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HomeMy WebLinkAboutLMNO Cable Group, Inc. - 2011-11-07Council/Agency Meeting Held: //— 7 -- O1011 Deferred/Continued to: Appr ed ❑ Conditionally Approved ❑ Denied -d Council Meeting Date: November 7, 2011 , aCity( lerk'/8ignatu� Department ID Number: CS 11-020 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Paul Emery, Deputy City Manager/ Interim Director of Community Services SUBJECT: Approve and authorize execution of a Film Production License Agreement between the City and LMNO Cable Group, Inc., for the production of episodes of a television series for The Weather Channel based upon the on -duty activities of Southern California lifeguards Statement of Issue: A Film Production Agreement is being proposed to allow LMNO Cable Group, Inc., to include the City of Huntington Beach Marine Safety Division in the production of episodes of a television series for The Weather Channel based upon the on -duty activities of Southern California lifeguards. Financial Impact: It is anticipated that that revenues from the production of these episodes could net the City of Huntington Beach up to $20,000 annually. Recommended Action: Motion to: Approve and authorize the Mayor and City Clerk to execute a Film Production "License Agreement Between the City of Huntington Beach and LMNO Cable Group, Inc.," to allow the production of a television series to include the on -duty activities of the Huntington Beach Marine Safety Division. Alternative Action(s): Do not approve the Film Production Agreement with LMNO Cable Group, Inc., or recommend changes in terms, and direct staff to take changes back to the production company. Item 11. - 1 HB -180- REQUEST FOR COUNCIL. ACTION MEETING DATE: 11/7/2011 DEPARTMENT ID NUMBER: CS 11-020 Analysis: LMNO Cable Group, Inc. (LMNO) has presented a proposal (Attachment 1) to the City of Huntington Beach Marine Safety Division to develop and produce for The Weather Channel a thirteen -episode documentary series tentatively titled "Southern California Lifeguards." The series will include the lifeguards who work for the Huntington Beach Marine Safety Division while on duty as they perform their normal lifeguarding functions from the beach and ocean utilizing lifeguard towers, Tower Zero, vehicles, quads, boats, and other lifesaving equipment. The audience will see the lifeguards interacting with surfers, local proprietors, and regular beachgoers. The film crews will not follow lifeguards while off -duty. The series is proposed to present the City of Huntington Beach and its related employees, particularly the lifeguards of the Marine Safety Division, in a substantially positive and complimentary light consistent with the events depicted in the series. Other lifeguard agencies participating in this project include Long Beach, Newport Beach, and San Diego. In recent years, the City has entered into promotional, development, and redevelopment projects to advance the City's position as a visitor destination. The proposed series would provide another opportunity for the City to receive national recognition and exposure through images and credits in broadcast media. The proposed series would also present a potential for additional revenues generated from increased visitation and future agreements tied to subsequent series. In addition, the series intends to highlight the dedication and professionalism of the employees of the Marine Safety Division as they provide safety services for one of California's busiest and popular beach towns. Because of the complex nature of the proposed project, both the City of Huntington Beach (City) and LMNO recognize the importance of formalizing their relationship in an agreement. The main points of the Agreement (Attachment 2) include the City's obligation to: • Approve a film permit for LMNO to produce thirteen episodes for the Southern California Lifeguard series for The Weather Channel • Provide LMNO with collaborative production assistance in coordinating, facilitating, scheduling, and filming the series in a manner that will make the production of the series possible with a minimum amount of inconvenience for both parties • Select a "liaison" representative to serve as the main point of contact in the day-to- day production of the series The main points under the terms and conditions of the Agreement require LMNO to: • Allow a designated representative(s) of the City the opportunity to preview episodes prior to their release to The Weather Channel. • Allow a designated representative(s) of the City the opportunity to object to story content and filmed segments • Compensate the City for costs and expenses incurred by employees providing services, which are beyond the scope of customary or routine services • LMNO to make a donation of $4,000 per episode, pro -rated per minute and based on 22 minutes of production footage per episode, to the City's General Fund • Acknowledge the City of Huntington Beach in the film credits at the conclusion of each episode HB -181- Item 11. - 2 REQUEST FOR COUNCIL ACTION MEETING DATE: 11/7/2011 DEPARTMENT ID NUMBER: CS 11-020 The proposed series could provide positive exposure for the City, its lifeguards, and for the City of Huntington Beach as a vacation destination. Environmental Status: Not Applicable Strategic Plan Goal: Maintain financial viability and our reserves Attachment(s): Item 11. - 3 HB -182- ATTACHMENT #1 HB -183- Item 11. - 4 August 10, 2011 Mr. Kyle Lindo Marine Safety Chief City of Huntington Beach 103 Pacific Coast Hwy. Huntington Beach CA 92648 Dear Mr. Lindo, It was a pleasure meeting you and your colleagues on Tuesday, August 9. Per our discussion, LMNO Cable Group, Inc. is producing a new 13-episode documentary series for The Weather Channel, tentatively titled "Southern California Lifeguards." Currently scheduled to air in early 2012, each half-hour episode will feature the forces of man and nature working together — and against one another -- on the SoCal coastline. We'll repeatedly check in with lifeguards in different jurisdictions. We'd like to invite the City of Huntington Beach to participate in the program. Our cameras would follow the city's lifeguards in action as they work to keep the beach safe. The focus is on the nuts of and bolts of how they do their jobs, as well as how the forces of nature impact their work each day. Above all, this is a positive series that will highlight the hard work of your city's lifeguards and the part they play in making Huntington Beach such a pleasant place to live. Shooting could begin as early as mid -August and continue at least through Labor Day weekend (with possible additional filming through September and October), with approximately 15 non-consecutive shoot days, and 2-3 small crews (3-5 people each) shooting each day. Thank you again for your time and consideration. Please feel free to contact me anytime with questions or concerns! rds, -_- dice President of Production O Cable Group 15821 VENTURA BOULEVARD, SUITE 320, ENCINO, CALIFORNIA 91436 / MAIN 818.380.8000 FAX 818.995.5544 / WWW.LMNOTV.COM M ERE Item 11. - 5 HB -184- ATTACHMENT #2 xB -185- Item 11. - 6 LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND LMNO CABLE GROUP, INC. his Production and License Agreement ("Agreement") is entered into this -�-=-- of 2011 between LMNO Cable Group, Inc. ("LMNO"), a California corporation, and the CITY OF HUNTINGTON BEACH ("CITY"), a municipal corporation of the State of California located at 2000 Main Street, Huntington Beach, California. RECITALS: WHEREAS, LMNO has proposed to record a documentary style television series tentatively titled "SO CAL LIFEGUARDS" ("Series"), which will include chronicling the daily activities of certain Southern California lifeguards and beaches including Huntington Beach and its Marine Safety Division and supporting agencies ("Series Description"); and LMNO will produce the Series in accordance with the foregoing Series Description in a tone and manner that will present the City of Huntington Beach, Huntington Beach employees including Marine Safety Division and supporting agencies as well as citizens of Huntington Beach in a positive and complimentary light consistent with the events depicted in the Series, NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RECORDING RIGHTS: CITY hereby grants to LMNO, the right to videotape, film, and/or otherwise record aspects ("Recordings") of the daily activities of the Marine Safety Division and supporting City agencies during the Term for purposes of creating a series of documentary programs that chronicle the daily activities of the CITY Marine Safety Division employees as they protect and serve the beach community. This Agreement is limited in scope as defined herein. 2. MEDIA LICENSE: As further defined and limited herein, LMNO shall have a license to use, feature, depict, and portray the Recordings, and all advertising, publicity, and promotion related thereto, in any and all media (whether now known or hereinafter devised (Media Rights)). The license applies to the Recordings: (a) to use and incorporate into the Series and into any promotional, publicity, or advertising -related material based on or relating to the Series; and (b) to reproduce the Recordings as they appear in the Series by any art of method now known or hereafter devised. 3. ACCESS: The CITY shall grant access to LMNO to CITY facilities, lifeguard vehicles and employees, as shall be determined by the CITY in its sole 11-3062/71074_2 judgment and discretion, for purposes of filming as set forth herein. LMNO acknowledges and agrees that CITY may, in its sole discretion, perform a criminal background check on any LMNO approved representative (including production personnel) that will be onsite within the CITY. 4. TERM: The term ("Term") of this Agreement shall be for fifteen (15) shooting/production days to be mutually determined, and thirty (30) days post production or until all fees and/or compensation is paid to the CITY or unless terminated earlier as provided herein. No such termination will affect LMNO's rights to the Recordings or CITY's right to payment or indemnification. LMNO will retain a perpetual license to the Recordings. 5, COMPENSATION: A. Within thirty (30) days of the completion of post -production, and prior to the termination date of this Agreement, LMNO agrees to provide to the CITY for a public purpose the following compensation methodology: For each original final Series episode produced by LMNO accepted by TWC in which the Recordings appear; LMNO shall provide $4,000 pro -rated based on the number of minutes of Recordings appearing in each such final Series. episode. By example: Each 30-minute Series episode consists of 22 minutes of actual production footage. If 22 minutes of Recordings appear in Series episode 1, LMNO will provide $4,000. If 11 minutes of Recordings appear in Series episode 2, LMNO's dollar amount for Episode 2 will be $2,000. The applicable Series episode amount shall be due so long as LMNO delivers the subject episode to TWC and TWC accepts it, regardless of whether or not TWC actually broadcasts the subject Series episode. B. In the event the Series is not finished or.produced or accepted or aired by TWC, LMNO shall provide the City $4,000 as compensation for negotiating in good faith and assisting LMNO with pre -preproduction and production etc. C. LMNO shall provide a "special thanks" credit in the end credits of each episode of the Series in which the CITY appears. No casual or inadvertent failure of LMNO, or any failure of any third party, to accord such credit shall constitute a breach of this Agreement, provided promptly following receipt of written notice detailing any such failure, LMNO shall use reasonable efforts to cure such failure on a prospective basis. 11-3062/71074 2 6. PRODUCTION -RELATED COSTS: A. CITY shall bear no cost in connection with the production of the Series and the use and exploitation of the Recordings and Media Rights. Production costs shall include but not be limited to any fees or permits as may be required and necessary to effectuate the production. B. , LMNO shall pay for any and all costs incurred by the CITY, including personnel cost, overtime costs, additional staffing cost and any and all cost incurred by the City present or future in connection with the Recordings and the production of the Series. LMNO shall not be responsible for cost that would have been incurred by the CITY if LMNO was not present. LMNO shall provide $4,000.00 in cash bond or a performance bond in a form acceptable to -the City Attorney, or payment as described in 5(B), to assure the CITY's cost recovery in the event LMNO does not or cannot pay. This bond or payment shall be due to the CITY upon execution of this Agreement. CITY shall advise LMNO of such possible costs in advance. CITY acknowledges and agrees that it shall utilize reasonable efforts to avoid overtime cost for CITY personnel related to this Agreement. 