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HomeMy WebLinkAboutReso 1973-6954Form No. 342 Rev. 9-71 RESOLUTION NO. 6954 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF C$iULA VISTA, APPROVING AGREEMENT BETWEEN THE CITY OF HULA VISTA AND WALT DISNEY EDUCATIONAL MATERIALS COM~ANY FOR SIX YEAR LEASE OF FILM AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT The City Council of the City of Chula Vista does hereby resolve as follows: NOW, THEREFORE, BE IT RESOLVED that that certain agreement between THE CITY OF CHULA VI5TA, a municipal corporation,liand WALT DISNEY EDUCATIONAL MATERIALS COMPANY, for six year base of film ~ 24th dated the day of July 1973 ~ copy of which is attached hereto and incorporated herein, the sam as though fully set forth herein be, and the same is hereby approve. I BE IT FURTHER RESOLVED that the Mayor of the City of Chula Vista be, and he is hereby authorized and directed to execute said agreement for and on behalf of the City of Chula Vista. ', Presented by a/ ~cc-c~c.~ .~- Bluma Levine, Libr rian George Approved as to form b . Lindberg, City Atto ADOPTED AND APPROVED by the CITY COUNCIL of theIICITY OF CHULA VISTA, CALIFORNIA, this 24th day of July , 19 73 , by the following vote, to-wit: AYES : Councilmen Scott, Hobel, Hamilton, Hyde, Egdahl Ili NAYES: Councilmen None tits5 ATT STA COUNTY OF SAN DIEGO ) ss. ', CITY OF CHULA VISTA ) ~I I, City Cler~C of the City of Chula Vista, California, DO HEREBY CERTIFY that the above~is a full, true and correct copy of Resolution No. and that thelsame has not been amended or repealed. DATED I City Clerk ~~ ©,SNEY E®UCAT~®Nq~ M ~x ~ ~ ArE ~ ~ ~,,,,,. R I'4' L~ C O M pA N Y ~. ,,;'' TEL. 213/240-9160 r ~~ ~ 800 SONORA AVENUE GLENDALE, CALIFORNIA 91201 .1 .,..E „, y FILM AGREEMENT . (PUBLIC BOOK LIBRARY) AGREE~4ENT entered into the day and year appearing at the end hereof between WALT DISNEY EDUCATIONAL :~1ATERIALS C0~~IPANY, a California corporation hereinafter referred to as "Disney" and CHULA VISTA PUBLIC LIBRARY - 276 l+th Avenue -Chula Vista, Californial, 92010 hereinafter referred to as "Library". . This agreement is entered into with reference to the following facts: Walt Disnev Productions has heretofore produced certain motion pictures and has licensed Disney to make such films available to public book libraries, including the library herein named, for projection jin the manner. and subject to the provisions hereinafter set forth, the titles of which films are contained in a "CATALOG OF FILMS AVAILABLE" heretofore furnished to Library. ~, Library has applied to Disney for a lease with respect to prints of the specific films named in the Sched- ule which is attached hereto, marked "Exhibit A" and made a part hereof, and desires to ljave the right and privilege of applying from time to time for a lease with respect to additional prints of saidfilms and/or with respect to prints of other films which Disney has made available, or hereafter may make available, to public libraries for use as herein provided. NOW, THEREFORE, in consideration of the premises and of the mutual promises herein contained it is agreed between the parties as follows: THE LICENSE 1. Subject to the terms and conditions hereinafter set forth Disney grants to Library and~',Library accepts, a limited and non-transferable license of 16mm sound prints of the films named in Exhibit A he>~eto attached, with the right to retain possession thereof during the term herein provided and for projection only fpr educational pur- poses and only in the manner and specifically subject to the provisions hereinafter set forth. 2. The right to apply for a license with respect to additional 16mm prints of films named i~r Exhibit A hereto attached, and/or 16mm prints of other films which Disney may make available shall at all times be subject to the following terms and conditions: Such request may be in the form of a requisition, purchase order or other similar instrument customarily used by Library and shall be referred to herein as Library's "application". Such application shad specify, by titles, the films desired by Library and also the number of prints which it desires of each such film.''