CONTRACT 5653 Vender Agreement CLOSED Agreement No. 5653
LOCA'T'ION AGREEMENT
THIS LOCATION AGREEMENT (this "Agreement") is made effective as of January 8,2019
(`=Effective Date"), by and between THE, LOS ANGELES LAKERS, INC., a California corporation
("LAL"),and City of El Segundo,a general law city and municipal corporation("Producer"),with regard to
the following:
RECI I'ALS
A. LAL is the owner of tine Los Angeles Lakers,a professional basketball team(tile"Team''),
which is a member of the National Basketball Association("NBA").
B. LAL is a tenant of the property located at 2275 E. Mariposa Avenue, El Segundo,
California and cotninoniv known as the UCLA Fl:ealth Training Center(the"Property").
C. Producer is filming and producing an episode of El Segundo TV covering a basketball
Same between members of the El Segundo Police Department and the El Segundo Fire Department kno-'%,n
as the"Battle of the Badges"to be held on Jaiuia€y 12,2019 at the Property(the"Program').
D. Producer desires to license from LAI., 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 TIIEREI+OIZE,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 filet and take photographs of the Prog=ram on January 12,
2-019 between the hours of 7:30 p.m. and 9:00 p.m. (tile"Use period"). In this regard, Producer shall have
the right to bring hand-held or tri-pod cameras, lighting and other equipment necessary for filining the
Program and a crew of up to three(3)persons onto the Property during the Use Period solely for-the purpose
of filming and taking photographs of 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 tine Property or any equipment or other the fixtures on- personal property
located therein, restrict the use thereof by LAL or its employees, representatives,affiliates or licensees,or
otherwise as detennined 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. CJSE OE" IuGI-rr& 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 nnanrner,
EI Sei, —battle of the Badges—UCLA i-lealth Training Center LOCATION AGREI:i♦QE
January If,2019
Agreement No. 5653
whether in the Program or otherwise,that implies any endorsement by LAI,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. I LEASES AND CONSE'N'TS. 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 arty the Player
and any other players for Team),representatives,agents,contractors or invitees of LAI..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 priori-written consent and written license frorn
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 fixe NBA, i1'any, LAL is hereby granting Producer permission to
include approved LAL lobos, 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 EEE AND EXPENSE REIMBURSEM.ENI T. 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 d iscretion.
5. EXPIRATION OR TERKINATSON. 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 some 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.
F,1 Segundo T V—Battle of tltc Badges—UCLA i lcallh Trainin.-Centcr LOCATION AGREE'a'AWr
January H,2019
Agreement No. 5653
6. INDEMNIFICATION. 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,American Skating Entertainment Centers,LLC, American Entertainment Spoils Company,
LLC, Polar Ice Enterprises California, LLC 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
ill 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 etaims for
property damage, any claims for personal injury, including death, to any person, breach of any
0
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 ex-Chiding claims,
etc.arising from the negligence or willful misconduct of an Indemnitee.
Producer agrees to maintain liability and property darnage insurance in the amount of at least
$1,000,000,00 per occurrence / $2,000,000 in the ag- a
areg te 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 or 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. NO 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. LICENSES. CONSENTS AND APPROVALS. Producer has obtained or Avill obtain
prior to the required time for obtaining same all necessary licenses, permits, consents arid approvals
4D
(including, but not limited to, any required by the City of El Segundo, if au-,y) 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 hanniess the
Indemnitees from and against any liability,loss.cost,expense arising out of any third-patty 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 Wpersonal delivery or by a nationally recognized overnight courier to(lie party to
C,
1-1 Segundo TV—Battle or the 13adges—UCLA Health Training Center LOCiVriON AGREEMENT
3munry It,2019
Agreement No. 5653
whom sent at the addresses set forth above. Any notice given shall be deemed to have been given when
personally delivered.
10. Gf?VE10I:NG'LAW. This Agreement shall be governed 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 ill the appropriate State or Federal court in Los Angeles County,California,
and each party hereby consents to the jurisdiction thereof.
11. EFFECTOF AGREI.IMENT. 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. ATTORINTYS' 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
danlagges or remedies that may be awarded by the court to either party,the court shall have the right to award
to either patty such outside attorneys`fees and costs as the court may determine to be appropriate.
13.
RELATIONSHIP OF PARTIE& 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. TUME 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. ENITHM AGREEAM,NT. This Agreement expresses and contains the entire agreement
between the parties Arith respect to the subject matter hereof and there are no other agreements,
understandings, arrangements or inducements behveen the patties with respect to the subject smatter 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.
REMAINDER OF PAGE INTE1tiTIONALLY LEFT 13LANK AND SIGNATURES APPEAR ON
FOLLOWING PAGE
El 5cgundo'I'v-Battle orthe Badges--UCLA 1•lealth'rraining Center r-UCA110iv AGREEMENT
humary 11,2019
gl
IN 1
IN WITNESS WHEREOF, the parties have executed this Agreement at El Segundo, California
and have made it effective as of the Effective Date first abowwritten.
