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2006M25-Comerical Licensing Police Video ORDINANCE NO. 06-M-?5 AN ORDINANCE BY THE CITY COUNCIL OF mE CITY OF SCHERTZ, TEXAS AUTHORIZING A COMMERCIAL LICENSING AGREEMENT AND DECLARING AN EMERGENCY WHEREAS, the City of Schertz, Texas (the "City") has copyrighted a police dashboard video under the title "City of Schertz, Texas Interstate 35 Shooting Incident" relating to a police action that occurred on March 3, 2005 (the "Copyrighted Work"); WHEREAS, certain persons and organizations have expressed an interest in using the Copyrighted Work; WHEREAS, the City has previously authorized the use of the Copyrighted Work in police training programs for non-profit or other governmental agencies; WHEREAS, the City has been contacted by various commercial ventures that desire to use the Copyrighted Work on television programs dealing with real life police situations; and WHEREAS, it is recommended that such commercial use of the Copyrighted Work be pursuant to a Copyright License Agreement with the City. NOW THEREFORE, BE IT ORDAINED BY mE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS: SECTION I The City Manager is authorized to approve the use of the Copyrighted Work for commercial purposes pursuant to a Copyright License Agreement in substantially the form attached hereto as Exhibit A, with such modifications therein as shall be approved by the City Manager. The City Manager is authorized, in consultation with the Chief of Police, to approve or disapprove the use of the Copyrighted Work with respect to any inquiry, and the City Manager is authorized to agree to the terms to be set forth on Exhibit A of a particular Copyright License Agreement, provided the License Fee shall not be less than $?50 00. SECTION II All ordinances or parts of ordinances in conflict with this Ordinance are hereby repealed. SECTION III By vote of not less than two-thirds of the members of the City Council present at the meeting at which this Ordinance was first considered, the City Council has determined that an emergency exists which requires immediate action, and this Ordinance is hereby adopted on a single reading and shall be effective from and after its final passage and any publication required by the City of Schertz. ORDINANCE (Connnercial Licensing Agmt).doc . :;l.ffl PASSED, APPROVED AND ADOPTED this the ~ day of. ATTEST: (SEAL OF CITY) ORDINANCE (Commercial Licensing Agmt).doc 2006. Mayor, City of Schertz, Texas EXHmIT A Copyright License Agreement ORDINANCE (Commercial Licensing Agmt).doc A-I COPYRIGHT LICENSE AGREEMENT THIS COPYRIGHT LICENSE AGREEMENT (this "Agreement") is dated as of the Effective Date described in Paragraph 16 and is between the City of Schertz, Texas, a Texas home rule city (the "Licensor"), and the Licensee named on the page S-2 hereof (the "Licensee"). WIT N E SSE T H: WHEREAS, the Licensor is the sole owner of all right, title, and interest, including but not limited to the copyright, in and to the audiovisual work entitled City of Schertz, Texas Interstate 35 Shooting Incident (the "Work"); and WHEREAS, the Licensee desires to obtain, and the Licensor is willing to grant, a non. exclusive license for the Licensee to publicly exhibit and perform the Work as a part of the Television Show identified on Exhibit A; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the suffieiency of which is hereby acknowledged, the Licensor and the Licensee agree as follows: 1. Defined Terms. Capitalized terms not otherwise defined herein have the meanings set forth on Exhibit A. 2. Grant of License; Limitations; Reservation of Rights. (a) In consideration of the faithful performance by the Licensee of the covenants and conditions contained herein, the Licensor hereby grants to the Licensee a non-exclusive license to publicly perform the Work on the Television Show, as sueh activities are defined under the Copyright Law ofthe United States, 17 U.S.C. S 101, et seq. The Licensee may not edit the Work except to shorten it to aecommodate the Licensee's time requirements for the Television Show. No other edits are permitted unless the Licensee obtains the Licensor's prior written approval. The Licensee is permitted to make copies of the Work solely as a step in the process of implementing authorized edits. (b) The Licensee may not distribute, display, or exhibit (or permit others to distribute, display, or exhibit) the Work or any portion thereof via the internet. If the Licensee wishes to engage in uses of the Work via the internet, it must enter into a separate agreement with the Licensor governing such usc. (c) All rights not expressly granted to the Licensee herein are reserved to the Licensor. Without limitation, the Licensee may not modifY, amend, or reproduce the Work in any way or distribute, display, or exhibit the Work other than as specifically provided herein. 3. Duration of License Grant. Subject to the provisions contained in Paragraphs 6 and 10, this Agreement shall remain in full force and effect for the Term identified on Exhibit A. At the end of the Tenn, the parties may negotiate a renewal or extension of this Agreement for an additional term. Copyright License Agreement.doc 4. Return of Copies. All copies of the Work provided to the Licensee must be returned to the Licensor at the expiration of the Term. Any reproductions made during the modification process described in Paragraph 2 above must be destroyed or delivered to the Licensee at the end of the Term. Upon the Licensor's request, the Licensee will provide the Licensor an affidavit or other writing to attest to the return and/or destruction of all copies of the Work. 5. Compensation. In consideration for the rights granted to the Licensee by the Licensor in this Agreement, the Licensee agrees to pay the License Fee set forth on Exhibit A on the Payment Date(s) set forth on Exhibit A. The License Fee shall be paid by check, wire transfer, or other method cxpressly agreed to in writing by the Licensor at the Place of Payment set forth on Exhibit A. 6. Termination. (a) Notwithstanding any other term or provision herein, this Agreement and all rights granted hereunder may be terminated by the Liccnsor upon not less than ten (10) days' notice in writing to the Licensee for failure to make