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R-02-06-13-14E1 - 6/13/2002RESOLUTION NO . R -02-06-13-14E1 WHEREAS, the City of Round Rock, Texas ("City") has the exclusive right and power to use the trade name "City of Round Rock, Texas" and associated logos and taglines used in conjunction with that trade name, and WHEREAS, as part of its business operations, the City may grant others the right and license to manufacture and sell City's products and to use City's trade name and associated logos and taglines, and WHEREAS, SRI Monogramming, Inc. desires to manufacture and sell City's products and to use City's trade name and associated logos and taglines in connection with such manufacture and sale, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a License Agreement with SRI Monogramming, Inc. for the right to manufacture and sell City's products and to use City's trade name and associated logos and taglines in connection with such manufacture and sale, a copy of said agreement being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted ::ODMA\WORLDOX\O:\WDOX\RESOLUTI\R20613E1.WPD/sc upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 13th day of June, 2002. E s4‘Y y , Mayor Ma or City of Round Rock, Texas CHRISTINE R. MARTINEZ, City Secret 2 Y CITY OF ROUND ROCK LICENSE AGREEMENT WITH SRI MONOGRAMMING, INC. THIS LICENSE AGREEMENT is made and entered into on this the day of the month of , 2002 by and between the City of Round Rock, a Texas home -rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (hereinafter referred to as "City"), and SRI Monogramming, Inc., whose offices are located at 2303 County Road 172, Round Rock, Texas 78681 (hereinafter referred to as "SRI"). RECITALS: WHEREAS, City desires to contract for a merchandise fulfillment program to provide promotional items for sale to consumers, with such items containing or displaying the City of Round Rock's protected marks and copyrights; and WHEREAS, City desires to contract for SRI's assumption of responsibility for all costs of processing orders, inventory, shipping and handling such promotional items; and WHEREAS, City desires to contract for SRI's assumption of responsibility for providing a website link for approved merchandise; and WHEREAS, City intends to accomplish these objectives by the grant of a standard non- exclusive License Agreement between the City of Round Rock and SRI for the use of the protected marks and copyrights of the City of Round Rock; and WHEREAS, City and SRI desire to enter into this License Agreement to set forth in writing their respective rights, duties and obligations hereunder; NOW, THEREFORE, WITNESSETH, That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: ARTICLE 1 STATEMENT OF STATUS, BUSINESS, AND OBJECTIVES OF PARTIES Status of Licensor (City) 1.01 The City of Round Rock, Texas is a home -rule municipal corporation with power to own property and to carry on its business as it is now being conducted. O:',wdox''.CORR',2,n1',generaF.00O26176. W PD, jkg 1 1 EXHIBIT City has its principal place of business at offices located at 221 East Main Street, Round Rock, Texas 78664-5299. Business of Licensor (City) 1.02 City has the exclusive right and power to use the trade name "City of Round Rock, Texas" and associated trade names, trade slogans, trademarks, service marks, copyrights and logos used in conjunction with that trade name. As part of its business operations, City may grant others the right and license to manufacture/modify and sell City's products and to use City's trade name, trademarks, copyrights and logos in connection with the manufacture/modification and sale of products. Status of Licensee (SRI) 1.03 Licensee, SRI Monogramming, Inc., is a duly incorporated corporation whose offices are located at 2303 County Road 172, Round Rock, Texas 78681. Commercial Objective of Licensee (SRI) 1.04 Under this License Agreement, SRI desires to manufacture/modify, sell, and distribute City's products and to use City's trade name, trademarks, copyrights and logos in connection with such manufacture/modification, sale, and distribution. ARTICLE 2 TERM AND COMPENSATION Grant of License 2.01 City grants to SRI the non -transferable right and license to use certain of its identifying marks and copyrights as listed on Exhibit A attached hereto and incorporated herein by reference for all appropriate purposes, and to sell and distribute goods to the public under City's trade name, trademarks, copyrights and logos. The right and license granted herein to SRI is not limited to a particular territory or geographic area. Non -Exclusivity of Grant 2.02 The right and license granted to SRI in this License Agreement is non-exclusive. Use of City's trade name and associated marks and copyrights by SRI shall not be exclusive. City retains the right to grant use of City's trade name and associated marks and copyrights to additional licensees. 2 Further Grant of Rights and Privileges 2.03 City grants to SRI the following unassignable rights and privileges: Use of City's trade name, trademarks, logo, copyrights and signs so that SRI may conduct the business covered herein. The parties agree that SRI has the responsibility to devote its best efforts to fulfilling the responsibility ofmanufacturing/modifying, distributing, and selling the licensed products within any territory it serves. Term 2.04 This License Agreement shall be effective on the date it has been signed by every party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. Unless previously terminated as otherwise provided in this License Agreement, the appointment of SRI as Licensee hereunder shall be for an initial term of twelve (12) months beginning from the effective date hereof. After that initial term, this License Agreement may renew and extend automatically for successive terms, for a period not to exceed three (3) years after the initial expiration of term, only upon the express written agreement of both parties and only provided SRI has performed all covenants and undertakings specified in this License Agreement. City reserves the right to review the relationship at any time, and may elect to terminate the contract with or without cause or may elect to continue. Compensation 2.05 SRI shall pay to City, for the rights and privileges granted, the following sums: (A) Licensing Fee: A non-refundable licensing fee of $25.00 upon execution of this Licensing Agreement as an advance against future royalties. (B) Royalties: Commencing on the date Licensee begins operating under this License Agreement, a quarterly royalty of fifteen percent (15%) of gross sales. 2.06 Royalties (A) Payment of Royalties SRI agrees to pay City, within fifteen (15) calendar days after the close of each quarter during the tenn of this License Agreement, a royalty in an amount equal to fifteen percent (15%) of SRI's gross revenue derived from this License Agreement (as defined in Paragraph 2.06(B) herein), for the preceding quarter. 3 (B) Definition of Gross Revenue For purposes of Paragraph 2.06(A) herein and this License Agreement, the term "gross revenue" is defined as the total of all revenue derived by the Licensee from the operations hereunder, whether from sales for cash or credit, and irrespective of whether the revenue has been collected. Gross revenue includes sales of both products and services. Gross revenue does not include sales taxes, use taxes, gross receipts taxes, and other similar taxes added to the sales price and collected from the customer. It also does not include any bona fide refunds, rebates, and discounts. (C) Reports and Records SRI must submit to City with each quarterly royalty payment of royalty required in accordance with Paragraph 2.06(A) a correct and complete statement of gross revenue on forms acceptable to City. Such statements must contain all information requested, and shall be certified by SRI. Within sixty (60) days after the close of SRI's fiscal year, SRI shall furnish on forms acceptable to City a statement of the total gross revenue for that fiscal year, as shown on SRI's business books and records. If such statement discloses any underpayment of royalties for such fiscal year, SRI shall pay the amount of the underpayment to City at the time of the statement required under this Paragraph 2.06(C). Any overpayment shall be credited by City to SRI's account. SRI must maintain books and records in a manner that clearly and accurately reflects gross revenue as defined in Paragraph 2.06(B). All books and records shall be preserved for a period of not less than five (5) years after the close of SRI's fiscal year to which they relate. (D) City's Right to Inspect Books and Records All books and records maintained by SRI relating to this License Agreement shall be available at all reasonable times for inspection and verification by City or any of its designated representatives. City has the right at any time to examine SRI's books and records at City's expense, and SRI shall cooperate with any person making such examination on behalf of City. ARTICLE 3 OBJECTIVES, DELIVERABLES, AND SCOPE OF WORK 3.01 See Exhibit B attached hereto and incorporated herein by reference for all appropriate purposes. 4 ARTICLE 4 PROPRIETARY MARKS, INDICIA, AND CONFIDENTIAL INFORMATION 4.01 Definitions (A) Various trademarks, trade names, and specified commercial identification words, letters, and symbols relating to the City of Round Rock, Texas, are collectively referred to in this License Agreement as "Proprietary Marks." (B) Certain designs of signs, structures, and logos relating to the City of Round Rock, Texas, are collectively referred to in this License Agreement as "Indicia." 4.02 Use of Proprietary Marks By executing this License Agreement, SRI acknowledges the validity of the Proprietary Marks and that the Proprietary Marks are the sole property of City. SRI shall use the Proprietary Marks only for so long as the term of this License Agreement, and only in connection with the manufacture/modification and sale of products and the rendition of services in the manner and for the purposes specified in this License Agreement. SRI shall not, either during or after the term of this License Agreement, do anything, or aid or assist any other party to do anything, which would infringe on, harm, impair, or contest the rights claimed by City in and to any of the Proprietary Marks. 4.03 Use of Indicia By executing this License Agreement, SRI acknowledges the validity of the Indicia and that the Indicia are the sole property of City. SRI shall use the Indicia only for so long as the term of this License Agreement, and only in connection with the manufacture/modification and sale of products and the rendition of services in the manner and for the purposes specified in this License Agreement. SRI shall not, either during or after the term of this License Agreement, do anything, or aid or assist any other party to do anything, which would infringe on, harm, impair, or contest the rights claimed by City in and to any of the Indicia. 4.04 Prohibition on Licensee (SRI) SRI shall not use any advertising material, promotional material, signs, forms, or other documents that City furnishes to SRI for any purpose other than to promote the sale of City's products. Furthermore, SRI shall not copy any of such material without prior permission in writing from City. 4.05 Written Pre -Approval Required SRI shall not use any Proprietary Marks or Indicia on any merchandise whatsoever which has not been pre -approved in writing by City. 5 4.06 Goodwill SRI agrees that all goodwill that may arise from SRI's use of the Proprietary Marks or the Indicia shall at all times remain the sole and exclusive property of City and shall inure to the sole benefit of City. ARTICLE 5 QUALITY STANDARDS 5.01 SRI shall provide, upon request, evidence of the conduct of its operations and samples of its work and products so that City may, in its sole judgment and discretion, ascertain SRI's ability to meet quality standards, ability to meet demand and schedules, and ability to perform to City's requirements. ARTICLE 6 TERMINATION 6.01 City may terminate or suspend performance of this License Agreement for City's convenience, with or without cause, upon written notice to SRI. SRI shall terminate or suspend performance on a schedule acceptable to City. 6.02 City shall also have the right to terminate this License Agreement with cause by giving fifteen (15) days' written notice to SRI by certified mail, addressed to SRI at its place of business, on the occurrence of any of the following events: (A) SRI becomes insolvent, is declared bankrupt, or makes an assignment for the benefit of creditors; (B) A receiver is appointed or any proceeding is instituted against SRI under any provisions of the federal Bankruptcy Code; (C) SRI defaults in the performance of any provision of this License Agreement, and the default is not remedied within fifteen (15) days on demand of City; (D) The business of SRI is sold, leased, or for any reason passes from the actual supervision or control of SRI. 6.03 Duties of Licensee (SRI) Upon Termination In the event of termination of this License Agreement, SRI shall surrender all rights and licenses granted under this License Agreement and shall cease the use of City's trade name, copyrights and trademarks. 