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FILM FOOTAGE LICENSE AGREEMENT DocuSign Envelope ID:52CDA925-C19F-46A3-A555-7CF99763D16D FILM FOOTAGE LICENSE AGREEMENT Agreement dated as of July 25, 2023,between NEW WORLD COMMUNICATIONS OF TAMPA, INC., on behalf of its television station WTVT("Producer") and CITY OF CLEARWATER("Licensee") to obtain certain rights to use the film/tape footage as set forth below. Licensee and Producer agree that the use of the Footage will be controlled by the terms set forth on this page and the attached Standard Terms and Conditions. A. "FOOTAGE": The Footage shall consist of no more than 2 minutes and 30 seconds of WTVT news footage relating to Coachman Park in Clearwater, Florida. B. "PROGRAM": The Footage may be shown on Licensee's website only. The Footage may not otherwise be dubbed or distributed without Producer's prior written consent. C. "MEDIA": Internet Exhibition. D. "TERRITORY": United States of America. E. "TERM": Commencing on July 25, 2023, and continuing thereafter in perpetuity. F. "LICENSE FEE": Waived. G. ADMINISTRATIVE FEE: Waived. H. CREDIT: Licensee shall accord Producer credit on-screen while Footage is shown in the Program in the following form: " Footage Courtesy of Fox 13 News,New World Communications of Tampa, Inc. TM and©2023. All rights reserved." L NATURE OF USE: Licensee will not use the Footage in any manner that might infer or suggest that Licensee or Licensee's website is affiliated with, endorsed by, sponsored by, or part of WTVT, or any of its divisions of affiliates,including,without limitation, Fox News Networks, LLC, Fox Corporation, and Fox Broadcasting Company. Licensee will not make any use of the Footage except as expressly provided herein. (Continued on next page) BOX\FTS LA LEGAL\LEGAL CLIPS\clips-23\ 07/31/23 Clearwater of Florida wtvt Coachman Park ss 1 DocuSign Envelope ID:52CDA925-C19F-46A3-A555-7CF99763D16D By signing in the spaces provided below, the parties have agreed to all of the terms and conditions contained above and in the attached Standard Terms and Conditions. CITY OF CLEARWATER NEW WORLD COMMUNICATIONS OF ("Licensee") TAMPA, INC., on behalf of its television station WTVT("Producer") 3� By By Title Title Authorized Signatory Date Executed Date Executed 9-8-23 100 S. Myrtle Ave. 1999 S. Bundy Drive Clearwater, Florida 33756 Los Angeles, California 90025 BOX\FTS LA LEGAL\LEGAL CLIPS\clips-23\ 07/31/23 Clearwater of Florida wtvt Coachman Park ss 1 DocuSign Envelope ID:52CDA925-C19F-46A3-A555-7CF99763D16D Countersigned: CITY OF CLEARWATER, FLORIDA DocuSigned by: DocuSigned by: 1­3 C- By. $a� ... Brian J. Aungst, Sr. Jennifer Poirrier Mayor City Manager QS Approved as to form: Attest: LV uSigned by: DocuSigned by: �t� M'ryuS En�n IQ_'d Q,ans nFEEar, David Margolis Rosemarie Call City Attorney City Clerk DocuSign Envelope ID:52CDA925-C19F-46A3-A555-7CF99763D16D STANDARD TERMS AND CONDITIONS 1. GRANT OF LIMITED LICENSE: Upon receipt by Producer of 6. EDITING,DUBBING AND COLORIZING: Licensee shall not this Agreement,signed by Licensee,Licensee is granted by Producer, edit,dub,colorize or otherwise alter the Footage,except to edit for without any representations or warranties of any kind,expressed or time. implied,a non-exclusive and non-transferable license to use the Footage pursuant to the terms hereof.The Footage shall only be used in 7. NATURE OF PROGRAM: The Program shall not be derogatory and as part of the Program,for exhibition in the Media,in the Territory, to or critical of the entertainment industry or of Producer,or any and for the Term. The Footage will not be used for any other purposes officer,director,agent,employee,affiliate,parent or subsidiary of whatsoever. Licensee will not make any reproduction of or from the Producer or of any Motion Picture produced or distributed by Producer Footage whatsoever in whole or in part,except for use in and as part of or any affiliate,parent or subsidiary of Producer,and none of the the Program. Licensee may not use the Footage in connection with the Footage will be used in a manner which would be derogatory to or main or end titles of the Program. The Footage shall not be used in any critical of the production from which the Footage was taken or to the manner such that it appears that artists appearing in the Footage have persons involved with the making of the production from which the rendered services for the Program or Licensee. If Licensee has not Footage was taken. signed and returned this Agreement to Producer within 30 calendar days of the date of this Agreement,then this Agreement shall 8. RETURN OF MATERIALS: Upon the completion of production automatically terminate in its entirety and be deemed void ab initio and of the Program,Licensee shall promptly return all preprint material and Licensee shall have no rights hereunder. positive prints or tape of the Footage to such location as Producer shall designate. 