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USE AGREEMENT FOR THE WILL ROGERS MEMORIAL CENTER
�YSEAg*EN THE CITY OF FORT WORTH AND WORLD OF WONDER PRODUCTIONS,INC.
This Location Use Agreement ("Agreement") is made and entered into by and between City of
Fort Worth, a home-rule municipal corporation of the State of Texas ("City"), acting by and through its
duly authorized Assistant City Manager, and World of Wonder Productions, Inc., ("Producer") acting by
and through its duly authorized agent. City and Producer are collectively referred to herein as the
"Parties."
WHEREAS, Producer is seeking permission from the City to enter upon the Will Rogers Memorial
Center for the purpose of filming in connection with the production currently entitled "Dancing Queen"
("Production")as provided for herein.
WHEREAS, the City has determined that the photography and production of the Production will
bring favorable publicity to the City and desires to make its facilities available to the Producer in
accordance with the terms of this Agreement.
NOW, THEREFORE, City and Producer for and in consideration of the covenants and
agreements hereinafter set forth,the sufficiency of which is hereby acknowledged,agree as follows:
1.
Premises
1.01 For the Term specified in Section 2 below, and any extensions thereof, City hereby grants to
Producer, its affiliates, successors, assigns, licensees, employees, representatives, independent contractors,
and suppliers (all of whom shall be included in the term "Producer")the non-exclusive right to enter upon,
in, and around the Fort Worth Will Rogers Memorial Center and specifically the Will Rogers Auditorium,
which is situated at 3401 W Lancaster Ave, Fort Worth, Texas 76107 ("Premises"), and to bring equipment
thereon to use the Premises for the purpose of taking still photography and video ("Images") in connection
with the Production.
1.02 The use of the Premises granted to Producer by City includes both the interior and exterior
areas and fixtures of the Premises. Access to the interior of the Premises shall not include any areas deemed
restricted by the City in its sole discretion.
2.
Term and Termination
2.01 Term. This Agreement shall be effective beginning at 8:00 a.m. on February 16, 2018 and
ending at 11:59 p.m. on February 17, 2018 ("Term"), unless terminated earlier pursuant to the terms of this
Agreement.
2.02 Option. At any time within 6 months from the date upon which the Term ended and with
the City's prior written consent, Producer may re-enter the Premises for such period as may be reasonably
necessary to photograph retakes or added scenes, subj ct to Producer's proves on of additional consideration
Location Use Agreement with World of Wonder Productions,Inc. OFFICIAL RECORD Page 1 of 11
CITY SECRETARY
FT.VY'OR1"Hj TXGavin McCoy Thursday,February 8,2018 at 12:29:21 PM Pacific Standard Time
as mutually agreed to by the Parties. In addition, if Producer desires to make subsequent use of the Premises
in connection with the Production, City hereby grants Producer an option for such use, subject to the mutual
written agreement of the Parties concerning the dates of use and any additional consideration to be provided
by Producer.
2.03 Termination. It is expressly provided that City and Producer shall have the right to
terminate this Agreement with or without cause upon ten (10) days' written notice. In the event that
Producer fails to comply with any of the terms and conditions of this Agreement, City shall have the right,
without notice, to declare the Agreement immediately terminated. No such termination of will affect the
Producer's ownership of the Images or any other recordings as set forth below in Section 5.
3.
Consideration
3.01 The City finds that the Production will bring favorable attention and publicity to the City
and further finds that this advantage constitutes adequate consideration for use of the Premises.
4.
Condition,Protection,and Restoration of Premises
4.01 Producer hereby acknowledges that (a) it accepts the Premises in its present condition, and
(b) City has made no representations to it regarding the safeness thereof or suitability for any particular
purposes.
4.02 Producer covenants and agrees that it shall take the Premises as it finds them and Producer
shall restore and yield said Premises, equipment, and all other properties belonging to the City back to the
City at the expiration of this Agreement in the same condition as existed at the commencement of this
Agreement and in which Producer found them, reasonable wear and tear excepted. Producer will pay the
costs of repairing (to its condition immediately preceding the occurrence of such damage, reasonable wear
and tear excepted) any damage that may be done to the Premises or the natural environment by any act of
Producer or anyone visiting the Premises upon the invitation of Producer, excluding any such damage
arising out of the negligence or misconduct of the City, its employees, agents, or contractors. The City shall,
in its reasonable discretion, determine whether any damage has been done, the amount of the damage, the
reasonable costs of repairing the damage, and whether, under the terms of the Agreement, Producer is
responsible. City shall reasonably judge the quality of the maintenance and damage of the Premises, fixtures,
structures, or the natural environment by the Producer. Producer shall remove from the Premises all
equipment and temporary sets and other materials placed thereon by Producer. If there is a dispute as to
whether Producer has repaired any damages to the Premises caused by Producer, City must first deliver to
Producer a reasonably detailed list of those items that have not been repaired and provide Producer with a
reasonable opportunity to inspect the Premises, but in no case less than seven (7) days after delivery of the
list,to determine the need for further repairs, if any.
