HomeMy WebLinkAboutContract 54481 CSC No.54481
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MUSIC MENS E A G REEMENT
This MUSIC LICENSE AGREEMENT("Agreements) Is made and entered into t y and between (1)
the City of Fart Worth, a'Exas home rule rnunicoafrkyv (0Oty0), acting by and through Its duly
authored AssMant pity Manager. Uana Bufghdoff, on behalf of the Fort Mrth Public LRrary,
AN DR) the artist(s) or musical group Identified below(0 Lice nsor"). City and Licensor may be
collectively referred to hereinafter as the "Partles," or Individuafly as a "Party.',The effective
date of this Agreement will be the date on which all Parties have signed the Agreement
(' cthre Date'}.
Licensor:
Name of individual authortred to sign on the behalf of below-hamed artist(s�or rnusicai group:
Jacquelyn Ntwanger
0
Artist(s) or musical group name:_Jac)ie Darlene i
Ma Ping address: 7300 Pan ther Branch Road7blar, Tlexas 76476
Email address:jackAedar:Ieneband gma}!com
Telephone number.2542997601
RE MA LS
WHEREAS, Licensor is the sole and exduslve owner of certain musical compo51tians, files,•
recordings,or other creative works,images. videos,or textual content,or rights thereto,wrhfch are
described more fuPy in the attached Exhlbft "A" and incorporated herein by reference(hereinafter
referred to as'Work(s]'}: '
WHEREAS.the City operates a public library system (he reinafter'Ubrary')and desires to make
available the Works of Licensor to Llorary patrons(hereinafter 0 Patrons 0) through permanent
download and streaming via a web-based content sharing service (hereinafter the
"Service')accessible from the Lbrary's website;
WHEREAS, Licensor represents and warrants to C ity that Licensor has the full right and
permission to grant such Ticenses and perrnP5540ns to the Mrk5 as described herein;
VilklMEAS, Licensor herein grants C1ty a non-exclusive license to use and make ayaiWble to
Patrons the ftric s),Subject to the terms and condtlons set forth in WS Agreement:
NOW THEREFORE, In consideration of the promises, ccnditlans, ca've'nants, and
warranties herein contarined. the receipt and sufficlency of w1h[ch are hereby '
acknowledged by the Parties. and for other good and valuable consideration. the
Parties, each intending to be legally bound hereby. do promise and agree as follows-,
1. GRANT OF f..ICENSE.
a. Licensor hereby grants to C ity a non-exclusive. royalty-free right and I>cense to makee the
Abrkts} available to City and its Patrons for permanent download and streaming via the Service
following execution of this Agreement.
OFFICIAL RECORD CITY SECRETARY 1 1l
8
FT.WORTH,TX
b. Once a Work Is downloaded by any Patron, the license is perpetual to that Patron.The City wig
provide a written notice to Patrons in the "terms Of service' at the thme of download that Patrons
are not to copy and provide the V brigs) to others. Howe►rer.the Parties ecknowLedge and agree
that the City Cannot and will not be responsible for ensuring that such behavlor does not o[cur and
1s hereby released from and will have no liability with regard to or arising frorn arty such activity.
c.The above license grants City the right to place,embed. Integrate, incbude, synchronize, sample,
reproduce, and integrate the Wbrk(s) into the design'or content of the Service In order to Promote
the services provided by the City, ,
d. Llaensor hereby grants C ity►the right to use the name of Licensor and composers and artists
involved In the V 645) in connection with the Service- Licensor represents and warrants that it has
the fug right and permission to grant such license end permissions from all such individuals.
e. Licensor further grants City the right to play andfor authortre play of the Wbri(s) at one or more
pubfe functions during the term of the Agreement- + - +
f. Licensor grants perm iF�sion to C ity to create one oopy of the Wbrlgls) using a method and format
of Ci y'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
LkQensor ire the amount of three hundred dolrars and zero cents ($300.00).
b. Such license fee shag be due and payable within thirty (30) days following the receipt of the
War$js) in a digital or physical format acceptable to City, which Licensor ShaIL provide to the City na
Later than thirty(30) days after the exectitiont of this Agreement.The right to use the MT11$)-5ha1
commence immediately upon execution of this Agreement.
c. City shall not awe or pa any.royalties or any other payments (besides the license fee
mentioned above in paragraph 2(a)) to Licensor or any third parties as a result of the License
granted herein. ,
3.TERM OF LICENSE.
a. This kense agreement shall be effective upon the Effective Date,.
b.-The license granted hereunder to use the YIl Ns)wkW the$C*pe and terms set forth herein
shall be perpetual.
