HomeMy WebLinkAboutContract 43814 CITY SECR Tj4RY
CONTRACT A10
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LICENSE AGREEMENT FOR TAKE ME FISHINGTM
Recreational Boating and Fishing Foundation, a non-profit organization doing business at
Soo Montgomery St., Suite 300, Alexandria, VA 22314 (hereinafter"Licensor"), and The City
of Fort worth, a home-rule municipal corporation of The State of Texas, doing business at
1 000 Throckmorton Street, Fort worth, TX 76102 (hereinafter"Licensee"), enter into this License
Agreement as of the date set forth below.
NOW, THEREFORE, in consideration of the foregoing and the terms, covenants, and
conditions set forth below,the parties agree as follows:
DEFINITIONS
1. "TAKE ME FISHING Marks)"as used herein shall mean the Take Me Fishing logo;the
Take Me Fishing logo with call to action; the Take Me Fishing logo with web address;the Take Me
Fishing logo with rational Fishing & Boating Week tag line; and/or the Take Me Fishing logo with
.org, namely takemefishing.org (stylized), all shown below:
61 TAKE ME FISHING
TAKE ME FISH I N G`
TAKE ME FISHING`
TAKE ME FISHING`
takemef"#shing.org
10 TAKE ME FISHINV
TAKE ME FISHING
fttiona#FisAing&Boating Wvrk jo- ' _t;,,e
2. . f.'Goods and Services" as used herein shall refer to advertising and marketing materials produced and used
by or for the Licensee from the date this License Agreement is fully executed through the date on which the
License Agreement expires for the purpose of promoting awareness of and participation in events and programs
offered by the Licensee that are designed to foster in members of the public, particularly children an awareness
of and interest in recreational fishing in and around the City of Fort Worth.
OFFICIAL RECORD
{Above please specify the item on which the mark will appear and the duration of use--starting and endin d tftSECRETARY
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L; ' FTC WORTH,TX
RIGHTS GRANTED
3. Licensor grants Licensee a non-exclusive license to use the TAKE ME FISHING Mark(s)
in connection with the Goods and Services defined in paragraph 2.
4. Licensee recognizes that Licensor is the sole and exclusive owner of all right, title, and
interest in and to the TAKE ME FISHING Mark(s). All use of the TAKE ME FISHING Mark(s)
shall inure to the benefit of Licensor. Licensee, by this License Agreement or by use of the TAKE
ME FISHING Mark(s), shall acquire no right, title,or interest in or to the TAKE ME FISHING
Mark(s) or the goodwill associated therewith.
5. Licensee agrees not to contest, challenge, or attack Licensor's rights in the TAKE ME
FISHING Mark(s) or the validity of this License Agreement.
6. Licensee agrees to comply with the appropriate guidelines for proper use of the TAKE
ME FISHING Mark(s) attached as Exhibit A.
7. Licensee will use the TAKE ME FISHING Mark(s) only in connection with the sale,
distribution, and promotion of the Goods and Services as identified in Paragraph 2.
QUALITY CONTROL
8. Licensee agrees to offer any goods or services under the TAKE ME FISHING Mark(s) in
full accord with all applicable national, state, local, and other laws and regulations.
9. Licensee agrees to use the TAKE ME FISHING Mark(s) only in connection with the sale,
promotion, and distribution of Goods and Services related to the promotion of recreational boating
and fishing and to maintain the quality of such Goods and Services at a level at least as high as the
current acceptable standards of quality prevailing in the boating, fishing, and conservation
industries.
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10. To ensure that Licensee exercises proper quality control over the goods and services it
offers under the TAKE ME FISHING Marks), Licensee shall provide to Licensor, on an annual
basis, representative samples of Licensee's products, labeling, and advertising using the TAKE ME
FISHING Mark(s) in connection with such goods and services. Representative samples must be
submitted electronically along with the application for the license agreement, and then electronically
through Licensor's website each year thereafter.
11. To the extent allowed by law, Licensee shall indemnify and hold Licensor, its affiliates,
subsidiaries, agents, and assignees harmless from any liability, loss, damage, or expense (including
reasonable attorney's fees and court costs) incurred through third-party claims relating to Licensee's
Goods or Services offered or sold under the TAKE ME FISHING Mark(s) or advertising of the Goods
or Services offered or sold under the TAKE ME FISHING Mark(s) throughout the term of this License
Agreement. Nothing contained herein shall ever be construed so as to require Licensee to create a
sinking fund or to assess, levy, and collect any tax to fund its obligations under this paragraph.
