HomeMy WebLinkAboutHIGH NOON PRODUCTIONS, LLC-2010INSURr';~JCE ON FILE
WORD '~1AY PROCEED
UNTl~ INSURANCE EXPIRES
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CLERK OF COUNGIL
DATE: 3 -v2S-/C7 MATERIAL RELEASE AGREEMENT
o:PRCsC~~ l ~.~-
MpY~the2. RE: Program/Series Tentatively Entitled "Unwrapped"
(the "Project")
To: High Noon Productions, LLC
~ 100 East Dry Creek Road
Littleton, CO 80122
This material release agreement ('`Agreement") is made in
N-2010-025
connection with
[specific description] and any photos, names, signage, art, design, labels, logos, music,
special effects, images, likenesses and any other material contained therein (collectively the
"Material").
For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, I hereby grant to High Noon Productions, LLC and its designees, licensees
and assignees including without limitation Television Food Network, G.P., (collectively
"Producer") the right to incorporate the Material, any portions thereof or images contained
therein, in whole or in part, in the Project, any episode(s) thereof, and/or in any other
television series, motion picture and/or any other project, in any manner (including without
limitation in dialogue, as props, set decoration, or otherwise) at Producer's sole discretion,
and to use and exploit the Material (as incorporated in the Project and/or otherwise) in all
media, versions and forms, whether now known or hereafter devised, in all languages,
throughout the universe, in perpetuity, including, without limitation, television, DVD and
successor devices, Internet, digital downloads, books, merchandise and all ancillary
exploitation, and in any advertising, publicity or promotion in connection with the
Program, any episode(s) thereof, and/or in any other television series, motion picture
and/or any other project and/or any telecaster of the foregoing. Producer has the right to
alter or modify the Material in any manner, at Producer's sole discretion. I understand that
neither I nor my organization shall be accorded any credit for such use.
I represent that I have the right to grant to Producer the right to use the Material without the
necessity of obtaining the consent of any third person or entity; and that the Material does
not defame any person or entity or infringe the copyright, trademark, or violate any right of
publicity, privacy or any other right of any person or entity. Nothing herein requires
Producer to use the Material. I agree to indemnify and hold harmless Producer, its
successors, licensees and assigns, and any person claiming under or through Producer, and
the ofticers, directors, shareholders, employees, agents and representatives of each of the
foregoing persons and entities, from and against any liabilities, losses, claims, demands,
costs (including, without limitation, reasonable attorneys' fees) and expenses arising in
connection with any breach or alleged breach by me of any above representations or
agreements. In the event of any breach of this Agreement by Producer or any third party,
the damage, if any, caused me thereby will not be irreparable or otherwise sufficient to
entitle me to seek injunctive or other equitable relief, and my rights and remedies, if any, in
any such event will be strictly limited to the right, if any, to recover compensatory
monetary (but not punitive or consequential) damages in an action at law, and I will have
neither the right to rescind or terminate this Agreement or any of Producer's or its
licensees' or assigns' rights hereunder, nor the right to enjoin the production, exhibition or
other exploitation of the Project or any other television program, motion picture or
otherwise, or any subsidiary or allied rights with respect thereto, nor will I have the right to
terminate my obligations hereunder by reason of such breach.
[ agree to timely execute and deliver (or to procure the timely execution and delivery to
Producer of) any additional documents which Producer may require to evidence its rights
as set forth herein.
Producer shall have the right to freely assign and license this agreement and all or a portion
of its rights hereunder, without my consent. This Agreement will inure to the benefit of
and will be binding upon the parties' respective affiliates, successors, licensees, assigns,
heirs and representatives. This Agreement constitutes the entire understanding and
agreement of the parties hereto with respect to the subject matter hereof and cannot be
amended except by a written instrument signed by the parties hereto.
[ acknowledge that Producer will rely on this permission potentially, at substantial cost to
Producer and hereby agree not to assert any claim of any nature whatsoever against anyone
relating to the exercise of the permissions granted hereunder.
Producer may at any time elect not to use the Material, and upon Producer's notification to
me of such election neither party will have any obligation to the other hereunder.
ACCEPTED AND AGREED T0:
City of Santa Ana
r. ~ ~~
Gerardo Mouet, Executi e Director of
Recreation & Communi v Services
High Noon Productions, LLC
By:
Its: .;.~ ~_G)-n/~Li a ~-~
Date: ~ ~ `(''~ C
~~ APPROVED~~~AS'1`0 FORM
.~'~' .
JOSH 1N. Eta ER
CITY ATTORNEY ;'~
Date: ~ ~ ~ ~
N-2010-025
LOCATION AGREEMENT
The undersigned ("Owner"), for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby grants to High Noon Productions, LLC and its designees, licensees and assignees including
without limitation Television Food Network, G.P., (collectively, "Producer"), the right to enter the property located at:
Santa Ana Zoo at Prentice Park, 1801 E. Chestnut Street, Santa Ana, California (the "Premises"), for the purposes of
photographing and filming events on the Premises in connection with Producer's television project currently entitled
"Unwrapped" (the "Program").
