficiaries This MOA 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 MOA. Each Party hereto shall be solely responsible for the fulfillment of its own contracts or commitments. 7. Non -assignability Except as otherwise expressly provided herein, this MOA is non -assignable, and any unauthorized purported assignment or delegation of any duties hereunder, without the prior written consent of the other Party, shall be void and shall constitute a material breach of this MOA. 8. Entire This MOA and all attachments incorporated herein by reference constitute the entire MOA by the Parties hereunder, and any prior or contemporaneous oral or written agreements shall be replaced or superseded by this MOA. 9. Severability In case any one or more of the provisions contained in the MOA shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this MOA, and this MOA shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein. MOA Uetween Fort Worth and the Promotion Fwul/Martccrr0103llv3 Page 3 Of fi UW This MOA shall be construed under and in accordance with the laws of the State of Texas, and the venue for any litigation arising from this MOA shall be in Tarrant County, Texas. The undersigned officers and/ agents of the Parties hereto are properly authorized officials and have the necessary authority to execute this MOA on behalf of the Parties hereto, and each party hereby certifies to the other that any necessary actions extending such authority have been duly passed and are now in full force and effect. 12. hTotices Any notices (unless otherwise specified herein), bills, invoices or reports required by this MOA shall be sufficient if sent by the Parties in the United States mail, postage paid, to the address noted below: If to Fort Worth: City Manager's Office City of Fort Worth 1000 Throckmorton If to the Promotion Fund: Fort Worth, Texas 76102 Copy to: City Attorneys Office City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 Fort Worth Promotion &Development Fund ATTN: Linda Fulmer PO Box 8040 Fort Worth, Texas 76124 MOA between Fort Worth and the Promotion Fetid/Nfarkcrr0103llv3 PagB 4 Of fi EXECUTED in triplicate in Fort Worth, Tarrant County, Texas. CITY OF FORT WORTH CITY MANAGER DATE: APPROVED AS TO FORM AND LEGALITY Cwu► (2 _ r2 a , CHRIST R. REYNOLDS SR. ASSISTANT CITY ATTORNEY ATTEST MARTY CITY SECRETARY FORT WORTH PROMOTION & DEVELOPMENT FIND ESIDENT OF 1 BOtD OF RECTORS �N OFFiCI,�L RECORD CITY SECRETARY NIOA between Fort Worth and the Promotion Fnnd/Markcrr010311v3 Page 5 of 6 CI IMAGE OF THEBRIAN PIOUCHDOWN FORTWORTH 1 LOG* /+ MOA between Fort R'orth and the Promotion Fund/Markcrr010311v3 Page 6 of 6