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HomeMy WebLinkAboutSwank Motion Pictures Inc; 2025-06-03; PSALCA-25035CA PSALCA-25035CA SWANK ANNUAL PUBLIC PERFORMANCE SITE LICENSE + STREAMING LIBRARY ORDER FORM CARLSBAD CITY LIBRARY 1775 DOVE LN CARLSBAD, CA 92011-4048 US Cost SWANK STREAMING 1 YEAR COST $1,200 ANNUAL LICENSE RENEWAL COST $5,268 SWANK LICENSING & STREAMING TOTAL: $6,468 By signing below, the parties agree to be bound by all Terms and Conditions included herein. Swank Motion Pictures, Inc. CITY OF CARLSBAD, a municipal corporation the State of California Signature Signature Print Name PETER SWANK Print Name SUZANNE SMITHSON Title President Title Library & Cultural Arts Director Date As authorized by the City Manager Date Signature Print Name CARRIE SCHAFER Attest: Title CFO For SHERRY FREISINGER, City Clerk By: Morgen Fry, Assistant City Clerk APPROVED AS TO FORM: For CINDIE K. McMAHON, City Attorney By Deputy City Attorney PSALCA-25035CA Docusign Envelope ID: 8A7202FE-0328-4490-873A-DC453D49E556 6/3/2025 STREAMING TERMS AND CONDITIONS OF USE SUBJECT MATTER AND TERM OF AGREEMENT Swank hereby grants Licensee non-transferrable right to exhibit movies via the Swank Streaming Library for the purposes of public performance in accordance to the terms defined within the Swank Annual Public Performance License (“Annual License”) agreement and based on the terms and conditions set forth herein. The term of this Agreement shall commence upon execution and continue for 12 months (the “License Period”) unless otherwise indicated in writing. No titles may be shown outside of their License Period. Payment of all applicable sales, use or similar taxes is the responsibility of the licensee if it is determined that the licensee is not tax exempt eligible. GRANT OF LICENSE, DELIVERY AND USE RESTRICTIONS During the License Period and any subsequent renewal terms, Licensee shall have access to the Swank Public Library Streaming Platform including the Swank curated collection of movies (“Titles”) to be made available for exhibition at the designated library via IP Authenticated access for the sole purpose of public performance in accordance with the terms of the Annual License. At no time may Licensee facilitate Titles to patrons for use on their own devices within the library and in no circumstances may Titles be distributed or viewed for reasons other than exhibition at the library. From time to time Producers may withdraw or suspend the licensing rights for one or more of their Titles. The withdrawal or suspension of Titles as described in this paragraph shall not affect the validity or enforceability of this Agreement. In the event that licensing rights are suspended or withdrawn, Swank shall provide alternative content at its sole discretion as a replacement. Swank shall have the sole discretion in determining the list of Titles available at any given time during the License Period and does ensure that all movies covered by the Annual License will be made available via the streaming library. This does not limit or prevent Licensee’s ability to show movies outside of the Swank Streaming Library so long as they are sourced from a legal copy and covered by the Annual License. Licensee is required to maintain an active Annual License in order to maintain access to Titles. If at any point Licensee terminates or opts out of the Annual License or Swank Streaming or both, access to Titles will be immediately terminated. BREACH OF AGREEMENT Because of the specific nature of this Agreement, in addition to all other remedies available to Swank, in the event Licensee breaches any term or condition hereof, Swank may, at its option and in its sole discretion, immediately terminate this Agreement, in which case Licensee will immediately and fully (i) have access to Titles from its library immediately withdrawn. In the event Swank breaches any term or condition of this Agreement, Licensee may terminate the Agreement after giving Swank written notice of the breach and passage of a 30-day cure period. Docusign Envelope ID: 8A7202FE-0328-4490-873A-DC453D49E556 PSALCA-25035CA WARRANTIES Swank represents and warrants it has the streaming rights for all Titles made available to Licensee. INDEMNIFICATION Swank will indemnify, defend, and hold harmless Licensee from and against any and all third party claims and causes of action, as well as related losses, liabilities, judgments, awards, settlements, damages, expenses and costs (including reasonable attorney’s fees and related court costs and expenses) (collectively, “Damages”) incurred or suffered by Licensee which directly relate to or arise out of the violation or infringement of any third- party intellectual property rights by Licensee’s authorized use of the streaming service. Swank