1. Producer shall have the right to photograph, film, record and use any signs and logos located on the Premises in
connection with or as part of the Program and to use all of the photographs, films and recordings made on the Premises
(collectively "Recordings") in and in connection with the Program, any network telecasting or otherwise exhibiting the
Program ("Network") and/or for promotional purposes in connection with the Network and/or the Program in any and all
media, now known and/or hereafter devised throughout the world in perpetuity. Owner shall have no rights of review or
approval regarding the Program or the exercise of any of Producer's rights hereunder and Producer shall have the right to
edit or delete the Recordings, juxtapose any part of the Recordings with any other materials, change the sequence of
events or of any other aspect of the Recordings, and make any other changes in the Recordings as Producer chooses.
2. Producer may enter the Premises on or about $ : ~(~ ~~ and may remain on the Premises for a
period of approximately Face e. (~) hours. There shall be no rental fee for the use of the Premises.
3. Producer will not cause any damage to the Premises and will indemnify, defend and hold Owner harmless from and
against any liabilities, losses, claims, demands, costs (including without limitation reasonable attorneys' fees) and
expenses arising in connection with (a) any breach or alleged breach by Producer of this Location Agreement or of any of
Producer's representations or warranties contained herein; or (b) the actions of Producer or of Producer's agents and
employees in connection with Producer's use of the Premises.
4. [n addition to the Producer's covenant to indemnify and hold harmless Owner, Producer shall obtain and furnish to
Owner, a policy of general public liability insurance, commercial general liability insuring Producer for all activities on
the Premises. The policies shall indemnify Producer and Owner, their officers, agents and employees against any and all
claims arising out of or in connection with this Agreement and shall provide coverage in not less than combined single
limit bodily injury, personal injury and property damage, liability, of $1,000,000 per occurrence. The policy shall also
name Owner, its agents, officers, employees and volunteers as Additional Insureds, and shall specifically provide that any
insurance coverage which may be applicable to this Agreement shall be deemed excess coverage and that Producer's
insurance shall be primary. No cancellation provision in any insurance policy shall be construed in derogation of the
continuous duty of Producer to furnish insurance during the term of this Agreement.
Prior to execution of this Agreement, Producer shall furnish to Owner certificates of insurance and additional insured
endorsements to each of Producer's insurance policies, subject to approval of the City Attorney, evidencing the foregoing
insurance coverages as required by this Agreement; these certificates shall: provide the name and policy number of each
carrier and policy; shall state that the policy is currently in force; and shall promise to provide that such policies will not
be canceled, suspended, voided, reduced in coverage or in limits, or modified without thirty (30) days prior written notice
of Owner.
5. All rights to all Recordings made hereunder (including without limitation all copyrights and extensions and renewals
thereot) shall be owned by Producer and its licensees, successors, and assigns. Neither Producer nor its licensees,
successors or assigns will be obligated to make any actual use of any photography, recordings, depictions, or other
reference(s) to the premises hereunder in the Program.
6. Owner represents and warrants that Owner is fully authorized to enter into this Location Agreement, that Owner has
the right to grant Producer the right to use the Premises and each and all of the rights granted herein, and that no further
permission or consent of any other person or entity is necessary for Owner to grant Producer the rights granted herein.
LOCATION AGREEMENT
7. Producer shall have the right to sublicense and/or assign the Recordings and/or any portion thereof made hereunder
without the consent of Owner or any other party. This Location Agreement constitutes the entire understanding and
agreement of the parties with respect to the subject matter and cannot be amended except by a written instrument signed
by the parties hereto. Owner gives to Producer the foregoing grant of rights, consent and authority with the full
knowledge and understanding that Producer will rely on this permission potentially, at Producer's substantial cost and
expense.
ACCEPTED AND AGREED T0:
City of Santa Ana
Gerardo Mouet, Executi e Director of
Recreation & Communi y Services
Date: 7-~ ~-((~
APPRUVEF3 RS :~0 FORM
JOSEPH W:"1=tf~£-++Ef2'
CITY ATTORNEY
High Noon Productions, LLC
By:
Date:`--~ cs ', ~ EG
ACORD,a CERTIFICATE 4F LIABILITY INSURANCE DA3! 9120 Orr)
PRODUCER 212-627-7400 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
AonfAlbert G. Ruben Company of NY Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
46 west 25th sheet ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
New York, New York 10010
Attn: Laura R. Cornerfcxd 212-627-7400
INSURERS AFFORDING COVERAGE NAIL #
INSURED High Noon Productions INSURER A: Great Divide Insurance Company
4100 East Dry Creek Road INSURER B:
Centennial . Co 80122 INSURERC
INSURER D:
i INSURER E
A A1~O A/~CC
v 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.AGGREGATELlMITS SHOWN MAYHAVE BEEN REDUCED BY PAID CLAIMS.
