Loading...
HomeMy WebLinkAboutContract 44468��� ��C ,�v�L �� � - �; • , �. ��' -- -- -- � -- CABLECAST AGREEMENT BETWEEN THE CITY OF FORT WORTH AND THE VAN CLIBURN FOUNDATION This Cablecast Agreement ("Agreement") is made as of , 2013 by and between the City of Fort Worth (the "City"), 1000 T•ockmorton, Fort Worth, Texas 76102, and the Van Cliburn Foundation, Inc. ("Foundation"), 2525 Ridgmar Blvd., Suite 307, Fort Worth, Texas, 76116. RECITALS The City arid Foundation agree that the following statements are ttue and correct and constitute the basis on which the parties have entered into this Agreement. WHEREAS, the City tlu ough its operates certain cable channels; and Cable Communication Office ("FWTV") WHEREAS, every four years, the Foundation conducts an international piano competition known as the Van Cliburn International Piano Competition (the "Competition"). WHEREAS, the Foundation wishes to have certain proceedings and events associated with the 2013 Competition cablecast live via the City's cable channels. NOW, THEREFORE, for and in consideration of the premises outlined above and the mutual covenants herein contained, the City and the Foundation do hereby agree as follows: AGREEMENT 1. GRANT OF LICENSE By executiqn of this Agreement, the Foundation grants the City a non-exclusive license to live cablecast certain portions of the fourteenth Van Cliburn International Piano Competition as produced and pi•ovided by Foundation (the "Program"). This license shall extend solely to live cablecast over the City's cable channel(s). City_ shall have no right or obligation to repeat the Program on its cable channel(s) or to stream the Program on the City's internet feed. In addition, the Foundatioii grants the City a non-exclusive license to use the Foundation's name, logo, picture, image, and historical information in connection with the promotion of the Program on the City's website(s) and cable channel(s). The City shall not obtain any ownership rights to the Program, its derivative works, or the Foundation's name, logo, picture, image, or historical information. 2. TERM OF AGREEMENT This Agreement shall coinmence at 12:01 a.m. on May 24, 2013, and shall terminate at 11:59 p.m. on June 9, 2013 and shall include the entire period of the fourteenth Van Cliburn International Piano Competition. �—=— ! �- � �� r , .�' r I � � . .� L . � �� � CablecastAgreement— 14`h Van Cliburn RECEIVEp Page 1 of4 M�Y � 2 Z�7]3 3. CONSIDERATION Compensation to the parties shall consist solely of non-monetary consideration. By cablecasting the Program and using tfie Foundation's name and indicia in promoting the Program, the City shall be providing benefit to the Foundation in the form of promotion of the Competition and of the musical artists featured. By providing the Program for cablecast, the Foundatiori shall be providing benefit to the City in the fortn of content of unique cultural and artistic value, of interest to the City's cable viewers, and in keeping with the purposes and goals of the City's cable channel(s). As evid'enced by their signatures below, the parties agree and acknowledge that the benefits detailed above constitute good and valuable consideration sufficient for the execution of this Agreement. 4. RESPONSIBILITIES OF THE PARTIES a. The Foundation will be solely responsible for: i. Providing the City with a broadcast-ready feed of the Program for carriage on the City's cable channel(s); ii. Bearing all costs associated with filming and production related to the Program; and iii. Obtaining all necessary rights and permission from all participants and other rights owners, including, but not limited to, artists, producers, directors, cameramen, and others involved in production of the Program, to allow the City to carry the Program on its cable channel(s). b. The City will be responsible for: i. Providing access to and use of the City's cable channel(s) for broadcasting of the Program; and ii. Bearing all of the normal and routine broadcasting and operational expenses in connection with cablecast and promotion of the Program that the City normally would incur in programming its channels. 5. KEY PERSONNEL The City's liaison will be Jack McGee or another individual whom he designates. The Foundation's Executive-in-Charge will be The Foundation's logistical contact for set-up will be or other Foundatiori designee. 6. FAILURE TO PROVIDE OR CABLECAST Foundation will make a good faith effort to provide the City with the Program for cablecasting in accordance with a mutually agreed schedule, and the City will make a good faith effort to cablecast tfie Program in accordance with the schedule. However, if f�r any reason any portion of the planned Program is not made available by the Foundation or is not cablecast by the City after being made available, neither the Foundation nor the City will 1�ave any liabiliiy towards the other. Cablecast Agreement — 14`� Van Cliburn Page 2 of 4 7. INDEMNIFICATION Foundation warrants that it has or will obtain all necessary rights and permissions to allow the City to lawfully cablecast ,the Program and use the Foundation's name and indicia in promoting the Program and that Foundation will not provide any Program for cablecasting unless and until all such rights and permissions have been obtained. The Foundation will indemnify the City, hold the City harmless, and defend � the City from and against any and all claims, liability, damages, or expenses for libel, slander, defamation, invasion of privacy, unfair competition, misappropriation, trademark or copyright infringement, or any other similar claims relating to the City's cablecast of the Program. ' 8. RELATIONSHIP OF THE PARTIES ' City and Foundation shall operate hereunder as independent contractors and not as officers, agents, servants, or employees of each �other. Each party shall have exclusive control of and the exclusive right to control the details of its operations hereunder and all persons performing same and shall be solely responsible for the acts and omissions of the party's own officers, agents, servants, employees, and subcontractors. The doctrine of respondeat superior shall not apply as between the City and Foundation or their respective officers, agents, servants, employees, or subcontractors. Nothing herein shall be construed as creating a partnership or joint ent�rprise between City and Foundation. It is expressly understood and agreed that no officer, agent, servants, employee, or subcontractor of Foundation is in the paid service of City. L']� �L�] :ZN Di► Il�Il�il��l Notwithstariding any of the foregoing, the time for performance of any obligations under this Agreement wi11 be automatically excused and extended for such period of time as performance is prevented or impaired by a Force Majeure Event. For purposes of this provision, a"Force Majeure �vent" shall mean acts of God; strikes, lockouts, or ofher 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 of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control. 10. GOVERNMENTAL POWERS It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. Cablecast Agreement — 14`h Van Cliburn Page 3 of 4 11.SIGNATURE AUTHORITY . The person signing this Agreement hereby warrants that he or she has the legal authoi•ity to execute this Agreement on behalf of his or her respective Party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other Party is fully entitled to rely on this wananty and representation in entering into this Agreement. 12. ENTIRE AGREEMENT. NON-ENFORCEABILITY. AMEND COUNTERPARTS, AND INTERPRETATION This Agreement constitutes the entir•e understanding between the parties relating to the Program. It supersedes all prior agreements, whether oral or written, between the parties relating to the Program. If any provision of this Agreement shall be determined to be invalid or unenforceable, the remaining provisions will nevertheless remain in force. This Agreement may be amended only in writing, and only if signed by both parties. This Agreement may be executed in multiple counterparts, all of which together will constitute a single instrument. This Agreement will be interpreted according to the laws of Texas, which will be the jurisdiction for the resolution of all disputes between the parties relating to or arising out of the Agreement. Further, the parties acknowledge that each party and its counsel have had the opportunity to review and revise 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 or e�ibits hereto. Signed and agreed to by: City of Fort Worth / ��,;�_._—� i:�,,��v�-�, �; Assistant City Manager _ Approved-as to Form and Legality � ' � r � De ' C. lr Assistant Ci orney No M&C Required ��'v�• Attest: -- � , �,-a �� �� ����4� � a %� � �.L,rL � � ">i�-, � �� Mat J. Kayser � ,, � � �- City Secretaty � ¢��' �� �°�a� ���n��� Cablecast Agreement - 14�h Van Cliburn Van C Title urn Foundation, Inc. byi �, � ����~�� °°o�►` °QC�' �� � o�# � i o° "�i ..,.,,o�°�� � �, `f ' - � ;• ,,. � � , :' •ry r• ^ t ,i f �/' fi � ,� � � � � .