payments of the License Fee when due. In the event that thc Licensec does not correct or eliminate the violation within the ten (l0) days from receipt of said notice, this Agreement shall automatically terminate at the end of said ten (10) days. (b) In the event of a material breach of this Agreement by the Licensee, the Licensor may terminate this Agreement immediately by mailing a written notice of termination to the Licensee. For purposes of this Paragraph, a "material breach" constitutes any action or inaction which significantly impairs or threatens the rights and profits reasonably anticipated by the Licensor in the Work or under this Agreement and shall include, without limitation: (i) In the event the Licensee should at any time during the Term of this Agreement be adjudicated bankrupt or insolvent; or file a petition in bankruptcy or for any reorganization of its affairs; or be the object of any petition or proceeding for bankruptcy, judicial liquidation or other law for relief of creditors before any competent court; or cause the appointment of a receiver for all or any part of its business or assets; or terminate its existence or be liquidated, dissolved, merged or nationalized; or if any trustee in bankruptcy or insolvency shall be appointed for the Licensee; or make a general assignment for the benefit of its creditors; or (ii) If the Licensee breaches any provision of this Agreement relating to or adversely affecting the Licensor's rights in the Work. (c) In the event of any termination of this Agreement, the Licensee shall immediately discontinue all of the licensed activities set forth in Paragraph 1. 7. Transferability. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Licensor. The Licensee may neither grant sub-licenses nor assign any of its interests, rights, duties, or obligations hereunder by operation of law or otherwise without the prior written consent of the Licensor. Copyright License Agreement.doc - 2- 8. Copyright Notice. The Licensee will in no way remove or modify any copyright notice currently in or on the Work. Any and all copyright notices must remain intact during all public performances or exhibitions of the Work, and the Licensee may not cause the view of such notices to be obscured by any means. 9. Warranties. The Licensor warrants that it is the sole owner of all right, title, and interest in and to the copyright of the Work. The Licensor makes no warranty or representation regarding the Work or its fitness for any particular purpose. The Licensor explicitly makes no warranties, guarantees, or representations regarding either the completeness or accuracy of all or any part ofthe subject matter ofthe Work. 10. Exhibit A. Additional Terms. This Agreement is subject to the Additional Terms set forth on 11. Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement shall be held or declared to be illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not effect any other provision hereof, and the remainder of this Agreement disregarding such invalid portion shall continue in full force and effect as though such void provision had not been contained herein. 12. Governing Law. This Agreement shall be deemed to be made and entered into pursuant to the laws of the State of Texas. In the event of any dispute hereunder, this Agreement shall be governed by and shall be construed and interpreted in accordance with the laws of the State of Texas. 13. Waiver. The waiver by either of the parties hereto of any breach of any provision hereof by the other party shall not be construed to be either a waiver of any succeeding breach of any such provision or a waiver of the provision itself. 14. Nothing herein shall be construed to place the parties in a relationship of partners or joint venturers, and neither party shall have the power to obligate or bind the other in any manner whatsoever. 15. Notice. Notices given hereunder must be in writing and shall be delivered either by hand, or by certified mail (return receipt requested), or by telecopy at the address set forth below the signature below of the party to be given notice or such other addresses as the parties may from time to time designate in writing. 16. Effective Date. The Effective Date of this Agreement is the date on which this Agreement has been fully executed and acknowledged by both the Licensor and the Licensee. [The remainder afthis page intentionally left blank.] Copyright license Agreement.doc - 3 - IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in multiple originals on the date(s) of execution set forth below their signatures. LICENSOR: CITY OF SCHERTZ, TEXAS Manager Date of Execution Notice Address: City of Schertz, Texas 1400 Schertz Parkway Schertz, Texas 78154 Attention: City Manager Telecopy: (210) 659-3204 THE STATE OF TEXAS S S COUNTY OF GUADALUPE S BEFORE ME, the undersigned authority, on this day personally appeared , City Manager of the City of Schertz, Texas, known to be to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated, and as the act and deed of said organization. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 20 . day of Notary Public in and for Texas (SEAL) CopYlight License Agreementdoc S-I LICENSEE: (Name ofthe Licensee) By: (Printed or Typed Name and Title) Date of Exccution Licensee Notice Address: Attention: Telecopy: ~_-_ THE STATE OF s S. S COUNTY OF BEFORE ME, the undersigned authority, on this day personally appeared of , known to be to be the person name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated, and as the act and deed of said organization. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ,20_. day of Notary (SEAL) Copyright License Agreementdoc S-2 EXHIBIT A Dermed Terms "Additional Terms" means (cheek one) 0 none or 0 the following: "License Pee" means "Payment Date(s)" means "Place of Payment" means the Lieensor's notice address (set forth herein) if payment is by check, at if payment is by wire transfer, or at such other location as may be agreed to in writing by the Licensor. "Television Show" means an may include scheduled showings during the Term, which period includes primary showings of the Work and reruns of such primary showings. "Term" means the period from the Effective Date through and including --' 200_. CopyIight License Agreement.doc A-I