CONTRACT 6035 Vender AgreementDocuSign Envelope ID: EC4D104B-3FFA-4699-9416-OE54C68AA7E1
Agreement No. 6035
irspi" PRODUCTION
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3/1/2021 LIC-OP001718
ANNUAL LEASE & SYNCHRONIZATION AGREEMENT
This Annual Lease and Synchronization Agreement ("AGREEMENT") is by and between Spirit Music
Collective, LLC d/b/a Spirit Production Music (hereafter referred to as "SPM") located at 12711 Ventura Blvd.,
Suite 110, Studio City, CA 91604 and El Segundo Media /City of El Segundo (hereafter referred to as
"LICENSEE") located at 350 Main Street, El Segundo, CA, 90245 for the licensing of music. In full consideration
for the rights granted herein, LICENSEE agrees to pay SPM the sum of One Thousand Six Hundred and Fifty US
Dollars ($1,650.00) for the term of this AGREEMENT. This License is payable in Three (3) Installments, the
first is due upon signing in the amount of Five Hundred and Fifty US Dollars ($550) with further installments due
on 9/1 /2022 and 9/1/2023 in the amount of $550 each.
SPM hereby licenses and shall immediately make available to LICENSEE digital copies of the musical
Composition(s) and Master Recording(s) (hereafter referred to as "COMPOSITIONS") from the SPM libraries
(hereafter referred to as "LIBRARY"), and grants to LICENSEE the following non-exclusive right to review and
embody unlimited COMPOSITIONS from the LIBRARY in LICENSEE's productions during the term of the
AGREEMENT for the following clearance(s):
• Broadcast Synchronization — Local programs, promos, commercials, infomercials and PSA's
• All Digital Rights: All Internet & Mobile Media & Social Media, including Pre -Roll, streaming
and/or downloading
3. The TERRITORY covered by this AGREEMENT is the LICENSEE's location noted above as it relates to
synchronization and The World as it relates to distribution.
4. The term of this AGREEMENT shall be for a period of three (3) Years with an additional six (6) months at no
additional cost beginning on 3/1/2021 and ending on 8/31/2024. Upon termination or expiration of this
AGREEMENT, all materials furnished by SPM to LICENSEE shall be returned to SPM at LICENSEE's expense
within ten (10) days.
5. SPM warrants that it is an authorized agent for all of the music contained in the LIBRARY. SPM further warrants
that it has the legal right to license the usage of music selected from the LIBRARY, and that each and every part
of the recorded material in LIBRARY were manufactured under agreements with the copyright owners which
permit their use for purposes herein specified and that LICENSEE shall not be liable for any additional payments
in connection with the exercise of the rights herein granted to LICENSEE.
6. In the event that SPM breaches this AGREEMENT, LICENSEE shall have the right to terminate this
AGREEMENT upon ten (10) business days written notice to SPM; in the event this AGREEMENT is terminated
because of breach by SPM, SPM shall refund to LICENSEE that portion of the unearned license fee as of the
termination date. If any warranty herein shall be breached in whole or in part, with respect to (any of) said musical
composition(s), SPM's total liability shall be limited either to repaying the amount of the consideration theretofore
paid under this License with respect to such musical composition(s) to the extent of such breach or to holding
LICENSEE harmless to the consideration theretofore paid under this License with respect to such musical
composition(s) to the extent of said breach. SPM agrees to indemnify, defend (with counsel of SPM's choice and
reasonably acceptable to LICENSEE) and hold LICENSEE harmless from and against all claims, demands,
actions, proceedings and/or suits (collectively, "Claims") brought by any third party resulting in liabilities, losses,
costs, damages and expenses (collectively, "Losses") arising out of or in connection with any breach of SPM's
representations and warranties herein. LICENSEE agrees that SPM shall have the sole right to control the legal
defense against any Claims. LICENSEE may participate, at its own expense, in such defense and in any
settlement discussions directly or through counsel of its choice.
