HomeMy WebLinkAboutContract 51725 CITY SECRETARY
DEC 2018 CONTRACT NO. T15
�
of FORT WORTH �
SECRETARY
DE W O L F E MUSIC
�G �QA � �ro 37 west 17th Street, Suite 7E, New York, NY 10011
wy,v dewolfemusic.com 1 (212) 254-0524
1IL DE WOLFE - PRODUCTION MUSIC AGREEMENT
1. Licensor-De Wolfe Music USA,Inc.-(Hereafter referred to as"we","us,our);
2. Licensee—City of Fort Worth(Hereafter referred to as"you","your").
Introduction
A We own and/or control the copyright and all other rights in and to the Repertoire.
B You have requested to use certain rights in the Repertoire in your Productions and we have agreed to permit
such usage subject to the terms hereof.
C It is important that you read and understand this agreement before using any of the Repertoire. By using any
of the Repertoire you agree to be legally bound by this agreement. If you do not agree with the terms of this
agreement,you may not use the Repertoire.
1. Definitions
1.1 The following definitions shall have these meanings:
License Fee means the fee set out in clause 2.
License Period/Term means the period commencing as of November 1,2018 and continuing for
a period of thirty-nine(39)months as specified in clause 3.
Permitted Media means the Licensed Media granted as defined in Schedule 2.
Productions means the audiovisual works created by Licensee for exhibition and
distribution by Licensee by means of the Permitted Media as defined in
Schedule 1.
Repertoire means all musical compositions and sound recordings in the De Wolfe
Music Production Library and the De Wolfe Music Sound Effects Collection
(SFX).
Restrictions means any restrictions or reservations applicable to the use of the
Repertoire as specified in clause 5.
Territory means the geographic region to exhibition, perform, broadcast or
distribute the Licensed Productions as specified in Schedule 3.
t, r—
R�CEIVD OFFICIAL RECORD
JAN _4 2019 CITY SECRETARY
CIN 0�FOP'T WORT" FT. WORTH,TX
CIN SECRETARY _. _
tADE WOLFE MUSIC
37 west 17th Street,Suite 7E, New York, NY 10011
www,dewolfemusiccom 1 (212) 254.0524
2. License Fee
In consideration of the rights granted hereunder you shall pay us the sum of two thousand five hundred
twenty dollars($2,520.00)US,invoiced and paid annually at the rate of$840.00.There will be no charge for
the three(3)month promotional period from November 1,2019 through January 31,2020.
3. License Period/Term
The term of this agreement shall commence as of November 1, 2018 and shall continue for the period of
thirty-nine (39) months. Upon expiration of the Term,this agreement shall thereafter continue from year to
year on all the same terms and conditions except for the amount of the License Fee (which shall be
negotiated in good faith between the parties hereto), unless terminated in writing by either party at least
sixty (60) days prior to the expiration of the then current Term. Notwithstanding the foregoing, it is
understood all Licensed Productions produced during the Term are licensed in perpetuity.
4. Grant of Rights
4.1 Subject to the payment of the License Fee we grant to you the non-exclusive right to include, embody,
synchronise or otherwise use the Repertoire in or together with the Productions and to exploit the same
during the License Period in the Permitted Media throughout the Territory only.
4.2 Upon expiry or termination of the License Period for any reason all rights granted hereunder shall revert to us
and you shall make no further usage of the Repertoire.
5. Restrictions
5.1 Other than the rights granted in clause 4,no rights of any kind whatsoever in or relating to the Repertoire are
hereby granted or otherwise deemed to be granted to you and in particular without detracting from the
generality of the foregoing no right or interest in respect of the copyright of the Repertoire is granted to you
and the rights granted do not confer:
5.1.1 any right to sell, hire or otherwise dispose of copies of the Repertoire or any part thereof;
5.1.2 any right to make any arrangement or rerecording, edit, adaptation or material alteration of the
Repertoire without prior written consent from us;
5.1.3 any right to manufacture sell or use the Repertoire separately from or independently to the
particular Product;
5.1.4 sell or in any way make commercial gain from the out of context use of the Repertoire;and
5.1.5 use the Repertoire for any purpose other than in accordance with this Music Usage License.
5.2 No direct performing rights are granted under this agreement and if the rights granted hereunder include the
right to broadcast or perform the Production, then such broadcast or performance shall only be permitted
through the facilities of a station or other venue having a valid performing rights license from ASCAP or other
performing rights society in the Territory which controls the musical compositions contained in the
Repertoire. If these rights granted hereunder include the right to sell or otherwise distribute copies of
Production hereunder,any payments which may be payable to mechanical rights collection agencies or other
entities in any part of the Territory shall be your sole responsibility.
DE WOLTE MUSIC
37 west 17th Street, suite 7E, New York, NY 10011
www.dewolfemusic.com ( (212) 259-0524
5.3 You shall be entitled to access to BWAV, MP3 and AIFF format audio files as hosted for download on our
website. All of the foregoing are herein referred are"Other Materials." Upon termination of this agreement
for any reason whatsoever,you will immediately stop using the Repertoire for any new Productions.
6. Payment
6.1 You shall pay the License Fee prior to any usage of the Repertoire.
6.2 Upon notification by us to you that payment of the License Fee has been received, you may exploit the
Productions in accordance with the terms hereof.
6.3 In the event that any use of the Repertoire is made by you without payment of the License Fee or use of the
Repertoire is made by you which is beyond the scope of this agreement License then we shall be entitled to
charge and you hereby agree to pay a License Fee in accordance with the Rate Card which is prevailing at the
time.
7. Copyright
7.1 You acknowledge that all right to copyright and other rights pursuant to the Repertoire is and will remain our
exclusive property.
7.2 The Repertoire may change from time to time and we shall inform you if any part of the Repertoire is not
available for usage hereunder. Receipt by you of such notice shall constitute your acceptance of a change to
this agreement.
8. Warranties and Liabilities
8.1 We warrant that we own and/or control the copyright in the Repertoire and that we have the right to enter
into this agreement and grant to you the rights in the Repertoire and the Repertoire shall not infringe the
right of any third party.Without limitation to the foregoing we warrant that:
8.1.1 we have the right to exploit the Repertoire in any manner contemplated by this agreement;and
8.1.2 all persons contributing to or performing in the Repertoire have given all consents necessary to
exploit the Repertoire in any manner contemplated by this agreement without further payment.
8.2 You warrant that you have the right to make this agreement.
9. Liability
9.1 To the extent allowed by Texas law,we shall not be liable to you for any loss of goodwill, reputation, profit or
any indirect special or consequential loss, damage, costs, expenses or other claims that are caused by our
negligence or otherwise arise out of or in connection with your use of the Repertoire.
9.2 No partnership or agency is created by this agreement and neither party shall represent otherwise.
9.3 If any clause or part of this agreement or the application of such to any party shall for any reason be
adjudged by a court or other legal authority of competent jurisdiction to be invalid,such judgment shall not
affect the remainder of this agreement,the terms of which shall remain in full force and effect.
DE WOLTE MUSIC
37 west 17th Street, Suite 7E, New York, NY 10011
www.dewolfemusic.com ( (212) 254-0524
9.4 The laws of the State of Texas shall govern this agreement and the courts shall have exclusive jurisdiction.
4Fo and o of City Attorney
De and
Music USA Inc. For and on behalf of
City of Fort Worth
./.a M�-c ,h.P.�•
Fernando Costa
Assistant City Manager
For and on behalf of
City of Fort Worth
/q�ot2
City Secretary
For and on behalf of
City of Fort Worth
OFFICIAL REI
CITY SECRET
FT. WORTH
DE W'OLFE MUSIC
37 west 17th Street, Suite 7E, New York, NY 10011
www.dewoifemusic.com 1 (2 12) 259.0524
SCHEDULE 1
Productions
Licensed Productions: Local cable TV and video productions (including paid online commercials, promos and PSAs)
streamed online via multiple URLs.
Licensed Location:401 West 2nd Street,Fort Worth,TX 76102
SCHEDULE 2
Permitted Media
"Broadcast Rights" means the right to broadcast the Productions on Local cable television within the
Territory.
"Internet Streaming Rights" means the right to make the Productions available via the Internet for streaming
via multiple websites, (excluding productions streamed online pursuant to a
subscription or pay-per-view billing system).
SCHEDULE 3
Licensed Territory: State of Texas except with respect to the Internet,which shall be worldwide.
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 Empl yee/Signature
P01011c,
a vmend
Title
❑ This form is N/A as No City Funds are associated with this Contract
Printed Name Signature
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX