HomeMy WebLinkAboutLMNO Cable Group, Inc. - 2012-08-20Council/Agency Meeting Held:
Deferred/Continued to: �(
4App ve ❑ Conditionally Approved ❑ Denied �City
C k's S nature
Council Meeting Date: August 20, 2012 Department ID Number: CS 12-008
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 Community Services
Director
SUBJECT: Approve and authorize execution of a Film Production 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. This will be the second year of participation by the City of Huntington
Beach and its Marine Safety Division.
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 the 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 15. - 1 HB -236-
REQUEST FOR COUNCIL ACTION
MEETING DATE: 8/20/2012 DEPAFtTIVIENT ID NUMBER: CS 12-008
Analysis:
LMNO Cable Group, Inc. has invited the Marine Safety Division to return to and participate in
a second season of The Weather Channel's television series "Lifeguard!" The substantive
terms of the proposed agreement are unchanged from the previously approved agreement.
As such, the remainder of this analysis is unchanged from the previously approved Request
for Council Action.
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 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
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
HB -237- Item 15. - 2
REQUEST FOR COUNCIL ACTION
MEETING DATE: 8/20/2012 DEPARTMENT ID NUMBER: CS 12-008
® 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
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: Improve long-term financial sustainability
Attachment(s):
1. I"License Agreement Between the City of Huntington Beach and LMNO Cable
Group, Inc."
Item 15. - 3 HB -238-
i
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LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH
AND LMNO CABLE GROUP, INC.
fi�This Production and License Agreement ("Agreement") is entered into this
— of AL0,7- 2012 between LMNO Cable Group, Inc.
("LMNO"), a California 91poration, 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.
11-3062.001/80467
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
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 mutually
determined shooting days from May 27, 2012, through October 31, 2012, 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.
11-3062.001/80467 2
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.
8. 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.
11-3062.001/80467 3
............ .
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 Lindo and/or his appointed
representatives, and to coordinate the request for any technical, security,
I quipment 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 Lindo 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 Lindo'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
11-3062.001/80467 4
event LMNO uses the CITY's name associated logos, signage and unique
iconography associated 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,
I To the extent that LMNO has approval authority over advertising.
I I-3062.001/80467 5
unprofessional, embarrassing or libelous manner as well as the
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.
11-3062, 001 /80467 6
.......... _ _ .. ...... __....... .. ................
12. PUBLIC NOTICES OF FILMING: RELEASES: LMNO agrees to
coordinate with CITY regarding posting public notices in common filming areas
("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 ail 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
11-3062.001/80467 7
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:
11-3062.001/80467
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 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 Force Majeure
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.
11-3062.001/80467 9
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-GRG44P,,INC.
4- print name' " " - -
ITS: (circle one) Chairman/PresidenWice
President
ND
By:
print name
ITS: (circle one) Secret Financi
�cer sst. Secretary -Treasurer
REVMND APPROVED:
i y Manager
11-3062.001/80467 10
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of
California
APPROVED AS TO FORM:
UI q
City Attorney V_ }r3i'v
ACORD,,, CERTIFICATE OF LIABILITY INSURANCE
Date(MIWDDNYYY)
o5124/2012
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: If the certificate holder is an ADDITIONAL INSURED, the policy(tes) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and
conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of
such endorsements .
PRODUCER
AON/ALBERT G. RUBEN INSURANCE SERVICES, INC.
15303 VENTURA BOULEVARD, SUITE #1200
SHERMAN OAKS, CA 91403 - 5817
LICENSE # 0806034
Contact Name: LORRIE MCNAUGHT
Phone: 818f742-0821
A/C No. Ext :
Fax (AIC, No); 8471953-2439
Emall Address: LORRIE.MCNAUGKT ON.COM
Insurer's Affording Coverage
NAIC #
INSURED
LMNO CABLE GROUP, INC.
15821 VENTURA BLVD. #320
ENCINO, CA 91436
INSURER A: GREAT DIVIDE INSURANCE CO
INSURER B: GENERAL STAR NATIONAL INS CO
INSURER C: HISCOX INSURANCE CO
INSURER D:
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NIIMRFR• DAVIAIMM N I IlU1 al=a•
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 ISSUED OR 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.
