HomeMy WebLinkAboutContract 63564CSC No. 63564
G. William Jones Film and Video Collection
Hamon Arts Library
Southern Methodist University
DUPLICATION AGREEMENT
THIS DUPLICATION AGREEMENT ("Agreement") is made as of the latest date set forth
on the signature page of this Agreement ("Effective Date") by and between SOUTHERN
METHODIST UNIVERSITY, a Texas nonprofit corporation, for its G. William Jones Film and
Video Collection, Hamon Arts Library, with a mailing address of P.O. Box 750356, Dallas, Texas,
75275-0356, Attention: Jolene de Verges (hereinafter referred to as the "Archives") and City of
Fort Worth a home -rule municipal corporation of the State of Texas, with a mailing address of
100 Fort Worth Trail, Fort Worth, TX 76102 (hereinafter referred to as the "Producer") according
to the terms and conditions set forth below:
WHEREAS, the Archives possesses 16mm film elements of the following:
WFAA News Footage dated October 1975, featuring footage of Kincaid's
Grocery Market and US Post Office Substation, totaling 56 seconds.
WHEREAS, Archives and Producer wish to establish that these film elements (the
"Footage") shall be subject to this Agreement, and
WHEREAS, Producer desires Archives to make the Footage available in digital format in
order to allow Producer to include the Footage in a series to be called Fort Worth Forward (the
"Program"),
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:
1) To the extent of the Archives' interest in the Footage, the Archives hereby grants to the Producer
the non-exclusive, worldwide, perpetual right to use, edit and incorporate the Footage into the
Program. While the Footage is part of the library collection owned by the Archives, the Archives
makes no representation or warranty as to whether any person, including any performers or
composers or other persons appearing in the Footage, have any interest in the Footage or whether
other permissions must be obtained prior the Producer's use of the Footage. The Producer
assumes responsibility for obtaining all permissions from any and all person or persons.
2) Except for its use in the Program, the Producer will not sell, license or otherwise make publicly
available the Footage, or any portion thereof. The Footage will not be the subject of or be used
to make, any derogatory, defamatory or obscene statements or comments, verbally, visually or
otherwise. The Producer agrees that the Footage will not be used in political campaigns or in
commercial advertising.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
3) The Producer agrees to credit the Archives in the finished Program as "G. William Jones Film
and Video Collection, Hamon Arts Library, Southern Methodist University". The Producer will
not otherwise use the name "SMU" or "Southern Methodist University", or any of its logos or
images, except to the extent appearing in the Footage, without the written approval of SMU's
Vice President for Development and External Affairs or his designee. The Producer shall take
no action that states or implies or allows another to infer that SMU has sponsored, approved or
endorsed the Producer's products or services or is otherwise affiliated or connected with the
Producer or its distributors or licensees. The Producer agrees to provide the Archives with a
final copy of the entire Program showing how Footage was used. The Producer hereby consents
to the Archives' use of the Program, without charge, for the University's research, teaching and
service mission.
4) The Producer agrees to have and maintain (at its own expense) the policies set forth in Exhibit A
entitled "INSURANCE REQUIREMENTS," which is attached hereto and incorporated herein.
These requirements are subject to amendment or waiver only if so approved in writing by SMU. A
lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.
5) The Producer is solely responsible for the production, marketing, broadcasting and distribution
of the Program and all expenses incurred in connection with the production of copies,
warehousing, shipping, advertising, promotion, billings, and collections. The Producer shall
bear all costs incurred in order to transform Footage into any other formats. The Producer
understands and agrees that Footage is a highly valuable asset of the Archives. The Producer
hereby warrants and represents that it will employ all measures necessary to ensure that the
Archives' ownership of Footage is protected from any access and/or duplication that is not
expressly authorized in this Agreement.
6) The Archives agrees that the Producer shall be the sole and exclusive owner of the Program for
all purposes, with the right perpetually to reproduce the Program (with or without Footage
incorporated therein) for broadcast. The Producer also has the universal rights to distribute
copies of the Program, and the Producer further has the right to home video distribution. The
Producer shall have the right to use Footage in the Program and for advertising and promotional
purposes in connection with the Program; however, it is expressly agreed that the Producer shall
have no other rights of advertising, promotion or distribution beyond those specifically granted
herein.