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5.
Rights to Images and Project
5.01 Producer shall be and remain the sole owner of all Images. Producer shall own all rights of
every kind in and to the Images made on or about the Premises except as those right may be restricted by
this Agreement or by law, and may reproduce, exhibit, and otherwise exploit such images or other
depictions made on or about the Premises in connection with the Production in any manner or media
whatsoever (whether known or hereafter devised), in whole or in part, throughout the world in perpetuity
except as those rights may be restricted by this Agreement or by law; provided, however, that Producer
represents and agrees that neither the Images nor the Production will in any way disparage the products of
the City of Fort Worth or depict the City of Fort Worth or its facilities and Premises in any manner or use
that is, or that may claim to be, defamatory, untrue, or censorable in nature,or bring harm to the heritage and
history of Fort Worth or be used in any other manner deemed inappropriate as determined in the sole
reasonable discretion of the Fort Worth City Manager.
6.
RELEASE AND INDEMNIFICATION
6.01 Third-Party Release. Producer acknowledges that City lacks legal authority to grant
permission for the use of the names or likenesses of individuals who might appear in the Images or
Production. Producer shall be solely and exclusively responsible and liable with respect to obtaining any
filming and photography releases required with respect to persons and third-party property located on the
Premises. At a minimum, Producer shall provide and post signage in the immediate vicinity of its filming
locations at the Premises notifying members of the public that photographing and/or videotaping is being
conducted. Producer agrees to RELEASE, INDEMNIFY, AND HOLD HARMLESS THE CITY
FROM AND AGAINST ANY CLAIM RELATING TO THE UNAUTHORIZED USE, FILMING,
TAPING, RECORDING, OR PHOTOGRAPHING OF ANY INDIVIDUAL OR THIRD-PARTY
PROPERTY.
6.02 GENERAL INDEMNIFICATION: PRODUCER AGREES TO DEFEND,
INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND
EMPLOYEES, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS,
ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO,
THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING, BUT NOT LIMITED TO,
ALLEGED DAMAGE OR LOSS TO CITY'S BUSINESS AND ANY RESULTING LOST PROFITS)
AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, (COLLECTIVELY,
THE "CLAIMS") THAT ARISE OUT OF OR ARE OCCASIONED BY(i)PRODUCER'S BREACH
OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT
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ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF PRODUCER, ITS OFFICERS,
AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), OR
SUBCONTRACTORS, RELATED TO PRODUCTION, RECORDINGS, OR THE
PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR
IN THIS SECTION SHALL NOT APPLY TO ANY CLAIMS OR LIABILITY RESULTING FROM
THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE CITY OR ITS OFFICERS,
AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS. IN THE EVENT OF JOINT AND
CONCURRENT NEGLIGENCE OF BOTH PRODUCER AND CITY, RESPONSIBILITY, IF ANY,
SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE
CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS.
7.
Insurance
7.01 Prior to the time Producer is entitled to any right of access to or use of the Premises,
Producer shall procure, pay for and maintain the following insurance written by companies approved by the
State of Texas and acceptable to City. The insurance shall be evidenced by delivery to City of executed
certificates of insurance and/or certified copies of policies as determined by City.
7.02 Producer covenants and agrees to obtain and keep in force during the term of this
Agreement, Commercial General Liability Insurance, including Personal Injury Liability, Independent
Contractors Liability and Contractual Liability covering, but not limited to, the liability assumed under the
indemnification provisions of this Agreement, with limits of liability for bodily injury (including death) and
property damage of not less than One Million Dollars ($1,000,000), with an aggregate of not less than Two
Million Dollars($2,000,000). All insurance policies shall include the following:
1) The term of insurance is for the duration of each Event, which includes the period from the right
of access to set-up through the period allowed for removal of property;
2) The Producer is responsible for providing the City a thirty-day (30) notice of cancellation or
non-renewal of any insurance policy and may not change the terms and conditions of any policy
that would limit the scope or coverage, or otherwise alter or disallow coverage as required
herein;
3) All policies shall include a Waiver of Subrogation(Right of Recovery) in favor of the City of
Fort Worth;
4) a) Any deductible in excess of$5,000.00, for any policy that does not provide coverage on a
first-dollar basis, must be approved by City of Fort Worth Risk Management.
