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HomeMy WebLinkAboutC2011-450 - 11/17/2011 - NALOCATION AGREEMENT Program: the Selena - related episode of the audiovisual project tentatively entitled "Real Crime/ Reel Story" Property: the premises located at 321 John Sartain, Corpus Christi, Texas 78401 Owner: the owner of the above - described premises is the City of Corpus Christi �k Gi -±N This agreement ( "Agreement ") is made this _1 day of W OV 2011 by and between the above -named owner ( "Owner ") with respect to the aforementioned property ( "Property ") and Quay Street Enterprises, Inc. ("Producer") in connection with the above - named project ( "Program "). In consideration of the promises and covenants set forth in this Agreement, the parties agree as follows: Owner hereby grants to Producer the right to use the Property as a filming location in connection with the production of the Program. Producer shall have the right to bring all necessary personnel and equipment on to the Property and to make still and motion pictures and sound recordings ( "Photography ") of, on, in and about the Property, including any signs, displays, logos and the like. Producer shall use reasonable care to prevent damage to the Property and will leave the Property in the same condition as when entered by Producer. The parties acknowledge that the Photography occurred on August 17' and 18` 2011. If Owner alleges that any physical damage to the Property occurred directly as a result of Producer's use of the Property hereunder, then following Producer's use of the Property hereunder, Owner shall notify Producer of any such alleged damage in writing (the receipt of which is hereby acknowledged with respect to carpet damage). Each party hereto shall have the right to have various contractors inspect the damage and provide estimates with respect to the cost of necessary repairs, if any. It is hereby acknowledged and agreed that Owner has received an estimate from its contractor Guarantee Carpet Inc. in the amount of Two Thousand Four Hundred Seventy Two Dollars and Twenty Seven Cents ($2,472.27), which estimate and amount Producer hereby acknowledges it has approved, and any additional work and costs shall be subject to Producer's prior written approval (such approval not to be unreasonably withheld). Payment to the applicable contractor shall be made as Owner and Producer may hereafter mutually agree in good faith. In the event that Owner and Producer hereafter mutually agree that Producer shall pay the contractor directly, then Producer shall be responsible for paying all approved repair costs. Alternatively, in the event that Owner and Producer hereafter mutually agree that Owner shall pay the contractor directly, then Producer shall reimburse Owner for any and all approved costs paid by Owner in repairing the Property to the same condition as when entered by Producer in the event that Producer's use of the Property hereunder resulted in physical damage to the Property. All payments for reimbursement under this Agreement, if any, shall be made upon Owner's written request and Producer's receipt of an invoice, written proof of the actual costs of repairs, and written proof of payment of such costs by Owner, and W -9 tax form, but no later than thirty (30) days from Producer's receipt thereof. In the event any additional paperwork that is reasonably requested by Producer for its legitimate business purposes (e.g., insurance claims), Owner agrees to provide such paperwork to Producer within thirty (30) days from date of receiving Producer's request. Producer shall be the sole and exclusive owner of all rights of every kind in and to the Photography, including (without limitation) the right to exhibit, distribute, and exploit the Photography by any and all means and media, now known or hereafter devised, and in any publicity, promotion, and /or advertising of same, throughout the universe, irrevocably and in perpetuity. Producer shall not be obligated to produce the Program, to make any actual use of the Photography made on or of the Property or to use any name connected with the Property in connection with the Program or any other program. Producer agrees that no Photography featured in the Program will defame and /or disparage Owner and /or the Property. Producer agrees to use Owner's logos, signs, displays and badges for the sole purpose of this agreement and may not allow any person to use Owner's logos, signs, displays and badges for any other purposes without Owner's written consent. Producer shall use reasonable care to prevent damage to the Property and Producer shall fully indemnify, defend and hold harmless Owner from any and all claims, loss, damage, penalties, judgments and all liability whatsoever, arising from injury to person or damage to property