Loading...
HomeMy WebLinkAbout064354 - General - Contract - King Street Productions Inc.CSC No. 64354 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") in connection with Licensee's audiovisual production currently entitled "The Madison" (the "Project"). RECITALS WHEREAS Licensee has requested the use of the property described in the attached Exhibit "A," owned by the Licensor as the Perot Field Fort Worth Alliance Airport located at 13901 Aviator Way, Fort Worth, Texas 76177 ("Airport A"); WHEREAS Licensee has requested the use of the property described in the attached Exhibit "B," owned by the Licensor as the Fort Worth Meacham International Airport located at 201 American Concourse, Fort Worth, Texas 76106 ("Airport B"); WHEREAS Licensee has requested the use of the property described in the attached Exhibit "C," owned by the Licensor as the Fort Worth Spinks Airport located at 450 Alsbury Court, Fort Worth, Texas 76028 ("Airport C") (Airport A, Airport B, and Airport C; each an "Airport"; collectively, the "Property"); WHEREAS Licensor desires to license to Licensee and Licensee desires to license from Licensor the Property for the purpose of filming and video production; WHEREAS Licensor and Licensee acknowledge that the Airport A is owned by Licensor, but a portion of Airport A is leased to and managed by Hillwood Alliance Air Services (the "Lessee A"), and that Licensee has obtained all necessary approvals from Lessee A for the use of Airport A under this License; and WHEREAS Licensor and Licensee acknowledge that Airport B and Airport C are owned by Licensor, but a portion of Airport B and Airport C are leased to and managed by a third -parry ("Lessee B"), and that Licensee has obtained all necessary approvals from Lessee B for the use of the Airport B and Airport C under this License. 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 depicted and as described the attached exhibits. Licensor will provide Licensee full access to the Property at all times during the Term. 2. TERM OF LICENSE. The Term of this License shall operate on a month -to -month basis, commencing on the date of its execution. This License will automatically renew on the first (I st) day of each month unless terminated by either party. In order to terminate this License, a party must OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX provide the other parry with written notice of its intent to terminate not less than thirty (30) days prior to the effective date of such termination. 3. FEE. Licensee shall pay to Licensor a fee according to the following daily rates solely for Licensee's actual use of the Property, and only for those days on which Licensee is physically present at, occupying, or actively making use of any portion of the Property in connection with the Project. For the avoidance of doubt, no fees shall be due for days on which Licensee does not access or utilize the Property. Licensee shall remit payment within fourteen (14) days after receipt of an accurate invoice from Licensor. 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 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 at the sole cost of the Licensee. 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. If for any reason the Licensee is requested to vacate any area they must comply immediately or be ejected from the Property; provided, however, that nothing herein shall limit or impair Licensee's right to use and occupy the Property as expressly permitted under this License, and Licensor shall not unreasonably interfere with or restrict such use during the Term, except as may be required for safety or legal reasons. 5.2. Licensee agrees to submit a map of desired filming locations to the Airport manager for approval not less than forty-eight (48) hours prior to the date of filming. 5.3. 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 and obtain access in advance of any activities. 5.4. All vehicles and all equipment parked in, on, or around the Property shall be parked in accordance with Licensor's requirements, rules, and ordinances. 5.5. Licensor's employees and agents may enter and have access to any Airport at any reasonable time, provided access does not interfere with the operations of such Airport. The Airport LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 2 of 15 staff reserve the right to remove any person from Airport property, for cause or for safety, legal, or security reasons; provided, however, that Licensor nor the Airport staff shall not unreasonably interfere with or restrict Licensee's right to use and occupy the Property as expressly permitted under this License. 5.6. 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. 5.7. 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. 5.8. Licensee shall not permit, nor admit a larger number of persons than can safely or freely move about the Property, as determined in the reasonable discretion of Airport staff. 5.9. 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. 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, licensee 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). LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 3 of 15 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. 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 is responsible for securing the property and contents at their expenses and Licensor is not responsible for any damage or theft to Licensee's property, except to the gross negligence or willful misconduct of Licensor. 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 waste, medical waste, 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 LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 4 of 15 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; or 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 $1,000,000 per occurrence. 9.1.3. Statutory Workers' Compensation and Employers' Liability Insurance 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, 1000 Throckmorton, 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 LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 5 of 15 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. 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-party'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. LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 6 of 15 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, 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 LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 7 of 15 and photography releases required with respect to persons and third -parry 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 in accordance with the terms herein or if Licensee breaches any portion of this License and fails to cure such breach within a reasonable period of receiving notice from Licensor. 13.2. Convenience. Either Licensor or Licensee may terminate this License at any time and for any 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 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 With a copy to: City of Fort Worth LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 8 of 15 Attn: Roger Venables, Aviation Department Director City Attorney's Office 201 American Concourse, Suite 330 100 Fort Worth Trail Fort Worth, Texas 76102 Fort Worth, Texas 76102 To LICENSEE: King Street Productions Inc. Barbara Pereda 1515 Broadway, 20 Floor New York, NY 10036 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 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. LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 9 of 15 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 parry 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 parry 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 workspace 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 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 LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 10 of 15 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. WAIVER OF INJUNCTIVE RELIEF. Licensor hereby acknowledges and agrees that, 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, advertising, marketing and/or exhibition) 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. [Signatures on the Following Page] LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 11 of 15 IN WITNESS WHEREOF, the parties hereto have executed this License in multiples, this day of , 2025. LICENSOR: CITY OFaL""IWF'�{_O1"-.�R•/,TL WORTH Bv: Valerie Washington (Nov 20,202517:19:42 CST) Valerie Washington Assistant City Manager By: Roger M. Venables Aviation Systems Director APPROVED AS TO FORM AND LEGALITY: l /J19/y/Il����lll�/�A �. ce Pagli— (Nov 20, 202510:46:26 CSrPagli— (Nov 20, 202510:46:26 CSr By: Candace Pagliara Assistant City Attorney ATTEST: Jannette S. Goodall CC City Secretary cc LICENSEE: KING STREET PRODUCTIONS INC. Signed by: By: j; FooMC4 Name: 111�Voot ic'W"'... Title: Co -Executive Producer OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 12 of 15 EXHIBIT "A" PROPERTY LOCATED AT PEROT FIELD FORT WORTH ALLIANCE AIRPORT LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 13 of 15 EXHIBIT "B" PROPERTY LOCATED AT FORT WORTH MEACHAM INTERNATIONAL AIRPORT w o u LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 14 of 15 EXHIBIT "C" PROPERTY LOCATED AT FORT WORTH SPINKS AIRPORT 1111111111111 4 � I R; LICENSE AGREEMENT FOR USE OF CITY PROPERTY FOR PRODUCTION OF PHOTOGRAPHS AND RECORDINGS PAGE 15 of 15 EXHIBIT A "Property Description" FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: King Street Productions Inc Subject of the Agreement and recordings. License Agreement for use of City property for production of photographs M&C Approved by the Council? * Yes ❑ No 8 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes 8 No ❑ If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Date of Execution If different from the approval date. Expiration Date: M-T-M; no expiration date If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processing in the following _ order: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.