6 ARTICLE 7 INDEPENDENT CONTRACTOR STATUS 7.01 SRI is an independent contractor, not City's employee. SRI's employees or subcontractors are not City's employees. This License Agreement does not create a partnership relationship. Neither party has authority to enter into contracts as agent for the other party. SRI and City agree to the following rights consistent with an independent contractor relationship: (A) SRI has the right to perform services for others during this License Agreement term; (B) SRI has the sole right to control and direct the means, manner and method by which services required by this License Agreement will be performed; (C) SRI has the right to hire assistants as subcontractors, or to use employees to provide the services required by this License Agreement; (D) SRI or SRI's employees or subcontractors shall perform the services required by this License Agreement. City shall not hire, supervise, or pay any assistants to help SRI; (E) Neither SRI nor SRI's employees or subcontractors shall receive any training from City in the skills necessary to perform the services required by this License Agreement; (F) City shall not require SRI or SRI's employees or subcontractors to devote full time to performing the services required by this License Agreement; (G) Neither SRI nor SRI's employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of City. ARTICLE 8 WARRANTIES 8.01 SRI warrants that all services performed under this License Agreement shall be performed consistent with generally prevailing professional or industry standards. ARTICLE 9 INDEMNIFICATION 9.01 SRI agrees to hold harmless, defend, and indemnify City for and from all losses, damages, and claims arising as a result of negligent actions or wrongful performance by SRI and its agents and subcontractors during its performance pursuant to this License Agreement. Except to the extent that SRI is obligated to indemnify City, City shall indemnify SRI against any third party claim or liability not arising from negligent or wrongful performance by SRI. 7 ARTICLE 10 ASSIGNMENT AND DELEGATION 10.01 No party may assign any rights or delegate any duties under this License Agreement without the other party's prior written approval. ARTICLE 11 LOCAL, STATE AND FEDERAL TAXES 11.01 SRI shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services under this License Agreement. City will not do the following: (A) Withhold FICA from SRI's payments or make FICA payments on SRI's behalf; (B) Make state/federal unemployment compensation contributions on SRI's behalf; or (C) Withhold state or federal income tax from SRI's payments. ARTICLE 12 NOTICES 12.01 All notices and other communications in connection with this License Agreement shall be in writing and shall be considered given as follows: (A) When delivered personally to the recipient's address as stated in this License Agreement; or (B) Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this License Agreement. Notice to SRI: Mickey O'Riley SRI Monogramming, Inc. 2303 County Road 172 Round Rock, TX 78681 Notice to City: City of Round Rock AND TO: Attention: City Manager 221 East Main Street Round Rock, Texas 78664 City of Round Rock Attention: City Attorney 309 East Main Street Round Rock, Texas 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of City and SRI. 8 ARTICLE 13 APPLICABLE LAW 13.01 The laws of the State of Texas shall govern this License Agreement. Venue shall lie in Williamson County, Texas. ARTICLE 14 ENTIRE AGREEMENT 14.01 This License Agreement is and represents the entire contractual agreement between SRI and City. This document and its accompanying exhibits contain all of the agreements, representations, covenants, and conditions made between City and SRI with respect to the licensing arrangement that constitutes the subject matter of this License Agreement. Unless set forth in this License Agreement, neither party shall be liable for any other representations. All modifications and amendments to this License Agreement must be in writing. ARTICLE 15 DISPUTE RESOLUTION 15.01 If a dispute arises under this License Agreement, the parties agree to first try to resolve the dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator, City and SRI shall each select a mediator and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with the mediation shall be shared equally by the parties. 15.02 City and SRI hereby expressly agree that no claims or disputes between the parties arising out of or relating to this License Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. ARTICLE 16 COMPLIANCE WITH LAWS 16.01 SRI shall conduct its business in strict compliance with all applicable laws, ordinances, regulations, and other requirements of any federal, state, county, municipal, or other government, and will obtain all necessary permits, licenses, or other consents for the operation of the business. ARTICLE 17 SEVERABILITY 17.01 The invalidity, illegality, or unenforceability of any provision of this License Agreement or the occurrence of any event rendering any portion or provision of this License Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this License Agreement. Any void provision shall be deemed severed from this License 9 Agreement, and the balance of this License Agreement shall be construed and enforced as if this License Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this License Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article 16 shall not prevent this entire License Agreement from being void should a provision which is of the essence to this License Agreement be determined void. IN WITNESS WHEREOF, City and SRI have executed this License Agreement in multiple originals on the dates indicated. CITY OF ROUND ROCK, TEXAS ATTEST: By: Mayor Date Signed: SRI MONOGRAMMING, INC. By: 'Riley Date Signed: 6 L Title: 10 City Secretary Date Signed: ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. Round Rock Identity Style Guide TABLE OF CONTENTS Round Rock Identity Guides for Usage Intro 2 Style Usage 4-8 Color Palette 3 9 Font Guidelines io Trademark Considerations II Contact Information 12 1 INTRODUCTION The Round Rock identity, brand, look and feel is how people will identify and separate Round Rock, Texas. This brand is a source of pride and is composed of many elements including the font, the style, the colors and the overall usage. Protecting this brand provides leverage for Round Rock, strengthens our presence, increases awareness, develops recall and loyalty among our audiences and ultimately, creates staying power. This is why establishing guidelines and regulations about our brand's usage is important, and these guidelines should be followed by all, City and Chamber employees, media, our partners and our vendors. From press releases, to city vehicles, to newsletters, to Web sites, flyers, brochures and promotional items, the brand should remain consistent. The following document provides guidelines on usage for the City's logo and tagline, covering almost any situation in which the brand might be used. If you need assistance or have any questions on identity usage, details or formats, please contact Will Hampton, City of Round Rock Communications Director, at 512-218-5409. 