from: allen, louise sent: monday, march 11, 2013 2:54 pm
TRANSCRIPT
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Allen, Louise
From: Allen, LouiseSent: Monday, March 11, 2013 2:54 PMTo: Prete, Suzanne; Kyle Sucher; Barnes, Britianey; Luehrs, Dawn; Medina, Esther; Zechowy,
LindaSubject: RE: location agreement- TPC Franklin and Bash contract.pdfAttachments: location agreement- TPC Franklin and Bash contract.pdf
A few changes were omitted … See Suzanne’s changes in paragraph 4 and my changes in paragraph 5. If the agreement has not been signed yet, these changes should be reinserted. Thanks, Louise
From: Prete, Suzanne Sent: Friday, March 08, 2013 8:24 PM To: Kyle Sucher; Barnes, Britianey; Allen, Louise; Luehrs, Dawn; Medina, Esther; Zechowy, Linda Subject: RE: location agreement- TPC Franklin and Bash contract.pdf Okay with me. Suzanne Prete | Vice President | Legal Affairs | Sony Pictures Television Inc. 10202 West Washington Boulevard | Harry Cohn 108 | Culver City, CA 90232 310.244.7095 | 310.244.1477 | [email protected]
From: Kyle Sucher [mailto:[email protected]] Sent: Friday, March 08, 2013 5:18 PM To: Barnes, Britianey; Allen, Louise; Luehrs, Dawn; Medina, Esther; Zechowy, Linda; Prete, Suzanne Subject: Fwd: location agreement- TPC Franklin and Bash contract.pdf Accepted all changes, but just added gross negligence to agreement. Signature page is signed in separate attachment. Thanks, -- Kyle Sucher Key Assistant Location Manager "Franklin & Bash" 818-720-2258 CELL [email protected] ---------- Forwarded message ---------- From: Monica Harrison <[email protected]> Date: Fri, Mar 8, 2013 at 5:08 PM
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LOCATION RELEASE
THIS LOCATION RELEASE (“Release”) is made and entered into as of the 7 March
2013 by THE TOURNAMENT PLAYERS CLUB AT VALENCIA, LLC (“TPC” or
“CLUB”) and Woodridge Productions, Inc. (“CLIENT”).
BACKGROUND FACTS
A. Newhall Land and Farming Company owns the Tournament Players Club at Valencia
B. CLIENT desires to film the Property (located at 26550 Heritage View Land, Valencia
California, 91381) as more fully set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, TPC and CLIENT hereby agree as follows:
AGREEMENT OF THE PARTIES
1. GRANT. TPC hereby grants to CLIENT, for good and valuable consideration,
receipt of which is hereby acknowledged, permission to enter upon use and/or
recreate the Property on _Monday, 11 March 2013_for the purpose of photographing
and recording certain scenes in connection with the production of a Television series
entitled “Franklin & Bash” (the “Program”). All physical embodiments of filming,
recording and photography on the Property made of the Property, and any and all
furnishings, works of art and other objects located in or around the Property, shall
hereinafter be known as the “Materials”. TPC hereby grants to CLIENT a permission,
during the Term (as defined below), to enter, utilize and photograph, in connection
with the Production and only upon the terms and conditions set forth herein, the
following portion of the Property: Men’s locker room, atrium, putting green and
parking lot. CLIENT shall take possession of the Property in its “as-is” condition
and CLIENT acknowledges that neither TPC nor L.A. Film Locations has not made
any representations or warranties with respect to the Property, the condition thereof,
or the suitability of its use for CLIENT’S purposes.
2. TERM: CLIENT’S right to use the Property pursuant to this Location Release in
Section I above shall commence Monday, 11 March 2013 only (the “Term”). Said
days (see below), shall include any set-up, take-down and clean up time required by
Client. Should Client or any of Client’s employees, agents, contractors or invitees fail
to vacate the Property in accordance with the Provisions of this agreement upon the
expiration of the Term, CLIENT agrees to pay to TPC, promptly upon request, any
additional sum(s) as outlined in the daily rate schedule in paragraph 8 and $750 /hour
for each additional hour beyond the allowed daily hours. Nothing contained herein
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shall be construed as consent by TPC to any such holding over and TPC expressly
reserves the right to require CLIENT to surrender possession of the Property to TPC
upon the expiration of the Term. During the Term, a Preparation Day and a
Wrap/Strike day shall be twelve (12) hours long in this contract. A Shooting Day
shall be considered fourteen (14) hours long. Client’s use of the Property for longer
than the specified hours in any one calendar day will be considered overtime and will
entail an increase in the License Fee.
Prep Date:
N/A
Shoot Date:
Monday, 11 March 2013 only
Strike Date:
N/A
3. USE OF PROPERTY. CLIENT may place all reasonably necessary facilities and
equipment on the Property as discussed in advance with and approved in advance by
TPC. CLIENT shall remove all of the facilities and equipment after completion of
work and leave the Property in as good of condition as when received, reasonable
wear and tear excluded. CLIENT must use a professional, licensed janitorial service
after completion of shoot. Client also recognizes that the Property will be concluding
its normal operations on the day of filming and Client agrees not to unreasonably
disrupt such operations. *Note: TPC will be closed on Monday, 11 March 2013 with
the exception of Management and golf course maintenance crew.
4. INDEMNIFICATION. CLIENT will use its commercially reasonable good faith
efforts to prevent any damage to the Property. CLIENT will indemnify and hold
TPC, its operator, their respective owners, Micon Properties, Inc. dba L.A. Film
Locations, and affiliates and their respective officers, directors, employees and
affiliated entities and their respective officers, directors, and employees (the “TPC
Indemnitees”) harmless from and against any and all losses, claims, damages,
expenses, judgments, awards, petitions, demands or liabilities (including, without
limitation, reasonable outside counsel fees whether incurred in preparation for trial, at
trial, on appeal or in bankruptcy proceedings), joint or several, to which any of the
TPC Indemnitees may become subject on account of CLIENT’s use of the Property
pursuant to this Agreement (except when resulting from TPC’s and/or L.A. Film
Locations’ and/or the TPC Indemnities’ gross negligence or willful misconduct
including (i) any injury, death or damage resulting from any act by CLIENT in
connection with CLIENT’s use of the Property; excluding any claim, injury, death or
damage to the extent arising out of or resulting from the negligence or willful
misconduct of TPC and/or L.A. Film Locations and/or the TPC Indemnitees, each of
their respective agents, employees, contractors or representatives or from a breach of
this Agreement by TPC and/or L.A. Film Locations and/or the TPC Indemnitees, or
(ii) any breach of alleged breach of failure of any agreements, obligations,
representations or warranties of CLIENT under this Agreement, except due to the
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gross negligence or willful misconduct of TPC and/or L.A. Film Locations and/or the
TPC Indemnitees; provided that TPC will notify CLIENT promptly in writing upon
receipt of notice of any such claim and will tender to CLIENT the opportunity to
defend and/or settle such claim at CLIENT’s expenses and will reasonably assist and
cooperate with CLIENT in defending and/or settling such claim. TPC’s sole remedy
for a breach by CLIENT of CLIENT’S obligations hereunder shall be an action at law
for damages, it being agreed that in no event shall TPC seek or be entitled to
injunctive or equitable relief.