b) Any self-insured retention (SIR) in excess of $25,000.00, affecting required insurance
coverage, shall be acceptable to and approved by City of Fort Worth Risk Management in
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regards to asset value and stockholders' equity. In lieu of traditional insurance, alternative
coverage maintained through insurance pools or risk retention groups, must also be approved by
Risk Management.
c) Company issuing the insurance policy shall have no recourse against the City of Fort
Worth for payment of any premiums or assessments for any deductibles which all are at the sole
risk of Producer;
5) The terms "Owner", "City"or City of Fort Worth shall include all authorities, Boards, Bureaus,
Commissions, Divisions, Departments, and Offices of the City and the individual members,
employees and agents thereof in their official capacities and/or while acting on behalf of the
City of Fort Worth.; and
6) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by
City,to any future coverage, or to City's self-insured retention of whatever nature.
7) The City, its officials,employees, agents and officers shall be endorsed as an "Additional
Insured"to all policies except Employers Liability coverage.
8) Coverage shall be written on a per occurrence basis and the policy shall include Broad Form
Property Damage Coverage with an insurance company satisfactory to City. If insurance
policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance
for any differences is required. When required, Excess Liability shall follow form of the
primary coverage.
9) Automobile Liability Insurance shall provide coverage on any automobile, including and
defined as automobiles owned, hired and non owned with a One Million Dollar ($1,000,000)
combined single limit per accident or $250,000 Property Damage and $500,000 Bodily Injury
per person, per occurrence.
10) All policies shall be written by an insurer with an A-:VIII or better rating by the most current
version of the A. M. Best Key Rating Guide or with such other financially sound insurance
carriers acceptable to the City.
11) Deductibles shall be listed on the Certificate of Insurance and shall be on a "per occurrence"
basis unless otherwise stipulated herein.
12) If coverage is underwritten on a claims-made basis, the retroactive date shall be coincident with
or prior to the date of the contractual agreement and the certificate of insurance shall state that
the coverage is claims-made and the retroactive date. The insurance coverage shall be
maintained for the duration of the contractual agreement and for five (5) years following
completion of the service provided under the contractual agreement or for the warranty period,
whichever is longer. An annual certificate of insurance submitted to the City shall evidence
such insurance coverage.
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13) Certificates of Insurance shall be delivered to the Will Rogers Memorial Center, 3401 W
Lancaster, Fort Worth,Texas 76107, evidencing all the required coverages, including
endorsements.
7.03 Producer hereby waives subrogation rights for loss or damage against City, its officers,
agents and employees for personal injury(including death),property damage or any other loss.
7.04 Producer shall not do or permit to be done anything in or upon any portion of the Premises,
or bring or keep anything therein or thereupon which will in any way conflict with the conditions of any
insurance policy upon the Premises or any part thereof, or in any way increase the rate of fire insurance upon
the Premises or on property kept therein, or in any way obstruct or interfere with the right of the other
tenants of the Facilities,or injure or annoy them.
7.05 The City may terminate this Agreement immediately upon the failure of the Producer to
provide acceptable documentation of insurance as required by this Agreement.
8.
Force Majeure
8.01 Producer. If, because of illness of actors, director, or other essential artists and crew;
weather conditions; defective film or equipment; or any other occurrence beyond Producer's control,
Producer is unable to start work on the date designated above or work-in-progress is interrupted during the
use of the Premises by Producer, Producer shall have the right, at Producer's election, to (a) suspend or
extend the Term so that Producer may use the Premises at a later date to be mutually agreed upon by the
Parties, or(b)terminate the Agreement.
8.02 Com. If, by reason of Force Majeure as hereinafter defined, the City shall be rendered
wholly or partially unable to carry out its obligations under this Agreement, then the City shall give written
notice of the particulars of such Force Majeure to Producer within a reasonable time after the occurrence
thereof. The obligations of the City,to the extent affected by such Force Majeure, shall be suspended during
the continuance of the inability claimed and for no longer period, and the City shall in good faith exercise its
best efforts to remove and overcome such inability. Producer hereby waives any claim against City for
damages by reason of any delay due to Force Majeure.
