Agenda 09/11/2012 Item #16D 6EXECUTIVE SUMMARY
Recommendation to approve and authorize the County Manager or his designee to sign an
agreement between the National Down Syndrome Society and Collier County Parks and Recreation
Department to conduct the third annual Buddy Wall,,! at North Collier Regional Park on October
20, 2012.
OBJECTIVE: To increase awareness of the National (Down Syndrome Society and acceptance and
inclusion for people with disabilities through the Buddy 'Walk Program by entering into this agreement
with the National Down Syndrome Society.
CONSIDERATIONS: Therapeutic Recreation is a program of the Collier County Parks and Recreation
Department and is designed to provide a variety of daily living and therapeutic activities for children and
adults with special needs.
The Buddy Walk was developed by the National Down Syndrome Society (NDSS) in 1995 to bring
together a wide range of concerned individuals to reach out to friends, family and co- workers to promote
awareness and inclusion for people with Down Syndrome and to raise funds for local and national
education, awareness and advocacy programs.
The Buddy Walk has grown from 17 walks in 1995 to nearly 250 walks planned for 2012 worldwide. In
2011, more than S11.2 million was raised nationwide to benefit local programs and services, as well as
the national advocacy and public awareness initiatives of NDSS that benefit all individuals with Dowr
Syndrome.
Collier County is planning to host a Buddy Walk at the North Collier Regional Park on October 20. 2012.
FISCAL IMPACT: in consideration of the iicense granted herein by NDSS to Licensee, Licensee shall
pay NDSS a minimum of seven percent (7 %) of all Net Profits, within one hundred and twenty (120)
calendar days following the conclusion of the Buddy Walk event. "Net Profits" shall mean all funds
collected by Licensee as a result of the Buddy Walk event, less any out of pocket expenses incurred by
Licensee related to the Buddy Walk event. Revenue and associated expenditures will be processed
through Collier County Parks and Recreation MSTD General Fund (I 11) Special Population Cost Center
(1,56425) and budget for the event is included for FY 2013.
GROWTH MANAGEMENT IMPACT: There is no Growth Management impact associated with this
item.
LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney's Office, requires
majority vote, and is legally sufficient for approval. — CMG
RECOMMENDATION: That the Board of County Cotximissioners approve and authorize the County
Manager or his designee to sign the attached agreement between the National Down Syndrome
Association and Collier County Parks and Recreation for the third annual Buddy Walk event.
Prepared By: Natali Betancur, Operations Analyst, Parks and Recreation
Attachments: NDSS Agreement
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le
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.D.6.
Item Summary: Recommendation to approve and authorize the County Manager or his
designee to sign an agreement between the National Down Syndrome Society and Collier
County Parks and Recreation Department to conduct the third annual Buddy Walk at North
Collier Regional Park on October 20, 2012.
Meeting Date: 9/11/2012
Prepared By
Name: BetancurNatali
Title: Executive Secretary,Transportation Engineering & C
7/24/2012 10:17:13 AM
Submitted by
Title: VALUE MISSING
Name: AlvarezAnnie
7/24/201 10:1 7:16 AN
Approved By
Name: WilliamsBaM,
Title: Director - Parks & Recreation,Parks & Recreation
Date: 8/23/2012 4:26:35 PM
Name: AlonsoHailey
Title: Operations Analyst, Public Service Division
Date: 8/27/2012 5:01:38 PM
Name: CarnellSteve
Title: Director - Purchasing /General Services,Purchasing
Date: 8/28/2012 5:23:29 PM
Name: GreeneColleen
Title: Assistant County Attomey,County Attorney
Date: 8/31/2012 8:18:00 AM
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Name: KlatzkowJeff
Title: County Attorney
Date: 8/31/2012 8:42:06 AM
Name: PryorCheryl
Title: Management/ Budget Analyst, Senior,Office of Management & Budget
Date: 9/4/2012 10:51:05 AM
Name: OchsLeo
Title: County Manager
Date: 9/4/2012 12:27:23 PM
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9/11;2012 Iterr,
'�f _ I t°�
A
TRADEMARK LICENSE AGREEMENT
This Trademark License Agreement ( "Agreement ") is made and entered into, effective this 8`h day of
August, 2012 ( "Effective Date "), by and between NATIONAL DOWN SYNDROME SOCIETY
( "NDSS "), a Delaware not - for - profit corporation with its principal place of business at 666
Broadway, 81h Floor, New York, New York 10012 and Collier County Parks and Recreation
( "Licensee ") located at 15000 Livingston Road, Naples, FL 34109. This Agreement is for Licensee's
local walk in Naples, FL to be held on October 20, 2012 as part of the National Buddy Walk Program
(as defined herein) (the "Buddy Walk Event ").
