Loading...
HomeMy WebLinkAboutContract 61861CSC No. 61861 LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS This License Agreement ("License") for the use of City of Fort Worth property is made and entered into by and between the City of Fort Worth, a Texas home -rule municipal corporation of the State of Texas ("Licensor") and King Street Productions Inc., a Delaware corporation ("Licensee"). RECITALS WHEREAS Licensee has requested the use of the property described in the attached Exhibit "A," owned by the Licensor as the Fort Worth Spinks Airport located at 450 Alsbury Ct, Fort Worth, Texas 76028 (the "Property"); and WHEREAS Licensor desires to grant a license to Licensee and Licensee desires to obtain a license from Licensor for the purpose of filming and video production on the Property; and WHEREAS Licensor and Licensee acknowledge that the Property is owned by Licensor, but a portion of the Property may be leased to and managed by a third -party (the "Lessee"), and that Licensee has obtained all necessary approvals from the Lessee for the use of the Property under this Agreement if necessary or required by law. NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations contained herein, the Licensor and Licensee agree as follows: 1. PROPERTY LICENSED. Licensor hereby grants unto Licensee a non-exclusive license to enter upon and use the Property as depicted and as described in the attached "Exhibit A." Licensor will provide Licensee access to the Property as agreed upon with movement area access being restricted to escort only at all times during the Term. 2. TERM OF LICENSE. The Term of this License shall commence on the date of its full execution ('Effective Date") and expire on September 30, 2025 (the "Term"). 3. FEE. Licensee shall pay to Licensor a fee according to the following daily rates: Filming Area Cost per day Paved Parking (Inside the Air Operations Area) $3,000.00 Unpaved Parking (Inside the Air Operations Area) $1,500.00 Movement Area $5,000.00 Non -Movement Area $4,000.00 Outside the Operations Area $3,000.00 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 4. PROPERTY CONDITION, CONSTRUCTION, AND IMPROVEMENTS. Licensee hereby acknowledges that (a) it accepts the Property in its present condition, and (b) Licensor has made no representations to Licensee regarding the safeness thereof or suitability for any particular purposes. Licensee agrees that it will not install or construct improvements of any type on the Property during the Term of this License. Licensor reserves the right to remove any and all improvements installed in violation of this section at any time. 5. USE OF PROPERTY. 5.1. Licensee hereby agrees to use the Property strictly in accordance with the terms and conditions of this License and solely for filming and video production. 5.2. Licensee agrees that it will not obstruct any street or right-of-way through its use of the Property. If Licensee desires to use any street or right-of-way, Licensee understands that it must comply with the City of Fort Worth street use permit process. 5.3. All vehicles and all equipment parked in, on, or around the Property shall be parked in accordance with Licensor's requirements, rules, and ordinances. 5.4. Licensor's employees and agents may enter and have access to the Property at any time, provided that that such entrance and access to the Property does not unreasonably interfere with or prevent the use by Licensee of the Property as set forth herein. 5.5. Licensee understands and agrees that the Property is public property, and as such, Licensor cannot agree to Licensee's exclusive use of the Property. To the extent reasonably practical, Licensee shall not materially interfere with the Licensor's typical use of the Property during the Term of this License. 5.6. Licensee hereby acknowledges and agrees that no alcoholic beverages shall be consumed by Licensee or its agents, contractors, employees, patrons, performers or guests while in, on or about the Property. 5.7. Licensee shall not permit, nor admit a larger number of persons than can safely or freely move about the Property. All people and movement will be approved by the Licensor prior to entry on property. 5.8. The Property shall not be used for any production that would be considered obscene pursuant to state or federal laws. The Property shall not be used in a manner that would portray the Licensor in a negative light, as solely but reasonably determined by Licensor, or that would be defamatory to Licensor. In the event Licensee uses the Property for the purposes prohibited under this section and fails to cure in a reasonable time and manner, this License will immediately LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 2 of 13 terminate, and Licensor may avail itself of any remedies allowed at law or in equity (except as set forth in Paragraph 32 Waiver of Injunctive Relief). 6. UTILITIES. Licensee shall be obligated, within ten (10) days of the expiration of the Term, to pay the actual and documented costs incurred by Licensor for any utilities, amenities, or services necessary for Licensee's use of the Property. including, but not limited to: 6.1. Heating, air conditioning, and ventilation as required for comfortable use and occupancy of any indoor, fully enclosed portion of the Property; and 6.2. Electricity or other utilities. 7. MAINTENANCE, CLEANING, AND SAFETY OF PROPERTY. 7.1. Licensee agrees to keep and maintain the Property in a good, clean, and sanitary condition at all times throughout the Term. Licensee covenants and agrees that it will not make or suffer any waste of or damage to the Property. Licensee shall be responsible for all damages caused by Licensee, its agents, servants, employees, contractors, subcontractors, licensees or invitees during the Term, and Licensee agrees to fully repair or otherwise cure all such damages at Licensee's sole cost and expense. Should Licensee fail to fully repair damage to the sole satisfaction of the Licensor, Licensor may bill Licensee for any expenses incurred by Licensor to repair any such damage. 7.2. Licensee shall arrange or provide for any necessary janitorial and cleaning services so that the Property is cleaned and restored to the condition in which the Property was found before the beginning of the Term (reasonable wear and tear excepted). 7.3. In allowing the use of the Property by Licensee, Licensor retains and does not relinquish the right to issue and enforce such rules, regulations, and directives as it may deem necessary for the safe, orderly, and commercially sound operation of the Property. Licensor reserves the right to remove any person from the Property. Except to the extent caused by Licensor's fraud, gross negligence, and/or willful misconduct, Licensee, on behalf of itself, its agents and employees, hereby waives any rights and all claims for damages against Licensor arising from such occurrences under this section. 7.4. Licensee shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Licensee's use of the Property. Licensee shall take all reasonable precautions to prevent damages, including: to Licensee and its agents, contractors, employees, patrons, performers or guests; to others in, on, or around the Property; and to the Property itself, including trees, shrubs, lawns, walks, pavements, roadways, structures, and utility infrastructure. 7.5. Licensee shall erect and maintain all reasonable safeguards, including the posting danger signs and other warnings against hazards, Licensee shall protect adjacent properties from any damage caused by Licensee's use of the Property. LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 3 of 13 7.6. Within twenty-four (24) hours after Licensee becomes aware of the occurrence of any accident or other event which results in, or might result in, injury to any person or damage to the property of any third -party, the Licensee shall send a written report of such accident or other event to the Licensor, setting forth a full and concise statement of the facts pertaining thereto. The Licensee shall also immediately send the Licensor a copy of any summons, subpoena, notice, or other documents served upon the Licensee in connection with Licensee's use of the Property. 7.7. Nothing herein shall make Licensor liable for, or a guarantor of, safety of any persons or property of Licensee on the Property. Licensee acknowledges that Licensee is not relying on the Licensor to provide security services and that Licensor has made no representations with respect thereto. Licensee shall employ, at Licensee's sole cost, the specific number off -duty peace officers determined by Licensor to effectuate public safety. 8. ENVIRONMENTAL RESTRICTIONS AND LIABILITY. No materials or substances may be stored, used, transported, or disposed of on or near the Property, whether such substance or materials be in solid, liquid, or gaseous form which are regulated under the following laws as they exist or are amended or reauthorized and their implementing regulations: Resource Conservation and Recovery Act (RCRA; 42 U.S.C. §6901 et seq.), the Superfund Act (CERCLA; 42 USC Ch. 103 et seq.), the Toxic Substances Control Act (TSCA; 15 U.S.C. §2601 et seq.), the Federal Insecticide, Fungicide, or Rodenticide Act (FIFRA; 7 U.S.C. § 136 et seq.), the Atomic Energy Act (42 U.S.C. § 2011 et seq.), the Texas Solid Waste Disposal Act (Texas Health and Safety Code, Ch. 361). No ignitable, reactive, or corrosive wastes, medical wastes, or petroleum products may be stored, used, transported upon, or disposed of on or near the Property, except for fuels, lubricants, and other materials which are part of operational automobiles or construction equipment. LICENSEE, ATITS SOLE COST AND EXPENSE, AGREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE REMEDIATION OF OR ANY VIOLATION OF ANYAPPLICABLE FEDERAL, STATE, OR LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS CA USED BYLICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES. 9. INSURANCE. 9.1. Licensee shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the Licensor: 9.1.1. Commercial General Liability a. Combined limit of not less than $10,000,000 per occurrence; $30,000,000 aggregate b. Defense costs shall be outside the limits of liability. 9.1.2. Automobile Liability Insurance covering any vehicle used in providing services related to the use of Property under this License, including owned, non - owned, or hired vehicles, with a combined limit of not less than $10,000,000 per occurrence. 9.1.3. Statutory Workers' Compensation and Employers' Liability Insurance LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 4 of 13 requirements per the amount required by statute. 9.1.4. Any other insurance as reasonably requested by City. 9.2. General Insurance Requirements: 9.2.1. All applicable policies shall name the "City of Fort Worth" as an additional insured thereon, as its interests may appear. The term "City of Fort Worth" shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 9.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 9.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the Licensor. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 9.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Licensor's Risk Management. If the rating is below that required, written approval of Licensor's Risk Management is required. 9.2.5. Any failure on the part of Licensor to request required insurance documentation shall not constitute a waiver of the insurance requirement. 9.2.6. Certificates of Insurance evidencing that the Licensee has obtained all required insurance shall be delivered to and approved by the Licensor's Risk Management prior to execution of this License. 9.2.7. Any deductible will be the sole responsibility of the Licensee and may not exceed $50,000 without the written approval of the Licensor. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this License. Coverage shall be maintained for the duration of the contractual agreement and for one (1) year following completion of this License. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the Licensor to evidence coverage. 9.3. Licensor may terminate this License immediately upon the failure of the Licensee to provide acceptable documentation of insurance as required by this License. 10. RIGHTS OF LICENSOR. LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 5 of 13 10.1. Licensor hereby reserves the right to take any action it considers necessary, including immediate termination of this License, to prevent Licensee from performing any action which, in the opinion of Licensor, would materially limit the usefulness of the Property or materially interfere with any third -parry's use of the Property. 10.2. Licensor retains the right to cause the interruption of any use of the Property in the interest of public safety, and to immediately terminate of this License when in the sole judgment of Licensor, termination is necessary in the interests of public safety. 10.3. At all times during the Term of this License, Licensor shall have the right, through its agents and representatives, to enter into and upon the Property for the purpose of examining and inspecting the same to determine Licensee's compliance with all the terms of this License, provided that Licensor shall use good faith efforts to not unreasonably interfere with or prevent the use by Licensee of the Property as set forth herein. 11. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Licensee shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative or employee of Licensor. Licensee shall have the exclusive right to control the details of its operations and activities on the Property and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and invitees. Licensee acknowledges that the doctrine of respondeat superior shall not apply as between Licensor and Licensee, its officers, agents, employees, contractors and subcontractors. Licensee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Licensor and Licensee. 12. INDEMNIFICATION AND ASSUMPTION OF RISK. 12.1. EXCEPT TO THE EXTENT CAUSED BY LICENSOR'S FRAUD, GROSS NEGLIGENCE, AND/OR WILLFUL MISCONDUCT, LICENSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR OPERATIONS ON THE PROPERTY DURING THE TERM. EXCEPT TO THE EXTENT CAUSED BY LICENSOR'S FRAUD, GROSS NEGLIGENCE, AND/OR WILLFUL MISCONDUCT, DURING THE TERM OF THE LICENSE, LICENSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS, AND DEFEND LICENSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH LICENCEE'S USE OR OCCUPANCY OF THE PROPERTY. LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 6 of 13 EXCEPT TO THE EXTENT CAUSED BY LICENSOR'S FRAUD, GROSS NEGLIGENCE, AND/OR WILLFUL MISCONDUCT, LICENSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LICENSOR FOR ANY AND ALL INJURIES OR DAMAGES TO THE PROPERTY WHICH ARISE OUT OF OR IN CONNECTION WITH LICENCEE'S USE OF THE PROPERTY. 12.2. EXCEPT TO THE EXTENT CAUSED BY LICENSOR'S FRAUD, GROSS NEGLIGENCE, AND/OR WILLFUL MISCONDUCT, LICENSEE, IN USING THE PROPERTY AND ANY EQUIPMENT THEREON, WHETHER SUCH EQUIPMENT IS SPECIFICALLY DESCRIBED OR NOT, DOES SO AT ITS OWN RISK. LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGES TO PROPERTY OR DAMAGES ARISING FROM PERSONAL INJURIES SUSTAINED BY LICENSEE OR ANY OF ITS AGENTS, CONTRACTORS, EMPLOYEES, PATRONS, LICENSEES, INVITEES, PERFORMERS OR GUESTS, IN, ON, OR ABOUT THE PROPERTY. LICENSEE ASSUMES FULL RESPONSIBILITY FOR ANY PROPERTY DAMAGE OR INJURY WHICH MAY OCCUR TO LICENSEE, ITS AGENTS, CONTRACTORS, EMPLOYEES, PATRONS, LICENSEES, INVITEES, PERFORMERS OR GUESTS IN, ON OR ABOUT THE PROPERTY ARISING OUT OF OR RELATED TO LICENSEE'S USE OF THE PROPERTY. 12.3. Licensee acknowledges that Licensor lacks legal authority to grant permission for the use of the names or likenesses of individuals who might appear in the Licensee's production. Licensee shall be solely and exclusively responsible and liable with respect to obtaining any filming and photography releases required with respect to persons and third -party property located on, in, or around the Property. At a minimum, Licensee shall provide and post signage in the immediate vicinity of the Property notifying members of the public that photographing or videotaping is being conducted. EXCEPT TO THE EXTENT CAUSED BY LICENSOR'S FRAUD, GROSS NEGLIGENCE, AND/OR WILLFUL MISCONDUCT, LICENSEE AGREES TO RELEASE, INDEMNIFY, AND HOLD HARMLESS THE LICENSOR FROM AND AGAINST ANY THIRD -PARTY CLAIM RELATING TO THE UNAUTHORIZED USE, FILMING, TAPING, RECORDING, OR PHOTOGRAPHING OF ANY INDIVIDUAL OR THIRD - PARTY PROPERTY. 12.4. EXCEPT TO THE EXTENT CAUSED BY LICENSOR'S FRAUD, GROSS NEGLIGENCE, AND/OR WILLFUL MISCONDUCT, IT IS FURTHER AGREED THAT LICENSEE SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS LICENSOR FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, REASONABLE OUTSIDE ATTORNEY'S FEES, TO WHICH LICENSOR MAY BE SUBJECTED ARISING OUT OF OR RELATED TO LICENSEE'S USE OF ANY THIRD -PARTY INTELLECTUAL PROPERTY BY REASON OF AN ALLEGED OR ACTUAL INTELLECTUAL PROPERTY VIOLATION. LICENSOR EXPRESSLY ASSUMES NO OBLIGATION TO REVIEW OR OBTAIN APPROPRIATE LICENSING, AND ALL SUCH LICENSING SHALL BE THE EXCLUSIVE OBLIGATION OF LICENSEE. LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 7 of 13 13. DEFAULT AND TERMINATION. In addition to termination rights contained elsewhere in this License, Licensor shall have the right to terminate this License as follows: 13.1. Failure by Licensee to License Fee and Breach. Licensor may terminate this License immediately if the License Fee is not paid prior to the Term or if Licensee breaches any portion of this License and fails to cure such breach with a reasonable period of receiving notice from Licensor. 13.2. Convenience. Either Licensor or Licensee may terminate this License at any time and for uncured material breach by providing the other parry with two (2) days written notice of termination. 13.3. Forfeiture of License Fee. If termination of this License occurs, the License Fee shall be forfeited to Licensor. 