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HomeMy WebLinkAboutSavor Indiana/Com Rel/90,000/license agreement f ppNNb SAVOR INDIANA'M �v Television Program Limited Use License Agreement Associated Images Moving Picture Production Company LLC ("Associated Images" and "We," "Our" or "Us"), PO Box 90214, Indianapolis, IN 46290 and The City of Carmel, Indiana ("The City," and "You" or "Your"), One Civic Square, Carmel, Indiana 46032, enter into this Television Program Limited Use License Agreement("Agreement") as of the date of last execution below. WHEREAS, Associated Images is the producer of the SAVOR INDIAN,Ctelevision series ("Series"), which Series is in the nature of a news/educational program and/or documentary, featuring Indiana communities and their respective local amenities, cultural assets, restaurants, and other venues, and WHEREAS Associated Images desires to produce one or more Episodes of the Series in Carmel, Indiana, consisting of six (6) Segments, each (collectively referred to as "The Program"), and to grant the City a limited, non-exclusive license to use the Program in accordance with this Agreement ("Use License"), and WHEREAS, The City desires Associated Images to produce such Episode(s) and Segments, and to obtain a non-exclusive License to use the Episodes and Segments. Therefore, the Parties mutually agree and covenant as follows. 1. Production Responsibilities. The Parties agree and acknowledge that Associated Images, in accordance with national Public Broadcasting System ("PBS") Production Guidelines, with the participation, cooperation and assistance from the City as stated herein, has sole, ultimate responsibility and authority for developing the final production and release of the Episodes, including but not limited to the final edit of all script and video content. Towards that end, the Parties FURTHER agree and acknowledge that: a. Episodes/Segments. Each Episode shall be approximately 26:00 minutes in length (excluding Station Breaks). Each Episode shall consist of six (6) "Segments": one Community Overview Segment (of approximately 3:00 to 4:00 minutes in length), and five (5) Community Amenities (various venues, restaurants and other businesses/activities) Profile Segments (of approximately 22:00 — 23:00 minutes total length). We will also produce appropriate television promos for the Program. Every effort wiil be made to accurately reflect on camera as large and varied a section of Your community's business and cultural diversity as Our production parameters and constraints will allow, taking into consideration the length of time allotted for each Episode and Segment within each Episode, standards of good taste and the nature of the Series and the newsworthy/educational nature of profiled venues and activities within Your community, all within Our sole discretion and judgment. b. City Input. Associated Images will work with the City and selected venue and civic leaders to determine those venues/activities within Your community that meet Our criteria for the Series, for profiling in the Episodes. c. Recommended Venues. In determining Our preferences for which amenities/activities will be the focus of the Episode about Your community, We consider the following: 1) An Opening Overview Segment that helps visitors learn how to find helpful information for planning a visit to the profiled community; 2) An excellent Food/Dining Venue Segment — this need not be a "fine dining" restaurant per se, but one that provides exceptional food, cleanliness, service and value; 3) A Farm to Table Segment; 4) An Arts-Related Segment; 5) An Alcohol Production Segment, i.e., wineries, brew pubs or microbreweries or distilleries; and 6) A Segment about Children's Activities, a Food Producer, Destination Shopping Venue, Recreational Venue, Historical Preservation Venue and/or a Nature/Wildlife Venue. Page 1 of 10 d. Editorial Discretion Lies Solely with Associated Images. You agree and acknowledge that We reserve the right to accept or reject any specifically suggested venues/activities for profiling in the Episode(s), based on Our sole judgment and discretion, taking into consideration the stated purpose of the Series, the newsworthiness and educational value of the venues/activities and other editorial issues that We deem important or advisable, in Our sole discretion. We retain sole editorial discretion as to the number of venue/activity Segments (up to a maximum of five) that We will include in an Episode. In addition, We reserve all editorial control over the content and presentation of all Episodes and Segments, as well as to the naming or title of the Series. e. Scout Days. The Parties agree and acknowledge that "Scout Days" are important (necessary and required) preliminary visits to Your community and the recommended featured venues and locales by Our writer and director (prior to shooting or filming) for the purpose of viewing the venues and locales and interviewing the individual representatives associated with the recommended venues as well as appropriate civic leaders, in order to establish concepts and visual emphases. Provisions must be made at any and all food venues for Us to sample their food and beverages suggested for the Episode(s). 