7. PARTICIPATION: LMNO commits to utilize camera crews that will be small, unobtrusive and strictly there to document the Marine Safety Division and supporting CITY agencies' service. Camera crews will not film any identifiable CITY employee including lifeguards, unless such employee or lifeguard executes an Appearance Release in the form provided by LMNO or is otherwise not identifiable such that a release is legally necessary. If used in the Series, subject to the foregoing, producer shall obtain such appearance Release from any CITY employee or any person who appears recognizably on -camera. LMNO will coordinate with the CITY to isolate any individuals who do not wish to be featured within the broadcast of the Series, will not feature said individuals: S. INTERFERENCE WITH CITY OPERATIONS: LMNO expressly agrees that none of its employees, agents or independent contractors shall interfere with the performance of the CITY or supporting agencies' duties. In this regard, LMNO expressly understands and agrees that any interference with CITY's employees could cause life threatening situations to CITY employees and third parties in need of rescue or other assistance. LMNO shall be responsible for all damages, incidental, consequential or otherwise from interference (negligent, foreseeable or otherwise) and shall indemnify and hold the CITY, its employees agents etc. harmless as provided herein from any damage foreseeable or not foreseeable resulting from this Agreement. This paragraph is intended to complement and be read in conjunction with Section 12 of this Agreement. 11.3062/71074_2 9. CITY AND LMNO RESPONSIBILITY A. CITY agrees to provide LMNO production assistance in coordinating, facilitating, scheduling and filming the Series in a manner that will make the production of the Series possible with a minimum amount of inconvenience for both parties. B. LMNO agrees to coordinate and plan all aspects of Series production directly with Marine Safety Chief Kyle Linda and/or his appointed representatives, and to coordinate the request for any technical, security, equipment or staffing needs that may be required from CITY, the Beach Operations Division, or any other CITY -related party. LMNO agrees to coordinate on a regular basis with Community Services for access to any technical resources. LMNO will coordinate with Chief Kyle Undo and all employees of the Marine Safety Division to plan and film all aspects of the Series in a safe and aware manner that will not interfere with or obstruct in any way the job duties of the Huntington Beach Lifeguards and supporting CITY departments. In addition, LMNO agrees to meet on a regular basis to assess and review the procedures and activities of all Series production personnel, and to comply with all required instructions and restrictions with regard to access, proximity and involvement with the on -duty Huntington Beach Lifeguards. LMNO agrees to follow Chief Undo's instructions and orders without dispute or delay when filming in the CITY. LMNO and CITY agree to select an alternate representative who will have responsibility whenever the primary representative for either party is unavailable. These "liaisons" will work together to coordinate any requests, scheduling concerns, and shooting requests, and shall include, without limitation, arranging for proper and lawful parking of vehicles used in production and vehicles of Series staff and crew. C. As described in Section 6 B above; LMNO shall compensate CITY for any reasonable expenses which CITY actually incurs and pays in providing any services which LMNO requests which are beyond the scope of customary services routinely performed in the course of the performance of their jobs. As soon as practicable, CITY agrees to inform LMNO of any charges which LMNO might incur in advance of CITY providing the services. These costs are in addition to the compensation that LMNO is providing to the City. 10. USE OF CITY NAME: LMNO shall have the non-exclusive right, but not the obligation, to use the CITY and supporting departments thereto, name, signage, logo and unique iconography associated therewith in the Series and in connection with the exercise of LMNO's rights hereunder, including, but not limited to, the use of such names, signage logo and unique iconography on goods and services such as television programming, home videos and promotional materials related thereto. In addition, LMNO shall only have the right to use the CITY's name, but not any associated logos, signage and unique iconography associated therewith, in merchandising related to the series. In the event LMNO uses the CITY's name associated logos, signage and unique iconography associated 4 11.3062/71074_2 therewith, in any profit making endeavor for selling merchandise, CITY and LMNO agree to meet and confer and agree as to a percent of any said profits the City may receive. In the event City and LMNO cannot agree, the parties agree to submit to binding arbitration regarding the percent of profit CITY may receive. Notwithstanding the foregoing, LMNO shall not use the CITY's name, signage and unique iconography for any profit making endeavors outside of the rights granted to LMNO pursuant to this Agreement. 