8.03 The term "Force Majeure" as utilized herein shall mean and refer to acts of God; strikes,
lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots;
epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board,
department, commission, or agency of the United States or of any state; declaration of a state of disaster or
emergency by the federal, state, county, or City government in accordance with applicable law; any arrests
and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control.
9.
Intellectual Property
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9.01 Producer may not use any designated marks or copyrights of the City of Fort Worth or the
Fort Worth Will Rogers Memorial Center or authorize such use on any internet website or on any other on-
line site, except as specifically approved by the City of Fort Worth or except as may be captured within the
recordings. Producer, its designees, or assignees, shall not have the right or license to manufacture or cause
the production of merchandise items bearing the City's designated marks or copyright.
9.02 Producer agrees to assume full responsibility for complying with all State and Federal
Intellectual Property Laws and any other regulations, including, but not limited to, the assumption of any
and all responsibilities for paying royalties that are due for the use of other third-party intellectual property
works by Producer. City expressly assumes no obligations, implied or otherwise, regarding payment or
collection of any such fees or financial obligations. City specifically does not authorize, permit, or condone
the reproduction or use of any intellectual property by Producer without the appropriate licenses or
permission being secured by Consultant in advance. IT IS FURTHER AGREED THAT PRODUCER
SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS CITY FROM AND
AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF
EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S
FEES, TO WHICH THE CITY MAY BE SUBJECTED ARISING OUT OF OR RELATED TO
PRODUCER'S USE OF ANY THIRD-PARTY INTELLECUTAL PROPERTY BY REASON OF AN
ALLEGED OR ACTUAL INTELLECTUAL PROPERTY VIOLATION, EXCEPT THAT THE
INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY
RESULTING FROM THE SOLE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE
CITY. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing
shall be the exclusive obligation of Consultant.
10.
Compliance with Laws, Ordinances,Rules,and Regulations
10.01 Producer covenants and agrees that it shall not engage in any unlawful use of the
Premises. Producer further agrees that it shall not permit its officers, agents, servants, employees,
contractors, subcontractors,patrons, licensees,or invitees to engage in any unlawful use of the Premises, and
Producer immediately shall remove from the Premises any person engaging in such unlawful activities. Any
continued, uncured, unlawful use of the Premises by Producer, following written notice thereof to Producer,
shall constitute a breach of this Agreement. Producer agrees to comply with all federal, state, and local
laws; all ordinances, rules, and regulations of City of Fort Worth; all rules and regulations established by the
Public Events Department Director(as communicated to the Producer); and all rules and regulations adopted
by the Fort Worth City Council pertaining to the conduct required on the Premises, as such laws, ordinances,
rules, and regulations exist or may hereafter be amended or adopted. If City notifies Producer or any of its
Location Use Agreement with World of Wonder Productions,Inc. Page 7 of 11
Gavin McCoy Thursday,February8,2018 at 12:29:21 PM Pacific Standard Time
officers, agents, employees, contractors, subcontractors, licensees, or invitees of any violation of such laws,
ordinances,rules, or regulations, Producer shall use best efforts to bring an end to and correct the violation.
11.
Security
11.01 Nothing herein shall make the City liable for, or a guarantor of, safety of persons or
property on the subject Premises herein. Producer acknowledges that Producer is not relying on the City to
provide security services and that the City has made no representations with respect thereto. The Producer
shall be solely responsible for all costs and expenses associated with security systems and/or personnel
employed by Producer to protect the Producer's property, with any such security arrangements as might
affect the Premises being subject to the City's approval.
12.
Venue and Choice of Law
12.01 If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas
or the United States District Court for the Northern District of Texas — Fort Worth Division. This
Agreement shall be construed in accordance with the laws of the State of Texas.
13.
Notices
13.01 All written notices called for or required by this Agreement shall be addressed to the
following, or such other party or address as either party designates in writing, by certified mail, postage
prepaid, or by hand delivery:
If to City of Fort Worth If to Producer
Public Events Department World of Wonder Productions, Inc.
Attn: Kirk Slaughter Attn: Tom Wolf
1201 Houston Street 6650 Hollywood Blvd., Ste. 400
Fort Worth,Texas 76102 Hollywood CA 90028
With copy to:
City Attorney
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
14.
Right of Entry
14.01 At all times during the term of this Agreement, City shall have the right, through its agents
and representatives, to enter into and upon the Premises during reasonable business hours for the purpose of
examining and inspecting the same for the purpose of determining whether Producer shall have complied
with all of its obligations hereunder in respect to the use of the Premises.