WHEREAS, both NDSS and Licensee are dedicated to advocating for the value, acceptance,
and inclusion of people with Down syndrome;
WHEREAS, NDSS promotes the value, acceptance and inclusion of people with Down
Syndrome by arranging and conducting a national fundraising and awareness program made up of
local walks organized by parent support groups, schools, and other organizations and individuals
("National Buddy Walk Program ");
WHEREAS, since 1993, NDSS has used the marl, BUDDY WALE: and other related marks
se-1 forte. on Exhibit , , attached hereto and Incomorated herein (th `Budav Wall Marks ") to identif,
and promote the National Buddy Walk Program;
WHEREAS, NDSS is the owner of certain copyrighted materials related to the National
Buddy Walk Program, including, without limitation, the guidelines issued by NDSS for use of the
Buddy Walk Marks as set forth on Exhibit B attached hereto and incorporated herein (the "Logo
Usage Guidelines ");
WHEREAS, NDSS and Licensee mutually desire for Licensee to utilize the Buddy Walk
Marks and the Logo Usage Guidelines in the pursuit of the parties' common mission for the Buddy
Walk: Event; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, NDSS and Licensee agree as follows:
License Grant.
(a) Subject to Licensee's compliance with the terms and conditions set forth herein,
NDSS hereby grants to Licensee, during the Term of this Agreement, a limited, non - exclusive, non-
sublicensable, non - assignable, non - transferable, revocable right and license to use the Buddy Walk
Marks and the Logo Usage Guidelines solely in connection with the operation of the Buddy Walk
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9/1 1/2u12 Item 16.u.E.
Event and on promotional articles for the Buddy Walk Event bearing the Buddy Walk Marks,
including, without limitation, t- shirts, hats, sweatshirts, key chains, and water bottles (the "Licensed
Articles ").
(b) The license grant set forth in Section 2(a) of this Agreement shall include the right of
Licensee to: (i) display on Licensee's website a link to the NDSS websites (www.ndss.org and
www.budd)walk.ora) and (ii) use and display the Buddy Walk Marks on apparel, signs, printed
materials, letterheads, and other advertising materials created for the purpose of promoting the
activities of the Buddy Walk Event; and (iii) use "buddywalk" as part of the domain name for
Licensee's organization (e.g. www.yourtownbuddywalk.org).
(c) The license grant set forth in section 2(a) of this Agreement shall include the right of
the licensee to display the NDSS logo on apparel, signs, printed materials, letterheads, websites and
other advertising materials created for the purpose of promoting the activities of the Buddy Walk
event.
(d) The licensee shall include in registration brochures and websites, the following text
regarding the NDSS Buddy Walk:
The Buddy Walk® was developed by the National Down Syndrome Society in 1995 to celebrate
Down Syndrome Awareness Month in October and to promote acceptance and inclusion of people
with Down syndrome. The Buddy Walk has grown from 17 walks in 1995 to nearly 250 walks
planned for 2012 worldwide. In 2011, more than $11.2 million was raised nationwide to benefit local
programs and services, as well as the national advocacy and public awareness initiatives of NDSS
that benefit all individuals with Down syndrome.
2. Ownership.
(a) Licensee expressly acknowledges the ownership by NDSS of all right, title and
interest in and to the Buddy Walk Marks and the Logo Usage Guidelines. All rights not expressly
granted by NDSS to Licensee hereunder are reserved and retained by NDSS. Licensee acknowledges
that it has not acquired any ownership interest in the Buddy Walk Marks or the Logo Usage
Guidelines and will not acquire any ownership interest in the Buddy Walk Marks or Logo Usage
Guidelines by reason of this Agreement.
(b) Licensee agrees that it shall not, during the Term or thereafter, assert any claim
adverse to (i) NDSS' right, title or interest in or to the Buddy Walk Marks or (ii) NDSS' right to grant
the license hereunder.
(c) Licensee recognizes the important value of the goodwill associated with the Buddy
Walk Marks and acknowledges that such goodwill belongs to NDSS and all uses of the Buddy Walk
Marks by Licensee shall inure solely to the benefit of NDSS.
(d) Licensee agrees that it shall obtain approval from NDSS prior to using the Buddy
Walk Marks in a poem or a song.
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`I /2 ! 11 _ 1terc .�
Quality Control and Approval.
(a) Licensee shall submit to NDSS at the e-mail address
buddywalkartwork @ndss.org representative samples of all intended uses of the Buddy Walk
Marks for prior approval by NDSS (such approval not to be unreasonably withheld or
delayed). Such samples of Buddy Walk Marks should include, without limitation, website samples,
brochures, media releases and stories, banners, shirts, posters, sponsor forms, letters and letterhead.
NDSS shall send Licensee an e -mail confirming that NDSS received Licensee's submitted samples.
NDSS shall provide Licensee with approval or rejection (with description of the reason for the
rejection) of the submitted samples within five (5) business days after the date that NDSS confirms
receipt of Licensee's submission to Licensee. If NDSS rejects the samples, Licensee shall make all
changes requested by NDSS and resubmit the samples for approval by NDSS. If NDSS shall fail to
provide Licensee with notice of approval or rejection within five (5) business days, the samples shall
be deemed approved.
(b) Licensee agrees that NDSS has the right to establish quality control standards and
procedures other than those set forth in Section 4(a) of this Agreement as may be reasonably
necessary to ensure the quality of the Buddy Walk Event and the Licensed Articles to protect the
CF of the Buddv Walk Marks.
(c) Licensee agrees to use its best effort: to preserve the high standards and goodwill of
the Buddy Walk Marks so as to preserve and enhance the goodwill of the Buddy Walk Marks and the
favorable recognition with the public that the Buddy Walk Marks now carry.
(d Except as otherwise agreed to ir, writing- with NDSS, Licensee shall not deviate in its
use of the Buddy Walk Marks from the Logo Usage Guidelines. Licensee agrees to affix to the
Licensed Articles and any promotional or advertising materials bearing the Buddy Wall: Marks any
statuitory notices or legends required by applicable law or otherwise requested by NDSS.
Rovaltv.
(a) In consideration of the license granted herein by NDSS to Licensee, Licensee shall
pay NDSS a minimum of Seven percent (7 %) of all Net Profits, within one hundred and twenty (120)
calendar days following the conclusion of the Buddy Walk Event. At Licensee's option, Licensee
may pay NDSS more than Seven percent (7 %) of all Net Profits. "Net Profits" shall mean all funds
collected by Licensee as a result of the Buddy Walk Event, less any out of pocket expenses incurred
by Licensee related to the Buddy Walk Event. All payments submitted by Licensee to NDSS shall be
accompanied by the Financial Worksheet set forth on Exhibit C attached hereto and incorporated
herein.
(b) In consideration of the license granted herein by NDSS to Licensee, in the case that a
Licensee does not incur any Net Profits (i.e. net loss as a fundraising event or a non - fundraising
Buddy Walk Event), will pay NDSS a minimum of one hundred dollars ($100), within one hundred
and twenty (120) calendar days following the conclusion of the Buddy Walk Event. The one hundred
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dollar ($100) payment submitted by Licensee to
Worksheet set forth on Exhibit C attached hereto
Financial Worksheet would be completed with the
inclusion of one hundred dollars ($100) on line E.
5. Term and Termination.
0/11/2012 Item 16.u.6.
NDSS shall be accompanied by the Financial
and incorporated herein. In such a case the
exclusion of items B, C, and D and with the
(a) The term shall commence on the Effective Date and continue until December 31, 2012
unless sooner terminated in accordance with the provisions of this Agreement (the "Term ").
(b) Buddy Walk Events must be registered on www.buddvwalk.org at least 120 days prior
to the Buddy Walk Event.
(c) Licensees must submit this signed Agreement at least 90 days prior to the Buddy Walk
Event.
(d) NDSS may terminate this Agreement immediately upon notice to Licensee if Licensee
breaches any material term or condition of this Agreement and Licensee fails to cure any such breach
to the reasonable satisfaction of NDSS within thirty (30) days after NDSS notifies Licensee of such
breach. Licensee may terminate this Agreement after thirty (30) days notice to NDSS.
(e) Any right of NDSS to terminate this Agreement is in addition to and without prejudice
to any right or remedy NDSS may otherwise have under this Agreement or at law in respect of any
breach of this Agreement.
6. Representations and Warranties.
(a) Licensee represents and warrants to NDSS that (i) it has the power, authority and legal
right to execute, deliver and perform each and all of its obligations under this Agreement; (ii) all uses
of the Buddy Walk Marks shall comply with the Logo Usage Guidelines, as may be amended from
NDSS from time -to -time; and (iii) the Licensed Articles and the manufacture, marketing, promotion,
distribution and sale thereof, shall comply with all applicable state, federal and local laws, rules and
regulations.