1) Prior to the Scout Day(s), You agree to confirm that all suggested venues and involved individuals have agreed and desire to participate in the production of the Episode, in the event that they are chosen by Us for profiling in a given Segment of the Episode. 2) All venues and individuals ultimately selected for profiling in the Episode will be required to execute waivers and releases that We shall provide. 3) You agree to arrange Our visit(s) to each venue prior to the Scout Day(s), and to coordinate and facilitate Our visits on the Scout Day(s). 4) Associated Images' writer(s) will write scripts based on the Scout Day interviews. f. No Commercial Advertising. You agree and acknowledge that all Segments of the Episode may be used in a bona fide newscast, and that therefore any advertising copy that may be supplied or offered to Us by You or the venues to be profiled will only be used by Us as background information. g. Scripts. We will provide You with preliminary (draft) scripts for the Episode, which You agree to review for factual accuracy. Once You have reviewed the scripts for accuracy and returned them to Us, We will disseminate the scripts to the representatives of the selected profiled venues. h. Shoot Days. "Shoot Days" are those days when Associated Images will have its camera and related production crew and staff on location at the venues to be profiled, for the purpose of shooting the footage necessary for Us to edit down to the final Episode ultimately to be aired. 1) You agree and acknowledge that We expect to work for approximately 8 hours per day, portal to portal, on a standard Shoot Day, and 2) You further agree to facilitate and arrange the cooperation of the profiled venues and their representatives toward that end. i. Associated Images will originate the Episode on professional, broadcast-quality video equipment and supply the distributing television stations with the appropriate format for each of their broadcast systems. j. Waivers and Releases. Associated Images will provide release forms for signature by anyone whose voice, image, or still-photos may appear in any Episode. These forms will indemnify and release both You and Associated Images from any and all claims for damages and/or compensation, and will authorize Us and You to use their images in the Programs and in Page 2 of 10 all promos for the Programs. Parent/Guardian signatures will be required for any and all minors who may appear on any Program. Location release forms also must be signed before we shoot in any location. Property release forms must be signed for items photographed within a location. k. Broadcast Dates and Times. To the extent that we are able, Associated Images will furnish You with television station and cable television outlets' scheduled broadcast air dates and times for the Episode. You understand that independent stations' scheduling is beyond our control and subject to change without notice. I. Underwriting of Production Costs. The City acknowledges and agrees that at this time, the actual cost to produce this Episode of SAVOR INDIANA is approximately $51,000.00 or an approximate average of $8,500.00 per Segment for a six Segment Episode, which production costs are the sole responsibility of Associated Images. 1) The City further understands that Associated Images typically funds production costs through personal and corporate contributions and sales of advertising to third-party underwriters who are in turn given credit during the airing of each Episode. The Parties acknowledge that the City has requested Associated Images to forgo and refrain from soliciting and/or accepting any and all third-party underwriting of its production costs for purposes of this Agreement. 2) As consideration for the City's request that Associated Images forgo obtaining any and all third-party underwriting for the Episodes to be produced pursuant to this Agreement, the city has offered to purchase a limited, nonexclusive Use License for the sum and under the terms and conditions stated herein, for each Episode and Segment produced pursuant to this Agreement. 3) Accordingly, and for the mutual covenants contained herein and in reliance upon the City's promise to purchase a limited, nonexclusive Use License for each Episode and Segment We produce pursuant to this Agreement, Associated Images has agreed to forgo obtaining any and all third-party underwriting of its production costs related to the Episodes and Segments produced hereunder. The Parties further understand that it is vital to protect the work and investments of time and money made by the City, Associated Images and the profiled venues • and individuals in the course of production, so that the Episode remains viable for the full five- year period. 2. The City of Carmel's Responsibilities. In addition to any responsibilities stated above, You also acknowledge and agree to the following duties and responsibilities in partial consideration for the Use License to be granted You hereunder. a. Production Facilitators. You will identify and provide one Primary Production Facilitator and one Alternate Production Facilitator On the event the Primary Facilitator is unavailable at any given time) who shall be authorized by the City of Carmel to perform all of the duties and responsibilities required hereunder. 1) The Production Facilitator will be Our primary point of contact throughout production and post-production (as may be required) of the Episode. 2) In general, the Production Facilitator shall provide Us with information required for the production of the Episode and to facilitate Our access to the locales and venues (and their representatives) to be featured or profiled on the Episode. 3) Your Production Facilitator shall assist Us with scheduling the Scout Day(s) and the Shoot Days and researching information needed for scriptwriting and the edit. 4) Your Production Facilitator shall also be made available to Us on all Scout Day(s) and during the subsequent script-writing process, as well as during pre-production as We finalize shooting and post-production schedules. Page 3 of 10 5) In addition, one of Your Facilitators shall also be made available to Us on Shoot Days and as may be needed for fact-checking during the final edit of the Programs. On the Shoot Days, at least one of the Facilitators needs to be on-site and available to work ahead of the shooting crew, making sure that people and spaces are prepared as agreed, based on the script and pre-determined shooting schedule. 6) We require at least ten (10) business days to compose scripts. Your Production Facilitator must also provide Us with the information needed for scriptwriting not later than five (5) business days into the scriptwriting period. Once We provide the script to Your Production Facilitator for factual review (only), the Facilitator will review the scripts and return any suggested factual corrections to the script to Associated Images not later than three (3) business days prior to the first Shoot Date. 7) Your Production Facilitator must also provide Us with the materials needed for Our edit, including, but not necessarily limited to, still photos, other graphics (maps, plans, drawings, etc.) and requested logos, by the end of the Shoot. 8) A Shooting Schedule will be developed by Us based on information given by the profiled venues and will be provided to Your Production Facilitator. The Shoot Schedule is strict and can only be accomplished through precise timing. Associated Images will then contact each person and organization selected to be profiled in the Episode prior to the Shoot Days in order to ensure their availability and readiness for the Shoot. 9) In the event that any venue is unprepared to participate in the Shoot as scheduled, thereby causing delays, such venue may be cut from the Episode; Associated Images will not be required or obligated to reschedule a missed or delayed Shoot that is not the result of Our dereliction or failure. 10) You agree that Your Production Facilitator shall coordinate with Associated Images' Instructional Designers in gathering information for educational materials about Your community and/or profiled venues to be disseminated through the SAVOR INDIANA website, and the websites of other Endorsing Organizations (whom We will identify). 11) You have identified the following individuals as Your primary and alternate Production Facilitators, and You agree that any change in these designations shall be provided to Us in writing not less than 24 hours in advance of the effective date of the change: Primary Production Facilitator: Nancy Heck, (317) 431-5393 (cell), nheck©carmel.in.aov Alternate Production Facilitator: Melanie Lentz, (317) 460-3498 (cell), mlentzcWcarmel.in.gov b. Materials to be Provided by the City. All graphic, audio and/or video elements You provide to Associated Images must be on a CD, DVD, or sent to Associated Images electronically. All materials for the edit need to be supplied to Us by the end of the shoot. Any delays in receipt of these materials will mean that these elements may not be included in the Episode. Failure to provide these materials in a timely manner may result in a significant delay in airing the Episode. You acknowledge and agree that Associated Images shall not be required to return any such materials to You or any third party. c. Five Year Expected Life of Episode. You understand and agree that the Episode is intended by the Parties to be valid and remain suitable for airing for a period of up to five years from the date of final production and airing. Therefore, it is extremely important to select the venues and individuals who will appear in the Episode with great care. The people and venues are profiled based on the integrity, uniqueness and excellence of their products, methods and service to their communities, as well as upon their general good reputations within the City community. Page 4 of 10 • 1) "Lapsed Segment." In the event that a profiled venue fails or becomes inactive, or should a venue or prominent individual associated with a venue become involved in any situation that reasonably casts doubt about the integrity or excellence of their products, activities, methods or service to their communities, or in the event a profiled venue or a prominent individual associated with the venue does any act or omission that reflects poorly upon the City or the City community as a whole ("Lapsed Segment"), then the Segment will need to be re-created and replaced if that Episode is to continue to be broadcast or otherwise used for the balance of the expected five-year life of the Episode. 2) New Use License. The Parties agree and acknowledge that such "recreating" and replacement of a Lapsed Segment as contemplated above shall constitute and result in a new and separately copyrighted broadcast product and shall require a new Use License and a new Use License fee to be paid by the City to Associated Images. This paragraph shall not be construed to require the production or re-creation of a new segment, in which case no new Use License shall be required to be purchased by the City. 3) Termination of Use License. Failure to recreate and replace a Lapsed Segment will result in that Episode being pulled from broadcasting. In addition, Your License to use the Segment that has Lapsed will terminate. In such an event, the City shall not be entitled to any refund or rebate of any or all of the Use License fee paid pursuant to this Agreement. No other adverse consequence shall accrue to the City or to Associated Images in the event a Lapsed Segment is not recreated and replaced. 4) Termination of Broadcast and Use of Episode with Lapsed Segment. You understand and agree that the broadcasting and/or other use of an Episode containing one or more Lapsed Segments will cause harm to and damage Associated Images' reputation and credibility with its distributors and the viewing public at-large. (a) Therefore, a Lapsed Segment shall cause the immediate cessation of further broadcasting or airing of the affected Episode until such time that the Lapsed Segment has been recreated and replaced. (b) In any event, it shall be the City's responsibility to immediately notify Associated Images in the event it learns of an event that creates a Lapsed Segment. However, in the event Associated Images becomes independently aware that a Segment has Lapsed, and regardless of the City's failure to notify Us of the Lapsed Segment, Associated Images will have the right to unilaterally pull the Episode from further broadcasting and revoke the Use License granted for the Segment that has Lapsed under this Agreement after providing reasonable written notice to the City of its intent to do so. (c) In addition, in the event of a Lapsed Segment that is not recreated and/or replaced, Associated Images will terminate access to the associated internet links to the Lapsed Segments' venues connected to our"YouTube" channel. 3. Limited, Nonexclusive Use License. In consideration for the Licensing Fee to be paid to Associated Images as stated herein, Associated Images will grant You a non-exclusive, indefinite License to use the Episode(s) and Segments contained in the Episode(s) ("Use License") in and for Your own audio or video productions (including, but not limited to, internet videos, promotional videos, computer multi-media presentations, animations, video games and trade shows), all subject to the terms, conditions and limitations contained within this Agreement. a. Vesting of Use License. You acknowledge and agree that regardless of the timing of Your Use License Fee payment(s), that Your actual Use License shall not vest or be transferred to You or otherwise become effective until Our production of the Episode has first been completed and publicly aired or broadcast by Our television distribution partners. b. Licensing Fee. You agree to pay Associated Images the sum of Twenty-five Thousand Dollars ($25,000.00) for the initial License to use the first Episode produced by Associated Images pursuant to this Agreement, which Use License shall include Your right to also use Page 5 of 10 • the Segments produced for the Episode. You may pay this fee in three installments according to the schedule below. The Use License Fee for a second and/or subsequent Episodes (and Segments) shall be determined as a matter of mutual negotiation prior to commencement of Our production of such subsequent Episode(s), though such subsequent production shall be otherwise governed by the terms and conditions of this Agreement unless amended in writing and signed by the Parties. 1) Installments for Use License Fee Payment. The License Fee stated in Section 3.b. above shall be paid as follows: An initial installment of Eight-Thousand, Three-Hundred and Thirty-three Dollars ($8,333.00) shall be due upon completion of the Scouting phase of production. The second installment of Eight-Thousand, Three-Hundred and Thirty-three Dollars ($8,333.00) shall be due upon completion of the Scripting phase of production. The third and final installment of Eight-Thousand, Three-Hundred, and Thirty-four Dollars ($8,334.00) shall be due upon completion of the Shooting phase of production. 2) Use License Fee not for Products or Services. Although these installment payments for the Use License are keyed to the time of various stages of production, the Parties acknowledge and agree that the fee and all installments are not for products or services rendered by Associated Images, but are solely for the Use License granted pursuant to this Agreement. 3) Late Payment of Use License Fee Installment. In the event the City fails to make one or more installment payments on time (within thirty-five (35) days of notice of payment due), Associated Images, in its sole discretion, may suspend Our production of the Episode(s) until the late installment has been paid. 4) Use License Fee Non-refundable in Event of City Default. In the event the City defaults under this Agreement and fails to make payment of one or more Use License Fee installments, We may terminate Our production of the Episode and retain any installment paid by the City to date as reliance damages for the unfulfilled purchase of the Use License. For purposes of this provision only, an uncured late payment of an installment (defined as a payment not made within thirty-five (35) days of notice of payment due) shall be deemed a failure to pay and a default under the Agreement. 5) Use License Fee Refundable in Event Associated Images Fails to Produce Final Episode. In the event We should fail to complete the broadcast-ready production of the Episode for reasons unrelated to the City's conduct or inaction related to any performance under this Agreement, after the City has paid all or a portion of the Use License Fee required under this Agreement, then the City shall be entitled to a full refund of whatever Use License Fee it has paid. c. Additional Terms and Conditions Under This Use License Agreement_ You further acknowledge and agree that this Television Program Limited Use License Agreement shall be subject to the following additional terms and conditions: 1) Payment of Licensing Fees is a Condition to the License. You acknowledge and agree that no rights are transferred to You, nor any use allowed by You under any Use License, until You have paid to Associated Images all fee installments as agreed upon and set forth above and until the production of any Episode (including all Segments therein) produced pursuant to this Agreement has been completed and publicly aired or broadcast by Our television distribution partners. 2) Use Only as Specifically Licensed. You agree that the entire Episode, Segments (and all footage shot by Us during production) remain the property of Associated Images and/or the copyright owner, and that You shall not acquire any title or ownership interest in or to any Episode, Segment or footage, including without limitation any electronic or promotional right or interest, and cannot make, authorize or permit any use of the Episode(s), Segments or footage except as follows: Page 6 of 10 (a) You may sub-license the Episode and/or Segments within the Episode to Venues and Individuals profiled in the SAVOR INDIANA Episode produced pursuant to this Agreement, as well as to any civic or governmental agencies within Your community or region, subject to the same terms and conditions contained in this Agreement. (b) You may sub-license the Episode(s) and/or Segments produced by Us pursuant to this Agreement to Cable television outlets and lodging establishments in Your community for use on their in-house television channels, subject to the same terms and conditions of this Agreement. (c) You may sub-license the Episode(s) and/or Segments produced by Us pursuant to this Agreement to organizations in Your community for use by their Human Resource departments in order to attract employees to Your community under the same terms and conditions of this Agreement. (d) However, and notwithstanding the above, neither You, nor Your sub-licensees, are permitted to reproduce, re-edit, re-mix, re-sell, share, or otherwise transfer the copyrighted materials that are the subject of this Use License, to any other individual, production company or media outlet for use in producing other video (and/or audio) programs or products without the express written permission of Associated Images. (e) Associated Images shall retain all public broadcast rights to the Episode(s) and Segments (and footage thereof). Neither You, nor Your sub-licensees, are permitted to purchase commercial broadcast airtime to air the Episode(s) and/or Segments (or footage thereof) produced by Us pursuant to this Agreement. (f) Any use of the Episode and/or Segments by You other than the use described in this Agreement is strictly prohibited. 3) Use License Not Assignable or Transferable. You acknowledge and agree that the Use License conferred pursuant to this Agreement is not transferrable or assignable other than as expressly provided herein pursuant to permitted sub-licenses. d. Indemnification for Tortious Use of Footage. You agree to not use any Episode or Segment, or excerpts of any Episode or Segment, in any manner that might reasonably be considered defamatory or otherwise tortious, whether directly or in context of or in juxtaposition with specific subject matter. You further agree not to use or permit the use of any Episode or Segment, or excerpts of any Episode or Segment, in any way that knowingly violates the rights of another. You agree to indemnify and hold Associated Images harmless from any and all claims, damages, liabilities and/or lawsuits (including attorneys' fees) arising from, caused by, or related to, directly or indirectly, any such defamatory, tortious or violative use of the Episode or Segment, or excerpts of any Episode or Segment by You. e. Copyright Notice. As a condition to granting You a Use License to any Episode and/or Segment, and as a condition to Your use of excerpts of any Episode or Segment pursuant to such License, You agree to provide copyright protection for Associated Images. 1) You shall ensure that Our Notice of Copyright Protection, which we will have embedded upon and within the Episode(s) and all Segments within the Episode(s), is reflected and included as part of any and all excerpts from the Episode and/or Segments that You may choose to use in accordance with this Agreement. No right is granted to publish or use Episode(s) and/or Segments (and/or excerpts of same) without including Our copyright notice. 2) You acknowledge and agree that the publication or other use of any Episode or Segment, or excerpts of any Episode or Segment, without including Our copyright notice, is a material breach of this Agreement. Page 7 of 10 f. SAVOR INDIANA—Website. With purchase of the Use License to be conferred pursuant to this Agreement (and subsequent to the public airing or broadcast of the Programs by Our television distribution partners), You and the profiled M venues shall be granted permission to link Your (and their) websites to the SAVOR INDIANA website. Similarly, You acknowledge and agree that We may insert a link in Our website to the City of Carmel's website. 1) Subsequent to the public airing or broadcast of the Program by our television distribution partners, the individual Segments produced pursuant to this Agreement will be posted on the SAVOR INDIANA website and on Our YouTube channel. After the initial public broadcast of the Program, We strongly encourage You and the profiled venues to link to both Our website and YouTube channel in order to increase public dissemination of the Segments featuring Venues within the City of Carmel. 2) Educators will also be able to access the SAVOR INDIANATM Segments about Your community on the first date that the Episode is posted to the SAVOR INDIANA website. Educators will also be able to access age appropriate Extended Learning Resources. g, Delivery of Copyrighted Broadcast Materials to the City of Carmel. Associated Images will deliver one (1) DVD copy of the Episode (our copyrighted broadcast material) to You within one month of the original air date of the Episode. You, in turn, shall provide Us with written notification of each and every third party to whom You intend to provide a copy of Our copyrighted broadcast material as sub-licensee, including the name of the third party (and/or its authorized representative) and their contact information, including address and phone number. 4. Miscellaneous Provisions. This Agreement is further governed by the following provisions: a. E-Verify Compliance. Associated Images represents and warrants that it has enrolled in the E-Verify Program and complies with Ind. Code § 22-5-1.7 et seq. Documentation of Our enrollment has been provided to You (or will be provided upon request). You represent and warrant that the City of Carmel has also enrolled in and complies with the E-Verify program. The Parties acknowledge and agree that they shall continue such participation and compliance so long as the Program remains in force and effect within the State of Indiana. b. Iran Certification. Pursuant to I.C. § 5-22-16.5, We certify that, in signing this document, we do not engage in investment activities within the Country of Iran. c. General Mutual Indemnification. Both Parties to this Agreement shall indemnify and hold the other harmless, including their respective officers, officials, employees, contractors and/or agents from all losses, liabilities, claims, judgments and liens, including but not limited