2 ROUND ROCK BRAND STYLE Brand Personality: All communications, large and small, should reflect the key brand attributes and personality. Round Rock's primary personality as a City is a center of success. Round Rock provides employees, employers, citizens, families and all people access to and elements of success. Rather than trendy, Round Rock is established, proven and stable, as well as visionary. Additionally, we need to consider the communications needs of our target markets and partners. All aspects of our communications, including the design, writing tone and content should reflect the fact that we are addressing a range of audiences, from employees to employers, current citizens, prospective small, mid and large-sized businesses and their CEOs. 3 LOGO USAGE GUIDLINES FOR LOGO USAGE Round Rock's logo: ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY LOGO COMPONENTS The Round Rock logo consists of the following; • The logo graphics: Three brushstrokes converging to create a star • The logotype: Round Rock, Texas underlined; "Purpose. Passion. Prosperity." beneath • The typeface: Matrix Book upper case DIFFERENT VERSIONS FOR DIFFERENT APPLICATIONS For flexibility, the following pages show multiple versions of the logo for your use—color, black -and -white and reversed, horizontal and vertical versions (both with and without the tagline). PROPER USAGE OF THE LOGOS All logo artwork/files will be provided by the Communications Director with the City of Round Rock Any files/artwork received should be used as is, without alteration, with the exception of size. Misusing Round Rock's logo has the potential of causing damage in the form of brand devaluation. Any usage of the logo, in any form, by vendors or partners should be approved by Round Rock. 4 AVAILABLE FORMATS The logos will be used in many different formats and mediums. As a result, the following file formats are available for your use: • EPS: Encapsulated Postscript. This is the most popular format for print materials. It is resolution -independent and can be scaled easily. • BMP: Bitmap. This type of file is embedded directly into Word documents_ BMP is not used for high-quality printing or web use. • G: Joint Photograph Expert Group. These files are an easily read format for the majority of programs. • G1F: Graphics Interchange Format. Easily read by most programs, gifs work well with the Web and PowerPoint presentations. It is used mainly with line art and logos. MINIMUM SIZE The logo and tagline should never be reduced so small they become illegible. Use your best judgment when reproducing Round Rock artwork. Any questions or concerns about usage should be directed to Will Hampton, City of Round Rock Communications Director. 5 CLEAR SPACE To give it presence, an area of dear space should be left around the logo and tagline. No artwork, text, symbols, colors of any sort should intrude into this area. Minimum clear space is determined by using the Signature Cap Height and applying that measurement as a framed border around the logo. t_ t ROTJNLJROCK TEXAS _ PURPOSEPASSLQN. PItUSPEBITYY - - - Signature Cap Height 6 LOGO STYLES Color logo with tagline Color logo without tagline Black and white logo with tagline Black and white logo without tagline ROUND ROCK, TEXAS PURPOSE RASSION. PROSPERITY. ROUND ROCK, TEXAS PURPOSE PASSION. PROSPERITY 7 LOGO STYLES IN REVERSE OR DARK BACKGROUNDS (In this usage, logo and tagline must be printed in four colors-) Color logo with tagline Color logo without tagline Black and white logo with tagline Black and white logo without tagline 8 LOGO COLOR PALETTE PANTONE/COLOR CONVERSIONS The following colors are approved for use in Round Rock communications and must be used when reproducing our logo. Four-color process (CMYK) is the preferred reproduction method in print mediums. RGB values are provided for broadcast use, and web values are provided for interactive use. ■ 111 PANTONE 288 RGB Values: R - o G - 40 B-122 CMYK Values: C - loo M-65 Y - o K-31 Web Value: 003366 PANTONE 288 - 8o% RGB Values: R - 66 G-87 B-142 CMYK Values: C - 8o M-52 Y - o K-24 Web Value: 336699 PANTONE 1805 RGB Values: R -187 G-45 B-63 CMYK Values: C - o M-91 Y-100 K-24 Web Value: CC3333 9 FONT GUIDELINES The provisions of font for use in Round Rock communication materials should include the following: APPROVED FONTS We've chosen Matrix as our primary Iogotype font. Matrix Book has been selected as our print font. PRINT FONTS • Headline and Bodytext typeface: MatrixBook ABCDEFGHIJKLMNOPQRSTUVWXYZ abcdefghijklmnopqurstuvwxyz • Subhead typeface: MatrixBold ABCDEFGHIJKLMNOPQRSTUVWXYZ abcdefghijklmnopqurstuvwxyz WEB FONTS These are a few font choices that work well in HTML format. We feel the best choices for our needs and for readability are as follows: • Headline and body text typeface: Verdana ABCDEFGHIJKLMNOPQRSTUVWXYZ abcdefghijklmnopqurstuvwxyz • Headline and body text typeface: Arial ABCDEFGHIJKLMNOPQRSTUVWXYZ abcdefghijklmnopqurstuvwxyz 10 COPYRIGHT AND TRADEMARK CONSIDERATIONS The following copy should appear on all communications, including collateral materials, Web sites, print ads and interactive uses. The only exceptions are internal communications. COPYRIGHT The copyright notice should include all years of the creation of the material. For example, Current use: Copyright 2002, City of Round Rock, All rights reserved. Multi-year use: Copyright 2002-2005, City of Round Rock, All rights reserved. TRADEMARK Currently being investigated by the City of Round Rock. 11 DATE: June 7, 2002 SUBJECT: City Council Meeting — June 13, 2002 ITEM: 14.E.1. Consider a resolution authorizing the Mayor