11. CITY'S RIGHT TO APPROVE EPISODES AND ADVERTISING. A. The CITY agrees that LMNO has the right to represent its program regarding creative content and concept .of the Series. By their signature below, all parties hereby acknowledge that they have approved the tentative concept for the Series as described herein. This approval in no way constitutes approval of any specific episode, show or advertising thereto. B. The CITY shall have the right to disapprove Recordings for use in the Series that depict the CITY in a false, derogatory, unprofessional or embarrassing manner. Additionally, no advertising of the Series shall depict the CITY in a false, derogatory, unprofessional or embarrassing manner. The CITY shall exercise the rights of disapproval in good faith and, acknowledging that time is of the essence, in a timely manner so as not to delay or interfere with the development, production and distribution of the Series. The CITY and LMNO hereby agree and acknowledge that, as consideration for the rights granted to LMNO pursuant to this Agreement, LMNO hereby represents; and hereby further acknowledges that the CITY shall have the right to review and approve each episode of the Series as well as advertising' of the Series (which term, for purposes of this section, shall include, without limitation, any outtakes from such episode which LMNO plans to broadcast or distribute in any format) regarding the CITY. In reviewing each episode of the Series, the CITY shall stay in LMNO's production and network delivery schedule. The scope of the CITY's review and approval of each episode of the Series shall be limited to the following: (i) To require any changes or editing to ensure the factual accuracy of the Recordings and each episode of the Series (but the CITY acknowledge that LMNO may be required to edit each episode of the Series in a format which may result in the juxtaposition of 'images which did not necessarily occur consecutively, and/or may create other impressions regarding the timing and order of events depicted, and/or result in other impressions, but such editing shall in no way affect the factual accuracy of the events transpiring); (ii) To require any changes or editing that may be necessary to ensure the Series does not depict the CITY in a false, derogatory, unprofessional, embarrassing or libelous manner as well as the i To the extent that LMNO has approval authority over advertising. 5 11-3062/71074 2 protection and security of any CITY personnel contained in the recordings or in any episode of the Series; (iii) To require any changes or editing that may be necessary to ensure compliance with any and all applicable federal, state, CITY, and/or local law, codes and ordinances including, but not limited to, the CITY's required continued compliance with the Federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and any privacy laws including the requirement to obtain consent from person(s) filmed; (iv) Changes or editing to ensure that the Recordings, any episode of the Series or any Media Rights related to CITY does not use, incorporate, depict, portray, or otherwise show any fatality that may result from a near drowning or drowning, or does not use, incorporate, depict, portray, or otherwise show any incident, activity, action or inaction of the CITY including, without limitation, as to life safety issues, that could reasonably result in legal liability to the CITY, or which would otherwise jeopardize or prejudice the CITY in any potential action or suit alleged against the CITY (as a result of such action or inaction taken by the CITY) unless otherwise approved as provided herein. LMNO agrees that each episode of the. Series shall not intentionally depict the CITY in a false, derogatory, unprofessional, embarrassing manner. Accordingly, LMNO shall incorporate -whether in whole or in part -any reasonable recommendations, concerns, and/or suggestions that the CITY may have with regard to the creative content of each episode of the Series as it may relate to the CITY as described in subparagraphs i-iv above. . C. CITY will preview all episodes which include CITY scheduled to be "aired" before said show is previewed by TWC (unless pre -released as agreed upon by Chief Lindo), in accordance with a mutually agreed upon schedule to be determined by both parties. LMNO shall submit the rough cut of Recordings of the particular episode to the City Manager or designee (Manager) for review. Manager will have six (6) business days within which to inform LMNO of an unacceptable portion for the first episode, thereafter Manager shall have three (3) business days to accept or reject portion thereof; otherwise the particular Recordings from the episode shall be deemed to be acceptable to the CITY, and LMNO shall have the right to use, feature, depict, portray and otherwise exploit the applicable Recordings as used in the episode of the Series "as is," in all media (whether now known or hereinafter devised), without any further obligation to the CITY. 12. PUBLIC NOTICES OF FILMING: RELEASES: LMNO agrees to coordinate with CITY regarding posting public notices in common filming areas R 11.3062/71074_2 ("signage"), and to acquire and maintain any and all required personal appearance clearances and permissions. 13. HOLD HARMLESS: LMNO hereby agrees to defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, actual, direct, out-of-pocket costs and reasonable outside legal fees arising from litigation of every nature or liability of any kind or nature) arising out of or in connection with LMNO's (or LMNO's subcontractors', if any) negligent performance of this Agreement or the failure to comply with any of the obligations contained in -this Agreement by LMNO, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. LMNO will conduct all defense at its sole cost and expense and CITY shall reasonably approve selection of LMNO's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by LMNO. 14. PRODUCTION LIABILITY INSURANCE' CERTIFICATE OF INSURANCE: LMNO shall obtain and furnish to CITY a production liability insurance policy covering the pilot and the Series hereunder. This policy shall provide coverage for LMNO's production liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above - mentioned insurance shall not contain a self -insured retention, "deductible" or any other similar form of limitation on the required coverage except with the express written consent of CITY. Any claims made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of production (including subsequent policies purchased as renewals or replacements). B. LMNO shall notify CITY of circumstances or incidents that might give rise to future claims LMNO will make every effort to maintain similar insurance during the required extended period of coverage following completion of production of the pilot and the Series. If insurance is terminated for any reason, LMNO agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from this Agreement. Prior to commencing production of the pilot and the Series, LMNO shall furnish to CITY a certificate of insurance subject to approval of the City Attorney (which approval shall not be unreasonably withheld or delayed) evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: I. provide the name and policy number of each carrier and policy; ii. state that the policy is currently in force; and 7 11-3062/71074_2 iii. promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days` prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. LMNO shall maintain the foregoing insurance coverage in force until the final episode of the Series has been delivered to and accepted by TWC. The requirement for carrying the foregoing insurance coverage shall not derogate from LMNO's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. LMNO shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 15. INDEPENDENT CONTRACTOR: LMNO is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. LMNO shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for LMNO and its officers, agents and employees and all business licenses, if any, in connection with the pilot and the Series and/or the services to be performed hereunder. 16. TERMINATION: The CITY reserves the right to unilaterally terminate this Agreement and pursue any legal and equitable remedies available to CITY at its sole discretion. LMNO shall have the right to terminate this Agreement for cause upon written notice, provided such breach is not cured by the CITY within ten (10) business days after receipt of notice thereof. In the event of a termination, LMNO's ownership of the Recordings or right to exploit the Series shall not be affected, but only to the extent that such Recordings, and/or episodes of the Series, as related to the CITY, have been approved pursuant to the terms of this Agreement. LMNO shall have no right to use and incorporate any portions of the Recordings, as it relates to the CITY the Series, or Media Rights as related to the CITY that have not been approved by the CITY, as provided in this Agreement and, accordingly, the CITY may take any and all action, whether at law or equity, to enforce its rights with respect to same. Notwithstanding the foregoing, the City agrees to timely review and approval determination [per the Agreement] of any Recordings made prior to any such termination by the CITY. 17. NOTICES: All notices and communications in writing required or permitted hereunder may be delivered personally to the respective representatives of LMNO and the CITY listed below or may be mailed by registered mail, postage prepaid (or airmailed if addressed to an address outside of the CITY of dispatch). Until changed by notice in writing, all such notices and communications shall be addressed as follows: 11-3062/71074_2 To CITY: City of Huntington Beach Attn: Director of Community Services 2000 Main Street Huntington Beach, CA 92647 To LMNO: LMNO Cable Group, Inc. 15821 Ventura Boulevard, Ste. 320 Encino, CA 91436 Attn: Business Affairs Notices hereunder shall be effective: If delivered personally, on n delivery; if, mailed to an address in the CITY of,dispatch, on the day following the date mailed; and if mailed to an address outside the CITY of dispatch on the seventh day following the date mailed. 18. ENTIRE AGREEMENT: This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and, supersedes all prior and contemporaneous written or oral agreements pertaining thereto and can only be modified by a signed writing by all parties hereto. 19. MISCELLANEOUS TERMS: A. If either party is materially hampered from performing hereunder by reason of any law, natural disaster, labor controversy, war, disease, or other act of god or any similar event ("Force Majeure"), such failure to perform shall not be deemed a breach or default of any term of this Agreement, and neither party shall be liable to the other therefore. If a ForceMajeure continues for a period of four (8) weeks or more, then upon written notice, either party may terminate this Agreement without further liability to the other party, except for appropriate payment by LMNO or adjustment in regard to payments based on services rendered or costs incurred prior to termination. B. This Agreement- shall be construed and enforced under the laws of the State of California, LMNO and CITY hereby each consent to and submit to the jurisdictions of the federal and state courts located in the State of California. LMNO and the CITY each waives any defenses based upon lack of personal jurisdiction or venue, or inconvenient forum. C This Agreement shall be enforceable in Orange County, California, and if legal action is necessary by either party With respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Orange County, California. M 11-3062/71074_2 D. If any provision herein is unenforceable then such provision shall be curtailed only to the extent necessary so as to make it enforceable, and as so modified, this Agreement shall remain in full force and: effect. E. No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any future breach of that provision, nor shall any waiver by either party of any breach of any provision hereof be deemed a waiver of any breach of any other provision hereof. F. The rights and remedies granted to LMNO and CITY hereunder are cumulative. The exercise of one shall not diminish or affect any other rights or remedies at law or in equity. G. Notwithstanding anything contained herein, neither LMNO, nor its successors or assigns, shall be obligated to make any actual use of the Recordings in the Series or otherwise. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. LMNO CABLE GROUP, INC. By: -Zj"Z&4-1Xl ,®wngEAV sus&ra print name ITS: (circle one) Chairman/President ice residen ND By: print name ITS: (circle one) Secretary hief Financi Office Asst. Secretary - Treasurer i M'�'t:IJD APPROVED, ..