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HomeMy WebLinkAboutContract 59937FORT WORrHII`4� CSC No.59937 SPORTS LICENSE AGREEMENT This License Agreement ("Agreement") is made and entered into by and between Hell's Half Acre Stadium Goods (hereinafter referred to as "User") and FW Sports Authority, Inc. (hereinafter referred to as "FWSA"), a non-profit corporation situated in Tarrant County. 1. Use of FWSA Logos. FWSA, for the good and valuable consideration of a user fee of twenty dollars ($20.00), hereby grants a limited, non -transferable and non-exclusive license to User for the use of the official Fort Worth Cats and LaGrave Field logos and word marks (as shown in Exhibit "A") (collectively "FWSA Logos") for print and resale on t-shirts, baseball caps, and pennants pursuant to the terms and conditions contained herein. User agrees to sell any products produced under this Agreement to FWSA at cost for future, direct sale by FWSA. The retail price for products purchased from User will remain consistent with the retail prices utilized by User and will not vary by more than 20%. User must first obtain express written consent from FWSA for any additional uses of the FWSA word marks and logos. 2. Specifications User acknowledges that by virtue of this Agreement, User acquires only the right to use the FWSA Logos as described herein, and does not acquire any rights of ownership in the licensed works, which rights will remain exclusively with FWSA. Furthermore, User agrees to use the FWSA Logos according to the following specifications: User will 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 will include the following statement on all products or product information if not feasible on the product and at all times on products that are made with or on paper: "FW Sports Authority, Inc. logo used with permission." If User wishes to modify or change the licensed artworks in any manner, User must obtain the FWSA's consent in writing prior to modifying or changing any artwork. 3. Term The term of this Agreement will be for one (1) year from the time of full and complete execution. Upon request by the User, FWSA may renew the Agreement for an additional one (1) year term. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 4. Termination Either Party may terminate this Agreement at any time and for any reason by providing thirty (30) days written notice of termination. Termination for cause will be effective immediately (unless otherwise stated) upon receipt of such notice. Upon termination, User will have no claim to reimbursement of any costs or materials User may have related to User's license to use the FWSA Logos. 5. Copvright and Image Protection User, its respective designees or assignees, will not use any designated marks, logo or copyrights of FWSA or sell, transfer, or give any original prints or reproductions for circulation and/or publication for use by a third party. Nor will User use such logo in any manner that reflects unfavorably upon the good name, goodwill, reputation, or image of FWSA or the City of Fort Worth. User, its respective designees or assignees, will 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 FWSA will be incorporated into a common graphic or be associated with third party trade names or marks, except as agreed upon by FWSA. User, its respective designees or assignees, will not use any of the designated marks or copyrights of FWSA or authorize such use on any online site, except as specifically approved by FWSA. 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. FWSA expressly assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or financial obligations. FWSA 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 will immediately cease and desist its use of the FWSA Logos upon notice of any violation of State or Federal Copyright Laws and any other regulation. IT IS FURTHER AGREED THAT USER WILL RELEASE, DEFEND, INDEMNIFY AND HOLD FWSA 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. FWSA expressly assumes no obligation to review or obtain appropriate licensing and all such licensing will be the exclusive obligation of User. 7. General Release and Indemnification USER WILL RELEASE, DEFEND, INDEMNIFY AND HOLD FWSA HARMLESS FOR ANY AND ALL CLAIMS ARISING OUT OF USER'S USE OF THE FWSA LOGOS. 8. Content of Material Published or Merchandise Imprinted FWSA assumes no responsibility or liability with respect to the content of any material published or quality of merchandise branded by User. User will be responsible for all such content, and will indemnify and hold FWSA harmless with respect to such content and use. 9. Notices Unless otherwise provided, notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other Party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other Party by United States Mail, registered, return receipt requested, addressed as follows: USER: Steven Stults, Owner Hell's Half Acre Stadium Goods 7105 Canyon Ct. Fort Worth, TX 76137 817-307-9667 FWSA: Office of the City Manager City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 With conv to: City Attorney City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 10. 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. 11. Modification This Agreement may not be modified or amended except in writing, signed by FWSA and User. 12. Governing Law 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. 01 13. Independent Contractor User will perform all work and services hereunder as an independent contractor, and not as an officer, agent, servant or employee of FWSA. User will have exclusive control of, and the exclusive right to control the details of the work performed hereunder, and all persons performing same, and will be solely responsible for the acts and omissions of its officers, agents, employees and subcontractors. Nothing herein will be construed as creating a partnership or joint venture between FWSA and User, its officers, agents, employees and subcontractors, and the doctrine of respondent superior has no application as between FWSA and User. 14. 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 will 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. 15. 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 will not be affected thereby and this Agreement will be construed as if such invalid or unconstitutional portion had never been contained therein. 16. Successors and Assigns This Agreement will be binding upon the parties hereto and their respective executors, administrators, legal representatives, heirs, successors and assigns, and will inure to the benefit of the Parties hereto and their respective executors, administrators, legal representatives, heirs, successors and assigns. 17. No Third -Party Beneficiaries This Agreement will inure only to the benefit of the Parties hereto and third persons not privy hereto will not, in any form or manner, be considered a third -party beneficiary of this Agreement. Each Party hereto will be solely responsible for the fulfillment of its own contracts or commitments. 18. Signature Authoritv The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective Party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. Each Party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 4 FWSA/CITY OF FORT WORTH: By: William Johnson (A 17, 202310:31 CDT) Name: William Johnson Title: Assistant City Manager Date APPROVAL RECOMMENDED: By: Name: Michael E. Crum Title: Director, Public Events oovvapR ATTEST: p�FORr*no���P Pao o=P �o a°nu��z 454q� By: Name: Jannette Goodall Title: City Secretary USER: Hell's Half Acre Stadium Goods By: Name: Steven Stults Title: Owner Date: 8/15/2023 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: 4MWAa-1IF"442i- Name: Andra Bennett Title: Communications Coordinator APPROVED AS TO FORM AND LEGALITY: By: _ Name: Jessika Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: NA Form 1295: NA OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 5 FORT WORTH SPORTS EXHIBIT A HELL'S HALF ACRE STADIUM GOODS USAGE OF FORT WORTH CATS AND LAGRAVE FIELD WORD MARKS AND LOGOS FpR� viOR[H , �pRT r% Pantone Colors for Cats: Pantone 485C Red Pantone 2728C Blue LaGrave Field only in Black or White.