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Home My WebLink AboutContract 46867 9j A, G � x`22 X015 CITY SECRETAW r _m9a CONTRACT NO,— LU F0� CS�GR ASSIGNMENT AGREEMENT Jl vl o y „ ._ is Assignment Agreement ("Assignment") is entered into as of the day of , 2015, d between Charles Products, Inc. ("Assignor"), whose principal place of business is located at 12290 Wilkins Aven, Rockville, MD, 20852,and the City of Fort Worth ("City" or"Assignee"), whose principal place of business is located at 1000 Throckmorton Street, Fort Worth,Texas 76102, individually referred to herein as a"Party"and collectively referred to herein as the"Parties." RECITALS WHEREAS, in 2004, Assignor created the image and logo for the Log Cabin Village, Fort Worth,Texas, for the City of Fort Worth, such image described as a stylized line drawing of Shaw Cabin located at Log Cabin Village with a water wheel on the right side of the cabin; the water swirl under the water wheel symbolizes water movement; with "Log Cabin Village" written underneath the cabin; and "Fort Worth - Texas" written underneath the words "Log Cabin Village," hereafter referred to as the "Work," and depicted in Exhibit "All which is attached hereto and incorporated into this Assignment; and WHEREAS, since creation of the Work, with the permission of Assignor, Assignee, through its Parks and Community Services Department, has utilized the Work to identify the Log Cabin Village in Fort Worth, Texas ("The Log Cabin Village") in various aspects of commerce including on its website, printed on novelty items such as hats, backpacks,coffee mugs, books, and many other promotional items. Further, The Log Cabin Village has been recognized with numerous accolades and awards for the best Historical Attraction in the local area;and WHEREAS, Log Cabin Heritage Foundation (the "Foundation"), a non-profit organization formed to support The Log Cabin Village, has provided the monetary support to the City of Fort Worth to purchase the rights to the Work for the City;and WHEREAS,Assignor has previously retained all ownership rights,title and interest in and to the Work,and now wishes to transfer all rights,title and interest in and to the Work to Assignee. NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged,the Parties hereby agree as follows: Section 1. INCORPORATION. The recitals and exhibit(s)set forth above are true and correct and form the basis of this Assignment and are incorporated herein as a part of this Assignment. Section 2. EFFECTIVE DATE. This Assignment shall be effective upon the last date executed by both Parties("Effective Date'). Section 3. ASSIGNMENT Assignor hereby irrevocably assigns and transfers all exclusive rights of ownership, title, and interest in and to the Work to Assignee. Assignee hereby accepts the foregoing Assignment. The Parties agree that Assignee shall be the sole and exclusive owner of the Work, and all copies thereof, of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work, whether in the United Assignment of Rights to Log Cabin Village Logo -- --- Charles Products,Inc.to City of Fort Worth Page I of OFFICIAL. k EGORD CITY SECRETARY FT. WORTH, TX States or any other country, territory or jurisdiction, that Assignor may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of Assignor. Ownership of the Work shall inure to the benefit of Assignee from the date of conception, creation or fixation of the Work in a tangible medium of expression (whichever occurs first). Assignor hereby certifies that the Work is an original creation of Assignor, and that Assignor has the right to transfer ownership and title in and to the Work to Assignee, and that neither of Assignor's subcontractors, employees, officers, directors, agents, representatives or consultants who performed any services related to the Work have gained, obtained, or retained any ownership rights in the Work. Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights").To the extent such Moral Rights cannot be assigned under applicable laws, rules and regulations and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, Assignor hereby waives such Moral Rights. Assignor acknowledges the receipt of equitable compensation for this assignment and waiver of such Moral Rights. Assignee shall have unrestricted ownership rights in the Work and shall have the exclusive right to copy, license, assign, sell, publicly distribute, or display the Work in Assignee's sole discretion. Assignor shall retain no rights of ownership in the Work.The Parties will cooperate with each other and execute such other documents as may be appropriate to achieve the objectives in this Section. Section 4. INDEMNIFICATION. Assignor shall fully indemnify and hold Assignee, its officers, directors, employees, contractors, agents. or representatives (collectively referred to in this section as the "Indemnified Parties") barmless from any and all actions, causes of action, claims, demands, costs, liabilities, losses, expenses, including but not limited to, reasonable attorney's fees and court c sts, vast, present or future, k1lown or unknown, foreseen or unforeseen, which they may have, now or in the future, against Anignee, whether in contract, tort, or other legal theory, relating to, arising out of or in connection with the Indemnified Parties' use of the Work. 5. ADDITIONAL PROVISIONS, 5.1 Notice. Any notice or communication required or permitted by this Assignment shall be deemed sufficiently given if in writing and when delivered personally or 3 days after deposit with a receipted commercial courier service or the U.S. Postal Service as registered or certified mail, postage prepaid, and addressed to each Party. 5.2 GoverningLaw aw and Venue. The validity, construction and performance of this Assignment and all disputes between the Parties arising out of this Assignment shall be governed by the law, without regard to the law as to choice or conflict of laws, of the State of Texas. Venue for any action arising under this Assignment shall be in the state courts in Tarrant County, Texas or in the United States District Court for the Northern District of Texas, Fort Worth Division. 5.3 Severability. The invalidity or unenforceability of any particular provision of this Assignment shall not affect the other provisions, and this Assignment shall be construed in all respects as if any invalid or unenforceable provision were omitted. 5.4 Entire Assignment. This Assignment embodies the entire agreement and understanding between the Parties pertaining to the subject matter of this Assignment, and supersedes all prior agreements, understandings,negotiations, representations and discussions,whether verbal or written, of the Parties pertaining to that subject matter. Assignment of Rights to Log Cabin Village Logo Charles Products,Inc.to City of Fort Worth Page 2 of 4 5.5 Acknowledgement and Waiver. The Foundation joins in the execution of this Assignment solely to acknowledge payment made on behalf of the Assignee to the Assignor and to certify that the Foundation fully and forever waives and does not claim any ownership rights,title or interest in or to the Work. 5.6 A&Ithority. The Parties represent and warrant that they have the full right and legal authority necessary to enter into and execute this Assignment. ASSIGNOR: ASSIGNEE: CHARLES PRODUCTS,INC.: CITY OF FORT WORTH: By: J. By: Name: Gie^ !T. }r...►,� Sus 'A is Title: �eti�d..�1 Assistant ty M ager Date: '�/ti��S Date: 7��0`0 101� ATT �� dQ t , �a p By: 1 0 0 Name: J.Kayser,City S r $ n Title:_ g o 0 000"00ood°` . LOG CAM HERITAGE F NDATION: ex�►5 By: A tiA,�-`'� Name: +^ Title: Date: APPROVED TQ FORM AND LEGALITY: Maleshia B. armer Senior Assistant City Attolmey U Assignment of Rights to Log Cabin Village Logo OFFICIAL RECORD Charles Products.Inc.to city of Fort worth Page 3 of 4 CITY SECRETARY FT.WORTH,TX EXHIBIT"A" Assignment of Rights to Log Cabin Village Logo Charles Products,Inc.to City of Fort Worth Page 4 of 4 I WON a"Mmuft, m�c Log Cabin Village FORT WORTH ' TEXAS