2. LICENSE FEE: If the License Fee is not received by Producer within 30 days following Producer's receipt of this Agreement signed 9. ADVERTISING: Licensee shall not use the Footage or the name by Licensee,then this Agreement shall be deemed void and Licensee of Producer for any purposes in connection with the advertising, shall be in breach of its obligations hereunder. publicizing or any other promotion of the Program. 3. RELEASES: Licensee shall not have the right to use the Footage 10. COPYRIGHT: Licensee represents,warrants and agrees that the without obtaining all required individual authorizations,releases, incorporation of the Footage into the Program shall in no way affect consents,clearances and licenses("Releases")as may be necessary Producer's continued and separate copyright ownership in the Footage with respect to the use of the Footage including,without limitation,the and that the copyright ownership of Producer will not merge with the Releases set forth below: Program nor deprive Producer of its copyright ownership. Licensee further represents,warrants and agrees that Licensee shall be the (a) Written releases from all individuals appearing copyright proprietor of the Program,that the Program shall bear a recognizably in the scene(s)contained in the Footage and copyright notice thereon and that if the Program is exploited in the from all stunt persons appearing in any stunt identifiable in United States,it shall be registered in the United States Copyright the scene(s)contained in the Footage. Office and the Program shall be registered for copyright protection,and all formalities shall be complied with,in all other countries where the (b) Written releases from any unions or guilds to the Program will be exploited. extent required under applicable collective bargaining agreements in connection with the use of the Footage. 11. INDEMNITY: Licensee will indemnify,defend and hold Producer and its officers,directors,agents,employees,representatives, (c) If any music is included in the Footage,master use, associates,affiliates and subsidiary corporations,and each and all of synchronization and performing licenses must be obtained them harmless from and against any and all loss,costs,damage, from the copyright proprietors of the applicable master liability and expense,including reasonable attorneys'fees,arising out recording(s)and composition(s)and such other persons, of any claim whatsoever,whether or not groundless,which may arise, firms or associations,societies or corporations as may own directly or indirectly,by reason of Licensee's use of the Footage or any or control the performing rights thereto. breach of this Agreement by Licensee. Producer will indemnify, defend and hold Licensee and it's officers,directors,agents,employees, Licensee shall pay any fees and other payments required in connection representatives,associates,affiliates and subsidiary corporations,and with the Releases and furnish Producer with copies of all such Releases each and all of them harmless from and against any and all costs, upon request. damage,liability and expense,including reasonable attorneys'fees, which may arise out of any breach of this Agreement by Producer. 4. COSTS: Licensee will pay all costs arising in connection with the license granted hereunder including screening,processing, 12. GOVERNING LAW: This Agreement and all matters or issues laboratory,transfer and shipping charges attributable to the material thereto shall be governed by the laws of the State of Florida manufacture of any pre-print material and positive prints or tape of the applicable to contracts performed entirely therein. Footage,the return of materials and the costs involved in replacing any lost or damaged materials delivered to Licensee. 13. REMEDIES: Licensee further acknowledges that a breach by Licensee of any of its representations,warranties or agreements 5. INSURANCE:Licensee shall maintain insurance in accordance hereunder will cause Producer irreparable damage,which cannot be with Exhibit A,which is attached hereto and made a part of this readily remedied in damages in an action at law and may,in addition Agreement. thereto,constitute an infringement of Producer's copyright,thereby entitling Producer to equitable remedies,costs and attorneys'fees. BOX\FTS LA LEGAL\LEGAL CLIPS\clips-23\ Z 07/31/23 Clearwater of Florida wtvt Coachman Park ss I DocuSign Envelope ID:52CDA925-C19F-46A3-A555-7CF99763D16D (iii) "Pay Television Exhibition": Television Exhibition 14. DEFINITIONS: The following terms shall have the meanings as (other than Basic Origination Television Exhibition or Free set forth below: Television Exhibition)whereby the transmission of programming is available to the viewer on the basis of a (a) "All Media Exhibition": The exhibition of a Motion premium subscription charge or fee(as distinguished from Picture using any form of Motion Picture copy by Home Video an access,carriage or equipment fee)for the privilege of Exhibition,Non-Theatrical Exhibition,Television Exhibition, unimpaired reception of the transmission for viewing, Internet Exhibition,and Theatrical Exhibition. whether such transmission is on a pay-per-view,pay-per- show,pay-per-channel(such as HBO)or pay-per-time (b) "Home Video Exhibition": The non-public exhibition of a basis,without regard as to how ultimately received by the Motion Picture by means of an audio/visual device for viewing in viewer. a private residence. (f) "Theatrical Exhibition": The exhibition of a Motion (c) "Motion Picture": Productions of every kind and character Picture using any form of Motion Picture copy by any process whatsoever,including all present and future technological now known or hereafter devised in walk-in or drive-in theatres developments,whether produced by means of any photographic, open to the general public on a regularly scheduled basis where a electrical,electronic,mechanical or other processes or devices fee is charged for admission to view the Motion Picture. now known or hereafter devised,and their accompanying devices and processes whereby pictures,images,visual and aural (g) "Internet Exhibition": The exhibition of a Motion Picture or representations are recorded or otherwise preserved for the Footage using any form of wired or wireless streaming projection,reproduction,exhibition,or transmission by any delivery system now known or hereafter devised that originates means or media now known or hereafter devised in such manner via Licensee's designated website(s),provided that no charge or as to appear to be in motion or sequence,including computer fee is made for access to Licensee's website(s)in general or to generated pictures and graphics other than video games. the section of such website(s)at which the Footage or the Motion Picture may be accessed by viewers,and provided further that the (d) "Non-Theatrical Exhibition": The exhibition of a Motion Footage and the Motion Picture are not available in Picture using any form of Motion Picture copy in any manner downloadable form. now known or hereafter devised by any medium or process now known or hereafter devised,other than Theatrical Exhibition, 15. ENTIRE AGREEMENT: This Agreement contains the entire Television Exhibition,Internet Exhibition,or Home Video understanding of the parties hereto relating to the subject matter hereof Exhibition. and supersedes all prior licenses,whether oral or written,pertaining thereto. No modification,amendment,or waiver of this Agreement or (e) "Television Exhibition": The exhibition of a Motion any of the terms or provisions hereof shall be binding upon Producer or Picture using any form of Motion Picture copy for transmission Licensee unless confirmed by a written instrument signed by Licensee by any means now known or hereafter devised(including over- and by a duly authorized officer of Producer. the-air,cable,wire,fiber,master antenna,satellite,microwave, closed circuit,multi-point distribution services or direct broadcast systems)for viewing the Motion Picture on the screen of a television receiver or comparable device now known or hereafter devised(including high definition television),other than Home Video,Non-Theatrical,Internet Exhibition,or Theatrical Exhibition,without regard as to how ultimately received by the viewer. (i) "Basic Origination Television Exhibition": Television Exhibition(other than Free Television Exhibition or Pay Television Exhibition)such as basic cable or an over-the-top streaming service, whereby the transmission of programming over one or more channels is available to the viewer on the basis of the payment of an access,carriage or equip- ment fee for the privilege of unimpaired reception of the transmission for viewing,without regard as to how ultimately received by the viewer. (ii) "Free Television Exhibition": Television Exhibition(other than Basic Origination Television Exhibition or Pay Television Exhibition)whereby programming originates from over-the-air,terrestrial television broadcast stations without regard as to how ultimately received by the viewer. BOX\FTS LA LEGAL\LEGAL CLIPS\clips-23\ 07/31/23 Clearwater of Florida wtvt Coachman Park ss 1 3 DocuSign Envelope ID:52CDA925-C19F-46A3-A555-7CF99763D16D viii. not be subject to material modifications except after thirty(30) 1' days prior written notice to Fox Corporation or FTS nor be cancelable unless replaced by an insurance policy that meets or Exhibit A exceeds the requirements as specified above; ix. have all self-insured retentions be the direct responsibility of INSURANCE REQUIREMENTS Licensee; Licensee shall maintain or cause to be maintained during the Term and one (1) year thereafter (except as outlined in the next paragraph), Certificates of insurance and endorsements shall be submitted insurance that meets or exceeds the types and limits noted below for to Fox Corporation(via email Risk_Vlana�emen >fox.carn)and claims, damages and demands including legal defense costs and fees to FTS within 30 days of the execution of this Agreement. which may arise from or in connection with the Agreement. New certificates of insurance shall be provided upon policy renewals. Professional Liability insurance with coverage including, without limitation,claims or occurrences related to or arising Certificate Holder: Fox Corporation,FTS,its parents and subsidiaries from errors,omissions,or negligent acts in the performance or Attn: Risk Management failure to perform professional services. Coverage should P.O.Box 900 include infringement or misappropriation of any intellectual Beverly Hills,CA 90213 property,copyright,trademarks,trade secrets,know-how and other present and future property and/or proprietary rights of a similar nature; breach of contract and unauthorized use of materials,defamation,plagiarism,piracy,unfair competition, rights of publicity or privacy or false advertising. Limits of liability to be at least $5,000,000 per occurrence/claim and $5,000,000 in the aggregate with a self-insured retention of not more than$10,000. If the policy is written on a"claims-made" basis,the policy shall be in effect for a period of three(3)years after the Term.Policy shall include the below,as relevant to the use of the Footage as permitted in this Agreement: All the above required insurance shall: i. contain an endorsement (blanket acceptable) including Fox Corporation,Fox Television Stations,LLC("FTS"),its parents, subsidiaries, affiliated companies, officers, directors and employees as Additional Insureds (except for Workers' Compensation); ii. contain an endorsement(blanket acceptable)with a Waiver of Subrogation in favor of Fox Corporation, FTS, its parents, subsidiaries, affiliated companies, officers, directors and employees; iii. contain an endorsement(blanket acceptable)stating coverage is primary,not contributory,and not in excess of any other valid or collectible insurance carried by Fox Corporation, FTS,its parents, subsidiaries, affiliated companies, officers, directors and employees; iv. not include an exclusion for"Cross Liability"or"Severability of Interests"; V. be placed with companies lawfully authorized to transact business in the same jurisdiction as Licensee's principal place of business and a current Best's rating not less than A-VII; vi. include coverage for liability and indemnity obligations assumed under this Agreement as an insured contract. The limits of said insurance required by this agreement or as carried by Licensee shall not limit the liability of Licensee nor relieve Licensee of any obligation hereunder; vii. include that said Additional Insured have access to the limits required by this agreement, or the full limits of the policies, whichever is greater; BOX\FTS LA LEGAL\LEGAL CLIPS\clips-23\ 07/31/23 Clearwater of Florida wtvt Coachman Park ss 1 4