HomeMy WebLinkAboutContract 42529 CITY SECRETARY
coNTRACT No.
SIC)I
LOCATION USE AGREEMENT
This Location Use Agreement C'Agreement") is made and entered into this 2 th day of
October (the "Agreement"), by and between City of Fort worth, a home-rule municipal
corporation of the State of Texas ("Cit7"), acting by and through its duly authorized Assistant City
Manager, and NZK Productions �`Producer"), acting by and through its duly authorized Member.
City and Producer are collectively referred to herein as the"Parties."
1. GRANT: For the term specified in Section 2 below, and any extensions thereof, City hereby
grants to Producer, its affiliates, successors, assigns, licensees, employees, representatives,
independent contractors, and suppliers (all of whom are included in the term "Producer") the right
to enter upon the Botanic Garden, which is situated at 3220 Botanic Garden Blvd. 76107 Fort
Worth,, Texas (`Premises'� and to bring equipment thereon and erect thereon temporary motion
picture structures and sets in order to use the Premises for the purpose of making still and motion
pictures, commercials, trailers, and soundtrack recordings (individually and collectively,
"Recordings") in connection with the production currently entitled The Bachelor
('Troduction").
2. TERM.. Producer may use the Premises as reasonably necessary for the photography and
recording of the Production commencing at October_'2S;,201.1 at_2:00p.mZOctober 29,E 2011 at
4:15 p.m., and continuing until October 2$,_201.1 at 2:30p.m./October 29, 2011 at 5:15 p.m_ and
X'Terrn").
3. CQNSIDERATION: CONSIDERATION: Producer agrees to pay the City the sum of
Three Hundred Seventy Five Dollars and No Cent ($375.00), of which shall be used exclusively for
the Botanic Garden benefit for the rights granted under this .Agreement, whether the Premises are
actually used for the full time granted or not.
4. DESCRIPTIC]N: The use of the Premises granted to Producer by City includes only exterior
areas o&_of the Oval Rose Garden as further identified in"Exhibit A"attached to this agreement.
5. OPTIONS: At any time within C months from the date upon which the Term ended and with
the City's prior written consent, Producer may re-enter the Premises for such period as may be
reasonably necessary to photograph retakes or added scenes, subject to Producer's payment of
additional consideration as mutually agreed to by the Parties. In addition, if Producer desires to
make subsequent use of the Premises 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
and additional consideration to be provided by Producer.
G. PR01MQTION AND RESTORATION OF_PREMISES: 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 Agreement 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 irrnrnediately preceding the occurrence of such damage,
reasonable wear and tear excepted) any damage that may be done to the Premises or the natural
environment by any act of Producer or any of Producer's employees, agents, officers, or anyone
visiting the Premises upon the invitation of Producer, excluding any such damage arising out of the
negligence or misconduct of the Citv, its employees, agents or contractors. The City,shall, in its -
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Location Use Agreement r W Ya TH, T
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reasonable 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 Producer. Producer shall remove
from the Premises 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 Premises
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
Premises, but in no case less than seven (7) days after delivery of the list, to determine the need for
further repairs,if any.
7. RIGHTS: Producer, its successors, assigns and licensees shall be and remain the sole owner of
all Recordings. Producer shall have all rights, without limitation, perpetually 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 Premises by its actual name or a derivation thereof,but has the right to refer to the Premises
by a fictitious name, the right to attribute fictitious events as occurring on the Premises, and the
right to replicate the Premises and use such replication in Producer's sole discretion.
8. USAGE: Except as provided by Section 11 and Section 15 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 Jimi.ted to City's remedies at law for
damages, if any, and City shall not be entitled to enjoin, :restrain, or interfere with the fih ing,
broadcast, exhibition, distribution or other exploitation of any of Producer's audio-visual works,
including, but not li.rnuted to the Production, or any of Producer's rights hereunder. City
acknowledges and agrees that the Premises 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, City
agrees that Producer shall be entitled to injunctive and other equitable relief to prevent any
interference with use of the Premises by Producer hereunder. Nothing contained herein shall be
construed to obligate Producer to use the Recordings, including without limitation, to exhibit the
Production or any other program contaixxang the Recordings, or to use any name connected with the
Premises in connection with any program.
9. INDEMNIFICATION: PRODUCER AGREES TO DEFEND, INDEMNIFY AND HOLD
THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS FROM
AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES
OF ANY KIND, INCLUDING, BUT NOT LIMITED TO THOSE FOR PROPERTY
t DAMAGE OR LOSS �NCLUDING ALLEGED DAMAGE OR LOSS TO CITY'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)
PRODUCER'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 PERFO1CMANCE OF THIS AGREEMENT; EXCEPT THAT THE
INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY
LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS
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OFFICERS, .AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS. 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.
