CONTRACT 5497 Other CLOSED Agreement No. 5497
LOCATION AGREEMENT
THIS LOCATION AGREEMENT (this "Agreement") is made effective as of March 13, 2018
("Effective Date"), by and between THE LOS ANGELES LAKE,RS, INC., a California corporation
("LAL"),and City of El Segundo,a general law city and municipal corporation("Producer"),with regard to
the following:
RECITALS
A. LAL is the owner of the Los Angeles Lakers, a professional basketball team (the"Team"),
which is a member of the National Basketball Association(`BABA").
B. LAL is a tenant of the property located at 2275 E. Mariposa Avenue, El Segundo,
California and commonly known as the UCLA Health Training Center(the"Property").
C. Producer is filming and producing an episode of EI Segundo TV covering a basketball
game between members of the El Segundo Police Department and the El Segundo Fire Department known
as the"Battle of the Badges"to be held on March 25,2018 at the Property(the"Program"),
D. Producer desires to license from LAL, and LAL is willing to license to Producer, the
non-exclusive right to utilize portions of the Property as a location("Location")and set for the purposes of
filming the Program.
NOW THEREFORE, in consideration for the mutual covenants as are herein provided,the parties
hereto hereby agree as follows:
1. GRANT OF LICENSE. LAL hereby grants to Producer,as well as Producer's designated
employees,the non-exclusive right and license to film the Program on March 25,2018 between the hours of
3:00 PM and 6:00 PM(the"Use Period"). In this regard,Producer shall have the right to bring hand-held or
tri-pod cameras, lighting and other equipment necessary for filming the Scenes and a crew of up to three(3)
persons onto the Property during the Use Period solely for the purpose of filming the Program.
Notwithstanding the use of the Property as described in this Agreement, Producer agrees that LAL shall
have the right, in its sole discretion, to restrict the actual use of the Property and any portions thereof by
Producer if in LAL's judgment any such proposed use might cause damage to any portion the Property or
any equipment or other the fixtures or personal property located therein, restrict the use thereof by LAL or
its employees, representatives, affiliates or licensees, or otherwise as determined by the Director, Media
Relations, Head Coach or General Manager of LAL. Notwithstanding the above, all personnel and
equipment of Producer and its independent producers, contractors and suppliers that enter or are brought
onto the Property shall remain subject to the general direction and control of LAL and its designated
employees and agents.
2. USE OF RIGHTS, All rights of every kind in and to the filmed, digital and audio
recordings made by Producer for the Program shall remain vested in Producer, its licensees, sponsors,
assigns and successors, and such parties may reproduce, exhibit, advertise, exploit and license others to
reproduce, exhibit, advertise and exploit all photographs or recordings solely in connection with the
Program, any portion thereof, and/or the promotion thereof, whether or not the Property is identified, on El
Segundo TV; provided, however, that no use may be made of such digital recordings in any manner,
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Agreement No. 5497
whether in the Program or otherwise,that implies any endorsement by LAL or its subsidiaries and affiliates,
the NBA or its subsidiaries and affiliates, or their licensees, advertisers or sponsors, or any of their
respective officers, directors, shareholders, members, managers, partners, employees, agents,
representatives,successors or assigns,of any specific product or service without the prior written consent of
LAL,which consent may be withheld by LAL, in its sole and absolute discretion. Nothing contained in this
Agreement shall require Producer to actually use the Property or to produce or exhibit the Program.
3, RELEASES ANT) CONSENTS. As between LAL and Producer, Producer will be solely
responsible for obtaining all necessary third-party consents with respect to the names, images,voices and/or
likeness of any individuals, including, but not limited to, any owners, employees (including any the Player
and any other players for Team), representatives,agents,contractors or invitees of LAL or anyone else who
may be present at the Property,who are recorded by Producer in any of the Program. Nothing contained in
this Agreement shall be construed as a grant of license or right for Producer to use the name, likeness,
biographical information, logos, trademarks, trade names, service marks, video or film clips or footage,
photographs,images or other proprietary rights, symbols or property of LAL or the NBA or its subsidiaries
and affiliates without the prior written consent of LAL and prior written consent and written license from
the NBA. At the request of LAL, all persons who enter onto the Property for the purpose of recording or
assisting with the recording of the Program will be required to execute and deliver a Release, Waiver and
License Agreement in the form attached hereto as Exhibit A and incorporated herein.
