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HomeMy WebLinkAboutC-5862 - PSA for Film Permit Liaison Services(v AMENDMENT NO. THREE TO L_� PROFESSIONAL SERVICES AGREEMENT WITH FILML.A., INC. FOR FILM PERMIT LIAISION SERVICES THIS AMENDMENT NO. THREE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Three") is made and entered into as of this 30th day of January, 2019 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and FILML.A.,INC., a California non-profit corporation ("Film Liaison"), whose address is 6255 West Sunset Blvd, 12th Floor, Hollywood, CA 90028, and is made with reference to the following: RECITALS A. On July 1, 2014, City and Film Liaison entered into a Professional Services Agreement ("Original Agreement") to engage Film Liaison to oversee, coordinate and manage the City's commercial film permitting process as provided in Newport Beach Municipal Code Chapter 5.46 ("Project"). B. On July 1, 2017, City and Film Liaison entered into Amendment No. One to the Original Agreement ("Amendment No. One") to extend the term of the Original Agreement to June 30, 2018, and to amend the termination notice provisions. C. On June 30, 2018, City and Film Liaison entered into Amendment No. Two to the Original Agreement ("Amendment No. Two) to update Attachment 1 to Exhibit A, update the Film Liaison's Fee Schedule, update the Independent Contractor Section, and to extend the term of the Agreement to January 31, 2019. The Original Agreement, Amendment No. One and Amendment No. Two shall be referred to herein collectively as the "Agreement." D. The parties desire to enter into this Amendment No. Three to extend the term of the Agreement to June 30, 2019. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2019, unless terminated earlier as set forth herein." 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] FilmL.A.,lnc. Page 1 IN WITNESS WHEREOF, the parties have caused this Amendment No. Three to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date-.— CITY ate: By: Aa'�ron C. Harp City Attorney ATTEST: Date.-- By. ate: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: BygymanagerK. Leung CONSULTANT: FilmLA.,lnc, a California non-profit corporation Date: By: 9 & Paul Audley President Date: By: Den se Gutches/ Chief Financial Officer [END OF SIGNATURES] FilmL.A.,lnc. Page 2 AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT WITH FILML.A., INC. FOR FILM PERMIT LIAISON SERVICES THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Two") is made and entered into as of this 30th day of June, 2018 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and FILML.A., INC., a California corporation ("Film Liaison"), whose address is 6255 West Sunset Blvd., 12th Floor, Hollywood, CA 90028, and is made with reference to the following: RECITALS A. On July 1, 2014, City and Film Liaison entered into a Professional Services Agreement ("Original Agreement") to engage Film Liaison to oversee, coordinate and manage the City's commercial film permitting process as provided in Newport Beach Municipal Code Chapter 5.46 ("Project"). B. On July 1, 2017, City and Film Liaison entered into Amendment No. One to the Original Agreement ("Amendment No. One") to extend the term of the Original Agreement to June 30, 2018, and to amend the termination notice provisions. The Original Agreement and Amendment No. One shall be referred to herein collectively as the "Agreement". C. The parties desire to enter into this Amendment No. Two to update Attachment 1 to Exhibit A, update the Film Liaison's Fee Schedule, and update the Independent Contractor Section. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on January 31, 2019, unless terminated earlier as set forth herein." 2. SERVICES TO BE PERFORMED Attachment 1 to Exhibit A to the Agreement shall be amended in its entirety and replaced with the updated Attachment 1 to Exhibit A, attached hereto and incorporated herein by reference. Accordingly, Film Liaison hereby agrees to and shall ensure that the provisions of said revised Attachment 1 to Exhibit A shall be included as a part of each and every film permit processed and approved by Film Liaison during the remainder of the term of the Agreement. 3. FILM LIAISON FEES Commencing with Services rendered by Film Liaison as of, on and after July 1, 2018, fees for all Services provided under the Agreement, as amended by this Amendment No. Two, shall be charged in accordance with Film Liaison's updated Fee Schedule, attached hereto as Exhibit B and incorporated herein by reference. 4. INDEPENDENT CONTRACTOR Section 11 of the Agreement shall be amended in its entirety and replaced with the following: 11.1 It is understood that City retains the Film Liaison on an independent contractor basis and the Film Liaison is not an agent or employee of City. The manner and means of conducting the Services are under the control of the Film Liaison, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to the Film Liaison or its employees. Nothing in this Agreement shall be deemed to constitute approval for the Film Liaison or any of the Film Liaison's employees or agents, to be the agents or employees of City. The Film Liaison shall have the responsibility for and control over the means of performing the Services, provided that the Film Liaison is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct the Film Liaison as to the details of the performance of the Services or to exercise a measure of control over the Film Liaison shall mean only that the Film Liaison shall follow the desires of City with respect to the results of the Services. 11.2 Film Liaison agrees and acknowledges that no individual performing Services or Work pursuant to this Agreement shall: work full-time for more than six (6) months; work regular part-time service of at least an average of twenty (20) hours per week for one year or longer; work nine hundred sixty (960) hours in any fiscal year; or already be a CalPERS member. 5. INTEGRATED CONTRACT To the extent that there is any conflict or inconsistency between the terms and provisions of this Amendment No. Two and the terms and provisions of the Agreement, the terms and provisions of this Amendment No. Two shall control and govern the rights and obligations of the parties. Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] FilmL.A., Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: �1'UtuF 13. ?n E By: U 21k Aaron C. City Attor� ATTEST: Date: CITY OF NEWPORT BEACH, a California municipal corporation Date: 3 \'y By: �'� �� Dav iff City Manager FILM LIAISON: FilmL.A., Inc., a California corporation Date: 20 By: lek P41uy President Date:_ � -d bA0(,k By: Gt Dense Gutche Chief Financia(Officer [END OF SIGNATURES] Attachments: Exhibit A — Attachment 1 to Exhibit A Exhibit B — Film Liaison's Fee Schedule FilmL.A., Inc. Page 3 EXHIBIT A ATTACHMENT 1 TO EXHIBIT A FilmL.A., Inc. Page A-1 ATTACHMENT 1 TO EXHIBIT A Filma,l, FILMMAKERS' CODE OF PROFESSIONAL RESPONSIBILITY Dear Neighbors: At FilmL.A., we work to create an environment where on -location filming is conducted with professionalism and courtesy. Our job is to coordinate permits for on -location filming in a way that minimizes the impact of film production on your neighborhood. Production companies are obligated to adhere to this Filmmakers' Code of Professional Responsibility. If you find a production company is not complying with the provisions below, please call us at 213.977.8600, day or night. Dear Filmmakers: You can count on FilmL.A. to apply our knowledge and expertise to help you film in local neighborhoods. Maintaining a positive working relationship with community members will help ensure continued access to the greatest variety of locations. As a guest in area neighborhoods, you are obligated to treat the public and the location with courtesy. The provisions in this code are a part of your permit. 11 The production company must comply with the provisions of the Removing, trimming and/or cutting of vegetation or trees is film permit at all times. prohibited unless approved by the owner, or in the case of parkway trees, the local municipality and property owner. 12 The Filmmakers' Code of Professional Responsibility will be If not specified in the permit, an area for meal service and attached to every permit, and both must be shown to any member consumption must be designated. All trash must be disposed of of the public that asks to see them. properly upon completion of the meal. 3 13 Productions arriving on -location in or near a residential All members of the production company should wear clothing that neighborhood shall enter the area no earlier than the time conforms to good taste and common sense. Shoes and shirts stipulated on the permit. must be worn at all times. Moving or towing vehicles is prohibited without the express permission of the local municipality or the vehicle owner. Cast and crew must observe designated parking areas. Parking of cast and crew vehicles on public streets is prohibited unless authorized by the film permit. Parking on both sides of public streets is prohibited unless specifically authorized by the film permit. 14 Crew members should not display signs, posters or pictures that do not reflect common sense and good taste. 15 Cast and crew shall refrain from using lewd or offensive language within earshot of the general public. 16 Cast and crew must not bring guests or pets to the location, unless expressly authorized by the permit. 17 Production vehicles may not block driveways without the express All catering, crafts service, construction, strike and personal trash permission of the local municipality or the driveway owner. must be removed from the location. Noise levels should be kept as low as possible. Generators and vehicles producing exhaust should be placed as far as practical from residential buildings. Do not let engines run unnecessarily Cast and crew are to remain on or near the area that has been permitted. Do not trespass onto neighboring residential or commercial property. 10 Designated smoking areas must be observed, and cigarettes must always be extinguished in butt cans. 18 All signs removed (or erected) for filming purposes must be replaced (or removed) after use of the location unless otherwise stipulated by the location agreement or permit. 19 When departing the location, all signs posted to direct production company personnel to the location must be removed. 20 When production ID passes are issued, every crew member must wear the pass while on -location. EXHIBIT B FILM LIAISON'S FEE SCHEDULE FilmL.A., Inc. Page B-1 EXHIBIT B FILM LIAISON'S FEE SCHEDULE (FILM LA., INC) FILMLA FILM APPLICATION FEE..........................................................................$660.00 FILMLA FILM PERMIT RIDER FEE..........................................................................$105.00 FILMLA MODIFIED PERMIT APPLICATION FEE (NON-PROFIT RATE) ............ $52.00 FILMLA MODIFIED FILM PERMIT RIDER FEE ......................................................$26.00 FILMLA MONITOR FEES (FIRST 8 HOURS)......................................................... $31.00 PER HOUR FILMLA MONITOR FEES- OVERTIME (8-12 HOURS)...........................................$47.00 PER HOUR FILMLA MONITOR FEES -DOUBLE TIME (AFTER 12 HOURS).............................$62.00 PER HOUR FILMLA STILL PHOTO APPLICATION FEE (15 OR LESS CAST/CREW)................$63.00 FILMLA STILL PHOTO RIDER FEE...........................................................................$21.00 FILMLA STUDENT PERMIT FEE-SIMPLE...............................................................$25.00 FILMLA STUDENT PERMIT FEE-COMPLEX...........................................................$95.00 FILMLA NOTIFICATION FEE....................................................................................$164.00 FILMLA NOTIFICATION FEE -STILL PHOTO...........................................................$110.00 FILMLA NOTIFICATION FEE (NEWPORT BEACH)................................................$180.00 N �A CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 8/3/14 Dept./Contact Received From: Marlene Date Completed: 9/22/17 Sent to: Marlene By: Alicia / Jan Company/Person required to have certificate: FILMLA Inc. Type of contract: All Other I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 7/1/17 — 7/1/18 A. INSURANCE COMPANY: West American Insurance Co B. AM BEST RATING (A-: VII or greater): A / XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? N Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? $1M / $2M E. ADDITIONAL INSURED ENDORSEMENT — please attach N Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) ® Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? N Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? N Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes N No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): N N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 7/1/17 — 7/17/18 A. INSURANCE COMPANY: Ohio Security Insurance Co. B. AM BEST RATING (A-: VII or greater) A / XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? N Yes ❑ No D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $1,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): N N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A N Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑ No III WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 7/1/17 — 7/1/18 A. INSURANCE COMPANY: Falls Lake Fire & Casualty Co. B. AM BEST RATING (A-: VII or greater): A / XV C. ADMITTED Company (Must be California Admitted): D. WORKERS' COMPENSATION LIMIT: Statutory E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) F. WAIVER OF SUBROGATION (To include): Is it included? G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM H. NOTICE OF CANCELLATION: ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 9/22/17 Date ® Yes ❑ No ® Yes ❑ No $1,000,000 ® Yes ❑ No ® N/A ❑ Yes ❑ No ❑ N/A ® Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: Risk Management * Subject to the terms of the contract. Date AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH FILMLA, INC. FOR FILM PERMIT LIAISON SERVICES THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 1st day of July, 2017 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and FILMLA, INC., a California non-profit public benefit corporation ("Film Liaison"), whose address is 6255 West Sunset Boulevard, 12th Floor, Hollywood, California 90028, and is made with reference to the following: RECITALS A. On July 1, 2014, City and Film Liaison eni. __' into a Professional Services Agreement ("Agreement") to engage the Film Liaison to oversee, coordinate and manage the City's commercial film permitting process as provided in Newport Beach Municipal Code Chapter 5.46. B. The parties desire to enter into this Amendment No. One to extend the term of the Agreement to June 30, 2018, and to amend the termination notice provisions. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date and shall terminate on June 30, 2018, unless terminated earlier as set forth herein." 2. TERMINATION Section 26.2 of the Agreement is amended in its entirety and replaced with the following: "26.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than thirty (30) calendar days' prior written notice to the Film Liaison. On the effective date of termination, Film Liaison shall deliver to City, at its cost, all reports, Documents, and other information developed or accumulated in the performance of this Agreement, whether in draft or final form." 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Filml-A, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE TM City Attorney ATTEST: O Date: By: eBown� City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: '? I zn I �'g By:1)�- C"_ L Dave -Riff City Manager FILM LIAISON: FilmLA, Inc., a California non-profit public benefit corporation By: Paul Audley President -7-1D -1-7 By: en e Gutches Chief Financi Officer [END OF SIGNATURES] FilmLA, Inc. Page 3 cJ '. U PROFESSIONAL SERVICES AGREEMENT WITH FILML.A., INC. FOR FILM PERMIT LIAISON SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement ") is made and entered into as of this 1 st day of July, 2014 ( "Effective Date "), by and between the City of Newport Beach, a California municipal corporation and charter city ( "City"), and FilmL.A., Inc., a California non -profit public benefit corporation ( "Film Liaison "), whose address is 6255 West Sunset Blvd., 12th Floor, Hollywood, CA 90028, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage the Film Liaison to oversee, coordinate and manage the City's commercial film permitting process as provided in Newport Beach Municipal Code ( "NBMC ") Chapter 5.46 ( "Project "). C. The Film Liaison possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from the Film Liaison, has reviewed the previous experience and evaluated the expertise of the Film Liaison, and desires to retain the Film Liaison to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall be for one (1) year commencing on the Effective Date. This Agreement shall automatically renew for an additional two (2) one (1) year terms effective on the anniversary of the Effective Date each year, unless City notifies the Film Liaison in writing at least thirty (30) calendar days prior to each renewal date of City's election to terminate this Agreement. 2. SERVICES TO BE PERFORMED The Film Liaison shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference and pursuant to NBMC Chapter 5.46 ( "Services" or "Work "). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and the Film Liaison shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by the Film Liaison to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, the Film Liaison shall not be responsible for delays due to causes beyond the Film Liaison's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 The Film Liaison shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond the Film Liaison's control. 3.4 For all time periods not specifically set forth herein, the Film Liaison shall respond in the most expedient and appropriate manner under the circumstances, by hand - delivery or mail. 4. REMITTANCE OF CITY FEES 4.1 "City Fees" shall mean the fees established by the City relating to on- location filming in the City, including, but not limited to, film permit issuance fees, film production application fees and fees charged by City departments for services provided for permittee's activities. 4.2 For film permits issued by City through the Film Liaison, the Film Liaison, and not the film permit applicant, is obligated to pay to City all City Fees applicable to the issuance of the permit and associated activities. City agrees the Film Liaison is entitled to collect, prior to issuance of a City film permit, all amounts due to the Film Liaison from the permit applicant; however, the Film Liaison shall pay all City Fees to City when due regardless of whether the Film Liaison collects City Fees from the permit applicant. The Film Liaison shall maintain as part of its accounting system a separate account showing the amount of City Fees collected by the Film Liaison. 4.3 On or before the thirtieth (30"') calendar day of each month during the term of this Agreement, the Film Liaison shall pay to City the full amount of the City Fees owed to the City with respect to on- location filming within City's jurisdiction in the previous calendar month. If Film Liaison fails to pay the City Fees to City within ten (10) calendar days of the date due under this Agreement, any such unpaid City Fees shall be delinquent and accrue interest at the rate of ten percent (10 %) until paid. The Film FilmL.A., Inc. Page 2 Liaison's failure to pay City Fees to City when due is a material breach of this Agreement and an event of default. 4.4 The Film Liaison shall maintain adequate records and accounts in compliance with generally accepted accounting principles to support its payments to City of City Fees. City may inspect and audit the Film Liaison's records at any time upon reasonable written notice from City's Project Administrator to the Film Liaison's Project Manager. The Film Liaison's failure to maintain adequate documentation or willful failure to comply with the City's audit or inspection requests shall be a material breach of this Agreement and an event of default. 5. FILM LIAISON FEES The Film Liaison may charge permit applicants a fee for any service the Film Liaison provides in connection with this Agreement. A list of the Film Liaison's current fee schedule is attached hereto as Exhibit B and incorporated herein by reference. The City is currently reviewing its City Fees and depending on the outcome of its fee study the parties may negotiate different fees for Exhibit B. The Film Liaison shall receive no compensation from City for its Services and expenses performed in connection with this Agreement. City has no contractual obligation to provide any compensation whatsoever for Services provided pursuant to this Agreement including any proceeding or service charge for the collection and transmission of City Fees. 6. PROJECT MANAGER 6.1 The Film Liaison shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during this Agreement's term. The Film Liaison has designated Paul Audley to be its Project Manager. The Film Liaison shall not remove or reassign the Project Manager or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 6.2 The Film Liaison, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. The Film Liaison warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6.3 The Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Managers cellular phone number shall be provided to City. 7. ADMINISTRATION This Agreement will be administered by the Finance Department. City's Revenue Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to this Agreement. FilmL.A., Inc. Page 3 8. CITY'S RESPONSIBILITIES To assist the Film Liaison in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of the Film Liaison, one (1) copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in the Film Liaison's Work schedule. 9. STANDARD OF CARE 9.1 All of the Services shall be performed by the Film Liaison or under the Film Liaison's supervision. The Film Liaison represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with the highest professional standards. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one (1) or more first -class firms performing similar Services under similar circumstances. 9.2 All Services shall be performed by qualified and experienced personnel who are not employed by City. The Film Liaison certifies that the Services provided shall conform to the requirements of this Agreement, all applicable federal, state and local laws, and the highest professional standard. 9.3 The Film Liaison represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of the Film Liaison to practice its profession. The Film Liaison shall maintain a City of Newport Beach business license during the term of this Agreement. 9.4 The Film Liaison shall not be responsible for delay, nor shall the Film Liaison be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove the Film Liaison's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 10. HOLD HARMLESS 10.1 To the fullest extent permitted by law, the Film Liaison shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, FilmL.A., Inc. Page 4 without limitation, defects in workmanship or materials or the Film Liaison's presence or activities conducted on the Project (including the negligent, reckless, and /or willful acts, errors and /or omissions of the Film Liaison, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 10.2 Notwithstanding the foregoing, nothing herein shall be construed to require the Film Liaison to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Film Liaison. 11. INDEPENDENT CONTRACTOR It is understood that City retains the Film Liaison on an independent contractor basis and the Film Liaison is not an agent or employee of City. The manner and means of conducting the Services are under the control of the Film Liaison, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to the Film Liaison or its employees. Nothing in this Agreement shall be deemed to constitute approval for the Film Liaison or any of the Film Liaison's employees or agents, to be the agents or employees of City. The Film Liaison shall have the responsibility for and control over the means of performing the Services, provided that the Film Liaison is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct the Film Liaison as to the details of the performance of the Services or to exercise a measure of control over the Film Liaison shall mean only that the Film Liaison shall follow the desires of City with respect to the results of the Services. 1r�d�Zd)'7t11 Is] i The Film Liaison agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or Interest in the Work to be performed. City agrees to cooperate with the Film Liaison on the Project. 13. CITY POLICY The Film Liaison shall discuss and review all matters relating to policy and Project direction with Citys Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. FilmL.A., Inc. Page 5 14. PROGRESS The Film Liaison is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 15. INSURANCE Without limiting the Film Liaison's indemnification of City, and prior to commencement of Work, the Film Liaison shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 16. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of the Film Liaison, or of the interest of any general partner or joint venturer or syndicate member or cotenant if the Film Liaison is a partnership or joint - venture or syndicate or co- tenancy, which shall result in changing the control of the Film Liaison. Control means fifty percent (50 %) or more of the voting power or twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint-venture. 17. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Services on this Project are identified in Exhibit A. The Film Liaison shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Services performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwse assigned, transferred, contracted or subcontracted out without the prior written approval of City. 18. OWNERSHIP OF DOCUMENTS 18.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents "), prepared or caused to be prepared by the Film Liaison, its officers, employees, agents and subcontractors, in the course of FilmL.A., Inc. Page 6 implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to the Film Liaison or any other party. Additionally, all material posted in cyberspace by the Film Liaison, its officers, employees, agents and subcontractors, In the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to the Film Liaison or any other party. The Film Liaison shall, at the Film Liaison's expense, provide such Documents, including all logins and password information to City upon prior written request. 18.2 All written documents shall be transmitted to City in formats compatible with Microsoft Office and /or viewable with Adobe Acrobat. 18.3 Records that are proprietary to the Film Liaison, including documentation of the online permit system Communique; the Film Liaison's best practices for company operations; the Film Liaison's graphics and logos; and all materials associated with the Film Liaisons public education, advocacy and marketing Southern California to filmmakers, shall be treated by City as confidential and proprietary information to the Film Liaison and will use such confidential or proprietary information solely for the purposes for which it is provided by the Film Liaison to the City. Unless otherwise required by law or court order, the City will not disclose such confidential or proprietary information to any third party other than a third party under contract whereby that third party has agreed in writing to keep the Confidential Information confidential. 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 20. INTELLECTUAL PROPERTY INDEMNITY The Film Liaison shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in the Film Liaison's Documents provided under this Agreement. 21. RECORDS The Film Liaison shall keep records and invoices in connection with the Services to be performed under this Agreement. The Film Liaison shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to the Film Liaison under this Agreement. All such records and invoices shall be clearly identifiable. The Film Liaison shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. FiimL.A., Inc. Page 7 The Film Liaison shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of termination or expiration of this Agreement. 22. CITY'S RIGHT TO EMPLOY OTHER FILM LIAISONS City reserves the right to employ other consultants in connection with the Project. 23. CONFLICTS OF INTEREST 23.1 The Film Liaison or its employees may be subject to the provisions of the California Political Reform Act of 1974 ( "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Services provided under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 23.2 If subject to the Act, the Film Liaison shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. The Film Liaison shall indemnify and hold harmless City for any and all claims for damages resulting from the Film Liaison's violation of this Section. 24. NOTICES 24.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally, or on the third (3` ) business day after the deposit thereof in the United States mail, postage prepaid, first - class mail, addressed as hereinafter provided. 24.2 All notices, demands, requests or approvals from the Film Liaison to City shall be addressed to City at: Attn: Evelyn Tseng, Revenue Manager Finance Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 FilmL.A., Inc. Page 8 24.3 All notices, demands, requests or approvals from City to the Film Liaison shall be addressed to the Film Liaison at: Attn: Paul Audley, President FilmL.A., Inc. 6255 West Sunset Blvd., 12th Floor Hollywood, CA 90028 25. CLAIMS The Film Liaison and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, the Film Liaison shall be required to file any claim the Film Liaison may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 26. TERMINATION 26.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 26.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than sixty (60) calendar days' prior written notice to the Film Liaison. On the effective date of termination, Film Liaison shall deliver to City, at its cost, all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 27. STANDARD PROVISIONS 27.1 Recitals. City and the Film Liaison acknowledge the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 27.2 Compliance with all Laws. The Film Liaison shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Services provided by the Film Liaison shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. FilmL.A., Inc. Page 9 27.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 27.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 27.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 27.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 27.7 Amendments. This Agreement may be modified or amended only by a written document executed by both the Film Liaison and City and approved as to form by the City Attorney. 27.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 27.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 27.10 Equal Opportunitv Employment. The Film Liaison represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 27.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 27.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] FilmL.A., Inc. Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'OFFICE Date: By:,zEf C � Aaron .-t-&p City Attorney ATTEST: Date: By: 44v-, +�M� Leilani I. Brown City Clerk � NEWpQ O U �y Attachments: CITY OF NEWPORT BEACH, a Californi municipal corporation Date: ID to By: — Dave City Manager FILM LIAISON: FilmL.A., Inc., a California nonprofitjpulic benefit corporation Date: 111711f By: C Paul Audley President Date: %IL-1 By: ese Gutche Chief Financial Officer [END OF SIGNATURES] Exhibit A: Scope of Services Exhibit B: Film Liaison's Fee Schedule Exhibit C: Insurance Requirements FilmL.A., Inc. Page 11 EXHIBIT A SCOPE OF SERVICES 1. SCOPE OF SERVICES: GENERAL SCOPE The Film Liaison shall: 1.1 Oversee, coordinate and manage the City's commercial film permitting process in accordance with NBMC Chapter 5.46. Work with permit applicants ( "Applicants "), film permittees ( "Permittee ") and City departmental representatives to process and approve film permit applications ( "Applications ") and issue film permits ( "Permit "); 1.2 Coordinate the film permit process in a centralized manner and assure that filming will be conducted at such times and in such a manner as to cause minimum interference with neighborhood and merchant districts; 1.3 Utilize the Communique Online Permit System ( "OPS ") to establish and implement the following: 1.3.1 An electronic workflow that will enable City department approvals to be conducted electronically; 1.3.2 Electronic communications between the Film Liaison and City departmental representatives; and 1.3.3 Prepare denial letters to film permit applicants who do not or cannot meet the minimum film permit requirements. (Any and all denial letters shall be approved by the City prior to distribution.) 1.4 Become familiar with the requirements of the California Public Records Act (Gov. Code § 6250, et seq.) and cooperate with City staff in responding to Public Record Act requests, as this Project is facilitated by a California public entity, any and all records related to this Project may be subject to release or inspection pursuant to the California Public Records Act; 1.5 Take all reasonable steps to minimize the impact of filming activities on the environment and Citys residential and commercial neighborhoods; 1.6 Operate in accordance with all applicable ordinances, regulations and laws; and 2. EXPEDITED FILM PERMIT COORDINATION AND TROUBLE- SHOOTING SERVICES The Film Liaison shall: 2.1 Obtain input in developing Permit terms and conditions (including any general terms, conditions and restrictions applicable to all permits), Film L.A., Inc. coordinate logistics relating to filming activities and perform other functions needed to assist in Permit evaluation, processing and approval by interfacing with City departmental representatives; 2.2 Upon receipt of any required Permit and Application fees from Applicant and any required City approvals (as coordinated through the OPS with impacted City departments), release Permit to Permittee; 2.3 Coordinate and release Permit revisions and /or extensions subsequent to the release of the original Permit, upon receipt of approval from impacted City departments; 2.4 Ensure that the description of activities on the Applications provided to the City are accurate and detailed; 2.5 Arrange pre - production walk- through, when appropriate, to assess and mitigate impacts of proposed film activities; 2.6 Ensure that the Permittee complies with the conditions of the Permit, including, but not limited to: noise levels, violations of beginning and end times of film activity, traffic impacts, parking agreements, behavior of film crews and other sections of the Filmmakers Professional Code of Conduct issued by the California Film Commission and the Filmmakers Code of Professional Responsibility enclosed in Attachment 1. To the extent a provision in NBMC or a permit condition conflicts with a provision in the Filmmakers Professional Code of Conduct, the provision in NBMC or the permit condition shall prevail. The City Manager, the Film Liaison or their designee, shall have authority to determine a Permittee's compliance with permit conditions or provisions in NBMC. The City Manager, the Film Liaison or their designee, shall have the authority to suspend or revoke a permit when they determine a permit condition(s) or a provision(s) in NBMC; 2.7 Respond to complaints within 1 hour if film activity is still in progress; respond to complaints within 24 hours if film activity is no longer in progress; provide response services to complaints on a 365 dayslyear, 24 hours /day basis; and 2.8 If requested by City or film permit applicant, provide on -site monitoring services at film locations during filming. 3. LIAISON SERVICES BETWEEN NEWPORT BEACH NEIGHBORHOODS AND FILM PERMITTEE The Film Liaison shall: 3.1 Provide impacted communities with notice of the permit activity. Such notice may include: letters, posted notifications, phone calls and e- mails. At minimum, the Film Liaison shall make such notices available on a hard copy basis in a form approved in advance by City; Film L.A., Inc. 4. 3.2 Ensure description of activity on notifications is accurate and detailed; 3.3 Coordinate with City to develop and implement community outreach programs for residential and business districts on a proactive basis; 3.4 Coordinate with City and potential Applicants to mitigate parking and traffic issues. Coordinate with Permittees and impacted neighborhoods such that no one neighborhood is overburdened with frequent film activity; 3.5 Coordinate with local businesses to mitigate the effects on business operations during film activities, however the Film Liaison shall not negotiate fair rates or payments with local businesses; 3.6 Provide guidance and advice on the film permit process to the potential Applicants; and 3.7 Be available by telephone during regular business hours and during filming activity (at a minimum of 8 a.m. to 6 p.m. Monday through Friday, with the exception of recognized federal holidays). The Film Liaison shall 4.1 Make recommendations that reflect the needs of the community, the City and production companies to City departments with respect to the handling and processing of individual permit applications and the development of permit terms and conditions; 4.2 If requested by the City, attend meetings with stakeholders to mediate disputes, determine impacts of filming and other permit related activities on specific neighborhoods, participate in Home Owner Association ( "HOK) and other group meetings, answer questions of stakeholders, and /or discuss the economic impact of filming activities; 4.3 When requested, provide reports to City with type and location of complaints related to film activity; 4.4 Maintain detailed and accurate records related to all services provided, including but not limited to, Film Permittee name, fees, lists of locations, notices provided, issues encountered and resolution of those issues; 4.5 Coordinate with other jurisdictions or agencies, i.e. Orange County Sheriff, neighboring cities, State parks; 4.6 Work with City staff to provide input toward the possible update of the Newport Beach Municipal Code, as it pertains to filming and film permits; and Film L.A.. Inc. 4.7 Work with staff to update and /or automate the permit process. 5. OF THE CITY IN THE FILM INDUSTRY The Film Liaison shall: 5.1 If requested by the City, market and promote Newport Beach to the entertainment industry within any budgetary limitations of the Film Liaison; 5.2 If requested by the City, participate in meetings with California Film Commission and /or the Orange County Film Commission; 5.3 Ensure that the Filmmakers' Code of Professional Responsibility (enclosed as Attachment 1 to Exhibit A) is adhered to by production companies when filming in Newport Beach or sensitive or frequently filmed areas; 5.4 Provide location scouting assistance to the film industry; and 5.5 Maintain an internet -based location library, such as LocoScout, with Newport Beach public properties and a list of Newport Beach private location libraries. Private properties shall only be listed with the written permission of the property owner. 6. DELIVERABLES AND REPORTING REQUIREMENTS 6.1 Provide filming data, data analysis, records, reports, background information and applicable performance measures as requested by City in accordance with the following frequencies: 6.1.1 Financial reporting — submitted along with payment remittance to the City; 6.1.2 Summary of permit volume and fees collected — submitted along with payment remittance to the City; 6.1.3 Summary of notification volume regarding the notification of filming projects, as requested by City; 6.1.4 Summary of complaints received from the public regarding filming projects, as requested by City; and 6.1.5 All other metrics — quarterly. 6.2 All reports shall be in a format approved by the City. Upon notice, City may alter the frequency, format or nature of reports. City may also direct Film Liaison to provide City with ad hoc reports on issues of interest to the City relating to contract; Film L.A., Inc. 6.3 The Film Liaison shall ensure that all financial data, including record keeping of assets and liabilities and accounting for services provided by contract to the City, be maintained by the Film Liaison separately from all other corporate activities. Record keeping details must also separately account for the different types of services provided under this Agreement. A review of this data and accounting shall be conducted by the City periodically; 6.4 The Film Liaison shall submit to the City each year a copy of its annual operating budget estimate addressing revenues and expenditures for services provided to the City no later than thirty (30) days upon the Film Liaison's Board approval; and 6.5 The Film Liaison shall submit a certified annual audited financial statement to the City no later than thirty (30) days upon the Film Liaison's Board approval. Film L.A., Inc. ATTACHMENT 1 TO EXHIBIT A FILMMAKERS' CODE OF PROFESSIONAL RESPONSIBILITY FlIMIDK. FILMMAKEW CODE OF PROFESSIONAL RESPONSIBLf1Y Pit FlanL0., %,e work to create an erwiromnem where en- location filming Is conducted With pr alassionaism and courtesy. Our job is to eoordineta permits for a 4ocatian filming in away that minimizes the impamoffian production an your neighborhood. Production companies are obligated to adhere to this Flaalmkera' Code of Professional Responsibility. If you find a production company is not cornpWg with the provisions; below, please call us at 213.977.8800, day or night. Dear Flknrrlaleatr You can coum on Flimil-K m apply our knowledge and expertise to help you film in local neighborhoods. Wimaninga posWw working relauonstup with community members will help ensue continued access to the greatest variety of lorintorns. As a gkMst in ems nel&batoads, you are obligated to treat the pubic and the location with can easy. The provisions in this code are a pert of yaw permit 1 34 yin production company must am" won the prwlsiiwas or an film permit at am aaas. Remehing, trimming and/or cutting or vegaLton or trees is prohibited unle96 appmvad by me owner, or in the case or patkWaytrees,tlhe local municlpaityalw propertyowner. 