HomeMy WebLinkAboutContract 53475 A CITY SECRETARY
RECEIVED 0ONTRA.CTE 534`l5
JAN 29 2020 NIUSRC LICENSE AGREEMENT
CITY OF FORT WORTH
CITYSFCRETARY
This fAIUSIC LICENSE ACREEMENT ("Agreement") is made and entered into by and
between (1) THE CIITV OF FORT WORTH, a Texas home rule municipality ("City"), acting by and
through its duly authorized Assistant City Manager on behalf of the Fart Worth Public Library, AND (2)
the artist(s) or musical group identified below ("Licensor"). City and Licensor may be collectively
referred to hereinafter as the "Parties,"or individually as a*'Party."The effective date of this Agreement
will be the(late on which all Parties have signed the Agreement ("Effective Date").
Licensor:
Artist(s) or musical group name:
Mading address.- - P,4�P� � ry 76oY �
Email address: v K C- /t X r s d 4l
Telephone number: (� r S� 5, - � 7 �
RECITALS
WHEREAS. Licensor is the sole and exclusive owner of certain musical compositions, files.
recordinFgs. or other" creative works, images, videos,_or textual content, or rights thereto. which are
described more lully in the attached Exhibit "A and incorporated herein by reference (hcreinaler
referred to as"Work(s)"),
WIIEREAS. the Cily operates a public library system (hereinafter ..Library") and desire. to
make available the Works of Licensor to Library patrons (horeanaller "Patrons") through permanent
download and streaming vile a web-based content sharing service (hereinafter the "Service") accessible
from the Library's website;
�'1'HEI2EA0. Licensor rcprescnls laid 55arranis to City that Licensor has the Bill right aaicl
permission to grant such licenses Find permissions to the Works as described herein;
WIEIN..REAS. Licensor liercan grants C ltv a non-exclusive license tit use and make available to
Panons ncc Work(s), subject to (lie terms alul conditions set forth in this Agreement.
NOW 'I ill' IIEFOR , in consideration of the promises, condilions, covenants. and
warranGes herein contained, the 1•cc ipt and sufficiency cif which are hereby acknowledged hy the
City of Fort Worth
Music License Agreement ��i Page i of 8.
CITY SECRETARY
PT. WORTH TX
for other good and valuable consideration,the Parties,each intending to be legally bound hereby,do
promise and agree as follows:
1. GRANT OF LICENSE.
a. Licensor hereby grants to City a non-exclusive, royalty-free right and license to make the Work(s)
available to City and its Patrons for permanent download and streaming via the Service following execution
of this Agreement.
b. Once a Work is downloaded by any Patron,the license is perpetual to that Patron. The City will provide
a written notice to Patrons in the "terms of service" at the time of download that Patrons are not to copy
and provide the Work(s)to others. However, the Parties acknowledge and agree that the City cannot and
will not be responsible for ensuring that such behavior does not occur and is hereby released from and will
have no liability with regard to or arising from any such activity.
c. The above license grants City the right to place, embed, integrate, include, synchronize, sample,
reproduce, and integrate the Work(s) into the design or content of the Service in order to promote the
services provided by the City.
d. Licensor hereby grants City the right to use the name of Licensor and composers and artists involved in
the Work(s) in connection with the Service. Licensor represents and warrants that it has the full right and
permission to grant such license and permissions from all such individuals.
e. Licensor further giants City the right to play and/or authorize play of the Work(s) at one or more public
functions during the term of the Agreement.
£Licensor grants permission to City to create one copy of the Work(s)using a method and format of City's
choosing for archival purposes.
2. COMPENSATION FOR LICENSE.
a.In consideration of the license granted herein,City agrees to pay a one-time license fee to Licensor in the
amount of three hundred dollars and zero cents($300.00).
b. Such license fee shall be due and payable within thirty(30) days following the receipt of the Work(s)in
a digital or physical format acceptable to City,which Licensor shall provide to the City no later than thirty
(3 0) days after the execution of this Agreement.The right to use the Work(s)shall commence immediately
upon execution of this Agreement.
c. City shall not owe or pay any royalties or any other payments (besides the license fee mentioned above
in paragraph 2(a))to Licensor or any third parties as a result of the License granted herein.