5. INSURANCE. Prior to entering onto the Property, CLIENT shall obtain, and
thereafter maintain, Commercial General and excess/umbrella Liability insurance,
including product and contractual liability insurance providing adequate protection
for TPC, the TPC Indemnitees and naming the TPC Indemnitees and Micon
Properties, Inc. dba L.A. Film Locations as additional insured parties on CLIENT’s
policy against any claims, demands, or causes of action and damages, including
reasonable outside attorneys’ fees, arising out of CLIENT’s use of the Property as
contemplated herein. In accordance with the indemnity provisions herein, shall any
of the above described policies be cancelled before the expiration date of any
cancellation or termination, CLIENT shall replace the applicable policy of insurance
with another policy of insurance (and shall deliver to TPC Certificates of such
insurance) in compliance with this paragraph. TPC shall be furnished with a
certificate of such insurance and endorsements in the form prescribed by TPC a
minimum of fourteen days prior to date of filming. CLIENT agrees that such
insurance policy or policies shall provide coverage of at least Two Million Dollars
($2,000,000) for personal and advertising injury, bodily injury and property damage
arising out of each occurrence, or CLIENT’s standard insurance policy limits,
whichever is greater. TPC Valencia must receive certificate of insurance 72 hours
prior to the commencement date.
6. OWNERSHIP. TPC represents and warrants that it has the right to enter into this
Agreement and to grant CLIENT all rights provided by this Agreement and the
permission of no other person or entity is required to allow CLIENT to use the
Property for the purpose contemplated hereunder. TPC hereby grants to CLIENT, it’s
successors, licensees and assigns the right to exploit the Materials (only as a part of
the Program) throughout the world, an unlimited number of times, in perpetuity in
any and all media, now known or hereafter invented, in connection with the broadcast
of the Program and for and in and in connection with any advertising, publicity, and
promotional purposes or other material in connection with the Program. TPC
acknowledges that CLIENT is the exclusive owner of all rights of whatever nature in
all films, photographs and recordings made by CLIENT at the Property other than any
name, logo or trademark of TPC or any copyright of TPC. CLIENT acknowledges
and agrees any goodwill associated with TPC belongs to TPC. CLIENT shall not,
during the term of this Agreement or thereafter, , attack the validity of this
Agreement, or use the Property or any Material in any manner other than as
specifically licensed hereunder, including use that constitutes actionable defamation
of TPC in the scenes of the Program in which the Materials appear.
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7. USE OF TPC MARKS. Nothing herein shall grant CLIENT the right to use TPC
trademarks and logos in any manner whatsoever without the prior written approval of
TPC in each instance.
8. CONSIDERATION. In full consideration of the rights granted herein, CLIENT
shall pay to TPC $7,500. CLIENT shall have the right to reenter upon prior notice to
TPC and subject to availability as determined by TPC, for further work as reasonably
requested, at the same Fee, which shall be payable 24 hours prior to the shooting.
Payment shall be made in the form of a company check or cashier’s check payable to
L.A. Film Locations, who shall act as TPC’s Filming Representative who shall
disburse same according to the Location Management Agreement entered into
between TPC and L.A. Film Locations. CLIENT acknowledges and agrees that the
Fee is non-refundable. If CLIENT is prevented or hampered by weather or
occurrences beyond CLIENT”s control, CLIENT shall have the right to use the
Property as aforesaid at a mutually agreeable time without further compensation.
9. SECURITY DEPOSIT: Concurrently with Client’s execution and delivery of this
Agreement, Client shall pay to TPC Five thousand dollars ($5,000) (“Security
Deposit”) as security for the performance of each provision of this Agreement to be
performed by CLIENT. If CLIENT breaches any provision of this Agreement,
including, but not limited to, the failure to return the Property in the condition
required herein, TPC may use all or any part of this Security Deposit to compensate
TPC for actual and reasonable costs incurred as a result of such breach or to
compensate TPC for actual and reasonable costs of any other loss or undisputed
damage which TPC may suffer as a result thereof in accordance with the indemnity
provisions herein. Within ten (10) days after the expiration of the Term, the Security
Deposit or any remaining balance thereof shall be returned to Client. If TPC claims
that CLIENT is responsible for any damage to the Property or any injuries arising out
of CLIENT’S use of the Property pursuant to this Agreement, TPC shall notify
CLIENT in writing within ten (10) business days of the date that CLIENT vacates the
Property, which writing shall include a detailed listing of all property damage and/or
injuries for which TPC claims CLIENT is responsible, and TPC shall permit
CLIENT’s investigators to inspect the property claimed to be damaged.
10. NO OBLIGATION TO USE. CLIENT is not obligated to use the Property or
produce the Program or include the Materials in the Program for which it was shot or
otherwise. CLIENT may at any time elect not to use the Property in the Program by
giving TPC written notice of such election, in which case, the rights granted to
CLIENT hereunder shall immediately terminate.
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11. MISCELLANEOUS.
a. This Agreement including all exhibits hereto (all of which are incorporated herein by this
reference), contains the entire agreement and understanding concerning the subject matter hereof
between the parties hereto.
b. No waiver, termination or discharge of this Agreement, or any of the terms or provisions hereof,
shall be binding upon either party unless confirmed in writing. No waiver by either party hereto of
any term or provision of this Agreement or of any default hereunder shall affect such party’s rights
thereafter to enforce such term or provision or to exercise any right or remedy in the event of any
other default, whether or not similar. This Agreement may not be modified or amended except by
a writing executed by both parties hereto.
c. If any provision of this Agreement shall be held void, voidable, invalid or inoperative, no other
provision of this Agreement shall be affected as a result thereof, and, accordingly, the remaining
provisions of this Agreement shall remain in full force and effect as though such void, voidable,
invalid or inoperative provision had not been contained herein.
d. This Agreement shall be governed by and construed in accordance with the laws of the State of
California.
e. Neither party hereto may assign this Agreement, in whole or in part, without the prior written
consent of the other party, and any attempted assignment not in accordance herewith shall be null
and void and of no force or effect, provided however, CLIENT shall have the right to freely
license, assign and otherwise transfer any and all rights granted by TPC to the Materials, in whole
or in part, to any person or entity.
f. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, representatives, successors and permitted assigns.
g. Upon the reasonable request of the other party hereto, each party agrees to take any and all
actions, including, without limitation, the execution of certificates, documents or instruments,
necessary or appropriate to give effect to the terms and conditions act forth in this Agreement.
h. This Agreement may be executed in one or more counterparts, each of which shall be deemed to
be an original, but all of which together shall constitute the same Agreement. Any signature page
of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any
other counterpart to complete a fully executed counterpart of this Agreement, and any telecopy or
other facsimile transmission of any signature shall be deemed an original and shall bind such
party.
i. Site Representative: Three hundred fifty Dollars ($350.00) for first ten hours and Fifty two fifty
dollars ($52.50) per hour per person thereafter. Any Saturday, Sunday or Holiday hours required
would be at the rate of seventy dollars/hour ($70/hour) per person all day long. TPC requires that a
L.A. Film Locations site representative be present on any day the Client’s personnel are on the
Property (all Prep, Shoot and Strike Days). Ten hour minimum on all prep, shoot and strike days.