(b) NDSS represents and warrants that it has the power, authority and legal rights to
execute, deliver and perform each and all of its obligations under this Agreement.
7. Infringement and Indemnity_
(a) Licensee agrees to promptly notify NDSS in the event Licensee reasonably believes
that any of the Buddy Walk Marks are being infringed or adversely affected by any unauthorized and
unlawful use by any third party, and Licensee further agrees to take no action of any kind with
respect to such infringement or adverse use, except by and in accordance with an express written
authorization of NDSS.
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(b) NDSS shall determine, in its sole discretion, whether to take any action to prevent
infringement and unauthorized use of any of the Buddy Walk Marks, and all costs for any such action
will be borne by NDSS, and all recoveries from any such action would be the sole and exclusive
property of NDSS.
(c) Licensee shall indemnify, defend, and hold harmless NDSS, and its directors and
officers from and against any and all liabilities arising from: (i) any acts of omission of Licensee in
connection with the performance of this Agreement or breach of any of its representations or
warranties. Collier County's indemnification is subject to the limits of §767.28, Florida Statute.
Notices.
All notices and demands under this Agreement shall be given in writing to the address
provided in the first paragraph of this Agreement by certified United States mail or a recognized
courier service. Notices shall be deemed received on the date of delivery recorded by the delivery
service. Courtesy copies may be sent by telefax, e -mail or other standard means.
Survival.
The terms and conditions of this Agreement providing for any obligations to be performed
following the effective date of termination or expiration of this Agreement shall survive until such
time as such obligations have been performed.
10. No Assignment.
This Agreement and the right: and obligations hereunder may riot be assigned, delegatec or
transferred by Licensee without prior written consent of NDSS. Any attempted transfer or
assignment in violation of this Agreement shall be null and void. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their permitted assigns.
11. General Provisions.
(a) Titles and captions of sections are for convenience only and neither limit nor amplify
the provisions of this Agreement.
(b) Nothing contained herein shall be construed to place the parties in the relationship of
partners, joint venturers, franchisees, franchisors, or agents, and no party shall have the power to
obligate or bind the other whatsoever.
(c) This Agreement (including all Exhibits incorporated herein by reference) constitutes
the entire agreement between the parties, with respect to the subject matter hereof and supersedes all
prior understandings, communications, and agreements between them, written or oral, regarding such
subject matter. This Agreement shall not be modified, nor shall any provision hereof be waived or
amended, except by written amendment executed by both parties.
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{1',,'213 i2- Item 16.�.i
(d) The determination that any provision of this Agreement is invalid or unenforceable
shall not invalidate this Agreement, and the remainder of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.
(e) None of the provisions of this Agreement may be waived or modified, except
expressly in a writing signed by both parties. However, failure of either party to require the
performance of any term in this Agreement or the waiver by either party of any breach shall not
prevent subsequent enforcement of such term nor be deemed a waiver of any subsequent breach.
(f) This Agreement shall be interpreted in accordance with, and enforced pursuant to, the
laws of the State of Florida, without regard to its conflict of laws provisions. The parties consent to
the exclusive jurisdiction of the federal and state courts in Collier County, Florida, as applicable, for
any dispute arising hereunder.
National Down Syndrome Society Licensee
By: By:
Name: Jon Colman Printed Name:
Title: Presidem. NDSS
Dated: August 8. 2012
Organization Name:
Officer Position for Organization:
Dated:
Approved as to form & legal wMaiencty
I
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0
w
f
Iterr 16.D.6.
EXHIBIT A
BUDDY WALK® LOGO TYPES
-
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One -color logo (English)
One -color logo (Spanish)
OWN SYNpRO
o
M
2 e
�S(it $%,
q*
.0
�
BUDDY
QMINM
WiUKe
DE AMIGMtm
Two -color logo with no gradations (English)
Two -color logo with no gradations
(Spanish)
pW N SYNDRO
PLO 41
�
�Or ..'. O
mow,
1S�NAL OE
T�� ��
O +tn+t q 4A4
Z' '�A
mmw
r..
i
WALK.
Un
Two -color logo with gradations (English)
Two -color logo with gradations (Spanish)
OW N SYNOR0
V
UOMAL DE j!N
oRO'rs
F F
BUD5y-
WALK.
