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HomeMy WebLinkAboutContract 41804 CITY SECRETARY CONTRACT NO..; FILMING AGREEMENT FOR CITY OF FORT WORTH PROPERTY THIS Filming Agreement ("Agreement") is entered into by and between the City of Fort Worth, a home rule municipality in the State of Texas ("City"), acting by and through Charles Daniels, its duly authorized Assistant City Manager, and The University of Texas Southwestern Medical Center ("Producer"). City and Producer are sometimes hereinafter referred to individually as the "Party" and collectively as the "Parties". SECTION 1. GRANT Producer, its affiliates, successors, assigns, licensees, employees, representatives, independent contractors, and suppliers (all of whom are included in the term "Producer") is granted the right to enter upon Fire Station 8, 1301 W. Rosedale, Fort Worth Texas 76104 ("Premises"), and to bring equipment thereon in order to use the Premises for the purpose of making still and motion pictures, commercials, trailers, and soundtrack recordings (individually and collectively, "Recordings") in connection with production of an educational film relating to organ donation ("Production"). SECTION 2. TERM Producer may use the Premises as reasonably necessary for the Recordings for the Production from 8:00 a.m. until 5:00 p.m. on Thursday, May 12, 2011 ("Term"). SECTION 3. CONSIDERATION City finds that the social purposes of the Production serve the public interest and further finds that these advantages constitute adequate consideration for use of the Premises. Therefore no additional monetary consideration shall be required in this instance. SECTION 4. RESTRICTIONS (a) In the conduct of said Recordings, Producer shall not impede the flow of vehicular traffic upon, nor restrict public access to or from the Premises. Vehicles used by Producer are restricted to established roadways and driveways. (b) Producer is forbidden to use any City property, including right-of-way and streets, unless expressly provided in this Agreement. (c) In no event may Producer photograph, film, video tape or otherwise record any employee of the City. (d) Producer agrees to comply with any and all public safety requirements or restrictions as may be set forth by City's Police and Fire Departments. SECTION 5. PROTECTION AND RESTORATION OF PREMISES Producer shall restore and yield said Premises, equipment, and all other properties belonging to the City back to the City at the expiration of this Agreement in the same condition as existed at the commencement of this Agreement and in which Producer found them, reasonable wear and tear excepted. Producer will pay the costs of repairing (to its condition immediately preceding the occurrence of such damage. reasonable wear and tear excepted) any damage that may be done to the Premises or he naturaY envir nt by am act of Producer or any of Producer's OFFICIAL RECORD CITY SECRETARY 1 FT. WORTH, TX employees, agents, officers, or anyone visiting the Premises upon the invitation of Producer, excluding any such damage arising out of the negligence or misconduct of the City, its employees, agents, or contractors. The City shall, in its reasonable discretion, determine whether any damage has been done, the amount of the damage, the reasonable costs of repairing the damage, and whether, under the terms of the Agreement, Producer is responsible. City shall reasonably judge the quality of the maintenance and/or damage of the Premises, fixtures, structures, or the natural environment by the Producer. Producer shall remove from the Premises all equipment and temporary sets and other materials placed thereon by Producer. If there is a dispute as to whether Producer has repaired any damages to the Premises caused by Producer, City must first deliver to Producer a reasonably detailed list of those items that have not been repaired and provide Producer with a reasonable opportunity to inspect the Premises, but in no case less than seven (7) days after delivery of the list, to determine the need for further repairs, if any. SECTION 6. RIGHTS Producer, its successors, assigns and licensees shall be and remain the sole owner of all Recordings. Producer shall own all rights of every kind in and to the Recordings and all motion pictures, videotapes, photographs, and other recordings and depictions made by Producer on or about the Premises pursuant to this Agreement, and may reproduce, exhibit, and otherwise exploit such recordings or other depictions made on or about the Premises in connection with the Production in any manner or media whatsoever (whether known or hereafter devised), in whole or in part, throughout the world in perpetuity, provided, however, that Producer