Estimated charges shall be paid in advance prior to any equipment and/or personnel entering the
Property.
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j. TPC Employee: TPC requires that a TPC Employee be present on any day the Client’s personnel
are on the Property (all Prep, Shoot and Strike Days) in addition to the L.A. Film Locations Site
Representative. Thirty dollars ($30/hour) for the first 8 hours. Time and a half per hour up to 12
hours and double time thereafter.
k. No loitering in clubhouse. Crew members and extras to remain in the areas designated on the
shoot day.
l. Parking – see Exhibit B showing areas where CLIENT can park.
m. Cart paths must be kept clear and open for CLUB operations at all times.
n. CLUB has various equipment and set dressing available for rent. L.A. Film Locations can provide
the costs for all of the equipment and/or set dressing. A list of items has been submitted to TPC
from CLIENT for use on Monday, 11 March 2013.
o. CLIENT shall supply its own restroom facilities unless otherwise arranged by CLUB.
p. All electrical requirements of CLIENT must be supplied by CLIENT’s generator. Any deviation
must be approved by CLUB prior to utilizing any building electrical outlet.
q. CLIENT shall be responsible for all of CLIENT’s trash. CLIENT shall have their own trash
service provider and remove all trash from the Property. The Property’s trash dumpster is off
limits to the CLIENT.
r. CLIENT shall keep the filming, staging, meal and all areas related to the Production in a neat and
orderly fashion.
s. No screaming or yelling will be permitted in or outside of the Property. CLIENT acknowledges
that the CLUB is a open for business and such behavior is disruptive and unpleasant.
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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the
date and year first above written.
Client Name: Woodridge Productions, Inc.
___________________________________________
By: _______________________
Name: ____________________
Title:______________________
TOURNAMENT PLAYERS CLUB AT VALENCIA, LLC
ACCEPTED AND AGREED:
Tournament Players Club of California, Inc.
By: ___________________________
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Allen, Louise
From: Kyle Sucher [[email protected]]Sent: Friday, March 08, 2013 6:33 PMTo: Allen, Louise; Barnes, Britianey; Luehrs, Dawn; Medina, Esther; Zechowy, Linda; Prete,
Suzanne; paul hargraveSubject: Fwd: L.A. Film Locations: Insurance Requirements for TPC ValenciaAttachments: tpc insurance requirements.doc
This shows what entities and addresses need to be sent Insurance Certificates. Just waiting on LA Film Locations to approve the changes and send back the agreement. Should be very soon. Thank you,
-- Kyle Sucher Key Assistant Location Manager "Franklin & Bash" 818-720-2258 CELL [email protected] ---------- Forwarded message ---------- From: Heather Sielke <[email protected]> Date: Fri, Mar 8, 2013 at 11:34 AM Subject: L.A. Film Locations: Insurance Requirements To: [email protected] Cc: Kyle Sucher <[email protected]>, Monica Harrison <[email protected]> Hello Paul, Attached are the Insurance Requirements for TPC Best, -- Heather Sielke L.A. Film Locations www.lafilmlocations.com Valencia Executive Plaza 27201 Tourney Road Suite 201-R Valencia, CA 91355 Tele. 661.253.FILM (3456) ext. 2 Mobile 661.312.4396 Fax 661.554.5726
26550 Heritage View Lane, Valencia, CA 91381
(Site address)
Insurance Requirements
Insurance/Indemnity. For "Tournament Players Club", there are 3 entities total that need to be added as additional insureds - not just certificate holders. These need to be on separate certificates. Please see below: Tournament Players Club (TPC Valencia) 26550 Heritage View Lane, Valencia, CA 91381 and Newhall Land and Farming 26550 Heritage View Lane, Valencia, CA 91381 and Micon Properties, Inc. dba L.A. Film Locations 27201 Tourney Rd, Suite 201-R Valencia, CA 91355 Thanks! Should you have any questions, please call Monica Harrison at 661.373.2132. Thank you!
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Allen, Louise
From: Allen, LouiseSent: Friday, March 08, 2013 3:47 PMTo: Medina, Esther; Kyle Sucher; Barnes, Britianey; Luehrs, Dawn; Zechowy, Linda; Prete,
SuzanneCc: paul hargraveSubject: RE: "Franklin & Bash" LA Film Locations' boiler plate Location Agreement for TPC Valencia
Golf CourseAttachments: Tournament Players Club - F&B (RM&L).pdf
See combined comments from Legal & Risk Mgmt attached. Thanks, Louise
From: Medina, Esther Sent: Friday, March 08, 2013 3:30 PM To: Kyle Sucher; Allen, Louise; Barnes, Britianey; Luehrs, Dawn; Zechowy, Linda; Prete, Suzanne Cc: paul hargrave Subject: RE: "Franklin & Bash" LA Film Locations' boiler plate Location Agreement for TPC Valencia Golf Course Please see Suzanne’s comments to the attached document, which is subject to Risk Management’s approval. Thank you. Esther Medina Assistant to Suzanne Prete TV Legal Sony Pictures Television WWD 1013
From: Kyle Sucher [mailto:[email protected]] Sent: Thursday, March 07, 2013 12:55 PM To: Allen, Louise; Barnes, Britianey; Luehrs, Dawn; Medina, Esther; Zechowy, Linda; Prete, Suzanne Cc: paul hargrave Subject: Fwd: "Franklin & Bash" LA Film Locations' boiler plate Location Agreement for TPC Valencia Golf Course Dear Sony Legal & Risk Management, Attached is LA Film Locations' boiler plate Location Agreement for filming at TPC Valencia Golf Course for Legal and Risk Management approval. We are filming there this upcoming Monday, March 11th, 2013, so please let me know if there are any questions, comments, or changes needed. Thanks in advance for assistance with this. Sincerely,
-- Kyle Sucher Key Assistant Location Manager "Franklin & Bash"
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LOCATION RELEASE
THIS LOCATION RELEASE (“Release”) is made and entered into as of the
__________________2013 by THE TOURNAMENT PLAYERS CLUB AT VALENCIA,
LLC (“TPC”) and ______________(“CLIENT”).