INSR
LTR
TYPE OF INSURANCE
ADDL
INSR
SUER
YlYD
- POLICY NUMBER
POLICY EFF
(MMIDD1`A`"
POLICY EXP
(MMA)Dn`YYY)
LIMITS
A
GENERAL
LIABILITY
EACH OCCURRENCE
1,000,000
DAMAGE TO RENTED PREMISES
9 100,000
X
COMMERCIAL GENERAL LIABILITY
CLAIMS MADE ❑x OCCUR
(Ea occurrence
PERSONAL & ADV INJURY
5 1,000,000
X
CNA200223610
04/13/2012
04/01/2013
GENERAL AGGREGATE
2,000,ODO
'
PRODUCTS—COMP/OPAGG
$ 1,000,000
GEN'L
AGGREGATE LIMIT APPLIES PER
X I
POLICY
$
A
AUTOMOBILE LIABILITY
X
CAA200223710
04/13/2012
04/01/2013
COMBINED SINGLE LIMIT
1,000,000
Ea accident
ANY AUTD
` USUEN264125411
BODILY INJURY (Per person)
ALL OWNED SCHEDULED
INCLUDED IN M.E.
AUTOS AUTOS
LIMIT
BODILY INJURY (Peramident)
X
HIREDAUTOS
X
NON -OWNED
DED: 10%OF LOSS
PROPERTY DAMAGE
AUTOS
Per accident
PHYSICAL
$2,500 MIN/$7,500
X
DAMAGE'
MAX OR $2,500 FOR
PICTURE VEHICLES
B
Umbrella LJab
X
OCCUR
EACH OCCURRENCE
9,000,000
X
Excess Llab
CLAIMS -MADE
X
NXG412407
04/13/2012
0410 12013
AGGREGATE
9,000,000
DEDUCTIBLE RETENTION $
WORKERS COMPENSATION AND
I WC Statutory Omer
EMPLOYERS' LIABILITY
I Limps
E.L. Each Accldem
S
ANY PROPRIETORIPARTNEPJEXECUTIVE YIN
OFFICERRJEMBER EXCLUDED? Y
(Mandatory in NH)
NIA
E.L. Dbaass — EA Employee
6
if yes, describe under
E.L. Disease — P°licy Umit
DESCRIPTION OF OPERATIONS below
OTHER— PROOUGTON PACKAGE
USUEN264125411
04/13/2012
04/13/2013
LIMITS I DEDUCTIO;ES
C
PROPS/SETSIWARDROBE
$5,000,000 LIMIT/$2,500 DEDUCTIBLE
THIRD PARTY PROPERTY DAMAGE
$5,000,000 LIMIT / $2,500 DEDUCTIBLE
MISC. EQUIPMENT
$5,000,000 LIMIT / $2 500 DEDUCTIBLE
DESCRIPTION OF OPERATIONsILOCATIONSfVEHICLES (Attach ACORD 101. Additional Remarks Schedule, 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 & LOSS PAYEE UNDER THE PRODUCTION PACKAGE POLICY BUT ONLY AS
RESPECTS THEIR AGREEMENT WITH THE NAMED INSURED IN CONNECTION WITH THE PRODUCTION ENTITLED: "LIFEGUARDS" SEASON 2. SEE ATTACHED
ADOITIONAL INSURED ENDORSEMENT.
v�r�rn rvrarc nvr.v�n V3r1G811a[IOn -
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
The City of Huntington Beach DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY
PROVISIONS.
2000 Main Street AUTHORIZED REPRESENTATIVE.
Huntington Beach, CA 92648
Aon/Albert G. Ruben Insurance Services, Inc.
ACORD 25 (2010105)
1988 — 2010 0 ACORD CORPORATION All rights reserved.
AP VED S TO ORM
JENNI R McGRATH, 7 A too
nwy
The Acord name and logo are registered marks of Acord /
POLICY NUMBER: CNA200223610 COMMERCIAL GENERAL LIABILITY
INSURED: LMNO CABLE GROUP, 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
"LIFEGUARDS" Season 2
Name of Person or Organization:
The City of Huntington Beach, its Elected or Appointed Officials, Agents, Employees and
Volunteers
2000 Main Street
Huntington Beach, CA 92648
(If no entry appears above, information required to complete this endorsement will be shown in the
Declarations 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.
CG 20 26 11.85 Page 1 of 1
Copyright, Insurance Services Office, Inc., 1984
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
August 22, 2012
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 an original signed copy of the "License Agreement Between
the City of Huntington Beach and LMNO Cable Group, Inc. "
Sincerely,
JF:pe
Enclosure
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Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand