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Home My WebLink AboutContract 42778 (2)CO SECRETARY ram NO, 421 18 FILM RELEASE AGREEMENT This Film Release Agreement ("Agreement") is made and entered into this day of 5 , 2012_ (the "Agreement"), 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 Fish Creek Films, L.L.C., ("Producer"), a Wyoming Limited Liability Company, acting by and through its duly authorized Member/Manager. City and Producer are collectively referred to herein as the "Parties." 1. RIGHTS: City hereby grants to Producer, its successors, licensees, and assigns and those acting under its authority, the right to use film of Will Rogers Memorial Coliseum (the "Premises") in connection with the proposed production tentatively titled "Extreme Mustang Makeover Documentary" (the Production"), and any related productions. Producer, its successors, assigns, and licensees shall be and remain the sole owner of the Production. Producer shall own all rights of every kind in and to the Production and all motion pictures, videotapes, photographs, and other recordings and depictions made by Producer (individually and collectively, "Recordings") on or about the Premises, and may reproduce, exhibit, and otherwise exploit such Recordings 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, provided, however, that Producer represents and agrees that neither the Recordings nor the Production will in any way disparage the products of the City of Fort Worth and the Premises or depict the City of Fort Worth or the 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 discretion of the Fort Worth City Manager. 2. CONSIDERATION: 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 this Agreement. 3. THIRD -PARTY RELEASES: 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 Film Release Agreement 1 of 5 01-12-12 P12:48 IN Recordings 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. Producer agrees to RELEASE, INDEMNIFY, AND HOLD HARMLESS THE CITY FROM AND AGAINST ANY THIRD -PARTY CLAIM RELATING TO THE UNAUTHORIZED USE, FILMING, TAPING, RECORDING, OR PHOTOGRAPHING OF ANY INDIVIDUAL OR THIRD -PARTY PROPERTY. 4. 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 ALLEGED DAMAGE OR LOSS TO CITY S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (i) PRODUCER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (n) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF PRODUCER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), OR SUBCONTRACTORS, RELATED TO PRODUCTION OR THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE 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 5. COPYRIGHT AND IMAGE PROTECTION: Producer, its designees, and assignees, may not use the designated marks or copyrights of the City of Fort Worth or the Premises or authorize such use on any internet website or on any other on-line site, except as specifically Film Release Agreement 2 of 5 approved by the City of Fort Worth and the Fort Worth Will Rogers Memorial Coliseum. Producer, its designees, or assignees, shall not have the right or license to manufacture or cause the production of merchandise items bearing the designated mark or copyright. 6. COMPLIANCE WITH LAWS. ORDINANCES. RULES. AND REGULATIONS: 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; and all rules and regulations adopted by the Fort Worth City Council pertaining to 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 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 7. VENUE AND JURISDICTION* 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. 8. NOTICES: 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 Public Events Department Attni Kirk Slaughter 1201 Houston Street Fort Worth, Texas 76102 With copy to: Tyler F. Wallach Assistant City Attorney 1000 Throckmorton Street Fort Worth, Texas 76102 If to Producer Fish Creek Films, L.L.C. Ann Alexandra Dawson 1550 Broken Wheel Lane P.O. Box 1335 Wilson, WY 83014 Film Release Agreement 3 of 5 9. COUNTERPARTS. This Agreement may be executed by the Parties in several counterparts, each of which shall be deemed to be an original copy. 10. SEVERABILITY. 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. 11. AMENDMENT. 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. • 12. ENTIRE AGREEMENT. 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 [SIGNATURES APPEAR ON FOLLOWING PAGE] Film Release Agreement 4 of 5 IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above. CITY OF FORT WORTH By- r Susan- - anis Assistant City Manager ATTEST: City Secretary APPROVED AS TO FORM AND LEGALITY By: Tyler F. Wallach Assistant City Attorney No M&C Required • Film Release Agreement FISH CREEK FILMS, _ L.C. By: Alexandra Dawson Member/Manager • OFFICIA CORD CITY SECRETARY FT. WORTH, TX FISH CREEK FILMS, L.L.C. By: c �'I�:� By: Susan A�anis Alexandra Dawson t�to �e�mber/Manager p0000poo 1�'‘? Pit o % aPI S 7 0 tray, oaci �0 0 eite po '�"l-n��Q 4 a b % 00.00 bit -City Secretary � �4�11XAS.�a,�Aa .t1U,��U-p. IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above. CITY OF FORT WORTH aloviA-0 Assistant City Manager APPROVED AS TO FORM AND LEGALITY By: A7.77 Tyler F. Wallach Assistant City Attorney No M&C Required OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Film Release Agreement — 5 of 5