License agreement



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LICENSE AGREEMENT
THIS LICENSE AGREEMENT (“Agreement”) is made and entered into as of October 9, 2014, by and between BRAVES PRODUCTIONS, INC., a Georgia corporation located at 755 Hank Aaron Drive, Atlanta, Georgia 30315 (“Licensor”), and MESQUITE PRODUCTIONS, INC. (“Licensee”).
W I T N E S S E T H:
In consideration of the mutual promises, covenants and agreements hereinafter set forth, the parties hereto, intending that this Agreement be binding and enforceable, hereby agree as follows:


  1. License of Premises. Subject to all the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, conditional, and non-exclusive license to occupy and use the areas of and adjacent to Turner Field known as the “Grey Parking Lot,” whose boundaries are defined as north by Ralph David Abernathy Boulevard, west by Pulliam Street, south by and west by Central Avenue, together with ingress and egress thereto, but excluding general, administrative, executive and all space and rooms used by Licensor or its assignees, and all other areas of Turner Field and its surrounding areas not specifically included herein (the “Premises”).




  1. Permitted Use. The Premises shall be used and occupied solely for the following purpose(s):




    1. The Event/Term. Licensee shall be permitted to use the Premises as base camp for staging, storing, and parking production vehicles (approximately two hundred forty (240) vehicles), a catering tent, and equipment in connection with the television series currently entitled “Powers” (the “Program”) that will take place in the area, but not on and/or of the Premises (the “Event”) during select Licensor-approved periods commencing on the 15th day of October, 2014 at 6:00 a.m. and terminating on the 18th day of October, 2014 by 11:59 a.m. (the “Term” or “Occupation Period”) according to the following schedule, and immediately after each Event date, Licensee shall completely vacate the Premises. Except as otherwise set forth herein, or by mutual agreement of the parties, the Occupation Period schedule for the Event shall be:



      1. Parking: Use of the Grey Parking Lot for parking approximately two hundred forty(240) automobiles for filming off the Premises on the following days:

        1. October 15: 6:00 a.m. – 11:59 p.m. – Setup of tent.

        2. October 16: Event Day to include parking.

        3. October 17: Event Day to include parking.

        4. October 18: Tent will be broken down and vacate early morning (possibly around 3:00 a.m. – 4:00 a.m.).




      1. Limitations/Restrictions:

        1. Licensee shall be responsible for cleanup of its use of the Premises.

        2. Licensee is responsible for ensuring that the Event (including, without limitation, Licensee’s guests, and invitees) is confined to the Premises.

        3. Licensee may provide unarmed security personnel on the Premises during the Event days; however, such personnel must check-in with Turner Field Security on their arrival and follow all Turner Field post orders, guidelines, rules and/or regulations.




    1. Atlanta Braves Game Contingency. Licensee acknowledges that the Atlanta Braves (“Braves”) may be participating in regular season games or post season games, including related practices (collectively “Games”) on or around the date of the Event; certain Games may be held on the Premises; and the Braves’ participation in Games held on the Premises (and the possible rain delay or other uncontrollable delay of such Games) may delay not only Licensee’s move-in, but possibly the actual date of the Event. If a Game is scheduled for the Premises on a move-in date or on the Event date, such Game shall take precedence over and will be staged in lieu of the Event. If this occurs, Licensor shall not be in breach of this Agreement. If the Event cannot be held on the current Event date and must be rescheduled to accommodate a Game, Licensee and Licensor shall cooperate to reschedule the Event as soon as practically possible. Unless otherwise provided herein, the Event shall not be canceled except upon mutual written agreement by all parties hereto.




  1. Fees/Payment Terms.




    1. License Fee. In consideration for the use of the Premises as described herein, Licensee agrees to pay Licensor a “License Fee,” without demand or offset, for grant of this License and the use of the Premises, by cash, company check, cashier’s or certified checks, or credit card in an amount equal to Three Thousand Five Hundred and No/100 Dollars ($3,500.00), which shall be for rental and pre-paid fee for vehicle parking. Licensee shall pre-pay a fee of Five and No/100 Dollars ($5.00) per vehicle each space on October 16, 2014 and October 17, 2014 according to the number of vehicles for each Event day noted in Section 2(a)(i) above (i.e. $1,100 per day (240 vehicles x $5.00) from October 16-17, 2014. If Licensee is paying by credit card, Licensee shall owe an additional three and one half percent (3.5%) credit card transaction fee above the License Fee amount. Such amount shall be payable upon the execution hereof or prior to the Event date, whichever is sooner.