CITY0,Xu, THE LOS ANGEL M, LAKE RS,INC.
By By:
Name: (;'Virj A p�ilpd
Title:Cs v Min
Title: Acrowwr IP'will r S8 I-AK&e.S
ATTEST:
C
APPROVED AS TO FORM:
City Attorney's ofl1
El Segundo TV—Aalitleol'thil:Badges—UCLA Health Training Cower LOCATION AGiT:r-.*wN'r
ipilunry 1(,2019
TICKET INVOICE 2275 E, Mariposa Avenue, EL Segundo, CA 90245 310.426.6031 takers.com
Agreement No. 5653
EXHIBIT A
FORM OF RELEASE,WAIVER AND LICENSE AGREEMENT
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 January 12, 2019 for the purpose of filming a
basketball game between members of the El Segundo Police Department and the El Segundo Fire Department
known as the "Battle of the Badges" for exhibition on El Segundo TV (the "Activity"), Participant, being 18
years of age or older, does hereby now and forever, for Participant, Participant's heirs, administrators,
executors, successors and assigns, grants to Lakers, and its subsidiaries and affiliates, and their licensees,
broadcasters, successors and assigns, including, but not limited to, Charter Communications, Inc. and its
controlled affiliates(collectively, "Licensees"),the irrevocable right and license to record, film,edit,broadcast,
telecast, use and reuse, and exploit, and to grant to others the right and license to record, film, edit,broadcast,
telecast, use or reuse, and exploit, the name, voice, likeness, image, statements, actions, biographical data,
poses, performances, and sound materials of Participant in all media throughout the world, in perpetuity
including, but not limited to, any telecast by standard television, cable television, pay-per-view television,
satellite television, home video, radio broadcast, films, motion pictures, videotape, audiotape, laser disc,
compact disc, still photography, online and any other means of exhibition, whether or not now existing, as a
result of the Participant's attendance at and participation in the Activity for any and all purposes, including,
without limitation, in connection with the telecast, broadcast, exhibition,promotion or publicity of the Lakers,
the Licensees, and any of their television and radio broadcasters, and for any other commercial purposes;
provided, however, that any such use shall not imply an endorsement by the Participant of any particular
product or service.
In addition, Participant, 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, the Licensees, the NBA, LAL G Team, LLC dba South Bay Lakers, LAL E
Team, LLC, Los Angeles Lakers Youth Foundation, LAL Property, LLC, UCLA Health Services, American
Skating Entertainment Centers, LLC, American Sports Entertainment Company, LLC, Polar Ice Enterprises
California, 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, firms, 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
El Segundo TV—Battle of the Badges—UCLA Health Training Center LOCATION AGREEMENT
January 11,2019
Agreement No. 5653
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 attorneys' fees and costs, sustained by Releasees, or any one or
more of them, or any third party 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
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, suit or
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: 1/11/19
__. ........
SIG AnRE
R:E.
Emily Mekesa Grigely
PRINT NAME OF PARTICIPANT
El Segundo TV—Battle of the Badges—UCLA Health Training Center LOCATION AGREEMENT
January 11,2019
Agreement No. 5653
EXI-1181TA
FORM OF RELEASE,WAIVER AND LICENSE AGREEMENT
FOR AND IN CONSIDERATION of The Los Angeles Lakers,Inc. (`6 s"),which is the owner of
the Los Angeles Lakers professional basketball team Cream"I wtuch is a member of the National Basketball
Association("NBA7), permitting the undersigned particiliant( 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 " ") on January 12, 2019 for the purpose of filming a
basketball game between members of the El Segundo Police Department and the El Segundo Fire Department
known as the " a of the Badges" for exhibition on El Segundo TV (the"Activity"), Participant being 18
yews of age or o , for ParficipaK Participanes heirs, arlministrators,
executors, successors and assigns, grants to Lakers, and as subsidiaries and affiliates, and their licensees,
broadcasters, successors and assigns, including, but not limited to, Charter Conuminications, Inc. and its
controlled affiliates(collectively, "Licensees"),the irrevocable right and license to record, Ehrl,edi�broadcast
tel use and reuse, and exploit and to grant too the right and license to record, film, edit broadcast
telccas� use or reuse, and exploit, the name, voice, likeness, image, statements, actions, biographical data,
poses, performances, and sound materials of Participant in all media throughout the world, in perpetuJity
including, but not limited to, any tel by standard television, cable television, pay-per-view television,
satellite television, home video, radio brootion pictures, videotape, audiotape, laser disc,
compact disc, still photography, online and any other means of exhibition, whether or not now existing, as a
result of the Participant's attendance at and participation in the Activity for any and all purposes, including,
without finutabon,in connection with the tek=st,broadcasL w&-bition, promotion or publicity of the Lakers,
the Licensees, and any of their television and radio broadcasters, and for any other commercial purposes;
provided, however, that any such use shall not imply an endorsement by the Participant of any particular
product or service.
