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HomeMy WebLinkAboutContract 45033 CITY SECRETARY CONTRACT LICENSE AGREEMENT THIS AGREEMENT "Agreement" is made and entered into this day of D, Camp Bowie Blvd., Fort Worth, texas 76116, (hereinafter referred to as "User") and the City of Fort Worth, Texas (hereinafter referred to as the "City"), a h me rul MUn cipal corporation situated in Tarrant, Denton, and Wise counties, with principal place of business at 1000 T rockmorton Street, Fort Worth, Texas 76,102. 1. Use of Official C ,� o. 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 exclusive li e g e to Us er for the Use of the name and likeness s cal the City's official logo for a sterling silver coin identified as the "Molly Pendant," as shown in Exhibit "A,"' pursuant to the terms and conditions contained herein. User must first obtain express wr tten conw ent fro n 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 a.rtwor k, which rights shell remain exclusively with the City. In the event the logo will be reproduced in color, .User acrees to use the City logo according to the following specifications, • Cn nr Consistently accurate to color is achieved in print: by using the PantoneOP, Matching System or PMS. The words Fort Worth" must be printed in P S 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 PAS colors a closely as possible and receive areal prior to printin,(,Y. The Ci 1: logo shall not I)e presented in orange or against an grange: Single Color: A one-color printing of the lags is permitted on single. color publications. i f material is printed in two or three colors that are not the specified logo c olors, the logo must appear in a single color, preferably black. OFFICIAL RECORD :rFFICIA CITY SECRETARY RECEIVED OCT o L I FTe' WORTH 0 TX Sl*ze,, User shall not redraw, typeset or otherwise electronically alter the logo in any way. Enlarging or reducingthe to size must be done proportionately. • Statement of Use: User shall 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: "'City of Fort Worth logo used with permission.111 • Logo. All uses of the logo shall be proximate to the words, Fort Worthl and shall include the @ symbol to indicate that the official logo is protected by federal trademark laws, unless it is impractical to do so or the City otherwise agrees, that it is not neces,sary to use the symbot If User wishes to modify or change the artwork in any manner, User must obtain the City's consent in writing prior to modifying or changing any artwork and/or promotional materials. 3. Ten-n., The term of this Agreement shall be for one (1) year from the time of full and complete, execution. Upon request by the User, the City Manager may renew the Agreement for an additional one (1) year term. 4. Ter-mination. Either party may terminate this Agreement without cause by p�rolviding thirty (3,0) days written notice to the other. Termination for cause shall be effective immediately (unless otherwise stated) upon receipt of such notice. Upon termination, User shall have no claim to reimbursement of any cost or materials User may have related to User's license to use the City to 5. Q ri .ht and Imaqe Protection. User, its respective designees or assignees, shall not use any designated marks, to or copyrights of the City or sell, transfer, or give any original prints or reproductions for circulation and/or publication for use by a third party. H wever, a third party may reproduce such logo if reproduction is for marketing or promotional purposes on behalf of''User. Nor shall 'Useruse such logo in any manner that reflects unfavorably upon, the good name, goodwill, reputation., or image of the City. User I its respective designees, or assignees., shall not use any designated marks. or copyrights, in any manner that would Ridglea Watch and Jewelry,Repair,Inc. City of Fort Worth License Agreement 2 of 6 C� 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 the City shall be incorporated into a common graphic or be as,soclated with third party trade names or marks, except as agreed upon by the City. User, its respective designees or assignees, may not use any of the designated marks or copyrights of the City or authorize such use on any World Wide Web site or on any other on-line site, except as specifically approved by the City. For purposes of this Agreement, User may depict the Molly Pendant on any website maintained by User along with the following statement-, ''produced and marketed independently of the City of Fort Worth, but used with permission.71 6. Federal S:qpyriglit 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,. C'ity expressly assumes no obligations, implied or otherwise, regardinc, 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 liTirnediately 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, Ridatea Watch and Jewelry Repair, Inc. C City of Fort Worth License Agreement 3 of 6 and shall indemnify and hold the City hariTfless 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 fasp n-file, or deposited in a regularly maintained receptacle for United States mail and sent certified or registered mail, postage prepaid. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid and addressed to: USER;.. Rid ea Watch & Jewelry Repair, Inc., Z: Attn.-, Cindy Warren, General Maj, alter 6387 D Camp Bowie Blvd. Fort Worth, Texas 76116 CITY OF FORT WORTH- Office of the City Manager City of Fort, Worth 1000 Throckmorton Street Fort Worth, Texas 76],02 With cM to., City Attorney City of Fort Worth 1000 Th rock.mo,t-ton Street Fort Worth, Texas 761012 t 0. rarag,Mh HeadiMs. The paragraph headings contained herein are for the convenience in reference Z::� and are not intended to define, or limit the scope of any provision of this Agreement. Entire A Freer nent. This Agreement contains the entire agreernent 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. Ridglea Watch and Jewelry Repair, Inc. City of Fort Worth License Agreement 4 of 6 12. Modification. This Agreement may not be modified or amended except in writing, signed by City and User. 13, This Agreement has been executed and delivered in, the State of Texas. This: Agreement will, 'be govemed 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, 'f1l exas, or the United States District Court for the Northern District of Texas, Fort Worth Division. 14. Inquendent Contractor. User shall perform all work and services herCLInder 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 sballbe 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 super,ior has no application as between the City and User,. 15. Waiver, The failure, of a party to seek redress for the vio,lation of or to insist on strict performance of any pro�vision 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 sarne or a similar violation, regardless of such party's prior knowledge- or lack of knowledge., 16. Severability. The provi.sions 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 co urt of competent jurisdiction to be invalid or unconstitutional for any t ea Watch and Jewelry Repair,Inc. City of Fort Worth License Acrreetiient 5 of 6 t) reason, the remainder of this Agreement and the application, of such word, phrase, clause, sentence, paragraph, section, of other part of this Agreement to other persons, or circurnstances 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 Alssw-ns. This Agreernent, shall 'be binding upon the parties hereto and their respective executors, administrators,, legal representatives, heirs, successors and assigns, and shall inure to the benefit of the parties, hereto and their respective executors, administrators, legal representatives, heirs,, successors and assigns. 18. No Third-Paily Beneficiaries,., "I"his, Agreement 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 Agreement. Each party hereto shall be solely responsible for the fulfillment of 'its own contracts or cot"Timitmetits. IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as, of the date first abloIve writteii. EXECU""I"ED on this the day of 201�3�. CITY OF FORT WORTH NAME OF USER 6erles W-ED)aniels Cindy- Wart OR,r - Assistant City Manager Gen,e-i al M anager 11 0 1 ATI"EST: AITTE.-SI wow 0I ar J. Kayser ,City Secretary Corporate Secretary/Witness, APPROVED S TO F RM AND LEGALITY Maleshia W"Fari-ner ,Sr. Assistant City Attorney IqO AMC R14:QUIRED ......... ............... JUEEMIAL J&C!�.QRD Riderlea Watch and Jewelry Repair,Inc. CITY SECRETARY City f'Fart Worth License Agreenient 6 of 6 FTw WORT H1,TX r l/ r i I r Alm YI�J Jf i R m i w as m yr �v" iyr e 1Di o nA Y r wiuvfw� a4, mi poi f 7nuraua+ru�o.�!rwr`I w�iaiin�w/ �r�� l''