BACKGROUND FACTS
A. Newhall Land and Farming Company owns the Tournament Players Club at Valencia
B. CLIENT desires to film the Property (located at 26550 Heritage View Land, Valencia
California, 91381) as more fully set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, TPC and CLIENT hereby agree as follows:
AGREEMENT OF THE PARTIES
1. GRANT. TPC hereby grants to CLIENT, for good and valuable consideration,
receipt of which is hereby acknowledged, permission to enter upon and use the
Property on ______________________for the purpose of photographing and
recording certain scenes in connection with the production of a commercial
“_________________” (the “Program”). All physical embodiments of filming,
recording and photography on the Property made of the Property, and any and all
furnishings, works of art and other objects located in or around the Property, shall
hereinafter be known as the “Materials”. TPC hereby grants to CLIENT a permission,
during the Term (as defined below), to enter, utilize and photograph, in connection
with the Production and only upon the terms and conditions set forth herein, the
following portion of the Property:
____________________________________________________. CLIENT shall take
possession of the Property in its “as-is” condition and CLIENT acknowledges that
neither TPC nor L.A. Film Locations has not made any representations or warranties
with respect to the Property, the condition thereof, or the suitability of its use for
CLIENT’S purposes. * Areas of filming – 10th
Tee box and part of driving range
only– see Exhibit B.
2. TERM: CLIENT’S right to use the Property pursuant to this Location Release in
Section I above shall commence
________________________________________________ (the “Term”). Said days
(see below), shall include any set-up, take-down and clean up time required by Client.
Should Client or any of Client’s employees, agents, contractors or invitees fail to
vacate the Property in accordance with the Provisions of this agreement upon the
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expiration of the Term, CLIENT agrees to pay to TPC, immediately upon request,
any additional sum(s) as outlined in the daily rate schedule in paragraph 8 and $750
/hour for each additional hour beyond the allowed daily hours. Nothing contained
herein shall be construed as consent by TPC to any such holding over and TPC
expressly reserves the right to require CLIENT to surrender possession of the
Property to TPC upon the expiration of the Term. During the Term, a Preparation Day
and a Wrap/Strike day shall be N/A in this contract. A Shooting Day shall be
considered seven (7) hours long. Client’s use of the Property for longer than the
specified hours in any one calendar day will be considered overtime and will entail an
increase in the License Fee.
Prep Date:
Shoot Date:
Strike Date:
3. USE OF PROPERTY. CLIENT may place all reasonably necessary facilities and
equipment on the Property as discussed in advance with and approved in advance by
TPC. CLIENT shall remove all of the facilities and equipment after completion of
work and leave the Property in as good of condition as when received, reasonable
wear and tear excluded. CLIENT must use a professional, licensed janitorial service
after completion of shoot. Client also recognizes that the Property will be concluding
its normal operations on the day of filming and Client agrees not to unreasonably
disrupt such operations.
4. INDEMNIFICATION. CLIENT will use its commercially reasonable best efforts to
prevent any damage to the Property. CLIENT will indemnify TPC, its operator, their
respective owners, Micon Properties, Inc. dba L.A. Film Locations, and affiliates and
their respective officers, directors, employees and affiliated entities and their
respective officers, directors, and employees (the “TPC Indemnitees”) harmless from
and against any and all losses, claims, damages, expenses, judgments, awards,
petitions, demands or liabilities (including, without limitation, reasonable outside
counsel fees whether incurred in preparation for trial, at trial, on appeal or in
bankruptcy proceedings), joint or several, to which any of the TPC Indemnitees may
become subject on account of CLIENT’s use of the Property pursuant to this
Agreement and (i) any injury, death or damage resulting from any act by CLIENT in
connection with CLIENT’s use of the Property; excluding any claim, injury, death or
damage to the extent arising out of or resulting from the negligence or willful
misconduct of TPC and/or L.A. Film Locations, each of their respective agents,
employees, contractors or representatives or from a breach of this Agreement by TPC
and/or L.A. Film Locations, or (ii) any breach of alleged breach of failure of any
agreements, obligations, representations or warranties of CLIENT under this
Agreement; provided that TPC will notify CLIENT promptly in writing upon receipt
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of notice of any such claim and will tender to CLIENT the opportunity to defend
and/or settle such claim at CLIENT’s expenses and will reasonably assist and
cooperate with CLIENT in defending and/or settling such claim. TPC’s sole remedy
for a breach by CLIENT of CLIENT’S obligations hereunder shall be an action at law
for damages, it being agreed that in no event shall TPC seek or be entitled to
injunctive or equitable relief.
5. INSURANCE. Prior to entering onto the Property, CLIENT shall obtain, and
thereafter maintain, Commercial General Liability insurance, including product and
contractual liability insurance providing adequate protection for TPC, the TPC
Indemnitees and naming the TPC Indemnitees and Micon Properties, Inc. dba L.A.
Film Locations as additional insured parties on CLIENT’s policy against any claims,
demands, or causes of action and damages, including reasonable attorneys’ fees,
arising out of CLIENT’s use of the Property as contemplated herein. Such insurance
policy shall not be canceled or materially changed in form without at least thirty (30)
days written notice to TPC. TPC shall be furnished with a certificate of such
insurance and endorsements in the form prescribed by TPC a minimum of fourteen
days prior to date of filming. CLIENT agrees that such insurance policy or policies
shall provide coverage of at least Two Million Dollars ($2,000,000) for personal and
advertising injury, bodily injury and property damage arising out of each occurrence,
or CLIENT’s standard insurance policy limits, whichever is greater. TPC Valencia
must receive certificate of insurance 72 hours prior to the commencement date.
6. OWNERSHIP. TPC represents and warrants that it has the right to enter into this
Agreement and to grant CLIENT all rights provided by this Agreement and the
permission of no other person or entity is required to allow CLIENT to use the
Property for the purpose contemplated hereunder. TPC hereby grants to CLIENT, it’s
successors, licensees and assigns the right to exploit the Materials (only as a part of
the Program) throughout the world, an unlimited number of times, in perpetuity in
any and all media, now known or hereafter invented, in connection with the broadcast
of the Program and for and in and in connection with any advertising, publicity, and
promotional purposes or other material in connection with the Program. TPC
acknowledges that CLIENT is the exclusive owner of all rights of whatever nature in
all films, photographs and recordings made by CLIENT at the Property other than any
name, logo or trademark of TPC or any copyright of TPC. CLIENT acknowledges
and agrees any goodwill associated with TPC belongs to TPC. CLIENT shall not,
during the term of this Agreement or thereafter, , attack the validity of this
Agreement, or use the Property or any Material in any manner other than as
specifically licensed hereunder, including use that constitutes actionable defamation
of TPC in the scenes of the Program in which the Materials appear.
7. USE OF TPC MARKS. Nothing herein shall grant CLIENT the right to use TPC
trademarks and logos in any manner whatsoever without the prior written approval of
TPC in each instance.
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8. CONSIDERATION. In full consideration of the rights granted herein, CLIENT
shall pay to TPC _____________________________. CLIENT shall have the right to
reenter upon prior notice to TPC and subject to availability as determined by TPC, for
further work as reasonably requested, at the same Fee, which shall be payable 72
hours prior to the shooting. Payment shall be made in the form of a company check
or cashier’s check payable to L.A. Film Locations, who shall act as TPC’s Filming
Representative who shall disburse same according to the Location Management
Agreement entered into between TPC and L.A. Film Locations. CLIENT
acknowledges and agrees that the Fee is non-refundable. If CLIENT is prevented or
hampered by weather or occurrences beyond CLIENT”s control, CLIENT shall have
the right to use the Property as aforesaid at a mutually agreeable time without further
compensation.
9. SECURITY DEPOSIT: Concurrently with Client’s execution and delivery of this
Agreement, Client shall pay to TPC Five thousand dollars ($5,000) (“Security
Deposit”) as security for the performance of each provision of this Agreement to be
performed by CLIENT. If CLIENT breaches any provision of this Agreement,
including, but not limited to, the failure to return the Property in the condition
required herein, TPC may use all or any part of this Security Deposit to compensate
TPC for actual and reasonable costs incurred as a result of such breach or to
compensate TPC for actual and reasonable costs of any other loss or damage which
TPC may suffer as a result thereof. Within ten (10) days after the expiration of the
Term, the Security Deposit or any remaining balance thereof shall be returned to
Client. If TPC claims that CLIENT is responsible for any damage to the Property or
any injuries arising out of CLIENT’S use of the Property pursuant to this Agreement,
TPC shall notify CLIENT in writing within ten (10) business days of the date that
CLIENT vacates the Property, which writing shall include a detailed listing of all
property damage and/or injuries for which TPC claims CLIENT is responsible, and
TPC shall permit CLIENT’s investigators to inspect the property claimed to be
damaged.
10. NO OBLIGATION TO USE. CLIENT is not obligated to use the Property or
produce the Program or include the Materials in the Program for which it was shot or
otherwise. CLIENT may at any time elect not to use the Property in the Program by
giving TPC written notice of such election, in which case, the rights granted to
CLIENT hereunder shall immediately terminate.
5
11. MISCELLANEOUS.
a. This Agreement including all exhibits hereto (all of which are incorporated herein by this
reference), contains the entire agreement and understanding concerning the subject matter hereof
between the parties hereto.
b. No waiver, termination or discharge of this Agreement, or any of the terms or provisions hereof,
shall be binding upon either party unless confirmed in writing. No waiver by either party hereto of
any term or provision of this Agreement or of any default hereunder shall affect such party’s rights
thereafter to enforce such term or provision or to exercise any right or remedy in the event of any
other default, whether or not similar. This Agreement may not be modified or amended except by
a writing executed by both parties hereto.
c. If any provision of this Agreement shall be held void, voidable, invalid or inoperative, no other
provision of this Agreement shall be affected as a result thereof, and, accordingly, the remaining
provisions of this Agreement shall remain in full force and effect as though such void, voidable,
invalid or inoperative provision had not been contained herein.
d. This Agreement shall be governed by and construed in accordance with the laws of the State of
California.
e. Neither party hereto may assign this Agreement, in whole or in part, without the prior written
consent of the other party, and any attempted assignment not in accordance herewith shall be null
and void and of no force or effect, provided however, CLIENT shall have the right to freely
license, assign and otherwise transfer any and all rights granted by TPC to the Materials, in whole
or in part, to any person or entity.
f. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, representatives, successors and permitted assigns.
g. Upon the reasonable request of the other party hereto, each party agrees to take any and all
actions, including, without limitation, the execution of certificates, documents or instruments,
necessary or appropriate to give effect to the terms and conditions act forth in this Agreement.
h. This Agreement may be executed in one or more counterparts, each of which shall be deemed to
be an original, but all of which together shall constitute the same Agreement. Any signature page
of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any
other counterpart to complete a fully executed counterpart of this Agreement, and any telecopy or
other facsimile transmission of any signature shall be deemed an original and shall bind such
party.
i. Site Representative: Three hundred fifty Dollars ($350.00) for first ten hours and Fifty two fifty
dollars ($52.50) per hour per person thereafter. Any Saturday, Sunday or Holiday hours required
would be at the rate of seventy dollars/hour ($70/hour) per person all day long. TPC requires that a
L.A. Film Locations site representative be present on any day the Client’s personnel are on the
Property (all Prep, Shoot and Strike Days). Ten hour minimum on all prep, shoot and strike days.
Estimated charges shall be paid in advance prior to any equipment and/or personnel entering the
Property.
j. TPC Employee: TPC requires that a TPC Employee be present on any day the Client’s personnel
are on the Property (all Prep, Shoot and Strike Days) in addition to the L.A. Film Locations Site
Representative. Thirty dollars ($30/hour) for the first 8 hours. Time and a half per hour up to 12
hours and double time thereafter.
k. No loitering in clubhouse. Crew members and extras to remain in the areas designated on the
shoot day.
6
l. Parking – see Exhibit B showing areas where CLIENT can park.
m. Cart paths must be kept clear and open for CLUB operations at all times.
n. CLIENT has requested that CLUB cut grass on driving range and “paint” grass on Wednesday, 6
February 2013 for this Location Release at the expense of CLIENT. Cost not to exceed $1,000.
o. CLUB has various equipment available for rent. L.A. Film Locations can provide the costs for all
of the equipment.
p. CLIENT shall supply its own restroom facilities unless otherwise arranged by CLUB.
q. All electrical requirements of CLIENT must be supplied by CLIENT’s generator. Any deviation
must be approved by CLUB prior to utilizing any building electrical outlet.
r. CLIENT shall be responsible for all of CLIENT’s trash. CLIENT shall have their own trash
service provider and remove all trash from the Property. The Property’s trash dumpster is off
limits to the CLIENT.
s. CLIENT shall keep the filming, staging, meal and all areas related to the Production in a neat and
orderly fashion.
t. No screaming or yelling will be permitted in or outside of the Property. CLIENT acknowledges
that the CLUB is a open for business and such behavior is disruptive and unpleasant.
7
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the
date and year first above written.
Client Name: Supply & Demand
___________________________________________
By: _______________________
Name: ____________________
Title:______________________
TOURNAMENT PLAYERS CLUB AT VALENCIA, LLC
ACCEPTED AND AGREED:
Tournament Players Club of California, Inc.
By: ___________________________
1
Allen, Louise
From: Medina, EstherSent: Friday, March 08, 2013 3:30 PMTo: Kyle Sucher; Allen, Louise; Barnes, Britianey; Luehrs, Dawn; Zechowy, Linda; Prete,
SuzanneCc: paul hargraveSubject: RE: "Franklin & Bash" LA Film Locations' boiler plate Location Agreement for TPC Valencia
Golf CourseAttachments: Franklin & Bash The Tournamenr Players Club Valencia.pdf
Please see Suzanne’s comments to the attached document, which is subject to Risk Management’s approval. Thank you. Esther Medina Assistant to Suzanne Prete TV Legal Sony Pictures Television WWD 1013
From: Kyle Sucher [mailto:[email protected]] Sent: Thursday, March 07, 2013 12:55 PM To: Allen, Louise; Barnes, Britianey; Luehrs, Dawn; Medina, Esther; Zechowy, Linda; Prete, Suzanne Cc: paul hargrave Subject: Fwd: "Franklin & Bash" LA Film Locations' boiler plate Location Agreement for TPC Valencia Golf Course Dear Sony Legal & Risk Management, Attached is LA Film Locations' boiler plate Location Agreement for filming at TPC Valencia Golf Course for Legal and Risk Management approval. We are filming there this upcoming Monday, March 11th, 2013, so please let me know if there are any questions, comments, or changes needed. Thanks in advance for assistance with this. Sincerely,
-- Kyle Sucher Key Assistant Location Manager "Franklin & Bash" 818-720-2258 CELL [email protected] ---------- Forwarded message ---------- From: Monica Harrison <[email protected]> Date: Thu, Mar 7, 2013 at 7:30 AM Subject: TPC boiler plate contract To: Kyle Sucher <[email protected]>, [email protected]
1
Allen, Louise
From: Allen, LouiseSent: Friday, March 08, 2013 3:21 PMTo: 'Kyle Sucher'; Barnes, Britianey; Luehrs, Dawn; Medina, Esther; Zechowy, Linda; Prete,
SuzanneCc: paul hargraveSubject: RE: "Franklin & Bash" LA Film Locations' boiler plate Location Agreement for TPC Valencia
Golf CourseAttachments: Tournament Players Club - F&B (RM).pdf
See comments from Risk Mgmt. Please wait for additional comments from Suzanne. Suzanne … are you ok with the highlighted wording in paragraph 6? Thanks, Louise
From: Kyle Sucher [mailto:[email protected]] Sent: Thursday, March 07, 2013 3:55 PM To: Allen, Louise; Barnes, Britianey; Luehrs, Dawn; Medina, Esther; Zechowy, Linda; Prete, Suzanne Cc: paul hargrave Subject: Fwd: "Franklin & Bash" LA Film Locations' boiler plate Location Agreement for TPC Valencia Golf Course Dear Sony Legal & Risk Management, Attached is LA Film Locations' boiler plate Location Agreement for filming at TPC Valencia Golf Course for Legal and Risk Management approval. We are filming there this upcoming Monday, March 11th, 2013, so please let me know if there are any questions, comments, or changes needed. Thanks in advance for assistance with this. Sincerely,
-- Kyle Sucher Key Assistant Location Manager "Franklin & Bash" 818-720-2258 CELL [email protected] ---------- Forwarded message ---------- From: Monica Harrison <[email protected]> Date: Thu, Mar 7, 2013 at 7:30 AM Subject: TPC boiler plate contract To: Kyle Sucher <[email protected]>, [email protected]
TPC boiler plate contract per your request...I will send the Larsens one later this am. We have used a few different ones for him and I want to see which one he wants to use. However, this TPC one is the same one we use for everyone.
2
Thanks. Monica
On Wed, Mar 6, 2013 at 3:54 PM, Monica Harrison <[email protected]> wrote: I did earlier. Thanks. Monica Harrison L.A. Film Locations 27201 Tourney Road Suite 201-R Valencia, CA 91355 Mobile # 661.373.2132 Office # 661.253.FILM (3456) L.A. FILM LOCATIONS Www.lafilmlocations.com Sent from my iPhone On Mar 6, 2013, at 1:29 PM, Kyle Sucher <[email protected]> wrote:
Please call Paul to confirm Tech Scout schedule for tomorrow. Thanks,
-- Kyle Sucher Key Assistant Location Manager "Franklin & Bash" 818-720-2258 CELL [email protected] On Wed, Mar 6, 2013 at 1:20 PM, Monica Harrison <[email protected]> wrote: Ok. Boiler plates I can send over later. And then fill in later, too. Monica Harrison L.A. Film Locations 27201 Tourney Road Suite 201-R Valencia, CA 91355 Mobile # 661.373.2132 Office # 661.253.FILM (3456) L.A. FILM LOCATIONS Www.lafilmlocations.com Sent from my iPhone
3
On Mar 6, 2013, at 1:13 PM, Kyle Sucher <[email protected]> wrote:
OK thanks! Even if it's just the boiler plate agreement for both that's fine to get going. Best, -- Kyle Sucher Key Assistant Location Manager "Franklin & Bash" 818-720-2258 CELL [email protected] On Wed, Mar 6, 2013 at 1:10 PM, Monica Harrison <[email protected]> wrote: We are slammed! I will work on them later today and send them over ASAP. Thanks Monica Harrison L.A. Film Locations 27201 Tourney Road Suite 201-R Valencia, CA 91355 Mobile # 661.373.2132 Office # 661.253.FILM (3456) L.A. FILM LOCATIONS Www.lafilmlocations.com Sent from my iPhone On Mar 6, 2013, at 1:06 PM, Kyle Sucher <[email protected]> wrote:
Monica, How are we doing on the Location Agreements for TPC and Larsens? Need to get those into Legal & Risk Management right away. Thanks! Best,
-- Kyle Sucher Key Assistant Location Manager "Franklin & Bash"
4
818-720-2258 CELL [email protected] On Wed, Mar 6, 2013 at 7:30 AM, Kyle Sucher <[email protected]> wrote: "Franklin & Bash" Woodridge Productions, Inc. 25136 Anza Drive Santa Clarita, CA 91355 661-505-4800 office 661-505-4896 fax Best,
-- Kyle Sucher Key Assistant Location Manager "Franklin & Bash" 818-720-2258 CELL [email protected] On Tue, Mar 5, 2013 at 10:09 PM, Monica Harrison <[email protected]> wrote: Hi Kyle - Can you please send me your Studio information, etc. for the contracts...and please let us know if you are looking for anything else...we have a lot of varied properties and we would be happy to show you some other locations you might need...thanks... -- Monica R. Harrison L.A. Film Locations [email protected] www.lafilmlocations.com Valencia Executive Plaza 27201 Tourney Road Suite 201-R Valencia, CA 91355 Tele. 661.253.FILM (3456) Mobile 661.373.2132 Fax 661.554.5726
1
LOCATION RELEASE
THIS LOCATION RELEASE (“Release”) is made and entered into as of the
__________________2013 by THE TOURNAMENT PLAYERS CLUB AT VALENCIA,
LLC (“TPC”) and ______________(“CLIENT”).