represents and agrees that neither the Recordings nor the Production will in any way disparage the products of the City of Fort Worth or the Fort Worth Fire Department or depict the City of Fort Worth or the Fort Worth Fire Department in any manner or use that is, or that may claim to be, defamatory, untrue or censorable in nature, or bring harm to the heritage and history of Fort Worth or be used in any other manner deemed inappropriate as determined in the sole discretion of the Fort Worth City Manager. Neither City nor any other party now or hereafter having an interest in the Premises shall have any right of action against Producer, its parent, subsidiary, or affiliated companies, their successors, assigns, or licensees, or the officers, directors, agents, or employees of each of them, arising out of use of the Recordings or depictions in connection with the Production. SECTION 7. USAGE Production may not be used for commercial, fundraising, or for-profit purposes. Except as provided by Section 11 and Section 15 of this Agreement, City may not terminate or rescind the permission granted to Producer hereunder. Nothing contained herein shall be construed to obligate Producer to use the Recordings, including without limitation, to exhibit the Production or any other program containing the Recordings, or to use any name connected with the Premises in connection with any program. SECTION 8. THIRD-PARTY RELEASES Producer acknowledges that City lacks legal authority to grant permission for the use of the names or likenesses of individuals who might appear in the Recordings or Production. Producer 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 the Premises. To the extent authorized bN the Constitution and laws of the State of Texas. Producer agrees to release. indemnity, and hold harmless the City from and against any third-party claim 2 relating to the unauthorized use, filming, taping, recording, or photographing of any individual or third-party property. SECTION 9. INDEMNIFICATION TO THE EXTENT AUTHORIZED BY THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS, PRODUCER AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CITY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (i) PRODUCER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OF PRODUCER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), OR SUBCONTRACTORS, RELATED TO PRODUCTION OR THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS. IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH PRODUCER AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S OR PRODUCER'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS. SECTION 10. INSURANCE Because Producer is an agency of the State of Texas, liability for the tortuous conduct of the agents and employees of Producer(other than medical liability of medical staff physicians) is provided for solely by the provisions of Chapters 101 and 104 of the Texas Civil Practice and Remedies Code. SECTION 11. FORCE MAJEURE a. PRODUCER: If because of illness of actors, director, or other essential artists and crew; weather conditions; defective film or equipment; or any other occurrence beyond Producer's control, Producer is unable to start work on the date designated above and/or work-in- progress is interrupted during the use of the Premises by Producer, Producer shall have the right, at Producer's election, to (a) suspend and/or extend the Term so that Producer may use the Premises at a later date to be mutually agreed upon by the Parties, or (b) terminate the Agreement. b. CITY: If, by reason of Force Majeure as hereinafter defined, the City shall be rendered wholly or partially unable to carry out its obligations under this Agreement, then the City shall give notify of the particulars of such Force Majeure to Producer within a reasonable time after the occurrence thereof. The obligations of the City, to the extent affected by such Force Majeure, shall be suspended during the continuance of the inability claimed and for no longer period. and the City shall in good faith exercise its best efforts to remove and overcome such inability. Producer hereby waives any claim against City for damages by reason of any delay due to Force Majeure. 