HomeMy WebLinkAboutContract 62100CSC No. 62100
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 RED Productions L.L.C., a Texas limited liability company
("Licensee").
RECITALS
WHEREAS, Licensee has requested access to property owned by the Licensor as the Fort
Worth Meacham International Airport located at 201 American Concourse, Fort Worth, Texas
76106 (the "Property"); and
WHEREAS, Licensor desires to license to Licensee the Property for the purpose of filming
and video production; 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, if necessary, Licensee has agreed to obtaining all necessary approvals to access leased
property under this Agreement.
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. Licensor will provide Licensee access
to the Property with at least two weeks prior notice, at operational hours 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 30tn, 2025 (the
"Term"
3. FEE. The Licensor has hired the Licensee to film and produce a video for an
upcoming 100-year anniversary celebration; therefore, Licensee shall have all fees
waived by the Licensor for access to the Property.
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
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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 allowed by airport management team.
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.
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 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. MAINTENANCE, CLEANING, AND SAFETY OF PROPERTY.
6.1. 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 or restore Property to the sole satisfaction of the
Licensor, Licensor may bill Licensee for any expenses incurred by Licensor
to repair any such damage, including removal of any remaining debris.
6.2. 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).
6.3. 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.
6.4. 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.
6.5. 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.
6.6. 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.
6.7. 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.
7. 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, AT ITS SOLE COST AND EXPENSE, AGREES THAT IT SHALL
BE FULLY RESPONSIBLE FOR THE REMEDIATION OF OR ANY
VIOLATION OF ANY APPLICABLE FEDERAL, STATE, OR LOCAL
ENVIRONMENTAL REGULATIONS OR STANDARDS CAUSED BY
LICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS OR INVITEES.
8. INSURANCE.
8.1. Licensee shall carry the following insurance coverage with a company that
is licensed to do business in Texas or otherwise approved by the Licensor:
1. Commercial General Liability
i Combined limit of not less than $10,000,000 per occurrence;
$30,000,000 aggregate
ii Defense costs shall be outside the limits of liability.
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.
3. Statutory Workers' Compensation and Employers' Liability
Insurance requirements per the amount required by statute.
4. Any other insurance as reasonably requested by City.
2. General Insurance Requirements:
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.
2.2. The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of the City of Fort Worth.
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.
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.
2.5. Any failure on the part of Licensor to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
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.
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.
3. Licensor may terminate this License immediately upon the failure of the
Licensee to provide acceptable documentation of insurance as required by
this License.
40. RIGHTS OF LICENSOR.
40.1. 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-
party's use of the Property.
10.2. Licensor retains the right to interrupt any use of the Property in the interest
of public safety and to immediately terminate this License if the Licensor,
in their sole judgment, deems it necessary for 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.
EXCEPT TO THE EXTENT CAUSED BY LICENSOR'S FRAUD,
GROSSNEGLIGENCE, 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.
42.2. 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.
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 party 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 party, 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
100 Fort Worth Trail
Fort Worth, Texas 76102
To LICENSEE:
Red Productions L.L.C.
329 S. Main St. #101
Fort Worth, TX 76104
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.
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 laws, 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.
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 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.
[Signature Page to Follow]
LICENSOR:
CITY OF FORT WORTH
By: nerve' o"9�ozaus3con
Name: Valerie Washington
Title: Assistant City Manager
Date: Oct 9, 2024 , 2024
APPROVAL RECOMMENDED:
By: Aaron Bach (Oct 4, 2024 08:55 CDT)
Name: Aaron Barth
Title: Aviation Assistant Director
For:
Name: Rorer Venables
Title: Aviation Systems Director
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ATTEST:
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By:
Name: Jannette Goodall
Title: City Secretary K
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.
By: ErbrL, L. 2o-de w
Name: Erin L. Roden
Title: Sr. Contract Compliance Specialist
APPROVED AS TO FORM AND LEGALITY:
cmo(ace 2aAl�
By: Candace Pagliara (Oct 4,2007:47Z4 CDT)
Name: Candace Pa2liara
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: _N/A
Form 1295•_N/A
[Signature Page to Follow]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
LICENSEE:
RED PRODUCTIONS, L.L.C.
xZ911111 a�u_
By: Allison Willouehbv(Oct 3.202 11:2RtDT)
Name: Allison Willoughby
Title: Senior Producer
Date: OU 3, 2024 2024