HomeMy WebLinkAboutContract 58479 CSC No.58479
MUSIC LICENSE AGREEMENT
This MUSIC LICENSE AGREEMENT ("Agreement") is made and entered into by and between (1)
the City of Fort Worth, a Texas home rule municipality ("City"), acting by and through its duly
authorized Library Director, Manya Shorr, on behalf of the Fort 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 date on which all Parties have signed the Agreement ("Effective Date").
Licensor:
Name of individual authorized to sign on the behalf of below-named artist(s) or musical group:
Sean A. Ibanez
Artist(s) or musical group name: Goisagi
Mailing address:_ 5412 Durham A ve Fort Worth, TX 76114
Email address:_sean.a.ibanez@gmaii.com_
Telephone number: 8084570032
RECITA LS
WHEREAS, Licensor is the sole and exclusive owner of certain musical compositions, files,
recordings, or other creative works, images, videos, or textual content, or rights thereto, which are
described more fully in the attached Exhibit "A" and incorporated herein by reference (hereinafter
referred to as "Work(s)");
WHEREAS, the City operates a public library system (hereinafter "Library")and desires to make
available the Works of Licensor to Library patrons (hereinafter "Patrons") through permanent
download and streaming via a web-based content sharing service (hereinafter the
"Service")accessible from the Library's website;
WHEREAS, Licensor represents and warrants to City that Licensor has the full right and
permission to grant such licenses and permissions to the Works as described herein;
WHEREAS, Licensor herein grants City a non-exclusive license to use and make available to
Patrons the Work(s), subject to the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the promises, conditions, covenants, and
warranties herein contained, the receipt and sufficiency of which 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 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.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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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 grants 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.
f. 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 (30) 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.
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
C ity.
4. REPRESENTATIONS AND WARRANTIES.
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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 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 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 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
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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 aU 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 Work(s) 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 ha ve 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 aU 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 indemnify 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 settlement or compromise, the City's
use is materially adversely restricted, Licensor shall, at its own expense and as City's
sole remedy; (a)procure for City the right to continue to use the Work(s); or(b)
modify 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 5 of this Agreement shall survive the expiration or termination of the
Agreement.
6. COPYRIGHT NOTICES/RETAINED 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 C ity.
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.
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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 WORK(S) BY 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 Licensorfor
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 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 Party'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.
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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.
3.2. 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]
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CfTY OF FORT WORTH:
Contract Compliance Manager:
C By signing I acknowledge that I am the
By. person responsible for the monitoring and
Narne:Manya 5horr administration of this contract, including
7--tle:Library Director ensuring all performance and reporting
Da�' Nov 17,2022 requirements.
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APPROVAL RECOMMENDED: By. 'al
Name: Timothy Shidal
By: Title: Administrative Services Manager
Name: Marilyn Marvin
Title: Assistant Library Director APPROV ED AS TO FORM AND LEGALITY:
ATTEST: By:
79��et�2 c 1 GDOWZG� Name:J essika J. Williams
E3 _ S.Goodall(Nov 18,20220757CST) Title: Assistant City Attorney
Name. Jannette Goodall
Title: City Secretary CONTRACT AUTHORIZATION:
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LICENSOR
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Nanne: Sean A. Ibanez
Date: 1 ' 1 7' 2 2
If you don't have a Vendor ID with Fort Worth, you must get one here: Instructions
(https /;isfs amplifv817 orcl/assets/asset-1614906356780/1614906356000-vendor-registration-
updated.odf)
You must sign this contract digitally or on a printed copy and email that back to
Amplify817@FortWbrthTexas.gov>, a countersigned copy will be emailed to you when executed.
OFFICIAL RECORD
C ity of Fort Mirth CITY SECRETARY /
FT.WORTH,TX
Music License Agreement /
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KOM
12022 0
EXHI IT "A" -- "Work(s)"
Please describe the "Work(s)," including:
Name of album(s): Alight
Song title(s):_ 1. Heliotaxis 2. Hono'o 3. reflection 4. Swiftly Tilting 5.Transformative 6. Laniakea -
Sean Ibanez
Artist(s) name(s): Goisagi
Songwriter(s):Sean Ibanez
Release date:2022-02-02
Copyright registration number(s) (if
applicable):[Attach additional pages as
necessary]
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