Without limiting the foregoing, Producer understands, acknowledges and agrees that the name,
logos,trademarks and other identifying marks of LAL and Team (the"Marks")are and shall at all times be
and remain the property of LAL and the NBA and its subsidiaries and affiliates, and that no use of or
reference to the Marks may be made or used by Producer without the prior written consent of LAL and the
NBA, in their sole and absolute discretion. For the avoidance of doubt, subject to Producer obtaining any
required consents or approvals from the NBA, if any, LAL is hereby granting Producer permission to
include approved LAL logos,trademarks, and other identifying marks in the Program (which shall include
the LAL logos, trademarks, etc. captured in the footage shot at the Property) and in the promotion of the
Program.
4. LOCATION FEE,AND EXPENSE E Producer shall be entitled to
utilize the Property solely for the purposes specified in this Agreement without the requirement to pay any
use or other fees to LAL. No other use of the recordings or any portions thereof may be made by Producer
without the prior written consent of LAL,in its sole and absolute discretion.
S, EXPIRATION OR TERMINATION, Following any use of the Property by Producer as
provided in this Agreement, or upon any termination of this Agreement as provided herein, all personnel,
property and equipment of Producer and its employees, agents, independent producers, independent
contractors and suppliers shall be immediately removed from the Property. Notwithstanding this provision,
however, LAL shall have the right to remove any property or equipment of Producer or its independent
producers, independent contractors or suppliers remaining on the Property beyond the expiration of the Use
Period or any termination of this Agreement and have the same stored for the benefit and at the expense of
Producer, and Producer shall reimburse LAL for any storage fees and indemnify and hold harmless LAL
from and against any liabilities, losses,costs or expenses incurred in connection with any such removal and
storage.
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6. INDENINWICATION. Producer will prevent damage to the Property and agrees that,
following any use of the Property by Producer as provided for in this Agreement,upon the expiration of the
Use Period, or following any termination of this Agreement, the Property will be returned to LAL in the
same condition as when Producer entered upon it, reasonable wear and tear excepted. Producer agrees to
indemnify,defend and hold harmless LAL, its subsidiaries and affiliates, including,but not limited to, LAL
Property, LLC, which is the owner of the Property, the NBA and its subsidiaries and affiliates, UCLA
Health Services, and each of their licensees, lenders and contractors, as well as each of their respective
officers, directors, partners, owners, managers, employees, agents, representatives, successors and assigns
(the "Indemnitees"),from and against any and all liabilities, losses, costs,expenses arising out of third-party
claims (including reasonable outside attorneys'fees) and damages arising out of or in connection with any
use by Producer or its designated employees,agents,independent producers,contractors and suppliers of the
Location and the Property, including, without limitation, any claims for property damage, any claims for
personal injury, including death,to any person, breach of any representation or warranty made by Producer
herein,or any claims brought by any third parties in connection with the Program arising from or related to
the footage taken at the Property excluding claims,etc. arising from the negligence or willful misconduct of
an Indemnitee.
Producer agrees to maintain liability and property damage insurance in the amount of at least
$1,000,000.00 per occurrence / $2,000,000 in the aggregate covering all acts of Producer, its employees,
agents, independent producers, independent contractors and suppliers. LAL and Producer agree that such
insurance shall be primary with respect to the use of the Property by Producer. All policies of such
insurance shall name as additional insureds each of the Indemnitees. Producer shall deliver to LAL a
Certificate of Insurance evidencing such insurance and showing the Indemnitees named as additional
insureds on or before the commencement of the Use Period. Failure of Producer to deliver such Certificate
of Insurance to LAL prior to such date shall entitle LAL to terminate this Agreement and the right of
Producer and its employees to enter upon or use the Property.
