HomeMy WebLinkAboutContract 41031ASS IIGNI EN?K
LrlY SECRETARY
CONTPAC' J MO,
ID SETT!, 11KKM1 EIk T AGREEMENT
W the City of Fort Worth, Texas, (City) is the owner of the Convention
Center located at 1201 Houston Street, Fort Worth, Texas, 76102; and
WH IR IR IKAS, near or about the year of 2002, the City entered into several
agreements for the design and construction of the Convention Center to include the carpet
design and production inside the Convention Center; and
WHEREAS, TIC & Associates Inc. has purported to be the sole owner of the
copyright to the design Convention Center Carpet, as defined in this Agreement; and
WHEREAS, both parties have been unable to locate an unequivocal written
assertion of ownership of the copyright to the design Convention Center Carpet; and
JHEREAS9 the City is in need of replacing the carpet in the Convention Center
by or near the end of 2010; and
W1HI 1K '-' EAS9 TKC & Associates Inc. has asserted certain rights as the purported
owner of the copyright; and
WHEREAS, the City has determined that it is in its best interest to acquire the
copyright of the design of the Convention Center Carpet.
NOW THH1
v IK IKO H , in consideration of the mutual promises described herein,
including the recitals set forth above, which are incorporated herein by reference, the City
and TIC & Associates Inc. agree as follows:
L COPYRIGHT C
TKC & Associates Inc. represents and warrants that it is the sole creator and
owner of the design of the Convention Center Carpet defined below, and that it has all
rights, title and interest in and to the copyright of the carpet. TKC & Associates Inc.
further represents that it has the power and right to Assign the copyright of the
Convention Center Carpet and that the rights assigned and transferred herein are free of
ASSIGNMENT AND SETTLEMENT AGREEMENTV2
Page l of 7
rf:u )r J . 7
any and all liens, encumbrances or adverse claims. The term Convention Center Carnet
shall mean that carpet with the following design numbers:
a. Design Number-9/405/11279-Ballroom Field, as shown in attachment A.
b. Design Number 9/405/11282-Ballroom Border, as shown in attachment B.
c. Design Number 9/405/11280-Pre-function Field, as shown in attachment C.
d. Design Number 9/405/11282-Pre-function Border, as shown in attachment D.
e. Design Number 9/405/11281-Main Lobby Field, as shown in attachment E.
f. Design Number 9/405/11283-Main Lobby Border, as shown in attachment F.
2. ASSIGNMENT.
For and in consideration of the City placmg a one time order directly with TKC &
Associates Inc. as shown in attachment G, TKC & Associates Inc. does hereby assign,
sell and transfer the copyright of the Convention Center Carpet including all its rights and
privileges to the City. City shall have the exclusive right to produce, publish, disseminate
and dispose of the Convention Center Carpet.
Furthermore, TKC & Associates Inc hereby completely RELEASES AND
FOREVER DISCHARGES the City, 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 TKC & Associates Inc. has now, known or unknown, now
existing, directly or indirectly attributable to the copyright of the Convention Center
Carpet. This release shall be a fully bmdmg and complete settlement between the City
and TKC & Associates Inc.
ASSIGNMENT AND SE I LEMENT AGREEMENTV2
Page 2 of 7
3. FURTHER CONSIDERATION.
TKC & Associates Inc further agrees to help the City perfect its own registration
and copyright of the Convention Center Carpet if the City so chooses, to include but not
be limited to the execution and delivery of any and all documents, as requested.
TKC & Associates Inc. agrees to defend. indemnify and hold City harmless
for any claims arising from TKC & Associates Inc.'s infringement or violation of
any copyright law and/or regulation or for use of other third party copyrighted
material in the creation of the Convention Center Carpet or TKC & Associates
Inc.'s use of the Convention Center Carpet and its design prior to the date of the
Agreement. City expressly assumes no obligation to review or obtain appropriate
licensing and all such licensing shall be the exclusive obligation of TKC & Associates
Inc.
4. PAYMENT AND OTHER CONSIDERATION.
TKC & Associates Inc grants this Assignment and Settlement for and in
consideration of the City placing the order as shown in attachment G to TKC &
Associates Inc. within 30 days of the execution of this Agreement.
5. ADEQUACY OF CONSIDERATION.
The parties have agreed to comprise and settle any and all claims they may have
agamst each other relating to the use of the Convention Center Carpet design. The parties
acknowledge that such terms represent good and sufficient consideration for this
agreement.
ASSIGNMENT AND SETTLEMENT AGREEMENTV2
Page 3 of 7
TKC & ASSOCIATES INC.
Tim Cooper,
Date:
Approved for form and legality:
Name:
Attorney at Law
STATE OF 1EXAS §
COUNTY OF TARRANT §
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THE CITY OF FORT WORTH
c
Dale A. Fisseler, P.E.