to execute a License Agreement with SRI Monogramming, Inc. for specialty items imprinted with the Round Rock brand (logo and tagline). Resource: Nancy Yawn, Public Affairs and Business Development Director Will Hampton, Communications Director History: The City of Round Rock has a copyrighted brand that is being displayed on various mediums. Funding: Cost: N/A Source of funds: N/A Outside Resources: N/A Impact/Benefit: Citizens, businesses and City employees will be able to purchase shirts, caps, mugs, etc. on-line which display the new brand. This will enable the brand to become more widespread. The City of Round Rock will also receive 15% of the revenue from these sales. Public Comment: N/A Sponsor: N/A EXECUTED DOCUMENT FOLLOWS CITY OF ROUND ROCK LICENSE AGREEMENT WITH SRI MONOGRAMMING, INC. THIS LICENSE AGREEMENT is made and entered into on this the Ao 3 day of the month of , 2002 by and between the City of Round Rock, a Texas home -rule municipal corp tion, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (hereinafter referred to as "City"), and SRI Monogramming, Inc., whose offices are located at 2303 County Road 172, Round Rock, Texas 78681 (hereinafter referred to as "SRI"). RECITALS: WHEREAS, City desires to contract for a merchandise fulfillment program to provide promotional items for sale to consumers, with such items containing or displaying the City of Round Rock's protected marks and copyrights; and WHEREAS, City desires to contract for SRI's assumption of responsibility for all costs of processing orders, inventory, shipping and handling such promotional items; and WHEREAS, City desires to contract for SRI's assumption of responsibility for providing a website link for approved merchandise; and WHEREAS, City intends to accomplish these objectives by the grant of a standard non- exclusive License Agreement between the City of Round Rock and SRI for the use of the protected marks and copyrights of the City of Round Rock; and WHEREAS, City and SRI desire to enter into this License Agreement to set forth in writing their respective rights, duties and obligations hereunder; NOW, THEREFORE, WITNESSETH, That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: ARTICLE 1 STATEMENT OF STATUS, BUSINESS, AND OBJECTIVES OF PARTIES Status of Licensor (City) 1.01 The City of Round Rock, Texas is a home -rule municipal corporation with power to own property and to carry on its business as it is now being conducted. O:•wdox.CORR gal henerar.(N1026171..WPD,jkg. �e- Oa-blo /3- f yE 1 City has its principal place of business at offices located at 221 East Main Street, Round Rock, Texas 78664-5299. Business of Licensor (City) 1.02 City has the exclusive right and power to use the trade name "City of Round Rock, Texas" and associated trade names, trade slogans, trademarks, service marks, copyrights and logos used in conjunction with that trade name. As part of its business operations, City may grant others the right and license to manufacture/modify and sell City's products and to use City's trade name, trademarks, copyrights and logos in connection with the manufacture/modification and sale of products. Status of Licensee (SRI) 1.03 Licensee, SRI Monogramming, Inc., is a duly incorporated corporation whose offices are located at 2303 County Road 172, Round Rock, Texas 78681. Commercial Objective of Licensee (SRI) 1.04 Under this License Agreement, SRI desires to manufacture/modify, sell, and distribute City's products and to use City's trade name, trademarks, copyrights and logos in connection with such manufacture/modification, sale, and distribution. ARTICLE 2 TERM AND COMPENSATION Grant of License 2.01 City grants to SRI the non -transferable right and license to use certain of its identifying marks and copyrights as listed on Exhibit A attached hereto and incorporated herein by reference for all appropriate purposes, and to sell and distribute goods to the public under City's trade name, trademarks, copyrights and logos. The right and license granted herein to SRI is not limited to a particular territory or geographic area. Non -Exclusivity of Grant 2.02 The right and license granted to SRI in this License Agreement is non-exclusive. Use of City's trade naive and associated marks and copyrights by SRI shall not be exclusive. City retains the right to grant use of City's trade name and associated marks and copyrights to additional licensees. 2 Further Grant of Rights and Privileges 2.03 City grants to SRI the following unassignable rights and privileges: Use of City's trade name, trademarks, logo, copyrights and signs so that SRI may conduct the business covered herein. The parties agree that SRI has the responsibility to devote its best efforts to fulfilling the responsibility of manufacturing/modifying, distributing, and selling the licensed products within any territory it serves. Term 2.04 This License Agreement shall be effective on the date it has been signed by every party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. Unless previously terminated as otherwise provided in this License Agreement, the appointment of SRI as Licensee hereunder shall be for an initial term of twelve (12) months beginning from the effective date hereof. After that initial term, this License Agreement may renew and extend automatically for successive terms, for a period not to exceed three (3) years after the initial expiration of term, only upon the express written agreement of both parties and only provided SRI has performed all covenants and undertakings specified in this License Agreement. City reserves the right to review the relationship at any time, and may elect to terminate the contract with or without cause or may elect to continue. Compensation 2.05 SRI shall pay to City, for the rights and privileges granted, the following sums: (A) Licensing Fee: A non-refundable licensing fee of $25.00 upon execution of this Licensing Agreement as an advance against future royalties. (B) Royalties: Commencing on the date Licensee begins operating under this License Agreement, a quarterly royalty of fifteen percent (15%) of gross sales. 2.06 Royalties (A) Payment of Royalties SRI agrees to pay City, within fifteen (15) calendar days after the close of each quarter during the tenn of this License Agreement, a royalty in an amount equal to fifteen percent (15%) of SRI 's gross revenue derived from this License Agreement (as defined in Paragraph 2.06(B) herein), for the preceding quarter. 