3 The term "Force Majeure" as utilized herein shall mean and refer to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or emergency by the federal, state, county, or City government in accordance with applicable law; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control. SECTION 12. COPYRIGHT AND IMAGE PROTECTION Producer, its designees, and assignees, may not use the designated marks or copyrights of the City of Fort Worth or the Fort Worth Fire Department or authorize such use on any internet website or on any other on-line site, except as specifically approved by the City of Fort Worth. Producer, its designees, or assignees, shall not have the right or license to manufacture or cause the production of merchandise items bearing the designated mark or copyright. SECTION 13. COMPLIANCE WITH LAWS, ORDINANCES, RULES, AND REGULATIONS Producer covenants and agrees that it shall not engage in any unlawful use of the Premises. Producer 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 Premises, and Producer immediately shall remove from the Premises any person engaging in such unlawful activities. Any continued uncured unlawful use of the Premises by Producer, following written notice thereof to Producer, shall constitute a breach of this Agreement. Producer agrees to comply with all federal, state, and local laws; all ordinances, rules, and regulations of City of Fort Worth, all rules and regulations established by the Fire Chief for the Premises, and all rules and regulations adopted by the City Council pertaining to the conduct required on the Premises, as such laws, ordinances, rules, and regulations exist or may hereafter be amended or adopted. If City notifies Producer or any of its officers, agents, employees, contractors, subcontractors, licensees, or invitees of any violation of such laws, ordinances, rules, or regulations, Producer shall use best efforts to bring an end to and correct the violation. SECTION 14. SECURITY Nothing herein shall make the City liable for, or a guarantor of, safety of persons or property on the subject Premises herein. Producer acknowledges that Producer is not relying on the City to provide security services and that the City has made no representations with respect thereto. The Producer shall be solely responsible for all costs and expenses associated with security systems and/or personnel employed by Producer to protect the Producer's property, with any such security arrangements as might affect the Premises being subject to the City's approval. SECTION 15. TERMINATION (a) If the United States Department of Homeland Security issues a Level Orange or Level Red Alert, City may, in its sole discretion, terminate the Agreement immediately. (b) If the Fire Department determines. in its sole discretion. that the Production interferes with its operations. or that the Fire Department must utilize the Premises or any firefighting 4 equipment (including fire engines) during the Term, City may terminate the Agreement immediately. SECTION 16. VENUE AND JURISDICTION If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. SECTION 17. NOTICES All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: If to City of Fort Worth If to Producer City Manager's Office UT Southwestern Medical Center Attn: Charles Daniels 5323 Harry Hines Blvd. 1000 Throckmorton Street Dallas, TX 75390-9062 Fort Worth, Texas 76102 Attn: Contracts Management With copy to: Leann D Guzman Assistant City Attorney 1000 Throckmorton Street Fort Worth, Texas 76102 SECTION 18. MISCELLANEOUS (a) COUNTERPARTS. This Agreement may be executed by the Parties in several counterparts, each of which shall be deemed to be an original copy. (b) SEVERABILITY. In the event any one or more of the provisions contained in this Agreement should for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. (c) AMENDMENT. No amendment, modification, or alteration of the terms hereof shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the Parties. (d) ENTIRE AGREEMENT. This written instrument (together with any attachments, exhibits, and appendices) constitutes the entire understanding between the parties concerning the use of the Premises hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. [SIGNATURES APPEAR ON FOLLOWING PAGE1 5 IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above. CITY OF FO T WORTH By: (-Charles Daniels OR T Assistant City Manager Q0000QO000�O�� A OPP ATTEST: pt�a �d City Secretary '000000a°0 a and__ �444��•Cs APPROVED AST FORM AND LEGALITY LeanY1 D. Guzman, Assi ant City Attorney No M&C Required UNIVERSITY OF TEXAS SOUTHWESTERN MEDICAL CENTER By: Name: Title: off 1CtA �pRY 0110 wp0 01 tX fl. 6 IN WI"INESS WHEREOF, the parties have signed this Agreement as of the date set forth above. CI'T'Y OF FORT WORTH Icy: Charles Daniels Assistant City Manager AT'T'EST: F o°Rr�*° 40, PC,\ 0 o�o o a a� ¢ City Secretary p�o a S O APPROVED AS TO FORM AND LEGALITY 0 0 00 �t d 000000000 'O' By: 4-4 hib i ' Leann D. Guzman, Assistant City Attorney No M&C Required UNIVERSITY OF TEXAS SOUTHWESTERN MEDICAL CENTER ^� /k n By: C�� Name: SHAWN COHENOUR,nIRECTOR Title: OFFICE OF CONTRACTS MANAGEMENT OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX 7