7 O ALTERATION. Neither Producer nor any of its employees, agents, representatives,
independent producers, independent contractors or suppliers shall make any alteration to any portion of the
Location or the Property, including, without limitation to any sign of LAL, its affiliates, licensees,
advertisers or sponsors located at the Property, without the prior written consent of LAL, in its sole and
absolute discretion.
8. IACI+*NSIT.S, CONSENTS AND A t'"I'It(IVdkLS. Producer has obtained, or will obtain
prior to the required time for obtaining same, all necessary licenses, permits, consents and approvals
(including, but not limited to, any required by the City of El Segundo, if any) required for the use of the
Property by Producer or its employees,agents, independent producers, independent contractors or suppliers
as provide in this Agreement. Upon request by LAL,Producer shall provide LAL with copies of any and all
such licenses, permits, consents and approvals. Producer shall indemnify, defend and hold harmless the
Indemnitees from and against any liability,loss,cost,expense arising out of any third-party claim(including
reasonable outside attorneys' fees) or damages arising out of or in connection with any breach of this
representation by Producer.
9. NOTICES. Any notice required to be given under this Agreement shall be in writing,and
all notices shall be given by personal.delivery or by a nationally recognized overnight courier to the party to
whom sent at the addresses set forth above. Any notice given shall be deemed to have been given when
personally delivered.
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Agreement No. 5497
in. tC'M"F,Utw+I'NC 1,A�W. This Agreement shall he gnverned by and construed in accordance
with the laws of the State of California as if made between residents of said State and to be wholly
performed in California. Any legal action or proceeding instituted under,pursuant to or in connection with
this Agreement shall be brought in the appropriate State or Federal court in Los Angeles County,California,
and each party hereby consents to the jurisdiction thereof.
1 l, EFFECT OF AGREEMENT. This Agreement shall be binding upon, and shall inure to
the benefit of, the parties hereto and to their respective affiliates, licensees, sponsors, advertisers and
independent contractors, as well as each of their respective employees, agents, officers, shareholders,
directors, partners, successors and assigns; provided, however, that Producer agrees that it will not assign
this Agreement to any party prior to the completion of filming, recording or photography at the Property in
any manner which will result in any party other than Producer and its employees, agents, independent
producers, independent contractors and suppliers being allowed to enter the Property as provided herein,
without LAL's prior written consent.
12. ATTORNEYS' FEES. Should either party institute any legal action or proceeding in
order to enforce or interpret any of the terms or provisions of this Agreement,then in addition to any other
damages or remedies that may be awarded by the court to either party,the court shall have the right to award
to either party such outside attorneys'fees and costs as the court may determine to be appropriate,
13. RELATIONSHIP OF,PARTIES. The parties to this agreement are and shall remain
independent contractors in the performance of their respective obligations and duties hereunder and nothing
contained herein shall be deemed or construed to create any partnership,joint venture,employment or other
relationship between the parties other than that of independent contractors. The employees, agents and
representatives of either party shall not be construed for any purpose to be the employees, agents or
representatives of the other party.
14, TIME OF ESSENCE. Time is expressly deemed to be of the essence with respect to the
performance of each obligation under or pursuant to this Agreement.
15. EN"I"CIt'E, A(:I0,1'++",IVIEl"T. This Agreement expresses and contains the entire agreement
between the parties with respect to the subject matter hereof and there are no other agreements,
understandings,arrangements or inducements between the parties with respect to the subject matter hereof
which are not fully and completely expressed and contained herein This Agreement may not be modified,
altered or amended except by a written agreement signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement at EI Segundo,California
and have made it effective as of the Effective Date first above written.