3 (B) Definition of Gross Revenue For purposes of Paragraph 2.06(A) herein and this License Agreement, the term "gross revenue" is defined as the total of all revenue derived by the Licensee from the operations hereunder, whether from sales for cash or credit, and irrespective of whether the revenue has been collected. Gross revenue includes sales of both products and services. Gross revenue does not include sales taxes, use taxes, gross receipts taxes, and other similar taxes added to the sales price and collected from the customer. It also does not include any bona fide refunds, rebates, and discounts. (C) Reports and Records SRI must submit to City with each quarterly royalty payment of royalty required in accordance with Paragraph 2.06(A) a correct and complete statement of gross revenue on forms acceptable to City. Such statements must contain all information requested, and shall be certified by SRI. Within sixty (60) days after the close of SRI's fiscal year, SRI shall furnish on forms acceptable to City a statement of the total gross revenue for that fiscal year, as shown on SRI's business books and records. If such statement discloses any underpayment of royalties for such fiscal year, SRI shall pay the amount of the underpayment to City at the time of the statement required under this Paragraph 2.06(C). Any overpayment shall be credited by City to SRI's account. SRI must maintain books and records in a manner that clearly and accurately reflects gross revenue as defined in Paragraph 2.06(B). All books and records shall be preserved for a period of not less than five (5) years after the close of SRI's fiscal year to which they relate. (D) City's Right to Inspect Books and Records All books and records maintained by SRI relating to this License Agreement shall be available at all reasonable times for inspection and verification by City or any of its designated representatives. City has the right at any time to examine SRI's books and records at City's expense, and SRI shall cooperate with any person making such examination on behalf of City. ARTICLE 3 OBJECTIVES, DELIVERABLES, AND SCOPE OF WORK 3.01 See Exhibit B attached hereto and incorporated herein by reference for all appropriate purposes. 4 ARTICLE 4 PROPRIETARY MARKS, INDICIA, AND CONFIDENTIAL INFORMATION 4.01 Definitions (A) Various trademarks, trade names, and specified commercial identification words, letters, and symbols relating to the City of Round Rock, Texas, are collectively referred to in this License Agreement as "Proprietary Marks." (B) Certain designs of signs, structures, and logos relating to the City of Round Rock, Texas, are collectively referred to in this License Agreement as "Indicia." 4.02 Use of Proprietary Marks By executing this License Agreement, SRI acknowledges the validity of the Proprietary Marks and that the Proprietary Marks are the sole property of City. SRI shall use the Proprietary Marks only for so long as the term of this License Agreement, and only in connection with the manufacture/modification and sale of products and the rendition of services in the manner and for the purposes specified in this License Agreement. SRI shall not, either during or after the term of this License Agreement, do anything, or aid or assist any other party to do anything, which would infringe on, harm, impair, or contest the rights claimed by City in and to any of the Proprietary Marks. 4.03 Use of Indicia By executing this License Agreement, SRI acknowledges the validity of the Indicia and that the Indicia are the sole property of City. SRI shall use the Indicia only for so long as the term of this License Agreement, and only in connection with the manufacture/modification and sale of products and the rendition of services in the manner and for the purposes specified in this License Agreement. SRI shall not, either during or after the term of this License Agreement, do anything, or aid or assist any other party to do anything, which would infringe on, harm, impair, or contest the rights claimed by City in and to any of the Indicia. 4.04 Prohibition on Licensee (SRI) SRI shall not use any advertising material, promotional material, signs, forms, or other documents that City furnishes to SRI for any purpose other than to promote the sale of City's products. Furthermore, SRI shall not copy any of such material without prior permission in writing from City. 4.05 Written Pre -Approval Required SRI shall not use any Proprietary Marks or Indicia on any merchandise whatsoever which has not been pre -approved in writing by City. 5 4.06 Goodwill SRI agrees that all goodwill that may arise from SRI's use of the Proprietary Marks or the Indicia shall at all times remain the sole and exclusive property of City and shall inure to the sole benefit of City. ARTICLE 5 QUALITY STANDARDS 5.01 SRI shall provide, upon request, evidence of the conduct of its operations and samples of its work and products so that City may, in its sole judgment and discretion, ascertain SRI's ability to meet quality standards, ability to meet demand and schedules, and ability to perform to City's requirements. ARTICLE 6 TERMINATION 6.01 City may terminate or suspend performance of this License Agreement for City's convenience, with or without cause, upon written notice to SRI. SRI shall terminate or suspend performance on a schedule acceptable to City. 6.02 City shall also have the right to terminate this License Agreement with cause by giving fifteen (15) days' written notice to SRI by certified mail, addressed to SRI at its place of business, on the occurrence of any of the following events: (A) SRI becomes insolvent, is declared bankrupt, or makes an assignment for the benefit of creditors; (B) A receiver is appointed or any proceeding is instituted against SRI under any provisions of the federal Bankruptcy Code; (C) SRI defaults in the performance of any provision of this License Agreement, and the default is not remedied within fifteen (15) days on demand of City; (D) The business of SRI is sold, leased, or for any reason passes from the actual supervision or control of SRI. 6.03 Duties of Licensee (SRI) Upon Termination In the event of termination of this License Agreement, SRI shall surrender all rights and licenses granted under this License Agreement and shall cease the use of City's trade name, copyrights and trademarks. 