HomeMy WebLinkAboutContract 35788Location: Ext Jungle Road
Episode No. I Dates: 307 I September 12, 2007
LOCATION AGREEMENT �j�-Y SECRET�IR�'
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This Agreement is made this 1 lth day of September, 2007 (the "Agreement"), between City of Fort Worth, home
rule municipal corporation of the State of Texas located within Tan�ant, Denton, Wise and Parker Counties, Texas
(hei•einafter referred to as "City") acting by and through its duly authorized Assistant City Manager, and
Twentieth Century Fox Television, a unit of Twentieth Century Fox Film Corporation ("Producer"), at Bldg.
2121, Suite 1400, P.O. Box 900, Beverly Hills, California 90213, Attn: TCFT Legal Affairs. City and Producer
are collectively referred to herein as the "Parties."
1. GRANT: For the term specified in Paragraph 2 below, and any extensions thereof, City hereby grants to
Producer, its affiliates, successors, assigns, licensees, employees, repr•esentatives, independent contractors and
suppliers (all of whom are included in the term "Producer"), the right to enter upon the property situated at 9601
Fossil Ridge Rd, Fort Worth, TX 76135 ("Property") to bring equipment thereon, to erect thereon temporary
motion picture structures and sets in order to use the Property for the puipose of making still and motion pictures,
commercials, trailers, and soundtrack recordings (individually and collectively, "Recordings") in connection with
the production currently entitled "Prison Break" ("Production").
2. TERM/PAYMENT: Producer may use the Property as reasonably necessary for the photography and
recording of the Production commencing on or about Wednesday, September 12, 2007, and continuing until
approximately Friday, September 14, 2007 ("Term"). As consideration in full for the use of the Property,
Producer agrees to pay City the total sum of $1500.00 (One Thousand Five Hundred & 00/100 Dollars) for the
days which Producer actually uses the Property, such sum to be payable prior to commencement of the Term and
broken down as follows:
3. DESCRIPTION: The use of the Property granted to Producer by City includes, without limitation, all
interior and exterior areas of the Property, furniture and fixtures located on or about the Property, Property shall
exclude the interior of Fort Worth Nature Center Welcome Center building and the contents, including, but not
limited to, the furniture and fixtures.
4. OPTIONS: 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 Property for such period as may be reasonably necessary to
photograph retakes or added scenes, subject to Producers payment of additional money computed and payable on
the basis specified in Paragi•aph 2. In addition, if Producer desires to make subsequent use of the Property in
connection with the Production, City hereby grants Producer an option for such use, subject to the mutual
agreement of the Parties concerning the dates of use. The compensation for such use shall be computed and
payable on the basis specified in Paragraph 2.
5. PROTECTION AND RESTORATION OF PROPERTY: 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 Agi•eement 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 da�nage t�r�� �a�-be-��e to
the Premises or the natural environment by any act of Licensee or any of Producer's eiiriployee�,i? g°'e�'s�;:o�'i�ers,
or anyone visiting the Premises upon the invitation of Producer, excluding any such dama,ge a�;ISip;�r�out of the
ne li ence or misconduct of the Cit , its em lo ees, a ents or contractois. The Cit shall i' �;'�s �r-��sonable
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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/or damage of the Premises, fixtures, structures, or the natural
environment by the Licensee. Producer shall remove from the Property 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 Property caused by Producer, City must first deliver to Producer a reasonably detailed list of those items
which have not been repaired and provide Producer with a reasonable opportunity to inspect the Property, but in
no case less than seven (7) days after deliveiy of the list, to determine the need for further repairs, if any.
6. RIGHTS: Producer, its successors, assigns and licensees shall be and remain the sole owner of all Recordings
and Producer shall have all rights, without limitation, peipetually and irrevocably in all media and technology
now known or hereafter devised, throughout the universe, to use and reuse said Recordings in connection with
any productions as Producer shall elect. Producer shall not refer to the Properly by its actual name or a derivation
thereof, but has the right to refer to the Property by a fictitious name, the right to attribute fictitious events as
occurring on the Property, and the right to replicate the Property and use such replication in Producers sole
discretion.
7. USAGE: Except as provided by Section 11 and Section 14 of this Agreement, City may not terminate or
rescind the permission granted to Producer hereunder. In the event of any claim by City against Producer,
whether or not material, City shall be limited to City's remedy at law for damages, if any, and City shall not be
entitled to enjoin, restrain or interfere with the filming, broadcast, exhibition, distribution or other exploitation of
any of Producers audio-visual works, including, but not limited to the Production, or any of Producers rights
hereunder. Owner acknowledges and agr•ees that the Property is a primary location for use by Producer as part of
the photography of the Production, and that any interference with use thereof by Producer shall cause Producer
substantial monetary and other damage which can not be adequately compensated in an action at law for
damages. Accordingly, without limiting any other right or remedy of Producer, Owner agrees that Producer shall
be entitled to injunctive and other equitable relief to prevent any interference with use of the Property by
Producer hereunder. Nothing contained herein shall be construed to obligate Producer to use the Recordings,
including without limitation, to e�ibit the Production or any other program containing the Recordings, or to use
any name connected with the Property in connection with any program.
8. INDEMNIFICATION: PRODUCER AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS
OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS 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
OWNER'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) CITY'S
BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) 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 PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY
RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS,
EMPLOYEES OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT
NEGLIGENCE OF BOTH PRODUCERAND 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.
9. INSURANCE: At its own expense and at all times during the term hereof, Producer shall procure and
maintain insurance that fully covers the risks and indemnity obligations assumed by Producer, including general
liability and property damage insui•ance.
10. WARRANTIES: City warrants, represents and agrees that City is fully authorized to enter into this
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Agreement and has the right to gi•ant to Producer the use of the Propei-ry as described herein and to grant each of
the rights herein granted.
11. FORCE MAJEURE:
a. PRODUCER: If because of illness of actois, director, or other essential artists and crew, weather
conditions, defective film or equipment or any other occunence beyond Producer's control, Producer is unable to
start work on the date designated above and/or work in progress is interrupted during the use of the Property by
Producer•, Producer shall have the right, at Producer's election, to (a) suspend and/or extend the Term so that
Producer may use the Property at a later date to be mutually agreed upon by the Parties, or (b) terminate the
Agreement.
b. CITY: 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 wt•itten 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 be in good faith exercise its best efforts to remove
and overcome such inability, or at Producer's election, Producer may terminate the Agreement and City shall i•emit
a pro rata refund of the fee within fourteen (14) days thereof.
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; orders of any kind of the government of the United States, the
State of Texas, or any other civil or military authority; insurrections; riots; epidemics; landslides; earthquakes;
lightning; fires; hurricanes; storms; floods; washouts; oi• other natural disasters; arrest; restraint of government
and people; civil disturbances; explosions; breakage or accidents to machinery, pipelines or canals; or other
causes not reasonably within the control of the party claiming such inability.
12. CONFIDENTIALITY: City agrees to use best efforts to keep and retain in the strictest confidence all plot or
story line information and materials disclosed to or obtained by City concerning or relating to the Production
and/or Producer.
13. COPYRIGHT AND IMAGE PROTECTION: Producer, its designees or assignees, may not use the City of
Fort Worth name or any of the designated marks or copyrights of the City of Fort Worth or Fort Worth Nature
Center or authorize such use on any World Wide Web site or on any other on-line site, except as specifically
approved by the City of Fort Worth and Fort Worth Nature Center. Producer, its designees or assignees, shall not
have the right or license to manufacture or cause the production of inerchandise items bearing the designated
mark or copyright.
14. COMPLIANCE WITH LAWS ORDINANCES, RULES AND REGULATIONS: 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 ofiicers, 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 PACSD Director; and all rules and regulations adopted by the City Council pertaining to the
conduct required on the Property, 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 desist from and correct the violation.
15. SECURITY: Nothing herein shall make the City liable for, or a guarantor of, safety or persons or property
on the subject Property herein. Producer acknowledges that Producer is not relying on the City to provide
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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 Fort Worth Nature
Center being subject to the City's approval.
16. HOMELAND SECURITY: If the United States Department of Homeland Security issues a Level Orange or
Level Red Alert, City, in its sole discretion, may terminate the Agreement immediately.
17. VENUE AND JURISDICTION: If any action, whether real or asserted, at law or in equity, at•ises 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 accoi•dance with the laws of the State of Texas.
18. NOTICES: All written notices called for or required by this Agreement shall be addr•essed to the following,
or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand
delivery:
Parks and Community Services Department
Attn: Richard Zavala
4200 South Freeway, Suite 2200
Fort Worth, Texas 76115
With copy to:
Benita Falls Harper
Assistant City Attorney
1000 Throckmorton Street
Fort Worth, Texas 76102
Producer
ADDRESS
19. SPECIAL PROVISIONS: Check to be made payable to the City of Fort Woi-th.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth
above.
CITY OF FORTH WORTH ("City")
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BY , �� , BY
Libby Watson,
Assistant City Manager
1000 Throckmorton
Fort Worth, Texas 76102
TWENTIETH CENTURY FOX TELEVISION,
a unit of Twentieth Century Fox Film Corporation
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NOTE: If agent signs on City's behalf please complete the following:
I, 1 �/>;"�yi CL �'yl�- � 1 , warrant and represent that I am the authorized agent and
representative o_the above named City, and I have been expressly authorized by the City of Fort Worth to license
Producer to use t�e Property and grant to Producer all the rights gr•anted to Producer under this Agreement, and I
have�by m�slgnature above,<ound City to the teims and conditions of this Agreement.
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Approved as to Form and Legality:
By - . �;- �- �
Benita Falls Harper
Assistant City Attorney
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Location Agreement