14. NOTICES. Notices required pursuant to the provisions of this License shall be conclusively determined to have been delivered when (i) hand -delivered to the other parry, its agents, employees, servants or representatives, or (ii) sent via certified mail and deposited in the United States Mail, postage prepaid, addressed as follows: To LICENSOR: City of Fort Worth Attn: Roger Venables, Aviation Department Director 200 Texas Street Fort Worth, Texas 76102 With a copy to: City of Fort Worth City Attorney's Office 200 Texas Street Fort Worth, Texas 76102 To LICENSEE: King Street Productions Inc. 1600 W 71h Street Fort Worth, Texas 76102 15. LIENS BY LICENSEE. Licensee acknowledges that it has no authority to engage in any act or to make any contract, which may create or be the foundation for any lien upon the Property or interest in the Property of Licensor. If any such purported lien is created or filed, Licensee, at its sole cost and expense, shall liquidate and discharge the same within ninety (90) days of such creation or filing. Licensee's financial obligation to Licensor to liquidate and discharge such lien shall continue in effect following termination of this License and until such a time as the lien is discharged. LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 8 of 13 16. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS. Licensee covenants and agrees that it shall not engage in any unlawful use of the Property. Licensee 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 Property, and Licensee immediately shall remove from the Property any person engaging in such unlawful activities. Unlawful use of the Property by Licensee itself and failure to cure such unlawful use in a reasonable time and manner shall constitute a breach upon which this License shall immediately terminate. Licensee agrees to comply with all federal, state, and local law, all ordinances, rules and regulations, including those of Licensor. If Licensor notifies Licensee or any of its officers, agents, employees, contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or regulations, Licensee shall immediately desist from and correct the violation. 17. NON-DISCRIMINATION COVENANT. Licensee, for itself, its personal representatives, successors -in -interest and assigns, as part of the consideration herein, agrees that no persons shall be excluded from participation in or denied the benefits of Licensee's use of the Property on the basis of race, color, national origin, religion, handicap, sex, sexual orientation, familial status, gender identity, gender expression, or transgender. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY LICENSEE, ITS PERSONAL REPRESENTATIVES, SUCCESSORS -IN -INTEREST OR ASSIGNS, LICENSEE AGREES TO INDEMNIFY LICENSOR AND HOLD LICENSOR HARMLESS. 18. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this License, Licensor does not waive or surrender any of its governmental powers. 19. NO WAIVER. The failure of Licensor to insist upon the performance of any term or provision of this License or to exercise any right granted herein shall not constitute a waiver of Licensor's right to insist upon appropriate performance or to assert any such right on any future occasion. 20. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this License or of Licensee's use of the Property, 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 License shall be construed in accordance with the laws of the State of Texas. 21. ATTORNEYS' FEES. In the event there should be a breach or default under any provision of this License and either party should retain attorneys or incur other expenses for the collection of rent, fees or charges, or the enforcement of performance or observances of any covenant, obligation or agreement, Licensor and Licensee agree that each party shall be responsible for its own attorneys' fees. 22. SEVERABILITY. If any provision of this License shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 23. HEADINGS NOT CONTROLLING. Headings and titles used in this License are for reference purposes only and shall not be deemed a part of this License. LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 9 of 13 24. ENTIRETY OF AGREEMENT. This written instrument, including any documents attached hereto or incorporated herein by reference, contains the entire understanding and agreement between Licensor and Licensee, its assigns, and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provisions of this License. 25. RIGHT TO AUDIT. Licensee agrees that Licensor shall, until the expiration of three (3) years after final payment under this License, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Licensee involving transactions relating to this License at no additional cost to the Licensor. Licensee agrees that the Licensor shall have access during normal working hours to all necessary Licensee facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Licensor shall give Licensee not less than ten (10) days written notice of any intended audits. Licensee agrees to include in all its subcontractor agreements a provision to the same effect as this Section 26 to the benefit of Licensor. 26. ASSIGNMENT. Licensee shall not assign any of its duties, obligations or rights under this License without the prior written consent of the Licensor. If the Licensor grants consent to an assignment, the assignee shall execute a written agreement with the Licensor and the Licensee under which the assignee agrees to be bound by the duties and obligations of Licensee under this License. The Licensee and Assignee shall be jointly liable for all obligations under this License prior to the assignment. 27. AMENDMENTS. No amendment of this License shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 28. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed this License 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 License or exhibits hereto. 29. OWNERSHIP OF PRODUCTION; PHOTOGRAPHY. If Licensee's use of the Property is for the production of photography (including without limitation by means of motion picture, still or videotape photography), all rights of every nature whatsoever in and to all still pictures, motion pictures, videotapes, photographs and sound recordings ("Recordings") made hereunder, shall be owned by Licensee and its successors, assigns and licensees. In connection with Licensee's use of the Property and the production of photography, Licensee may refer to the Property, or any part thereof, by any fictitious name and may attribute any fictitious events as occurring on the Property. Licensor irrevocably grants to Licensee and Licensee's successors and assigns the right, in perpetuity to duplicate and recreate all or a portion of the Property and to use such duplicates and recreations in any media and/or manner now known or hereafter devised in connection with the Licensee's use, including without limitation sequels and remakes, merchandising, theme parks and studio tours, and in connection with publicity, promotion and/or advertising for any or all of the foregoing; provided, however, the Property shall not be used for the production of any movie or scene that would be LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 10 of 13 considered to be obscene pursuant to state and federal laws or in a manner that would portray the Licensor in a negative light, as determined in Licensor's sole and reasonable discretion. This provision shall survive termination of this License. 30. COPYRIGHT AND IMAGE PROTECTION. Licensee, its designees, and assignees, may not use Licensor's name or any marks or copyrights of Licensor, nor authorize such use, on any internet website or on any other online site, except as specifically approved by Licensor in writing. Licensee, its designees, and assignees, shall not have the right or license to manufacture or cause the production of merchandise items bearing any of Licensor's marks or copyrights. 31. CONFIDENTIALITY. Licensor agrees to keep and retain in the strictest confidence, except as required by law, including the Texas Public Information Act, or with Licensee's prior written consent, all information and materials disclosed to or obtained by Licensor relating to Licensee, Licensee's successors and assigns and/or Licensee's audio-visual production currently entitled "Landman" ("Production"). This provision shall survive termination of this License. 