BACKGROUND FACTS
A. Newhall Land and Farming Company owns the Tournament Players Club at Valencia
B. CLIENT desires to film the Property (located at 26550 Heritage View Land, Valencia
California, 91381) as more fully set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, TPC and CLIENT hereby agree as follows:
AGREEMENT OF THE PARTIES
1. GRANT. TPC hereby grants to CLIENT, for good and valuable consideration,
receipt of which is hereby acknowledged, permission to enter upon and use the
Property on ______________________for the purpose of photographing and
recording certain scenes in connection with the production of a commercial
“_________________” (the “Program”). All physical embodiments of filming,
recording and photography on the Property made of the Property, and any and all
furnishings, works of art and other objects located in or around the Property, shall
hereinafter be known as the “Materials”. TPC hereby grants to CLIENT a permission,
during the Term (as defined below), to enter, utilize and photograph, in connection
with the Production and only upon the terms and conditions set forth herein, the
following portion of the Property:
____________________________________________________. CLIENT shall take
possession of the Property in its “as-is” condition and CLIENT acknowledges that
neither TPC nor L.A. Film Locations has not made any representations or warranties
with respect to the Property, the condition thereof, or the suitability of its use for
CLIENT’S purposes. * Areas of filming – 10th
Tee box and part of driving range
only– see Exhibit B.
2. TERM: CLIENT’S right to use the Property pursuant to this Location Release in
Section I above shall commence
________________________________________________ (the “Term”). Said days
(see below), shall include any set-up, take-down and clean up time required by Client.
Should Client or any of Client’s employees, agents, contractors or invitees fail to
vacate the Property in accordance with the Provisions of this agreement upon the
2
expiration of the Term, CLIENT agrees to pay to TPC, immediately upon request,
any additional sum(s) as outlined in the daily rate schedule in paragraph 8 and $750
/hour for each additional hour beyond the allowed daily hours. Nothing contained
herein shall be construed as consent by TPC to any such holding over and TPC
expressly reserves the right to require CLIENT to surrender possession of the
Property to TPC upon the expiration of the Term. During the Term, a Preparation Day
and a Wrap/Strike day shall be N/A in this contract. A Shooting Day shall be
considered seven (7) hours long. Client’s use of the Property for longer than the
specified hours in any one calendar day will be considered overtime and will entail an
increase in the License Fee.
Prep Date:
Shoot Date:
Strike Date:
3. USE OF PROPERTY. CLIENT may place all reasonably necessary facilities and
equipment on the Property as discussed in advance with and approved in advance by
TPC. CLIENT shall remove all of the facilities and equipment after completion of
work and leave the Property in as good of condition as when received, reasonable
wear and tear excluded. CLIENT must use a professional, licensed janitorial service
after completion of shoot. Client also recognizes that the Property will be concluding
its normal operations on the day of filming and Client agrees not to unreasonably
disrupt such operations.
4. INDEMNIFICATION. CLIENT will use its commercially reasonable best efforts to
prevent any damage to the Property. CLIENT will indemnify TPC, its operator, their
respective owners, Micon Properties, Inc. dba L.A. Film Locations, and affiliates and
their respective officers, directors, employees and affiliated entities and their
respective officers, directors, and employees (the “TPC Indemnitees”) harmless from
and against any and all losses, claims, damages, expenses, judgments, awards,
petitions, demands or liabilities (including, without limitation, reasonable outside
counsel fees whether incurred in preparation for trial, at trial, on appeal or in
bankruptcy proceedings), joint or several, to which any of the TPC Indemnitees may
become subject on account of CLIENT’s use of the Property pursuant to this
Agreement and (i) any injury, death or damage resulting from any act by CLIENT in
connection with CLIENT’s use of the Property; excluding any claim, injury, death or
damage to the extent arising out of or resulting from the negligence or willful
misconduct of TPC and/or L.A. Film Locations, each of their respective agents,
employees, contractors or representatives or from a breach of this Agreement by TPC
and/or L.A. Film Locations, or (ii) any breach of alleged breach of failure of any
agreements, obligations, representations or warranties of CLIENT under this
Agreement; provided that TPC will notify CLIENT promptly in writing upon receipt
3
of notice of any such claim and will tender to CLIENT the opportunity to defend
and/or settle such claim at CLIENT’s expenses and will reasonably assist and
cooperate with CLIENT in defending and/or settling such claim. TPC’s sole remedy
for a breach by CLIENT of CLIENT’S obligations hereunder shall be an action at law
for damages, it being agreed that in no event shall TPC seek or be entitled to
injunctive or equitable relief.
5. INSURANCE. Prior to entering onto the Property, CLIENT shall obtain, and
thereafter maintain, Commercial General Liability insurance, including product and
contractual liability insurance providing adequate protection for TPC, the TPC
Indemnitees and naming the TPC Indemnitees and Micon Properties, Inc. dba L.A.
Film Locations as additional insured parties on CLIENT’s policy against any claims,
demands, or causes of action and damages, including reasonable attorneys’ fees,
arising out of CLIENT’s use of the Property as contemplated herein. Such insurance
policy shall not be canceled or materially changed in form without at least thirty (30)
days written notice to TPC. TPC shall be furnished with a certificate of such
insurance and endorsements in the form prescribed by TPC a minimum of fourteen
days prior to date of filming. CLIENT agrees that such insurance policy or policies
shall provide coverage of at least Two Million Dollars ($2,000,000) for personal and
advertising injury, bodily injury and property damage arising out of each occurrence,
or CLIENT’s standard insurance policy limits, whichever is greater. TPC Valencia
must receive certificate of insurance 72 hours prior to the commencement date.
6. OWNERSHIP. TPC represents and warrants that it has the right to enter into this
Agreement and to grant CLIENT all rights provided by this Agreement and the
permission of no other person or entity is required to allow CLIENT to use the
Property for the purpose contemplated hereunder. TPC hereby grants to CLIENT, it’s
successors, licensees and assigns the right to exploit the Materials (only as a part of
the Program) throughout the world, an unlimited number of times, in perpetuity in
any and all media, now known or hereafter invented, in connection with the broadcast
of the Program and for and in and in connection with any advertising, publicity, and
promotional purposes or other material in connection with the Program. TPC
acknowledges that CLIENT is the exclusive owner of all rights of whatever nature in
all films, photographs and recordings made by CLIENT at the Property other than any
name, logo or trademark of TPC or any copyright of TPC. CLIENT acknowledges
and agrees any goodwill associated with TPC belongs to TPC. CLIENT shall not,
during the term of this Agreement or thereafter, , attack the validity of this
Agreement, or use the Property or any Material in any manner other than as
specifically licensed hereunder, including use that constitutes actionable defamation
of TPC in the scenes of the Program in which the Materials appear.