In addition, Participant on behalf of the Participant and Parficipanfs heirs, successors and assigns,
hereby waives all claim of whatever natum and forever releases, remises, acquits, discharges and holds
harmless each and all of Lakers,the Licensees, the NBA, LAL G Team, LLC dba South Bay Lakers, LAL E
Team, LLC, Los Angeles Lakers You Foundation, LAL Property, LLC, UCLA Health Services, American
Skating Entertainment Centers, LLC, American Sports Entertainment Company, LLC, of Ice Enterprises
California, LLC, UCLA Health Services, and each of their respective subsidiaries and affiliates, and each of
their respective directors, officers, owners, managem agents, employees, reresentalives, sponsors and
contractors, and all other pawns, firms, 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 Parficipanfs person (including death) or damages, losses, or injuries to the person or property, or 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 dw Participant as well as Participarifs heirs, executom
administratocs, 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, oTin any way aid in
the institution or prosecution of any claim demand, action at law, cause of action, suit or proceeding, for
El Se Tv—Battle of die Badges—UCLA Health Training Center LOCATION AGREEMENT
Jantaty 11,2019
Agreement No. 5653
damages,costs,loss of services,experLws,compensabon or my other remedy for or on account ofany danWe,
loss or injury either to Parficipanes person(including death)or any damage,loss or injury of or to Participanes
property, or both, which may result from the Participanfs attendance at and participation in the Activity,or any
travel orother 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 party as a result of any breach of die covenants and agreements contained in this
Agreement or any negligent or willfid acts by Parhcipart m connection with Participard'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 Participanfs entering
onto the Promises, attendance at and pamcipabon in the Activity. The undawgried finther 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 acfion, suit or proceeding be commenced by either party hereto in connection with
this Agreement, then in addon to any other damages or remedies which may be awarded to die prevailing
party or parties therm the prevailing party or parfies shall be enuded torecover fi-cm the losing party or parties
the prevailing party's or parties'actual attorneys'fees and costs incurred in connecfion with such action, suit or
proceeding.
The undersigned has read and fidly understands this Agreement and has voluntarily executed and
delivered this Agreement in consideration for being allowed to parbapeft=the Acirvity.
PARTICEPANT:
Date:
SIGNATURE
............. ...............
PRINT NAME OF PARTICIPANT
El Segundo TV—Battle of the Badges—UCLA Heafth Training Center LOCA110N AGREENUM'
January 11,2019
Agreement No. 5653
EXHIBIT A
FORM OF RELEASE,WAIVER AND LICENSE AGREEMENT
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,EI Segundo,CA 90245 and commonly known
as the UCLA Health Training Center (the "Premises") on January 12, 2019 for the purpose of filming a
basketball game between members of the El Segundo Police Department and the El Segundo Fire Department
known as the `Battle of the Badges" for exhibition on El Segundo TV (the "Activity"), Participant, being 18
years of age or older, does hereby now and forever, for Participant, Participant's heirs, administrators,
executors, successors and assigns, grants to Lakers, and its subsidiaries and affiliates, and their licensees,
broadcasters, successors and assigns, including, but not limited to, Charter Communications, Inc. and its
controlled affiliates(collectively, "Licensees"),the irrevocable right and license to record,film,edit,broadcast,
telecast, use and reuse, and exploit, and to grant to others the right and license to record, film, edit, broadcast,
telecast, use or reuse, and exploit, the name, voice, likeness, image, statements, actions, biographical data,
poses, performances, and sound materials of Participant in all media throughout the world, in perpetuity
including, but not limited to, any telecast by standard television, cable television, pay-per-view television,
satellite television, home video, radio broadcast, films, motion pictures, videotape, audiotape, laser disc,
compact disc, still photography, online and any other means of exhibition, whether or not now existing, as a
result of the Participant's attendance at and participation in the Activity for any and all purposes, including,
without limitation, in connection with the telecast, broadcast, exhibition, promotion or publicity of the Lakers,
the Licensees, and any of their television and radio broadcasters, and for any other commercial purposes;
provided, however, that any such use shall not imply an endorsement by the Participant of any particular
product or service.
In addition, Participant, 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, the Licensees, the NBA, LAL G Team, LLC dba South Bay Lakers, LAL E
Team, LLC, Los Angeles Lakers Youth Foundation, LAL Property, LLC, UCLA Health Services, American
Skating Entertainment Centers, LLC, American Sports Entertainment Company, LLC, Polar Ice Enterprises
California, 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, firms, 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
EI Segundo TV—Battle of the Badges—UCLA Health Training Center LOCATION AGREEMENT
January 11,2019
Agreement No. 5653
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 attorneys' fees and costs, sustained by Releasees, or any one or
more of them, or any third party 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
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, suit or
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: January 11, 2019
SIGNATURE
Barris C.Shao
PRINT NAME OF PARTICIPANT
El Segundo TV—Battle of the Badges—UCLA Health Training Center LOCATION AGREEMENT
January 11,2019