12 The femmekers• Code of PmfessdmM RespponsibiHywhs be N hot spwitad in the permit, on area for meet seniee and attached to ewry pennw, and both must be shown to any member consumption must be designated. NI train must be disposed of of the pubic tthatasksto see them. property upon completion of the meal. s zs Product'pYa arrivngpNorknom in or twer a residential An members ofine pmtlum'ion company should wear clothing that neighborhood atoll atiter the area ht earlier then the tine conforms to good taste and common sense. SMas and smrm stipulated onthe permit- must tM worn at en limes. a K Moving or towing vehicles is prohibited without the express permission aline local municipality or me vehicle owner. Cast and crew must undone designated parsing ems. parking or cast and thew whiles an pubic strou s is prohmad union aW Wlbea by the film permit Parking on bath sides of public streets is prohibited onless specifically aumorded by the film perm". Crew members should nor display Sigh% posters a pictures that do not were t: common sense and good issue. is Can end crew still refrain a all using Mod or oruenSWe language Within senator aline general pubic. to Cast and crew must Mt bring guests or pets tome Rication, unless expressly authorized by the perm it 17 Production Y~oz may not block dMYways w'tmut the aapres . All catering, orals service, construction, stnka and persona Vfth permission or the sore[ municipality or the drheway owner. s Noise levels should be kept as We as passible. Generaiars aYe wnicieS Producing *"Must should be placed nfar as practical from falk!"Gil buildings. 00 not lete"Jilki icon nMGcnnfily. a Cast and crew we to remain on or near iha area trot has been permitted. Donattrespossadoneiglhbaringresidentelor commercialproperty. it Designated smoking seas must be observed, era cigeretes must always be axdngudsthad in but Cans, Film L.A., Inc. must be removed north the location. !A All signs removed jar erected) for filming purposes trust be replaced (or renhahred) aftef use of the location unless amerarse stipulated by the bastion agreement or permit aD when departing the Ioca;on, all signs posted to direct production company pesonnal to the location must be Rmovea. r wnem prornrcton ID passes are issued, every crew member must wear the pas while on-10M Rm. FILM LIAISON'S FEE SCHEDULE Film Inc. Fee Description Rate MAXIMUM FILMLA FILM APPLICATION FEE 625.00 MAXIMUM QUALIFIED NONPROFIT PERMIT APPLICATION FEE 50.00 MAXIMUM FILMLA STILL APPLICATION FEE 60.00 MAXIMUM FILMLA STUDENT PERMIT FEE COMPLEX 90.00 ... _ ............. MAXIMUM FILMLA STUDENT PERMIT FEE SIMPLE 25.00 MAXIMUM Permit Delivery Fee 55.00 MAXIMUM FILMLA MONITOR FEES -DOUBLE TIME (12 hrs +) 60.00 MAXIMUM FILMLA MONITOR FEES OVERTIME (8 to 12 hrs) 45.00 MAXIMUM FILMLA MONITOR FEES (min 4 hrs to 8 hrs) 30.00 MAXIMUM NOTIFICATION CHARGES (See Separate Schedule) MAXIMUM FILMLA FILM PERMIT RIDER FEE 100.00 MAXIMUM QUALIFIED NONPROFIT PERMIT RIDER FEE 25.00 MAXIMUM FILMLA STILL PHOTO RIDER FEE 20.00 Film L.A., Inc. EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES Provision of Insurance. Without limiting the Film Liaison's indemnification of City, and prior to commencement of Work, the Film Liaison shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. The Film Liaison agrees to provide insurance in accordance with requirements set forth here. If the Film Liaison uses existing coverage to comply and that coverage does not meet these requirements, the Film Liaison agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements A. Workers' Compensation Insurance. The Film Liaison shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. The Film Liaison shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. The Film Liaison shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, one million dollars ($1,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. The Film Liaison shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Film Liaison arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non- Film L.A., Inc. owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. D. Professional Liability (Errors & Omissions) Insurance. The Film Liaison shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and the Film Liaison agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow the Film Liaison or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. The Film Liaison hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self - insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. The Film Liaison shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during Film L.A., Inc. the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Film Liaison sixty (60) calendar days advance written notice of such change. C. Enforcement of Agreement Provisions. The Film Liaison acknowledges and agrees that any actual or alleged failure on the part of City to inform the Film Liaison of non - compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. E. Self- insured Retentions. Any self- insured retentions must be declared to and approved by City. City reserves the right to require that self- insured retentions be eliminated, lowered, or replaced by a deductible. Self - insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non - Compliance. If the Film Liaison or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend the Film Liaison's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, shall be reimbursed by the Film Liaison upon demand. G. Timely Notice of Claims. The Film Liaison shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Film Liaison's Insurance. The Film Liaison shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Film L.A., Inc.