12711 VENTURA BLVD., SUITE 110, STUDIO CITY, CA 91604
TEL: 988 757 6787 FAX 818 508 2044
DocuSign Envelope ID: EC4D104B-3FFA-4699-9416-OE54C68AA7E1
Agreement No. 6035
" PRODUCTION
music
3/l /2021 LIC-OP001718
ANNUAL LEASE & SYNCHRONIZATION A+GREE_MEDa
In the event that LICENSEE breaches this AGREEMENT, SPM shall have the right to terminate this
AGREEMENT upon ten (10) business days written notice to LICENSEE, and LICENSEE agrees to pay
reasonable costs incurred by SPM which result from LICENSEE's breach. Upon termination: (a) all rights
granted to LICENSEE by this AGREEMENT shall 'immediately revert to SPM'; (b) all income which was dueor
which might become due under this AGREEMENT shall immediately become payable; and(c) LICENSEE shall
have no further claim to this AGREEMENT, any income,, or benefits relating to this AGREEMENT.
Notwithstanding anything contained herein to the contrary„ all COMPOSITIONS from the LIBRARY, and Sub -
Libraries if licensed by LICENSEE, embodied in productions completed during the term of this AGREEMENT
are irrevocably licensed for use in those productions in perpetuity, worldwide.
8. LICENSEE shall have the power and authority to assign its rights and obligations under this AGREEMENT to
any patty, whatsoever without SPM's consent, provided that. LICENSEE'Ss assignee agrees to be bound by all of
the obligations undertaken by LICENSEE hereunder. This AGREEMENT is binding upon and shall inure to the
bencriit of the respective suoc ssors and/or assigns orthe parties hereto.
9. LICENSEE agrees to furnish licensor cue sheets/reporting forms for all traditional broadcast (i.e. TV and/or Film)
productions that utilize compositions from the LIBRARY, All cue sheets must have composer, perforating rights.
affiliation, and composition title information listed. All cue sheets need to be reported to SPM within thirty (30)
days of the final edit of each production. LICENSEE shall not be required to supply SPM' with cue
sheets/reporting forms for Internet broadcasts.
10. Public performance of the COMPOSITIONS in synchronization with the PRODUCTIONS shall be further
subject to the maintenance or procurement by each exhibiting entity of a valid perflarming rights license issued
by ASCAP, BMI, SESAC, or other entity controlling the licensing ofperfon-ring rights.
11. All rights not herein explicitly granted to LICENSEE are reserved by SPM.. without limiting the foregoing, no
sound recordings produced pursuant to this License are to be manufactured,„ and/or sold separately or
independently of the PRODUCTIONS.
12. This AGREEMENT shall be considered valid upon SPM receiving a partially executed AGREEMENT or upon
of first annual payment. A photocopy or faxed copy of this AGREEMENT shall be considered as a valid original.
13. This Agreement was drafted in and will be construed in accordance with the laws of the State of California, and
exclusive venue for any action involving this agreement will be in Los Angeles County. Both of the parties to
this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages and
costs (including attorney's fees) caused by any breach of any provision of this Agreement and to exercise all other
rights existing in its favor. The prevailing party shall) be entitled to recover its reasonable legal fees and other
costs of suit or arbitration.
12711 VENTURA BLVD., SUITE 110, STUDIO CITY, CA 91604
TEL: 888 757 6787 FAX: 818 508 2044
DocuSign Envelope ID: EC4D104B-3FFA-4699-9416-OE54C68AA7E1
Agreement No. 6035
S 40 40
PRODUCTION
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3/l/2021 LIC-OP001718
AI It1IAL LEASE & YIVCIIR0I91 AT10 AGREEMENT_
El Segundo Media /City of El Segundo / Main Contact Darnell Jenkins
Email Address (Main Contact)
djenkins@elsegundo.org
El Segundo Media /City of El Segundo / Billing Contact Accounts Payable / Finance
Email Address (Billing Contact)
accountspayable@elsegundo-org
AGREED TO AND ACCEPTED BY: AGRri. TO AND ACCEPTED BY:
Spi i (d)+� 0usic El Sc o Media /City of I' Segundo
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12711 VENTURA BLVD., SUITE 110, STUDIO CITY, CA 91604
TEL: 888 757 6787 FAX: 818 508 2044