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EI Segundo TV—Bartle or the Badges—UCLA Health Training Center LOCATION AGREEMENT
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Agreement No. 5497
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El Segundo TV—Battle of the Badges—UCLA Health Training Center LOCATION AGREEMENT
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Agreement No. 5497
EXHIBIT A
FORM OF
1't.EIXASli,,WAIVER ANI)1ACI+NS'E,Af:R+EMIEINT
FOR AND IN CONSIDERATION of The Los Angeles Lakers, Inc. ("Lakers"),which is the owner
of the Los Angeles Lakers professional basketball team ("Team"), which is a member of the National
Basketball Association ("NBA"), permitting the undersigned participant ("Participant") to enter upon the
portions of the property leased by Lakers located at 2275 E. Mariposa Avenue,El Segundo,CA 90245 and
commonly known as the UCLA Health Training Center(the"Premises")on March 25,2018 for the purpose
of filming a basketball game between members of the El Segundo Police Department and the EI Segundo
Fire Department known as the "Battle of the Badges" for exhibition on EI Segundo TV (the "Activity"),
Participant, being 18 years of age or older, does hereby now and forever, on behalf of the Participant and
Participant's heirs,successors and assigns,hereby waives all claims of whatever nature,and forever releases,
remises,acquits,discharges and holds harmless each and all of Lakers,Team,the Licensees,the NBA, LAL
Property, LLC, UCLA Health Services, and each of their respective subsidiaries and affiliates,and each of
their respective directors, officers, owners, managers, agents, employees, representatives, sponsors and
contractors, and all other persons,fin-as,corporations,associations or partnerships associated therewith,and
their heirs, executors, administrators, successors and assigns (collectively "Releasees"), from and against
any and all claims, demands, actions, causes of action, suits or proceedings arising out of any damage, loss
or injury to Participant's person(including death)or damages, losses,or injuries to the person or property,or
both, of Participant which may result, be sustained, or be received by Participant as a result of Participant
entering onto the Premises, attending and participating in the Activity, or any travel or other activity
associated therewith(including permanent disability and death).
Participant understands that by signing this Release, Waiver and License Agreement (this
"Agreement"), Participant covenants and agrees that Participant, as well as Participant's heirs, executors,
administrators, successors and assigns, will never institute or bring any claim, demand, action, cause of
action, suit, or proceeding, at law, in equity, or otherwise, against the Releasees, or any of them,or in any
way aid in the institution or prosecution of any claim, demand, action at law, cause of action, suit or
proceeding, for damages, costs, loss of services, expenses, compensation or any other remedy for or on
account of any damage, loss or injury either to Participant's person(including death)or any damage, loss or
injury of or to Participant's property, or both, which may result from the Participant's attendance at and
participation in the Activity, or any travel or other activity associated therewith. Participant agrees to
indemnify, defend and hold the Releasees harmless from any loss or damages, including attomeys'fees and
costs, sustained by Releasees,or any one or more of them,or any third patty as a result of any breach of the
covenants and agreements contained in this Agreement or any negligent or willful acts by Participant in
connection with Participant's participation in the Activity.
Participant acknowledges that by attending the above-mentioned Activity, Participant voluntarily
assumes all risks and dangers known or unknown,foreseen or unforeseen,attendant to Participant's entering
onto the Premises, attendance at and participation in the Activity. The undersigned further declares and
represents that no promise, inducement or agreement not herein expressed has been made to the undersigned
to execute this Release and Waiver.
Should any legal action,suit or proceeding be commenced by either party hereto in connection with
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this Agreement,then in addition to any other damages or remedies which may be awarded to the prevailing
party or parties therein, the prevailing party or parties shall be entitled to recover from the losing party or
parties the prevailing party's or parties' actual attorneys' fees and costs incurred in connection with such
action,suitor proceeding.
The undersigned has read and fully understands this Agreement and has voluntarily executed and
delivered this Agreement in consideration for being allowed to participate in the Activity.
PARTICIPANT:
Date:
SIGNATURE _....
PRINT NAME OF PARTICIPANT
EI Segundo TV—Battle of the Badges—UCLA Health Training Center LOCATION AGREEMENT
March 22,2018