7) Each party represents and warrants that such party has the right and authority to enter into this
Agreement and to grant the rights granted herein. The Archives makes no representations as to
other permissions that the Producer must obtain. The Producer represents and warrants that (i)
it has provided the Archives with full, complete, and accurate information about the Program
that describes with particularity the expected content of the work that will incorporate the
Footage; and (ii) it has truthfully and completely described the role and nature of the Program.
8) This Agreement and/or any or all of the rights granted to the Producer hereunder may be assigned
by the Producer, in whole or in part, but only in connection with the Program; provided that the
successor or assignee agrees to unconditionally abide by the terms of this Agreement in writing.
The Producer shall provide Archives with written notice of any assignment of rights hereunder
within ten (10) days of the effective date of such assignment. Under no circumstances will the
Producer be released from any obligation hereunder in the event of assignment of any rights
2
hereunder. The Producer shall copyright the Program, in its name or that of its designee,
containing any portion of any Footage and shall protect and defend its rights and the rights of
the Archives under copyright laws.
9) All notices required to be given hereunder shall be given in writing at the respective addresses
of the parties hereto, set forth above, or at such other addresses as may be designated in writing
by notice of either party. All notices under this Agreement must be sent by registered or certified
U.S. mail or overnight courier and, if to the Archives, a copy must be sent to PO Box 750132,
Dallas, TX 75275-0132, Attention General Counsel. A copy of all notices to Producer shall
simultaneously be sent to 100 Fort Worth Trail, Fort Worth, TX 76102, Attention
Communications & Public Engagement. All notices will be deemed given upon receipt.
10) In the event any provision of this Agreement shall be determined to be invalid, prohibited or
ineffective, the same shall be severed and shall not affect the enforcement or validity of the
remainder of this Agreement.
11) This Agreement expresses the entire understanding between the parties undersigned with respect
to the matters contained herein and may be changed or modified only by an agreement in writing
executed by each of the parties hereto undersigned.
12) This Agreement shall be binding upon and all rights conferred hereunder shall inure to the benefit
of the successors and assigns of either party.
13) This Agreement shall be construed pursuant to the laws of the State of Texas, and its validity,
construction, performance, and breach shall be governed by the laws of the State of Texas
applicable to agreements made and to be wholly performed therein without regard to conflict of
laws principles. The parties hereto agree to submit to the jurisdiction of the federal and state
courts located in Dallas County, TX, in any action that may arise out of this Agreement and said
courts shall have exclusive jurisdiction over all disputes arising from or related to this
Agreement.
IN WITNESS WHEREOF, this Agreement has been executed in consideration of the mutual
covenants contained herein. This Agreement shall be effective on the last date shown below.
SOUTHERN METHODIST UNIVERSITY " chives")
BY: J 6?
Brad heves
Senior Vice President Development and External Affairs
An Authorized Signatory for Southern Methodist University
Date [ b LJ / '<�-
3
NAME City of Fort Worth ("Producer")
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Name: Dianna Giordana
Title: Assistant City Manager
An Authorized Signatory for City of Fort Worth.
Date
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approved as to Form and Legality:
By �7 q
Name: Trey Qualls
Title: Assistant City Attorney
Contract Compliance Manager:
By signing, I acknowledge that I an the person responsible
for the monitoring and administration of this contract,
including ensuring all performance and reporting requirements.
C.--L—
By: Cameron Gorman (Jun 26, 202514:12 CDT)
Name: Cameron Gorman
Title: Communication Coordinator
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City Secretary:
By:
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Name: Jannette S. Goodall
Title: City Secretary
.19
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
Southern Methodist University
Office of Risk Management
Insurance Requirements of the Agreement
(Third Party Doing Business with SMU) as of 2/15/22
A valid Certificate of Insurance, along with copies of policy provisions and the required endorsements, must be provided
to SMU's Office of Risk Management by any person or entity who is (i) providing goods or services to or for SMU, (ii)
using SMU property for events, programs or other purposes or (iii) otherwise doing business with SMU (each a
"Contractor"). Insurance must be in place prior to commencement or provision of goods or services or the use of property
or other business engagement and must be maintained throughout the term of the contract or other agreement or
engagement between SMU and the Contractor (the "Contract"), and thereafter. Contractor, at its sole cost and expense
including payment of any premiums, deductibles, and/or self -insured retentions, will provide the insurance required
pursuant to this Exhibit A sufficient to insure all of the Contractor's duties and responsibilities under the Contract, as
required below:
1. These requirements apply to Contractor, and to Contractor's sub -subcontractors, consultants, suppliers and
others fulfilling Contractor's obligations under the Contract, whether individuals or entities and including
international providers (collectively, "Subcontractors"). Contractor must require all Subcontractors to comply
with the insurance requirements applicable to Contractor.