7. USE OF TPC MARKS. Nothing herein shall grant CLIENT the right to use TPC
trademarks and logos in any manner whatsoever without the prior written approval of
TPC in each instance.
4
8. CONSIDERATION. In full consideration of the rights granted herein, CLIENT
shall pay to TPC _____________________________. CLIENT shall have the right to
reenter upon prior notice to TPC and subject to availability as determined by TPC, for
further work as reasonably requested, at the same Fee, which shall be payable 72
hours prior to the shooting. Payment shall be made in the form of a company check
or cashier’s check payable to L.A. Film Locations, who shall act as TPC’s Filming
Representative who shall disburse same according to the Location Management
Agreement entered into between TPC and L.A. Film Locations. CLIENT
acknowledges and agrees that the Fee is non-refundable. If CLIENT is prevented or
hampered by weather or occurrences beyond CLIENT”s control, CLIENT shall have
the right to use the Property as aforesaid at a mutually agreeable time without further
compensation.
9. SECURITY DEPOSIT: Concurrently with Client’s execution and delivery of this
Agreement, Client shall pay to TPC Five thousand dollars ($5,000) (“Security
Deposit”) as security for the performance of each provision of this Agreement to be
performed by CLIENT. If CLIENT breaches any provision of this Agreement,
including, but not limited to, the failure to return the Property in the condition
required herein, TPC may use all or any part of this Security Deposit to compensate
TPC for actual and reasonable costs incurred as a result of such breach or to
compensate TPC for actual and reasonable costs of any other loss or damage which
TPC may suffer as a result thereof. Within ten (10) days after the expiration of the
Term, the Security Deposit or any remaining balance thereof shall be returned to
Client. If TPC claims that CLIENT is responsible for any damage to the Property or
any injuries arising out of CLIENT’S use of the Property pursuant to this Agreement,
TPC shall notify CLIENT in writing within ten (10) business days of the date that
CLIENT vacates the Property, which writing shall include a detailed listing of all
property damage and/or injuries for which TPC claims CLIENT is responsible, and
TPC shall permit CLIENT’s investigators to inspect the property claimed to be
damaged.
10. NO OBLIGATION TO USE. CLIENT is not obligated to use the Property or
produce the Program or include the Materials in the Program for which it was shot or
otherwise. CLIENT may at any time elect not to use the Property in the Program by
giving TPC written notice of such election, in which case, the rights granted to
CLIENT hereunder shall immediately terminate.
5
11. MISCELLANEOUS.
a. This Agreement including all exhibits hereto (all of which are incorporated herein by this
reference), contains the entire agreement and understanding concerning the subject matter hereof
between the parties hereto.
b. No waiver, termination or discharge of this Agreement, or any of the terms or provisions hereof,
shall be binding upon either party unless confirmed in writing. No waiver by either party hereto of
any term or provision of this Agreement or of any default hereunder shall affect such party’s rights
thereafter to enforce such term or provision or to exercise any right or remedy in the event of any
other default, whether or not similar. This Agreement may not be modified or amended except by
a writing executed by both parties hereto.
c. If any provision of this Agreement shall be held void, voidable, invalid or inoperative, no other
provision of this Agreement shall be affected as a result thereof, and, accordingly, the remaining
provisions of this Agreement shall remain in full force and effect as though such void, voidable,
invalid or inoperative provision had not been contained herein.
d. This Agreement shall be governed by and construed in accordance with the laws of the State of
California.
e. Neither party hereto may assign this Agreement, in whole or in part, without the prior written
consent of the other party, and any attempted assignment not in accordance herewith shall be null
and void and of no force or effect, provided however, CLIENT shall have the right to freely
license, assign and otherwise transfer any and all rights granted by TPC to the Materials, in whole
or in part, to any person or entity.
f. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, representatives, successors and permitted assigns.
g. Upon the reasonable request of the other party hereto, each party agrees to take any and all
actions, including, without limitation, the execution of certificates, documents or instruments,
necessary or appropriate to give effect to the terms and conditions act forth in this Agreement.
h. This Agreement may be executed in one or more counterparts, each of which shall be deemed to
be an original, but all of which together shall constitute the same Agreement. Any signature page
of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any
other counterpart to complete a fully executed counterpart of this Agreement, and any telecopy or
other facsimile transmission of any signature shall be deemed an original and shall bind such
party.
i. Site Representative: Three hundred fifty Dollars ($350.00) for first ten hours and Fifty two fifty
dollars ($52.50) per hour per person thereafter. Any Saturday, Sunday or Holiday hours required
would be at the rate of seventy dollars/hour ($70/hour) per person all day long. TPC requires that a
L.A. Film Locations site representative be present on any day the Client’s personnel are on the
Property (all Prep, Shoot and Strike Days). Ten hour minimum on all prep, shoot and strike days.
Estimated charges shall be paid in advance prior to any equipment and/or personnel entering the
Property.
j. TPC Employee: TPC requires that a TPC Employee be present on any day the Client’s personnel
are on the Property (all Prep, Shoot and Strike Days) in addition to the L.A. Film Locations Site
Representative. Thirty dollars ($30/hour) for the first 8 hours. Time and a half per hour up to 12
hours and double time thereafter.
k. No loitering in clubhouse. Crew members and extras to remain in the areas designated on the
shoot day.
6
l. Parking – see Exhibit B showing areas where CLIENT can park.
m. Cart paths must be kept clear and open for CLUB operations at all times.
n. CLIENT has requested that CLUB cut grass on driving range and “paint” grass on Wednesday, 6
February 2013 for this Location Release at the expense of CLIENT. Cost not to exceed $1,000.
o. CLUB has various equipment available for rent. L.A. Film Locations can provide the costs for all
of the equipment.
p. CLIENT shall supply its own restroom facilities unless otherwise arranged by CLUB.
q. All electrical requirements of CLIENT must be supplied by CLIENT’s generator. Any deviation
must be approved by CLUB prior to utilizing any building electrical outlet.
r. CLIENT shall be responsible for all of CLIENT’s trash. CLIENT shall have their own trash
service provider and remove all trash from the Property. The Property’s trash dumpster is off
limits to the CLIENT.
s. CLIENT shall keep the filming, staging, meal and all areas related to the Production in a neat and
orderly fashion.
t. No screaming or yelling will be permitted in or outside of the Property. CLIENT acknowledges
that the CLUB is a open for business and such behavior is disruptive and unpleasant.
7
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the
date and year first above written.
Client Name: Supply & Demand
___________________________________________
By: _______________________
Name: ____________________
Title:______________________
TOURNAMENT PLAYERS CLUB AT VALENCIA, LLC
ACCEPTED AND AGREED:
Tournament Players Club of California, Inc.
By: ___________________________