32. WAIVER OF INJUNCTIVE RELIEF. Licensor hereby acknowledges and agrees that, except in the event of Licensee's breach of this Agreement, Licensor, or any third party acting on behalf of or with the authorization of Licensor, shall not be entitled to equitable or injunctive relief in connection with the use and/or exploitation (including, without limitation, advertising, marketing, exhibition, etc.) of the Recordings, the Production, and/or any allied, subsidiary, incidental or derivative rights thereto. Notwithstanding the foregoing, Licensee hereby acknowledges and agrees that the Licensor may also seek injunctive relief during the Term with respect to the Licensee's right to access the Property, subject to Licensor providing the Licensee with (a) notice of any alleged breach, and (b) a reasonable opportunity to cure such breach. IN WITNESS WHEREOF, the parties hereto have executed this License in multiples, this 19th day of August, 2024. [signature page follows] LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 11 of 13 LICENSOR: CITY OF FORT WORTH: By: Valerie Washington (Aug 16, 202412:16 CDT) Name: Valerie Washington Title: Assistant City Manager Date: , 2024 APPROVAL RECOMMENDED: By: Name: Roger Venables Title: Aviation Systems Director ATTEST: �p°�oRT � 10 ova Ovo a=do a �bd0444 By: Name: Jannette Goodall Title: City Secretary CONTRACT COMPLIANCE MANAGER: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Name: Clinton Tuggle Title: Airport Operations Supervisor APPROVED AS TO FORM AND LEGALITY: a�B Candace Pagliara (Aug 15, 02415:36 CDT) Y� Name: Candace Pagliara Title: Asst. City Attorney CONTRACT AUTHORIZATION: M&C: N/A FORM 1295: N/A LICENSEE: KING STREET PRODUCTIONS, INC. f _ By: 1DocuSigned by: GU41 Ul"4t4 RF;4FF;c,..qjoF nAlF Name: Karen Wacker Title: Producer 8/15/2024 Date: 2024 LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS By: FDocuSigned by: Mark Jarrett W-&&F4WE25!?9 Name: Mark Jarrett Title: Supervising Location Manager 8/15/2024 Date: .2024 OFFICIAL RECORD CITY SECRETARY PAGE 12 of 13 FT. WORTH, TX EXHIBIT "A" PROPERTY LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 13 of 13 DocuSign Certificate Of Completion Envelope Id: B3B1FE633C5940FOA92B7C7FC2F66268 Subject: Spinks Airport - Paramount Filming Agreement Source Envelope: Document Pages: 13 Signatures: 2 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Disabled Time Zone: (UTC-05:00) Eastern Time (US & Canada) Record Tracking Status: Original 8/15/2024 11:17:31 AM Signer Events Mark Jarrett majarrett@gmail.com supervising Location Manager Skam Productions, LLC Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 3/5/2024 7:18:34 PM ID: 45eb07d5-d5b 1-445f-b87b-49ae38f9cfa0 Karen Wacker karen.wacker@seriescrew.com Co-EP/UPM King Street Productions, Inc Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Holder: Peggy Chen peggy.chen@seriescrew.com Signature DocuSigned by: E ark Jarrett 9FBEF494CE25438... Signature Adoption: Pre -selected Style Using IP Address: 174.197.3.222 Signed using mobile DocuSigned by: w"At4 364E6C930F9041E.. Signature Adoption: Pre -selected Style Using IP Address: 137.27.144.194 Signature Status Status Status Status Status Signature Signature Status Hashed/Encrypted Security Checked Security Checked Status: Completed Envelope Originator: Peggy Chen 4024 Radford Avenue Studio City, CA 91604 peggy.chen@seriescrew.com IP Address: 97.93.182.83 Location: DocuSign Timestamp Sent: 8/15/2024 11:33:59 AM Viewed: 8/15/2024 11:36:29 AM Signed: 8/15/2024 11:42:00 AM Sent: 8/15/2024 11:42:01 AM Viewed: 8/15/2024 12:19:59 PM Signed: 8/15/2024 12:20:05 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamps 8/15/2024 11:33:59 AM 8/15/2024 12:19:59 PM 8/15/2024 12:20:05 PM Envelope Summary Events Status Completed Security Checked Payment Events Status Electronic Record and Signature Disclosure Timestamps 8/15/2024 12:20:05 PM Timestamps Electronic Record and Signature Disclosure created on: 11/28/2023 9:34:03 AM Parties agreed to: Mark Jarrett ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Paramount Global (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Paramount Global: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: legaltechsupport@paramount.com To advise Paramount Global of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at legaltechsupport@paramount.com and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from Paramount Global To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to legaltechsupport@paramount.com and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with Paramount Global To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an email to legaltechsupport@paramount.com and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: httDs://sunnort.docusi2n.com/2uides/signer-2uide- sianina-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check -box next to `I agree to use electronic records and signatures', you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify Paramount Global as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Paramount Global during the course of your relationship with Paramount Global.