    1. Intentionally omitted.




    1. Damage Contingency Fee.  In addition to and above the License Fee amount described in Section 3(a) above, in consideration for the use of the Premises as described herein, Licensee shall pay Licensor a “Damage Contingency Fee” deposit of Three Thousand and No/100 Dollars ($3,000.00), which shall be used as security for damages caused by, arising out of, resulting from or in connection with Licensee’s occupancy and use of the Premises, if any (collectively, “Damages”).  The Damage Contingency Fee payment shall be due and payable at the time of execution of this Agreement, which shall be a separate payment (i.e. cash, cashier’s or certified checks, or credit card) from the first (1st) License Fee payment described in Section 3(a)(i) above and Security Deposit described in Section 3(b) above.  Upon conclusion of the Event, Licensor shall walk-through the Premises after Licensee load-out and shall assess Damage, if any.  In the event of Damages caused by Licensee, Licensor may apply such Damage Contingency Fee deposit to reimburse Licensor its reasonable cost for repairing any such Damages that are discovered during such walk-through.  If any Damage Contingency Fee funds remain after repair of the Premises, Licensor shall return any such remaining funds to Licensee within ten (10) business days after completion of repair work.  In the event of no Damages, Licensor shall refund the entire $3,000 Damage Contingency Fee to Licensee immediately after such walk-through.




  1. No Obligation of Licensor. Licensee acknowledges and understands that Licensor shall have no obligation hereunder to provide medical services, parking attendants, police or security personnel to monitor, guard, police or secure the Premises and the surrounding area affected by Licensee’s use of the Premises.




  1. No Representations or Warranties with Respect to Premises. Licensee acknowledges and understands that neither Licensor, nor Licensor’s employees, agents and/or contractors have made any representations, promises or warranties, either express or implied, as to the condition, fitness, merchantability or suitability of the Premises for Licensee’s purposes. Licensee acknowledges that it has had an opportunity to inspect the Premises and is satisfied with the current condition, fitness and order thereof and accepts them as such. In addition to the foregoing, commencement of the use of the Premises by Licensee shall be conclusive evidence against Licensee that the Premises were in good repair and in satisfactory condition, fitness and order when such use commenced.




  1. Assumption of Risk/Park at Own Risk. Licensee agrees that all vehicles parked at the Premises by Licensee and its invitees or guests and any contents or other belongings left in such parked vehicles shall be at the risk of the Licensee, its invitees and guests. Except if due to the negligence or willful misconduct of Licensor, Licensee agrees that Licensor shall not be liable to Licensee, its invitees or guests for any theft, loss or damage to such vehicles, contents, belongings or other property.