to, all damages, costs, expenses and attorneys' fees arising out of any intentional or negligent act or omission by that (the indemnifying) party and/or any of its officers, officials, employees, contractors and/or agents in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. d. Governing LawsNenue. This agreement shall be governed by the substantive and procedural laws of the State of Indiana, as well as by all ordinances and codes of the City of Carmel, Indiana. Venue of any judicial proceeding commenced to enforce or construe this Agreement shall be exclusively within the courts of Hamilton County, and the Parties hereto waive any right to a trial by jury. e. Waiver of Provisions. Any waiver of any breach of this Agreement by either party shall not be construed to create, imply or infer any subsequent or future waiver of any part of this Agreement. t. Authority. By their respective signatures below, the representatives of the Parties represent and warrant that each is authorized to execute this Agreement and to bind their principals accordingly. Page 8 of 10 g. Equal Bargaining/Contract Construction. The Parties hereto acknowledge and agree that each has had ample opportunity to consult with legal counsel and that neither Party has any undue influence over the other. Accordingly, any construction or interpretation of this Agreement by any court of competent jurisdiction shall not construe the Agreement in favor of or against either Party as the drafter of the Agreement. h. Headings for Convenience Only/Singular & Plural. All headings within this Agreement are for convenience only and do not constitute substantive terms that determine, limit, expand or otherwise alter the intent of the parties. Use of the plural or singular number shall be construed interchangeably as the context may require. i. Breach of Agreement. In the event of any breach of this Agreement by either Party, the non-breaching party shall be entitled to recover its costs and reasonable expenses related to the enforcement of the Agreement, including but not necessarily limited to the payment or reimbursement of its reasonable attorneys' fees. For purpose of this provision, the Parties distinguish between "non-breaching" and "prevailing" Parties, as may be defined by prevailing Indiana law. j. Entire Agreement. This Agreement supersedes any and all prior oral and/or written agreements between the Parties regarding the subject matter of this Agreement. All prior understandings between the Parties are conclusively presumed to have been merged and integrated into this Agreement. This Agreement may be modified only by a written amendment signed by both Parties. END [THIS SPACE LEFT BLANK INTENTIONALLY] [SIGNATURE PAGE FOLLOWS] Page 9 of 10 SAVOR INDIANA'U Television Program Limited Use License Agreement [SIGNATURE PAGE] ACCEPTED BY: ASSOCIATED IMAGES MOVING PICTURE PRODUCTION COMPANY LLC P.O. Box 90214 Indianapolis, IN 46290-0214 By: �:.� .. �. 7/- 1, v1/,4/, Marla M. Williams, its Sole Member / Dat THE CITY OF CARMEL, INDIANA (I/we certify that I/we have the authority to enter into this Agreement by and for the City of Carmel and to commit and authorize the foregoing financial commitments contained herein) James Brainard, Presiding Officer Date 79L5, 2//91 y Mary An Burke, Member ate ailq Lori Watson, Member Date ATTEST: /2(1 L, c;711—1 Diana Cordray, IMAC, Clerk-yeas rer Date/ Page l0 of 10 �,i I \�/ of Carmel CERTTIFICATEENO 003 20155M 02 p PAGE -" �' a PURCHASE ORDER NUMBER 1 FEDERAL EXCISE TAX EXEMPT 26845 35-60000972 ONE CIVIC SQUARE THIS NUMBER MUST APPEAR ON INVOICES,A CARMEL, INDIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SLIP FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL- 1997 SHIPPING LABELS AND ANY CORRESPONDENC 1RCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 8/16/2013 Associated Images Moving Picture City of Carmel VENDOR Production Company LLC SHIP Dept. of Community Services & P. O. Box 90214 TO Economic Development Indianapolis, IN 46290 One Civic Square Carmel, IN 46032 ;ONFIRMATION BLANKET CONTRACT \PAYMENT TERMS FREIGHT QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION For professional services related to video production $90 , 000 . 00 Savor Indiana $45 , 000 . 00 Extraordinary IN $45 , 000 .00 $90 , 0�0000) -. (. f , -,1. A- 0 4 \ : L. 'L A �; f L 1 t AI, as N . Send Invoice To: . w� r 1203/4359300 �''"` $90 , 000 . 00 PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT • NP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. SHIPPING INSTRUCTIONS • I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN •SHIP REPAID. THIS >9 -•-aitiel!t FICIENT TO PAY-OR1THE ABOVE ORDER. •C.O.D.SHIPMENTS CANNOT BE ACCEPTED. (` r •PURCHASE ORDER NUMBER MUST APPEAR ON ALL ORDERED BY 1 • SHIPPING LABELU. b"1- 1 A •THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 TITLE /`/�Jy' _y AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. 2 6 $ 4 5 CLERK-TREASURER DOCUMENT CONTROL NO. VENDOR COPY