- 10 11-3062/71074_2 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California M or L-, ity Clerk OkO w INITIATE D,'ANID APPROVED: 9 �o/ Director ofi3O,ommunity Services APPROVED AS TO FORM: City Attorney A . CERTIFICATE OF LIABILITY INSURANCE o�e08 212011Y'-,) i THIS CERTIFICATE is ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: Ifthe certlReste holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed, If SUBROGATION IS WAIVED, sub)ect to the terms and conditions of the policy, certain pollotos may require an endorsement. A statement on this Certificate does not confer rights to the certificate holder In Iteu of such andoroement a . PRODUCER Contact Name: LORRIEMCNAUGHT AON/ALBERT G. RUBEN INSURANCE SERVICES, INC. Phone:818D42.0821 Paz A1C No :64T1e83.2439 15303 VENTURA BOULEVARD, SUITE *1200 C No, Eft SHERMAN OAKS, CA 91403 - 5817 Email Address: LORRIE.MCNAUBHT ON.COM LICENSE # D808D34 Ro-umftAffording Coverage NAICS INSURED INSURER A' GREAT DIVIDE INSURANCE CO INSURER 6: GENERAL STAR NATIONAL INS CO LMNO CABLE GROUP, INC. INSURER C: HISOOX INSURANCE 15821 VENTURA BLVD. #320 I SURER D: ENCINO, CA 9143E INSURER E: INSURER F. f-nVCDAACQ MCOT1CIf-ATIM UIIIIADCD, DCVIQIAAI atl lee RFD, THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUEDOR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED, NBR LTA TYPEOFINaURANCC ADDL IN%R &UBR WVD PCUOYNUMNCR POUOYEPF IMMIDDMIM POLICY EXP (MWDDNYYY) LIM S A GENERALLU191LITY EACH OCCURRENCE 1,OD0,000 DAMAGE TO RENTED PREMISE$ Eo coousenca 100,DDO X COMMERCIAL aENERALLIABILITY CLAIMS MADE ET] OCCUR X GNA200223610 0712S/2011 04/21/2012 PeRSONAL J:ADV INJURY 1,000,000 GENERALAOGREGATE 2,000,000 PRODUCTS -COMPIOPAGG 1,DD0,000 GEV AGGREGATE LIM APPLF- R; 0 AUTOMOBILE LIABILITY X CAA200223710 0712812011 04l21/2012 COMEINED SINGLE LIMITA a ewWsnl 1,000,000 ANY AUTO ' HUTMT2324546 BODILY INJURY (Par parson) ALLOWMED SCHEDULED AUTOS AUTOS INCLUDED IN M.E. LIMIT BODILY INJURY(Persedden0 X HIRED AUTOS X AUTOSD DED: 10% OF LOSS PROPERTY aIDAMAOE X PHYSICAL DAMAGE' $2,500 MIN47,500 MAX OR $2,500 FOR I PICTURE VEHICLES B UmbrelloLleb X OCCUR EACHOCCURRENCE 9,000,000 AGGREGATE 9,000,000 X E1e11s ULb CLAIMS -MADE X N 2407 0712=011 04121/2012 AP D AS oEDUcrIBLE RaTeNnoN b WORKERS COMPENSATION AND EMPLOYERIV LIABILITY o ReaEMBOR EXCLUDED? CDi1VE YIN (MondatoryInNH) �$ II;EIZ ��� ' City A l� 'S A Ll slau" Other El EeN,aO:laenl 61.ocoes■ EA Employee II yao, deoorbo under DE ORPTIONOFOPERATIONaCe lxc E.L.Osc■1■- Polley urek OTHER -PRODUCrrON PACKAGE USUEN264126411 07/28111 0 /2 /12 C PROPS/SETS/WARDROBE THIRD PARTY PROPERTY DAMAGE 1 $6,000,000LIMIT 1$2,600DEDUCTIBLE $6,000.000 LIMIT / S2,600 DEDUCTIBLE MISC. EQUIPMENT I I I 1 $5 000 000 LIMIT / $2 600 DEDUCTIBLE DESCRIPTION OF OPERATIONSJLOCATIONSiVEHICLES (Allach ACORD 1D1, Addltonel Remsrka SChadule, If more space Is required) THE CITY OF HUNTINGTON BEACH, ITS ELECTED OR APPOINTED OFFICIALS, AGENTS, EMPLOYEES AND VOLUNTEERS ARE INCLUDED AS AN ADDITIONAL INSURED UNDER THE GENERAL LIABILITY OR AUTO LIABILITY POLICIES R LOSS PAYEE UNDER THE PRODUCTION PACKAGE POLICY BUT ONLY AS RESPECTS THEIR AGREEMENT WITH THE NAMED INSURED IN CONNECTION WITH THE PRODUCTION ENTITLED: "SOUTHERN CALIFORNIA LIPEGUARDS" �+�nnrwla,c nvwcn L:ancenau0n SHOULD ANY OF THE ABOVE DESCRIBED POLICIES 8E CANCELLED BEFORE THE EXPIRATION The City of Huntington Beach DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY 2000 Wain .Street PROVISIONS. Huntington Beach, CA 92648 AUTHORISED REPRESENTATIVE Aon/Albert G. Ruben Insurance Services Inc. ACORD 29 1211101051 1988 — 2010 ® ACORD CORPORATION All r)nhta reserved. The Acord name and logo are registered marks of Acord Item 11. - 17 HB -196- POLICY NUMBER: CNA200223610 COMMERCIAL GENERAL LIABILITY INSURED: LMNO PRODUCTIONS, INC. CG 20 26 1185 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED DESIGNATED PERSON OR ORGANIZATION This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE "SOUTHERN CALIFORNIA LIFEGUARDS" Name of Person or Organization: The City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 (if no entry appears above, information required to complete this endorsement will be shown In the Qeclarations as applicable to this endorsement.) Who Is An Insured (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your operations or premises owned by or rented to you. RE: ALL OPERATIONS OF THE NAMED FOR THE CERTIFICATE HOLDER. THE CITY OF HUNTINGTON BEACH, ITS ELECTED OR APPOINTED OFFICIALS, AGENTS, EMPLOYEES AND VOLUNTEERS CG 20 26 1185 Copyright, insurance Services Office, Inc., 1984 HB -197- Page 1 of 1 City Of Huntington Beach 2000 Main Street ® Huntington Beach, CA 92648 (714) 536-5227 ® www.huntingtonbeachca.gov Office of the City Clerk Joan L. Flynn, City Clerk November 14, 2011 LMNO Cable Group, Inc. Attn: Business Affairs 15821 Ventura Blvd., Ste. 320 Encino, CA 91436 To Whom It May Concern: Enclosed for your records is a copy the "License Agreement Between the City of Huntington Beach and LMNO Cable Group, Inc." Sincerely, Jo L. Flynn, C M C City Clerk JF:pe Enclosure: Agreement G:fb11owup:agrmt1tr Sister Cities: Anjo, Japan ® Waitakere, New Zealand