  1. Indemnification. Except if due to the negligence or willful misconduct of the Licensor Parties, Licensee hereby agrees to indemnify, defend and hold harmless Licensor, Atlanta National League Baseball Club, Inc. (“ANLBC”), City of Atlanta and Fulton County Recreation Authority (“AFCRA”), City of Atlanta, Georgia, Fulton County, Georgia, Aramark Sports & Entertainment Services, LLC, Imperial Parking (U.S.), Inc., AmeriPark, Inc., and each of their respective parent, subsidiary and affiliated companies, and all of their respective directors, officers, shareholders, agents and employees including, without limitation, independent contractors, if any, rendering security services in connection with the Event (collectively, the “Licensor Parties”) from and against all actions, suits, proceedings, judgments, settlements, demands, claims, damages, liabilities, losses or expenses whatsoever including, but not limited to, actual reasonable outside attorneys’ fees (collectively, the “Claims”), caused by, arising out of, resulting from or in connection with (a) Licensee’s occupancy and use of the Premises or other such areas hereunder, including but not limited to the entrances, lobbies and exits thereof, the sidewalks, streets and approaches adjoining the Premises, or any other portion of the Premises in connection with the Event; (b) any personal injury, bodily injury, death or property damage caused by Licensee’s occupancy and use of the Premises (including, but not limited to, injuries or damages suffered by Licensee, subcontractors hired by Licensee, Event participants and guests attending the Event); (c) any defect in or other problem with any food and beverage concession items, products/merchandise, tents, signs, fences, generators, lighting equipment, temporary seating/bleachers, or other equipment and staging provided by Licensee in connection with the Event; (d) any negligent or grossly negligent action, inaction, omission or intentional misconduct of Licensee, its invitees and guests; (e) any failure of Licensee to provide adequate security for the Event, including any actual or alleged failure to warn, guard and protect persons or property from harm or damage; (f) any failure of Licensee to provide adequate first aid and emergency medical services for the Event, including claims for bodily injury, death or malpractice related to medical equipment, supplies, medications, treatments, medical and dental screenings or other testing utilized and/or administered by Licensee; (g) any conduct or activities of Licensee which violates any applicable international, country, U.S., state or local law, rule, regulation, or ordinance; and/or (h) any breach, alleged breach or misrepresentation of any term, covenant, condition, or warranty contained in this Agreement by Licensee. For the purposes of the insurance and indemnification sections of this Agreement, the term “Licensee” shall be defined to expressly include Licensee, its directors, officers, employees, sponsors, exhibitors, agents and/or contractors, including, without limitation, volunteers, Event participants, performing artists, stage hands, concessions, medical, security, or other personnel employed by Licensee to perform work in connection with the Event. The obligations of Licensee to indemnify, defend and hold harmless as outlined in this Section are in no way limited to the amount(s) of insurance required under the next Section. All of this Section shall survive the termination or expiration of this Agreement.




  1. Insurance Requirements. Throughout the Term of this Agreement, including any extensions thereof, Licensee (or Licensee’s payroll services company as respects 8(c) below or Licensee’s contractor as respects 8(f) below) shall provide and maintain in full force and effect, without interruption, at its own expense, the following policies of insurance set forth hereinafter, which shall protect Licensee and the Licensor Parties on a primary basis in accordance with the indemnity provisions herein from and against any and all Claims to persons or property caused by, resulting from, arising out of or in connection with the Licensee’s occupancy and use of the Premises pursuant to this Agreement. In addition, Licensee shall be responsible for ensuring that any and all subcontractors utilized by Licensee in connection with the Event comply with the minimum insurance requirements set forth below:




    1. Commercial General Liability insurance covering all of Licensee’s operations and activities in connection with the Event, with limits not less than One Million Dollars ($1,000,000) each occurrence, Two Million Dollars ($2,000,000) in the aggregate, and Five Thousand Dollars ($5,000) medical expense (any one person). Such insurance shall include coverage for contractual liability (applying to the terms and conditions of this Agreement), products-completed operations, personal & advertising injury, property damage, and bodily injury liability (including death). Limit requirements may be satisfied by combining primary and umbrella/excess liability policies, if necessary.




    1. Automobile Liability insurance covering liability arising out of Licensee’s use, operation and/or maintenance of any auto (including owned, hired, and non-owned vehicles), with limits not less than One Million Dollars ($1,000,000) combined single limit each accident for bodily injury and property damage.




    1. Workers’ Compensation insurance covering the Licensee’s or its payroll services company’s employees who are engaged in or associated with the Event, with limits as required by statutory law. Such insurance shall also include coverage for Employer’s Liability with limits not less than One Million Dollars ($1,000,000) each accident, One Million Dollars ($1,000,000) disease-each employee and One Million Dollars ($1,000,000) disease-policy limit.




    1. Umbrella and/or Excess Liability insurance with limits not less than Five Million Dollars ($5,000,000) each occurrence shall apply in excess of and on a following form basis to the Commercial General Liability and Automobile Liability policy limits.




    1. Property insurance covering Licensee’s property (including furniture, fixtures, inventory, merchandise and other equipment) in the event of theft, loss or damage.




    1. Professional Liability insurance covering claims for actual or alleged malpractice by anythe security, first aid and emergency medical personnel contractors hired/secured by Licensee for the Event (as applicable), with limits not less than One Million Dollars ($1,000,000) each claim and Two Million Dollars ($2,000,000) in the aggregate.

All such insurance required above shall be (1) primary to and non-contributory with any insurance maintained by Licensor and the Licensor Parties in accordance with the indemnity provisions herein; (2) shall be written by insurance companies qualified to do business in the State of Georgia with ratings of “A-VIII” or better in the latest edition of the A.M. Best key rating guide; and (3) shall provide notice of cancellation in accordance with policy provisions.


Policies (a) and (b) above shall be endorsed to name Licensor and Licensor Parties as Additional Insureds as their interests may appear and, in accordance with the indemnity provisions, shall include a waiver of subrogation in favor of the Additional Insureds. For claims for which Licensee is liable hereunder, the Licensee, its agents and assigns, shall bear all costs of all deductibles under its policies and shall remain solely and fully liable for the full amount of any claim, damage, loss or expense not compensated by insurance (including settlement made with prior written approval of the Licensor). It is hereby agreed and understood that the insurance requirements set forth above shall not be construed as in any manner waiving, restricting or limiting the liability of the Licensee, its agents, and assigns with respect to obligations imposed under this Agreement.
Certificates of Insurance. Upon execution of this Agreement and at least prior to the Event, Licensee, its agents and assigns, shall provide Licensor with a certificate(s) of insurance certifying that the appropriate insurance is in place and that the policies have been properly endorsed to meet the insurance requirements as set forth above. Licensee, its agents and assigns, shall submit the certificate(s) of insurance to the Licensor at the following address: Braves Productions, Inc., 755 Hank Aaron Drive, Atlanta, Georgia 30315.


  1. Waiver. Licensee and its guests may be required to either: (a) sign a release of liability waiver prior to the Event agreeing to hold the Licensor Parties harmless against any and all Claims or liability arising directly or indirectly from the Event or participation in activities associated with the Event, except if Claims or liability are due to the negligence or willful misconduct of the Licensor Parties, or (b) add the Licensor Parties to any Event waiver Licensee provides to Event participants and provide a copy of such waiver to Licensor (if applicable).




  1. Rules and Regulations. Licensee shall abide, and shall cause its servants, agents, employees, licensees, patrons and guests to abide by such reasonable rules and regulations as may from time to time be applicable to the Premises or adopted by Licensor for the use, occupancy and operation of the Premises including, without limitation, all rules contained in the Standard Terms and Conditions.




  1. Injunctive Relief. If Licensee is not otherwise in material breach of the Agreement (i.e. Licensee has cured any such material breach within thirty (30) days after receipt of notice from Licensor), Licensor will be deemed to have waived any right to seek injunctive relief against the production, distribution, exploitation, advertising, publicity, and/or promotion of the Program.




  1. Standard Terms. This Agreement is comprised of and subject to the above terms and the Standard Terms and Conditions on Exhibit A as modified, which is attached hereto and incorporated herein by this reference. All of such items shall collectively be referred to herein as the “Agreement.”


IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
LICENSOR” “LICENSEE”

BRAVES PRODUCTIONS, INC. MESQUITE PRODUCTIONS, INC.

By: By:


Title: EVP, Business Operations Title:

Licensee’s Address/Contact Information:

Attn: Andrew Galbraith

Assistant Location Manager

1902 Sullivan Avenue

Atlanta, Georgia 30337

(P): (404) 900-7890

(E): agalbraith628@gmail.com

EXHIBIT A – STANDARD TERMS AND CONDITIONS


  1. GENERAL CONDUCT. Licensee agrees not to harm the Premises, or commit or permit waste, or create any nuisance, or make any use of the Premises, which in Licensor’s reasonable judgment is offensive, or do any act tending to injure the reputation of the Licensor. Licensee shall not use any vehicle, motor, camera, lighting device or projector within or about the Premises without the prior consent of Licensor. Licensee shall not engage in any fighting or use physical force or abusive or obscene language toward any person or engage in any form of objectionable behavior, such as the making of loud noises or coarse or offensive utterances, gestures or displays, any of which cause or may cause public inconvenience or annoyance or alarm. In addition, Licensee shall not permit the emission of noise or odors from the Premises or use any devices or paraphernalia such as loudspeakers, sound amplifiers, radios, televisions or phonographs without the prior consent of Licensor. No unlawful activities shall be permitted on the Premises, nor shall gambling or the consumption of alcoholic beverages be permitted (unless otherwise allowed by Licensor). Licensor reserves the right to require the withdrawal from display of any items, object, person, printed matter or any other thing of any nature which in the reasonable opinion of Licensor might be detrimental to the appearance or reputation of Licensor. No gasoline, acetylene or other fuel or combustible material will be admitted to the Premises without the approval of Licensor and the Fire Prevention Bureau of the Atlanta Fire Department. Any decorating or other work and the material therefore, done or furnished by Licensee shall be subject to approval by Licensor and the Fire Department and, unless so approved, may be prevented or removed and stopped by Licensor at Licensee’s expense. All decorations and other combustible materials must be fireproofed, and Licensee shall deliver to Licensor a permit in the form specified or required by and satisfactory to the Fire Department or any other department of the City of Atlanta having jurisdiction with respect thereto. Notwithstanding the above, Licensor acknowledges that Licensee’s use of the Premises shall consist solely of staging, storing, parking production vehicles, a catering tent, and for equipment in connection with the Program, and not for a special event for which the foregoing general conduct requirements would be more appropriate.

  2. PERSONNEL AND SERVICES. At Licensor’s request, Licensee shall employ, at Licensee’s expense, the following personnel, services, equipment and materials which shall be designated, selected and furnished by Licensor: (a) special police and security guards in a number and identity sufficient in Licensor’s sole reasonable discretion to adequately police and secure the Premises and the surrounding area affected by Licensee’s use of the Premises; (b) if applicable, a sufficient number (as determined in the sole reasonable discretion of Licensor) of ticket sellers, ticket takers, doormen, restroom attendants, ambulances and attendants, ushers, maids, porters, firemen, cleaning personnel, watchmen and other special force personnel; and (c) all plumbing, carpentry and electrical work or other services and all gas or other materials required to fit the Premises for use of Licensee, if any.

  3. SURRENDER OF PREMISES. Upon the expiration or termination of the Agreement for any reason whatsoever, Licensee shall immediately quit and surrender the Premises to Licensor. Upon such quitting and surrender, the Premises shall be in the same condition of cleanliness and repair as at the beginning of the Term, ordinary wear and damage by the elements excepted. In the event the Premises is not returned in the same condition of cleanliness and repair prior to the Event, as determined by Licensor in its reasonable discretion, Licensee shall make repairs according to the reasonable discretion and specification of Licensor. Any penetration of asphalt surfaces in and around Turner Field may take place in the Green Parking Lot only.  Each asphalt penetration shall be repaired by Licensor, and Licensee acknowledges and agrees that Licensee shall be charged a drilling repair fee of Five Dollars ($5.00) for each hole drilled. Licensee shall remove from the Premises any goods or equipment brought or permitted by it on the Premises. For non-compliance with the provisions of this Section, Licensee shall pay to Licensor, as liquidated damages for any breach of the covenants contained herein by Licensee, an amount equal to the sum of the following: (a) costs of labor (including all Licensee staffing payable at time and one half) and materials incurred as a result of the failure of Licensee to surrender the Premises upon such quitting or surrender, including without limitation all costs incurred in changing the Premises’ facilities from its prior use to use for the Event and from the Event to its subsequent use (e.g., placing and removing seats and installing and removing and/or storing Licensee’s goods or equipment); and (b) beginning at the date and time of the expiration of the Term, if move-out is not fully completed, an additional sum of One Hundred Dollars ($100.00) per half hour for each half hour increment until the move-out is complete (in the sole determination of Licensor). It is expressly understood that Licensor’s reasonable determination of the time of the surrender of the Premises shall be final and conclusive and that Licensor shall have the absolute right to deduct and retain all monies due Licensor by reason of the breach of the covenant by Licensee at the time of settlement hereunder with Licensee. Any personal property of Licensee not removed within two (2) days following such termination shall, at Licensor’s option, become the property of Licensor.

  4. CLEANING. Licensee will maintain the Premises in as clean and orderly manner as received and will be responsible for daily cleaning and Licensee trash removal. Accordingly, Licensee shall use its best efforts to cause all of Licensee’s refuse, rubbish and debris to be disposed in containers or at locations on the Premises, which are designated for that purpose by Licensor.

