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HomeMy WebLinkAboutRBF Consulting; 2009-02-04;Performer Agreement Granting Limited License to City of Carlsbad to Record and Rebroadcast Performance for Internal Use by City of Carlsbad THIS CONTRACT is made on February n\2009 by and between the City of Carlsbad (hereafter referred to as City) and RBF Consulting, a California Corporation (hereafter, referred to as Performer) in connection with an engagement sponsored by Public Works - Development Services, upon the following terms and conditions: 1. These live performances will be performed at the City of Carlsbad's Faraday facility by RBF Consulting on January 28 and February 4, 2009. The subject matter of the performance relates to staff training for the better understanding of the elements of a traffic study and the tools necessary to review submitted documents (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 allow for the public displaying of the Performance at a City facility for internal City purpose only. 3. Performer represents and warrants that the Performance and any part thereof does not infringes upon or otherwise violates 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 its use of the Performance will be for internal City and Carlsbad Municipal Water District (collectively "City") use only. 5. Performer, for valuable consideration received and the sufficiency of which is acknowledged [pursuant to Project Task Description and Fee Allotment No. 2 Traffic Study Review Training - dated November 26, 2006, between the Parties to this agreement] 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 publicly displaying the Performance at a City facility for City's internal educational/training needs. b. The right to public performance of the Performance recording by internal public displaying at a City facility; c. The right to make a limited number of VHS/DVD/CD copies of the Performance; 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 internal training and educational materials. 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. 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. 7. This agreement is binding upon and shall inure to the benefit of the respective successors and/or assigns of the parties executing this agreement. 8. 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. 9. 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. 10. Performer may not assign this agreement without the prior written consent of City. (Remainder of Page Intentionally Left Blank) 11. The individual(s) executing this agreement and the instruments referenced in it on behalf of Performer represent and warrant that they have the legal power, right and actual authority to bind Performer to the terms and conditions of this agreement. PERFORMER "By: (print name/title) c^. (e-mail adcfress) (sign here) (print name/title) (e-mail address) CITY OF CAF(KSBAE\, a municjpal^r'poration of the State of Qatffop ATTEST: LORRAINE M. WO(QP;// City Clerk •••>--- ' 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 L, City Attorney City Attorney CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On V-^- — - (Date personally appeared before me, tA Here Insert Name andMle of the Officer Name(s) of Signer(s) 1EME L. ROWLEY Commtolon * 1773934 Noton/Public-ColKomlo | San Otogo County Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person^ whose namete) is/arX subscribed to the within instrument and acknowledged to me that ,he/she/th^ executed the same in his?her/tiyfr authorized capacity(ie^, and that by Jafs/her/th/efr signature^ on the instrumerit the person^, or the entity upon behalf of which the persontef adted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: \_. Number of Pages:. ^Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer Is Representing:. Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1 -800-876-6827