City Manager
0Date: � � �
0,1AAA
Christa Reynolds
Assistant City Attorney
Attested by:
Marty liondri ; City Secretary Oasaocvsei
BEFORE ME, the undersigned, a notary public in and for the State of Texas, on this
day personally appeared a eared Tim Cooper, in the capacity of 40earcl I - of
TKC & Associates Inc., who being by me first duly sworn on oath, deposed and said that
he/she has read the foregoing Settlement and Release Agreement and acknowledged to
me that he/she executed it for the purposes and consideration therein expressed on behalf
of TKC & Associates Inc. in his/her official capacity.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this
e,rr)he 2010.
0 1,2:fCa: - AGREEMENTV2
ASSIGNMENT AND SETTLEMENT
CITY SECRETARY 1 Page 5 of 7
'7t WORTH, TX
ary Pu •mac in and for
e State of TEXAS
9
JESSICA MARIE LEWIS
MY COMMISSION EXPIRES
July 14,2013
day of
STATE OF 1EXAS
COUNTY OF TARRANT §
BEFORE ME, the undersigned a notary public m and for the State of Texas, on this
day personally appeared Dale A. Fisseler in the capacity of City Manager of the City of Fort
Worth, who being by me first duly sworn on oath, deposed and said that he has read the
foregoing Settlement and Release Agreement and acknowledged to me that he executed it
for the purposes and consideration therein expressed on behalf of the City of Fort Worth
in his official capacity.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this /
/ day of
itkrualmheA, 2010.
ROSELLA BARNES
MY COMMISSION EXPIRES
March 31, 2013
Notary Public in and for
The State of TEXAS
ASSIGNMENT AND SETTLEMENT AGREEMENTV2
Page 6 of 7
ATTACHMENT "A"
Design Number-9/405/11279-Ballroom Field
ATTACHMENT `B"
Design Number 9/405/11282-Ballroom Border
ATTACHMENT "C"
Design Number 9/405/11280-Pre-function Field
ATTACHMENT "D"
Design Number 9/405/11282-Pre-function Border
ATTACHMENT "E"
Design Number 9/405/11281-Main Lobby Field
ATTACHMENT "F"
Design Number 9/405/11283-Main Lobby Border
A VI ACHMENT "G"
City order to TKC & Associates Inc.
ASSIGNMENT AND SE I CEMENT AGREEMENTV2
Page7of7
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ENQ. NO: TC 47E
PROJECT:FORTHWORTH CONVENTION CENTRE
AREA: BALLROOM
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Design No: 666en 01 4
Repeat Size: 1 '6.00"X 1'6.00►►
Quality: 10 row
Match: Straight
Repeats Shown: 2.00 across, 2.00 down
Print Date: June 19, 2001
Design No: 666EN01A
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S1199 Mercury 9
S517 Alaska 10 t
S35 Riola 11
2598 Poppy 12 •
110 Jasmine
2350 Santana -4
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ENQ. NO: TC 47E
PROJECT:FORTHWORTH CONVENTION CENTRE
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Design No:
Repeat Size:
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Repeats Shown:
Print Date:
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ORT WORTH
v Vendor Number: 0000032208
TKC & ASSOCIATES INC
N AC360H0 WOLCOTT DR
D FLOWER MOUND, TX 75028
Attachment G
CITY OF FORT WORTH
Purchase Order
Page 1 of 2
P.O. DATE' 10/15/2010
Purchase Order Number
PO-10-00062674
SHOW THIS NUMBER ON ALL
PACKAGES, INVOICES AND
SHIPPING PAPERS.
PUBLIC EVENTS & FACILITIES
S Public Events/Fort Worth Convention Center
H 1201 Houston Street
FORT WORTH, TX 78102-6490
p Phone:
0 T
R o
INVOICES: Direct invoices in DUPLICATE to the address shown.
STANDARD PURCHASING TERMS AND CONDITIONS set forth in the
City of Fort Worth's Bid or Quotation, are incorporated herein by reference
and become a part of this order.
Account Code: GG04-539120-0246000
Bid No.:
Item • Class4tem
1
B
1
L
L
T
0
MAIL INVOICE IN DUPLICATE TO:
PUBLIC EVENTS & FACILITIES
Public Events/Fort Worth Convention Center
1201 Houston Street
FORT WORTH, TX 76102-8490
Phone:
Payment Terms: ACH (DIRECT DEPOSIT)
Shipping Terms: Destination, Prepaid & Allowed
Delivery Calendar Davis) A.R.O.: 0
I Requisition# Quantity Unit Unit Price
6 Agreement authorized by the City Council on July 20, 2010, M & C G-
16989 for the City of Fort Worth to authorize an assignment and
settlement agreement with TKC &Associates, Inc., for the copyright to
the Convention Center Carpet and a one-time purchase of carpet from
TKC & Associates, inc., in the amount of $210,612.98.
