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Home My WebLink AboutRES 07-302 RESOLUTION NO. 07-302 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the City Manager be and he is hereby authorized to execute a License Agreement, substantially in the form attached hereto as Exhibit "A," with Mattel, Inc., for the use of Beaumont Fire/Rescue Services logos,emblems, icons, names and likenesses on its die- cast and plastic toy vehicles. PASSED BY THE CITY COUNCIL of the City of Beaumont this the 2nd day of October, 2007. BMOC 11 AW Ir 1 V um low Mayor Pro Tern Audwin Samuel - Ill�sb� ��= LICENSE AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of the 28`h day of June, 2007 (the "Effective Date") by and between The City of Beaumont, Texas, having its principal office at 801 Main Street (P.O. Box 3827), Beaumont, TX 77704 (hereinafter referred to as "LICENSOR") and Mattel, Inc., a corporation organized under the laws of the State of Delaware, having its principal office at 333 Continental Boulevard, El Segundo, CA 90245-5012 (hereinafter referred to as "MATTEL"). WITNESSETH.- WHEREAS, MATTEL is engaged in the business of manufacturing and selling toys and games and other consumer products; and WHEREAS, MATTEL desires to use certain of LICENSOR'S logos, emblems, icons, names and/or other visual representations of Beaumont Fire/Rescue Services in the manufacturing and distribution of MATTEL'S products, and WHEREAS, LICENSOR desires to license and/or authorize MATTEL to use the logos, emblems, icons, names and/or other visual representations of Beaumont Fire/Rescue Services in the manufacturing and distribution of MATTEL'S products under the terms set forth in this Agreement. NOW, THEREFORE,for and in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, it is hereby agreed as follows: 1. LICENSOR hereby ants to MATTEL a y non-exclusive g s e r oyalty-free worldwide license to use the trademarks, tradenames, copyrights, designs, logos, emblems, icons, names and likenesses including names, accessories and other visual or identifying representations, if any, associated with the Beaumont Fire/Rescue Services (hereinafter referred to as the "LICENSED PROPERTY") in conjunction with the manufacture, marketing, distribution, promotion and sale of all scales die-cast and/or plastic toy vehicles (motorized or non-motorized), related playsets and accessories, battery powered ride-ons, non-powered ride-ons and Shake `n go products (hereinafter referred to as the "LICENSED PRODUCTS"). The rights granted herein shall apply to all channels of distribution, including without limitation, direct marketing to consumers, the Internet and online marketing and sale. 333 Continental Boulevard,El Segundo,90245-5012 Telephone 310 252 2000 EXHIBIT "A" t. 2. This Agreement shall become effective on the date first written above and shall continue in effect for a term expiring on December 31, 2010. MATTEL, in its sole discretion, shall have the option to renew this Agreement for two additional one-year periods, by written notice given to LICENSOR at least sixty(60) days prior to the expiration of the then current term. 3. MATTEL shall have no duty to manufacture and/or sell any LICENSED PRODUCTS or to otherwise exploit the rights granted herein. 4. In the event that MATTEL does manufacture LICENSED PRODUCTS, then, in full consideration for the rights granted to MATTEL hereunder, MATTEL agrees to furnish LICENSOR with twelve (12) units of each of such LICENSED PRODUCTS, except one (1) sample of any ride-on vehicle LICENSED PRODUCT, at no charge, shipping and handling included. MATTEL shall not be required to furnish to LICENSOR units of any SKU (Stock-keeping Unit, the identification number assigned to individual products) of any LICENSED PRODUCTS unless MATTEL has completed a full and final production run for such SKU. No inadvertent failure of MATTEL to provide any such LICENSED PRODUCTS to LICENSOR shall be deemed a breach of this Agreement, provided that, to the extent reasonably possible and provided that such LICENSED PRODUCTS are currently being manufactured, MATTEL shall retrospectively provide such LICENSED PRODUCTS upon notice from LICENSOR of MATTEL'S failure to do so. 5. MATTEL agrees that the LICENSED PRODUCTS shall be of a standard of quality as high as that of other similar MATTEL products as of the date of this Agreement. 6. In the event that MATTEL does manufacture LICENSED PRODUCTS, then MATTEL shall submit to LICENSOR electronic "e-sheet" (e.g. jpeg) samples of each LICENSED PRODUCT (including packaging and artwork) for approval. LICENSOR shall have ten (10) business days to approve or disapprove the electronic "e-sheet" samples, which LICENSOR shall not unreasonably delay. In any event, the failure by LICENSOR to provide written approval/disapproval within ten (10) business days shall be deemed approved. Upon request and subject to availability and in reasonable quantities, LICENSOR shall have the right to purchase additional quantities of the LICENSED PRODUCTS from MATTEL at MATTEL'S best wholesale price. 