G Beginning three years following the Effective Date of this Agreement. Lleensor may request in
writing for City to rernove one or more of the Works from the Ci 's streaming and download
Sery lqe.
d. Prior to the expiration of three years from the Effective late, Licensor may request h wrt"
for City to remove any of Licensw's Wbrk(s) from downloading and strearning, and City shaI give
due consideration to the reasons for Lir_ensor's request; however, the final decision to remove a
Work prior to three years frorn the Effective Date Shaft be at the so Le and absolute diScretion of the
ity-
4. REPRESENTATIONS+BIND WARRA NTIES.
Licunsor rnak s the folowing representations and warranties to City,which representations and
warranties.&MR apply dung the term of this Agreement and 5ha1 continue to apply indefinitely
following the expiation or termination of the Agreement.
a. Licemear Is the sole and exclusive owner a# the ftr$ds)and the copyrights and other related
proprietary rights. Licensor represents and wa rrants that if Licensor is the songwriter or tam pose;-
of any or all of the musical worts embodied in the mbrids).whether in whole or in pert (Le. as a co-
writaer).Licensor has the ful right. power,and authority to grant the rigrits set forth in this
Agreement notwithstanding the provisions of any other agreement that Licensor may have '
entered nto with any Performbg Rights Orgarrlaation(defined as an organization that provides
i termediary functbrns, W.Juding as a primary fumlion, royalty collection between copyright holders
and parties who wish to use copyrighted woriex pubrOy,Including but not runited to ASCAP. BMI,
and SESAC) whether based in the United States or elsewhere.or any music pubrishet,or any other
agreement to which Licensor is a party with respect to the worlds} and that Licensor is solely
respornble for taLdg al steps necessary to Oform such Performing Rights 0rgan¢ation or music
publisher or other televant party of Licensor 5 grant of a license to the City,and that no fees or
payments of any WM vwhatsocvcr shalt be due to any Performing Rights 0rgan1aation or music
pub6sher or other entity for C Ity's use of the Mrldsl under the License granted here k-L
b� The VM1bridsl do not infringe upon or violate the copyrights,trademarks, patents. or other
proprietary or ownership flghtS of any other party. Licertsor represents and warrants that the use
or other exploitation of the Worids). IncWing but mt limped to musical works embodied in the
Vbri�s), by City as contemplated by this Agreement wifl not infringe or violate the rights of any
third party. bdiudirx whout Grnitatian. any prtva rights. publicity rights,copyd9 .contract
rights or other inteklectual property rights of a proprietary nature,
c. Lkerisor his the urnest ed right and power to enter into this Agreement and to license the
Mri(s) to City as provided herein. If t_Lcenso#is acting on behalf of an a>'tist, band,group. limited
Gabmty tomony,corporation. or other entity, Licensor hereby represents and warrants to City that
Licensor isfWy auftrged to enter into this Agreement on behalf of such artist, band,group,
limited Bab5ity comparny,corporation,or other entity,and to grant all of the rights and assume and
fut�tl+ all of the obligations, covenants. represerntations,.and warTant.les set forth In this Agreement.
d. Lkierr5or represents and warrants that Licensor has not assign any rights In and to the Ihbrg5)
to any third party (e.g.'a record company)that obtained exclusive rights in and to the Mtkds).
Further.Licensor represents and warrants that there are no other agreements,court orders,or
provisions of ary law or admi istrative rule that interfere with Licensors right to license the Mrlds)
hereunder.' J ,
e. L.icensor has obtabled ag necessaryconsents. perm WDns. Licenses, and other documents from
any artists, composers, musicians. recordhg companies.musician unions or other labor unions,'
copyright owners, or others with any Interest In the Wbrkjs)or who performed on the MridQ. at
Licensors sole cost anti expense and wM Indemnify and bold Indernnified Partles harmless from
and against any and all claims.suits,threats.demands, actions,and causes of action brought
daectty or indirecVy t y any such party.Licensor further represents and warrants 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 ftfids).