2. The Contractor must be licensed or otherwise authorized to do business in the State of Texas.
3. Insurance must be issued by insurance companies with not less than an AM Best A -III rating.
4. Contractor and its insurers must waive subrogation against SMU, its trustees, officers, employees, students,
volunteers and agents for claims or any other loss arising out of Contractor's negligence, willful misconduct,
or omission.
5. Contractor will provide coverage for broad -form indemnification if such indemnification is required by the
Contract.
6. Contractor will maintain all insurance required by this Exhibit A throughout the term of the Contract. For any
"claims -made" coverage, such as insurance for any professional liability or directors and officers coverage,
each policy must have a retroactive date prior to the date of project or Contract commencement which must be
stated on the certificate of insurance and must be maintained by the Contractor until completion of the project
and for at least three years thereafter either through policies in force or through "tail coverage."
7. Additional insured status will be written as noted for commercial general liability, automobile liability and
excess liability or as noted on the P.2 of this form using ISO additional insured endorsements for ongoing and
completed operations. For purposes of this additional insured requirement, "equivalent coverage" means
coverage for liability caused by Contractor's actions and omissions in connection with the Contract, including
coverage for the negligence or fault of Contractor and/or SMU or other parties indemnified under the Contract
as to third -party bodily injury or death, of an employee or agent of the Contractor or of Subcontractors,
including products -completed operations.
8. If any of Contractor's employees will at any time be working under the direction or control of SMU, then SMU
must be named as alternate employer on the Workers' Compensation/Employer's Liability insurance and a
copy of such endorsement will be attached to Contractor's certificate of insurance.
9. Contractor agrees to allow SMU to review all applicable insurance policies upon request.
10. Contractor is responsible for maintaining its own insurance coverage on its personal property.
Contractor and its insurer will provide at least 30 days' prior written notice to SMU of cancellation, changes in
coverage which no longer satisfy these requirements, or nonrenewal of any policy.
The Certificate of Insurance must be completed using the following Description and Certificate Holder language, and will
be acceptable to SMU:
1. DESCRIPTION: SMU must be included as additional insured unless noted otherwise on the attached form
and must include the following language:
Southern Methodist University, its trustees, officers, employees, students, volunteers and
agents are included as additional insureds (as the interest of each insured may appear) as to
all insurance coverage required.
2. CERTIFICATE HOLDER: listed as follows and address to send Certificate of Insurance
to:
Southern Methodist University
Office of Risk Management
P.O. Box 750231
Dallas, Texas 75275-0231 [by courier; 3050 Dyer Ct., Dallas, TX 75205]
riskmanagement@smu. edu
3. CONTACT FOR QUESTIONS: Associate Director, Risk Operations
Your prompt attention in this matter is greatly appreciated. If you have any questions, please contact
(214) 768-2486 or riskmanagement@smu.edu; Fax: (214) 768-4138
SOUTHERN METHODIST UNIVERSITY
Standard Minimum Limits of Liability and Certificate of Insurance Requirements
The following Standard Limits are the minimum requirements for all Contractors. There are specific requirements that
supersede the Standard Minimum Limits for Contractors providing high -risk services or for other high -risk projects and
events. Please consult with the Office of Risk Management.
All Coverages and Minimum Limits of Liability listed below are required.
Line of Coverage
General Liability
CG 00 01
Automobile Liability
CG 00 01
CA 00 05, ..12, ..20
Professional Liability
Description of Coverage and minimum Limits of Liability
Premises Liability
Personal Injury
Products Liability
Medical Payments
Sexual Molestation/Assault
General Aggregate
Combined Single Limit
Media Errors & Omissions
Signature: D40--(Jun 27 202519:37 CDT)
Email: dianna.giordano@fortworthtexas.gov
C
$1,000,000 per occurrence
$1,000,000
$1,000,000
$10,000
$50,000
$2,000,000
$1,000,000 (any auto)
$1,000,000 per claim/occurrence
SMU Included as Additional
Insured Required
Yes
N/A
Yes
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX