CM-12-10-207CA' 17.10'713'1 RECEIVED
OCT 182012
LEGAL DEPARTMENT APPROVAL FOR CITY COUNCIL/CITY MANAGER ACTION
Required for Submission of ALL City Council and City Manager Items
Department Name: Administration
Project Mgr/Resource: Will Hampton / Kristin Brown
ElCouncil Action:
ORDINANCE
Agenda Wording
Project Name: Location Release
The Ogilvy Group, Inc. dba Ogilvy & Mather Chicago
Contractor/Vendor: and client Kimberly Clark Corporation
RESOLUTION
City Manager Approval
CMA Wording
Consider executing "Location Release" with The Ogilvy Group, Inc. for filming of Huggies commercial
Attorney A prove(
Attorney
Notes/Comments
Date la. (F. re_
City signs first. Sara, please fill in all info under signature block for Steve Norwood. City Manager will also need to initial first page,
second paragraph up from bottom (where I have inserted the words "To the extent allowable by law"). Kristin Brown has told Lega
she has filled the City Manager in and has gotten his permission re: getting this document signed immediately.
O:\wdox\SCCInts\0119\1201\MUNICIPAL\00256690.XLS Updated 6/3/08
cliA7
LOCATION RELEASE
Property: Old Settlers Park, Main Street, MainStreet Plaza, City Hall, old water tower
Owner: City of Round Rock, Texas, a Texas home—rule municipality
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Owner hereby grants to
The Ogilvy Group, Inc. d/b/a Ogilvy & Mather Chicago ("Agency") and its client Kimberly Clark Corporation ("Client") and
their production company Supply & Demand Integrated and to each of their respective parents, subsidiaries, affiliates,
divisions, agents, licensees, designees, successors and assigns (collectively, the "Licensees"), the right and permission: (a) to
enter the Property identified above with any sets, props and/or equipment, and (b) to photograph, film, videotape and/or
otherwise record the Property, in whole or in part, as well as all images and sounds visible and/or audible while present at the
Property, including without limitation all names, signs, artwork, props, trademarks, trade names, trade dress, service marks
and/or copyrighted material which are located on and/or associated with the Property. All physical embodiments of filming,
photography, videotaping and/or other recording at and/or of the Property shall hereinafter be known as the "Footage."
Owner grants to Licensees the irrevocable right and permission to reproduce, publish, distribute, display, broadcast, exhibit,
and/or in any other way use the Round Rock, Texas name, trademark and logo ("Round Rock Marks") and the Footage,
worldwide, an unlimited number of times, in perpetuity, royalty -free, in any manner, alone and/or accompanied by other
material, for any purpose whatsoever, including without limitation for purposes of advertising, publicity, merchandizing,
trade, promotion and/or marketing for Client, in any and all media now known or hereafter invented (the "Materials").
All right, title and interest in and to the Footage and the Materials, including without limitation, the copyright rights therein,
shall be and remain vested in Client. Owner irrevocably waives any and all right to inspect and/or approve the Footage, the
Materials, the Round Rock Marks, or their use.
Owner warrants and represents that: (a) Owner owns and/or controls all right, title and interest in and to the Property and the
Round Rock Marks; (b) Owner has the full right and authority to enter into this Release and grant all of the rights granted
herein without violating the legal or equitable rights of any third party; (c) no other consents, rights or approvals are
necessary from any other party for any Licensee to use the Property or the Round Rock Marks in accordance with the terms
of this Release and/or to exercise the rights granted herein; (d) neither Owner nor any other person and/or entity will have any
right to receive any fee, royalty or other monetary compensation of any kind in connection with the rights granted herein; and
(e) Licensees' use of the Property and the Round Rock I ; rks as permitted herein will not violate or infringe any third party's
rights.
To the extent allowable by law, ere'
Owner releases, discharges and agrees to indemni , . efend and hold Licensees harmless from and against any and all claims,
actions, losses, liabilities, judgments, damages, costs and/or expenses (including without limitation reasonable attorney's
fees) (collectively, "Claims") arising from and/or relating to: (a) Owner's breach or alleged breach of any of Owner's
representations and warranties contained in this Release; and/or (b) the use of the Property, Footage, Materials or Round
Rock Marks as permitted by this Release, including without limitation Claims for copyright infringement, trademark
infringement, violation of the right of privacy and/or publicity, invasion of privacy, trespass, and libel. Owner acknowledges
and agrees that Licensees shall not have any obligation to Owner to use the Property, produce the Materials, include the
Footage or Round Rock Marks in the Materials, and/or to give credit of any kind to Owner in any materials produced under
this Release.
This Release contains the entire understanding between the parties regarding the subject natter hereof and supersedes all
prior understandings and agreements. No waiver, modification or additions to this Release shall be valid unless in a writing
signed by Owner and Agency. This Release shall be construed and enforced in accordance with the law of the State of New
York without regard to its conflict of law and/or choice of law principles and each party submits to the exclusive jurisdiction
and venue of an appropriate state or federal court located in New York County in the State of New York for any action or
proceeding arising out of or relating to this Release. The undersigned warrants and represents that he/she is fully empowered
by Owner to execute this Release and is 18 years of age or older.
AGREED AND ACCEPTED:
OWNER
Ey Its Authorized S' • • . tory
e NIA/wpm(
pm(
Signature:
Printed Name:
Address:
Date/VI/XL— , 2012
Z.21 e-• mst.i a S+. ILowid 12 ode, TR 'Bu (2 Li
E -Mail Address: Shia )Y wood @tjIdY(JC4Cxa5 Phone: /511 ) 1 f gq si C7
.J-
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LOCATION RELEASE
Property: Old Settlers Park, Main Street, Main Street Plaza, City Hall, old water tower
Owner: City of Round Rock, Texas, a Texas home—rule municipality
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Owner hereby grants to
The Ogilvy Group, Inc. d/b/a Ogilvy & Mather Chicago ("Agency") and its client Kimberly Clark Corporation ("Client") and
their production company Supply & Demand Integrated and to each of their respective parents, subsidiaries, affiliates,
divisions, agents, licensees, designees, successors and assigns (collectively, the "Licensees"), the right and permission: (a) to
enter the Property identified above with any sets, props and/or equipment, and (b) to photograph, film, videotape and/or
otherwise record the Property, in whole or in part, as well as all images and sounds visible and/or audible while present at the
Property, including without limitation all names, signs, artwork, props, trademarks, trade names, trade dress, service marks
and/or copyrighted material which are located on and/or associated with the Property. All physical embodiments of filming,
photography, videotaping and/or other recording at and/or of the Property shall hereinafter be known as the "Footage."
Owner grants to Licensees the irrevocable right and permission to reproduce, publish, distribute, display, broadcast, exhibit,
and/or in any other way use the Round Rock, Texas name, trademark and logo ("Round Rock Marks") and the Footage,
worldwide, an unlimited number of times, in perpetuity, royalty -free, in any manner, alone and/or accompanied by other
material, for any purpose whatsoever, including without limitation for purposes of advertising, publicity, merchandizing,
trade, promotion and/or marketing for Client, in any and all media now known or hereafter invented (the "Materials").
All right, title and interest in and to the Footage and the Materials, including without limitation, the copyright rights therein,
shall be and remain vested in Client. Owner irrevocably waives any and all right to inspect and/or approve the Footage, the
Materials, the Round Rock Marks, or their use.
Owner warrants and represents that: (a) Owner owns and/or controls all right, title and interest in and to the Property and the
Round Rock Marks; (b) Owner has the full right and authority to enter into this Release and grant all of the rights granted
herein without violating the legal or equitable rights of any third party; (c) no other consents, rights or approvals are
necessary from any other party for any Licensee to use the Property or the Round Rock Marks in accordance with the terms
of this Release and/or to exercise the rights granted herein; (d) neither Owner nor any other person and/or entity will have any
right to receive any fee, royalty or other monetary compensation of any kind in connection with the rights granted herein; and
(e) Licensees' use of the Property and the Round Rock Marks as permitted herein will not violate or infringe any third party's
rights.
To the extent allowable by law, 4111.
Owner releases, discharges and agrees to indemni , defend and hold Licensees harmless from and against any and all claims,
actions, losses, liabilities, judgments, damages, costs and/or expenses (including without limitation reasonable attorney's
fees) (collectively, "Claims") arising from and/or relating to: (a) Owner's breach or alleged breach of any of Owner's
representations and warranties contained in this Release; and/or (b) the use of the Property, Footage, Materials or Round
Rock Marks as permitted by this Release, including without limitation Claims for copyright infringement, trademark
infringement, violation of the right of privacy and/or publicity, invasion of privacy, trespass, and libel. Owner acknowledges
and agrees that Licensees shall not have any obligation to Owner to use the Property, produce the Materials, include the
Footage or Round Rock Marks in the Materials, and/or to give credit of any kind to Owner in any materials produced under
this Release.
This Release contains the entire understanding between the parties regarding the subject matter hereof and supersedes all
prior understandings and agreements. No waiver, modification or additions to this Release shall be valid unless in a writing
signed by Owner and Agency. This Release shall be construed and enforced in accordance with the law of the State of New
York without regard to its conflict of law and/or choice of law principles and each party submits to the exclusive jurisdiction
and venue of an appropriate state or federal court located in New York County in the State of New York for any action or
proceeding arising out of or relating to this Release. The undersigned warrants and represents that he/she is fully empowered
by Owner to execute this Release and is 18 years of age or older.
AGREED AND ACCEPTED:
OWNER
13y Its Authorize
Signature:
Printed Name:
Date://DIP A. , 2012
Address: ZZ L V • ''V^:1,a Sk . F -CV l& W T-)( l!L
E -Mail Addressgt( w@nwki I J( lov Phone: (c\ 2) 2. (v —9-11 0