I
LTR NSR
POLICY NUMBER POLICY EFFECTIVE POLICY EXPNiA7MN1
DATE YM1DDlYY DATE MM1DD LIMITS
A
cENERALLIABILITY
CNA1000703
03!01/10
03/01/11
EACH OCCURRENCE 1'000+000
$
X COb1MERCr4LGENERALLIABILITY PREMISES aocclrenoa $ 1'000°000
CLAIMS MADE ~ OCCUR MEDEXP(Anyoneperson) ; NA
PERSONALBADVINJURY $ 1,000,000
GENERAL AGGREGATE $ 2,000+000
GENLAGGREGATELIMITAPPLIESPER: PRODUCTS-CDMPlDPAGG $ 1+000+000
POLICY PRO LOC
A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
$ 1,000,000
ANYAUTO CNA1000703 03101!10 03101111 (Eaaceidantj
ALL OVNJED AU TO5 000.
`Ilnllt-$1
000 BODILYINJURY $
SCHEDULEDAUTOS ,
, (Par Person/
x
HIREDAU TOS dedUCtlr~;{.a~2,bQ0..~M
r ~!+ v {~O~
'Vl~ , Cl}<t•
~ ttorney
, J 80DILY INJURY $
X NON-0WNED AU TO5
tPer accidenij
I h
b
as
en: PROPERTYDAMAGE
X
Auto Phys. Damage`
~
(Peraxideitj $
GARAGE LIABILITY `'~
- AUTOONLY-EA ACCIDENT S
ANY AIJ TO `
Appro~-ed: j
~'~ ~ x
-...'"_' OTHER THAN EA ACC $
~
_ ,-_ AU TO ONLY: AGG E
A EXCESS~UMBRELLALIABILITY CUA10000704 !03101110 03!01111 EACHOCCURRENCE $ 5,000,000
X OCCUR ~ CLAIMSMADE AGGREGATE $ 5,000,000
X DEDUCTIBLE $
RETENTK)N $ 10,000 $
WORKERS COMPEN SATION AND WC STAT T- I OTH-
EMPLOYERS'LIABILITY E. L. EACH ACCIDENT $
ANY PROPRIETORIPARTNERIEXECUTIVE
OFFICERfMEMBER EXCLUDED? E. L. DISEASE-EA EMPLOYEE $
tt yyees, desW be under
SPECIALPRONSIONSbelaw
E. L. DISEASE-POUCVUb11T
$
OTHER CNA1000703 03101/10 03101111 $2,000,000. rnisc:. equipment
Production Package $3,500. deductible
WORLDWIDE/ALL RISK Replac;ernentCost
DESCRIPTION OF OPERATIONS/ LOCATiON31 VEFiICLE9 / EXCLU SX7N3RDDED BY ENDORSEMENT! SPECIAL PRONSIONS
Re: Food Network-Unwrapped-Series 2100 & 2200-26ep The City of Santa Ana, its officers, employees, agents
and volunteers are additional insured under General !Auto liability per "A" but only as respects claims arising from
the operations of named insured and as required by written contract. All coverages subject to terms and
conditions of policies of insurance. This certificate does not amend,extend or alter the coverage afforded by the
olicies above.
CERTIFICATE HOLDER CANCELLATION
of Santa Ana
The Cit SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIDN
y
20 Civic Center Plaza DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, RRRRddKDrRI[~MxiO~l0C1i11rmtX
Santa Ana, CA 92701
,,~,~~,„~,~,,~,~R„R~,~X
rvrrs~eawx~exx
AU THOPo2E0 REPRESEN TAT7VE
AonlAlbert G. Ruben Company NY
ACORD 25 (2001/08) C9 ACORD CORPORATION 1985
ADDITIONAL INSURED ENDORSEMENT
Insurance Company Great Divide Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy #
CNA1000703 relating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its
officers, employees, agents and volunteers are named as additional insureds
('additional insureds' with regard to liability and defense of suits arising
from the operations and uses performed by or on behalf of the named insured.
2. With respect to claims arising out of the operations and uses performed by or
on behalf of the named insured, such insurance as is afforded by this policy is
primary and is not additional to or contributing with any other insurance
carried by or for the benefit of the additional insureds.
3. This insurance applies separately to each insured against whom claim is
made or suit is brought except with respect to the company's limits of
liability. The inclusion of any person or organization as an insured shall not
affect any right which such person or organization would have as a claimant
if not so included.
4. With respect to the additional insureds, this insurance shall not be canceled,
or materially reduced in coverage or limits except after thirty (30) days
written notice has been given to the City of Santa Ana, 20 Civic Center Plaza,
Santa Ana, California 92701.
(Completion of the following, including countersignature, is required to make this -
endorsement effective.) -
Effective March 19, 2010 ,this endorsement form as a part of
Policy # CNA1 ~Oa7~3
ISSUed to Higl~nnn Prnrluctinns
Named 1 red
:~I'F'IdIaVE:t~ A~ 7i.1 ~U~:^,~t
Countersigned by ~~~ ~'
ioSEPFfi't~t. fLE~~#~~~-_--- Authorized Signature
n-~'Tr1RNEY