7. MATTEL and its subsidiaries may sublicense or assign among themselves and to their subsidiaries the rights to manufacture, import, distribute and sell the LICENSED PRODUCT. MATTEL shall remain directly and primarily obligated under all the provisions of this Agreement and any default of this Agreement by its subsidiaries shall be deemed a default by MATTEL hereunder. 8. In addition to the other rights licensed to MATTEL herein, LICENSOR herein grants to MATTEL the right to use the name, nickname, likenesses and visual or identifying representations of the LICENSED PROPERTY in connection with the marketing and sale of the LICENSED PRODUCTS, including in advertising, selling, packaging and promotional and publicity materials relating to the LICENSED PRODUCTS. 2 9. MATTEL acknowledges that nothing contained in this Agreement is intended as an assignment or grant to MATTEL of any right, title or interest in or to the LICENSED PROPERTY or the goodwill attached thereto. 10. LICENSOR shall at all times remain the owner of any and all of the LICENSED PROPERTY created by LICENSOR and used by MATTEL in connection with the LICENSED PRODUCTS. MATTEL shall own all intellectual property rights embodied in the LICENSED PRODUCTS excluding the LICENSED PROPERTY. 11. MATTEL agrees to affix a legal notice on the packaging and other materials that incorporate the LICENSED PROPERTY in order to denote LICENSOR's trademark and/or copyright in materials that incorporate the LICENSED PROPERTY. The legal notice when used on the LICENSED PRODUCTS may be abbreviated in accordance with legal requirements and as space permits. Subject to LICENSOR's exclusive rights to the LICENSED PROPERTY, MATTEL is expressly permitted to apply to the LICENSED PRODUCTS any trademarks, artwork and designs that it selects and to apply appropriate patent,trademark and/or copyright notices. All such trademark and copyright notices shall be in the name of MATTEL, subject to the LICENSOR's exclusive rights to the LICENSED PROPERTY. 12. LICENSOR represents and warrants to MATTEL that, to the best of LICENSOR'S knowledge, it has the full power and authority to enter into this Agreement. 13. MATTEL agrees to indemnify LICENSOR against all third party claims arising out of its marketing or sale of the LICENSED PRODUCTS, including claims for personal injury, except that LICENSOR shall be solely responsible for any claims based upon use of the LICENSED PROPERTY as permitted by this Agreement. MATTEL shall have the right to control the defense and settlement of any such third party claims. 14. Either party may terminate this Agreement in the event that the other party materially breaches the terms of this Agreement or any of the warranties or representations made herein, provided that the non-breaching party provides the breaching party with written notice of such default and sixty (60) days within which to remove or cure such default. If there is no removal or cure of the default within such period, the Agreement may then be immediately terminated by the non-breaching party. 15. Upon expiration or earlier termination of this Agreement, MATTEL agrees to discontinue all use of the LICENSED PROPERTY, except that MATTEL shall continue to have the right to sell off all existing inventory bearing the LICENSED PROPERTY, whether completed or in the process of manufacture, for a period of six (6) months after expiration or early termination. 16. All notices wherever required in this Agreement shall be in writing and sent by facsimile, certified mail or overnight delivery and shall be deemed given when sent or mailed. 17. If any provisions of this Agreement are for any reason declared to be invalid, the validity of the remaining provisions shall not be affected thereby. 18. This Agreement and each and every one of its provisions shall be interpreted under the laws of the State of California. 3 19. This Agreement represents and expresses the entire agreement of the parties and supersedes all prior agreements, representations and understandings (whether written or oral) between the parties concerning the subject matter hereof. An amendment or modification of a term or condition of this Agreement must be in writing duly executed by both parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. MATTEL, INC. THE CITY OF BEAUMONT, TEXAS By: _ By: Print Name: Print Name: Title: Title: Date: Date: 4