HomeMy WebLinkAboutContract 44468 yy r
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CITY SECRETARY
CONTRACT NO.
CA XX ECAS,'T AGREEMENT THE CITY OF FORT WORTH
AND THE VAN �y I I FOUNDATION............., _u...... _..._..
This Cahlecast Agreement ("Agreement") is made as of � 2013
by and between the City of Fort Worth the C 1000 r ckion rt n fort
Worth, "exas 76,102, and the Van Clibum Foundation, Inc. oundation" , 2525
Rid rnar Blvd., Suite 307, Fort, Worth, Teas, 7611 lbw
RECITALS
The City and Foundation, agree that the following statements are true and correct
and constitute the basis on which the parties have entered into this Agreement.
WHEREAS, the City through its Cable Communication Office ("FWTV")
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operates certain cable channels; and
WHEREAS, ever y four years, the Foundation conducts an international piano
competition known as the Van Cliburn International Piano, Competition (the
"Competition").
WHE REAS,, the Foundation wishes to have certain proceedings and event.)
associated with the 2013 Competition cal lecast live via the City's cable channels.
NOW, THEREFORE, for are n 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 execution o f this Agreement, the Foundation grants the City a non-exclusive
license to live ca:l lccast certain portions o f the fourteenth Van Clihurn
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International Piano Competition as produced and provided by Foundation (the
"Program"). This license shall extend solely to live cahlecast over the City"s
cable channel(s). City shall have no right or obligation to repeat the P"rogram can
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its cable channcl s or to stream the Program on the City's i.nternet feed. In
addition, the Foundation grants the �"ity a. non-exclusive 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 wel she(s) and gable 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 hl
storical Information.
2. TERM OF AGREEMENT
This Agreement shall commence at 12:0:1, 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 Clil urn International Piano Competition. FOFF11
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Cablecast Agreement— 14 1h Van Cliburn RECEIVED 013
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3. CONSIDERATION
Compensation to the parties shall consist solely of non-rnonetary consideration.
By cablecasting the Program and using trie, 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 Foundation shall be providing benefit to
the City In the form 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 evidenced 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. Providi,ng the City with a broadcast-ready feed of the Program for
carriage on the City's, cable channel(s).-
i.i. 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, buto not limited to,, artists,
producers, directors, cameramen, and others involved in
production of the rrogram,, to allow the City to carry the Program
on its cable chann,el(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,
11 Bearing all of the non-nal 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 PE:RSOiNNEL
The City's liaison will be Jack McGee or another individual whom he designates.
The Foundation's Exec utive-l'n-Charge will be The Foundation's
logistical contact far set-up will be or other Foundation designee.
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6.
FAIL :URIE TO, PROVIDE OR CARL BAST
Foundation will make a goodfialth eflort 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 cablecas,t the Program in accordance with the
schedule. However, if for any reason any portion of the planned Program is not
made available by the Foundation or is not ca,bilecast by the City after being, made
a enable, neither the Foundation nor the City will have any liability towards the
val
other.
Cablecast Agreement-- 141: Van ClIburn Page 21 of 4
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7, INDEMNIFICATION
Foundation warrants that it has or will obtain all necessary rights and permissions
to allow the C i t to lawfully cablec ast the Program and use the Foundation's
name and in.dicia in promoting the Program and that Foundation will not provide
any Program for cal lecasting 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, l%al ility, damages, or,
expenses for lih�el, slander, defamation, invasion of privacy, unfair competition.,
misappropriation, trademark or copyright infringement, or any other sim lar
{claims relating to the City's ea.bleeast of the Program.
8. RELATIONSHIP, OF THE PARTIES
City and Foundation shall operate hereunder its 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 pert firming same and shall he solely responsible for the
acts and omissions of the party's own officers,ers, a.gents, servants, employees, and
subcontractors. The doctrine of t-e.ypondeat 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 enterprise between City and Foundation. It is expressly understood
d agreed that no officer, agent, servants, employee, or subcontractor of
Foundation is in the paid service of
9. FORCE MAJEURE
Notwith.stariding,any of the foregoing, the time for performance of any obligations
under this Agreement will he automatically excused and extended for such period
of.time as performance is prevented or impaired by a. Force Ma#eure Event. ",or
purposes of this provision, a "Fo� �rce Ma eure Event, shall mean acts of God,
strifes, lockouts, or other industrial disturbances;ces; acts of public enemies; wars;
blockades', insurrections, riots, epidemics, public health crises, earthquakes, fires,
floods, restraints or ro 1 , .
t��nS 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 gover nment 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's reasonable
control.
10. GOVERNMENTAL `OWE RS
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 'n van Cliburn Page 3 of
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ll.SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he or she has the legal
s or her respective "arty, and
authority to execute this Agreement n behalf f his
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 warranty and representation in entering into this Agreement.
" ENTIRE.... -.. I I N'ON-E _..FORCEABI ..�ITY . AM D .ENT
COUNTERPART AND INTERPRETATION
This Agreement constitutes the entire understanding between the parties relating
to the Program. It supersedes all prier 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, t he remaining provisions will
nevertheless remain in force. This Agreement may be amended only in writing,
d only if signed by loth 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 exhibits its hereto.
Signed and agreed to by
City o fort Worth Van C urn Foundation, Inc
Assistant City Manager EX e u,tivvie vrector
Approved as to Form and Legality itnessf d by
e ' C.. lr erne
Assistant orney Title__
No M&C Required
Atte
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Kayser
C
it Secretary
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f I OFFICIAL RECORD
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CITY SECRETARY
C'ablecast Agreement- 140'Van Cliburn Wo'qaq�T44