. Upon Disney's acceptance of Library's application made under this Paragraph 2 the films and/or prints covered thereby shall be deemed to be brought within the scope and operation of and be controlled by this agree- ment as though specifically named in Exhibit A hereto attached at the date of the execution hereof (except that the commencement of the term of the lease with respect thereto shall be determined in accor ance with subpar- agraph 3[b) hereof), and said Exhibit A shall be accordingly supplemented in writing. Disne}~ shall transmit one copy of such supplement to Library for attachment to Library's copy of this agreement and 1Disney shall attach to its copy hereof one copy of such supplement. Disney shall have the absolute right, in its sole discretion, to determine whether or not said application for additional prints shall be accepted, either in whole or in part, but will not withhold its acceptance thereof capriciously. THE TERM 3. (a) The term of this license with respect to each film named in Exhibit A hereto shall be the period of six (8) years commencing Tama,•e 7 , 1 q71~ / ,. , 16MM FILMS 8MM FILMS 8MM LOOP FILMS STUDY PRINTS FILM STRIPS RECORDS PUBLICATIONS ,,,,~, ' (~~) The term of this lease with respect to each film or print hereafter brought within the scope and. ope- ration of this agreement in the manner above provided shall be the period of six (6) years• from and after the date of the transmittal letter or shipping advice accompanying the delivery of such film or print to Library. OPTION TO RENEW 4. I3y written notice served on Disney within thirty (30) days after the expiration of the original term appli- cable to any print, or at any time before such expiration if a print becomes unusable, the Libr ry may acquire from Disney a new, replacement print of the same film, upon the payment of a fee equal to ei~ty-five per cent (85%) of the then prevailing license fee applicable to prints of that film. In such event a newt term of six (6) years shall come into effect with respect to such new print, which new term shall commence as lof the expiration of the original term, or upon the Library's acquisition of such new print, whichever shall first occur. PRINT DELIVERY 5. (a) Within thirty (30) days after the date hereof Disney agrees to deliver to Library the umber and type of films or prints specified in Exhibit A hereto. (b) Within thirty (30) days after its acceptance of Library's application for films or prints other' than those listed in Exhibit A hereto, Disney will deliver to Library the number and type of films of prints specified in Library's application therefor. ', (c) The films or prints delivered to Library hereunder will be new and of good sound an~ picture quality. The obligation of Disney to deliver any film or prints is subject to the availability of the same aid the failure of Disney to deliver, or any delay in delivering, any print or prints due to its or their unavailability shall not be a violation hereof. PAYMENT OF LICENSE FEES 6. (a) With respect to each film licensed to Library pursuant hereto Library agrees to pay to Disney sums of money as follows: (i) in the case of films named in Exhibit A at the date hereof the amount shown opposite the title of such film in the column headed "Total Lease Fee", provided, however, that Library shall Dave the right, if it so elects, to pay such sums in three (3) equal annlral in- stallments as hereinafter provided; and (ii) in the case of films (or prints of films) hereafter brought under this agreement', in the manner provided above, the amount shown opposite the title of such film in the golumn headed "Total Lease Fee" in the Supplement to Exhibit A which serves to bring sucth film under this agreement provided, however, that Library shall have the right, if it so lelects, to pay such sums in three (3) equal annual installments as hereinafter provided. (b) If Library so elects to make payment in installments, the first installment shall beco~gne due and pay- able to Disney upon the tenth day next following the Library's receipt of the shipment of filmsior prints giving rise to the Library's obligation to make such payment, and the second and third installments oi-e year and two years respectively thereafter. (c) It is understood and agreed that at any time prior to the maturity of the second instillment or, if the second instalhnent shall have been paid, then prior to the maturity of the last installment payment, Library may terminate the lease as to any number or all of the films or prints of films by giving Disney thirty (130) days written notice of its election so to terminate. (d) In the event Library elects to terminate in the manner specified in sub-paragraph (c) above, it agrees to return