HomeMy WebLinkAboutContract 44207 (2);lTY SECRETARY
CONTRACT NO. 11`1,20-a
LICENSE AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this third day of January
2013, by and between Cargill Meat Solutions Corporation, with an address at 1301
Northpark Drive, Fort Worth, TX 76102, (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 as/for staff recognition/rewards sweatshirts for
performance (not for sale), as shown in Exhibit "A," pursuant to the terms and conditions
contained herein.
User must first obtain express written consent from the City for any additional uses of the
City's 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 R 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.
Vendors unable to use the PMS system must match the PMS colors as
closely as possible and receive approval prior to printing. The City
logo shall not be presented in orange or against an orange
background.
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.
OFFICIAL RECORD
CITY SECRETARY
FT. V
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.
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
Cargill Meat Solutions
City of Fort Worth License Agreement 3 of 6
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.
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 Assigns.
This Agreement shall be binding upon the parties hereto and their respective
executors, administrators, legal representatives, heirs, successors and assigns,
Cargill Meat Solutions
City of Fort Worth License Agreement 5 of 6
FORT WORTH
CVAM-FS
Two Years LTA -Free
E Sleeve
Cn)
Cargill
Exhibit A
4- Chest
Item: NEW JERZEES 1/4-Zip Cadet Collar Sweatshirt
Description:
8-ounce, 50'50 cotton/poly NuBlend(); pill -resistant fleece (preshrunk)
High stitch density for a smooth printing canvas
Stylish zip -through cadet collar
Covered metal zipper for maximum print area
1 x1 rib knit cuffs with concealed seams
Double -needle coverststching on armholes and waistband
1 x1 rib knit waistband
Available in sizes S-3XL
Decoration: Embroidery — 2 logos 2 locations
Royal
Carg:II