  5. ALTERATIONS, SIGNS, ETC. Licensee shall not mark, paint, drill into or in any way mar or deface any part of the Premises. Licensee shall not display or erect any lettering, signs, pictures, notices or advertisements upon any part of the outside or inside of the Premises or make any alterations or improvements in or to the Premises without the prior written consent of Licensor.

  6. REFERENCE TO TURNER FIELD. Licensor consents to Licensee’s use of the name “Turner Field” provided that such name is used only for the purpose of advising persons attending the Event where the Event is to be held. Licensee agrees to submit copies of any such proposed use to Licensor for Licensor’s prior, written approval (such approval to not be unreasonably withheld, conditioned, or delayed. Should any further use of the name be intended, Licensee will submit copies of the proposed use to Licensor in advance for Licensor’s written approval. It is expressly understood and agreed that the name “Turner Field” is a registered trade name and service mark, and that Licensor shall exercise whatever controls and supervision it may deem necessary to maintain the high standards and quality heretofore established with respect to the use of said trade name and service mark. Licensee shall have no right to use in any manner the name, logos, trademarks, or designs of the Atlanta Braves or the names or likenesses of its players, coaches or umpires.

  7. AMBULANCE SERVICE. If Licensee or its agents, representatives, managers, employees, patrons, players, performers or participants in or about the Premises shall at any time accept or use the services of a physician or surgeon, or accept or use an ambulance service or any service in connection with an injury or sickness occurring to any person or persons while within or about the Premises during the Event, even though such service or services be made available or be obtained through Licensor, Licensee accepts full responsibility for the acts and conduct, or services rendered, of any physician or surgeon or ambulance service or other service, and will hold Licensor harmless from all responsibility or liability therefore, except if due to the negligence or willful misconduct of Licensor.

  8. ENTRANCES AND EXITS FOR PREMISES. The entrances and exits of the Premises shall be locked or unlocked as Licensee may direct, subject to regulations for Federal, state, county and municipal authorities, to any lawful direction of public officers, and to Licensor’s approval. Articles, fittings, fixtures, materials and equipment shall be brought into or removed from the Premises only at entrances and exits designated by Licensor.

  9. REMOVAL OF DISORDERLY PERSONS. Any workmen or others employed by Licensee shall be under the general supervision of Licensor (but not as an agent, employee or servant of Licensor) while on the Premises and to the extent that Licensee’s employees or invitees are engaging in objectionable or improper conduct and fail to cure such actions after prompt notice from Licensor, they may be refused entrance to or ejected from the Premises by Licensor, without any liability on the part of Licensor for such refusal or ejectment except if Licensor is negligent or engages in willful misconduct.

  10. CONCESSIONS. Licensor reserves and retains to itself the privilege of using such parts of the Premises, as in its option, which shall be conclusive, are necessary or desirable for or to the operation of all concessions in the Premises including, without limitation, the concessions of checking clothing and other personal property, and the sale of drinks, food, tobacco products, programs and souvenirs, which concessions are reserved and retained by Licensor for the benefit of itself or its assignees, licensees or designees. No concessions of any nature shall be operated by Licensee in or near the Premises without the express written consent and approval of Licensor.

  11. NON-EXCLUSIVE USE. Licensee expressly acknowledges that besides the use of the Premises as contemplated by the Agreement, the Premises and various parts thereof and areas therein may, or will be used for the installation, holding or presentation and removal of activities, events and engagements other than the Event, and that in order for the Premises to be operated as efficiently as practicable it may or will be necessary to have available the use of services and facilities of the Premises, including without limitation entrances, exits, truck ramps, receiving areas, marshaling areas, storage areas, passenger and freight elevators, and club and concession areas, to be scheduled or shared. Licensee agrees that Licensor shall have full, complete and absolute authority to establish the schedules for the use and availability of such services and facilities and to determine when and the extent to which the sharing of any such services and facilities is necessary or desirable, and Licensee agrees to comply with any schedules so established and to cooperate in any sharing arrangements so determined. In no event shall Licensee enter or use any area, part, service or facility excluded from the Premises without first obtaining Licensor’s explicit consent and approval.

