HomeMy WebLinkAboutFred Frith; 2009-11-30;Performer Agreement Granting Limited
License to City of Carlsbad to Record and
Cablecast on City of Carlsbad Cable Channel,
Internet and for Internal Use by City of Carlsbad
THIS CONTRACT is made on/7/> ///>. LL^^O, 20C^_, but retroactive to and effective as
of the date of the first performapfce identified in Section 1 below, by and between the City
of Carlsbad (hereafter referred to as City) and Fred Frith (hereafter referred to as
Performer) in connection with an engagement sponsored by the Carlsbad Cultural Arts
Office, upon the following terms and conditions:
1. This live performance will be performed at the City of Carlsbad's Schulman
Auditorium by Fred Frith on Sunday, September 27, 2009. The title of the performance is
Carlsbad Music Festival concert (hereinafter, referred to as "Performance").
2. Performer represents and warrants that Performer has the right to license the
Performance for the limited purposes of reproducing the Performance on videotape and
thereafter (1) cablecasting the recorded Performance on the City's government access
channel for distribution throughout the geographical boundaries as determined by the
video service provider (currently AT&T and Time Warner Cable, and any successors in
interest) carrying and distributing the signal of the City's government access channel; (2)
webcasting the Performance on both the City's Internet web site and internal intranet
site; and publicly displaying the Performance at a City facility.
3. Performer represents and warrants that the Performance and any part thereof
does not infringe upon or otherwise violate any copyright, trade secret, trademark,
service mark, patent, invention, proprietary information, or other rights of any third party,
or that the City's publishing or "rebroadcasting" of said Performance, pursuant to Section
2 above, violates this Section.
4. City represents and warrants that City is a governmental entity and that it has a
government access "cable" network which is capable of cablecasting on cable and
cable-like (e.g. AT&T) television systems (collectively hereinafter referred to as
"Cablecasting") wholly within and outside the City of Carlsbad, California. City also
represents and warrants that the City maintains an internal intranet and external Internet
web site, both with the capability of providing "video streaming" of web content
(collectively hereinafter referred to as "Webcasting"), including the Performance. City
does not charge or receive any compensation for its programming service, except that
City may recover its cost of making either VMS or DVD/CD copies of City programming
for residents who cannot receive City Cablecasts or Webcasting services.
City Attorney Approved Version 01.27.09
5. Performer agrees to grant City a perpetual, irrevocable and royalty-free license
for the following non-exclusive rights in the Performance:
a. The right to record the Performance in its entirety by means of videotape and
to make copies of such recording for limited purposes of Cablecasting,
Webcasting, and public displaying of the Performance on City media now in
existence (e.g. Government access channel, City Intranet, City Internet, video
player, etc.) and that may be developed in the future and related to City
education, marketing and promotion;
b. The right to public performance of the Performance recording by
Cablecasting, Webcasting, and public displaying at a City facility, for an
unlimited number of times over a period of five years;
c. The right to make a limited number of VHS/DVD/CD copies of the
Performance, and to distribute such copies, upon request, to residents of the
City of Carlsbad who do not have access to said Cablecast or Webcasting;
d. The right to use or refer to the performing Performer's(s') name and likeness,
and to use brief excerpts of the Performance in City promotions and
marketing materials, including but not limited to publicity via news releases
and the news media, the City web sites, e-mail to database of City viewers,
and promos Cablecasting or Webcasting on City's media.
e. The videographer, whether a City volunteer providing video/audio recording
on behalf of the City or as an independent contractor hired by City to make
said video/audio recording of the Performance may make a copy of the
Performance for its/his/her own portfolio for the sole purpose of showing
prospective employers of videographer a representation of the quality of work
produced by said videographer. In the event that Videographer desires
additional rights not otherwise provided herein, Videographer may on
its/his/her own and wholly independent of City may contact Performer in an
effort to secure additional rights directly from Performer. City shall not act as
agent of videographer in securing additional rights. Videographer shall not act
as an agent of City in securing additional rights.
6. In addition to the above license and grant of rights and on a request by City,
Performer agrees to provide City with a professional-quality recording of the
Performance on CD/DVD, if one exists, to be synced to the video for Cablecasting or
Webcasting purposes;
City Attorney Approved Version 01.27.09
7. In consideration for the license and grant of rights set forth in Paragraph 5,
Performer(s) and the any additional artist(s) will receive additional benefits in the form of
a cross-marketing partnership with City, including:
a. Appropriate credit on all Cablecasts, Webcasting, VHS/DVD/CD
copies and related promotions materials, according to established
standards for performance credits;
b. E-mail recognition and publicity to City database of viewers;
c. Promotions and giveaway promotions of related Performance tickets,
as applicable and as time allows;
d. On-air and/or Internet/Intranet visibility and publicity for Performer
talent;
e. On-air and/or Internet/Intranet visibility and publicity for Performer and
their event and/or music product (including title(s) of CD as
appropriate);
8. Nothing in this agreement shall obligate or require City to Cablecast, Webcast or
otherwise use the Performance recording, other than at City's sole discretion.
9. Performer warrants and represents that Performer have obtained approval from
any and all persons or entities whose approval is required for the license and grant of
rights set forth in Paragraph 5, other than the appropriate music publishers, and that
Performer shall be responsible for (and shall indemnify and hold us harmless from) any
payments to any artists and/or producers of the Performance with regard to City specific
license to use the Performance.
10. This agreement is binding upon and shall inure to the benefit of the respective
successors and/or assigns of the parties executing this agreement.
11. This agreement may not be changed or modified, or any covenant,
representation, warranty or provision waived, except by an agreement in writing, signed
by the party against whom enforcement of the change, modification or waiver is sought.
12. The parties agree and stipulate that the proper venue and jurisdiction for resolution
of any disputes between the parties arising out of this Agreement is the State Superior
Court, San Diego County, California.
13. Performer may not assign this agreement without the prior written consent of
City.
(Remainder of Page Intentionally Left Blank)
City Attorney Approved Version 01.27.09
PERFORMER
'By: / ]/ \
i(sijgn here"u
Fred Frith
(email address)
"By:
(sign here)
(print name/title)
CITY OF CARLSBAD, a municipal
corporation of the State of California
- -City Manager or Mayor •
ATTEST:
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation. Agreement must be signed by one corporate officer from
each of the following two groups.
"Group A.
Chairman,
President, or
Vice-President
"Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or
assistant secretary under corporate seal empowering the officer(s) signing to bind the
corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
City Attorney
City Attorney Approved Version 01.27.09