HomeMy WebLinkAboutContract 52055 CITY SECRETARY
CONTRACT NO._ 5 a 05
LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF
PHOTOGRAPHS AND RECORDINGS
This License Agreement("License")for use of City property is made and entered into by and
between the City of Fort Worth,a Texas home-rule municipality("Licensor")and Austin Thomasson
and Roy Thomasson,A General Partnership,doing business as LifeLine Entertainment("Licensee").
RECITALS
WHEREAS,Licensee has requested the use of the property described in the attached Exhibit
"A", owned by the Licensor and known as Northwest Branch Library 6228 Crystal Lake Drive, Fort
Worth, Texas 76179 ("Property"); and
WHEREAS, Licensor desires to license to Licensee and Licensee desires to license from
Licensor the Property for the purpose of filming approximately six (6) scenes for the short film
Mom, with one (1) scene being on the exterior and five (5) being on the interior of property.
NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations
contained herein, the parties agree as follows:
1. PROPERTY LICENSED. Licensor hereby grants unto Licensee a license to enter upon
and use the Property as outlined in the attached Exhibit A. Licensor will provide Licensee full
access to the Property during the Term, as defined herein,during such times as specified in Exhibit
A.
2. TERM OF LICENSE. The Term of this License shall commence on the date of its execution
('Effective Date")and expire on March 15,2019("Term"),regardless of any conflict in term included
in Exhibit A. The times during which Licensee may enter and occupy the Property are included in
Exhibit A.
3. FEE. Licensee shall pay to Licensor the sum of three hundred and fifteen dollars ($315.00)
as consideration for the full Term of the License, on or before the effective date, and prior to
Licensee's entry onto the Property.
4. PROPERTY CONDITION, CONSTRUCTION, AND IMPROVEMENTS. Licensee
hereby acknowledges that (a) it accepts the Property in its present condition, and (b) Licensor has
made no representations to Licensee regarding the safeness thereof or suitability for any particular
purposes. Licensee agrees that it will not install or construct improvements of any type on the
Property during the Term of this License. Licensor shall reserve the right to remove any and all
improvements installed in violation of this section at any time during the Term of this License, or
subsequent to its termination by either party.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
5. USE OF PROPERTY.
5.1. Licensee hereby agrees to use the Property strictly in accordance with the terms and
conditions of this License, solely for purposes outlined in Exhibit A.
5.2. Licensee agrees that it will not obstruct any right-of-way through its use of the
Property and that if Licensee desires to use the right-of-way,Licensee understands that it must comply
with the Licensor's street use permit process.
5.3. All vehicles and all equipment parked in, on, or around the Property shall be parked
in accordance with Licensor's requirements and/or ordinances.
5.4. Licensor's employees and agents may enter and have access to the Property at any
time.
5.5. Licensee understands and agrees that the Property is public property, and as such,
Licensor cannot agree to Licensee's exclusive use of the Property. To the extent reasonably practical,
Licensee shall not prohibit public use of the Property during the Term of this License. Licensee
agrees to cooperate in good faith with Licensor and those persons using other portions and areas of
the Property.
5.6. Licensee hereby acknowledges and agrees that no alcoholic beverages shall be
consumed or possessed by License its agents, contractors, employees, patrons,performers or guests
while in,on or about the Property.
5.7. Licensee shall not permit, nor admit a larger number of persons than can safely or
freely move about the Property.
5.8. The Property shall not be used for the production of any still pictures, motion
pictures, videotapes, photographs, sound recordings and the like that would be considered to be
obscene pursuant to state and/or federal laws. The Property shall not be used in a manner that
would portray the Licensor in a negative light, as deemed solely in Licensor's discretion or that
would be defamatory to Licensor. In the event Licensee uses the Property for the purposes
prohibited under this Section 5.8,this License will immediately terminate, and Licensor may avail
itself of any remedies allowed at law or in equity.
6. UTILITIES. If Property is an outdoor facility, Licensee agrees that it will be responsible for
providing all utilities to service the Property and shall not use any utilities belonging to Licensor
during the Term of this License. If Property is an indoor facility, in the event that Licensee provides
or causes to be provided the following amenities and services,Licensor shall be obligated,with in ten
(10)days of Licensor's use of the Property,to pay the actual costs incurred by Licensee,as determined
in Licensee's sole discretion,for such amenities and services including,but not limited to:
6.1. Heating, air conditioning, and ventilation as reasonably required for comfortable use
and occupancy of the fully enclosed portion, if any, of the Property; and
6.2. Electric current adequate for the Property.
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PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 2 of 14
7. MAINTENANCE, CLEANING,AND SAFETY OF PROPERTY.
7.1. Licensee agrees to keep and maintain the Property in a good, clean and sanitary
condition at all times throughout the Term. Licensee covenants and agrees that it will not make or
suffer any waste of or damage to the Property. Licensee shall be responsible for all damages caused
by Licensee, its agents, servants,employees, contractors, subcontractors, licensees or invitees during
the Term, and Licensee agrees to fully repair or otherwise cure all such damages at Licensee's sole
cost and expense. Should Licensee fail to fully repair damage to the sole satisfaction of the Licensor,
Licensor may bill Licensee for any expenses incurred by Licensor to repair damage, and Licensee
agrees to remit payment for the full amount within five(5) days of receiving the invoice.
7.2. Licensee shall provide any and all janitorial and cleaning services immediately after
Licensee uses the Property so that the Property is cleaned and restored to the condition in which the
Property was found before Licensee used the Property.
7.3. In allowing the use of the Property by Licensee, Licensor retains and does not
relinquish the right to issue and enforce such rules, regulations and directives as it may deem
necessary for the safe, orderly and commercially sound operation of the Property. Licensor reserves
the right to eject any objectionable person or persons from the Property.Licensee,on behalf of itself,
its agents and employees,hereby waives any rights and all claims for damages against Licensor
arising from such occurrences under this Section 7.3.
7.4. Licensee shall be responsible for initiating, maintaining and supervising all safety
precautions and programs in connection with the Licensee's use of the Property. Licensee shall take
all reasonable precautions for the safety of and shall provide all reasonable protection to prevent
damage, injury or loss to Licensee and/or its agents, contractors, employees, patrons, performers or
guests, all other persons in, on or around the Property and all property in, on or around the Property,
including trees, shrubs, lawns, walks,pavements,roadways, structures and utilities.
7.5. Licensee shall erect and maintain, as required by existing conditions and the intended
use of the Property, all reasonable safeguards including posting danger signs and other warnings
against hazards,promulgating safety regulations and notifying owners and users of adjacent utilities.
Licensee shall protect adjacent properties from any damage caused by acts of Licensee,and shall pay
for any repairs to same made necessary by any acts of Licensee.
7.6. Within 24 hours after Licensee becomes aware of the occurrence of any accident
or other event which results in, or might result in, injury to the person or property of any third-
party (other than an employee of the Licensee), whether or not it results from or involves any
action or failure to act by the Licensee or any employee or agent of the Licensee and which arises
in any manner relating to the Licensee's use of the Property, the Licensee shall send a written
report of such accident or other event to the Licensor, setting forth a full and concise statement of
the facts pertaining thereto. The Licensee shall also immediately send the Licensor a copy of any
summons, subpoena, notice, or other documents served upon the Licensee, its agents, employees,
or representatives, or received by it or them, in connection with any matter before any court arising
in any manner from the Licensee's use of the Property under this License.
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PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 3 of 14
7.7. Nothing herein shall make Licensor liable for, or a guarantor of, safety of persons
or property on the Property. Licensee acknowledges that Licensee is not relying on the Licensor
to provide security services and that Licensor has made no representations with respect thereto.
Licensee shall employ, at Licensee's sole cost, the specific number off-duty peace officers
determined by Licensor to effectuate public safety.
8. ENVIRONMENTAL RESTRICTIONS AND LIABILITY. No materials or substances
may be stored, used, transported, or disposed of on or near the Property, whether such substance or
materials be in solid, liquid, or gaseous form which are regulated under the following laws as they
exist or are amended or reauthorized and their implementing regulations: Resource Conservation and
Recovery Act (RCRA; 42 U.S.C. §6901 et seq.), the Superfund Act (CERCLA; 42 USC Ch. 103 et
seq.), the Toxic Substances Control Act (TSCA; 15 U.S.C. §2601 et seq.), the Federal Insecticide,
Fungicide, or Rodenticide Act(FIFRA; 7 U.S.C. §136 et seq.), the Atomic Energy Act(42 U.S.C. §
2011 et seq.), the Texas Solid Waste Disposal Act (Texas Health and Safety Code, Ch. 361). No
ignitable, reactive, or corrosive wastes, medical wastes, or petroleum products may be stored, used,
transported upon, or disposed of on or near the Property, except for fuels, lubricants, and other
materials which are part of operational automobiles or construction equipment. LICENSEE,AT ITS
SOLE COST AND EXPENSE,AGREES THAT IT SHALL BE FULLY RESPONSIBLE FOR
THE REMEDIATION OF OR ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE
OR LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED BY
LICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS OR INVITEES.
9. INSURANCE.
9.1. Licensee shall carry the following insurance coverage with a company that is licensed
to do business in Texas or otherwise approved by the Licensor:
9.1.1. Commercial General Liability
a. Combined limit of not less than$2,000,000 per occurrence; $4million aggregate
or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000
aggregate and Umbrella Coverage in the amount of$4,000,000. Umbrella policy
shall contain a follow-form provision and shall include coverage for personal and
advertising injury.
c. Defense costs shall be outside the limits of liability.
9.1.2. Automobile Liability Insurance covering any vehicle used in providing
services related to the use of Property under this License, including owned, non-
owned, or hired vehicles, with a combined limit of not less than $1,000,000 per
occurrence.
9.1.3. Any other insurance as reasonably requested by City.
9.2. General Insurance Requirements:
9.2.1. All applicable policies shall name the "City of Fort Worth" as an additional
LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR
PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 4 of 14
insured thereon, as its interests may appear. The term "City of Fort Worth" shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
9.2.2. A minimum of Thirty (30) days' notice of cancellation or reduction in limits
of coverage shall be provided to the Licensor. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the Risk
Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with
copies to the City Attorney at the same address.
9.2.3. The insurers for all policies must be licensed and/or approved to do business
in the State of Texas. All insurers must have a minimum rating of A-VII in the current
A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Licensor's Risk Management. If the rating is below
that required,written approval of Licensor's Risk Management is required.
9.2.4. Any failure on the part of Licensor to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
9.2.5. Certificates of Insurance evidencing that the Licensee has obtained all
required insurance shall be delivered to and approved by the Licensor's Risk
Management prior to execution of this License.
9.2.6. Any deductible will be the sole responsibility of the Licensee and may not
exceed $50,000 without the written approval of the Licensor. Coverage shall be
claims-made,with a retroactive or prior acts date that is on or before the effective date
of this License. Coverage shall be maintained for the duration of the contractual
agreement and for one (1) year following completion of this License. An annual
certificate of insurance, or a full copy of the policy if requested, shall be submitted to
the Licensor to evidence coverage.
9.3. Licensor may terminate this License immediately upon the failure of the Licensee to
provide acceptable documentation of insurance as required by this License.
10. RIGHTS OF LICENSOR.
10.1. Licensor hereby reserves the right to take any action it considers necessary, including
immediate termination of this License,to prevent Licensee from performing any action which,in the
opinion of Licensor, would limit the usefulness of the Property or interfere with any third-party's use
of the Property.
10.2. Licensor retains the right to cause the interruption of any use of the Property in the
interest of public safety, and to likewise cause the immediate termination of this License when,in the
sole judgment of Licensor, such act is necessary in the interests of public safety.
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PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 5 of 14
10.3. At all times during the Term of this License, Licensor shall have the right,through its
agents and representatives, to enter into and upon the Property for the purpose of examining and
inspecting the same for the purpose of determining whether Licensee shall have complied with all of
its obligations hereunder in respect to the use of the Property. During any inspection, Licensor may
perform any obligations that it is authorized or required to perform under the terms of this License or
pursuant to its governmental duties under federal, state, or local laws,rules, or regulations.
11. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Licensee
shall operate as an independent contractor as to all rights and privileges granted herein, and not as an
agent, representative or employee of Licensor. Licensee shall have the exclusive right to control the
details of its operations and activities on the Property and shall be solely responsible for the acts and
omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees
and invitees. Licensee acknowledges that the doctrine of respondeat superior shall not apply as
between Licensor and Licensee, its officers, agents, employees, contractors and subcontractors.
Licensee further agrees that nothing herein shall be construed as the creation of a partnership or joint
enterprise between Licensor and Licensee.
12. INDEMNIFICATION AND ASSUMPTION OF RISK.
12.1. LICENSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY
FOR PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY
KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY HIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH ITS USE OF OR OPERATIONS ON THE PROPERTY DURING
THE TERM,REGARDLESS OF THE CAUSE.
DURING THE TERM OF THE LICENSE,LICENSEE COVENANTS AND AGREES
TO,AND DOES HEREBY,INDEMNIFY,HOLD HARMLESS AND DEFEND LICENSOR,
ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY
AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
ANY KIND OR CHARACTER,WHETHER REAL OR ASSERTED,ARISING OUT OF OR
IN CONNECTION WITH THE USE OR OCCUPANCY OF THE PROPERTY,
REGARDLESS OF THE CAUSE.
LICENSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY
LICENSOR FOR ANY AND ALL INJURIES OR DAMAGES TO THE PROPERTY,
WHICH ARISE OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR
OMISSIONS OF LICENSEE,ITS OFFICERS,AGENTS,EMPLOYEES,CONTRACTORS,
SUBCONTRACTORS, LICENSEES OR INVITEES,REGARDLESS OF THE CAUSE.
12.2. Licensee, in using the Property and other facilities of the Property and
equipment therein, if any, whether such equipment is specifically described or not, does so at
its own risk. Licensor shall not be liable for any damages to property or damages arising from
personal injuries sustained by Licensee or any of its agents, contractors, employees, patrons,
licensees,invitees,performers or guests,in,on or about the Property,or of any other portion of
LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR
PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 6 of 14
the Property,including buildings,parking area walkways of the Property,even if such damage
or injury is caused by the Licensor's negligence. Licensee assumes full responsibility for any
property damage or injury which may occur to Licensee, its agents, contractors, employees,
patrons, licensees, invitees, performers or guests in, on or about the Property, even if such
damage or injury is caused by the Licensor's negligence.
12.3. Licensee acknowledges that Licensor lacks legal authority to grant permission for the
use of the names or likenesses of individuals who might appear in the Licensee's project. Licensee
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, in, or
around the Property. At a minimum, Licensee shall provide and post signage in the immediate
vicinity of the Property notifying members of the public that photographing and/or videotaping is
being conducted. LICENSEE 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.
12.4. IT IS FURTHER AGREED THAT LICENSEE SHALL RELEASE,DEFEND,
INDEMNIFY, AND HOLD HARMLESS LICENSOR 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
LICENSOR MAY BE SUBJECTED ARISING OUT OF OR RELATED TO LICENSEE'S
USE OF ANY THIRD-PARTY INTELLECTUAL PROPERTY BY REASON OF AN
ALLEGED OR ACTUAL INTELLECTUAL PROPERTY VIOLATION. LICENSOR
EXPRESSLY ASSUMES NO OBLIGATION TO REVIEW OR OBTAIN APPROPRIATE
LICENSING,AND ALL SUCH LICENSING SHALL BE THE EXCLUSIVE OBLIGATION
OF LICENSEE.
13. DEFAULT AND TERMINATION. In addition to termination rights contained elsewhere
in this License, Licensor shall have the right to terminate this License as follows:
13.1. Failure by Licensee to Pay Fees. Licensor may terminate this License immediately
if fees are not paid prior to the Term Licensee desires to use the Property. Licensor may disallow
Licensee's future use of Licensor-owned property if License is terminated under this Section 13.1.
13.2. Breach or Default by Licensee. If Licensee commits any breach or default, other
than Licensee's failure to pay fees or provide insurance, Licensor shall deliver written notice to
Licensee specifying the nature of such breach or default. Licensee shall have five (5) calendar days
following such written notice to cure, adjust or correct the problem to the standard existing prior to
the breach. If Licensee fails to cure the breach or default within such time period,Licensor shall have
the right to terminate this License immediately.
13.3. Abandonment or Non-Use of the Property. If Licensee fails to use the Property
pursuant to this License on the day authorized if a single day Term or within one (1)day of the start
LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR
PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 7 of 14
of the Term for a multiple day Term, Licensor may consider this License abandoned for non-use of
the Property and immediately terminate this License.
13.4. Convenience. Either Licensor or Licensee may terminate this License at any time
and for any reason by providing the other party with fifteen(15) days written notice of termination.
13.5. Forfeiture of Fee. If termination of this License occurs either under this Section 13
or under any other termination right contained elsewhere in this License, any fee Licensee paid
pursuant to Section 3 of this License shall be forfeited.
14. NOTICES. Notices required pursuant to the provisions of this License shall be conclusively
determined to have been delivered when(i)hand-delivered to the other party, its agents, employees,
servants or representatives, or (ii) sent via certified mail and deposited in the United States Mail,
postage prepaid, addressed as follows:
To LICENSOR:
City of Fort Worth
Library Department
Attn: Marilyn Marvin
500 W. 3rd Street
Fort Worth, TX 76102
With a copy to:
City of Fort Worth
City Attorney's Office
200 Texas Street
Fort Worth, TX 76102
To LICENSEE:
Co pay Name: Lt(et-.�nz th fi-er ras-Aktie.-i t
Attn:
Address: 620 S
City: F/_ G/or rl A , State:p Zip: (07 17
15. LIENS BY LICENSEE. Licensee acknowledges that it has no authority to engage in any
act or to make any contract, which may create or be the foundation for any lien upon the Property or
interest in the Property of Licensor. If any such purported lien is created or filed, Licensee, at its sole
cost and expense, shall liquidate and discharge the same within ninety (90) days of such creation or
filing. Licensee's financial obligation to Licensor to liquidate and discharge such lien shall continue
in effect following termination of this License and until such a time as the lien is discharged.
16. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Licensee covenants and agrees that it shall not engage in any unlawful use of the Property. Licensee
LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR
PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 8 of 14
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 Property, and
Licensee immediately shall remove from the Property any person engaging in such unlawful
activities. Unlawful use of the Property by Licensee itself shall constitute a breach, and this License
shall immediately terminate.
Licensee agrees to comply with all federal, state and local laws; all ordinances, rules and regulations
of Licensor; and all rules and regulations adopted by the Fort Worth City Council pertaining to the
Property. If Licensor notifies Licensee or any of its officers, agents, employees, contractors,
subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or regulations,
Licensee shall immediately desist from and correct the violation.
17. NON-DISCRIMINATION COVENANT. Licensee,for itself, its personal representatives,
successors-in-interest and assigns, as part of the consideration herein, agrees that no persons shall be
excluded from participation in or denied the benefits of Licensee's use of the Property on the basis of
race,color,national origin,religion,handicap, sex, sexual orientation,familial status,gender identity,
gender expression, or transgender. IF ANY CLAIM ARISES FROM AN ALLEGED
VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY LICENSEE, ITS
PERSONAL REPRESENTATIVES, SUCCESSORS-IN-INTEREST OR ASSIGNS,
LICENSEE AGREES TO INDEMNIFY LICENSOR AND HOLD LICENSOR HARMLESS.
18. GOVERNMENTAL POWERS AND IMMUNITIES. It is understood and agreed that
by execution of this License, Licensor does not waive or surrender any of its governmental powers.
As between the parties, Licensee agrees to waive any and all defenses and immunities whether in
statute or common law that would impact its obligation to indemnify or pay damages under this
agreement to Licensor.
19. NO WAIVER. The failure of Licensor to insist upon the performance of any term or
provision of this License or to exercise any right granted herein shall not constitute a waiver of
Licensor's right to insist upon appropriate performance or to assert any such right on any future
occasion.
20. VENUE AND JURISDICTION. If any action,whether real or asserted, at law or in equity,
arises on the basis of any provision of this License or of Licensee's use of the Property, 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 License shall be construed in
accordance with the laws of the State of Texas.
