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HomeMy WebLinkAboutC-2703flop -26 C- 2,10,E Television Location Agreement This Agreement ( "Agreemenr) is entered into by and between the City of Arcadia (hereinafter collectively "Arcadia "), and Pilgrim Operations, Inc. and Pursuit Productions, Inc. (hereinafter collectively "Producer") with respect to Producer's use of the real property and improvements described below (the "Premises ") in connection with the production of Producer's television special program tentatively entitled "WORLD'S WILDEST POLICE VIDEOS" (the "Program "). Arcadia and Producer agree as follows: 1. The location and description of Premises are as follows: City of Arcadia Police Department 250 W. Huntington Drive, P.O Box 60021, Arcadia, CA 910666021 2. For good and valuable consideration, Arcadia hereby grants to Producer the following rights, when accompanied by an Arcadia representative designated by the Chief of Police, and after Producer has obtained the necessary film permit from the county or city (as applicable) prior to filming or photography on the Premises: (a) the right and license to enter and remain upon the Premises with personnel and equipment for the purpose of photographing scenes for the Program between 2012 and 4 I a: , 2012 (subject to mutually agreed upon change on account of weather conditions or changes in production schedule). (b) the right to bring such personnel and equipment as Producer may reasonably determine necessary Into the Premises for the purpose of exercising Producer's rights hereunder. Producer may also construct on a stage a replica of the interior or exterior of the Premises as Producer may determine and Producer shall not be required to depict the Premises In any particular manner. (c) the right to take videotapes, still photographs and sound recordings on or of the Premises and edit and change the videotapes, photographs or recordings in any manner as Producer sees fit. (d) the right to photograph and depict the Premises and to take exteriors and interior shots of any building or other improvements located on said Premises and photograph any animal, automobiles, or any other objects on the Premises as Producer may choose; provided, however, that Producer shall not film any Arcadia or Arcadia Police Department signage, badges, logos, patches and/or other Identifying marks and shall remove and /or modify (e.g. blur) any content that identifies Arcadia or Arcadia Police Department prior to public exhibition of the Program. (e) the irrevocable right to make any and all uses of such videotapes, photographs and /or recordings, or any portions thereof, anywhere at any time as Producer deems 1 fit, including but not limited to, by way of theatrical exhibition, television broadcasting, and any other method of exploitation, whether now known or hereafter devised, together with the right to display and use, and to authorize others to display and use, such videotapes, photographs or recordings for advertising, publicizing, promotion, or otherwise exploiting the program, or any of Producer's rights hereunder. 3. Producer agrees that it shall not unlawfully or unreasonably disrupt the Arcadia Police Department or the use of the Premises or any Arcadia equipment while filming or conducting other activities related to the Program. 4. Producer hereby agrees that any and all of its employees and agents who intend to enter the Premises or film Arcadia personnel shall provide all personal information necessary for security screening by Arcadia. Any of Producer's employees or agents who do not pass Arcadia security screening will not be permitted to enter the Premises or film Arcadia personnel. 5. Nothing herein shall obligate Producer to take video tapes, still photographs or sound recordings, or to use said pictures, photographs or recordings, or to otherwise use the Premises, but Producer reserves the right to complete any photography or recording commenced on the Premises. 6. Notwithstanding any of the foregoing, Producer hereby acknowledges that Arcadia is not required to give Producer, its employees or agents access to the Premises or any other Arcadia premises or any law enforcement incident response or scene at any time for any reason. In addition, Arcadia may exclude Producer, its employees or agents from the Premises or any Arcadia premises or any law enforcement incident response or scene at any time for any reason. 7. Producer acknowledges and agrees that it is solely responsible for obtaining and shall obtain all necessary releases or licenses from Arcadia agents, officers, servants and employees, or any other person, to film, tape, photograph and otherwise record these individuals and use each of their likeness (including without limitation, their likeness on camera or in photographs taken by Producer or otherwise), voice, name, persona, and biographical material and any other reproduction of their physical likeness (as the same may appear in any still camera photography and /or film or tape) in and in connection with the production, distribution, sale, licensing, marketing, advertising, merchandising, promotion, exhibition, publicizing and other exploitation of the Program. Arcadia is not responsible for obtaining any releases or licenses from its agents, officers, servants, and employees or any other person, and Arcadia will not prohibit or hinder Producer from seeking such releases or licenses that Producer deems necessary to the production. 8. Arcadia hereby acknowledges that Arcadia has no interest of any kind or nature whatsoever in such videotape, still photographs or sound recordings, made or taken by Producer on or of the Premises and Arcadia agrees that Producer shall have all rights therein. All sets, props, equipment and other paraphernalia brought upon the Premises by Producer shall be and remain Producer's property and none of said 2 sets, props, equipment or paraphernalia shall become fixtures by reason of their installation on the Premises; Producer agrees to remove all sets, props, equipment and other paraphernalia and debris brought upon the Premises by Producer upon completion of such use and to leave the Premises in the same condition as it was prior to Producer's activities on the Premises. 9. INDEMNITY AND RELEASE. Producer shall indemnify Arcadia and the Arcadia Police Department, and their officials, officers, and employees, and save and hold each and all of them harmless of and from any and all loss, costs, damage, liability and expenses, including reasonable attorneys' fees, with respect to any breach by Producer of this Agreement and any claim of any nature whatsoever arising out of any negligent or malicious act or omission of Producer, Producer's employees and agents, including but not limited to, the failure to obtain any necessary releases or licenses from any person filmed or photographed. Producer shall indemnify Arcadia and the Arcadia Police Department and their officials, officers and employees and save and hold each and all of them harmless of and from any and all loss, costs, damage, liability and expenses, including reasonable attorneys' fees, with respect to any death, injury or property damage or loss suffered by any of Producer's employees and agents. 10. Producer acknowledges that Arcadia assumes no responsibility for any defects or other conditions of the Premises or any other Arcadia premises which may render same to be dangerous, whether known or unknown, and Producer agrees to assume the risk of any and all defects and other conditions of the Premises or other Arcadia premises which may render same to be dangerous, whether known or unknown, to the extent not caused or contributed to by the gross negligence or willful misconduct of Arcadia or any of its agents or employees. 11. Prior to the commencement of filming, Producer shall obtain and present to Arcadia a policy of commercial general liability insurance as required by Arcadia. The following insurance requirements shall be met by Producer: 11.1 Insurance. 11.2 Time for Compliance. Producer shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Producer shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section; provided, however, that in lieu thereof, the Producer may provide evidence to the City that all subcontractors are additional insureds under the Producer's policies of insurance. 11.3 Minimum Requirements. Producer shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Producer, its agents, representatives, employees, subcontractors and volunteers. Producer shall also name and obtain insurer's consent to naming City, its directors, officials, officers, employees, agents and volunteers as an additional insured 3 with proof of certificate of insurance that they are an additional insured. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be when commercially available (occurrence based) at least as broad as the latest version of the following: (1) General Liability. Insurance Services Office Commercial General Liability coverage for premises and operations, contractual liability, personal injury, bodily injury, independent contractors, broadform property damage, explosion, collapse, and underground, products and completed operations; (2) Automobile Liability: Insurance Services Office Business Auto coverage for any auto owned, leased, hired, and borrowed by Producer or for which Producer is responsible; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. City, its directors, officials, officers, employees, agents and volunteers shall be listed as additional insured. Any deductibles or self- insured retentions must be declared to and approved by City and conform to the requirements provided in Section 3.2.10.6 herein. (B) Minimum Limits of Insurance. Producer shall maintain limits no less than: (1) General Liability. $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage, with an aggregate limit of $1,000,000. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability. $1,000,000 combined single limit per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 11.4 Professional Liability. [INTENTIONALLY OMITTED] 11.5 Insurance Endorsements. The insurance policies shall contain the following provisions, or Producer shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees and volunteers shall be covered as additional insured with respect to liability arising out of Services operations and for completed operations performed by or on behalf of the Producer, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Producer's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees and volunteers shall be excess of the Producer's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers 4 shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Producer or for which the Producer is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Producer's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Producer's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Producer. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested of cancellation, of intended non - renewal or endorsement reduction in limit or scope of coverage; provided, however, that in the event of cancellation due solely to non - payment of premium, ten (10) days notice of cancellation for non - payment of premium may instead be given to the City.; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 11.6 Separation of Insureds: No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 11.7 Deductibles and Self- Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Producer shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Producer shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 11. 8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, admitted or approved to do business in California, and satisfactory to the City. 11.9 Verification of Coverage. Producer shall furnish City with complete and accurate copies of current certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. Copies of all certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.10 Safety. [INTENTIONALLY OMITTED] 11.11 Material Breach. Lack of insurance does not negate Producer's obligations under this Agreement. Maintenance of proper insurance coverage is a material element of this Agreement and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of the Agreement. 12. Arcadia hereby warrants that Arcadia has the full right to enter into this Agreement, that Arcadia is authorized to grant Producer all of the rights set forth herein and that the consent of no other party is necessary to enable Producer to use the Premises, as herein provided. Arcadia affirms that neither Arcadia nor anyone acting for Arcadia gave or agreed to give anything of value to Producer, to any member of Producer's production staff, to anyone associated with the Program or the network broadcasting the Program or to anyone else for mentioning Arcadia name or the name of the Premises in the Program. Arcadia further acknowledges that it is a Federal offense, unless disclosed prior to broadcast, to give or agree to give anything of value to promote any product, service or venture on the air and Arcadia agrees to notify Producer immediately in writing if it is aware that any person attempts to induce Arcadia to violate the foregoing. Any or all of the rights herein may be exercised only by Producer. This Agreement shall not be assigned by Producer to any other person or entity except as may be necessary by Producer to any other person or entity except as may be necessary to effectuate the production, distribution and /or exploitation of the Series, and any assignment shall be subject to the prior written approval of Arcadia in its reasonable discretion. This Agreement contains the entire understanding between the parties hereto relating to the subject matter herein and supersedes all prior understandings. This Agreement can only be amended in writing signed by both Parties. This Agreement shall be governed by and construed according to the laws of the State of California. [SIGNATURES ON THE NEXT PAGE] 2 CITY OF ARCADIA inic La to City Manager Dated: �, 2012 ATTEST: City C e k APPROVED AS TO FORM: Stephen P. Deitsch City Attorney PILGRIM OPERATIONS, INC. and PURSUIT PRODUCTIONS, INC. By: Producer Michael Parleski VP of Legal Affairs Print Name Dated: CITY OF ARCADIA Dominic Lazzaretto City Manager Dated: , 2012 ATTEST: City Clerk APPROVED AS TO FORM: Stephen P. Deitsch City Attorney PILGRIM OPERATIONS, INC. and PURSUIT PRODUCTIONS, INC. By: Producer Print Name Dated: 2012