6 ARTICLE 7 INDEPENDENT CONTRACTOR STATUS 7.01 SRI is an independent contractor, not City's employee. SRI's employees or subcontractors are not City's employees. This License Agreement does not create a partnership relationship. Neither party has authority to enter into contracts as agent for the other party. SRI and City agree to the following rights consistent with an independent contractor relationship: (A) SRI has the right to perform services for others during this License Agreement term; (B) SRI has the sole right to control and direct the means, manner and method by which services required by this License Agreement will be performed; (C) SRI has the right to hire assistants as subcontractors, or to use employees to provide the services required by this License Agreement; (D) SRI or SRI's employees or subcontractors shall perform the services required by this License Agreement. City shall not hire, supervise, or pay any assistants to help SRI; (E) Neither SRI nor SRI's employees or subcontractors shall receive any training from City in the skills necessary to perform the services required by this License Agreement; (F) City shall not require SRI or SRI's employees or subcontractors to devote full time to performing the services required by this License Agreement; (G) Neither SRI nor SRI's employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of City. ARTICLE 8 WARRANTIES 8.01 SRI warrants that all services performed under this License Agreement shall be performed consistent with generally prevailing professional or industry standards. ARTICLE 9 INDEMNIFICATION 9.01 SRI agrees to hold harmless, defend, and indemnify City for and from all losses, damages, and claims arising as a result of negligent actions or wrongful performance by SRI and its agents and subcontractors during its performance pursuant to this License Agreement. Except to the extent that SRI is obligated to indemnify City, City shall indemnify SRI against any third party claim or liability not arising from negligent or wrongful performance by SRI. 7 ARTICLE 10 ASSIGNMENT AND DELEGATION 10.01 No party may assign any rights or delegate any duties under this License Agreement without the other party's prior written approval. ARTICLE 11 LOCAL, STATE AND FEDERAL TAXES 11.01 SRI shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services under this License Agreement. City will not do the following: (A) Withhold FICA from SRI's payments or make FICA payments on SRI's behalf; (B) Make state/federal unemployment compensation contributions on SRI's behalf; or (C) Withhold state or federal income tax from SRI's payments. ARTICLE 12 NOTICES 12.01 All notices and other communications in connection with this License Agreement shall be in writing and shall be considered given as follows: (A) When delivered personally to the recipient's address as stated in this License Agreement; or (B) Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this License Agreement. Notice to SRI: Mickey O'Riley SRI Monogramming, Inc. 2303 County Road 172 Round Rock, TX 78681 Notice to City: City of Round Rock AND TO: Attention: City Manager 221 East Main Street Round Rock, Texas 78664 City of Round Rock Attention: City Attorney 309 East Main Street Round Rock, Texas 78664 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of City and SRI. 8 ARTICLE 13 APPLICABLE LAW 13.01 The laws of the State of Texas shall govern this License Agreement. Venue shall lie in Williamson County, Texas. ARTICLE 14 ENTIRE AGREEMENT 14.01 This License Agreement is and represents the entire contractual agreement between SRI and City. This document and its accompanying exhibits contain all of the agreements, representations, covenants, and conditions made between City and SRI with respect to the licensing arrangement that constitutes the subject matter of this License Agreement. Unless set forth in this License Agreement, neither party shall be liable for any other representations. All modifications and amendments to this License Agreement must be in writing. ARTICLE 15 DISPUTE RESOLUTION 15.01 If a dispute arises under this License Agreement, the parties agree to first try to resolve the dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator, City and SRI shall each select a mediator and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with the mediation shall be shared equally by the parties. 15.02 City and SRI hereby expressly agree that no claims or disputes between the parties arising out of or relating to this License Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. ARTICLE 16 COMPLIANCE WITH LAWS 16.01 SRI shall conduct its business in strict compliance with all applicable laws, ordinances, regulations, and other requirements of any federal, state, county, municipal, or other government, and will obtain all necessary permits, licenses, or other consents for the operation of the business. ARTICLE 17 SEVERABILITY 17.01 The invalidity, illegality, or unenforceability of any provision of this License Agreement or the occurrence of any event rendering any portion or provision of this License Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this License Agreement. Any void provision shall be deemed severed from this License 9 Agreement, and the balance of this License Agreement shall be construed and enforced as if this License Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this License Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article 16 shall not prevent this entire License Agreement from being void should a provision which is of the essence to this License Agreement be determined void. IN WITNESS WHEREOF, City and SRI have executed this License Agreement in multiple originals on the dates indicated. CITY OF ROUND ROCK, TEXAS Bv. a_ Date Signed:6)—/3-0 2_, Date Signed: &) —�3 — ATTEST: City Secretary SRI MONOGRAMMING, INC. vZic'Riley Date Signed: Title: 10 ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. Round Rock Identity Style Guide TABLE OF CONTENTS Round Rock Identity Guides for Usage intro 2 Style 3 Usage 4-8 Color Palette 9 Font Guidelines �o Trademark Considerations iI Contact Information 12 INTRODUCTION The Round Rock identity, brand, look and feel is how people will identify and separate Round Rock, Texas. This brand is a source of pride and is composed of .many elements including the Font, the style, the colors and the overall usage. Protecting this brand provides leverage for Round Rock, strengthens our presence, increases awareness, develops recall and loyalty among our audiences and ultimately, creates staying power. This is why establishing guidelines and regulations about our brand's usage is important, and these guidelines should be followed by all, City and Chamber employees, media, our partners and our vendors. From press releases, to city vehicles, to newsletters, to Web sites, flyers, brochures and promotional items, the brand should remain consistent The following document provides guidelines on usage for the City's logo and tagline, covering almost any situation in which the brand might be used. If you need assistance or have any questions on identity usage, details or formats, please contact Will Hampton, City of Round Rock Communications Director, at 92-218-5409. 