3. TERM OF LICENSE.
a. This license agreement shall be effective upon the Effective Date.
City of Fort Worth
Music License Agreement Page 2 of 8
b. The license granted hereunder to use the Work(s) within the scope and terms set forth herein shall,be
perpetual.
c. Beginning three years following the Effective Date of this Agreement,Licensor may request in writing
for City to remove one or more of the Works from the City's streaming and download Service.
d. Prior to the expiration of three years from the Effective Date,Licensor may request in writing for City
to remove any of Licensor's Work(s) from downloading and streaming, and City shall give due
consideration to the reasons for Licensor's request; however, the final decision to remove a Work prior to
three years from the Effective Date shall be at the sole and absolute discretion of the City.
4.REPRESENTATIONS AND WARRANTIES.
Licensor makes the following representations and warranties to City,which representations and warranties
shall apply during the term of this Agreement and shall continue to apply indefinitely following the
expiration or termination of this Agreement.
a.Licensor is the sole and exclusive owner of the Work(s)and the copyrights and other related proprietary
rights. Licensor represents and warrants that if Licensor is the songwriter or composer of any or all of the
musical works embodied in the Work(s),whether-in whole or in part(i.e. as a co-writer), Licensor has the
full right,power,and authority to grant the rights set forth in this Agreement notwithstanding the provisions
of any other agreement that Licensor may have entered into with any Performing Rights Organization
(defined as an organization that provides intermediary functions, including as a primary function, royalty
collection between copyright holders and parties who wish to use copyrighted works publicly, including
but not limited to ASCAP, BMI, and SESAC) whether based in the United States or elsewhere, or any
music publisher, or any other agreement to which Licensor is a party with respect to the Work(s) and that
Licensor is solely responsible for taking all steps necessary to inform such Performing Rights Organization
or music publisher or other relevant party of Licensor's grant of a license to the City, and that no fees or
payments of any kind whatsoever shall be due to any Performing Rights Organization or music publisher
or other entity for City's use of the Work(s)under the License granted herein.
b. The Work(s) do not infringe upon or violate the copyrights,trademarks, patents, or other proprietary or
ownership rights of any other party. Licensor represents and warrants that the use or other exploitation of
the Work(s), including but not limited to musical works embodied in the Work(s),by City as contemplated
by this Agreement will not infringe or violate the rights of any third party,including without limitation,any
privacy rights, publicity rights, copyrights, contract rights or other intellectual property rights of a
proprietary nature.
c. Licensor has the unrestricted right and power to enter into this Agreement and to license the Work(s)to
City as provided herein.If Licensor is acting on behalf of an artist,band, group, limited liability company,
corporation,or other entity,Licensor hereby represents and warrants to City that Licensor is fully authorized
to enter into this Agreement on behalf of such artist, band, group, limited liability company, corporation,
or other entity, and to grant all of the rights and assume and fulfill all of the obligations, covenants,
representations, and warranties set forth in this Agreement.
d. Licensor represents and warrants that Licensor has not assigned any rights in and to the Work(s)to any
third party (e.g. a record company)that obtained exclusive rights in and to the Work(s). Further,Licensor
City of Fort Worth
Music License Agreement Page 3 of 8
represents and warrants that there are no other agreements, court orders,.,or provisions of any law or
administrative rule that interfere with Licensor's right to license the Work(s)hereunder.
e.Licensor has obtained all necessary consents,permissions,licenses,and other documents from any artists,
composers, musicians, recording companies,musician unions or other labor unions, copyright owners, or
others with any interest in the Work(s) or who performed on the Work(s), at Licensor's sole cost and
expense and will indemnify and hold Indemnified Parties harmless from and against any and all claims,
suits, threats, demands, actions, and causes of action brought directly or indirectly by any such party.