  12. LASER, PYROTECHNIC DEVICES, ETC. Licensee shall not use or operate (or allow to be used or operated) any laser and/or pyrotechnic devices in connection with the Event without the prior written consent of the Braves, which may be withheld in its sole discretion. Licensee hereby agrees that with respect to the approved use and operation of any laser and/or pyrotechnic devices in connection with the Event, Licensee shall comply with all laws, rules, regulations, prescriptions, criteria and policies of all Federal, state and local authorities or agencies applicable thereto including, without limitation, the rules, regulations and directives of the City of Atlanta Fire Department. If applicable, Licensee shall provide evidence, satisfactory to the Braves, that it is licensed and insured for the use and operation of laser and pyrotechnic displays. Specifically, (a) the Licensee’s Commercial General Liability insurance policy shall be endorsed to include coverage for liabilities arising out of the use and operation of laser and pyrotechnic devices; and (b) the person(s) supervising and conducting any such laser and pyrotechnic displays should be properly licensed for such activities. If applicable, Licensee shall deliver all supporting documentation confirming Licensee’s compliance with the above requirements at least seven (7) days prior to any Licensee Event.

  13. COMPLIANCE WITH LAWS. This Agreement shall be construed in accordance with the laws of the State of Georgia. Licensee shall comply with the requirements of all laws, orders and regulations of federal, state, county and municipal authorities and with any lawful direction of public officers which shall impose any duty upon Licensor or Licensee with respect to the Premises or other use and occupancy thereof, including such laws, orders and regulations with respect to discrimination as to race, creed, color, disability, sex or national origin. Licensee shall comply with the Standard Terms and Conditions, all rules, orders, regulations or requirements of Licensor and the Georgia Inspection and Rating Bureau or any other similar body and shall not do or permit anything to be done in or about the Premises or bring or keep anything therein which shall increase the rate of fire insurance on the Premises or on property located therein, except as permitted by Licensor, the Atlanta Fire Department, and the Georgia Inspection and Rating Bureau or any other similar authority having jurisdiction.

  14. TAXES, LICENSES AND ADDITIONAL EXPENSES. Licensee shall be responsible for and must pay for all governmental taxes, fees, licenses or other charges related to the performance of the Event, regardless of whether or not the initial liability falls directly upon Licensee. Licensee shall assume all responsibility for and costs arising from the use of patented, trademarked, franchised or copyrighted materials, equipment, devices, or dramatic rights used on or incorporated in the Event including, without limitation, all music licenses required for the performance of the Event (e.g. from ASCAP, BMI, SESAC and any other applicable organization or individual) and all other applicable licenses and permits. Upon written request, Licensee shall furnish satisfactory evidence of such license with Licensor prior to the Event. Any expense or damage which Licensor may incur or sustain by reason of Licensee’s noncompliance with any of the provisions of the Agreement shall be due and payable by Licensee to Licensor in accordance with the terms ofunder this Agreement.

  15. COLLECTIONS. No collecting, whether for charity or otherwise shall be made or attempted in the Premises without the prior written consent and approval of Licensor.

  16. DEFAULT. In the event of any failure of Licensee to pay any sums due hereunder, or any failure to perform any other of the terms, conditions or covenants of this Agreement to be observed or performed by Licensee or if Licensee shall become bankrupt or insolvent, or file any debtor proceedings, or take or have taken against Licensee in any court pursuant to any statute, either of the United States or any State, a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Licensee’s property, or if Licensee makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement, or if Licensee shall abandon said Premises, and after Licensor’s written notice Licensee has failed to cure any of the above conditions within a reasonable time, then Licensor, in addition to all other rights and remedies it may have, shall have the immediate right of reentry and may remove all persons and property from the Premises and such property may be removed and stored in a public warehouse or elsewhere at the reasonable cost of, and from the account of, Licensee, all with written notice or after such notice and opportunity to cure, resort to legal process and without Licensor being deemed guilty of trespass, unless done negligently or while engaging in willful misconduct, or becoming liable for any loss or damage which may be occasioned thereby by Licensor’s reasonable actions. Licensee agrees to pay on demand all expenses (including reasonable outside attorneys’ fees) incurred by Licensor in enforcing any obligations of Licensee in accordance with the terms ofunder this Agreement.

  17. FORCE MAJEURE. If the Event cannot take place, in whole or in part, because of an act of God, an act of terrorism, national emergency, war, labor dispute or any other cause beyond the control of Licensor, or which Licensor is unable to avoid by exercise of due diligence, neither party shall have any obligation or liability whatsoever to the other party as a result thereof.

  18. JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without reference to its conflicts of law principles.

  19. STADIUM OPERATING AGREEMENT/MLB RULES. This Agreement is subject and subordinate to (a) the terms and conditions of the Operating Agreement dated as of March 16, 1993 by and among ANLBC, The City of Atlanta, Georgia, Fulton County, Georgia, and AFCRA, as may be amended from time to time; and (b) the Constitution, By-Laws, rules, regulations, guidelines, directives, policies and agreements of Major League Baseball and MLB Properties as they presently exist or as they from time to time may be amended.

  20. TERMINATION. Licensor shall have the right to terminate this Agreement at any time for any reason or no reason without recourse by giving thirty (30) days’ written notice to Licensee. Upon termination of the Agreement, the parties’ rights and obligations under the Agreement shall cease, with the exception of Licensor’s obligation to repay any deposits to Licensee and those rights and obligations that specifically survive the expiration or earlier termination of the Agreement.

  21. ASSUMPTION OF RISK. Licensee agrees that all of its property or property of others brought or permitted by it upon the Premises shall be at the risk of Licensee and that, except if due to the negligence or willful misconduct of Licensor, Licensor shall not be liable to Licensee for any loss or damage to such property by reason of theft, damage, or other loss, or due to any “force majeure” event (as defined herein).

  22. MISCELLANEOUS. A waiver of any breach of this Agreement or of any of the terms or conditions by either party hereto shall not be deemed a waiver of rights of said party to demand strict compliance with the terms hereof. All rights and remedies contained in this Agreement shall be cumulative and shall not limit any other right or remedy to which a party may be entitled. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto. This Agreement may not be modified, altered, or amended except in writing executed by both parties hereto. This Agreement shall be binding upon and inure to the benefit of successors and assigns of Licensor and Licensee. All notices, statements, accountings, and other documents required to be given or delivered hereunder shall be given in writing either by personal delivery, by certified mail which delivery is evidenced by a signed receipt, or by telex or telecopier unless otherwise specified. All such notices shall be sufficiently given when the same shall be deposited, so addressed, postage prepaid in the mail, or when the same shall have been telexed, telecopies or personally delivered to the recipient. All notices to Licensor shall be copied to Atlanta Braves Team Counsel, and all notices to Licensee shall be copied to Mesquite Productions, Inc., 10202 West Washington Boulevard, Culver City, HC 111, California 90232, Attn: EVP, TV Legal Affairs. If any provision of this Agreement shall be held void, voidable, invalid or inoperative, no other provision of this Agreement shall be affected as a result thereof, and the remaining provisions of this Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein. Reference in the Agreement or the Standard Terms and Conditions to any particular remedy shall not preclude Licensor from any other remedy at law or in equity, including injunction or specific performance. Nothing contained in the Agreement shall be deemed to constitute Licensor and Licensee partners or joint venturers with each other or with other party. Licensee shall not assign, except to its Licenser-approved affiliates (such approval to not be unreasonably withheld, conditioned, or delayed), transfer, hypothecate or encumber, directly or indirectly, this Agreement (including the Standard Terms and Conditions), nor any rights granted or obligations undertaken thereby (including without limitation the sale, merger, stock or asset sale, reorganization, re-capitalization or other transfer of majority equity ownership of Licensee), and shall not permit the Premises or any part thereof to be used or occupied by others, and any attempted assignment to non-affiliates (or affiliates not approved by Licensor) shall be null and void and of no force or effect by others. Licensee acknowledges that the terms and conditions of this Agreement are confidential and agrees not to disclose such terms and conditions except to its employees and agents with a need to know and provided such employees and agents are bound to keep such terms confidential. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same document. Signatures on this Agreement received by Facsimile, Mail, and/or E-mail copies shall be deemed to be legal originals and signatures thereon shall be legal and binding.


END OF STANDARD TERMS AND CONDITIONS




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