Backup Documents 04/22/2014 Item #16D 6 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT T (1
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGN 60 6
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s)(List in routing order) Office Initials Date
1.
2.
3. Colleen Greene County Attorney Office 0[6._
4' d-C (1-''
4. BCC Office Board of County "AA ‘c-,-.1
Commissioners \j / A\ZS\.■4
5. Minutes and Records Clerk of Court's Office
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the
addressees above,may need to contact staff for additional or missing information.
Name of Primary Staff Natali Betancur cx s - _. Phone Number 239-252-4059
Contact/ Department ,�--
Agenda Date Item w s 04/22/14 Agenda Item Number c 16D6
Approved by the BC
Type of Document Agreement Number of Original 1
Attached Documents Attached
PO number or account � /
number if document is \YC._
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? NB
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be NB
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the NB
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's NB
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip NB
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 04/22/14 and all changes made during NB
the meeting have been incorporated in the attached document. The County / p
Attorney's Office has reviewed the changes,if applicable. 1/
9. Initials of attorney verifying that the attached document is the version approved by the NB
BCC,all changes directed by the BCC have been made,and the document is ready for e
Chairman's signature. CO
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip wWS Original 9.03.04,Revised 1.26.05, vised 2.24.05; iced 11/30/12
1606 '
MEMORANDUM
Date: April 29, 2014
To: Natali Betancur, Operations Analyst
Park & Recreation — Beach & Water
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: An Trademark License Agreement between the County and
the National Down Syndrome Society for the October 25, 2014
Buddy Walk at North Collier Regional Park
Attached for your records is a copy of the agreement referenced above, (Item #16D6)
approved by the Board of County Commissioners on Tuesday, April 22, 2014.
The original is being held in the Minutes and Records Department for the Official
Record.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
16 D6
national down syndrome so. tv
ri 411 ss$
TRADEMARK LICENSE AGREEMENT
This Trademark License Agreement ("Agreement") is made and entered into, effective this 22"d day
of April, 2014 ("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, 8th Floor, New York, New York 10012 and Collier County ("Licensee") located in
Naples, FL 34109 . This Agreement is for Licensee's local walk in Naples,FL to be held on October
25, 2014 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 1995, NDSS has used the mark BUDDY WALK and other related marks
set forth on Exhibit A attached hereto and incorporated herein (the "Buddy Walk Marks") to identify
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:
1. 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
Event and on promotional articles for the Buddy Walk Event bearing the Buddy Walk Marks,
LEGAL02/31121894v5
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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.buddywalk.org) 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 300 Walks
planned for 2014 worldwide. In 2013, more than $12.2 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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3. 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
goodwill of the Buddy Walk Marks.
(c) Licensee agrees to use its best efforts 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 in 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 Walk Marks any
statutory notices or legends required by applicable law or otherwise requested by NDSS.
4. Royalty.
(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
dollar ($100) payment submitted by Licensee to NDSS shall be accompanied by the Financial
Worksheet set forth on Exhibit C attached hereto and incorporated herein. In such a case the
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Financial Worksheet would be completed with the exclusion of items B, C, and D and with the
inclusion of one hundred dollars ($100) on line E.
5. Term and Termination.
(a) The term shall commence on the Effective Date and continue until December 31,
2018. unless sooner terminated in accordance with the provisions of this Agreement (the "Term").
(b) Buddy Walk Events must be registered on www.buddywalk.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.
(b) 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.
(c) 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.
(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
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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 and (ii) the Buddy Walk Event, including, without limitation, injuries to spectators or
participants, regardless of fault or negligence. Collier County's liability subject to limitations in
S768.28, Fla. Stat., Florida's sovereign immunity statute.
8. 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.
9. 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 rights and obligations hereunder may not be assigned, delegated 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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(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 New York, without regard to its conflict of laws provisions. The parties consent
to the exclusive jurisdiction of the federal and state courts in New York, New York, as applicable, for
any dispute arising hereunder.
National Down Syndrome Society Licensee
/ %P .w
By: (// B /
Name: Jon Colman Printed Name: a IA a G
Title: President, NDSS Organization Name: Cn I I ic°r COV y
Dated: March 26, 2014 Officer Position for Organization: hci i r man
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Dated: AA IZZ�1�
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3�1ltt lk ; •;`foROCK,Clerk
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ssistant Cop Attorney
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EXHIBIT A
BUDDY WALK® LOGO TYPES
One-color logo (English) One-color logo(Spanish)
v0*" SYNORQ=! t‘*G`ONAL DE S//yORO
Oar• • • � vo� • �z � < ° z
BUDDY CANNATA
WALK® DE AMIGOS,
Two-color logo with no gradations (English) Two-color logo with no gradations
(Spanish)
, s SYNDR
��O Oyu ��S�pAZ tit {rNr/,c
P • s
zoyttp*ak ,;,
Id kW°
z
BUDDY CANNATA
WALK® DEAMIGOS .
Two-color logo with gradations (English) Two-color logo with gradations (Spanish)
X90' SYNN_ It'G`p$AL DE S1/4-Clif
V" . s • R 9.61>WitAk
4' ?awk,,,,............„(
z ____„.....„
BUDDY CAMINATA
WALK ® DE AMIGOStn,
_ 7 _
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Buddy Walk Type One-line (English) Buddy Walk Type One-line(Spanish)
national down syndrome society
BUDDYWALK, NOT APPLICABLE
Buddy Walk Type Two-line (English) Buddy Walk Type Two-line (Spanish)
NOT APPLICABLE
national down syndrome society
BUDDY
WALK®
NDSS Logo Domain Names
Buddy Walk®website:
national down syndrome society http://www.buddywalk.org
National Down Syndrome Society website:
http://www.ndss.org
e.�
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EXHIBIT B
Vo o*"
SYNpQO4,
z � '
BUDDY
WALK®
BUDDY WALK® LOGO USAGE GUIDELINES
AND GRAPHIC STANDARDS
The Buddy Walk® name and logo 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.org 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
Walk".
• The registered trademark®must accompany the Buddy Walk®logo and all references 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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16fl6 ,4,
• 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 following Buddy Walk®t-shirt design contest winning designs can also be used for t-shirts
and printed materials: "Together For Down Syndrome,"Get Involved, Be Inspired," and "Steps
for a Brighter Tomorrow."
• Approved Walk organizers may download a copy of the Buddy Walk®logo from the Buddy
Walk® website -.www.buddywalk.org
Examples of correct logo usage:
Design One Design Two
/CDR 0 itet t
4 c'8, n ALL _ G
4 o s &
Co 1
• • national down syndrome society
a' S
BUDDY WALK
Il■ BU ata49 Si cet Scxeww t
WALK. wu .Ocuv 0.191)
2 0 l 3 s,.t.rm
Design Three Design Four
. i=4 DU0
��
yN SYpq 40,,,,
,4,,,
Z . ,�
SO�ietY
yrofne
BUDDY 111
a1 down 5Y Ko
■
VII W 'w nation+
11•46,4„ V� wow
DOWN SYNDROME a .
FARGO 2,) : d�
Ni..'. �,;\,
ea7 y ao' Elsa - E.S .
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EXHIBIT C
?'�v01 SYNp404,
is •
BUDDY
WALK®
Collier County Parks and Recreation
Department
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($100) $
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:
Date:
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Remit payment and financial statement to:NDSS,666 Broadway,8th Floor,New York,NY 10012
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