. IN OEM["CATIONANDIJABILI Y
errsofccvei7anfs and agrees to Inds 7tnH16 hofd ha rm less, and defend Oty; ft
agents, servants, employees, representatives, and electedof9`lclals, past~,pr-esent
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and future #collectively the ^h7demnMed Parties'), fmm and against any and ail
cla kns or snits,of wha tsoe ver kind or character, whether real or asserted,for any
and a ff property loss, property damage, and/or personal lnf ury, Including but not
km Ited to claims or'suits far a ttorneys'fees or costs, arising out of or In connection
with the license granted City by this A greement or the representations and
warrandfes of Licensor made herein. and Licensor hereby assumes all f7abffity►and
responsffrffity for such claims or stilts,
A irthermare, Lkensor spectficaW agrees to defend, settle, or pay, at its own cast
and expense, any claim or action against CAY haf ft Arfngem ent of any patent,
copyrJghG tra da m a rk, trade secret, or Similar property right arising frown City's use Of the Work(s) In a ccordance Frith this Agreement. So long as Licensor bears the cast
and expense of payment for claims or actians against CRY pursuant to this section,
Licensor shall ha ve the right to conduct the defense ofaury such cfafm or action and
afi negotiations far its sattfement or compromise and to settle or compromise any
such claJrrr;ho we ver, City shall ha ve the right to fuffyr partlelpate In any and all such ,
settlements,negotiations, or la wsults as necessary to protect the CJty`s Interest
and City ages to cooperate with Licensor In daing so. In the event Clyt 'fvr
whatever reason, assumes the responsebl ty fnrpayment of costs and expenses for
any claim or action brought aga Inst City for Infringement arfsirxg carder thh
A graeement, City shall have the sole right-to conduct the defense ofany such claim yr
action ar dal#rue,gotfatfons for its settlement orcompromise aid#o settle or , .
compromise any such claim;however, f fcensorshag&11y participate and cavperato
with Cify In defense ofsuch'clafm or actlan.'Cityagtees to give Lfcensartimefy
written notice of any such claim or action, with copies of all papers CJty► 'may receive
relating theTto. Notwithstanding the foregoing, City's assumption ofpayment of
costs or expenses chaff not efimlrua to Llcensor's duty to indemnify CftyIunder this
Agreement. ff the Works)or any part thereof Is held to Infrlag.e and the use thereof
fs enjoined or re- or, lfas a ressuit of a settlement orcorrrpromLse, the Crty's
use is materlally adversely restricted, Lfcensorshall,ants own expense and as City's
sole remedy:(a)procure for City the right to continue to use the Wkirk(s);or'(b)
modify the Work(s) to make it nor!-Infringing,PrVv1ded that k uch modh7catlon does
not ma teriafly adversely affect City's authorLmd use of the Wark(s);or(c)replace
the Nfark(s) with equally suitable, compat1ble, and fun CUD naBy equlvaleat non-
frrWngleg Wark(s)at no additional charge to My;or(d)ffnone of the foregalng
alterna tines Is reasonably a va ilable to Lit:ensor, terminate this A graeemen#and
refund all arnountspaid to Llcensorby Cfty, sufasequent to which term Ina Han City ,
may seek any and aff remedies a vaAable to City In fa w or equity.
Sectlon 5 of this Agreement shag survive the expiration or termination of the
Agreement.
5.COPYRIGHT NOTICES}R ETA INED RIGKrS.
a.City shag place on its Servige a notice of copyright relative to the YWrids) and credits to the
songwriters and artists perforating in the MrKs) as provided by Licensor to City.
b.the License granted City In this Ag reement is a norwextU>ive license.Licensor shall retain the
copyright to the Mrk(!s)and all right`,title,and interest in and to the ftrk(s), in. h dhg the fight to
publish. distribute,publicly perform, modify, enhance, change and improve.and ail other exOUSNe
rights of the copyright owner, except only for the right of license granted to City hereunder.
4I8
c. City hereby agrees to and acknowledges the rights retaine by Lk--ensor hereunder and
admowl es that the Licensor shall ferahn all excluslVe rights of the Licensor and holder of a
copyright or other proprietary rights.
d. Licensor shall have the sale right to pursue any party that Hringes upon the LicLnsot's copyright
or other proprietary rights in and to the MrKs) and$hall bear responsibifity for an expenses of
prosecuting such infringement actions against third parties. In no way shad City be responslhie for
p'okkq or prose Ling said rights-
7. R EMOVA L OF WOR S) BYMY l
C ity reserves the right. In its sole and absolute discretlon,to remove any of Licensoes MrKs) frorn
the C Ity's 5ervic7e if;!1) Licensor cannot document Licensor's rights under this Agreement upon
Ci 's request and to City's sati5fa ion; (2) the City determines, In Ifs sole and absolute judgment,
the any of the Mrikis)violate the intellectual property rights or other protected interests of any
third party; (3)the MbrkJs) are the subject of a takedown notice by a party claiming to own the
rights to the ftrlds): or (4)for any other reason which is necessary. in City'5 sole and absok-Fte
judgment, to protect the hterests of the City. City shall have no liability whatsoever to Licensor for
the removal of any 1vbri�s)frorn C i y's Sertivice.
S. NO ASSIIGNMEHT. ,
Neither this Agreement nor any right, interest, duty,or obligation hereunder may be assigned by
the Parties hereto,except that City may contract wth third-party vendors, includhg but not limited
i to Rabble, LLC. for the operation of the City's Service,which will QDntai i the AbrIls).