TERMINATION
12. This License Agreement is entered into for a period of three (3) years. After the
expiration of this License Agreement, the parties are free to negotiate a new agreement.
13. In the event that the United States Fish and Wildlife Service (USFWS) elects to dissolve
the Licensor, all ownership and Licensor rights to the TAKE ME FISHING Mark(s)will revert to the
USFWS. In this instance, the License Agreement between the Licensee and Licensor will terminate. A
subsequent license agreement will need to be negotiated between the Licensee and the USFWS.
14. Licensor may terminate this License Agreement upon thirty days written notice to
Licensee in the event of a breach of a material provision of this License Agreement, provided that
Licensee fails to cure the breach during that thirty day notice period. Failure to maintain such
minimum quality set forth in Paragraphs 8 and 9 above shall be grounds for termination of this
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License Agreement. Such termination shall not relieve Licensee, or any of its subsidiaries or
affiliates, of liability for any damages suffered by Licensor as a consequence of such failure.
15. Immediately upon termination or expiration of this License Agreement, Licensee shall
cease all use of the TAKE ME FISHING Marks), and Licensee shall destroy all remaining tags,
labels, containers, packaging, advertising, promotional, and display materials displaying the TAKE
ME FISHING Marks).
PROTECTION OF MARKS
16. Licensee shall promptly notify Licensor of any claim, demand, or cause of action based
upon or arising from any third-party unauthorized use of the TAKE ME FISHING Mark(s) or any
confusingly similar mark.
17. Licensee has no rights to enforce the TAKE ME FISHING Marks), create derivative
marks, or register domain names consisting of the TAKE ME FISHING Mark(s). It is solely
Licensor's option to enforce its rights in connection with the TAKE ME FISHING Mark(s).
18. Licensor has the sole right to register the TAKE ME FISHING Marks), and any other
marks incorporating features of the TAKE ME FISHING Marks), with the U.S. Patent and
Trademark Office or any other trademark authority, and Licensor has the sole right to register any
domain names encompassing the TAKE ME FISHING Mark(s).
MISCELLANEOUS
19. Licensee may assign its rights and obligations under this License Agreement only with
the prior, express,written consent of Licensor.
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20. Nothing contained in this License Agreement shall be construed to place the parties in the
relationship of partners,joint venturers, or agents, one for the other, and neither party shall have the
power to obligate or bind the other in any manner whatsoever.
21. This License Agreement is binding on the parties hereto,their subsidiaries,divisions, and
all those acting in concert or participation with them or under their direction or control.
22.No failure or delay by either party to this License Agreement at any time to enforce any
provision of this License Agreement or exercise any rights or remedies in this License Agreement
shall be construed as a waiver or relinquishment of any such provision, right or remedy; and the
License Agreement and all of its provisions shall remain in full force and effect notwithstanding any
such failure or delay.
23.No amendment or modification to this License Agreement shall be valid or binding upon
the parties unless made in writing and signed by both parties. This License Agreement embodies the
entire understanding of the parties with respect to its subject matter and merges all prior discussions
between them, and neither of the parties shall be bound by any conditions, definitions, warranties,
understandings, or representations with respect to the subject of this License Agreement.
24. This License Agreement may be signed using one or more counterparts, each of which
when signed shall be deemed to be an original and all of which when taken together shall constitute
one and the same agreement. This License Agreement shall be enforceable upon the exchange of
facsimile signatures and shall be effective only upon Licensor's written approval.