1
All prices, terms and conditions of the agreement shall be as stated In
City of Fort Worth Standard Terms and conditions attached to purchase
order.
Invoices must be mailed to the ordering department/division releasing
service/commodity and the invoice shall contain: 1)Bid number; 2)
Department Purchase Order Number; 3} Department Name; 4) Address
where service/commodity was delivered.
Class -Item 962-58
Carpet for FWCC
Cattle trail custom ax
Class -Item 962-58
2 Grass custom ax as per specification
Class -Item 982-58
3 Cattle trail attic stock
Class -Item 962-58
4 Grass attic stock
Class -Item 962-58
Total
712 SQYD $39.89 $28,401.68
1514 SQYD $39.89
150 SQYD $39.89
$801373.52
$5,983.50
150 SQYD $39.89 $5,983.50
Attachment G
5
Door to door freight (factory to final delivery address)
Rev. 20100104
2521
SQYD
APPROVED:
$1.89
TOTAL:
Page 2 of 2
$4,763.75
$105,505.94
By: David Weeks
Phone#: (817) 392-8321
BUYER
City of Fort Worth, Texas
Mayor and Council Communication
III
DATE:
LOG NAME: 12CARPET ASSIGNMENT AND SETTLEMENT
SUBJECT:
Authorize an Assignment and Settlement Agreement and the One —Time Purchase of Carpet for the
Convention Center with TKC & Associates Inc., in an Amount of $210,612.98 and Rescind the Work Order
with Yeargan Construction Company —The Mark IV Construction Group Authorized by M&C C-23659 for
the Carpet Installation
COUNCIL ACTION: Approved on 7/20/2010
Tuesday, July 20, 2010 REFERENCE NO.: G-16989
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize an Assignment and Settlement Agreement with TKC & Associates, Inc., for the copyright to the
Convention Center Carpet and a one—time purchase of carpet from TKC & Associates Inc , in the amount of
$210,612.98;
2. Authorize the City Manager, or his designee, to execute any agreements necessary to complete the
assignment, settlement and purchase of the carpet; and
3. Rescind the work order with Yeargan Construction Company–The Mark IV Construction Group,
for carpet installation at the Fort Worth Convention Center authorized by M&C C-23659.
DISCUSSION:
Near or about the year of 2002, the City entered into several agreements for the design and construction of
the Convention Center to include the design and production of the carpet inside the Convention Center. TKC
& Associates, Inc , (TKC) a subcontractor has purported to be the sole owner of the copyright to the design
of the Convention Center Carpet, as defined in the Assignment and Settlement Agreement.
The City has been unable to locate an unequivocal written assertion of ownership of the copyright to the
design of the Convention Center Carpet.
The City is in need of replacing the carpet in the Convention Center by or near the end of 2010 and TKC &
Associates, Inc , has asserted certain rights as the purported owner of the copyright The City has determined
that it is in its best interest to acquire the copyright and ownership of the design of the Convention Center
Carpet. TKC & Associates Inc., is willing to assign the copyright of the Convention Center Carpet in
exchange for the one time purchase of the carpet through TKC in the amount of $210, 612.98 as shown in the
attached invoice.
Settlement of the ownership of the copyright to the Convention Center Carpet issue and assignment to the
City with a one—time purchase of the carpet through TKC & Associates, Inc , would be without any
admission or liability and in fact liability is specifically denied The settlement is entered into only to avoid
further time consuming and costly litigation.
City Council authorized a work order with JOC, Yeargan Construction —The Mark IV Construction Group for
the carpet project (purchase of carpet and installation) on July 14, 2009 (M&C C-23659). Due to this
settlement agreement, a direct order shall be placed with TKC & Associates, Inc., in an amount of
$210,612.98 for the purchase of Convention Center carpet and copyright of the design. Therefore it is
necessary for City Council to rescind the work order with Yeargan Construction Company&ndash The Mark
IV Construction Group, for carpet installation at the Fort Worth Convention Center authorized by M&C
C-23659 on July 14, 2009. Funds in the amount of $421,000.00 were appropriated for the carpet and
installation from the fund balance so there is no need to re —appropriate.
FISCAL INFORMATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Culture and Tourism Fund.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
GG04 539120 0246000 $210.612.98
CERTIFICATIONS:
Submitted for Citv Manager's Office bv:,
Originating Denartment Head:
Additional Information Contact:
ATTACHMENTS
Fernando Costa (6122)
James Horner (2505)
David Yett (7006)
Jack Dale (8357)
Christa Reynolds (8984)
1. fundinacultandtour doc
2. TKC & ASSOCIATES FORT WORTH CC DIRECT OUOIE APRIL 2010 xls