DEAMIGOS.,
-
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9/11i2u`r2 Item 16).D.E,
Buddy Walk Type One -line (English)
Buddy Walk Type One -line (Spanish)
national dawn syndrome society
ff%m slim �! 1 �
NOT APPLICABLE
Buddy Walk Type Two -line (English)
Buddy Walk Type Two -line (S apish)
NOT APPLICABLE
national down syndrome society
Pi
■
W#UK@
i
NDSS Loo
Domain Names
Buddy Walk® website:
�'
http: / /www.buddvwalk.org
i
National Down Syndrome Society website:
r:
htto: / /www.ndss.or
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EXHIBIT B
n0wN symbgo._
BUDDY WALK® LOGO USAGE GUIDELINES
AND GRAPHIC STANDARDS
The Buddy Walk@ name and Iogo are trademarked properties of the National Down
Syndrome Society (NDSS), and therefore must be used with these guidelines.
Reminder: All intended uses of the Buddy Walk logo and Marks must be submitted through
buddvwalkartwork @ndss.or for approval prior to use.
• The NDSS Buddy Walk logo is the only legal graphical representation of the words `Buddy
Walk ". No organization or entity may develop another representation utilizing the words `Buddy
Wall: ".
• Tne registered trademark @ must accompany the Buddy Walk® logo and the first reference to the
Buddy Walk in printed materials and on your organization's website.
• The Buddy Walk logo must be used as a whole. No part or character may be removed from the
logo or used separately from the rest of the logo.
• The Buddy Walk logo must be reproduced using the authorized versions only. It cannot be
redrawn or changed in any way; but can be resized proportionately to fit on various items.
• There are two color versions of the Buddy Walk logo, one for use on t -shirts and merchandise (the
two -color logo with no gradation) and one for use on brochures, letterheads and websites (two -
color logo with gradations). Usage will depend on the printing process employed. A printer can
help determine which logo is right for your job.
• The two -color logo can only be printed in the official Buddy Walk colors of blue (Pantone 287)
and yellow (Pantone 123).
• If you are using the one -color logo, the authorized colors are black or white or the official Buddy
Walk colors of blue (Pantone 287) and yellow (Pantone 123).
• Additional logos include a Spanish version of each logo type as well as the words "Buddy Walk"
in both one and two -line versions.
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9A1/2C; 2- 1ierot 'iE.IJ.Z .
• When adding a city or group name to accompany the Buddy Walk logo, the text must be added
below the words Buddy Walk. Up to three lines of text may be added below the logo. (See
designs one and two)
• When adding the logo of a local group or sponsor, the logo must be added below the Buddy Walk
logo and it cannot exceed the width of the entire Buddy Walk logo. (See design three)
• If creating your own t -shirt design, the following guidelines must be followed: the Buddy Walk
logo must be on the front of the shirt and must be the focus of the design, the words "National
Down Syndrome Society" and "Buddy Walk" must be legible and cannot be removed from the
logo. (See design four)
• The "Steps for a Brighter Tomorrow" graphic with the Buddy Walk logo and skyline and the "Get
Involved, Be Inspired" design may also be used for t -shirts and printed materials.
• Registered Walk organizers may download a copy of the Buddy Walk logo from the Buddy Walk
website - _www.buddvwalk.org
0
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Examples of correct logo usage:
r— Design One I Design Two
�0*tA SYND4O._
Of Any Town
2012
QO *N SYIypRQA-
WALK,
2012
Local Group Name
Anytown, USA
Design Three I Design Four
ee "vs SYNU�C�
WALK,
Presented By:
nass
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Ift
0
4 6,1 Mef texet�eW
EXHIBIT C
oO*ta $VOW""
0 �
Y �
BUDDY
WALK,
COLLIER COUNTY ARE YOU DOWN WITH THAT WALK
BUDDY WALK® FINANCIAL REPORT
Date of Buddy Walk®
City / State of Walk
Number of Participants
EVENT FINANCIAL STATEMENT
A. Total funds raised (including event sponsors) $
B. Operating expenses $
C. Net proceeds (A -B) $
D. Net proceeds X Seven % (C x 7 %)
E. License fee to be paid to NDSS (minimum $ = D) $
F. Non - fundraising event or event with net loss ($140)
I certify that I am an officer of the above listed organization and that the information above is
accurate to the best of my knowledge.
Name of Registered Walk Organizer:
Signature of Walk Organizer
Name of Officer completing form:
Signature of Officer completing form:
Title:
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Date:
Remit payment and financial statement to: NDSS, 666 Broadway, 8�' Floor, New York, NY 10012
1LEGAL02131121894v5
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