will not indemnify Licensee to the extent the Damages relate to or arise out of Licensee’s unauthorized use. NOTICES All changes or notices with regard to this Agreement shall be in writing and delivered personally or mailed by pre- paid certified or registered mail (return receipt requested) as follows: APPLICABLE LAW This agreement shall be governed by and constructed in accordance with the laws of the State in which Licensee is located. ENTIRE AGREEMENT, MODIFICATIONS This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and supersedes any other understandings, arrangements or agreements between the parties hereto with respect thereto. This Agreement may not be modified or amended, except by a written instrument signed by the parties, and this provision may not be waived except by written instrument signed by the parties. ANNUAL MOVIE LICENSE TERMS AND CONDITIONS OF USE INSTRUCTIONS AND GUIDELINES Form must be completed before license can be processed. The start date for the license is yours to select. The agreement will run consecutively from the chosen date for the time period selected. Aside from Titles provided within the Swank Streaming Library, Swank Movie Licensing USA does not provide a copy of the physical movie content; however, you may buy, borrow or rent movies from any legal source. This license authorizes unlimited movie showings by anyone in the library building, regardless of whether or not they are affiliated with the library. LICENSE AND COPYRIGHT RESTRICTIONS This license is for public libraries only. Refunds are not granted after the license has been processed; however, you may request cancellation any time after the initial term of agreement. Movie showings must take place at the physical address of the library building. In addition, the movies may not be altered, duplicated, digitized or transmitted electronically in any form without specific permission from the copyright owner. Swank Movie Licensing USA has the right to add or delete any studio throughout the course of the license period. A current list of available studios can be found on our website. Violation of this agreement is subject to the penalties set forth in the Federal Copyright Act. Docusign Envelope ID: 8A7202FE-0328-4490-873A-DC453D49E556 PSALCA-25035CA ADVERTISING GUIDELINES The license includes access to free promotional materials found on our website, including customizable posters, bookmarks and movie tickets. You may use these materials to advertise in your library, on your library’s website and to pass out directly to staff and patrons. If you choose to advertise through public media (such as public radio, television or a website), you may do so as long as the movie title and studio name are not used. For example, “Join us at ABC Library for a Movie Night at 7:00 pm” is permitted. ADMISSION FEES, CONCESSIONS AND DONATIONS Admission may be charged to cover the cost of this license. However, the amount collected may not exceed the cost of the license. In lieu of, or in addition to charging an admission, you may suggest donations and/or provide concessions. RENEWAL OF YOUR LICENSE The Annual License and Streaming Library are scheduled to renew at the end of your selected initial agreement. Approximately one month prior to expiration, the renewal packet will be mailed. Any changes to the list of licensed libraries need to be submitted prior to the current license expiration. As long as payment is made promptly, your library will remain in compliance without interruption. Requests for cancellation may be made by calling toll-free 1.888.267.2658 or emailing: libraries@swankmp.com. /// /// /// /// Docusign Envelope ID: 8A7202FE-0328-4490-873A-DC453D49E556 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: (Name and Department) (Date) Proposed modification(s) to the __________________ requirement(s) for (Type of insurance) (Name of contract) Reduce coverage to the amount of: $ . Waive coverage Other: FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explain] Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number responded if applicable] Contract Amount/Term of Contract: $ . Work will be completed over a period of . Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain]. Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): Approved by Risk Manager for this contract only: (Signature) (Date) Thomas Johnston, Library & Cultural Arts 5/13/2025 insurance Swank Motion Pictures n n NTE $6,468 one year n PSALCA-25035CA New agreement for licensing and streaming services only. The access point is one-way. We stream from their portal. All transactions will be done electronically and there will be no on-site activity, which will pose minimal risk. Docusign Envelope ID: 8A7202FE-0328-4490-873A-DC453D49E556 6/11/2025