9. GOVERNING LAW.
This Agreement shad be construed in accordance with the laws of the State of TRx as. If any action,
whcther real or asserted, at Law or hn equity, is brought pursuant to this Agreement, venue for such
action shal le in state courts kcated h Tarrant County,Texas or the United States District Court for
the Northern pistri#of Texas, Fort Mrth WvKon.
10. ENT IRE A GREEM.ENT.
This Agreement contains the entire agreement and understanding of the Parties wth resped to
the subject matter hereof and supersedes and replaces all prior discussiorrs, agreements,
proposa15, or understandings, whether oral or In wrt'ng, between the Parties related to the subject
matter of this Agreerent.This Agreement may be changed, modified, or amended only in a
written agreement that Is duly executed by authorised representatives of all of the Parties. If any i
provisions) hereof 6 deemed to be illegal or unenforceable by a court of competent Jur'sdiction,
the enforceabioty 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 Party's waiver of any breach or accornrnodation 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 Shad be considered an original, and all of whk:h shall conStbAe one
single hstrument_A signature received via facsirnilo or electronically shall be as legalty b1nding for an
purposes as an orloaI signature.
12. REVIEW OF COUNSEL.
516
The parties acknowledge that each Party and ks Counsel have reviewed and revised th6
Agreement and that the normal rules of construction to the effect that any ambiguities are to be
resolved agalrtist the draRing party shall not be employed In the Interpretation of this Agreement,
12.GOVERl+tMMtAL POWERS. , '
it Is understood arrd agreed that by execLAlon of this Agreement,City does not waive or surrender
any of its governmental power's or imrnunties.
13.RIGHT TO Al]DM r
l_licensor agrees that Clty shall, untlk the expiration of three(3) year5 after payment under the ,
Agreement, or the final conctrsion of any audit commenced during the said three years, have
access to and the right to examine at reasonzWe times any diredkly pertinent books,documents.
papers and r rds.including, but not lirn Red to,a eiectronk recards, of Licensor Involving
transactions relating to this Agreement at no additional cost to City. Licersor agrees that City shad
have access during normal working hours to all necessary Licensor facilities and shall be provided
adequatq and appropriate work space In order to conduct audiks In compliance with the provlsions
of th"s section. City shah give Licensor reasonab6e advance notice of intended audits.
'This section Shan survive the expiration or termination of this Agreement. .'! Lr
ISIGNATURIES APPEAR ON FOLLOWING PAGES r-
f
a QE EPRT WORTH;
Contract Compilance Manager,
✓ �Q�Gt�ALLOl�O By signing I acknowledge that I am the
By. Dana Burghdoff(SLY 15,202 1 29CDT) person responsible for the monitorhg and
Name. Dana avrghobff admit nMratbn of this contract, axludang .
7XIO.A-,,;&ant Uy Mar�?ger ensuring all pWorrnance and reporting
"
0a 09/15/2020 requ.rements.
aPAROVAL RECOMMENDED: By.
Flame: Tknothy Shldal ,
BY- Tit Ia. Administrative Services Manager
Name.Ma*n Marvbn
Title,Assistant LbmryDlCredw APPROVEDASTO FOR MANDLEGALfTY:
4.DgVVQ4
F �a
q� OR?o .ld # •
p ATTEST-
p
a_o o Name:Jo Ann Pate
dvo a V
$a* o�*AY� kl A5sl5tant Cyr Attorney nFal'S�pp Name: Mary Kayser
RIM C?ty Secretary CONTRAGTAUTHORI ATION:
M&C: NIA
LICENSOR`
By.
Name: lacanelyn Niswaneer
Date:�t� �! J oc�o
If you don't have a Vendor ID with Fort Mbrth, you must get one here.Instructbris
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You mast sign this contract digitally or on a printed copy and ern aI that back to
AmplifyQI7(oaFortMrthTex as.aov (mailta_Arrrplify817 fort srthThxas,aov).acountersignedcopy
will be emailed to you when executed.
City of Portlhbrtlrl
Music License AgreernW
OFFICIAL RECORD
CITY SECRETARY 7 18
FT.WORTH,TX
EXHIUrr"A" --mWark(s)"
Please descrlbe the 'Melds),' including:
game of abum(s): Different Funs_
Sang title{s).� 1.Recovery 2, Man On the Mr n I Fakh Wthln Me 4.After ACThi5 Tun e 5. Marley's
sang 6. 788 Old Ranch Road 7. Deadly Situation
Artist(s) name(s):YJackic 0aricne
Release date: 2020-09625 a+ f '*5.{ ►• ..
COpyrl ht r£{J6tration numbers) ('if applicable): ' f
[Attach additional pages as necessary]
5 t -
a F
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