10. 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 Premises damage insurance.
11. ARRANTIE : City warrants,represents, and agrees that City is fully authorized to enter into
' this Agreement and has the right to grant to Producer the use of the Premises as described herein
and to grant each of the rights herein granted.
12. FORCE MAJEURE:
a. PRODUCER: If because of illness of actors, director, or other essential artists and
crew; weather conditions; defective fivm or equipment; or any other occurrence beyond Producer's
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control, Producer is unable to start work on the date designated above and/or work-in-progress is
interrupted during the use of the Premises 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 Premises at a later
date to be mutually agreed upon by the Parties, or(b) terminate the Agreement.
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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 written notice of the particulars of such Force Majeure to Producer within a reasonable
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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 in good faith exercise its best efforts to remove and overcome such inability.
Licensee hereby waives any claim against City for damages by reason of any delay due to
Force Majeure.
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; wars; blockades; insurrections; riots;
epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court,
board, department, cornm:ission, 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; any arrests and restraints; civil disturbances; or explosions; or some other reason
beyond the party's reasonable control.
13. COPYRIGHT AND IMAGE„PROTECTION: Producer,its designees,and 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 Rockwood Golf Course or authorize such use on any internet website or on any other on-
line site, except as specifically approved by the City of Fort worth and Rockwood Golf Course.
Producer, its designees or assignees, shall not have the right or license to manufacture or cause the
production of merchandise items bearing the designated mark or copyright.
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14. COMPLLANCE 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 officers, 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 Premises, 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 bring an end to and correct
the violation.
15. SECURITY: Nothing herein shall make the City liable for, or a guarantor of, safety of persons
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or property on the subject Premises herein. Producer acknowledges that Producer is not relying on
the Ci ty to provide security services and that the City has made no representations with respect
thereto. The Producer shall employ, at Producer's sole cost, at least one off-duty peace
officer to regulate access to the Premises and to prevent unauthorized access to the
Premises during the Tema by individuals not affiliated with the Producer or the Production.
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 Rockwood Golf Course 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,
arises 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 accordance with the laws of the
State of Texas.
18. NOTICES: All written notices called for or required by this Agreement shall be addressed to
the following, or such other party or address as either party designates in writing, by certified mail,
postage prepaid, or by hand delivery:
19. SOLE AQREEMENT: This written instrument and any attached exhibits constitutes the
entire agreement by the parties hereto concerning the work and services to be performed and any
Prior or contemporaneous, oral or written agreement,which purports to vary from the terms hereof,
shall be void.
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IF TO CI'T'Y OF FORS' WORTH IF TO PRODUCER
Parks and Community Services Department nl Z 1-(,
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Attn: Richard Zavala Attu: 7
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4200 South Freeway,Suite 2200 3 3 PV. C)I Pn L GIVJ sw 4 e. 1.76
Fort Wirth,Texas 76115
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With copy to: ton. jib. q to • D z.4
Denis McElroy
Assistant City Attorney
1000 Throckmorton Street
Fort Worth,Texas 76102
III WITLESS WHEREOF, the parties have signed this Agreement as of the date set forth above.
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Assistant City Manager Location Manager
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NO M&C REQUIRED
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FORTWORTH
November 1, 2011
TO: Denis McElroy //-
Assistant City Attorney
Susan Alanis
Assistant City Manager
Marty Hendrix �
City Secretary
FROM: Richard Zavala, Director
Parks and Community Services Department
SUBJECT: SIGNATURE REQUEST
Attached for your approval are three (3) copies of a location use agreement between the City
of Fort Worth and NZK Productions, Inc., a California corporation, for the filming of a
segment for "The Bachelor" television show at the Botanic Garden on October 28�' and 29�'
of 2011. The production company executed the agreement and agreed to comply with the
City's standard terms and conditions prior to being allowed any use of City property.
However, due to the last-minute nature of the company's request, the agreement could not be
routed for City execution prior to filming. This agreement will result a revenue stream of
$375.00 to the Botanic Garden. No M&C is required for this action.
Please call Wil Johnson, Sr. Contract Compliance Specialist, at 817.392.5703 when
documents. have been fully executed and are ready to be picked up. For additional
information, please contact Sandra Youngblood, Assistant Director, at 817.392.5755 or Mr.
Johnson. Thank you for your assistance.
4A--*.,.
C: Sandra Youngblood, Assistant Director
Wil Johnson, Sr. Contract Compliance Specialist
Attachments C dL �
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•A� PARKS AND COMMUNITY SERVICES D ARTMENT D
THE CITY OF FORT WORTH * 4200 SouTH FRuwnv • Four WorrrH, Texas 76115-1499
817-871-PARK * Fax 817-871-5724 �`
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