21. ATTORNEYS' FEES. In the event there should be a breach or default under any provision
of this License and either party should retain attorneys or incur other expenses for the collection of
rent, fees or charges, or the enforcement of performance or observances of any covenant, obligation
or agreement, Licensor and Licensee agree that each party shall be responsible for its own attorneys'
fees.
22. SEVERABILITY. If any provision of this License shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired.
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PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 9 of 14
23. FORCE MAJEURE. If either party is unable,either in whole or part,to fulfill its obligations
under this Agreement due 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; issuance of an Imminent Threat Alert
or Elevated Threat Alert by the United States Department of Homeland Security or any equivalent
alert system that may be instituted by any agency of the United States; any arrests and restraints; civil
disturbances; or explosions;or some other reason beyond the party's reasonable control(collectively,
"Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended
only during the continuance of such Force Majeure Event. If a Force Majeure Event occurs, the
Licensor may,in its sole discretion,close or postpone the opening of its community centers,parks,or
other Licensor-owned and operated properties and facilities in the interest of public safety and operate
them as the Licensor sees fit. LICENSEE HEREBY WAIVES ANY CLAIMS IT MAY HAVE
AGAINST THE LICENSOR FOR DAMAGES RESULTING FROM ANY SUCH FORCE
MAJEURE EVENT.
24. HEADINGS NOT CONTROLLING. Headings and titles used in this License are for
reference purposes only and shall not be deemed a part of this License.
25. ENTIRETY OF AGREEMENT. This written instrument, including any documents
attached hereto or incorporated herein by reference, contains the entire understanding and agreement
between Licensor and Licensee, its assigns, and successors in interest, as to the matters contained
herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to
the extent in conflict with any provisions of this License.
26. RIGHT TO AUDIT. Licensee agrees that Licensor shall, until the expiration of three (3)
years after final payment under this License, have access to and the right to examine at reasonable
times any directly pertinent books, documents, papers and records of the Licensee involving
transactions relating to this License at no additional cost to the Licensor. Licensee agrees that the
Licensor shall have access during normal working hours to all necessary Licensee facilities and shall
be provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. Licensor shall give Licensee not less than ten(10)days written notice of
any intended audits. Licensee agrees to include in all its subcontractor agreements a provision to
the same effect as this Section 26 to the benefit of Licensor.
27. ASSIGNMENT. Licensee shall not assign any of its duties, obligations or rights under this
License without the prior written consent of the Licensor. If the Licensor grants consent to an
assignment, the assignee shall execute a written agreement with the Licensor and the Licensee under
which the assignee agrees to be bound by the duties and obligations of Licensee under this License.
The Licensee and Assignee shall be jointly liable for all obligations under this License prior to the
assignment.
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PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 10 of 14
28. AMENDMENTS. No amendment of this License shall be binding upon a party hereto unless
such amendment is set forth in a written instrument,and duly executed by an authorized representative
of each party.
29. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have
reviewed this License and that the normal rules of construction to the effect that any ambiguities are
to be resolved against the drafting party shall not be employed in the interpretation of this License or
exhibits hereto.
30. RELATIONSHIP OF THE PARTIES. It is expressly understood and agreed that Licensee
shall operate as an independent contractor as to all rights and privileges granted herein, and not as
agent, representative or employee of the Licensor. Subject to and in accordance with the conditions
and provisions of this License, Licensee shall have the exclusive right to control the details of its
operations and activities and be solely responsible for the acts and omissions of its officers, agents,
servants, employees, contractors and subcontractors. Licensee acknowledges that the doctrine of
respondeat superior shall not apply as between the Licensor, its officers, agents, servants, and
employees, and Licensee, its officers, agents, employees, servants, contractors, and subcontractors.
Licensee further agrees that nothing herein shall be construed as the creation of a partnership or joint
enterprise between Licensor and Licensee. It is further understood that Licensor shall in no way be
considered a co-employer or a joint-employer of Licensee or any officers, agents, servants,
employees, or subcontractors of Licensee. Neither Licensee, nor any officers, agents, servants,
employees, or subcontractors of Licensee shall be entitled to any employment benefits from the
Licensor. Licensee shall be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants,employees, or subcontractors.
31. OWNERSHIP OF PRODUCTION; PHOTOGRAPHY. If Licensee's use of the Property
is for the production of photography (including without limitation by means of motion picture, still
or videotape photography), all rights of every nature whatsoever in and to all still pictures, motion
pictures,videotapes,photographs and sound recordings made hereunder, shall be owned by Licensee
and its successors, assigns and licensees. In connection with Licensee's use of the Property and the
production of photography, Licensee may refer to the Property, or any part thereof, by any fictitious
name and may attribute any fictitious events as occurring on the Property. Licensor irrevocably grants
to Licensee and Licensee's successors and assigns the right, in perpetuity to duplicate and recreate all
or a portion of the Property and to use such duplicates and recreations in any media and/or manner
now known or hereafter devised in connection with the Licensee's use, including without limitation
sequels and remakes, merchandising,theme parks and studio tours, and in connection with publicity,
promotion and/or advertising for any or all of the foregoing; provided, however, the Property shall
not be used for the production of any movie or scene that would be considered to be obscene pursuant
to state and federal laws or in a manner that would portray the Licensor in a negative light, as
determined in Licensor's sole and reasonable discretion.
32. COPYRIGHT AND IMAGE PROTECTION. Licensee,its designees,and assignees,may
not use Licensor's name,the name of the property or building,or any marks or copyrights of Licensor
or authorize such use on any internet website or on any other online site, except as specifically
approved by Licensor in writing. Licensee, its designees, and assignees, shall not have the right or
LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR
PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 11 of 14
license to manufacture or cause the production of merchandise items bearing any of Licensor's marks
or copyrights.
33. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT
ISRAEL
Licensee acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
the City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and (2)
will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company"
shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code.
By signing this contract, Licensee certifies that Licensee's signature provides written verification to
the City that Licensee: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the contract.
34. CONFIDENTIAL INFORMATION
Licensee acknowledges that CITY is a governmental entity and is subject to the Texas Public
Information Act ("Act"). By executing this agreement, Licensee acknowledges that this agreement
will be publicly available on the CITY's website, and Licensee is therefore waiving any claim of
confidentiality,whether based in statute or the common law,to any and all materials contained as part
of this agreement including all documents and information referenced herein or attached hereto.
[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE FOLLOWS]
LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR
PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 12 of 14
IN WITNESS WHEREOF,the parties hereto have executed this License in multiples,this
/44— day of March,2019.
LICENSOR: LICENSEE: Roy Thomasson and Austin
Thomasson dba Lifeline Entertainment
CITY O F RTH COMPANY NAME: LifeLine Entertainment
By: By: G _
Jesu C a a Nam . oy C. Thomasson
Assistant City-Manager Title: Partner
APPROVED AS TO FO AND LEGALITY:
By: � / By: �. 1 �1" -� Q✓'sue
Jo Pate Name: Austin Thomasson
AK,stant City Attorney Title: Partner
ATTEST: RT,..
O�1q,
'•. p
By: �• ��
a y er _
City Sel,retary U
M&C—N/A 7XP►�'
Date—N/A
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.
By:
Name: Mari
Title: Assis ant •br Director
OFFICIAL RECORD
LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR CITY SECRETARY
PRODUCTION OF PHOTOGRAPHS AND RECORDINGS EVJAN R(TH,TX
EXHIBIT "A"
PROPERTY
Licensor does hereby grant, subject to the terms and provisions hereof,to Licensee,permission to use
the following specified area(s), ingress and egress thereto via corridors and public areas devoted to
ingress and egress, (the"Property"), for the following use and no other purpose:
Dates : From—March 15,2019
To—March 15,2019
Hours: 8:00 a.m. to 5:00 p.m.
Description of Permitted Use: Filming approximately six (6) scenes for the short film Mom,
with one (1) scene occurring outside the main entrance of the Northwest Branch Library and
five(5) scenes occurring in the interior of the Northwest Branch Library building.
Authorized Area(Address): 6228 Crystal Lake Drive,Fort Worth,TX 76179
Authorized Area (Location): Public Area of the Northwest Branch Library
LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR
PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 14 of 14