14.02 During any inspection, City may perform any obligations that City is authorized or required
Location Use Agreement with World of Wonder Productions,Inc. Page 8 of 11
Gavin McCoy Thursday,February 8,2018 at 12:29:21 PM Pacific Standard Time
to perform under the terms of this Agreement or pursuant to its governmental duties under federal state or
local laws, rules, or regulations.
15.
Independent Contractor
15.01 Producer shall operate hereunder as an independent contractor as to all rights and privileges
herein contained and nothing herein shall be construed as creating a partnership or joint enterprise between
Producer and City.
16.
No Waiver and Headings
16.01 The failure to insist upon a strict performance of any of the covenants or agreements herein
set forth or to declare a forfeiture for any violation thereof shall not be considered or taken as a waiver or
relinquishment for the future of City's rights to insist upon a strict compliance by Producer with all the
covenants and conditions.
16.02 The headings in this Agreement are inserted for reference only, and shall not define or limit
the provisions hereof.
17.
Review of Counsel
17.01 Each party, and if it so chooses, its attorney has had the opportunity to review and comment
on this document, therefore any rule of contract construction or interpretation that would normally call for
the document to be interpreted as against the drafting party shall not apply in interpretation of this
Agreement,and each section, portion, and provision of this Agreement shall be construed solely on the basis
of the language contained therein,regardless of who authored such language.
18.
Counterparts,Severability,and Amendment
18.01 This Agreement may be executed by the Parties in several counterparts, each of which shall
be deemed to be an original copy.
18.02 In the event any one or more of the provisions contained in this Agreement should for any
reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if
such invalid, illegal,or unenforceable provision had never been contained herein.
18.03 No amendment, modification, or alteration of the terms hereof shall be binding unless the
same is in writing, dated subsequent to the date hereof, and duly executed by the Parties.
19.
Signature Authority
19.01 The person signing this Agreement hereby warrants that he/she has the legal authority to
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Gavin McCoy Thursday,February 8,2018 at 12:29:21 PM Pacific Standard Time
execute this agreement on behalf of the respective party, and that such binding authority has been granted
by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled
to rely on this warranty and representation in entering into this Agreement.
20.
Governmental Powers
20.01 It is understood and agreed that by execution of this Agreement,the City does not waive or
surrender any of its governmental powers.
21.
Entire Agreement
21.01 This written instrument (together with any attachments, exhibits, and appendices)
constitutes the entire understanding between the parties concerning the use of the Premises hereunder, and
any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall
be void.
IN��//WITNESS WHEREOF,the parties have signed this Agreement in Fort Worth,Tarra ounty,Texas on
l^day ofU ,2018.
CITY OF FORT WORTH WO OF WO EIS PRODUCTIONS,INC.
r
By.a/ rV By: if
San Alanis Tom if
i
Assistant City Manager COO
APPROVED AS TO,�AND LEGALITY:
By: 1�
City Attorne ,Css"
ATTES Q:
By. �,{
City Sf
tary _
No M&C required
XA�
OFFICIAL RECORD
Location Use Agreement with World of Wonder Productions,Inc. CITY SECRETARY Page 10 of 11
FT.WORTN,TX
Gavin McCoy Thursday,February 8,2018 at 12:29:21 PM Pacific Standard Time
State of
County of
This instrument was acknowledged before me on this day of February, 2018,by Tom Wolf, COO
of World of Wonder Productions, Inc., a California corporation, on behalf of said corporation.
Sae i d4e,� (41"fa rrl1c-kkA 0 jp�Srr�rvf
(Personalized Seal) Notary Public's Signature dd
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Name of Employee
it L1-
Title
Location Use Agreement with World of Wonder Productions,Inc. Page 11 of 11
Gavin McCoy Thursday,February 8,2018 at 12:29:21 PM Pacific Standard Time
a
CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
State of California
County of Los Angeles
On February 8,2018 before me,Mark Yoon,Notary Public
(Here insert name and title of the officer)
personally appeared Tom Wolf
who proved to me on the basis of satisfactory evidence to be the person(s)whose name Is subscribed to
the within instrument and acknowledged to me thateOh"ley executed the same inishefAe4authorized
capacity(ies)-, and that by is ' signature(s)on the instrument the person(s), or the entity upon behalf of
which the person(s)acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
MARK YOON
WITNESS my hand and official seal. z '• Notary Public-CaldaniaLos Angeles County
Commission 9 2202255
My Comm.Expires Jul 20,2021
Signature of tary Public otary Seal)
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