IN WITNESS WHEREOF, each of the parties has caused this License Agreement to be
executed by its duly authorized representative on the dates set forth below:
RECREATIONAL BOATING AND FISHING CITY OF FORT WORTH
FOUNDATION
Licensor(RBFF)authorized representative Licensee authorized representative
By: By:
L)
Title: Title: Assistant City Manager
Date: �J� �� Date: (o
Licensee Contact Information
First Name: Sheri
Last Name: Endsley
Company: City of Fort Worth
Title: District Superintndent Southwest Region
Department: Parks and Community Services Department
Email: endsley.sheri @fortworthtexas.gov
Address l: 4200 South Freeway Suite 2200
Address 2:
City: Fort Worth State: TX Zip Code: 76115
Phone: 817.392.5726 Fax:817.392.5736
Please indicate your organization type:
Q State Agency Q Marina,Outfitter, etc
Q Federal Agency E)Education Organization
Q Boat& Equipment Q Conservation Organization
0 Manufacturer Q Club
0 Boating Retailer ()Media
C)Fishing Manufacturer Q Fishing Guide/Charter
QFishing Retailer Q Pro Angler/Fishing Personality
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APPROVED AS TO FORM AND LEGALITY:
er allach, Assistant City Attorney
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OFFICIAL RECORD
' CITY SECRETARY
FNO-M&C REQUIRED � pT.WORTH,TX
Exhibit A
TAKE ME FISHING
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k
TtwTakeMeFshing'logoestabIshesabrandidentityfortfianational
autreacficampaign producedtosupporttheRetreational Boating&
fishing Foundatioft(ROFF)misAan of lncmasing participation in
rec !boating and ing,
if�er�tior�lc�gnpeiignissricfioredbyCha'1�1ae1kAen3hing'brand grid
tF�no.�bei�icq+AOwMyap�omo�ett+ebran+di fimaughaar109ptenam
vfthelogauConsia�nt ustb����liority�riththebrand�lpsM
fleinfaroe t and,thy,pnavkles brand integrity. } ,
RBff oilers its staicetoldem a ropliy-free,nofreWus3ve
1kensetouseti*T*eMefisfiing"IogaTot*"dvantagevfthe
vwwFw*vQmvm19 "l%nJV mmm"411
n!mstreMewand pttfielioensingtermssetfortfibyR6FF.Tfie .
%xmingtorms,whkhir4wpoyatoftTak*M*Fishng a usage
9uirl earlesar+e� '�rtMtp�tlM�wwxbff.�oryliad�slr�g,Fa11�a
abickl�r the�lioet�singc�onj@itfdt�sancNogau�ageguide'IM�+rii�
res+ft in re,rocation of to lorift
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ortiactronitfiks=ybmbmitbedelectronicallyadongwitfi
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if you have any questions concerning the Take Me Fishing`logo
or bgo usage guic*lkes,please contact the OFF MarWng
Dwartment at 7035194=3
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General Guidelines
Th"ul iresaiein%RMrWAC topmvWetheuwtsuleholde rwithamplefletibilt rvF e
pr*Adi rig the 9 rap hic oonsisancy, as ry lo rnaintal n brand ln"rtt .
ThaTake Ma Ftshir " is m8able in seal versions for print and Web um
•Tale Me Fishi n 'only Utacked or horizontal)
•Take a FishirW with Web URL address
•Take Me Fishi rW with Natlonal%K1 ng&Fishl ng VkH*tagl ire
TheTa eMef shlng'lop musUhv sbe di iththe'symboi Cfa eFishing' Sft
thmbsaque rr ar�npk0helou ho vshop'lo #s�fi r thara
a ie two-color venor and motor loos available Wwn ra uimd
The logo must nmr be disixted for altered in any rmnnar.
COLOR
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PLACEMENT AND SIZE
TAn ,E fiswwG" E The Take Ala Rshing'logo a ays m%ds horizonta Ily.
P ICO,vq Wert &Thelogolsnotln tiobalrxorporaWirwothargraphl (e4;�tinsidasnipasor
strrburs ,etc)
INCH *TheTakeMeFlsN 'ogo nbe u d inconjur lonwkhoth rkgwlnc&op usdcmThe
TGIF logo should be no lass than Hof the size of any rer b"being usecL
•Thalc isir d��,The la a qui lan�199w9 t
`thaTW tact.Ply be sure ftt all o4*rgraphi:s and/ort +t is outddefts mar
*WhonLodin *w mpdsaat w"25%cftlw%;Au,v
for no than thrft tends
AN applicable pdnt restdcdons apply to broadcast as Ali.
AAK* /w�i iA* A,AAA. '1D arIRr A.i iiii'4 you have any questions
* wwraww ►warwww�, siwwwf+
conceming the Take Me Fishin
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— "`h�ejght&A
of F x logo please contact
TAKE frnllE FISH t
the RBFF MarkOng Depa ent
takemerishing-arg uir fr sp"
at 703.519DO13.
s j+•Ir 1R +A iM lAw wwM d4klk i*Aw f w wx iM lA I wIR
■, .i A w:#i nil+i R k'A A w IR++ $
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PRIMARYTAKE ME FISHING " LOGOS - PHOTOSHOP"
+ NATIONAL FISHING & BOATING WEEK TAGLINE
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SECONDARYTAKE JOIE FISHING"m LOGOS - ILLUSTRATOR'"
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