promptly thereafter to Disney, postage prepaid, the prints so affected by such termination. After Library has so notified Disney of its election to terminate and has returned the prints Library shall thereupon be relieved of its obligation to pay any installments thereafter accruing on such prints so returned. CONDITIONS OF 115E 7. The foregoing license, and the use by Library of any and all films or prints used by it pursuant hereto are and shall be subject to the following express conditions: (a) That the films and prints shall be loaned out to film users only for purposes consistept with Library's normal loaning policies. (b) That under no circumstances or conditions whatsoever shall any film or print be loaned out with permission, expressed or implied, to exhibit the same to an audience where an admission is charged, or under any circumstances or arrangements from which Library or any third party shall derive monetary gain. Any projection or exhibition of said film or said prints thereof by television or radio or by any means other than from motion picture projectors projecting in the immediate presence of the audience, is expressly prohibited. (e) That under no circumstances shall the availability of such films be advertised by the use of space ad- vertising in newspapers, magazines, radio or television. -,,~ ~ 2263 h -'-~~/ ~~ D,SNEY EDUCq~-~ONgC ~~ , ~~ TE~''q`S COMPANY TITLE 8. The title and ownership of said prints shall remain in Disney at all times. Library understands that nothing contained in this agreement authorizes it, and it is not so authorized, to reproduce, to duplic~ te, to edit, cut, or in any way change any of the films or prints furnished to it by Disney. Without limiting the generality of the forego- ing it is specifically understood that all screen credits ana copyright notices shall remain unchanged and shall appear in the same manner as they appear on the films or prints furnished to Library hereunder. PRINT WEAR AND DAMAGE 9. (a) In the event any print furnished to Library hereunder shall become unusable, ',because of normal usage, during the term of this lease, Disney shall be under no obligation to refund any portign or all the consid- eration paid to Disney for or under this license. . (b) In the event, however, that any print furnished to Library hereunder shall beco~+ne unusable during the term of this lease because of damage thereto resulting other than from normal usage, Disney agrees to furn- ish replacement footage to Library, at Library's expense. RETURN OF EXPIRED PRINTS 10. It shall be the obligation of Library to promptly deliver to Disney, shipping or parc$1 post charges pre- paid, all films or prints with respect to which the lease herein contained shall have expired br been terminated. LOST PRINTS 11. In the event any film or print delivered hereunder is lost, stolen or destroyed, Lib>~ary shall promptly notify Disney thereof and shall supply Disney with satisfactory proof of such loss, theft or destruction, setting forth fuIl details thereof. CHANGES AND ADDITIONS TO CATALOG 1~. Disney reserves the right from time to time and at its sole discretion to modify or amend the aforemen- tioned catalog by adding to, removing from and/or substituting, titles of pictures produced ~y it. The removal, however, from said catalog of the title of any picture shall not affect or prejudice the right o Library under any license which theretofore shall have taken effect with respect to such removed picture. GOVERNING LAW 13. This agreement is executed in the State of California, United States of America, ands shall be governed aad interpreted in accordance with the laws of said State. IN WITNESS WHEREOF, the parties hereto have executed this instrument this 27th day CHULA VISTA PUBLIC LIBRARY Library By WALT DISNEY EDUCATIONA>~ 1\1ATERIALS CO By •,_____; EXHIBIT A License Period January 1, 1974 To December 31, 1979 Disney Total Title P 0 56i+7 Print No. (s) Lease Fee HOUND THAT THOUGHT HE WAS A RACCOON $380.00 NOTE: If you maintain a film library it is possible you may assign your own print number or accession number to the print (s) covered by this agreement. We strongly urge you to note and retain the Disney pprint number somewhere in your records for future reference. Discussions relating to the ordering of replace- ment footage, extension of lease term, print replacement, etc. can all be handled much more efficiently if you are able to refer to the Disney print number. ~~~~~~