2 ROUND ROCK BRAND STYLE Brand Personality: All communications, large and small, should reflect the key brand attributes and personality. Round Rock's primary personality as a City is a center of success. Round Rock provides employees, employers, citizens, families and all people access to and elements of success. Rather than trendy, Round Rock is established, proven and stable, as well as visionary. Additionally, we need to consider the communications needs of our target markets and partners. All aspects of our communications, induding the design, writing tone and content should reflect the fact that we are addressing a range of audiences, from employees to employers, current citizens, prospective small, mid and large-sized businesses and their CEOs. 3 LOGO USAGE GUIDLINES FOR LOGO USAGE Round Rock's logo: ROUND ROCK TEXAS PURPOSE. PASSION. PROSPERITY LOGO COMPONENTS The Round Rock logo consists of the following; • The logo graphics: Three brushstrokes converging to create a star • The logotype: Round Rock, Texas underlined; "Purpose. Passion. Prosperity" beneath • The typeface: Matrix Book upper case DIFFERENT VERSIONS FOR DIFFERENT APPLICATIONS For flexibility, the following pages show multiple versions of the logo for your use—color, black -and -white and reversed, horizontal and vertical versions (both with and without the tagline). PROPER USAGE OF THE LOGOS All logo artwork/files will be provided by the Communications Director with the City of Round Rock Any files/artwork received should be used as is, without alteration, with the exception of size. Misusing Round Rock's logo has the potential of causing damage in the form of brand devaluation. Any usage of the logo, in any form, by vendors or partners should be approved by Round Rock 4 Av.AIIABLE FORMATS The logos will be used in many different formats and mediums. As a result, the following file formats are available for your use: • EP& Encapsulated Postscript. This is the most popular format for print materials_ It is resolution -independent and can be scaled easily. BMP: Bitmap. This type of file is embedded directly into Word documents.. BMP is not used for high-quality printing or web use. jPEG Joint Photograph Expert Group. These files are an easily read format for the majority of programs_ GIF: Graphics Interchange Format. Easily read by most programs, gifs work well with the Web and PowerPoint presentations. It is used mainly with line art and logos. MINIMUM SIZE The logo and tagline should never be reduced so small they become illegible. Use your best judgment when reproducing Round Rock artwork. Any questions or concerns about usage should be directed to Will Hampton, City of Round Rock Communications Director: 5 GEAR SPACE To give it presence, an area of clear space should be left around the logo and tagline. No artwork, text, symbols, colors of any sort should intrude into this area. Minimum clear space is determined by using the Signature Cap Height and applying that measurement as a framed border around the logo. { ROTJNDROK; _ PllRP9SE.pASSLQN. PRQSPEBITYr Signature Cap Height 6 LOGO STYLES Color logo with tagline Color logo without tagline Black and white logo with tagline Black and white logo without tagline ROUND ROCK, TEXAS PURPOSE PASSION. PROSPERITY ROUND ROCK, TEXAS PURPOSE PASSION. PROSPERITY 7 LOGO STYLES IN REVERSE OR DARK BACKGROUNDS (In this usage, logo and tagline must be printed in four colors.) Color logo with tagline Color logo without tagline Black and white logo with tagline Black and white logo without tagline ROUND ROCK, TEXAS P1�:,'oN. a RO":.. . 8 LOGO COLOR PALETTE PANTONE/COLOR CONVERSIONS The following colors are approved for use in Round Rock communications and must be used when reproducing our logo. Four-color process (CMYK) is the preferred reproduction method in print mediums. RGB values are provided for broadcast use, and web values are provided for interactive use. ■ PANTONE 288 RGB Values: R - o G - 40 B-122 CMYK Values: C - ioo M-65 Y - o K-31 Web Value: 003366 PANTONE 288 - 8o% RGB Values: R - 66 G-87 B-142 CMYK Values: C - 8o M-52 Y - o K-24 Web Value: 336699 PANTONE 1805 RGB Values: R -187 G-45 B - 63 CMYK Values: C - o M-91 Y -Ioo K-24 Web Value: CC3333 9 FONT GUIDELINES The provisions of font for use in Round Rock communication materials should include the following: APPROVED FONTS We've chosen Matrix as our primary logotype font. Matrix Book has been selected as our print font. PRINT FONTS • Headline and Bodytext typeface MatrixBook ABCDEFGHIJKLMNOPQRSTUVWXYZ abcdefghijklmnopqurstuvwxyz -Subhead typeface MatrixBold ABCDEFGHIJKLMNOPQRSTUV WXYZ abcdefghijklmnopqurstuvwxyz WEB FONTS These are a few font choices that work well in HTML format. We feel the best choices for our needs and for readability are as follows: • Headline and body text typeface Verdana ABCDEFGH IJKLMNOPQRSTUVWXYZ abcdefghijklmnopqurstuvwxyz • Headline and body text typeface: Arial ABCDEFGHIJKLMNOPQRSTUVWXYZ abcdefghijklmnopqurstuvwxyz 10 COPYRIGHT AND TRADEMARK CONSIDERATIONS The following copy should appear on all communications, including collateral materials, Web sites, print ads and interactive uses. The only exceptions are internal communications. COPYRIGHT The copyright notice should include all years of the creation of the material. For example, Current use: Copyright 2002, City of Round Rock, All rights reserved Multi-year use: Copyright 2002-2005, City of Round Rock, All rights reserved. TRADEMARK Currently being investigated by the City of Round Rock. 11 CONTACT INFORMATION City of Round Rock Will Hampton, Communications Director 221 East Main Street Round Rock, Texas 78664 (512) 218-5409 12 a • EXHIBIT B Objectives, Deliverables, and Scope of Work Provision of Promotional Items Provision of promotional items with the City of Round Rock's logo for the purpose of selling to consumers. Bearing all costs and expenses, and performing all necessary functions, of processing orders, inventory, shipping and handling such promotional items. Creation of Website Link Creation (design and layout) of website link for approved merchandise, entirely at SRI's expense.