arising from, or alleged to have arisen from the actions or negligence of Producer, its officers, agents, personnel, representatives, employees, invitees, crew members, contractors, subcontractors, parents, affiliates, subsidiaries, licensees, successors, and assigns. This indemnity specifically includes claims brought by Producer's personnel, its officers, agents, representatives, employees, invitees, crew members, contractors, subcontractors, parents, affiliates, subsidiaries, licensees, successors, and assigns ( "Indemnitors "). Indemnitors shall, at its own cost and expense, investigate and defend any and all claims, suits or actions oust or unjust) which may be brought against Indemnitees, each and all of them, or may be impleaded with others upon any such above- mentioned matter, claim or claims. Indemnitees shall not be responsible or liable for any loss, damage or injury to any person or property, including any loss, damage, or injury to Indemnitors or to the property owned by Indemnitors, resulting from use of the Property hereunder. PRODUCER IS RESPONSIBLE FOR PAYMENT OF ANY LOSS, DAMAGE, CLAIM, SUIT, LIABILITY, JUDGMENT, AND EXPENSE, INCLUDING REASONABLE OUTSIDE ATTORNEY'S FEES AND THE COSTS OF LITIGATION, FINES, PENALTIES AND ASSESSMENTS (INCLUDING, WITHOUT LIMITING THE FOREGOING, WORKER'S COMPENSATION AND DEATH CLAIMS) ARISING OUT OF INJURY OR DEATH OF PERSONS IN CONNECTION WITH PRODUCER'S USE OF THE PROPERTY HEREUNDER. In the event Owner alleges that Producer is in breach of any terms hereunder, then, prior to bringing or making any claim, Owner shall first notify Producer in writing and Producer shall have the right to cure such a breach, if any, as soon as commercially practicable following receipt of said notice. Nothing shall obligate Producer to produce the Program or to make any actual use of any Photography, or to otherwise use the Property. This Agreement, and any disputes relating to this Agreement or the Program shall be governed by, construed and performed in all respects in accordance with the laws of the State of Texas without regard to coriflicts of law rules. The parties hereto agree to submit to the jurisdiction in the State of Texas and venue lies exclusively in Nueces County, Texas. If any provision of this Agreement is adjudged to be void or unenforceable, same shall not affect the validity of this Agreement or any other provision hereof, Producer shall be solely responsible for obtaining all necessary releases from any individuals on the Property who are featured in the Program and Producer aarenr to inrlprnnify and hold Owner harmless with respect to any claims arising in connection therewith. If a 2011 -450 r, Producer shall obtain consent from the minor's parents or guardians. 11/17/11 Quay Street Enterprises, Inc. Agrmtv5 1 WDEXED After the broadcast of any Program episode in which the Photography is used, Producer shall provide Owner with a DVD copy of that Program episode and as soon as such DVDs are commercially available. Excluding the right to enter upon and physically use the Property granted hereunder, Owner acknowledges and agrees that Producer may transfer and assign this agreement or all or any of its rights or privileges hereunder to any entity or individual without restriction in and in connection with the Program only. The use of the Photography in any other program is hereby strictly prohibited. This agreement shall be binding upon Owner and Producer and their respective assignees, licensees, representatives, employees, agents, heirs, parents, affiliates, subsidiaries, executors and successors. This document sets forth the entire understanding between Producer and Owner and supersedes all prior understandings and agreements (whether written or oral) and may not be altered except by another written agreement signed by both parties. All Notices required under this Agreement must be sent to the attention of the Contact Person addressed as follows: Owner: Producer: City of Corpus Christi Police Department Quay Street Enterprises, Inc. Attn: Commander Todd Green Attn: Jamie Brilliant, Attorney 321 John Sartain 609 Greenwich Street, 91n Floor Carpus Christi, Texas 78401 _ _ New York, NY 10014 E -mail: Todd GRcctexas.corn E -mail: Ibrilliant(a itvprod.com Telephone: 361 - 886 -2600 Telephone: 212- 905 -1711 Owner and Producer each represent and warrant that it has the full right and authority to enter into this Agreement. AGREED AND ACCEPTED: OWNER (CITY OF CORPUS CHRISTI) Oscar Martinez Date Assistant City Manager For City Manager QUAY SIRE ENT RPRISES, INC. 5i natur IA thoriz d Signatory By : -� OL sue. CZ:.v, 6e V rvID-All Title: 6C Date: t APPROVED AS TO FORM: � tti�lla �1! : P — T risi , 615ang Date Assistant City Attorney For City Attorney Real Crime /Reel Story j Corpus Christi Location Agrmt v5 2