Licensor further represents and wan-ants that Licensor has the permission to use the name and likeness of
each identifiable person whose name or likeness is contained or used within the Work(s).
5. INDEMNIFICATION AND LIABILITY.
Licensor covenants and agrees to indemnify, hold harmless, and defend City, its agents, servants,
employees, representatives, and elected officials,past,present and future (collectively the "Indemnified
Parties'),from and against any and all claims or suits, of whatsoever kind or character, whether real or
asserted,for any and all property loss,property damage,and/or personal injury,including but not limited
to claims or suits for attorneys'fees or costs,arising out of or in connection with the license granted City
by this Agreement or the representations and warranties of Licensor made herein; and Licensor Hereby
assumes all liability and responsibility for such claims or suits.
Furthermore,Licensor specifically agrees to defend,settle,or pay, at its own cost and expense,any claim
or action against City for infringement of any patent, copyright, trademark, trade secret, or similar
property right arising from City's use of the Works) in accordance with this Agreement. So long as
Licensor bears the cost and expense of payment for claims or actions against City pursuant to this
section, Licensor shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;however, City
shall have the right to fully participate in any and all such settlements, negotiations, or lawsuits as
necessary to protect the City's interest, and City agrees to cooperate with Licensor in doing so. In the
event City,for whatever reason, assumes the responsibility for payment of costs and expenses for any
claim or action brought against City for infringement arising under this Agreement, City shall have the
sole right to conduct the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however,Licensor shall fully participate and
cooperate with City in defense of such claim or action. City agrees to give Licensor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.Notwithstanding
the foregoing, City's assumption of payment of costs or expenses shall not eliminate Licensor's duty to
indemnf� City under this Agreement. If the Work(s) or any part thereof is held to infringe and the use
thereof is enjoined or restrained or, if as a result of a settlement or compromise, the City's use is
materially adversely restricted,Licensor shall, at4ts own expense and as City's sole remedy: (a)procure
for City the right to continue to use the Work(s); or (b) modem the Work(s) to make it non-infringing,
provided that such modification does not materially adversely affect City's authorized use of the Work(s);
or(c) replace the Work(s) with equally suitable, compatible, and functionally equivalent non-infringing
Work(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably
available to Licensor, terminate this Agreement and refund all amounts paid to Licensor by City,
subsequent to which termination City may seek any and all remedies available to City in law or equity.
Section S of this Agreement shall survive the expiration or termination of the Agreement.
City of Fort Worth
Music License Agreement Page 4 of 8
6. COPYRIGHT NOTICES/RETAMD RIGHTS.
a. City shall place on its Service a notice of copyright relative to the Work(s)and credits to the songwriters
and artists performing in the Work(s)as provided by Licensor to City.
b.The License granted City in this Agreement is a non-exclusive license.Licensor shall retain the copyright
to the Work(s)and all right,title,and interest in and to the Work(s),including the right to publish,distribute,
publicly perform, modify, enhance, change and improve, and all other exclusive rights of the copyright
owner, except only for the right of license granted to City hereunder.
c.City hereby agrees to and acknowledges the rights retained by Licensor hereunder and acknowledges that
the Licensor shall retain all exclusive rights of the Licensor and holder of a copyright or other proprietary
rights.
d. Licensor shall have the sole right to pursue any party that infringes upon the Licensor's copyright or
other proprietary rights in and to the Work(s) and shall bear responsibility for all expenses of prosecuting
such infringement actions against third parties. In no way shall City be responsible for policing or
prosecuting said rights.
7.REMOVAL,OF WORIK(S)RX CITY.
City reserves the right, in its sole and absolute discretion, to remove any of Licensor's Work(s) from the
City's Service if.(1)Licensor cannot document Licensor's rights under this Agreement upon City's request
and to City's satisfaction;(2)the City determines, in its sole and absolute judgment,that any of the Work(s)
violate the intellectual property rights or other protected interests of any third party; (3)the Work(s)are the
subject of a takedown notice by a party claiming to own the rights to the Work(s); or (4)for any other
reason which is necessary, in City's sole and absolute judgment, to protect the interests of the City. City
shall have no liability whatsoever to Licensor for the removal of any Work(s)from City's Service.
8.NO ASSIGNMENT.
Neither this Agreement nor any right, interest,duty, or obligation hereunder may be assigned by the Parties
hereto, except that City may contract with third-party vendors, including but not limited to Rabble, LLC,
for the operation of the City's Service,which will contain the Work(s).
9. GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the State of Texas.If any action,whether
real or asserted, at law or in equity, is brought pursuant to 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.
10.ENTIRE AGREEMENT.
This Agreement contains the entire agreement and understanding of the Parties with respect to the subject
matter hereof and supersedes and replaces all prior discussions, agreements,proposals, or understandings,
whether oral or in writing, between the' Parties related to the subject matter of this Agreement. This
City of Fort Worth
Music License Agreement Page 5 of 8
Agreement may be changed, modified, or amended only in a written agreement that is duly executed by
authorized representatives of all of the Parties. If any provision(s) hereof is deemed to be illegal or
unenforceable by a court of competent jurisdiction,the enforceability and effectiveness of the remainder of
the Agreement shall not be affected and the remainder of this Agreement shall be enforceable without
reference to the unenforceable provision(s).No Parry's waiver of any breach or accommodation to the other
Party shall be deemed to be a waiver of any subsequent breach.This Agreement may be executed in multiple
counterparts, each of which shall be considered an original, and all of which shall constitute one single
instrument. A signature received via facsimile or electronically shall be as legally binding for all purposes
as an original signature.
11.REVIEW OF COUNSEL.
The Parties acknowledge that each Party and its counsel have reviewed and revised this Agreement 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 Agreement.
12. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of
its governmental powers or immunities.
13.RIGHT TO AUDIT.
Licensor agrees that City shall,until the expiration of three(3)years after payment under this Agreement,
or the final conclusion of any audit commenced during the said three years,have access to and the right to
examine at reasonable times any directly pertinent books, documents, papers and records, including, but
not limited to, all electronic records, of Licensor involving transactions relating to this Agreement at no
additional cost to City. Licensor agrees that City shall have access during normal working hours to all
necessary Licensor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Licensor reasonable advance notice
of intended audits.
This section shall survive the expiration or termination of this Agreement.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
City of Fort Worth
Music License Agreement Page 6 of 8
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing 1 acknowledge that I am the person
responsible for the monitoring and administration
By: of this contract, including ensuring all
Name: Jay Chapa per[brniance and reporting requirements.
Title: Assistant City Manager
Date: , �-20-
By: / :]U J C.
APPROhme: M
I% N ED: Namc: Timothy Shidal
Title: Administrative Services Manager
By: APPROVED AS TO FORM AND
Shorr LEGALITY:
Dire, r
ATTEST:
By:
_ Jo Ann Pate
e: Assist
By: ant City Attorney
Name: Mary Kayser , CQI�'TJf 'kCT AUTHORIZATION:
Title: City Secretary / ,p M&C: N/A
t, •,
AV-
LICENSOR:
By. 7 �
Title:
Date: 12 3 / o
r fa
TA R
City of Fort WorthNf
Music;License Agreement L—=-----PIge-,l Of 8_ �`
Please describe the "Work(s)," including:
Name of album(s): - -- p - --- - —
Song title(s): .Ty" ti 1 1� S� t 4 J 11 s
Artist(s) name(s);
Songwriter(s): K r `f d
Release date: d l
Copyright registration number(s) (if applicable): _-- ---
[Amich additional 1),iges as necessary]
City of ort Worth
Music License Agreement Page 8 of'S